Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Cannae Holdings, Inc. | ||
Entity Central Index Key | 1,704,720 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 70,858,143 | ||
Entity Public Float | $ 0 |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 245.6 | $ 141.7 |
Trade receivables | 35.8 | 24.7 |
Inventory | 29.7 | 23.9 |
Equity securities available for sale, at fair value | 17.7 | 51.8 |
Prepaid expenses and other current assets | 21.4 | 8.7 |
Current assets of discontinued operations | 0 | 21.8 |
Total current assets | 350.2 | 272.6 |
Investments in unconsolidated affiliates | 424.9 | 401 |
Property and equipment, net | 218.8 | 235 |
Other intangible assets, net | 214.5 | 111.8 |
Goodwill | 202.7 | 103.1 |
Fixed maturity securities available for sale, at fair value | 14.8 | 25 |
Deferred tax asset | 10.6 | 33.1 |
Other long term investments and noncurrent assets | 50.7 | 49.8 |
Noncurrent assets of discontinued operations | 0 | 241.9 |
Total assets | 1,487.2 | 1,473.3 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 100.7 | 91.5 |
Income taxes payable | 0.8 | 0 |
Deferred revenue, current | 26.1 | 24.7 |
Notes payable, current | 122.2 | 11.4 |
Current liabilities of discontinued operations | 0 | 31.9 |
Total current liabilities | 249.8 | 159.5 |
Deferred revenue, long-term | 9.1 | 0 |
Notes payable, long-term | 12.7 | 93.3 |
Accounts payable and other accrued liabilities, long-term | 62.5 | 60.6 |
Noncurrent liabilities of discontinued operations | 0 | 150.1 |
Total liabilities | 334.1 | 463.5 |
Commitments and contingencies - see Note M | ||
Equity: | ||
Retained earnings | 0.2 | 0 |
Additional paid-in capital | 1,130.2 | 0 |
Parent investment in FNFV | 0 | 961.6 |
Accumulated other comprehensive loss | (71) | (68.1) |
Total Cannae shareholders' equity | 1,059.4 | 893.5 |
Noncontrolling interests | 93.7 | 116.3 |
Total equity | 1,153.1 | 1,009.8 |
Total liabilities and equity | $ 1,487.2 | $ 1,473.3 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Restaurant revenue | $ 1,129 | $ 1,157.6 | $ 1,412.3 |
Other operating revenue | 40.5 | 20.8 | 2.4 |
Total operating revenues | 1,169.5 | 1,178.4 | 1,414.7 |
Operating expenses: | |||
Cost of restaurant revenue | 991 | 984.1 | 1,195.2 |
Personnel costs | 103.2 | 68.3 | 85.4 |
Depreciation and amortization | 49.3 | 44.7 | 49.8 |
Other operating expenses | 104.4 | 83.5 | 96.4 |
Total operating expenses | 1,247.9 | 1,180.6 | 1,426.8 |
Operating loss | (78.4) | (2.2) | (12.1) |
Other income (expense): | |||
Interest and investment income | 5.3 | 3.3 | 2 |
Interest expense | (7) | (5.2) | (5.5) |
Realized gains, net | 4.9 | 9.3 | 11.8 |
Total other income | 3.2 | 7.4 | 8.3 |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (75.2) | 5.2 | (3.8) |
Income tax benefit | (16.6) | (10.4) | (19.7) |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (58.6) | 15.6 | 15.9 |
Equity in earnings (losses) of unconsolidated affiliates | 3.4 | (29.5) | (26) |
Loss from continuing operations | (55.2) | (13.9) | (10.1) |
Net earnings from discontinued operations, net of tax - see Note N | 147.7 | 2 | 2.8 |
Net earnings (loss) | 92.5 | (11.9) | (7.3) |
Less: Net (loss) earnings attributable to non-controlling interests | (16.3) | 0.5 | 15.6 |
Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | 108.8 | (12.4) | (22.9) |
Amounts attributable to Cannae Holdings, Inc. common shareholders | |||
Net loss from continuing operations attributable to Cannae Holdings, Inc. common shareholders | (38.7) | (14.3) | (25.7) |
Net earnings from discontinued operations attributable to Cannae Holdings, Inc. common shareholders | 147.5 | 1.9 | 2.8 |
Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | $ 108.8 | $ (12.4) | $ (22.9) |
Basic | |||
Net loss per share from continuing operations (in usd per share) | $ (0.55) | $ (0.21) | $ (0.36) |
Net earnings per share from discontinued operations (in usd per share) | 2.09 | 0.03 | 0.04 |
Net earnings (loss) per share (in usd per share) | 1.54 | (0.18) | (0.32) |
Diluted | |||
Net loss per share from continuing operations (in usd per share) | (0.55) | (0.21) | (0.36) |
Net earnings per share from discontinued operations (in usd per share) | 2.09 | 0.03 | 0.04 |
Net earnings (loss) per share (in usd per share) | $ 1.54 | $ (0.18) | $ (0.32) |
Weighted average shares outstanding Cannae Holdings common stock, basic basis | 70.6 | 70.6 | 70.6 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis | 70.6 | 70.6 | 70.6 |
CONSOLIDATED AND COMBINED STAT4
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ 92.5 | $ (11.9) | $ (7.3) |
Other comprehensive earnings (loss), net of tax: | |||
Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | (8.7) | 2.6 | 2.3 |
Unrealized gain (loss) relating to investments in unconsolidated affiliates | 8.9 | 4.8 | (26.7) |
Reclassification adjustments for change in unrealized gains and losses included in net earnings | (3.1) | 0 | 0 |
Other comprehensive (loss) earnings | (2.9) | 7.4 | (24.4) |
Comprehensive earnings (loss) | 89.6 | (4.5) | (31.7) |
Less: Comprehensive (loss) earnings attributable to noncontrolling interests | (16.3) | 0.5 | 15.6 |
Comprehensive earnings (loss) attributable to Parent | 105.9 | (5) | (47.3) |
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates), income tax expense | (3.1) | 1.6 | 1.4 |
Unrealized gain (loss) relating to investments in unconsolidated affiliates, income tax expense (benefit) | 2.4 | $ 2.9 | $ (16.3) |
Reclassification adjustments for change in unrealized gains and losses included in net earnings, income tax expense | $ 1.9 |
CONSOLIDATED AND COMBINED STAT5
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total | Ceridian | Cannae Holdings Common Stock | Parent Investment in FNFV | Parent Investment in FNFVCeridian | Additional Paid-In Capital | Additional Paid-In CapitalCeridian | Retained Earnings | Accumulated Other Comp (Loss) Earnings | Non-controlling Interests |
Beginning balance at Dec. 31, 2014 | $ 1,483.6 | $ 0 | $ 1,397.6 | $ 0 | $ 0 | $ (51.1) | $ 137.1 | |||
Beginning balance (in shares) at Dec. 31, 2014 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments, net of tax | 2.3 | 2.3 | ||||||||
Other comprehensive earnings — unrealized (loss) gain on investments in unconsolidated affiliates, net of tax | (26.7) | (26.7) | ||||||||
Subsidiary stock-based compensation | 1.4 | 1.4 | ||||||||
Stock-based compensation | $ 3.4 | $ 3.4 | ||||||||
Reclassification adjustments for unrealized gains and losses included in net earnings | 0 | |||||||||
Distribution of J. Alexander's to FNFV Shareholders | (13) | (13) | ||||||||
Sale of Cascade Timberlands/OneDigital/Dissolution of consolidated subsidiary | (24.5) | (24.5) | ||||||||
Net change in Parent investment in FNFV | (359.7) | (359.7) | ||||||||
Subsidiary dividends paid to noncontrolling interests | (3) | (3) | ||||||||
FNF investment | 0 | |||||||||
Net (loss) earnings | (7.3) | (22.9) | 15.6 | |||||||
Ending balance (in shares) at Dec. 31, 2015 | 0 | |||||||||
Ending balance at Dec. 31, 2015 | 1,056.5 | $ 0 | 1,018.4 | 0 | 0 | (75.5) | 113.6 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments, net of tax | 2.6 | 2.6 | ||||||||
Other comprehensive earnings — unrealized (loss) gain on investments in unconsolidated affiliates, net of tax | 4.8 | 4.8 | ||||||||
Subsidiary stock-based compensation | 1.2 | 1.2 | ||||||||
Stock-based compensation | 5.1 | $ 5.1 | ||||||||
Reclassification adjustments for unrealized gains and losses included in net earnings | 0 | |||||||||
Acquisition of Brasada | 2 | 2 | ||||||||
Sale of Cascade Timberlands/OneDigital/Dissolution of consolidated subsidiary | (0.3) | (0.3) | ||||||||
Net change in Parent investment in FNFV | (49.5) | (49.5) | ||||||||
Subsidiary dividends paid to noncontrolling interests | (0.7) | (0.7) | ||||||||
FNF investment | 0 | |||||||||
Net (loss) earnings | (11.9) | (12.4) | 0.5 | |||||||
Ending balance (in shares) at Dec. 31, 2016 | 0 | |||||||||
Ending balance at Dec. 31, 2016 | 1,009.8 | $ 0 | 961.6 | 0 | 0 | (68.1) | 116.3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments, net of tax | (8.7) | (8.7) | ||||||||
Other comprehensive earnings — unrealized (loss) gain on investments in unconsolidated affiliates, net of tax | 8.9 | 8.9 | ||||||||
Stock-based compensation | 0.5 | $ 5.7 | $ 0.2 | $ 5.7 | 0.3 | |||||
Reclassification adjustments for unrealized gains and losses included in net earnings | (3.1) | (3.1) | ||||||||
Issuance of restricted stock | 0 | |||||||||
Issuance of restricted stock (in shares) | 0.3 | |||||||||
Sale of Cascade Timberlands/OneDigital/Dissolution of consolidated subsidiary | $ (6.2) | (6.2) | ||||||||
Contribution of back office services from FNF | 0.1 | 0.1 | ||||||||
Net change in Parent investment in FNFV | $ (46) | (46) | ||||||||
Subsidiary dividends paid to noncontrolling interests | (0.4) | (0.4) | ||||||||
FNF investment (in shares) | 5.7 | |||||||||
FNF investment | 100 | $ 100 | ||||||||
FNF contribution of FNFV (in shares) | 64.9 | |||||||||
FNF contribution of FNFV | 0 | (1,024.2) | 1,024.2 | |||||||
Net (loss) earnings | 92.5 | 108.6 | 0.2 | (16.3) | ||||||
Ending balance (in shares) at Dec. 31, 2017 | 70.9 | |||||||||
Ending balance at Dec. 31, 2017 | $ 1,153.1 | $ 0 | $ 0 | $ 1,130.2 | $ 0.2 | $ (71) | $ 93.7 |
CONSOLIDATED AND COMBINED STAT6
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 92.5 | $ (11.9) | $ (7.3) |
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 58.1 | 62.9 | 65.5 |
Equity in (earnings) losses of unconsolidated affiliates | (3.4) | 29.5 | 26 |
Realized gains, net | (4.9) | (9.3) | (11.8) |
Gain on sale of OneDigital | (276) | 0 | 0 |
Impairment of assets | 9.9 | 3.3 | 18.5 |
Subsidiary stock-based compensation cost | 0.5 | 1.2 | 1.4 |
Changes in assets and liabilities, net of effects from acquisitions: | |||
Net increase in trade receivables | (1.2) | (4.2) | (1.6) |
Net (increase) decrease in inventory, prepaid expenses and other assets | (12.2) | 11.8 | 11.2 |
Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and other | 15 | (7.6) | (23.5) |
Net change in income taxes | 31 | (15.4) | (67.3) |
Net cash (used in) provided by operating activities | (90.7) | 60.3 | 11.1 |
Cash flows from investing activities: | |||
Proceeds from sale of investment securities available for sale | 31.6 | 0 | 0 |
Additions to property and equipment | (39) | (49.6) | (55.4) |
Additions to other intangible assets | (1.1) | (5.6) | (5.1) |
Purchases of investment securities available for sale | (1.3) | (39.9) | (28.8) |
Contributions to investments in unconsolidated affiliates | (1.4) | (68.6) | (4.5) |
Proceeds from the sale of cost method and other investments | 1.3 | 36 | 0 |
Purchases of other long-term investments | (4.3) | (6.3) | (5.6) |
Distributions from investments in unconsolidated affiliates | 1.1 | 42.4 | 315.7 |
Net other investing activities | 1.4 | (0.7) | (0.6) |
Acquisition of T-System, net of cash acquired | (201.6) | 0 | 0 |
Acquisition of Brasada, net of cash acquired | 0 | (27.5) | 0 |
Proceeds from sale of OneDigital | 326 | 0 | 0 |
Proceeds from sale of Cascade Timberlands, LLC | 0 | 0 | 82.2 |
Other acquisitions/disposals of businesses, net of cash acquired | (21) | (48.4) | (24.8) |
Net cash provided by (used in) investing activities | 91.7 | (168.2) | 273.1 |
Cash flows from financing activities: | |||
Borrowings | 84.4 | 76.7 | 132 |
Debt service payments | (35.8) | (44.7) | (31.2) |
Proceeds from sale of Cascades paid to noncontrolling interest shareholders | 0 | 0 | (24.5) |
Proceeds from FNF Investment | 100 | 0 | 0 |
Subsidiary distributions paid to noncontrolling interest shareholders | (0.4) | (0.7) | (3) |
Payment of contingent consideration for prior period acquisitions | (4) | 0 | 0 |
Equity transactions with Parent, net | (46) | (52.1) | (285.8) |
Net cash provided by (used in) financing activities | 98.2 | (20.8) | (212.5) |
Net increase (decrease) in cash and cash equivalents | 99.2 | (128.7) | 71.7 |
Cash and cash equivalents at beginning of period, including cash of discontinued operations | 146.4 | 275.1 | 203.4 |
Cash and cash equivalents at end of period | $ 245.6 | $ 146.4 | $ 275.1 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Summary of Significant Accounting Policies | Business and Summary of Significant Accounting Policies The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” "Cannae," or the "Company”) which have been followed in preparing the accompanying Consolidated and Combined Financial Statements. Description of Business We are a holding company engaged in actively managing and operating a group of companies and investments with a net asset value of approximately $1.2 billion as of December 31, 2017 . Our business consists of managing and operating certain majority-owned subsidiaries, 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. As of December 31, 2017 , our primary majority and minority-owned subsidiaries include American Blue Ribbon Holdings, LLC ("ABRH"), T-System Holdings, LLC ("T-System"), Ceridian Holding, LLC ("Ceridian"), and various other controlled portfolio companies and minority equity investments. See Note Q Segment Information for further discussion of the businesses comprising our reportable segments. Split-off of Cannae from FNF During December 2016, the board of directors of Fidelity National Financial, Inc. (“FNF” or “Parent”) authorized its management to pursue a plan to redeem each outstanding share of its Fidelity National Financial Ventures Group ("FNFV Group") common stock, par value $0.0001 , for one share of common stock, par value $0.0001 , of a newly formed entity, Cannae Holdings, Inc. (“Cannae”), with cash in lieu of fractional shares (the "Split-Off"). On November 17, 2017, FNF contributed to Cannae its majority and minority equity investment stakes in a number of entities, including ABRH, T-System, Ceridian, and various other controlled portfolio companies and minority equity investments. The Split-Off is intended to be tax-free to stockholders of FNFV Group common stock. Following the Split-Off, FNF and Cannae operate as separate, publicly traded companies. In connection with the Split-Off, FNF and Cannae entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements include a reorganization agreement, a corporate services agreement, a registration rights agreement, a voting agreement and a tax matters agreement. The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Cannae and FNF with respect to and resulting from the Split-Off. The tax matters agreement provides for the allocation and indemnification of tax liabilities and benefits between FNF and Cannae and other agreements related to tax matters. The voting and registration rights agreements provides for certain appearance and voting restrictions and registration rights on shares of Cannae owned by FNF after consummation of the Split-Off. Pursuant to the corporate services agreement (the "CSA"), FNF will provide Cannae with certain "back office" services including legal, tax, accounting, treasury and investor relations support. FNF will generally provide these services at no-cost for up to three years . Cannae will reimburse FNF for direct, out-of-pocket expenses incurred by FNF in providing these services. The Split-Off was accounted for at historical cost due to the pro rata nature of the distribution to holders of FNFV Group common stock. Principles of Consolidation and Combination and Basis of Presentation The accompanying Consolidated and Combined Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. Prior to the Split-Off, these financial statements represent a combination of the historical financial information of the operations attributed to FNFV, of which Cannae is comprised. The Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the CSA and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. Both FNF and Cannae believe such allocations are reasonable; however, they may not be indicative of the actual results of operations or cash flows of the Company had the Company been operating as an independent, publicly traded company for the periods presented or the amounts that will be incurred by the Company in the future. 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 until such time that they may become wholly or majority-owned. Earnings attributable to noncontrolling interests are recorded on the Consolidated and Combined 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 Consolidated and Combined Balance Sheets in each period. Management Estimates The preparation of these Consolidated and Combined 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 Consolidated and Combined Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the carrying amount and depreciation of property and equipment (Note E), the valuation of acquired intangible assets (Note B and Note H), fair value measurements (Note C), and accounting for income taxes (Note L). Actual results could differ from estimates. Recent Developments On March 26, 2018, Ceridian HCM announced that it has filed a draft registration statement on Form S-1 with the SEC, which has not yet become effective, relating to the proposed initial public offering of its common stock. The number of shares of common stock to be sold and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market and other conditions. Ceridian will apply to list its common stock on the New York Stock Exchange and on the Toronto Stock Exchange. Securities in Ceridian may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. On March 13, 2018, Cannae entered into an Assignment and Assumption Agreement with certain of ABRH's lenders to purchase all of the outstanding loans and lending commitments under the ABRH Credit Facility, which resulted in Cannae becoming ABRH's sole lender. Subsequent to the assignment, Cannae and ABRH entered into a Second Amendment to the Credit Agreement to increase the interest rate to 10% , suspend the financial covenants until March 31, 2019 and require ABRH to pay to Cannae an amendment fee equal to 2% of the outstanding loan balance. On March 12, 2018, Cannae Holdings and Newport Global Opportunities Fund I-AAIV ("Newport Global") signed a non-binding letter of intent pursuant to which American Blue Ribbon Holdings intends to distribute 95% of its family dining group and Legendary Baking to Newport Global in 100% redemption of Newport Global’s interest in American Blue Ribbon Holdings. This proposed transaction would leave Cannae with approximately 94% of the interest in O’Charley’s and 99 Restaurants, LLC, a wholly-owned subsidiary of FNH ("99 Restaurants"), along with an approximately 5% interest in the family dining group and Legendary Baking. On February 1, 2018, Cannae Holdings, LLC (“Cannae LLC”), a Delaware limited liability company and a subsidiary of the Company, Fidelity Newport Holdings, LLC, a Delaware limited liability company and a majority-owned subsidiary of Cannae LLC (“FNH” and, together with Cannae LLC, the “Sellers”), 99 Restaurants, J. Alexander’s Holdings, Inc., a Tennessee corporation (“JAX”), J. Alexander’s Holdings, LLC, a Delaware limited liability company and direct, majority-owned subsidiary of JAX (“JAX OP”) and Nitro Merger Sub, Inc., a Tennessee corporation and wholly-owned subsidiary of JAX OP (“Merger Sub”) entered into a letter agreement to terminate their previously reported Agreement and Plan of Merger, dated as of August 3, 2017, by and among the Sellers, 99 Restaurants, JAX, JAX OP and Merger Sub (as amended on January 30, 2018, the “Merger Agreement”), pursuant to Section 9.1(b)(iii) thereof. The parties reached this decision following the conclusion of a special meeting of the shareholders of JAX held on February 1, 2018. On January 29, 2018, the Board of Directors of the Company adopted a resolution increasing the size of the Company’s Board of Directors to six , and elected James B. Stallings, Jr. to serve on our Board of Directors. Mr. Stallings was appointed to serve as Chairman of the Audit Committee of the Company. On November 17, 2017, Mr. Frank P. Willey was appointed to the Company’s Board of Directors. On November 17, 2017, a special meeting of the FNFV Group stockholders was held to approve the Split-Off. The Split-Off was approved by a majority of the stockholders and was completed on November 17, 2017. As a result, Cannae is now a separate public company listed under the ticker symbol CNNE on The New York Stock Exchange. On November 16, 2017, certain subsidiaries of FNF contributed an aggregate of $100.0 million to us (the "FNF Investment") in exchange for 5,706,134 shares of Cannae common stock. In addition, on November 17, 2017, FNF issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million (the "FNF Revolver"), which accrues interest at LIBOR plus 450 basis points and matures on the five -year anniversary of the date of the revolver note. The maturity date is automatically extended for additional five -year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. The FNF Revolver replaces the Revolver Note discussed in Note K Notes Payable . On October 16, 2017, Fidelity National Financial Ventures LLC ("FNFV LLC"), a wholly-owned subsidiary of the Company, completed a merger pursuant to an Agreement and Plan of Merger (the ‘‘T-System Merger Agreement’’) with Project F Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of FNFV LLC (‘‘T-System Merger Sub’’), T-System Holding LLC, a Delaware limited liability company (‘‘T-System’’), and Francisco Partners II, L.P., a Delaware limited partnership, providing for the acquisition of T-System by FNFV LLC pursuant to the proposed merger (the ‘‘T-System Merger’’) of T-System with and into T- System Merger Sub, which resulted in T-System continuing as the surviving entity and wholly-owned subsidiary of FNFV LLC. As a result of the T-System Merger, all of the outstanding securities of T-System were canceled, extinguished and converted into the right to receive a portion of the aggregate merger consideration in accordance with the terms of the T-System Merger Agreement. The aggregate merger consideration was equal to $202.9 million , in cash. On June 6, 2017, we closed on the sale of Digital Insurance, Inc. ("OneDigital") for $560.0 million in an all-cash transaction. After repayment of debt, payout to option holders and a minority equity investor and other transaction-related payments, the Company received $331.4 million from the sale, which includes $326.0 million in cash and $5.4 million in purchase price holdback receivable. We recognized a pre-tax gain of $276.0 million on the sale and $126.3 million in income tax expense which are included in Net earnings from discontinued operations on the Consolidated and Combined Statement of Operations for the year ended December 31, 2017. Income tax expense resulting from the gain was recorded as a discrete tax expense for the three months ended June 30, 2017 and included a permanent tax adjustment for nondeductible goodwill. We retained no ownership in OneDigital and have no continuing involvement with OneDigital as of the date of the sale. As a result of the sale of OneDigital we have reclassified the assets and liabilities divested as assets and liabilities of discontinued operations in our Consolidated and Combined Balance Sheet as of December 31, 2016. Further, the financial results of OneDigital have been reclassified to discontinued operations for all periods presented in our Consolidated and Combined Statements of Operations. See Note N Discontinued Operations for further details of the results of OneDigital. Cash and Cash Equivalents Highly liquid instruments, including money market instruments, purchased as part of cash management with original maturities of three months or less, and certain amounts in transit from credit and debit card processors, are considered cash equivalents. The carrying amounts reported in the Consolidated and Combined Balance Sheets for these instruments approximate their fair value. Investments Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements. Fixed maturity securities which may be sold prior to maturity to support our investment strategies are carried at fair value and are classified as available for sale as of the balance sheet dates. Fair values for fixed maturity securities are principally a function of current market conditions and are valued based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. Discount or premium is recorded for the difference between the purchase price and the principal amount. The discount or premium is amortized or accrued using the interest method and is recorded as an adjustment to interest and investment income. The interest method results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. Equity securities held are considered to be available for sale and carried at fair value as of the balance sheet dates. Our equity securities are Level 1 financial assets and fair values are based on quoted prices in active markets. