Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Cannae Holdings, Inc. | |
Entity Central Index Key | 1,704,720 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 70,858,143 |
CONDENSED CONSOLIDATED AND COMB
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 104.2 | $ 245.6 |
Short-term investments | 21.1 | 0 |
Trade receivables | 30.2 | 35.8 |
Inventory | 38.6 | 29.7 |
Equity securities, at fair value | 0 | 17.7 |
Income taxes receivable | 0.2 | 0 |
Prepaid expenses and other current assets | 23.2 | 21.4 |
Total current assets | 217.5 | 350.2 |
Investments in unconsolidated affiliates | 415.4 | 424.9 |
Property and equipment, net | 209.8 | 218.8 |
Other intangible assets, net | 209.1 | 214.5 |
Goodwill | 202 | 202.7 |
Fixed maturity securities available for sale, at fair value | 21.4 | 14.8 |
Deferred tax asset | 14.1 | 10.6 |
Other long term investments and non-current assets | 51.3 | 50.7 |
Total assets | 1,340.6 | 1,487.2 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 93.2 | 100.7 |
Income taxes payable | 0 | 0.8 |
Deferred revenue | 23.4 | 26.1 |
Notes payable, current | 1.4 | 122.2 |
Total current liabilities | 118 | 249.8 |
Deferred revenue, long term | 1.9 | 9.1 |
Notes payable, long term | 11.1 | 12.7 |
Accounts payable and other accrued liabilities, long term | 61 | 62.5 |
Total liabilities | 192 | 334.1 |
Commitments and contingencies - see Note G | ||
Equity: | ||
Retained earnings | 2.8 | 0.2 |
Additional paid-in capital | 1,131.9 | 1,130.2 |
Accumulated other comprehensive loss | (75.6) | (71) |
Total Cannae shareholders' equity | 1,059.1 | 1,059.4 |
Noncontrolling interests | 89.5 | 93.7 |
Total equity | 1,148.6 | 1,153.1 |
Total liabilities and equity | $ 1,340.6 | $ 1,487.2 |
CONDENSED CONSOLIDATED AND COM3
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Restaurant revenue | $ 273.8 | $ 272.7 |
Other operating revenue | 20.1 | 2.6 |
Total operating revenues | 293.9 | 275.3 |
Operating expenses: | ||
Cost of restaurant revenue | 240.8 | 236.1 |
Personnel costs | 24.1 | 16.5 |
Depreciation and amortization | 14.9 | 11.4 |
Other operating expenses | 21.2 | 17.5 |
Total operating expenses | 301 | 281.5 |
Operating loss | (7.1) | (6.2) |
Other income (expense): | ||
Interest and investment income | 1.3 | 1 |
Interest expense | (3) | (2.1) |
Realized gains, net | 0 | 5.1 |
Total other (expense) income | (1.7) | 4 |
Loss from continuing operations before income taxes and equity in losses of unconsolidated affiliates | (8.8) | (2.2) |
Income tax benefit | (4) | (1.8) |
Loss from continuing operations before equity in losses of unconsolidated affiliates | (4.8) | (0.4) |
Equity in losses of unconsolidated affiliates | (1.1) | (3.4) |
(Loss) earnings from continuing operations | (5.9) | (3.8) |
Net earnings from discontinued operations, net of tax - see Note J | 0 | 2.3 |
Net loss | (5.9) | (1.5) |
Less: Net loss attributable to non-controlling interests | (4.2) | (2) |
Net (loss) earnings attributable to Cannae Holdings, Inc. common shareholders | (1.7) | 0.5 |
Amounts attributable to Cannae Holdings, Inc. common shareholders | ||
Net loss from continuing operations attributable to Cannae Holdings, Inc. common shareholders | (1.7) | (1.8) |
Net earnings from discontinued operations attributable to Cannae Holdings, Inc. common shareholders | 0 | 2.3 |
Net (loss) earnings attributable to Cannae Holdings, Inc. common shareholders | $ (1.7) | $ 0.5 |
Basic | ||
Net loss per share from continuing operations (in usd per share) | $ (0.02) | $ (0.02) |
Net earnings per share from discontinued operations (in usd per share) | 0 | 0.03 |
Net (loss) earnings per share (in usd per share) | (0.02) | 0.01 |
Diluted | ||
Net loss per share from continuing operations (in usd per share) | (0.02) | (0.02) |
Net earnings per share from discontinued operations (in usd per share) | 0 | 0.03 |
Net (loss) earnings per share (in usd per share) | $ (0.02) | $ 0.01 |
Weighted average shares outstanding Cannae Holdings common stock, basic basis | 70.6 | 70.6 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis | 70.6 | 70.6 |
CONDENSED CONSOLIDATED AND COM4
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (5.9) | $ (1.5) | |