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Realized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Unrealized gains or losses on securities which are classified as available for sale, net of applicable deferred income tax expenses (benefits), are excluded from earnings and credited or charged directly to a separate component of equity. If any unrealized losses on available for sale securities are determined to be other-than-temporary, such unrealized losses are recognized as realized losses. Unrealized losses are considered other-than-temporary if factors exist that cause us to believe that the value will not increase to a level sufficient to recover our cost basis. Some factors considered in evaluating whether or not a decline in fair value is other-than-temporary include: (i) our need and intent to sell the investment prior to a period of time sufficient to allow for a recovery in value; (ii) the duration and extent to which the fair value has been less than cost; and (iii) the financial condition and prospects of the issuer. Such reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. Fair Value of Financial Instruments The fair values of financial instruments presented in the Consolidated and Combined Financial Statements are estimates of the fair values at a specific point in time using available market information and appropriate valuation methodologies. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. See Note C Fair Value Measurements for further details. Trade Receivables Restaurant Group. Trade receivables on the Consolidated and Combined Balance Sheets for the Restaurant Group consists primarily of billings to third-party customers of ABRH's bakery business, business to business gift card sales, insurance-related reimbursement, rebates, tenant improvement allowances, and billings to franchisees for royalties, initial and renewal fees, equipment sales and rent. Trade receivables are recorded net of an allowance for doubtful accounts which is our best estimate of the amount of probable credit losses related to existing receivables. T-System. Trade receivables on the Consolidated and Combined Balance Sheets for T-System consists primarily of billings to third-party customers and are carried at the invoiced amount less an estimate for doubtful accounts. The carrying values reported in the Consolidated and Combined Balance Sheets for trade receivables approximate their fair value. Inventory Inventory primarily consists of restaurant food products and supplies and is stated at the lower of cost or net realizable value. Cost is determined using the first in, first out method for restaurant inventory and standard cost that approximates actual cost on a first in, first out basis for the bakery operations. Inventory primarily consists of food, beverages, paper products and supplies. Other long term investments and non-current assets Other long-term investments consist of various cost-method investments and land held for investment purposes, which are carried at historical cost. Other non-current assets include notes receivable from third-parties and other miscellaneous non-current assets. Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis. We have the option to first assess goodwill for impairment based on a review of qualitative factors to determine if events and circumstances exist which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if the Company concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. We completed annual goodwill impairment analyses in the fourth quarter of each respective year using a September 30 measurement date and as a result no goodwill impairments have been recorded. For the years ended December 31, 2017, 2016, and 2015, we determined that there were no events or circumstances which indicated that the carrying value exceeded the fair value. Other Intangible Assets We have other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames which are generally recorded in connection with acquisitions at their fair value, franchise rights, the fair value of purchased software and capitalized software development costs. Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives using an accelerated method which takes into consideration expected customer attrition rates. Contractual relationships are generally amortized over their respective contractual lives. Trademarks are generally considered intangible assets with indefinite lives and are reviewed for impairment at least annually. Capitalized software development costs and purchased software are recorded at cost and amortized using the straight-line method over their estimated useful life. Useful lives of computer software range from 3 to 10 years. We also assess the recorded value of computer software for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset. There is an inherent uncertainty in determining the expected useful life of or cash flows to be generated from computer software. We recorded $2.9 million of impairment expense related to a tradename in our Restaurant Group segment in the year ended December 31, 2017. We recorded $1.1 million in impairment expense to an abandoned software project in our Restaurant Group segment during the year ended December 31, 2015. We recorded no impairment expense related to other intangible assets in the year ended December 31, 2016. Property and Equipment, net Property and equipment, net are recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: thirty to forty years for buildings and three to twenty-five years for furniture, fixtures and equipment. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the applicable lease or the estimated useful lives of such assets. Property and equipment are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. In our Restaurant Group, all direct external costs associated with obtaining the land, building and equipment for each new restaurant, as well as construction period interest are capitalized. Direct external costs associated with obtaining the dining room and kitchen equipment, signage and other assets and equipment are also capitalized. In addition, for each new restaurant and re-branded restaurant, a portion of the internal direct costs of its real estate and construction department are also capitalized. We recorded $6.9 million , $2.8 million , and $1.6 million of impairment expense related to Property and equipment in our Restaurant Group segment in the years ended December 31, 2017, 2016 and 2015, respectively, which is recorded within Other operating expenses on our Consolidated and Combined Statement of Operations for the year then ended. Insurance Reserves ABRH is currently self-insured for a portion of its workers' compensation, general liability, and liquor liability losses (collectively, casualty losses) as well as certain other insurable risks. To mitigate the cost of its exposures for certain property and casualty losses, ABRH makes annual decisions to either retain the risks of loss up to a certain maximum per occurrence, aggregate loss limits negotiated with its insurance carriers, or fully insure those risks. ABRH is also self-insured for healthcare claims for eligible participating employees subject to certain deductibles and limitations. We have accounted for ABRH's retained liabilities for casualty losses and healthcare claims, including reported and incurred but not reported claims, based on information provided by third-party actuaries. As of December 31, 2017, ABRH was committed under letters of credit totaling $11.0 million issued primarily in connection with ABRH's casualty insurance programs. Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. We recognize the benefits of uncertain tax positions in the financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. Uncertain tax positions are accounted for by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of judgment in assessing the timing and amounts of deductible and taxable items. Tax positions that meet the more likely than not recognition threshold are recognized and measured as the largest amount of tax benefit that is more than 50% likely to be realized upon settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as components of income tax expense. Parent Investment in FNFV Parent investment in FNFV on the Consolidated and Combined Balance Sheet as of December 31, 2016 represents FNF's historical investment in the Company, the Company's accumulated net earnings after taxes prior to the Split-Off, and the net effect of transactions with and allocations from FNF prior to the Split-Off. In conjunction with the Split-Off, Parent investment in FNFV was reclassified to Additional paid-in capital. Revenue Recognition Restaurant Group. Restaurant revenue on the Consolidated and Combined Statements of Operations consists of restaurant sales, bakery operations, and to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and are net of applicable state and local sales taxes and discounts and are recognized as services are performed and goods are provided. Revenue from bakery operations is recognized in the period during which the products are shipped to the customer. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. Cost of restaurant revenue on the Consolidated and Combined Statements of Operations consists of direct costs associated with restaurant revenue. We receive vendor rebates from various nonalcoholic beverage suppliers, and to a lesser extent, suppliers of food products and supplies. Rebates are recognized as reductions to cost of food and beverage in the period in which they are earned. T-System. T-System recognizes revenue when delivery has occurred, persuasive evidence of an arrangement exists, fees are fixed or determinable and collection is deemed probable. With respect to long-term licensing agreements, T-System recognizes only the portion of revenue that is earned during the current year with the remainder of the fee deferred to subsequent years. Revenues are recorded net of any sales taxes charged to customers. T-System sells paper medical documentation templates to emergency care providers to be used for documentation of patient care on a fixed fee determined by a pricing sheet based on annual billable patient visits. Licenses are sold through one-time perpetual license fee arrangements and recurring fixed-term or subscription fee arrangements. Delivery is determined at the time the templates are provided to the customer and the customer's personnel has been trained. The license fee is billed and recognized upfront for onetime perpetual licenses and monthly for recurring fixed-term or subscription licenses after delivery has occurred. For customers that pay the license fee in advance for the full term of the contract, revenue is recognized ratably over the term of such contract. T-System also sells an electronic version of the medical documentation system, provided in the form of a non-exclusive license to use the software at the sites under the agreement. The Company sells software licenses through one-time perpetual license fee arrangements and recurring fixed-term or subscription fee arrangements. For software licensing arrangements including multiple elements, each element of the arrangement is separately identified and accounted for based on vendor specific objective evidence ("VSOE") of stand-alone value of such element. Revenue is not recognized on any element in a software arrangement if the undelivered elements lack VSOE of stand-alone value. When the only undelivered element is post-contract support ("PCS") and PCS has VSOE, revenue is recognized ratably over the PCS term. Corporate and Other. Other operating revenue on the Consolidated and Combined Statements of Operations also consists of income generated by our resort operations which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Advertising Costs The Company expenses advertising and marketing costs as incurred, except for certain advertising production costs that are initially capitalized and subsequently expensed the first time the advertising takes place. During 2017, 2016, and 2015, the Company incurred $35.6 million , $36.1 million , and $35.6 million of advertising and marketing costs, respectively, related to advertising at ABRH, T-System and in our real estate operations. These costs are included in Other operating expenses on the Consolidated and Combined Statements of Operations. Comprehensive Earnings (Loss) We report comprehensive earnings (loss) in accordance with GAAP on the Consolidated and Combined Statements of Comprehensive Earnings (Loss). Total comprehensive earnings (loss) are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings (loss) is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to the realized gains (losses) on our investments and other financial instruments, excluding investments in unconsolidated affiliates, and are included in Realized gains and losses, net on the Consolidated and Combined Statements of Operations. Changes in the balance of other comprehensive earnings (loss) by component are as follows: Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Unrealized (loss) gain relating to investments in unconsolidated affiliates Total Accumulated Other Comprehensive (Loss) Earnings (In millions) Balance December 31, 2015 $ 2.3 $ (77.8 ) $ (75.5 ) Other comprehensive earnings 2.6 4.8 7.4 Balance December 31, 2016 4.9 (73.0 ) (68.1 ) Other |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions The results of operations and financial position of the entities acquired during any period are included in the Consolidated and Combined Financial Statements from and after the date of acquisition. T-System On October 16, 2017, we completed the T-System Merger for aggregate merger consideration of $202.9 million . T-System is a provider of clinical documentation and coding solutions to hospital-based and free-standing emergency departments and urgent care facilities. The Company paid total consideration, net of cash received, of $201.6 million in exchange for 100% of the equity ownership of T-System. The total consideration paid was as follows (in millions): Cash paid $ 202.9 Less: Cash acquired 1.3 Total cash consideration paid $ 201.6 The purchase price has been allocated to T-System's assets acquired and liabilities assumed based on our best estimates of their fair values as of the acquisition date. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. $32.8 million of the goodwill recorded is expected to be deductible for tax purposes. These estimates are preliminary and subject to adjustments as we complete our valuation process with respect to Goodwill, Other intangible assets, and Deferred tax liabilities. The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired, excluding cash received, and liabilities assumed as of the acquisition date (in millions): Fair Value Trade receivables $ 11.3 Prepaid and other current assets 2.0 Property and equipment 1.2 Goodwill 99.6 Other intangible assets 112.4 Total assets acquired 226.5 Accounts payable and accrued liabilities 6.6 Deferred revenue 11.0 Deferred tax liabilities 7.3 Total liabilities assumed 24.9 Net assets acquired $ 201.6 For comparative purposes, selected unaudited pro-forma combined results of operations of Cannae for the years ended December 31, 2017, 2016 and 2015 are presented below (in millions). Pro-forma results presented assume the consolidation of T-System occurred as of the beginning of the 2015 period. Amounts are adjusted to exclude costs directly attributable to the acquisition of T-System, including transaction costs and amortization of acquired intangible assets. Year ended December 31, 2017 2016 2015 (Unaudited) Total revenues $ 1,214.8 $ 1,242.5 $ 1,478.4 Net earnings (loss) attributable to Cannae Holdings 109.8 (5.4 ) (18.9 ) The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the T-System acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 1.2 3 - 5 Other intangible assets: Customer relationships 55.2 10 Computer software 45.1 9 Tradename 10.6 10 Noncompete agreement 1.5 5 Total other intangible assets 112.4 Total $ 113.6 Corporate and other Brasada On January 18, 2016, we completed our purchase of certain assets of Brasada Ranch Development, LLC, Brasada Ranch Hospitality, LLC, Brasada Ranch Utilities, LLC, Brasada Rental Management, LLC, and Oregon Resorts, LLC (collectively, "Brasada") through our 87% owned subsidiary FNF NV Brasada, LLC. Brasada is a ranch-style resort in Bend/Powell Butte, Oregon which offers luxury accommodations, championship golf, world-class dining and amenities, and vast recreational activities. The acquisition was made to supplement our resort, land and real estate holdings. The Company paid total consideration, net of cash received, of $27.5 million in exchange for the assets of Brasada. The total consideration paid was as follows (in millions): Cash paid $ 12.0 Cash consideration financed through a mortgage loan 15.5 Total cash consideration paid $ 27.5 The purchase price has been allocated to Brasada's assets acquired and liabilities assumed based on our best estimates of their fair values as of the acquisition date. The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired, excluding cash received, and liabilities assumed as of the acquisition date (in millions): Fair Value Trade receivables $ 0.4 Prepaid and other current assets 1.2 Other long-term investments 8.7 Property and equipment 14.4 Other intangible assets 7.0 Total assets acquired 31.7 Accounts payable and accrued liabilities 1.1 Deferred revenue 1.1 Notes payable 0.2 Total liabilities assumed 2.4 Total noncontrolling assumed 1.8 Net assets acquired $ 27.5 For comparative purposes, selected unaudited pro-forma combined results of operations of Cannae Holdings for the years ended December 31, 2016 and 2015 are presented below (in millions). Pro-forma results presented assume the consolidation of Brasada occurred as of the beginning of the 2015 period. Amounts are adjusted to exclude costs directly attributable to the acquisition of Brasada, including transaction costs. Year ended December 31, 2016 2015 (Unaudited) Total revenues $ 1,179.4 $ 1,434.0 Net loss attributable to Cannae Holdings (11.7 ) (20.3 ) The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the Brasada acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 14.4 3 - 40 Other intangible assets: Management services contract 5.2 12 Tradename 1.8 15 Total other intangible assets 7.0 Total $ 21.4 Dispositions On June 6, 2017, we closed on the sale of Digital Insurance, Inc. ("OneDigital") for $560.0 million in an all-cash transaction. After repayment of debt, payout to option holders and a minority equity investor and other transaction-related payments, the Company received $331.4 million from the sale, which includes $326.0 million in cash and $5.4 million in purchase price holdback receivable. We recognized a pre-tax gain of $276.0 million on the sale and $126.3 million in income tax expense which are included in Net earnings from discontinued operations on the Consolidated and Combined Statement of Operations for the year ended December 31, 2017. On January 25, 2016, we completed the sale of our Max & Erma's restaurant concept for $6.5 million pursuant to an Asset Purchase Agreement ("APA"). In the years ended December 31, 2016 and 2015 we recorded $3.0 million in total expense, inclusive of a $2.5 million loss on the sale and $0.5 million in impairment charges, and $17.3 million in expense related to impairment charges related to the sale, respectively, which are included in realized gains and (losses), net and other operating expense, respectively, on the Consolidated and Combined Statements of Operations for the years then ended. On September 16, 2015, J. Alexander's, Inc. ("J. Alexander's") and FNF entered into a Separation and Distribution Agreement, pursuant to which FNF agreed to distribute one hundred percent (100%) of its shares of J. Alexander's common stock, on a pro rata basis, to the holders of FNFV Group tracking stock. Holders of FNFV Group tracking stock received approximately 0.17272 shares of J. Alexander's common stock for every one share of FNFV Group tracking stock held at the close of business on September 22, 2015, the record date for the distribution (the "Distribution"). The Distribution was made on September 28, 2015. The results of operations of J. Alexander's are included in the Consolidated and Combined Statements of Operations through the date which it was distributed to holders of FNFV Group tracking stock. On February 18, 2015, we closed the sale of substantially all of the assets of Cascade Timberlands, LLC ("Cascade") which grows and sells timber and in which we owned a 70.2% interest, for $85.5 million less a replanting allowance of $0.7 million and an indemnity holdback of $1.0 million . The gain on the sale of $12.2 million was recorded in realized gains and (losses), net in the Consolidated and Combined Statement of Operations in the year ended December 31, 2015. There was no effect on net earnings attributable to Cannae due to offsetting amounts attributable to noncontrolling interests. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy established by the accounting standards on fair value measurements includes three levels which are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Consolidated and Combined Balance Sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access. Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable. Recurring Fair Value Measurements The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016, respectively: December 31, 2017 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ 14.8 $ — $ 14.8 Equity securities available for sale 17.7 — — 17.7 Deferred compensation 4.4 — — 4.4 Total assets $ 22.1 $ 14.8 $ — $ 36.9 Liabilities: Deferred compensation 4.4 — — 4.4 Total liabilities $ 4.4 $ — $ — $ 4.4 December 31, 2016 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ 25.0 $ — $ 25.0 Equity securities available for sale 51.8 — — 51.8 Deferred compensation 3.5 — — 3.5 Total assets $ 55.3 $ 25.0 $ — $ 80.3 Liabilities: Deferred compensation 3.5 — — 3.5 Total liabilities $ 3.5 $ — $ — $ 3.5 Our recurring Level 2 fair value measure for our fixed-maturity securities available for sale are provided by a third-party provider. We rely on one price for the instruments to determine the carrying amount of the assets on our balance sheet. Quarterly, a comparable public company is utilized to determine the fair value. The inputs utilized in the analysis include observable measures such as reference data including public company operating results and share prices and market research publications. Other factors considered include the bond's yield, its terms and conditions, and any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news. We review the pricing methodologies for our Level 2 securities by obtaining an understanding of the valuation models and assumptions used by the third-party as well as independently comparing the resulting prices to other publicly available measures of fair value. Additional information regarding the fair value of our investment portfolio is included in Note D Investments . Deferred compensation plan assets are comprised of various investment funds which are valued based upon their quoted market prices. As of December 31, 2017 and 2016, we held no material assets or liabilities of continuing operations measured at fair value using Level 3 inputs. The carrying amounts of trade receivables and notes receivable approximate fair value due to their short-term nature. The fair value of our notes payable is included in Note K Notes Payable . |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available for Sale Securities The carrying amounts and fair values of our available for sale securities at December 31, 2017 and 2016 are as follows: December 31, 2017 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities 14.8 26.3 0.3 (11.8 ) 14.8 Equity securities available for sale 17.7 17.7 0.3 (0.3 ) 17.7 Total $ 32.5 $ 44.0 $ 0.6 $ (12.1 ) $ 32.5 December 31, 2016 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities 25.0 24.7 0.3 — 25.0 Equity securities available for sale 51.8 44.2 7.6 — 51.8 Total $ 76.8 $ 68.9 $ 7.9 $ — $ 76.8 The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or discount since the date of purchase. As of December 31, 2017, the fixed maturity securities in our investment portfolio were corporate debt securities with a maturity of greater than one year but less than five years. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2017 were as follows (in millions): Less than 12 Months Fair Unrealized Value Losses Corporate debt securities $ 14.3 $ (11.8 ) Equity securities available for sale 6.8 (0.3 ) Total temporarily impaired securities $ 21.1 $ (12.1 ) The unrealized losses for the corporate debt securities were primarily caused by industry volatility and declines in values of comparable public companies. We consider the unrealized losses related to these securities to be temporary rather than permanent changes in credit quality. We expect to recover the entire amortized cost basis of our temporarily impaired fixed maturity securities as we do not intend to sell these securities and we do not believe that we will be required to sell the fixed maturity securities before recovery of the cost basis. For these reasons, we do not consider these securities other-than-temporarily impaired at December 31, 2017 . It is reasonably possible that declines in fair value below cost not considered other-than-temporary in the current period could be considered to be other-than-temporary in a future period and earnings would be reduced to the extent of the impairment. Equity securities are carried at fair value. The change in unrealized gains on equity securities for the years ended December 31, 2017 and 2016 was a net (decrease) increase of $(7.6) million and $4.0 million , respectively. During the year ended December 31, 2017, we sold equity securities for gross proceeds of $31.6 million resulting in net realized gains of $5.1 million . We sold no securities in the years ended December 31, 2016 and 2015, respectively. Subsequent to December 31, 2017, we sold the remainder of our equity holdings for gross proceeds of $17.7 million resulting in net realized gains of $0.1 million . During the years ended December 31, 2017, 2016 and 2015 we incurred no other-than-temporary impairment charges relating to available for sale investments. We recorded realized gains of $5.1 million in the year ended December 31, 2017 related to the sales of equity securities available for sale. We recorded no realized gains or losses on available for sale securities in the years ended December 31, 2016 and 2015. As of December 31, 2017, we held no investments for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize potential future impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our Consolidated and Combined Financial Statements. Interest and investment income consists of the following: Year Ended December 31, 2017 2016 2015 (In millions) Cash and short term investments $ 2.0 $ 0.5 $ 0.2 Fixed maturity securities available for sale 2.5 2.1 — Notes receivable 0.6 0.6 0.6 Other 0.2 0.1 1.2 Total $ 5.3 $ 3.3 $ 2.0 Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of December 31, 2017 and 2016 consisted of the following (in millions): Ownership at December 31, 2017 2017 2016 Ceridian 33 % $ 324.9 $ 316.9 Ceridian II 32 % 58.4 47.4 Total investment in Ceridian 383.3 364.3 Other various 41.6 36.7 Total $ 424.9 $ 401.0 On March 30, 2016, Ceridian Holding II LLC ("Ceridian II"), an affiliate of Ceridian, completed an offering of common stock (the “Offering”) for aggregate proceeds of $150.2 million . The proceeds of the Offering were used by Ceridian II to purchase shares of senior convertible preferred stock of Ceridian HCM, a wholly-owned subsidiary of Ceridian. As part of the Offering, FNF purchased a number of shares of common stock of Ceridian II equal to its pro-rata ownership in Ceridian. During the year ended December 31, 2016 we received distributions from Ceridian of $36.7 million . Other Long-term Investments Other long-term investments consist of various cost-method investments and land held for investment purposes. In the year ended December 31, 2016 we recorded $3.0 million in impairment charges related to a cost-method investment in which we determined recoverability of our investment was unlikely. The impairment is included in realized gains and (losses), net on the Consolidated and Combined Statement of Operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: Year Ended December 31, 2017 2016 (In millions) Furniture, fixtures and equipment $ 192.8 $ 185.1 Leasehold improvements 146.3 146.1 Land 38.7 23.1 Buildings 33.5 53.7 Other — — 411.3 408.0 Accumulated depreciation and amortization (192.5 ) (173.0 ) $ 218.8 $ 235.0 Depreciation expense on property and equipment was $ 41.9 million, $ 41.4 million, and $ 47.7 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goo dwill consists of the following: Restaurant Group T-System FNFV Corporate Total (in millions) Balance, December 31, 2015 $ 102.7 $ — $ — $ 102.7 Immaterial prior period correction, see Note A 1.7 — — 1.7 Sale of Max & Erma's (1.3 ) — — (1.3 ) Balance, December 31, 2016 $ 103.1 $ — $ — $ 103.1 Goodwill acquired during the year — 99.6 — 99.6 Balance, December 31, 2017 $ 103.1 $ 99.6 $ — $ 202.7 See Note B. Acquisition and Dispositions for further information on Goodwill acquired in conjunction with business combinations. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company, in the normal course of business, engages in certain activities that involve variable interest entities ("VIEs"), which are legal entities in which the equity investors as a group lack any of the characteristics of a controlling interest. The primary beneficiary of a VIE is generally the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The Company evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the years ended December 31, 2017, 2016 and 2015, we are not the primary beneficiary of any VIEs. Unconsolidated VIEs The table below summarizes select information related to variable interests held by the Company as of December 31, 2017 and 2016, of which we are not the primary beneficiary: 2017 2016 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates 13.0 14.7 9.8 11.9 Investments in Unconsolidated Affiliates The Company holds variable interests in certain unconsolidated affiliates, outlined in the table above, which are primarily comprised of funds that hold minority ownership investments primarily in healthcare-related entities. The principal risk to which these funds are exposed is credit risk related to the underlying investees. In addition to the book value of our investments in unconsolidated affiliates, the maximum exposure to loss also includes $1.7 million and $2.1 million as of December 31, 2017 and 2016, respectively, for notes receivable from an investee. We do not provide any implicit or explicit liquidity guarantees or principal value guarantees to these VIEs. The assets are included in investments in unconsolidated affiliates on the Consolidated and Combined Balance Sheets and accounted for under the equity method of accounting. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of the following: December 31, 2017 2016 (In millions) Trademarks and tradenames $ 84.0 $ 76.6 Software 67.4 19.6 Customer relationships and contracts 61.8 5.3 Other 17.4 19.5 230.6 121.0 Accumulated amortization (16.1 ) (9.2 ) $ 214.5 $ 111.8 Amortization expense for amortizable intangible assets, which consist primarily of customer relationships and software, was $7.4 million , $3.4 million , and $2.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. Other intangible assets primarily represent non-amortizable intangible assets such as licenses. Estimated amortization expense for the next five years for assets owned at December 31, 2017, is $24.4 million in 2018, $23.0 million in 2019, $21.0 million in 2020, $19.1 million in 2021 and $12.8 million in 2022. See Note B. Acquisition and Dispositions for further information on Other intangible assets acquired in conjunction with business combinations. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following: December 31, 2017 2016 (In millions) Bakery inventory: Raw materials $ 9.1 $ 5.1 Semi-finished and finished goods 7.5 5.9 Packaging 2.8 2.2 Obsolescence reserve (0.6 ) (0.3 ) Total bakery inventory 18.8 12.9 Restaurant and other inventory 10.9 11.0 Total inventory $ 29.7 $ 23.9 |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | Accounts Payable and Other Accrued Liabilities Accounts payable and other accrued liabilities, current consist of the following: December 31, 2017 2016 (In millions) Accrued payroll and employee benefits $ 23.7 $ 20.4 Trade accounts payable 20.3 24.7 Accrued casualty insurance expenses 16.5 16.7 Other accrued liabilities 40.2 29.7 $ 100.7 $ 91.5 Accounts payable and other accrued liabilities, long term consist of the following: December 31, 2017 2016 (In millions) Unfavorable lease liability $ 25.6 $ 30.0 Other accrued liabilities 36.9 30.6 $ 62.5 $ 60.6 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: December 31, 2017 2016 (In millions) ABRH Term Loan, interest payable monthly at LIBOR + 3.0% (4.57% at December 31, 2017), due August 2019 $ 84.2 $ 91.6 ABRH Revolving Credit Facility, due August 2019 with interest payable monthly or quarterly at various rates 38.0 — Brasada Cascades Credit Agreement, due January 2026 with interest payable monthly at varying rates 12.1 12.9 Revolver Note with FNF, Inc., unused portion of $100.0 million at December 31, 2017 — — Other 0.6 0.2 Notes payable, total $ 134.9 $ 104.7 Less: Notes payable, current 122.2 11.4 Notes payable, long term $ 12.7 $ 93.3 At December 31, 2017, the carrying value of our outstanding notes payable approximated fair value. The respective carrying values of the ABRH Term Loan and the B Note, Development Loan and Line of Credit Loan pursuant to the Cascades Credit Agreement, each as defined below, approximate fair value as they are variable rate instruments with monthly reset periods which reflect current market rates. The revolving credit facilities are considered Level 2 financial liabilities. The fixed-rate A Note, as defined below, pursuant to the Cascades Credit Agreement approximates fair value as of December 31, 2017. On January 29, 2016, FNF NV Brasada, LLC, an Oregon limited liability company and majority-owned subsidiary of Cannae ("NV Brasada"), entered into a credit agreement with an aggregate borrowing capacity of $17.0 million (the "Cascades Credit Agreement") with Bank of the Cascades, an Oregon state-chartered commercial bank ("Bank of the Cascades"), as lender. The Cascades Credit Agreement provides for (i) a $12.5 million acquisition loan (the "Acquisition Loan"), (ii) a $3.0 million development loan (the "Development Loan"), and (iii) a $1.5 million line of credit loan (the "Line of Credit Loan", and collectively with the Acquisition Loan and the Development Loan, the "Cascades Loans"). Pursuant to the Acquisition Loan, NV Brasada executed a $6.25 million "A Note", which accrues interest at a rate of 4.51% per annum and matures on the tenth anniversary of the issuance thereof, and a $6.25 million "B Note", which accrues interest at the rate of LIBOR plus 225 basis points, adjusted monthly, and matures on the tenth anniversary of the issuance thereof. NV Brasada makes equal monthly payments of principal and interest to Bank of the Cascades under the Acquisition Loan. Each of the Development Loan and the Line of Credit Loan accrue interest at the rate of LIBOR plus 225 basis points, adjusted monthly, and mature on the second anniversary of the respective issuances thereof. NV Brasada makes equal monthly payments of interest to Bank of the Cascades under the Development Loan and the Line of Credit Loan. The Cascades Loans are secured by certain single-family residential lots that can be sold for construction, owned by NV Brasada, and certain other operating assets owned by NV Brasada. The Company does not provide any guaranty or stock pledge under the Cascades Credit Agreement. As of December 31, 2017, there was $12.1 million , net of debt issuance costs, outstanding under the Cascades Credit Agreement; the Acquisition Loan and Line of Credit Loan incurred interest at 3.63% and 3.75% , respectively; and there was $0.8 million available to be drawn on the Line of Credit Loan. On August 19, 2014, ABRH entered into a credit agreement (the "ABRH Credit Facility") with Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender (the "ABRH Administrative Agent"), Bank of America, N.A. as Syndication Agent and the other financial institutions party thereto. On February 24, 2017, the ABRH Credit Facility was amended. The ABRH Credit Facility provides for a maximum revolving loan of $60.0 million (the "ABRH Revolver") with a maturity date of August 19, 2019. Additionally, the ABRH Credit Facility provides for a maximum term loan (the "ABRH Term Loan") of $110.0 million with quarterly installment repayments through June 30, 2019 and a maturity date of August 19, 2019 for the outstanding unpaid principal balance and all accrued and unpaid interest. ABRH borrowed the entire $110.0 million under the ABRH Term Loan in August 2014. Pricing for the ABRH Credit Facility is based on an applicable margin between 225 basis points to 300 basis points over LIBOR and between 125 basis points and 200 basis points over the Base Rate (which is the highest of (a) 50 basis points in excess of the federal funds rate, (b) the ABRH Administrative Agent "prime rate," or (c) the sum of 100 basis points plus one-month LIBOR). A commitment fee amount is also due at a rate per annum equal to between 32.5 and 40 basis points on the average daily unused portion of the commitments under the ABRH Revolver. The ABRH Credit Facility also allows for ABRH to request up to $20.0 million of letters of credit commitments and $20 million in swingline debt from the ABRH Administrative Agent. The ABRH Credit Facility is subject to affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on ABRH's creation of liens, sales of assets, incurrence of indebtedness, restricted payments and transactions with affiliates. The covenants addressing restricted payments include certain limitations on the declaration or payment of dividends by ABRH to its parent, Fidelity Newport Holdings, LLC ("FNH"), and by FNH to its members. The ABRH Credit Facility includes customary events of default for facilities of this type (with customary grace periods, as applicable), which include a cross-default provision whereby an event of default will be deemed to have occurred if ABRH or any of its guarantors, which consists of FNH and certain of its subsidiaries (together, the "Loan Parties") or any of their subsidiaries default on any agreement with a third party of $10.0 million or more related to their indebtedness and such default results in a right by such third party to accelerate such Loan Party's or its subsidiary's obligations. The ABRH Credit Facility provides that, upon the occurrence of an event of default, the ABRH Administrative Lender may (i) declare the principal of, and any and all accrued and unpaid interest and all other amounts owed in respect of, the loans immediately due and payable, (ii) terminate loan commitments and (iii) exercise all other rights and remedies available to the ABRH Administrative Lender or the lenders under the loan documents. As of December 31, 2017, $34.7 million of borrowings under the ABRH Credit Facility incurred interest monthly at 4.49% and $3.3 million of borrowings incurred interest quarterly at 6.50% , $11.0 million of letters of credit were outstanding and there was $11.0 million of remaining borrowing capacity under its revolving credit facility. ABRH was not in compliance with certain covenants of the ABRH Credit Facility as of December 31, 2017 and, accordingly, all outstanding borrowings under such facility were classified as current on our Consolidated and Combined Balance Sheets. On March 13, 2018 Cannae entered into an Assignment and Assumption Agreement with certain of ABRH's lenders to purchase all of the outstanding loans and lending commitments under the ABRH Credit Facility, which resulted in Cannae becoming ABRH's sole lender. Subsequent to the assignment, Cannae and ABRH entered into a Second Amendment to the Credit Agreement to increase the interest rate to 10% suspend the financial covenants until March 31, 2019 and require ABRH to pay to Cannae an amendment fee equal to 2% of the outstanding loan balance. On June 30, 2014, FNF issued to FNFV, LLC a revolver note in an aggregate principal amount of up to $100 million (the "Revolver Note"), pursuant to FNF's revolving credit facility. Pursuant to the Revolver Note, FNF may make one or more loans to FNFV, LLC, in increments of $1.0 million , with up to $100.0 million outstanding at any time. Outstanding amounts under the Revolver Note accrue interest at the rate set forth under FNF's revolving credit facility, plus 100 basis points. Revolving loans under FNF's revolving credit facility generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) 0.5% in excess of the federal funds rate, (b) the Administrative Agent's "prime rate", or (c) the sum of 1% plus one-month LIBOR) plus a margin of between 32.5 and 60 basis points depending on the senior unsecured long-term debt ratings of FNF, or (ii) LIBOR plus a margin of between 132.5 and 160 basis points depending on the senior unsecured long-term debt ratings of FNF. The Revolver Note matured on June 30, 2015, which maturity date automatically continued to be extended for additional one -year terms. On November 17, 2017, FNF issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million (the "FNF Revolver") which replaced the Revolver Note. The FNF Revolver accrues interest at LIBOR plus 450 basis points and matures on the five -year anniversary of the date of the FNF Revolver. The maturity date is automatically extended for additional five -year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. As of December 31, 2017, we have not made any borrowings under the FNF Revolver. Gross principal maturities of notes payable at December 31, 2017 are as follows (in millions): 2018 $ 124.3 2019 — 2020 — 2021 — 2022 — Thereafter 11.5 $ 135.8 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On November 17, 2017, FNF distributed all of common stock of Cannae to the shareholders of FNFV Group in a transaction that qualified as a tax-free split-off under section 355 of the Internal Revenue Code of 1986. As a result of the Split-Off, Cannae is now a separate publicly traded company. All activity through the date of the Split-Off will be included in FNF’s consolidated tax return and Cannae will file an initial federal consolidated tax return, as well as various state tax returns, that will include Cannae’s activity subsequent to the Split-Off. Income tax (benefit) expense on continuing operations consists of the following: Year Ended December 31, 2017 2016 2015 (In millions) Current $ (28.2 ) $ 6.2 $ 46.5 Deferred 11.6 (16.6 ) (66.2 ) $ (16.6 ) $ (10.4 ) $ (19.7 ) A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 3.1 4.4 17.1 Tax credits 8.6 (66.1 ) 84.8 Valuation allowance 5.9 — (2.0 ) Non-deductible expenses and other, net (5.0 ) 9.1 7.6 Noncontrolling interests (7.6 ) (2.3 ) 140.8 Tax Reform (9.9 ) — — Other (3.7 ) — — Effective tax rate excluding equity investments 26.4 % (19.9 )% 283.3 % Equity investments (4.4 ) (184.4 ) 229.2 Effective tax rate 22.0 % (204.3 )% 512.5 % The significant components of deferred tax assets and liabilities at December 31, 2017 and 2016 consist of the following: December 31, 2017 2016 (In millions) Deferred tax assets: Employee benefit accruals $ 0.2 $ 1.6 Net operating loss carryforwards 10.9 — Equity investments 14.6 35.0 Investment securities 3.0 — Partnerships — 4.9 Accrued liabilities 3.3 — State income taxes — 0.7 Tax credit carryforwards 1.1 — Total gross deferred tax asset 33.1 42.2 Less: valuation allowance 0.7 5.8 Total deferred tax asset $ 32.4 $ 36.4 Deferred tax liabilities: Investment securities $ — $ (3.0 ) Amortization of goodwill and intangible assets (16.8 ) — Partnerships (4.4 ) — Depreciation (0.6 ) (0.3 ) Total deferred tax liability $ (21.8 ) $ (3.3 ) Net deferred tax asset $ 10.6 $ 33.1 The Company's net deferred tax asset was $10.6 million and $33.1 million at December 31, 2017, and 2016, respectively. The primary changes to the deferred taxes relate to acquired intangibles and net operating loss ("NOL") carryforwards; as well as changes in valuation allowance, equity investments, and partnership interests. The decrease of $20.4 million in our deferred tax asset for equity investments as of December 31, 2017 from 2016 was the result of the current year pick up of equity in earnings of unconsolidated affiliates and the enactment of the Tax Reform Act, as defined below. The change in our deferred taxes for investment securities from a deferred tax liability of $3.0 million to a deferred tax asset of $3.0 million as of December 31, 2016 and December 31, 2017, respectively, was primarily related to valuation adjustments for unrealized losses on corporate debt securities. See Note D. Investments for further discussion on temporary impairment of corporate debt securities. The change in our deferred taxes for partnerships from a deferred tax asset of $4.9 million as of December, 31, 2016 to a deferred tax liability of $4.4 million as of December 31, 2017 was primarily related to the transfer of tax attributes to FNF as a result of the Split-Off. As a result of the T-System Merger in the fourth quarter of 2017, the Company recorded a deferred tax liability of approximately $16.6 million related to intangibles and an $8.6 million deferred tax asset related to federal and state NOL carryforwards. The NOLs acquired in the T-System Merger are subject to a Section 382 limitation; however based on the section 382 limitation amount all of the NOL carryovers can be fully utilized before they expire. The Company’s NOL and tax credit carryovers expire in various tax years through 2038. ASC 740 requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all of the available evidence using a “more likely than not” standard. A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized. Management evaluated the Company’s deferred tax assets for recoverability using a consistent approach which considers the relative impact of negative and positive evidence, in particular, the Company’s historical profitability and any projections of future taxable income or potential future tax planning strategies. As of December 31, 2017 and 2016, we had a valuation allowance of $0.7 million and $5.8 million , respectively. The valuation allowance recorded as of December 31, 2016 related to tax basis of an investment which would generate capital losses when sold or written off. In the fourth quarter of 2017, management determined that it was more likely than not that the Company would be able to realize such capital losses in the future. As a result, the valuation allowance was released. As of December 31, 2017, a small valuation allowance was recorded against certain state NOLs reflected in the Restaurant Group segment that were not more likely than not to be realized. The Company did not have any unrecognized tax benefits as of December 31, 2017, 2016 or 2015. Tax Reform On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). Among other provisions, the Tax Reform Act reduced the Federal statutory corporate income tax rate from 35% to 21% and limited or eliminated certain deductions. During the fourth quarter of 2017, we recorded a one-time non-cash net tax expense of $7.5 million related to the revaluation of our deferred income tax assets and liabilities as a result of the Tax Reform Act. The reduction in tax rate reduced the Company’s 2017 effective tax rate by 9.9% . The Tax Reform Act significantly changes how the United States taxes corporations. The Company has analyzed and interpreted the current and future impacts of the Tax Reform Act and recorded the provisional effects in its financial statements as of December 31, 2017. However, the legislation remains subject to potential amendments, technical corrections and further guidance. Further, in connection with the filing of its tax return, the Company has the ability to change certain elections it has applied to the calculation of the year-end deferred tax assets and liabilities or amounts related to investments in subsidiaries. When the impact of the Tax Reform Act is finalized, the Company will record any necessary adjustments in the period in which the change occurs. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, depart from customary litigation or regulatory inquiries incidental to our business. Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state employment, franchise and other laws; and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns. Our Restaurant Group companies are also subject to compliance with extensive government laws and regulations related to employment practices and policies and the manufacture, preparation, and sale of food and alcohol. We may also become subject to lawsuits and other proceedings, as well as card network fines and penalties, arising out of the actual or alleged theft of our customers' credit or debit card information. We review lawsuits and other legal and regulatory matters (collectively “legal proceedings”) on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate is recorded. As of December 31, 2017, we had $0.2 million accrued for legal proceedings. As of December 31, 2016, we had no accrual for legal proceedings as none of our ongoing matters were both probable and reasonably estimable. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period in the event of an unfavorable outcome, at present, we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. On April 8, 2016, a cyber-security investigation at O’Charley’s identified signs of unauthorized access to the payment card network of O’Charley’s restaurants. The Company retained a cyber security firm to prepare a report (a “Payment Card Industry Forensic Investigator report” or “PFI report”) describing the incident. The PFI report was submitted to the card networks on June 10, 2016. Based on PFI report, credit cards used at all O’Charley’s restaurants (other than three franchised locations) from March 18, 2016, to April 8, 2016 may have been affected. To date, the Company has reimbursed Fifth Third Bank for fines arising under the MasterCard Security Rules and Procedures (Merchant Edition) in the amount of $0.6 million . The Company has also reimbursed Fifth Third Bank for an assessment under the VISA Global Compromised Account Recovery (GCAR) rules and PCI penalty in the amount of $1.8 million . The Company has received insurance reimbursements equal to $2.0 million relating to the MasterCard and VISA assessments. Any additional amounts imposed by other card issuers will depend on a variety of factors, including the specific facts and circumstances of the incident, including the number of cards used to make unauthorized purchases, and the exercise of discretion by each card network. O’Charley’s could also face lawsuits by individual cardholders for unauthorized charges if the individuals are not fully compensated by the card brands. However, individual cardholders generally have no liability for unauthorized charges under the card brand rules, and O’Charley’s has received no notice of any such lawsuits to date. O’Charley’s is the defendant in a lawsuit, Otis v. O’Charley’s, LLC, filed on July 13, 2016, in U.S. District Court, Central District of Illinois. The lawsuit purports to bring a national class action on behalf of all O’Charley’s servers and bartenders under the Fair Labor Standards Act and similar state laws. The complaint alleges that O'Charley's failed to pay plaintiffs the applicable minimum wage and overtime by requiring tipped employees to: (a) spend more than twenty percent of their time performing non-tipped duties, including dishwashing, food preparation, cleaning, maintenance, and other "back of the house" duties; and (b) perform “off the clock” work. Plaintiffs seek damages and declaratory relief. The named plaintiffs and members of the putative class are parties to employment agreements with O’Charley’s that provide, inter alia, for individual arbitration of potential claims and disputes. On October 25, 2016, the District Court entered an Order staying all proceedings in the Otis case pending the United States Supreme Court’s resolution of certain petitions for certiorari filed in several Circuit Courts of Appeals cases that address the issue of whether agreements between employers and employees to arbitrate disputes on an individual basis are enforceable under the Federal Arbitration Act. The Order provides that, if certiorari is granted in any of the Circuit Courts of Appeals cases, the stay of the Otis case will continue until the Supreme Court reaches a final decision on the merits in the cases. On January 13, 2017, the Supreme Court granted certiorari in three of the Circuit Courts of Appeals cases that address the enforceability of arbitration agreements. Accordingly, the proceedings in the Otis case are stayed until the Supreme Court reaches a final decision on the merits in the three cases. Operating Leases Future minimum operating lease payments are as follows (in millions): 2018 $ 61.7 2019 57.0 2020 50.6 2021 43.5 2022 32.5 Thereafter 131.5 Total future minimum operating lease payments $ 376.8 Rent expense incurred under operating leases during the years ended December 31, 2017, 2016 and 2015 was $61.9 million , $64.5 million , and $74.8 million , respectively. Rent expense in the year ended December 31, 2016 also included abandoned lease charges related to office closures of $6.9 million related to the termination of leases associated with the sale of the Max and Erma's restaurant concept. No abandoned lease charges were recorded in the years ended December 31, 2017 and 2015. Unconditional Purchase Obligations The Restaurant Group has unconditional purchase obligations with various vendors. These purchase obligations are primarily food and beverage obligations with fixed commitments in regards to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. We used both historical and projected volume and pricing as of December 31, 2017 to determine the amount of the obligations. Purchase obligations as of December 31, 2017 are as follows (in millions): 2018 $ 220.3 2019 26.2 2020 17.0 2021 4.4 2022 3.3 Thereafter — Total purchase commitments $ 271.2 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations OneDigital On June 6, 2017, we completed the sale of OneDigital. As a result of the sale of OneDigital we have reclassified the assets and liabilities divested as held for sale as of December 31, 2016. Further, the financial results of the businesses sold have been reclassified to discontinued operations for all periods presented in our Consolidated and Combined Statements of Operations. We retained no ownership in OneDigital and have no continuing involvement with OneDigital as of the date of the sale. A reconciliation of the operations of OneDigital to the Consolidated and Combined Statement of Operations is shown below: Year Ended December 31, 2017 2016 2015 (in millions) Revenues: Other operating revenue $ 80.9 $ 148.3 $ 116.4 Total operating revenues 80.9 148.3 116.4 Operating expenses: Personnel costs 56.9 94.8 75.7 Depreciation and amortization 8.8 18.1 15.7 Other operating expenses 11.3 27.1 17.0 Total operating expenses 77.0 140.0 108.4 Operating income 3.9 8.3 8.0 Other income (expense): Interest expense (2.9 ) (4.8 ) (3.0 ) Realized gain 276.0 — — Total other income (expense) 273.1 (4.8 ) (3.0 ) Earnings from continuing operations before income taxes 277.0 3.5 5.0 Income tax expense 129.3 1.5 2.2 Net earnings from discontinued operations 147.7 2.0 2.8 Cash flow from discontinued operations data: Net cash provided by operations $ 17.3 $ 27.6 $ 17.9 Net cash used in investing activities (27.3 ) (51.9 ) (30.0 ) Other acquisitions/disposals of businesses, net of cash acquired, on the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015 includes $25.9 million , $48.3 million , and $26.1 million , respectively, related to acquisitions made by OneDigital. Borrowings on the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2017 and 2016 includes $23.0 million and $38.0 million , respectively, related to borrowings made by OneDigital. Debt service payments on the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2017 and 2016 includes $3.0 million and $7.5 million , respectively, related to debt principal payments made by OneDigital. A reconciliation of the financial position of OneDigital to the Consolidated and Combined Balance Sheet is shown below: December 31, 2016 Cash and cash equivalents $ 4.7 Trade receivables 13.6 Prepaid expenses and other current assets 3.5 Total current assets of discontinued operations 21.8 Property and equipment, net 3.0 Deferred tax assets 17.0 Other intangible assets, net 115.6 Goodwill 104.7 Other long term investments and noncurrent assets 1.6 Total noncurrent assets of discontinued operations 241.9 Total assets of discontinued operations $ 263.7 Accounts payable and other accrued liabilities, current $ 28.5 Income taxes payable 3.4 Total current liabilities of discontinued operations 31.9 Long term notes payable 128.7 Accounts payable and other accrued liabilities, long term 21.4 Total noncurrent liabilities of discontinued operations 150.1 Total liabilities of discontinued operations $ 182.0 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Omnibus Plan In 2017, we established the 2017 Omnibus Incentive Plan (the “Omnibus Plan”) authorizing the issuance of up to 3.9 million shares of common stock, subject to the terms of the Omnibus Plan. The 2017 Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares, performance units, other cash and stock-based awards and dividend equivalents. As of December 31, 2017, there were 287,059 shares of CNNE restricted stock outstanding (the "CNNE Awards") under the Omnibus Plan. Awards granted are approved by the Compensation Committee of the Board of Directors of the Company. Restricted stock transactions under the Omnibus Plan in 2017 are as follows: Shares Weighted Average Grant Date Fair Value Balance, December 31, 2016 — $ — Granted 287,059 18.45 Balance, December 31, 2017 287,059 $ 18.45 Compensation cost relating to share-based payments is recognized in the Consolidated and Combined Statements of Earnings based on the grant-date fair value of each award. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period of 3 years. Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices. Net earnings attributable to Cannae reflects stock-based compensation expense for the CNNE Awards of $0.2 million for the year ended December 31, 2017, which are included in personnel costs on the Consolidated and Combined Statements of Operations. There was no expense related to CNNE Awards in 2016 or 2015. The total fair value of restricted stock awards granted in the year ended December 31, 2017 was $5.3 million . As of December 31, 2017, the unrecognized compensation cost related to the CNNE Awards is $5.1 million and is expected to be recognized over a period of three years. FNFV Restricted Stock Awards Prior to the Split-Off, we historically participated in FNF's Omnibus Incentive Plan (the “ FNF Omnibus Plan”) which provided for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares, performance units, other cash and stock-based awards and dividend equivalents in either of FNF's two former classes of common stock, FNF Group and FNFV Group. As of December 31, 2017 there were no shares of FNFV Group restricted stock outstanding (the "FNFV Awards") under the FNF Omnibus Plan. Prior to the Split-Off, stock-based compensation related to FNFV Awards was allocated to us by FNF. Compensation cost relating to share-based payments is recognized in the Consolidated and Combined Financial Statements based on the fair value of each award. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period of 3 years. Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices. Net earnings attributable to FNFV reflects the allocation of stock-based compensation expense for the FNFV Awards of $4.2 million , $4.7 million , and $9.9 million for the years ended December 31, 2017, 2016 and 2015, respectively which are included in personnel costs on the Consolidated and Combined Statements of Operation. As of December 31, 2017, there was no remaining unrecognized compensation cost related to the FNFV Awards. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and trade receivables. We place cash equivalents with high credit quality financial institutions and, by policy, limit the amount of credit exposure with any one financial institution. Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up our customer base, thus spreading the trade receivables credit risk. We control credit risk through monitoring procedures. ABRH obtains a majority of its restaurant food products and supplies from four distributors. Although we believe alternative vendors could be found in a timely manner, any disruption of these services could potentially have an adverse impact on ABRH's operating results. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. There are several intercompany corporate related arrangements between our various businesses. The effects of these arrangements including intercompany notes and related interest and any other non-operational intercompany revenues and expenses have been eliminated in the segment presentations below. As of and for the year ended December 31, 2017: Restaurant Group T-System Ceridian Corporate Ceridian Elimination Total (in millions) Restaurant revenues $ 1,129.0 $ — $ — $ — $ — $ 1,129.0 Other revenues — 12.9 751.7 27.6 (751.7 ) 40.5 Revenues from external customers 1,129.0 12.9 751.7 27.6 (751.7 ) 1,169.5 Interest and investment income, including realized gains and losses — — — 10.2 — 10.2 Total revenues 1,129.0 12.9 751.7 37.8 (751.7 ) 1,179.7 Depreciation and amortization 43.6 3.1 57.9 2.6 (57.9 ) 49.3 Interest expense (6.6 ) — (86.6 ) (0.4 ) 86.6 (7.0 ) (Loss) earnings from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates (36.1 ) (0.9 ) (51.8 ) (38.2 ) 51.8 (75.2 ) Income tax expense (benefit) 0.7 (2.4 ) (43.9 ) (14.9 ) 43.9 (16.6 ) (Loss) earnings from continuing operations, before equity in earnings (loss) of unconsolidated affiliates (36.8 ) 1.5 (7.9 ) (23.3 ) 7.9 (58.6 ) Equity in earnings of unconsolidated affiliates 0.1 — — 1.4 1.9 3.4 (Loss) earnings from continuing operations $ (36.7 ) $ 1.5 $ (7.9 ) $ (21.9 ) $ 9.8 $ (55.2 ) Assets $ 501.0 $ 221.2 $ 6,832.9 $ 765.0 $ (6,832.9 ) $ 1,487.2 Goodwill 103.1 99.6 2,087.3 — (2,087.3 ) 202.7 As of and for the year ended December 31, 2016: Restaurant Group Ceridian Corporate Ceridian Elimination Total (in millions) Restaurant revenues $ 1,157.6 $ — $ — $ — $ 1,157.6 Other revenues — 704.2 20.8 (704.2 ) 20.8 Revenues from external customers 1,157.6 704.2 20.8 (704.2 ) 1,178.4 Interest and investment (loss) income, including realized gains and losses (2.5 ) — 15.1 — 12.6 Total revenues 1,155.1 704.2 35.9 (704.2 ) 1,191.0 Depreciation and amortization 42.4 57.3 2.3 (57.3 ) 44.7 Interest expense (4.7 ) (87.4 ) (0.5 ) 87.4 (5.2 ) Earnings (loss) from continuing operations, before income taxes and equity in losses of unconsolidated affiliates 0.8 (87.6 ) 4.4 87.6 5.2 Income tax expense (benefit) 0.4 17.8 (10.8 ) (17.8 ) (10.4 ) Earnings (loss) from continuing operations, before equity in losses of unconsolidated affiliates 0.4 (105.4 ) 15.2 105.4 15.6 Equity in losses of unconsolidated affiliates — — (0.4 ) (29.1 ) (29.5 ) Earnings (loss) from continuing operations $ 0.4 $ (105.4 ) $ 14.8 $ 76.3 $ (13.9 ) Assets $ 497.2 $ 6,426.5 $ 976.1 $ (6,426.5 ) $ 1,473.3 Goodwill 103.1 2,058.0 — (2,058.0 ) 103.1 As of and for the year ended December 31, 2015: Restaurant Group Ceridian Corporate Ceridian Elimination Total FNFV (in millions) Restaurant revenues $ 1,412.3 $ — $ — $ — $ 1,412.3 Other revenues — 693.9 2.4 (693.9 ) 2.4 Revenues from external customers 1,412.3 693.9 2.4 (693.9 ) 1,414.7 Interest and investment (loss) income, including realized gains and losses (0.5 ) — 14.3 — 13.8 Total revenues 1,411.8 693.9 16.7 (693.9 ) 1,428.5 Depreciation and amortization 48.9 56.0 0.9 (56.0 ) 49.8 Interest expense (5.9 ) (87.8 ) 0.4 87.8 (5.5 ) Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 7.6 (55.7 ) (11.4 ) 55.7 (3.8 ) Income tax (benefit) expense (1.8 ) 8.6 (17.9 ) (8.6 ) (19.7 ) Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 9.4 (64.3 ) 6.5 64.3 15.9 Equity in (losses) earnings of unconsolidated affiliates — — 1.2 (27.2 ) (26.0 ) Earnings (loss) from continuing operations $ 9.4 $ (64.3 ) $ 7.7 $ 37.1 $ (10.1 ) Assets $ 507.6 $ 7,186.4 $ 961.9 $ (7,186.4 ) $ 1,469.5 Goodwill 102.7 2,008.5 — (2,008.5 ) 102.7 The activities in our segments include the following: • Restaurant Group. This segment consists of the operations of ABRH, in which we have a 55% ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Village Inn and Bakers Square food service and restaurant concepts, as well as the Legendary Baking bakery operation. This segment also included the results of operations of J. Alexander's through the date which it was distributed to holders of FNFV Group tracking stock, September 28, 2015, and the Max & Erma's restaurant concept, which was sold pursuant to an APA on January 25, 2016. • Ceridian. This segment consists of our 33% ownership interest in Ceridian. Ceridian, through its operating subsidiary Ceridian HCM, is a global company that offers a broad range of services and software designed to help employers more effectively manage employment processes, such as payroll, payroll related tax filing, human resource information systems, employee self-service, time and labor management, employee assistance and work-life programs, and recruitment and applicant screening. Ceridian HCM's cloud offering, Dayforce, is a cloud solution that meets HCM needs with one employee record and one user experience throughout the application. Dayforce enables organizations to process payroll, maintain human resources records, manage benefits enrollment, schedule staff, and find and hire personnel, while monitoring compliance throughout the employee life cycle. Our chief operating decision maker reviews the full financial results of Ceridian for purposes of assessing performance and allocating resources. Thus, we have included the full financial results of Ceridian in the table above. We account for our investment in Ceridian under the equity method of accounting and therefore its results of operations do not consolidate into ours. Accordingly, we have presented the elimination of Ceridian's results in the Ceridian Elimination section of the segment presentation above. • T-System. This segment consists of the operations of our wholly-owned subsidiary, T-System, acquired on October 16, 2017. T-System is a provider of clinical documentation and coding solutions to hospital-based and free-standing emergency departments and urgent care facilities. T-System organizes itself into two businesses. The Clinical Documentation business offers software solutions providing clinical staff with full workflow operations that drive documentation completeness and revenue optimization to more than 435 customers. Additionally, the patented T-Sheet is the industry standard for emergency department documentation, with more than 800 customers. The Coding Software & Outsourced Solutions business provides a full-service outsourced coding solution as well as a cloud-based software-as-a-service solution for self-service coding. These offerings help more than 75 customers at over 300 sites optimize their revenue cycle workflow and customer revenue reimbursement through improved coding accuracy and compliance and coder productivity compared to in-house coding • Corporate and Other. This segment consists of our share in the operations of certain controlled portfolio companies and other equity investments as well as certain intercompany eliminations and taxes. Total assets for this segment as of December 31, 2016 and 2015 also include the assets of One Digital. See Note N Discontinued Operations for further details. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions FNF As a former wholly-owned subsidiary of FNF, we have incurred payables related to historical intercompany transactions, taxes and cost allocations between us and FNF. FNF forgave these historical intercompany receivables due from us which amounted to $4.5 million , $9.5 million , and $2.2 million in the years ended December 31, 2017, 2016, and 2015, respectively. The Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the CSA and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. Total operating expenses allocated from FNF to us was $9.5 million , $9.3 million and $16.9 million in the years ended December 31, 2017, 2016 and 2015, respectively, which includes $0.1 million related to activity allocated to us after consummation of the Split-Off. On November 16, 2017, certain subsidiaries of FNF contributed an aggregate of $100.0 million to us (the "FNF Investment") in exchange for 5,706,134 shares of Cannae common stock. We have a $100.0 million Revolver Note with FNF. As of December 31, 2017 and 2016, there is no outstanding balance under the FNF Revolver or Revolver Note. Refer to Note K Notes Payable for further discussion. Sale of Max & Erma's On January 25, 2016, ABRH completed the sale of its Max & Erma's restaurant concept for $6.5 million pursuant to an APA. The buyer was a joint venture formed by Newport Global Opportunities Fund 1-A AIV LP and Glacier Restaurant Group ("GRG"), a restaurant owner and operator majority-owned by William P. Foley II, the Chairman of FNF's Boards of Directors. The transaction included the sale of 26 restaurants to GRG along with all Max & Erma's tradenames/trademarks and franchise operations, and other assets and liabilities. While the real estate leases for the 25 leased restaurants were assigned to the buyer, ABRH was not released from liability under the leases and remains liable in the event the buyer fails to pay amounts due thereunder. As of December 31, 2017, the maximum amount of this guarantee is $23.1 million . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU provides a new comprehensive revenue recognition model that requires companies to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This update permits the use of either the retrospective or cumulative effect transition method. ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations was issued by FASB in March 2016 to clarify the principal versus agent considerations within ASU 2014-09. ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing was issued by the FASB in April 2016 to clarify how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients was issued by the FASB in May 2016 to clarify certain terms from the aforementioned updates and to add practical expedients for contracts at various stages of completion. ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , was issued by the FASB in December 2016 which includes thirteen technical corrections and improvements affecting narrow aspects of the guidance issued in ASU 2014-09. Upon issuance of ASU 2015-14, the effective date of ASU 2014-09 was deferred to annual and interim periods beginning on or after December 15, 2017. We will adopt the guidance on January 1, 2018. Either of the following transition methods is permitted: (i) a full retrospective approach reflecting the application of the new standard in each prior reporting period, or (ii) a modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings in the year the new standard is first applied. We expect to adopt the new guidance under the modified retrospective approach and, while we expect to record a cumulative-effect adjustment, we do not expect the new guidance to have a material impact on our Consolidated and Combined Financial Statements. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) . The amendments in this ASU introduce broad changes to the accounting and reporting for leases by lessees. The main provisions of the new standard include: clarifications to the definitions of a lease, components of leases, and criteria for determining lease classification; requiring virtually all leased assets, including operating leases and related liabilities, to be reflected on the lessee's balance sheet; and expanding and adding to the required disclosures for lessees. This update is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the standard is permitted. The ASU requires a modified retrospective approach to transitioning which allows for the use of practical expedients to effectively account for leases commenced prior to the effective date in accordance with previous GAAP, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We are still evaluating the totality of the effects this new guidance will have on our business process and systems, Consolidated and Combined Financial Statements and related disclosures. We have identified a vendor with software suited to track and account for leases under the new standard. We plan to adopt this standard on January 1, 2019. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments . The amendments in this ASU introduce broad changes to accounting for credit impairment of financial instruments. The primary updates include the introduction of a new current expected credit loss ("CECL") model that is based on expected rather than incurred losses and amendments to the accounting for impairment of debt securities available for sale. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effect this new guidance will have on our Consolidated and Combined Financial Statements and related disclosures and have not yet concluded on its effects. We do not plan to early adopt the standard. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees, and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. The ASU requires retrospective application to all prior periods presented upon adoption. We adopted this ASU on January 1, 2018 and based on our preliminary analysis, we do not expect the adoption of this ASU to have a material impact on our resulting operating, investing, or financing cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business to assist companies with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The new guidance requires a company to evaluate if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the guidance for revenue from contracts with customers. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The guidance should be applied prospectively to any transactions occurring within the period of adoption. We adopted this ASU on January 1, 2018. Based on our historical acquisition activity, we do not expect this to have a material impact on our ongoing accounting or financial reporting. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance simplifies the measurement of goodwill impairment by removing step 2 of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit's carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. The new standard is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We have completed our evaluation of the effect this new guidance will have on our Consolidated and Combined Financial Statements and related disclosures and have concluded that the effect will not be material. We do not expect to early adopt this standard. |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplementary Cash Flow Information | Supplementary Cash Flow Information The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2017 2016 2015 (In millions) Cash paid during the year: Interest $ 8.7 $ 8.7 $ 7.4 Income taxes 117.7 4.0 53.6 Non-cash financing activities: Liabilities and noncontrolling interests assumed in connection with acquisitions (1): Fair value of net assets acquired $ 252.5 $ 92.0 $ 31.5 Less: Total cash purchase price 222.7 75.8 24.7 Liabilities and noncontrolling interests assumed $ 29.8 $ 16.2 $ 6.8 Debt extinguished through the sale of OneDigital $ 151.1 $ — $ — _____________________________________ (1) See Note B for further discussion of assets and liabilities acquired in business combinations in the years ended December 31, 2017 and 2016. |