Other comprehensive earnings (loss), net of tax: | |||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 2.1 | 0.5 |
Unrealized (loss) gain relating to investments in unconsolidated affiliates | [2] | (6.7) | 1.6 |
Reclassification adjustments for change in unrealized gains and losses included in net earnings | [3] | 0 | (3.1) |
Other comprehensive loss | (4.6) | (1) | |
Comprehensive loss | (10.5) | (2.5) | |
Less: Comprehensive loss attributable to noncontrolling interests | (4.2) | (2) | |
Comprehensive loss attributable to Cannae Holdings, Inc. | (6.3) | (0.5) | |
Net of income tax expense | 0.8 | 0.3 | |
Net of income tax (benefit) expense | $ (1.8) | 1 | |
Net of income tax expense | $ 1.9 | ||
[1] | Net of income tax expense of $0.8 million and $0.3 million for the three months ended March 31, 2018 and 2017, respectively | ||
[2] | Net of income tax (benefit) expense of $(1.8) million and $1.0 million for the three months ended March 31, 2018 and 2017, respectively. | ||
[3] | Net of income tax expense of $1.9 million for the three months ended March 31, 2017. |
CONDENSED CONSOLIDATED AND COM5
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Parent Investment in FNFV | Accumulated Other Comp (Loss) Earnings | Non-controlling Interests | Additional Paid-in Capital | Retained Earnings | Ceridian | CeridianAdditional Paid-in Capital | Difference between Revenue Guidance in Effect before and after Topic 606 | Difference between Revenue Guidance in Effect before and after Topic 606Retained Earnings | |
Beginning balance at Dec. 31, 2016 | $ 1,009.8 | $ 961.6 | $ (68.1) | $ 116.3 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive earnings—unrealized gain on investments and other financial instruments, net of tax | 0.5 | [1] | 0.5 | |||||||||
Other comprehensive earnings—unrealized gain on investments in unconsolidated affiliates, net of tax | 1.6 | [2] | 1.6 | |||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings, net of tax | (3) | (3.1) | ||||||||||
Subsidiary stock-based compensation | 0.2 | 0.2 | ||||||||||
Net change in Parent investment in FNFV | 0.8 | 0.8 | ||||||||||
Subsidiary dividends paid to noncontrolling interests | (0.1) | (0.1) | ||||||||||
Stock-based compensation | 1.5 | 1.5 | ||||||||||
Net loss | (1.5) | 0.5 | (2) | |||||||||
Ending balance at Mar. 31, 2017 | 1,009.7 | $ 964.4 | (69.1) | 114.4 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Adjustment for cumulative effect of adoption of ASC Topic 606 | Accounting Standards Update 2014-09 | $ 4.3 | $ 4.3 | ||||||||||
Beginning balance at Dec. 31, 2017 | 1,153.1 | $ 0 | (71) | 93.7 | $ 1,130.2 | $ 0.2 | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 70.9 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive earnings—unrealized gain on investments and other financial instruments, net of tax | 2.1 | [1] | 2.1 | |||||||||
Other comprehensive earnings—unrealized gain on investments in unconsolidated affiliates, net of tax | (6.7) | [2] | (7) | |||||||||
Stock-based compensation | 0.4 | 0 | 0.4 | $ 1 | $ 1 | |||||||
Contribution of CSA services from FNF | 0.3 | 0.3 | ||||||||||
Net loss | (5.9) | (4.2) | (1.7) | |||||||||
Ending balance (in shares) at Mar. 31, 2018 | 70.9 | |||||||||||
Ending balance at Mar. 31, 2018 | $ 1,148.6 | $ 0 | $ (75.6) | $ 89.5 | $ 1,131.9 | $ 2.8 | ||||||
[1] | Net of income tax expense of $0.8 million and $0.3 million for the three months ended March 31, 2018 and 2017, respectively | |||||||||||
[2] | Net of income tax (benefit) expense of $(1.8) million and $1.0 million for the three months ended March 31, 2018 and 2017, respectively. |
CONDENSED CONSOLIDATED AND COM6
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5.9) | $ (1.5) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 14.9 | 16.5 |
Equity in losses of unconsolidated affiliates | 1.1 | 3.4 |
Realized loss (gain) and asset impairments, net | 1 | (4.6) |
Stock-based compensation cost | 0.4 | 0.2 |
Distributions from unconsolidated affiliates | 0.9 | 0 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease in trade receivables | 5.6 | 8 |
Net increase in inventory, prepaid expenses and other assets | (8) | (7.6) |
Net decrease in accounts payable, accrued liabilities, deferred revenue and other | (16.4) | (2.5) |