Business and Summary of Signi27
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Consolidated and Combined Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. Prior to the Split-Off, these financial statements represent a combination of the historical financial information of the operations attributed to FNFV, of which Cannae is comprised. The Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the CSA and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. Both FNF and Cannae believe such allocations are reasonable; however, they may not be indicative of the actual results of operations or cash flows of the Company had the Company been operating as an independent, publicly traded company for the periods presented or the amounts that will be incurred by the Company in the future. |
Principles of Combination | 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 until such time that they may become wholly or majority-owned. Earnings attributable to noncontrolling interests are recorded on the Consolidated and Combined 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 Consolidated and Combined Balance Sheets in each period. |
Management Estimates | Management Estimates The preparation of these Consolidated and Combined 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 Consolidated and Combined Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the carrying amount and depreciation of property and equipment (Note E), the valuation of acquired intangible assets (Note B and Note H), fair value measurements (Note C), and accounting for income taxes (Note L). Actual results could differ from estimates |
Recent Developments/Recent Accounting Pronouncements | Recent Developments On March 26, 2018, Ceridian HCM announced that it has filed a draft registration statement on Form S-1 with the SEC, which has not yet become effective, relating to the proposed initial public offering of its common stock. The number of shares of common stock to be sold and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market and other conditions. Ceridian will apply to list its common stock on the New York Stock Exchange and on the Toronto Stock Exchange. Securities in Ceridian may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. On March 13, 2018, Cannae entered into an Assignment and Assumption Agreement with certain of ABRH's lenders to purchase all of the outstanding loans and lending commitments under the ABRH Credit Facility, which resulted in Cannae becoming ABRH's sole lender. Subsequent to the assignment, Cannae and ABRH entered into a Second Amendment to the Credit Agreement to increase the interest rate to 10% , suspend the financial covenants until March 31, 2019 and require ABRH to pay to Cannae an amendment fee equal to 2% of the outstanding loan balance. On March 12, 2018, Cannae Holdings and Newport Global Opportunities Fund I-AAIV ("Newport Global") signed a non-binding letter of intent pursuant to which American Blue Ribbon Holdings intends to distribute 95% of its family dining group and Legendary Baking to Newport Global in 100% redemption of Newport Global’s interest in American Blue Ribbon Holdings. This proposed transaction would leave Cannae with approximately 94% of the interest in O’Charley’s and 99 Restaurants, LLC, a wholly-owned subsidiary of FNH ("99 Restaurants"), along with an approximately 5% interest in the family dining group and Legendary Baking. On February 1, 2018, Cannae Holdings, LLC (“Cannae LLC”), a Delaware limited liability company and a subsidiary of the Company, Fidelity Newport Holdings, LLC, a Delaware limited liability company and a majority-owned subsidiary of Cannae LLC (“FNH” and, together with Cannae LLC, the “Sellers”), 99 Restaurants, J. Alexander’s Holdings, Inc., a Tennessee corporation (“JAX”), J. Alexander’s Holdings, LLC, a Delaware limited liability company and direct, majority-owned subsidiary of JAX (“JAX OP”) and Nitro Merger Sub, Inc., a Tennessee corporation and wholly-owned subsidiary of JAX OP (“Merger Sub”) entered into a letter agreement to terminate their previously reported Agreement and Plan of Merger, dated as of August 3, 2017, by and among the Sellers, 99 Restaurants, JAX, JAX OP and Merger Sub (as amended on January 30, 2018, the “Merger Agreement”), pursuant to Section 9.1(b)(iii) thereof. The parties reached this decision following the conclusion of a special meeting of the shareholders of JAX held on February 1, 2018. On January 29, 2018, the Board of Directors of the Company adopted a resolution increasing the size of the Company’s Board of Directors to six , and elected James B. Stallings, Jr. to serve on our Board of Directors. Mr. Stallings was appointed to serve as Chairman of the Audit Committee of the Company. On November 17, 2017, Mr. Frank P. Willey was appointed to the Company’s Board of Directors. On November 17, 2017, a special meeting of the FNFV Group stockholders was held to approve the Split-Off. The Split-Off was approved by a majority of the stockholders and was completed on November 17, 2017. As a result, Cannae is now a separate public company listed under the ticker symbol CNNE on The New York Stock Exchange. On November 16, 2017, certain subsidiaries of FNF contributed an aggregate of $100.0 million to us (the "FNF Investment") in exchange for 5,706,134 shares of Cannae common stock. In addition, on November 17, 2017, FNF issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million (the "FNF Revolver"), which accrues interest at LIBOR plus 450 basis points and matures on the five -year anniversary of the date of the revolver note. The maturity date is automatically extended for additional five -year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. The FNF Revolver replaces the Revolver Note discussed in Note K Notes Payable . On October 16, 2017, Fidelity National Financial Ventures LLC ("FNFV LLC"), a wholly-owned subsidiary of the Company, completed a merger pursuant to an Agreement and Plan of Merger (the ‘‘T-System Merger Agreement’’) with Project F Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of FNFV LLC (‘‘T-System Merger Sub’’), T-System Holding LLC, a Delaware limited liability company (‘‘T-System’’), and Francisco Partners II, L.P., a Delaware limited partnership, providing for the acquisition of T-System by FNFV LLC pursuant to the proposed merger (the ‘‘T-System Merger’’) of T-System with and into T- System Merger Sub, which resulted in T-System continuing as the surviving entity and wholly-owned subsidiary of FNFV LLC. As a result of the T-System Merger, all of the outstanding securities of T-System were canceled, extinguished and converted into the right to receive a portion of the aggregate merger consideration in accordance with the terms of the T-System Merger Agreement. The aggregate merger consideration was equal to $202.9 million , in cash. On June 6, 2017, we closed on the sale of Digital Insurance, Inc. ("OneDigital") for $560.0 million in an all-cash transaction. After repayment of debt, payout to option holders and a minority equity investor and other transaction-related payments, the Company received $331.4 million from the sale, which includes $326.0 million in cash and $5.4 million in purchase price holdback receivable. We recognized a pre-tax gain of $276.0 million on the sale and $126.3 million in income tax expense which are included in Net earnings from discontinued operations on the Consolidated and Combined Statement of Operations for the year ended December 31, 2017. Income tax expense resulting from the gain was recorded as a discrete tax expense for the three months ended June 30, 2017 and included a permanent tax adjustment for nondeductible goodwill. We retained no ownership in OneDigital and have no continuing involvement with OneDigital as of the date of the sale. As a result of the sale of OneDigital we have reclassified the assets and liabilities divested as assets and liabilities of discontinued operations in our Consolidated and Combined Balance Sheet as of December 31, 2016. Further, the financial results of OneDigital have been reclassified to discontinued operations for all periods presented in our Consolidated and Combined Statements of Operations. See Note N Discontinued Operations for further details of the results of OneDigital. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU provides a new comprehensive revenue recognition model that requires companies to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This update permits the use of either the retrospective or cumulative effect transition method. ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations was issued by FASB in March 2016 to clarify the principal versus agent considerations within ASU 2014-09. ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing was issued by the FASB in April 2016 to clarify how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients was issued by the FASB in May 2016 to clarify certain terms from the aforementioned updates and to add practical expedients for contracts at various stages of completion. ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , was issued by the FASB in December 2016 which includes thirteen technical corrections and improvements affecting narrow aspects of the guidance issued in ASU 2014-09. Upon issuance of ASU 2015-14, the effective date of ASU 2014-09 was deferred to annual and interim periods beginning on or after December 15, 2017. We will adopt the guidance on January 1, 2018. Either of the following transition methods is permitted: (i) a full retrospective approach reflecting the application of the new standard in each prior reporting period, or (ii) a modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings in the year the new standard is first applied. We expect to adopt the new guidance under the modified retrospective approach and, while we expect to record a cumulative-effect adjustment, we do not expect the new guidance to have a material impact on our Consolidated and Combined Financial Statements. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) . The amendments in this ASU introduce broad changes to the accounting and reporting for leases by lessees. The main provisions of the new standard include: clarifications to the definitions of a lease, components of leases, and criteria for determining lease classification; requiring virtually all leased assets, including operating leases and related liabilities, to be reflected on the lessee's balance sheet; and expanding and adding to the required disclosures for lessees. This update is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the standard is permitted. The ASU requires a modified retrospective approach to transitioning which allows for the use of practical expedients to effectively account for leases commenced prior to the effective date in accordance with previous GAAP, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We are still evaluating the totality of the effects this new guidance will have on our business process and systems, Consolidated and Combined Financial Statements and related disclosures. We have identified a vendor with software suited to track and account for leases under the new standard. We plan to adopt this standard on January 1, 2019. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments . The amendments in this ASU introduce broad changes to accounting for credit impairment of financial instruments. The primary updates include the introduction of a new current expected credit loss ("CECL") model that is based on expected rather than incurred losses and amendments to the accounting for impairment of debt securities available for sale. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effect this new guidance will have on our Consolidated and Combined Financial Statements and related disclosures and have not yet concluded on its effects. We do not plan to early adopt the standard. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees, and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. The ASU requires retrospective application to all prior periods presented upon adoption. We adopted this ASU on January 1, 2018 and based on our preliminary analysis, we do not expect the adoption of this ASU to have a material impact on our resulting operating, investing, or financing cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business to assist companies with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The new guidance requires a company to evaluate if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the guidance for revenue from contracts with customers. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The guidance should be applied prospectively to any transactions occurring within the period of adoption. We adopted this ASU on January 1, 2018. Based on our historical acquisition activity, we do not expect this to have a material impact on our ongoing accounting or financial reporting. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance simplifies the measurement of goodwill impairment by removing step 2 of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit's carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. The new standard is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We have completed our evaluation of the effect this new guidance will have on our Consolidated and Combined Financial Statements and related disclosures and have concluded that the effect will not be material. We do not expect to early adopt this standard. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid instruments, including money market instruments, purchased as part of cash management with original maturities of three months or less, and certain amounts in transit from credit and debit card processors, are considered cash equivalents. The carrying amounts reported in the Consolidated and Combined Balance Sheets for these instruments approximate their fair value. |
Investments | Investments Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements. Fixed maturity securities which may be sold prior to maturity to support our investment strategies are carried at fair value and are classified as available for sale as of the balance sheet dates. Fair values for fixed maturity securities are principally a function of current market conditions and are valued based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. Discount or premium is recorded for the difference between the purchase price and the principal amount. The discount or premium is amortized or accrued using the interest method and is recorded as an adjustment to interest and investment income. The interest method results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. Equity securities held are considered to be available for sale and carried at fair value as of the balance sheet dates. Our equity securities are Level 1 financial assets and fair values are based on quoted prices in active markets. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Realized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Unrealized gains or losses on securities which are classified as available for sale, net of applicable deferred income tax expenses (benefits), are excluded from earnings and credited or charged directly to a separate component of equity. If any unrealized losses on available for sale securities are determined to be other-than-temporary, such unrealized losses are recognized as realized losses. Unrealized losses are considered other-than-temporary if factors exist that cause us to believe that the value will not increase to a level sufficient to recover our cost basis. Some factors considered in evaluating whether or not a decline in fair value is other-than-temporary include: (i) our need and intent to sell the investment prior to a period of time sufficient to allow for a recovery in value; (ii) the duration and extent to which the fair value has been less than cost; and (iii) the financial condition and prospects of the issuer. Such reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair values of financial instruments presented in the Consolidated and Combined Financial Statements are estimates of the fair values at a specific point in time using available market information and appropriate valuation methodologies. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. See Note C Fair Value Measurements for further details. |
Trade Receivables | Trade Receivables Restaurant Group. Trade receivables on the Consolidated and Combined Balance Sheets for the Restaurant Group consists primarily of billings to third-party customers of ABRH's bakery business, business to business gift card sales, insurance-related reimbursement, rebates, tenant improvement allowances, and billings to franchisees for royalties, initial and renewal fees, equipment sales and rent. Trade receivables are recorded net of an allowance for doubtful accounts which is our best estimate of the amount of probable credit losses related to existing receivables. T-System. Trade receivables on the Consolidated and Combined Balance Sheets for T-System consists primarily of billings to third-party customers and are carried at the invoiced amount less an estimate for doubtful accounts. The carrying values reported in the Consolidated and Combined Balance Sheets for trade receivables approximate their fair value. |
Inventory | Inventory Inventory primarily consists of restaurant food products and supplies and is stated at the lower of cost or net realizable value. Cost is determined using the first in, first out method for restaurant inventory and standard cost that approximates actual cost on a first in, first out basis for the bakery operations. Inventory primarily consists of food, beverages, paper products and supplies. |
Other long term investments and non-current assets | Other long term investments and non-current assets Other long-term investments consist of various cost-method investments and land held for investment purposes, which are carried at historical cost. Other non-current assets include notes receivable from third-parties and other miscellaneous non-current assets. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis. We have the option to first assess goodwill for impairment based on a review of qualitative factors to determine if events and circumstances exist which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if the Company concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. We completed annual goodwill impairment analyses in the fourth quarter of each respective year using a September 30 measurement date and as a result no goodwill impairments have been recorded. For the years ended December 31, 2017, 2016, and 2015, we determined that there were no events or circumstances which indicated that the carrying value exceeded the fair value. |
Other Intangible Assets | Other Intangible Assets We have other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames which are generally recorded in connection with acquisitions at their fair value, franchise rights, the fair value of purchased software and capitalized software development costs. Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives using an accelerated method which takes into consideration expected customer attrition rates. Contractual relationships are generally amortized over their respective contractual lives. Trademarks are generally considered intangible assets with indefinite lives and are reviewed for impairment at least annually. Capitalized software development costs and purchased software are recorded at cost and amortized using the straight-line method over their estimated useful life. Useful lives of computer software range from 3 to 10 years. We also assess the recorded value of computer software for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset. There is an inherent uncertainty in determining the expected useful life of or cash flows to be generated from computer software. We recorded $2.9 million of impairment expense related to a tradename in our Restaurant Group segment in the year ended December 31, 2017. We recorded $1.1 million in impairment expense to an abandoned software project in our Restaurant Group segment during the year ended December 31, 2015. We recorded no impairment expense related to other intangible assets in the year ended December 31, 2016. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net are recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: thirty to forty years for buildings and three to twenty-five years for furniture, fixtures and equipment. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the applicable lease or the estimated useful lives of such assets. Property and equipment are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. In our Restaurant Group, all direct external costs associated with obtaining the land, building and equipment for each new restaurant, as well as construction period interest are capitalized. Direct external costs associated with obtaining the dining room and kitchen equipment, signage and other assets and equipment are also capitalized. In addition, for each new restaurant and re-branded restaurant, a portion of the internal direct costs of its real estate and construction department are also capitalized. |
Insurance Reserves | Insurance Reserves ABRH is currently self-insured for a portion of its workers' compensation, general liability, and liquor liability losses (collectively, casualty losses) as well as certain other insurable risks. To mitigate the cost of its exposures for certain property and casualty losses, ABRH makes annual decisions to either retain the risks of loss up to a certain maximum per occurrence, aggregate loss limits negotiated with its insurance carriers, or fully insure those risks. ABRH is also self-insured for healthcare claims for eligible participating employees subject to certain deductibles and limitations. We have accounted for ABRH's retained liabilities for casualty losses and healthcare claims, including reported and incurred but not reported claims, based on information provided by third-party actuaries. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. We recognize the benefits of uncertain tax positions in the financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. Uncertain tax positions are accounted for by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of judgment in assessing the timing and amounts of deductible and taxable items. Tax positions that meet the more likely than not recognition threshold are recognized and measured as the largest amount of tax benefit that is more than 50% likely to be realized upon settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as components of income tax expense. |
Parent Investment in FNFV | Parent Investment in FNFV Parent investment in FNFV on the Consolidated and Combined Balance Sheet as of December 31, 2016 represents FNF's historical investment in the Company, the Company's accumulated net earnings after taxes prior to the Split-Off, and the net effect of transactions with and allocations from FNF prior to the Split-Off. In conjunction with the Split-Off, Parent investment in FNFV was reclassified to Additional paid-in capital. |
Revenue Recognition | Revenue Recognition Restaurant Group. Restaurant revenue on the Consolidated and Combined Statements of Operations consists of restaurant sales, bakery operations, and to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and are net of applicable state and local sales taxes and discounts and are recognized as services are performed and goods are provided. Revenue from bakery operations is recognized in the period during which the products are shipped to the customer. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. Cost of restaurant revenue on the Consolidated and Combined Statements of Operations consists of direct costs associated with restaurant revenue. We receive vendor rebates from various nonalcoholic beverage suppliers, and to a lesser extent, suppliers of food products and supplies. Rebates are recognized as reductions to cost of food and beverage in the period in which they are earned. T-System. T-System recognizes revenue when delivery has occurred, persuasive evidence of an arrangement exists, fees are fixed or determinable and collection is deemed probable. With respect to long-term licensing agreements, T-System recognizes only the portion of revenue that is earned during the current year with the remainder of the fee deferred to subsequent years. Revenues are recorded net of any sales taxes charged to customers. T-System sells paper medical documentation templates to emergency care providers to be used for documentation of patient care on a fixed fee determined by a pricing sheet based on annual billable patient visits. Licenses are sold through one-time perpetual license fee arrangements and recurring fixed-term or subscription fee arrangements. Delivery is determined at the time the templates are provided to the customer and the customer's personnel has been trained. The license fee is billed and recognized upfront for onetime perpetual licenses and monthly for recurring fixed-term or subscription licenses after delivery has occurred. For customers that pay the license fee in advance for the full term of the contract, revenue is recognized ratably over the term of such contract. T-System also sells an electronic version of the medical documentation system, provided in the form of a non-exclusive license to use the software at the sites under the agreement. The Company sells software licenses through one-time perpetual license fee arrangements and recurring fixed-term or subscription fee arrangements. For software licensing arrangements including multiple elements, each element of the arrangement is separately identified and accounted for based on vendor specific objective evidence ("VSOE") of stand-alone value of such element. Revenue is not recognized on any element in a software arrangement if the undelivered elements lack VSOE of stand-alone value. When the only undelivered element is post-contract support ("PCS") and PCS has VSOE, revenue is recognized ratably over the PCS term. Corporate and Other. Other operating revenue on the Consolidated and Combined Statements of Operations also consists of income generated by our resort operations which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. |
Advertising Costs | Advertising Costs The Company expenses advertising and marketing costs as incurred, except for certain advertising production costs that are initially capitalized and subsequently expensed the first time the advertising takes place. During 2017, 2016, and 2015, the Company incurred $35.6 million , $36.1 million , and $35.6 million of advertising and marketing costs, respectively, related to advertising at ABRH, T-System and in our real estate operations. These costs are included in Other operating expenses on the Consolidated and Combined Statements of Operations. |
Comprehensive Earnings (Loss) | Comprehensive Earnings (Loss) We report comprehensive earnings (loss) in accordance with GAAP on the Consolidated and Combined Statements of Comprehensive Earnings (Loss). Total comprehensive earnings (loss) are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings (loss) is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to the realized gains (losses) on our investments and other financial instruments, excluding investments in unconsolidated affiliates, and are included in Realized gains and losses, net on the Consolidated and Combined Statements of Operations. |
Stock-Based Compensation Plans | Stock-Based Compensation Plans Stock-based compensation includes restricted stock awards granted to certain members of management in Cannae common stock, as well as in historical FNFV Group tracking stock. We account for stock-based compensation plans using the fair value method. Under the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date, using quoted market prices of the underlying stock, and recognized over the service period. |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Consolidated and Combined 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. |
Business and Summary of Signi28
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in the balance of other comprehensive earnings (loss) by component are as follows: Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Unrealized (loss) gain relating to investments in unconsolidated affiliates Total Accumulated Other Comprehensive (Loss) Earnings (In millions) Balance December 31, 2015 $ 2.3 $ (77.8 ) $ (75.5 ) Other comprehensive earnings 2.6 4.8 7.4 Balance December 31, 2016 4.9 (73.0 ) (68.1 ) Other comprehensive (losses) earnings (8.7 ) 8.9 0.2 Reclassification adjustments (3.1 ) $ — (3.1 ) Balance December 31, 2017 $ (6.9 ) $ (64.1 ) $ (71.0 ) |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration Paid | The total consideration paid was as follows (in millions): Cash paid $ 12.0 Cash consideration financed through a mortgage loan 15.5 Total cash consideration paid $ 27.5 The total consideration paid was as follows (in millions): Cash paid $ 202.9 Less: Cash acquired 1.3 Total cash consideration paid $ 201.6 |
Summary of Total Purchase Price Consideration and Fair Value Amounts Recognized | The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired, excluding cash received, and liabilities assumed as of the acquisition date (in millions): Fair Value Trade receivables $ 0.4 Prepaid and other current assets 1.2 Other long-term investments 8.7 Property and equipment 14.4 Other intangible assets 7.0 Total assets acquired 31.7 Accounts payable and accrued liabilities 1.1 Deferred revenue 1.1 Notes payable 0.2 Total liabilities assumed 2.4 Total noncontrolling assumed 1.8 Net assets acquired $ 27.5 The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired, excluding cash received, and liabilities assumed as of the acquisition date (in millions): Fair Value Trade receivables $ 11.3 Prepaid and other current assets 2.0 Property and equipment 1.2 Goodwill 99.6 Other intangible assets 112.4 Total assets acquired 226.5 Accounts payable and accrued liabilities 6.6 Deferred revenue 11.0 Deferred tax liabilities 7.3 Total liabilities assumed 24.9 Net assets acquired $ 201.6 |
Unaudited Pro-forma Combined Results of Operations | For comparative purposes, selected unaudited pro-forma combined results of operations of Cannae Holdings for the years ended December 31, 2016 and 2015 are presented below (in millions). Pro-forma results presented assume the consolidation of Brasada occurred as of the beginning of the 2015 period. Amounts are adjusted to exclude costs directly attributable to the acquisition of Brasada, including transaction costs. Year ended December 31, 2016 2015 (Unaudited) Total revenues $ 1,179.4 $ 1,434.0 Net loss attributable to Cannae Holdings (11.7 ) (20.3 ) For comparative purposes, selected unaudited pro-forma combined results of operations of Cannae for the years ended December 31, 2017, 2016 and 2015 are presented below (in millions). Pro-forma results presented assume the consolidation of T-System occurred as of the beginning of the 2015 period. Amounts are adjusted to exclude costs directly attributable to the acquisition of T-System, including transaction costs and amortization of acquired intangible assets. Year ended December 31, 2017 2016 2015 (Unaudited) Total revenues $ 1,214.8 $ 1,242.5 $ 1,478.4 Net earnings (loss) attributable to Cannae Holdings 109.8 (5.4 ) (18.9 ) |
Gross Carrying Values and Weighted Average Estimated Useful Lives of Property and Equipment | The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the T-System acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 1.2 3 - 5 Other intangible assets: Customer relationships 55.2 10 Computer software 45.1 9 Tradename 10.6 10 Noncompete agreement 1.5 5 Total other intangible assets 112.4 Total $ 113.6 The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the Brasada acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 14.4 3 - 40 Other intangible assets: Management services contract 5.2 12 Tradename 1.8 15 Total other intangible assets 7.0 Total $ 21.4 Property and equipment consists of the following: Year Ended December 31, 2017 2016 (In millions) Furniture, fixtures and equipment $ 192.8 $ 185.1 Leasehold improvements 146.3 146.1 Land 38.7 23.1 Buildings 33.5 53.7 Other — — 411.3 408.0 Accumulated depreciation and amortization (192.5 ) (173.0 ) $ 218.8 $ 235.0 |
Gross Carrying Values and Weighted Average Estimated Useful Lives of Other Intangible Assets | The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the Brasada acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 14.4 3 - 40 Other intangible assets: Management services contract 5.2 12 Tradename 1.8 15 Total other intangible assets 7.0 Total $ 21.4 The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the T-System acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 1.2 3 - 5 Other intangible assets: Customer relationships 55.2 10 Computer software 45.1 9 Tradename 10.6 10 Noncompete agreement 1.5 5 Total other intangible assets 112.4 Total $ 113.6 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016, respectively: December 31, 2017 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ 14.8 $ — $ 14.8 Equity securities available for sale 17.7 — — 17.7 Deferred compensation 4.4 — — 4.4 Total assets $ 22.1 $ 14.8 $ — $ 36.9 Liabilities: Deferred compensation 4.4 — — 4.4 Total liabilities $ 4.4 $ — $ — $ 4.4 December 31, 2016 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ 25.0 $ — $ 25.0 Equity securities available for sale 51.8 — — 51.8 Deferred compensation 3.5 — — 3.5 Total assets $ 55.3 $ 25.0 $ — $ 80.3 Liabilities: Deferred compensation 3.5 — — 3.5 Total liabilities $ 3.5 $ — $ — $ 3.5 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Carrying Amounts and Fair Values of Available for Sale Securities | The carrying amounts and fair values of our available for sale securities at December 31, 2017 and 2016 are as follows: December 31, 2017 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities 14.8 26.3 0.3 (11.8 ) 14.8 Equity securities available for sale 17.7 17.7 0.3 (0.3 ) 17.7 Total $ 32.5 $ 44.0 $ 0.6 $ (12.1 ) $ 32.5 December 31, 2016 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities 25.0 24.7 0.3 — 25.0 Equity securities available for sale 51.8 44.2 7.6 — 51.8 Total $ 76.8 $ 68.9 $ 7.9 $ — $ 76.8 |
Schedule of Investment Securities in a Continuous Unrealized Loss Position | Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2017 were as follows (in millions): Less than 12 Months Fair Unrealized Value Losses Corporate debt securities $ 14.3 $ (11.8 ) Equity securities available for sale 6.8 (0.3 ) Total temporarily impaired securities $ 21.1 $ (12.1 ) |
Interest and investment income | Interest and investment income consists of the following: Year Ended December 31, 2017 2016 2015 (In millions) Cash and short term investments $ 2.0 $ 0.5 $ 0.2 Fixed maturity securities available for sale 2.5 2.1 — Notes receivable 0.6 0.6 0.6 Other 0.2 0.1 1.2 Total $ 5.3 $ 3.3 $ 2.0 |
Schedule of Investments in Unconsolidated Affiliates and Summarized Financial Information for Ceridian | Investments in unconsolidated affiliates recorded using the equity method of accounting as of December 31, 2017 and 2016 consisted of the following (in millions): Ownership at December 31, 2017 2017 2016 Ceridian 33 % $ 324.9 $ 316.9 Ceridian II 32 % 58.4 47.4 Total investment in Ceridian 383.3 364.3 Other various 41.6 36.7 Total $ 424.9 $ 401.0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the T-System acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 1.2 3 - 5 Other intangible assets: Customer relationships 55.2 10 Computer software 45.1 9 Tradename 10.6 10 Noncompete agreement 1.5 5 Total other intangible assets 112.4 Total $ 113.6 The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the Brasada acquisition consists of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 14.4 3 - 40 Other intangible assets: Management services contract 5.2 12 Tradename 1.8 15 Total other intangible assets 7.0 Total $ 21.4 Property and equipment consists of the following: Year Ended December 31, 2017 2016 (In millions) Furniture, fixtures and equipment $ 192.8 $ 185.1 Leasehold improvements 146.3 146.1 Land 38.7 23.1 Buildings 33.5 53.7 Other — — 411.3 408.0 Accumulated depreciation and amortization (192.5 ) (173.0 ) $ 218.8 $ 235.0 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goo dwill consists of the following: Restaurant Group T-System FNFV Corporate Total (in millions) Balance, December 31, 2015 $ 102.7 $ — $ — $ 102.7 Immaterial prior period correction, see Note A 1.7 — — 1.7 Sale of Max & Erma's (1.3 ) — — (1.3 ) Balance, December 31, 2016 $ 103.1 $ — $ — $ 103.1 Goodwill acquired during the year — 99.6 — 99.6 Balance, December 31, 2017 $ 103.1 $ 99.6 $ — $ 202.7 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The table below summarizes select information related to variable interests held by the Company as of December 31, 2017 and 2016, of which we are not the primary beneficiary: 2017 2016 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates 13.0 14.7 9.8 11.9 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amortizable Intangible Assets | Other intangible assets consist of the following: December 31, 2017 2016 (In millions) Trademarks and tradenames $ 84.0 $ 76.6 Software 67.4 19.6 Customer relationships and contracts 61.8 5.3 Other 17.4 19.5 230.6 121.0 Accumulated amortization (16.1 ) (9.2 ) $ 214.5 $ 111.8 |
Schedule of Non-Amortizable Intangible Assets | Other intangible assets consist of the following: December 31, 2017 2016 (In millions) Trademarks and tradenames $ 84.0 $ 76.6 Software 67.4 19.6 Customer relationships and contracts 61.8 5.3 Other 17.4 19.5 230.6 121.0 Accumulated amortization (16.1 ) (9.2 ) $ 214.5 $ 111.8 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: December 31, 2017 2016 (In millions) Bakery inventory: Raw materials $ 9.1 $ 5.1 Semi-finished and finished goods 7.5 5.9 Packaging 2.8 2.2 Obsolescence reserve (0.6 ) (0.3 ) Total bakery inventory 18.8 12.9 Restaurant and other inventory 10.9 11.0 Total inventory $ 29.7 $ 23.9 |
Accounts Payable and Other Ac37
Accounts Payable and Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities, Current and Long Term | Accounts payable and other accrued liabilities, current consist of the following: December 31, 2017 2016 (In millions) Accrued payroll and employee benefits $ 23.7 $ 20.4 Trade accounts payable 20.3 24.7 Accrued casualty insurance expenses 16.5 16.7 Other accrued liabilities 40.2 29.7 $ 100.7 $ 91.5 Accounts payable and other accrued liabilities, long term consist of the following: December 31, 2017 2016 (In millions) Unfavorable lease liability $ 25.6 $ 30.0 Other accrued liabilities 36.9 30.6 $ 62.5 $ 60.6 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: December 31, 2017 2016 (In millions) ABRH Term Loan, interest payable monthly at LIBOR + 3.0% (4.57% at December 31, 2017), due August 2019 $ 84.2 $ 91.6 ABRH Revolving Credit Facility, due August 2019 with interest payable monthly or quarterly at various rates 38.0 — Brasada Cascades Credit Agreement, due January 2026 with interest payable monthly at varying rates 12.1 12.9 Revolver Note with FNF, Inc., unused portion of $100.0 million at December 31, 2017 — — Other 0.6 0.2 Notes payable, total $ 134.9 $ 104.7 Less: Notes payable, current 122.2 11.4 Notes payable, long term $ 12.7 $ 93.3 |
Gross Principal Maturities Based Upon Contractual Maturities of Notes Payable | Gross principal maturities of notes payable at December 31, 2017 are as follows (in millions): 2018 $ 124.3 2019 — 2020 — 2021 — 2022 — Thereafter 11.5 $ 135.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax (benefit) expense on continuing operations | Income tax (benefit) expense on continuing operations consists of the following: Year Ended December 31, 2017 2016 2015 (In millions) Current $ (28.2 ) $ 6.2 $ 46.5 Deferred 11.6 (16.6 ) (66.2 ) $ (16.6 ) $ (10.4 ) $ (19.7 ) |
Schedule of reconciliation of effective tax rate | A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 3.1 4.4 17.1 Tax credits 8.6 (66.1 ) 84.8 Valuation allowance 5.9 — (2.0 ) Non-deductible expenses and other, net (5.0 ) 9.1 7.6 Noncontrolling interests (7.6 ) (2.3 ) 140.8 Tax Reform (9.9 ) — — Other (3.7 ) — — Effective tax rate excluding equity investments 26.4 % (19.9 )% 283.3 % Equity investments (4.4 ) (184.4 ) 229.2 Effective tax rate 22.0 % (204.3 )% 512.5 % |
Schedule of significant components of deferred tax assets and liabilities | The significant components of deferred tax assets and liabilities at December 31, 2017 and 2016 consist of the following: December 31, 2017 2016 (In millions) Deferred tax assets: Employee benefit accruals $ 0.2 $ 1.6 Net operating loss carryforwards 10.9 — Equity investments 14.6 35.0 Investment securities 3.0 — Partnerships — 4.9 Accrued liabilities 3.3 — State income taxes — 0.7 Tax credit carryforwards 1.1 — Total gross deferred tax asset 33.1 42.2 Less: valuation allowance 0.7 5.8 Total deferred tax asset $ 32.4 $ 36.4 Deferred tax liabilities: Investment securities $ — $ (3.0 ) Amortization of goodwill and intangible assets (16.8 ) — Partnerships (4.4 ) — Depreciation (0.6 ) (0.3 ) Total deferred tax liability $ (21.8 ) $ (3.3 ) Net deferred tax asset $ 10.6 $ 33.1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Operating Lease Payments | Future minimum operating lease payments are as follows (in millions): 2018 $ 61.7 2019 57.0 2020 50.6 2021 43.5 2022 32.5 Thereafter 131.5 Total future minimum operating lease payments $ 376.8 |
Purchase Obligations | Purchase obligations as of December 31, 2017 are as follows (in millions): 2018 $ 220.3 2019 26.2 2020 17.0 2021 4.4 2022 3.3 Thereafter — Total purchase commitments $ 271.2 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of Operations and Financial Position | A reconciliation of the financial position of OneDigital to the Consolidated and Combined Balance Sheet is shown below: December 31, 2016 Cash and cash equivalents $ 4.7 Trade receivables 13.6 Prepaid expenses and other current assets 3.5 Total current assets of discontinued operations 21.8 Property and equipment, net 3.0 Deferred tax assets 17.0 Other intangible assets, net 115.6 Goodwill 104.7 Other long term investments and noncurrent assets 1.6 Total noncurrent assets of discontinued operations 241.9 Total assets of discontinued operations $ 263.7 Accounts payable and other accrued liabilities, current $ 28.5 Income taxes payable 3.4 Total current liabilities of discontinued operations 31.9 Long term notes payable 128.7 Accounts payable and other accrued liabilities, long term 21.4 Total noncurrent liabilities of discontinued operations 150.1 Total liabilities of discontinued operations $ 182.0 A reconciliation of the operations of OneDigital to the Consolidated and Combined Statement of Operations is shown below: Year Ended December 31, 2017 2016 2015 (in millions) Revenues: Other operating revenue $ 80.9 $ 148.3 $ 116.4 Total operating revenues 80.9 148.3 116.4 Operating expenses: Personnel costs 56.9 94.8 75.7 Depreciation and amortization 8.8 18.1 15.7 Other operating expenses 11.3 27.1 17.0 Total operating expenses 77.0 140.0 108.4 Operating income 3.9 8.3 8.0 Other income (expense): Interest expense (2.9 ) (4.8 ) (3.0 ) Realized gain 276.0 — — Total other income (expense) 273.1 (4.8 ) (3.0 ) Earnings from continuing operations before income taxes 277.0 3.5 5.0 Income tax expense 129.3 1.5 2.2 Net earnings from discontinued operations 147.7 2.0 2.8 Cash flow from discontinued operations data: Net cash provided by operations $ 17.3 $ 27.6 $ 17.9 Net cash used in investing activities (27.3 ) (51.9 ) (30.0 ) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock Transactions Under Omnibus Plan | Restricted stock transactions under the Omnibus Plan in 2017 are as follows: Shares Weighted Average Grant Date Fair Value Balance, December 31, 2016 — $ — Granted 287,059 18.45 Balance, December 31, 2017 287,059 $ 18.45 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | As of and for the year ended December 31, 2017: Restaurant Group T-System Ceridian Corporate Ceridian Elimination Total (in millions) Restaurant revenues $ 1,129.0 $ — $ — $ — $ — $ 1,129.0 Other revenues — 12.9 751.7 27.6 (751.7 ) 40.5 Revenues from external customers 1,129.0 12.9 751.7 27.6 (751.7 ) 1,169.5 Interest and investment income, including realized gains and losses — — — 10.2 — 10.2 Total revenues 1,129.0 12.9 751.7 37.8 (751.7 ) 1,179.7 Depreciation and amortization 43.6 3.1 57.9 2.6 (57.9 ) 49.3 Interest expense (6.6 ) — (86.6 ) (0.4 ) 86.6 (7.0 ) (Loss) earnings from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates (36.1 ) (0.9 ) (51.8 ) (38.2 ) 51.8 (75.2 ) Income tax expense (benefit) 0.7 (2.4 ) (43.9 ) (14.9 ) 43.9 (16.6 ) (Loss) earnings from continuing operations, before equity in earnings (loss) of unconsolidated affiliates (36.8 ) 1.5 (7.9 ) (23.3 ) 7.9 (58.6 ) Equity in earnings of unconsolidated affiliates 0.1 — — 1.4 1.9 3.4 (Loss) earnings from continuing operations $ (36.7 ) $ 1.5 $ (7.9 ) $ (21.9 ) $ 9.8 $ (55.2 ) Assets $ 501.0 $ 221.2 $ 6,832.9 $ 765.0 $ (6,832.9 ) $ 1,487.2 Goodwill 103.1 99.6 2,087.3 — (2,087.3 ) 202.7 As of and for the year ended December 31, 2016: Restaurant Group Ceridian Corporate Ceridian Elimination Total (in millions) Restaurant revenues $ 1,157.6 $ — $ — $ — $ 1,157.6 Other revenues — 704.2 20.8 (704.2 ) 20.8 Revenues from external customers 1,157.6 704.2 20.8 (704.2 ) 1,178.4 Interest and investment (loss) income, including realized gains and losses (2.5 ) — 15.1 — 12.6 Total revenues 1,155.1 704.2 35.9 (704.2 ) 1,191.0 Depreciation and amortization 42.4 57.3 2.3 (57.3 ) 44.7 Interest expense (4.7 ) (87.4 ) (0.5 ) 87.4 (5.2 ) Earnings (loss) from continuing operations, before income taxes and equity in losses of unconsolidated affiliates 0.8 (87.6 ) 4.4 87.6 5.2 Income tax expense (benefit) 0.4 17.8 (10.8 ) (17.8 ) (10.4 ) Earnings (loss) from continuing operations, before equity in losses of unconsolidated affiliates 0.4 (105.4 ) 15.2 105.4 15.6 Equity in losses of unconsolidated affiliates — — (0.4 ) (29.1 ) (29.5 ) Earnings (loss) from continuing operations $ 0.4 $ (105.4 ) $ 14.8 $ 76.3 $ (13.9 ) Assets $ 497.2 $ 6,426.5 $ 976.1 $ (6,426.5 ) $ 1,473.3 Goodwill 103.1 2,058.0 — (2,058.0 ) 103.1 As of and for the year ended December 31, 2015: Restaurant Group Ceridian Corporate Ceridian Elimination Total FNFV (in millions) Restaurant revenues $ 1,412.3 $ — $ — $ — $ 1,412.3 Other revenues — 693.9 2.4 (693.9 ) 2.4 Revenues from external customers 1,412.3 693.9 2.4 (693.9 ) 1,414.7 Interest and investment (loss) income, including realized gains and losses (0.5 ) — 14.3 — 13.8 Total revenues 1,411.8 693.9 16.7 (693.9 ) 1,428.5 Depreciation and amortization 48.9 56.0 0.9 (56.0 ) 49.8 Interest expense (5.9 ) (87.8 ) 0.4 87.8 (5.5 ) Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 7.6 (55.7 ) (11.4 ) 55.7 (3.8 ) Income tax (benefit) expense (1.8 ) 8.6 (17.9 ) (8.6 ) (19.7 ) Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 9.4 (64.3 ) 6.5 64.3 15.9 Equity in (losses) earnings of unconsolidated affiliates — — 1.2 (27.2 ) (26.0 ) Earnings (loss) from continuing operations $ 9.4 $ (64.3 ) $ 7.7 $ 37.1 $ (10.1 ) Assets $ 507.6 $ 7,186.4 $ 961.9 $ (7,186.4 ) $ 1,469.5 Goodwill 102.7 2,008.5 — (2,008.5 ) 102.7 |
Supplementary Cash Flow Infor44
Supplementary Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow information | The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2017 2016 2015 (In millions) Cash paid during the year: Interest $ 8.7 $ 8.7 $ 7.4 Income taxes 117.7 4.0 53.6 Non-cash financing activities: Liabilities and noncontrolling interests assumed in connection with acquisitions (1): Fair value of net assets acquired $ 252.5 $ 92.0 $ 31.5 Less: Total cash purchase price 222.7 75.8 24.7 Liabilities and noncontrolling interests assumed $ 29.8 $ 16.2 $ 6.8 Debt extinguished through the sale of OneDigital $ 151.1 $ — $ — _____________________________________ (1) See Note B for further discussion of assets and liabilities acquired in business combinations in the years ended December 31, 2017 and 2016. |
Business and Summary of Signi45
Business and Summary of Significant Accounting Policies - Description of the Business (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net assets | $ 1,153.1 | $ 1,009.8 | $ 1,056.5 | $ 1,483.6 |
Business and Summary of Signi46
Business and Summary of Significant Accounting Policies - Split-off of Cannae From FNF (Details) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2016$ / shares | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||
Par value per share (in dollars per share) | $ 0.0001 | |
Corporate Services Agreement | FNF | Parent | ||
Business Acquisition [Line Items] | ||
Period for FNF to provide services at no-cost (up to) | 3 years | |
FNFV Group | ||
Business Acquisition [Line Items] | ||
Par value per share (in dollars per share) | $ 0.0001 | |
Number of shares of common stock in newly formed entity received for each share redeemed (ratio) | 1 |
Business and Summary of Signi47
Business and Summary of Significant Accounting Policies - Recent Developments (Details) $ in Millions | Mar. 13, 2018 | Mar. 12, 2018 | Nov. 17, 2017USD ($) | Nov. 16, 2017USD ($)shares | Oct. 16, 2017USD ($) | Jun. 06, 2017USD ($) | Dec. 31, 2017USD ($)segmentsitescustomer | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 29, 2018director |
Line of Credit Facility [Line Items] | ||||||||||
Cash proceeds from sale | $ 326 | $ 0 | $ 0 | |||||||
OneDigital | Disposed of by Sale | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
All-cash sale price | $ 560 | |||||||||
Proceeds from sale after repayment of debt | 331.4 | |||||||||
Cash proceeds from sale | 326 | |||||||||
Purchase price holdback receivable | $ 5.4 | |||||||||
Pre-tax gain on sale | 276 | |||||||||
Income tax expense | $ 126.3 | |||||||||
Ownership interest after sale (as a percent) | 0.00% | |||||||||
T-System | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Merger consideration/enterprise value | $ 202.9 | |||||||||
T-System | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of business segments | segment | 2 | |||||||||
T-System | Clinical Documentation Segment | Software Solutions | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of customers (more than) | customer | 435 | |||||||||
T-System | Clinical Documentation Segment | T-Sheet | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of customers (more than) | customer | 800 | |||||||||
T-System | Coding Software & Outsourced Solutions Segment | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of customers (more than) | customer | 75 | |||||||||
Number of sites (more than) | sites | 300 | |||||||||
Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolver maximum borrowing capacity | $ 100 | |||||||||
Term of revolver note | 5 years | |||||||||
Term of automatic extension to revolver note | 5 years | |||||||||
Revolver Note | LIBOR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 4.50% | |||||||||
Subsidiaries of FNF | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate amount contributed by certain subsidiaries of FNF | $ 100 | |||||||||
Number of shares exchanged | shares | 5,706,134 | |||||||||
Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of Board of Directors | director | 6 | |||||||||
Subsequent Event | ABRH | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Intends to distribute, as percentage | 95.00% | |||||||||
Redemption of interest in ABRH percentage | 100.00% | |||||||||
Subsequent Event | Other notes payable | ABRH | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility agreement, amendment fee percentage | 2.00% | |||||||||
Subsequent Event | ABRH Credit Facility, Second Amendment Interest Rate | Other notes payable | ABRH | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate increase | 10.00% | |||||||||
Subsequent Event | O'Charley's And Ninety-Nine Restaurants | Cannae | Restaurant Group | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Percentage of interest remaining after the transaction | 94.00% | |||||||||
Subsequent Event | Family Dining Group and Legendary Baking | Cannae | Restaurant Group | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Percentage of interest remaining after the transaction | 5.00% |
Business and Summary of Signi48
Business and Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Business and Summary of Signi49
Business and Summary of Significant Accounting Policies - Other Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | $ 2,900,000 | $ 0 | $ 1,100,000 |
Capitalized computer software, impairments | $ 0 | $ 0 | |
Computer software | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, useful lives | 3 years | ||
Computer software | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, useful lives | 10 years |
Business and Summary of Signi50
Business and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Impairment expense related to property and equipment | $ 6.9 | $ 2.8 | $ 1.6 |
Buildings | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 30 years | ||
Buildings | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 40 years | ||
Furniture, fixtures and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 3 years | ||
Furniture, fixtures and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 25 years |
Business and Summary of Signi51
Business and Summary of Significant Accounting Policies - Insurance Reserves (Details) $ in Millions | Dec. 31, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liability for insurance reserves | $ 11 |
Business and Summary of Signi52
Business and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising costs incurred | $ 35.6 | $ 36.1 | $ 35.6 |
Business and Summary of Signi53
Business and Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,009.8 | $ 1,056.5 | $ 1,483.6 |
Other comprehensive earnings (losses) | (2.9) | 7.4 | (24.4) |
Reclassification adjustments | (3.1) | 0 | 0 |
Ending balance | 1,153.1 | 1,009.8 | 1,056.5 |
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 4.9 | 2.3 | |
Other comprehensive earnings (losses) | (8.7) | 2.6 | |
Ending balance | (6.9) | 4.9 | 2.3 |
Unrealized (loss) gain relating to investments in unconsolidated affiliates | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (73) | (77.8) | |
Other comprehensive earnings (losses) | 8.9 | 4.8 | |
Reclassification adjustments | 0 | ||
Ending balance | (64.1) | (73) | (77.8) |
Total Accumulated Other Comprehensive (Loss) Earnings | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (68.1) | (75.5) | |
Other comprehensive earnings (losses) | 0.2 | 7.4 | |
Reclassification adjustments | (3.1) | ||
Ending balance | $ (71) | $ (68.1) | $ (75.5) |
Business and Summary of Signi54
Business and Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares shares in Millions | Nov. 17, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||
Antidilutive shares excluded from calculation of diluted earnings per share | 0.1 | |
Cannae Holdings Common Stock | FNFV Group | ||
Class of Stock [Line Items] | ||
Common shares distributed to FNFV Group shareholderssued, Value | 70.6 |
Business and Summary of Signi55
Business and Summary of Significant Accounting Policies - Revision of Prior Period Financial Statements (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Retained Earnings Adjustments [Line Items] | ||||
Increase in Equity in losses of unconsolidated affiliates | $ (3.4) | $ 29.5 | $ 26 | |
Increase in income tax benefit | 16.6 | 10.4 | 19.7 | |
Increase in Other intangible assets | 214.5 | 111.8 | ||
Increase in Goodwill | 202.7 | 103.1 | 102.7 | |
Increase in Deferred tax assets | 10.6 | 33.1 | ||
Investments in unconsolidated affiliates | (424.9) | (401) | ||
Property and equipment, net | (218.8) | (235) | ||
Decrease in Parent investment in FNFV | $ 0 | (961.6) | ||
Restatement Adjustment | ||||
Retained Earnings Adjustments [Line Items] | ||||
Increase in Other intangible assets | 12.4 | |||
Increase in Goodwill | 1.7 | |||
Increase in Deferred tax assets | 2.2 | |||
Increase in Accounts payable | 12.5 | |||
Restatement Adjustment | Decrease In Investments In Unconsolidated Affiliates | ||||
Retained Earnings Adjustments [Line Items] | ||||
Investments in unconsolidated affiliates | 6.3 | |||
Property and equipment, net | 1.1 | |||
Other current assets | 0.5 | |||
Parent Investment | Restatement Adjustment | Increase In Equity Losses Of Unconsolidated Affiliates | ||||
Retained Earnings Adjustments [Line Items] | ||||
Increase in Equity in losses of unconsolidated affiliates | 7.2 | 3.4 | ||
Parent Investment | Restatement Adjustment | Increase In Income Tax Benefit | ||||
Retained Earnings Adjustments [Line Items] | ||||
Increase in income tax benefit | 0.8 | |||
Parent Investment | Restatement Adjustment | Decrease In Parent Investment In FNFV | ||||
Retained Earnings Adjustments [Line Items] | ||||
Decrease in Parent investment in FNFV | $ 3.9 | $ 2.6 | $ 2.6 |
Acquisitions and Dispositions
Acquisitions and Dispositions - Narrative (Details) - USD ($) $ in Millions | Oct. 16, 2017 | Jan. 18, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Total consideration, net of cash received | $ 222.7 | $ 75.8 | $ 24.7 | ||
Brasada | |||||
Business Acquisition [Line Items] | |||||
Subsidiary ownership interest | 87.00% | ||||
T-System | |||||
Business Acquisition [Line Items] | |||||
Merger consideration | $ 202.9 | ||||
T-System | FNFV | |||||
Business Acquisition [Line Items] | |||||
Total consideration, net of cash received | $ 201.6 | ||||
Percentage ownership acquired | 100.00% | ||||
Goodwill expected to be deductible for tax purposes | $ 32.8 | ||||
Brasada | FNFV | |||||
Business Acquisition [Line Items] | |||||
Total consideration, net of cash received | $ 27.5 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Schedule of Total Consideration Paid (Details) - USD ($) $ in Millions | Oct. 16, 2017 | Jan. 18, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Total cash consideration paid | $ 222.7 | $ 75.8 | $ 24.7 | ||
T-System | FNFV | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 202.9 | ||||
Less: Cash acquired | 1.3 | ||||
Total cash consideration paid | $ 201.6 | ||||
Brasada | FNFV | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 12 | ||||
Cash consideration financed through a mortgage loan | 15.5 | ||||
Total cash consideration paid | $ 27.5 |
Acquisitions and Dispositions58
Acquisitions and Dispositions - Summary of Total Purchase Price Consideration and Fair Value Amounts Recognized (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Oct. 16, 2017 | Dec. 31, 2016 | Jan. 18, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 202.7 | $ 103.1 | $ 102.7 | ||
T-System | FNFV | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | $ 11.3 | ||||
Prepaid and other current assets | 2 | ||||
Property and equipment | 1.2 | ||||
Goodwill | 99.6 | ||||
Other intangible assets | 112.4 | ||||
Total assets acquired | 226.5 | ||||
Accounts payable and accrued liabilities | 6.6 | ||||
Deferred revenue | 11 | ||||
Deferred tax liabilities | 7.3 | ||||
Total liabilities assumed | 24.9 | ||||
Net assets acquired | $ 201.6 | ||||
Brasada | FNFV | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | $ 0.4 | ||||
Prepaid and other current assets | 1.2 | ||||
Other long-term investments | 8.7 | ||||
Property and equipment | 14.4 | ||||
Other intangible assets | 7 | ||||
Total assets acquired | 31.7 | ||||
Accounts payable and accrued liabilities | 1.1 | ||||
Deferred revenue | 1.1 | ||||
Notes payable | 0.2 | ||||
Total liabilities assumed | 2.4 | ||||
Total noncontrolling assumed | 1.8 | ||||
Net assets acquired | $ 27.5 |
Acquisitions and Dispositions59
Acquisitions and Dispositions - Unaudited Pro-forma Combined Results of Operations (Details) - FNFV - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
T-System | |||
Business Acquisition [Line Items] | |||
Total revenues | $ 1,214.8 | $ 1,242.5 | $ 1,478.4 |
Net earnings (loss) attributable to Cannae Holdings | $ 109.8 | (5.4) | (18.9) |
Brasada | |||
Business Acquisition [Line Items] | |||
Total revenues | 1,179.4 | 1,434 | |
Net earnings (loss) attributable to Cannae Holdings | $ (11.7) | $ (20.3) |
Acquisitions and Dispositions60
Acquisitions and Dispositions - Estimated Useful Lives of Property and Equipment and Other Intangible Assets (Details) - FNFV - USD ($) $ in Millions | Oct. 16, 2017 | Dec. 31, 2017 | Jan. 18, 2016 |
T-System | |||
Business Acquisition [Line Items] | |||
Property and equipment | $ 1.2 | ||
Total other intangible assets | 112.4 | ||
Total | $ 113.6 | ||
T-System | Minimum | |||
Business Acquisition [Line Items] | |||
Weighted Average Estimated Useful Life, property and equipment (in years) | 3 years | ||
T-System | Maximum | |||
Business Acquisition [Line Items] | |||
Weighted Average Estimated Useful Life, property and equipment (in years) | 5 years | ||
T-System | Customer relationships | |||
Business Acquisition [Line Items] | |||
Total other intangible assets | $ 55.2 | ||
Weighted Average Estimated Useful Life, other intangible assets (in years) | 10 years | ||
T-System | Computer software | |||
Business Acquisition [Line Items] | |||
Total other intangible assets | $ 45.1 | ||
Weighted Average Estimated Useful Life, other intangible assets (in years) | 9 years | ||
T-System | Tradename | |||
Business Acquisition [Line Items] | |||
Total other intangible assets | $ 10.6 | ||
Weighted Average Estimated Useful Life, other intangible assets (in years) | 10 years | ||
T-System | Noncompete agreement | |||
Business Acquisition [Line Items] | |||
Total other intangible assets | $ 1.5 | ||
Weighted Average Estimated Useful Life, other intangible assets (in years) | 5 years | ||
Brasada | |||
Business Acquisition [Line Items] | |||
Property and equipment | $ 14.4 | ||
Total other intangible assets | 7 | ||
Total | 21.4 | ||
Brasada | Minimum | |||
Business Acquisition [Line Items] | |||
Weighted Average Estimated Useful Life, property and equipment (in years) | 3 years | ||
Brasada | Maximum | |||
Business Acquisition [Line Items] | |||
Weighted Average Estimated Useful Life, property and equipment (in years) | 40 years | ||
Brasada | Management services contract | |||
Business Acquisition [Line Items] | |||
Total other intangible assets | 5.2 | ||
Weighted Average Estimated Useful Life, other intangible assets (in years) | 12 years | ||
Brasada | Tradename | |||
Business Acquisition [Line Items] | |||
Total other intangible assets | $ 1.8 | ||
Weighted Average Estimated Useful Life, other intangible assets (in years) | 15 years |
Acquisitions and Dispositions61
Acquisitions and Dispositions - Dispositions (Details) $ in Millions | Jun. 06, 2017USD ($) | Sep. 22, 2015 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 25, 2016USD ($) | Feb. 18, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from sale | $ 326 | $ 0 | $ 0 | ||||
Impairment charges | 9.9 | 3.3 | 18.5 | ||||
OneDigital | Disposed of by Sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Consideration received on sale | $ 560 | ||||||
Proceeds from sale after repayment of debt | 331.4 | ||||||
Cash proceeds from sale | 326 | ||||||
Pre-tax gain on sale | 276 | ||||||
Income tax expense | $ 126.3 | ||||||
Consideration received on sale, indemnity holdback | $ 5.4 | ||||||
Max & Erma's | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Consideration received on sale | $ 6.5 | ||||||
Total expense inclusive of loss on sale and impairment charges Asset Impairment Charges | (3) | ||||||
(Loss) gain on sale | (2.5) | ||||||
Impairment charges | $ 0.5 | ||||||
Impairment expense on disposal | 17.3 | ||||||
J Alexanders Inc. | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Stock split, conversion ratio | 0.17272 | ||||||
Cascade Timberlands, LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Consideration received on sale | $ 85.5 | ||||||
(Loss) gain on sale | $ 12.2 | ||||||
Ownership interest, controlling interest | 70.20% | ||||||
Consideration received on sale, replanting allowance | $ 0.7 | ||||||
Consideration received on sale, indemnity holdback | $ 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring Basis - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Fixed-maturity securities available for sale: | ||
Deferred compensation | $ 4.4 | $ 3.5 |
Total assets | 36.9 | 80.3 |
Liabilities: | ||
Deferred compensation | 4.4 | 3.5 |
Total liabilities | 4.4 | 3.5 |
Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | 14.8 | 25 |
Equity securities available for sale | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | 17.7 | 51.8 |
Level 1 | ||
Fixed-maturity securities available for sale: | ||
Deferred compensation | 4.4 | 3.5 |
Total assets | 22.1 | 55.3 |
Liabilities: | ||
Deferred compensation | 4.4 | 3.5 |
Total liabilities | 4.4 | 3.5 |
Level 1 | Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | 0 | 0 |
Level 1 | Equity securities available for sale | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | 17.7 | 51.8 |
Level 2 | ||
Fixed-maturity securities available for sale: | ||
Deferred compensation | 0 | 0 |
Total assets | 14.8 | 25 |
Liabilities: | ||
Deferred compensation | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | 14.8 | 25 |
Level 2 | Equity securities available for sale | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | 0 | 0 |
Level 3 | ||
Fixed-maturity securities available for sale: | ||
Deferred compensation | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Deferred compensation | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | 0 | 0 |
Level 3 | Equity securities available for sale | ||
Fixed-maturity securities available for sale: | ||
Securities available for sale | $ 0 | $ 0 |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amounts and Fair Values of Available for Sale Securities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | $ 44 | $ 68.9 |
Unrealized Gains | 0.6 | 7.9 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 12.1 | |
Unrealized Losses | (12.1) | 0 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 26.3 | 24.7 |
Unrealized Gains | 0.3 | 0.3 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 11.8 | |
Unrealized Losses | 0 | |
Equity securities available for sale | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 17.7 | 44.2 |
Unrealized Gains | 0.3 | 7.6 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 0.3 | |
Unrealized Losses | 0 | |
Carrying Value | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 32.5 | 76.8 |
Carrying Value | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 14.8 | 25 |
Carrying Value | Equity securities available for sale | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 17.7 | 51.8 |
Fair Value | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 32.5 | 76.8 |
Fair Value | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 14.8 | 25 |
Fair Value | Equity securities available for sale | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | $ 17.7 | $ 51.8 |
Investments - Schedule of Inves
Investments - Schedule of Investment Securities in a Continuous Unrealized Loss Position (Details) $ in Millions | Dec. 31, 2017USD ($) |
Fair Value | |
Less than 12 Months | $ 21.1 |
Unrealized Losses | |
Less than 12 Months | (12.1) |
Corporate debt securities | |
Fair Value | |
Less than 12 Months | 14.3 |
Unrealized Losses | |
Less than 12 Months | (11.8) |
Equity securities available for sale | |
Fair Value | |
Less than 12 Months | 6.8 |
Unrealized Losses | |
Less than 12 Months | $ (0.3) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | Mar. 30, 2016 | Mar. 20, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | |||||
Gross proceeds on sale of securities | $ 0 | $ 0 | |||
Realized gains related to the sales of equity securities available for sale | 0 | 0 | |||
Distributions from investments in unconsolidated affiliates | $ 1,100,000 | 42,400,000 | 315,700,000 | ||
Cost-method Investments, impairment | 3,000,000 | ||||
Minimum | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Fixed securities maturity period | 1 year | ||||
Maximum | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Fixed securities maturity period | 5 years | ||||
Ceridian | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Distributions from investments in unconsolidated affiliates | 36,700,000 | ||||
The Offering | Ceridian II | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Aggregate proceeds from offering of common stock | $ 150,200,000 | ||||
Securities available for sale | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Other-than-temporary impairment charges relating to securities available for sale | $ 0 | 0 | $ 0 | ||
Equity securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Increase (decrease) in net unrealized gain/loss on equity securities | (7,600,000) | $ 4,000,000 | |||
Gross proceeds on sale of securities | 31,600,000 | ||||
Realized gains related to the sales of equity securities available for sale | $ 5,100,000 | ||||
Equity securities | Subsequent Event | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Gross proceeds on sale of securities | $ 17,700,000 | ||||
Realized gains related to the sales of equity securities available for sale | $ 100,000 |
Investments - Interest Income (
Investments - Interest Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Investment Income [Line Items] | |||
Interest and investment income | $ 5.3 | $ 3.3 | $ 2 |
Cash and short term investments | |||
Net Investment Income [Line Items] | |||
Interest and investment income | 2 | 0.5 | 0.2 |
Fixed maturity securities available for sale | |||
Net Investment Income [Line Items] | |||
Interest and investment income | 2.5 | 2.1 | 0 |
Notes receivable | |||
Net Investment Income [Line Items] | |||
Interest and investment income | 0.6 | 0.6 | 0.6 |
Other | |||
Net Investment Income [Line Items] | |||
Interest and investment income | $ 0.2 | $ 0.1 | $ 1.2 |
Investments - Schedule of Inv67
Investments - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 424.9 | $ 401 |
Total investment in Ceridian | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership (as a percent) | ||
Investments in unconsolidated affiliates | $ 383.3 | 364.3 |
Ceridian | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership (as a percent) | 33.00% | |
Investments in unconsolidated affiliates | $ 324.9 | 316.9 |
Ceridian II | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership (as a percent) | 32.00% | |
Investments in unconsolidated affiliates | $ 58.4 | 47.4 |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 41.6 | $ 36.7 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 411.3 | $ 408 | |
Accumulated depreciation and amortization | (192.5) | (173) | |
Property and equipment, net | 218.8 | 235 | |
Depreciation expense on property and equipment | 41.9 | 41.4 | $ 47.7 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 192.8 | 185.1 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 146.3 | 146.1 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 38.7 | 23.1 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 33.5 | 53.7 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 0 | $ 0 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance, beginning of year | $ 103.1 | $ 102.7 |
Immaterial prior period correction, see Note A | 1.7 | |
Sale of Max & Erma's | (1.3) | |
Goodwill acquired during the year | 99.6 | |
Balance, end of year | 202.7 | 103.1 |
Restaurant Group | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 102.7 | |
Immaterial prior period correction, see Note A | 1.7 | |
Sale of Max & Erma's | (1.3) | |
Goodwill acquired during the year | 0 | |
T-System | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 0 | 0 |
Immaterial prior period correction, see Note A | 0 | |
Sale of Max & Erma's | 0 | |
Goodwill acquired during the year | 99.6 | |
Balance, end of year | 0 | |
FNFV Corporate and Other | ||
Goodwill [Roll Forward] | ||
Immaterial prior period correction, see Note A | 0 | |
Sale of Max & Erma's | $ 0 | |
Goodwill acquired during the year | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Variable interest entity, not primary beneficiary - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Total Assets | $ 13 | $ 9.8 |
Maximum Exposure | 14.7 | 11.9 |
Notes Receivable | ||
Variable Interest Entity [Line Items] | ||
Maximum Exposure | $ 1.7 | $ 2.1 |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | $ 230.6 | $ 121 | |
Accumulated amortization | (16.1) | (9.2) | |
Other intangible assets, net | 214.5 | 111.8 | |
Amortization expense for amortizable intangible assets | 7.4 | 3.4 | $ 2.1 |
Estimated amortization expense, 2018 | 24.4 | ||
Estimated amortization expense, 2019 | 23 | ||
Estimated amortization expense, 2020 | 21 | ||
Estimated amortization expense, 2021 | 19.1 | ||
Estimated amortization expense, 2022 | 12.8 | ||
Other | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Non-amortizable intangible assets | 17.4 | 19.5 | |
Trademarks and tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets, gross | 84 | 76.6 | |
Software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets, gross | 67.4 | 19.6 | |
Customer relationships and contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets, gross | $ 61.8 | $ 5.3 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9.1 | $ 5.1 |
Semi-finished and finished goods | 7.5 | 5.9 |
Packaging | 2.8 | 2.2 |
Obsolescence reserve | (0.6) | (0.3) |
Total bakery inventory | 18.8 | 12.9 |
Restaurant and other inventory | 10.9 | 11 |
Total inventory | $ 29.7 | $ 23.9 |
Accounts Payable and Other Ac73
Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts payable and other accrued liabilities, current | ||
Accrued payroll and employee benefits | $ 23.7 | $ 20.4 |
Trade accounts payable | 20.3 | 24.7 |
Accrued casualty insurance expenses | 16.5 | 16.7 |
Other accrued liabilities | 40.2 | 29.7 |
Accounts payable and other accrued liabilities, current | 100.7 | 91.5 |
Accounts payable and other accrued liabilities, long term | ||
Unfavorable lease liability | 25.6 | 30 |
Other accrued liabilities | 36.9 | 30.6 |
Accounts payable and other accrued liabilities, long term | $ 62.5 | $ 60.6 |
- Schedule of Notes Payable (De
- Schedule of Notes Payable (Details) - USD ($) $ in Millions | Nov. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Notes payable, total | $ 134.9 | $ 104.7 | |
Less: Notes payable, current | 122.2 | 11.4 | |
Notes payable, long term | 12.7 | 93.3 | |
Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.50% | ||
ABRH Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 38 | 0 | |
ABRH Credit Facility | Notes payable to banks | |||
Debt Instrument [Line Items] | |||
Notes payable, total | $ 84.2 | 91.6 | |
Variable rate on long-term debt | 4.57% | ||
ABRH Credit Facility | Notes payable to banks | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Brasada Credit Agreement | Notes payable to banks | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 12.9 | ||
Corporate Revolver Note | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Notes payable, total | $ 0 | 0 | |
Unused portion | 100 | ||
Other | Other notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 0.6 | $ 0.2 | |
ABRH | Other notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 11 | ||
ABRH | ABRH Credit Facility, Quarterly Interest | Other notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, total | $ 3.3 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | Mar. 13, 2018 | Nov. 17, 2017 | Jan. 29, 2016 | Aug. 19, 2014 | Jun. 30, 2014 | Dec. 31, 2017 | Feb. 24, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||||||||
Borrowings outstanding | $ 134,900,000 | $ 104,700,000 | ||||||
Revolver Note | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate borrowing capacity | $ 100,000,000 | |||||||
Term of automatic extension | 5 years | |||||||
Term of revolver note | 5 years | |||||||
Revolver Note | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 4.50% | |||||||
Cascades Credit Agreement | Notes payable to banks | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Borrowings outstanding | 12,900,000 | |||||||
ABRH Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility covenant restrictions, default minimum | $ 10,000,000 | |||||||
ABRH Credit Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.325% | |||||||
ABRH Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.40% | |||||||
ABRH Credit Facility | LIBOR | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
ABRH Credit Facility | LIBOR | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 3.00% | |||||||
ABRH Credit Facility | Base Rate | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.25% | |||||||
ABRH Credit Facility | Base Rate | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.00% | |||||||
ABRH Credit Facility | Federal Funds Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
ABRH Credit Facility | One-month LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
ABRH Credit Facility | Revolver Note | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate borrowing capacity | $ 60,000,000 | |||||||
Borrowings outstanding | 38,000,000 | 0 | ||||||
ABRH Credit Facility | Letter of credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate borrowing capacity | $ 20,000,000 | |||||||
Amount available to be drawn | 11,000,000 | |||||||
ABRH Credit Facility | Notes payable to banks | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount of loan | 110,000,000 | |||||||
Borrowings outstanding | $ 84,200,000 | 91,600,000 | ||||||
Variable rate interest | 4.57% | |||||||
ABRH Credit Facility | Notes payable to banks | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 3.00% | |||||||
ABRH Credit Facility | Swingline debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate borrowing capacity | $ 20,000,000 | |||||||
Corporate Revolver Note | Revolver Note | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate borrowing capacity | $ 100,000,000 | |||||||
Borrowings outstanding | $ 0 | $ 0 | ||||||
Amount available to be drawn | $ 100,000,000 | |||||||
Maximum incremental borrowing under credit facility | $ 1,000,000 | |||||||
Term of automatic extension | 1 year | |||||||
Corporate Revolver Note | Revolver Note | LIBOR | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.325% | |||||||
Corporate Revolver Note | Revolver Note | LIBOR | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.60% | |||||||
Corporate Revolver Note | Revolver Note | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Corporate Revolver Note | Revolver Note | Federal Funds Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Corporate Revolver Note | Revolver Note | One-month LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Corporate Revolver Note | Revolver Note | One-month LIBOR | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.325% | |||||||
Corporate Revolver Note | Revolver Note | One-month LIBOR | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.60% | |||||||
NV Brasada | Cascades Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate borrowing capacity | $ 17,000,000 | |||||||
NV Brasada | Cascades Credit Agreement | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
NV Brasada | Cascades Credit Agreement | Line of Credit Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate borrowing capacity | $ 1,500,000 | |||||||
Variable rate interest | 3.75% | |||||||
Amount available to be drawn | $ 800,000 | |||||||
NV Brasada | Cascades Credit Agreement | Acquisition Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount of loan | 12,500,000 | |||||||
NV Brasada | Cascades Credit Agreement | Acquisition Loan, A Note | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount of loan | $ 6,250,000 | |||||||
Interest rate incurred | 4.51% | |||||||
NV Brasada | Cascades Credit Agreement | Acquisition Loan, B Note | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount of loan | $ 6,250,000 | |||||||
NV Brasada | Cascades Credit Agreement | Acquisition Loan, B Note | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
NV Brasada | Cascades Credit Agreement | Development Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount of loan | $ 3,000,000 | |||||||
NV Brasada | Cascades Credit Agreement | Notes payable to banks | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Borrowings outstanding | $ 12,100,000 | |||||||
Variable rate interest | 3.63% | |||||||
ABRH | Other notes payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Borrowings outstanding | $ 11,000,000 | |||||||
ABRH | Other notes payable | Subsequent Event | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility agreement, amendment fee percentage | 2.00% | |||||||
ABRH | ABRH Credit Facility, Monthly Interest | Other notes payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate incurred | 4.49% | |||||||
Borrowings outstanding | $ 34,700,000 | |||||||
ABRH | ABRH Credit Facility, Quarterly Interest | Other notes payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate incurred | 6.50% | |||||||
Borrowings outstanding | $ 3,300,000 | |||||||
ABRH | ABRH Credit Facility, Second Amendment Interest Rate | Other notes payable | Subsequent Event | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate incurred | 10.00% |
Notes Payable - Gross Principal
Notes Payable - Gross Principal Maturities Based Upon Contractual Maturities of Notes Payable (Details) $ in Millions | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 124.3 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 11.5 |
Total Long Term Debt | $ 135.8 |
Income Taxes - Income tax compo
Income Taxes - Income tax components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Current | $ (28.2) | $ 6.2 | $ 46.5 |
Deferred | 11.6 | (16.6) | (66.2) |
Income tax (benefit) expense | $ (16.6) | $ (10.4) | $ (19.7) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 3.10% | 4.40% | 17.10% |
Tax credits | 8.60% | (66.10%) | 84.80% |
Valuation allowance | 5.90% | 0.00% | (2.00%) |
Non-deductible expenses and other, net | (5.00%) | 9.10% | 7.60% |
Noncontrolling interests | (7.60%) | (2.30%) | 140.80% |
Tax Reform | (9.90%) | 0.00% | 0.00% |
Other | (3.70%) | 0.00% | 0.00% |
Effective tax rate excluding equity investments | 26.40% | (19.90%) | 283.30% |
Equity investments | (4.40%) | (184.40%) | 229.20% |
Effective tax rate | 22.00% | (204.30%) | 512.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Employee benefit accruals | $ 0.2 | $ 1.6 |
Net operating loss carryforwards | 10.9 | 0 |
Equity investments | 14.6 | 35 |
Investment securities | 3 | 0 |
Partnerships | 0 | 4.9 |
Accrued liabilities | 3.3 | 0 |
State income taxes | 0 | 0.7 |
Tax credit carryforwards | 1.1 | 0 |
Total gross deferred tax asset | 33.1 | 42.2 |
Less: valuation allowance | 0.7 | 5.8 |
Total deferred tax asset | 32.4 | 36.4 |
Deferred tax liabilities: | ||
Investment securities | 0 | (3) |
Amortization of goodwill and intangible assets | (16.8) | 0 |
Partnerships | (4.4) | 0 |
Depreciation | (0.6) | (0.3) |
Total deferred tax liability | (21.8) | (3.3) |
Net deferred tax asset | $ 10.6 | $ 33.1 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Net deferred tax assets | $ 10,600,000 | $ 33,100,000 | |
Tax Cuts And Jobs Act of 2017, decrease in deferred tax assets for equity investments | 20,400,000 | ||
Deferred tax liability, investment securities | 0 | (3,000,000) | |
Deferred tax assets, investment securities | 3,000,000 | 0 | |
Liability for uncertain tax benefits | 0 | $ 0 | |
Deferred tax assets, partnerships | 0 | 4,900,000 | |
Change to deferred taxes for partnerships | (4,400,000) | 0 | |
Deferred tax Liability related to intangibles | 16,600,000 | ||
Deferred tax assets related to federal and statement NOL carryforwards | 8,600,000 | ||
Valuation allowance | 700,000 | $ 5,800,000 | |
Tax Cuts And Jobs Act Of 2017, one-time non-cash net tax expense | $ 7,500,000 | ||
Change in effective tax rate, percent | 9.90% | (0.00%) | (0.00%) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jul. 13, 2016 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Jan. 13, 2017case | Apr. 08, 2016restaurant |
Loss Contingencies [Line Items] | |||||||
Accrual for legal proceedings | $ 200,000 | $ 0 | $ 200,000 | ||||
Operating lease, rent expense | 61,900,000 | 64,500,000 | $ 74,800,000 | ||||
Charges on termination of lease | $ 0 | $ 6,900,000 | $ 0 | ||||
Loss on Cyber Security Incident | |||||||
Loss Contingencies [Line Items] | |||||||
Amount reimbursed to date | 600,000 | ||||||
PCI Penalty | 1,800,000 | ||||||
Insurance reimbursements received | $ 2,000,000 | ||||||
Otis v. O’Charley’s, LLC | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Time performing non-tipped duties (more than) | 20.00% | ||||||
Circuit Courts of Appeals Cases | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Number of cases granted certiorari | case | 3 | ||||||
Franchised Locations | |||||||
Loss Contingencies [Line Items] | |||||||
Number of restaurants not affected | restaurant | 3 |
Commitments and Contingencies82
Commitments and Contingencies - Future Minimum Operating Lease Commitments (Details) $ in Millions | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 61.7 |
2,019 | 57 |
2,020 | 50.6 |
2,021 | 43.5 |
2,022 | 32.5 |
Thereafter | 131.5 |
Total future minimum operating lease payments | $ 376.8 |
Commitments and Contingencies83
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 220.3 |
2,019 | 26.2 |
2,020 | 17 |
2,021 | 4.4 |
2,022 | 3.3 |
Thereafter | 0 |
Total purchase commitments | $ 271.2 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | Jun. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Borrowings | $ 84.4 | $ 76.7 | $ 132 | |
Debt service payments | 35.8 | 44.7 | 31.2 | |
OneDigital | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Ownership interest after sale (as a percent) | 0.00% | |||
Other acquisitions/disposals of businesses, net of cash acquired | 25.9 | 48.3 | $ 26.1 | |
Borrowings | 23 | 38 | ||
Debt service payments | $ 3 | $ 7.5 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other income (expense): | |||
Net earnings from discontinued operations | $ 147.7 | $ 2 | $ 2.8 |
OneDigital | Disposed of by Sale | |||
Revenues: | |||
Other operating revenue | 80.9 | 148.3 | 116.4 |
Total operating revenues | 80.9 | 148.3 | 116.4 |
Operating expenses: | |||
Personnel costs | 56.9 | 94.8 | 75.7 |
Depreciation and amortization | 8.8 | 18.1 | 15.7 |
Other operating expenses | 11.3 | 27.1 | 17 |
Total operating expenses | 77 | 140 | 108.4 |
Operating income | 3.9 | 8.3 | 8 |
Other income (expense): | |||
Interest expense | (2.9) | (4.8) | (3) |
Realized gain | 276 | 0 | 0 |
Total other expense | (4.8) | (3) | |
Total other income | 273.1 | ||
Earnings from continuing operations before income taxes | 277 | 3.5 | 5 |
Income tax expense | 129.3 | 1.5 | 2.2 |
Net earnings from discontinued operations | 147.7 | 2 | 2.8 |
Cash flow from discontinued operations data: | |||
Net cash provided by operations | 17.3 | 27.6 | 17.9 |
Net cash used in investing activities | $ (27.3) | $ (51.9) | $ (30) |
Discontinued Operations - Rec86
Discontinued Operations - Reconciliation of Financial Position (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total current assets of discontinued operations | $ 0 | $ 21.8 |
Total noncurrent assets of discontinued operations | 0 | 241.9 |
Total current liabilities of discontinued operations | 0 | 31.9 |
Total noncurrent liabilities of discontinued operations | $ 0 | 150.1 |
OneDigital | Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 4.7 | |
Trade receivables | 13.6 | |
Prepaid expenses and other current assets | 3.5 | |
Total current assets of discontinued operations | 21.8 | |
Property and equipment, net | 3 | |
Deferred tax assets | 17 | |
Other intangible assets, net | 115.6 | |
Goodwill | 104.7 | |
Other long term investments and noncurrent assets | 1.6 | |
Total noncurrent assets of discontinued operations | 241.9 | |
Total assets of discontinued operations | 263.7 | |
Accounts payable and other accrued liabilities, current | 28.5 | |
Income taxes payable | 3.4 | |
Total current liabilities of discontinued operations | 31.9 | |
Long term notes payable | 128.7 | |
Accounts payable and other accrued liabilities, long term | 21.4 | |
Total noncurrent liabilities of discontinued operations | 150.1 | |
Total liabilities of discontinued operations | $ 182 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award requisite service period | 3 years | ||
Allocated stock-based compensation expense | $ 0 | $ 0 | $ 0 |
Unrecognized compensation cost related to stock awards | $ 5,100,000 | ||
Unrecognized compensation cost related to stock awards, recognition period | 3 years | ||
The Omnibus Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized | 3,900,000 | ||
The Omnibus Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding (in shares) | 287,059 | ||
Fair value of restricted stock granted | $ 5,300,000 | ||
FNF Omnibus Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 4,200,000 | $ 4,700,000 | $ 9,900,000 |
Unrecognized compensation cost related to stock awards | $ 0 |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Transactions Under the Omnibus Plan (Details) - The Omnibus Plan - Restricted Stock | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance, End of period (in shares) | 287,059 |
CNNE | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance, Beginning of period (in shares) | 0 |
Granted (in shares) | 287,059 |
Balance, End of period (in shares) | 287,059 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grant Date Fair Value, Beginning of period (in usd per share) | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, grants (in usd per share) | $ / shares | 18.45 |
Weighted Average Grant Date Fair Value, End of period (in usd per share) | $ / shares | $ 18.45 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2017distributor | |
Risks and Uncertainties [Abstract] | |
Number of distributors | 4 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Restaurant revenues | $ 1,129 | $ 1,157.6 | $ 1,412.3 |
Other revenues | 40.5 | 20.8 | 2.4 |
Total operating revenues | 1,169.5 | 1,178.4 | 1,414.7 |
Interest and investment income, including realized gains and losses | 10.2 | 12.6 | 13.8 |
Total revenues | 1,179.7 | 1,191 | 1,428.5 |
Depreciation and amortization | 49.3 | 44.7 | 49.8 |
Interest expense | (7) | (5.2) | (5.5) |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (75.2) | 5.2 | (3.8) |
Income tax expense (benefit) | (16.6) | (10.4) | (19.7) |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (58.6) | 15.6 | 15.9 |
Equity in earnings of unconsolidated affiliates | 3.4 | (29.5) | (26) |
Loss from continuing operations | (55.2) | (13.9) | (10.1) |
Assets | 1,487.2 | 1,473.3 | 1,469.5 |
Goodwill | 202.7 | 103.1 | 102.7 |
Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 102.7 | ||
T-System | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 0 | 0 | |
Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 1,129 | 1,157.6 | 1,412.3 |
Other revenues | 0 | 0 | 0 |
Total operating revenues | 1,129 | 1,157.6 | 1,412.3 |
Interest and investment income, including realized gains and losses | 0 | (2.5) | (0.5) |
Total revenues | 1,129 | 1,155.1 | 1,411.8 |
Depreciation and amortization | 43.6 | 42.4 | 48.9 |
Interest expense | (6.6) | (4.7) | (5.9) |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (36.1) | 0.8 | 7.6 |
Income tax expense (benefit) | 0.7 | 0.4 | (1.8) |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (36.8) | 0.4 | 9.4 |
Equity in earnings of unconsolidated affiliates | 0.1 | 0 | 0 |
Loss from continuing operations | (36.7) | 0.4 | 9.4 |
Assets | 501 | 497.2 | 507.6 |
Goodwill | 103.1 | 103.1 | 102.7 |
Operating Segments | T-System | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | ||
Other revenues | 12.9 | ||
Total operating revenues | 12.9 | ||
Interest and investment income, including realized gains and losses | 0 | ||
Total revenues | 12.9 | ||
Depreciation and amortization | 3.1 | ||
Interest expense | 0 | ||
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (0.9) | ||
Income tax expense (benefit) | (2.4) | ||
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | 1.5 | ||
Equity in earnings of unconsolidated affiliates | 0 | ||
Loss from continuing operations | 1.5 | ||
Assets | 221.2 | ||
Goodwill | 99.6 | ||
Operating Segments | Ceridian | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | 0 | 0 |
Other revenues | 751.7 | 704.2 | 693.9 |
Total operating revenues | 751.7 | 704.2 | 693.9 |
Interest and investment income, including realized gains and losses | 0 | 0 | 0 |
Total revenues | 751.7 | 704.2 | 693.9 |
Depreciation and amortization | 57.9 | 57.3 | 56 |
Interest expense | (86.6) | (87.4) | (87.8) |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (51.8) | (87.6) | (55.7) |
Income tax expense (benefit) | (43.9) | 17.8 | 8.6 |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (7.9) | (105.4) | (64.3) |
Equity in earnings of unconsolidated affiliates | 0 | 0 | 0 |
Loss from continuing operations | (7.9) | (105.4) | (64.3) |
Assets | 6,832.9 | 6,426.5 | 7,186.4 |
Goodwill | 2,087.3 | 2,058 | 2,008.5 |
Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | 0 | 0 |
Other revenues | 27.6 | 20.8 | 2.4 |
Total operating revenues | 27.6 | 20.8 | 2.4 |
Interest and investment income, including realized gains and losses | 10.2 | 15.1 | 14.3 |
Total revenues | 37.8 | 35.9 | 16.7 |
Depreciation and amortization | 2.6 | 2.3 | 0.9 |
Interest expense | (0.4) | (0.5) | 0.4 |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (38.2) | 4.4 | (11.4) |
Income tax expense (benefit) | (14.9) | (10.8) | (17.9) |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (23.3) | 15.2 | 6.5 |
Equity in earnings of unconsolidated affiliates | 1.4 | (0.4) | 1.2 |
Loss from continuing operations | (21.9) | 14.8 | 7.7 |
Assets | 765 | 976.1 | 961.9 |
Goodwill | 0 | 0 | 0 |
Ceridian Elimination | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | 0 | 0 |
Other revenues | (751.7) | (704.2) | (693.9) |
Total operating revenues | (751.7) | (704.2) | (693.9) |
Interest and investment income, including realized gains and losses | 0 | 0 | 0 |
Total revenues | (751.7) | (704.2) | (693.9) |
Depreciation and amortization | (57.9) | (57.3) | (56) |
Interest expense | 86.6 | 87.4 | 87.8 |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | 51.8 | 87.6 | 55.7 |
Income tax expense (benefit) | 43.9 | (17.8) | (8.6) |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | 7.9 | 105.4 | 64.3 |
Equity in earnings of unconsolidated affiliates | 1.9 | (29.1) | (27.2) |
Loss from continuing operations | 9.8 | 76.3 | 37.1 |
Assets | (6,832.9) | (6,426.5) | (7,186.4) |
Goodwill | $ (2,087.3) | $ (2,058) | $ (2,008.5) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017segmentsitescustomer | |
Ceridian | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 33.00% |
ABRH | |
Segment Reporting Information [Line Items] | |
Ownership interest, controlling interest | 55.00% |
T-System | |
Segment Reporting Information [Line Items] | |
Number of business segments | segment | 2 |
T-System | Coding Software & Outsourced Solutions Segment | |
Segment Reporting Information [Line Items] | |
Number of customers (more than) | 75 |
Number of sites (more than) | sites | 300 |
T-System | Software Solutions | Clinical Documentation Segment | |
Segment Reporting Information [Line Items] | |
Number of customers (more than) | 435 |
T-System | T-Sheet | Clinical Documentation Segment | |
Segment Reporting Information [Line Items] | |
Number of customers (more than) | 800 |
Related Party Transactions (Det
Related Party Transactions (Details) | Nov. 16, 2017USD ($)shares | Jan. 25, 2016USD ($)restaurant | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 17, 2017USD ($) | Jun. 30, 2014USD ($) |
Related Party Transaction [Line Items] | ||||||||
Payables to related party, amounts forgiven | $ 4,500,000 | $ 4,500,000 | $ 9,500,000 | $ 2,200,000 | ||||
Lease liability | 23,100,000 | 23,100,000 | ||||||
Revolving Credit Facility | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revolver maximum borrowing capacity | $ 100,000,000 | |||||||
Revolving Credit Facility | Corporate Revolver Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revolver maximum borrowing capacity | $ 100,000,000 | |||||||
Line of credit balance | 0 | 0 | 0 | |||||
Subsidiaries of FNF | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate amount contributed by certain subsidiaries of FNF | $ 100,000,000 | |||||||
Number of shares exchanged | shares | 5,706,134 | |||||||
FNF | Corporate overhead and management services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from related party transactions | $ 100,000 | $ 9,500,000 | $ 9,300,000 | $ 16,900,000 | ||||
GRG | Sale of restaurant concept | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction amount | $ 6,500,000 | |||||||
Number of restaurants sold in related party transaction | restaurant | 26 | |||||||
Number of restaurants leased in related party transaction | restaurant | 25 |
Supplementary Cash Flow Infor93
Supplementary Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash paid during the year: | |||
Interest | $ 8.7 | $ 8.7 | $ 7.4 |
Income taxes | 117.7 | 4 | 53.6 |
Liabilities and noncontrolling interests assumed in connection with acquisitions (1): | |||
Fair value of net assets acquired | 252.5 | 92 | 31.5 |
Less: Total cash purchase price | 222.7 | 75.8 | 24.7 |
Liabilities and noncontrolling interests assumed | 29.8 | 16.2 | 6.8 |
Debt extinguished through the sale of OneDigital | $ 151.1 | $ 0 | $ 0 |