Net change in income taxes | (4.9) | 1.5 |
Net cash (used in) provided by operating activities | (11.3) | 13.4 |
Cash flows from investing activities: | ||
Proceeds from sale of investment securities | 17.7 | 31.6 |
Additions to property and equipment | (3.1) | (6.3) |
Additions to other intangible assets | 0 | (0.2) |
Proceeds from sales of property and equipment | 1.4 | 0 |
Additional investments in unconsolidated affiliates | 0 | (0.3) |
Purchases of other long-term investments | (1.7) | (0.6) |
Distributions from investments in unconsolidated affiliates | 0 | 0.5 |
Net purchases of short-term investment securities | (21.1) | 0 |
Net other investing activities | 0.4 | (0.1) |
Other acquisitions of businesses, net of cash acquired | 0 | (21) |
Net cash (used in) provided by investing activities | (6.4) | 3.6 |
Cash flows from financing activities: | ||
Borrowings | 0.1 | 38.7 |
Debt service payments | (123.8) | (12.7) |
Subsidiary distributions paid to noncontrolling interest shareholders | 0 | (0.1) |
Payment of contingent consideration for prior period acquisitions | 0 | (4) |
Equity transactions with Parent, net | 0 | 0.8 |
Net cash (used in) provided by financing activities | (123.7) | 22.7 |
Net (decrease) increase in cash and cash equivalents | (141.4) | 39.7 |
Cash and cash equivalents at beginning of period | 245.6 | 146.4 |
Cash and cash equivalents at end of period | $ 104.2 | $ 186.1 |
Basis of Financial Statements
Basis of Financial Statements | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | Basis of Financial Statements Description of the 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 $1.1 billion as of March 31, 2018 . 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 March 31, 2018 , our primary majority and minority-owned subsidiaries include American Blue Ribbon Holdings, LLC and its affiliates ("ABRH"), T-System Holdings, LLC ("T-System"), Ceridian Holding, LLC ("Ceridian"), and various other controlled portfolio companies and minority equity investments. See Note H 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 was 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 agreement and registration rights agreement provide 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 provides Cannae with certain "back office" services including legal, tax, accounting, and treasury support. FNF will generally provide these services at no-cost for up to three years. We record an expense and an offsetting increase to Additional paid-in-capital for contributed services. 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 Condensed Consolidated and Combined Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2017. 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 Condensed 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 Condensed Consolidated and Combined Balance Sheets in each period. Management Estimates The preparation of these Condensed 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 Condensed Consolidated and Combined Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the valuation of acquired intangible assets (Note B) and fair value measurements (Note C). Actual results may differ from estimates. Recent Developments On April 26, 2018, Ceridian HCM Holding Inc.'s (“Ceridian HCM”) previously announced registration statement on Form S-1 was declared effective by the United States Securities and Exchange Commission ("SEC") and Ceridian HCM priced its initial public offering of 21,000,000 shares of common stock at a price of $22.00 per share (the "Ceridian IPO"). In addition, the underwriters of the Ceridian IPO were granted a 30 -day option to purchase up to an additional 3,150,000 shares at the initial public offering price, less underwriting discounts and commissions. The New York Stock Exchange has approved the listing of the shares and the Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the shares. Listing on the TSX is subject to Ceridian HCM fulfilling all of the requirements of the TSX on or before July 12, 2018, including distribution of the shares to a minimum number of public shareholders. Ceridian HCM’s shares began trading on the New York Stock Exchange and on an “if, as and when issued” basis on the TSX on April 26, 2018 under the ticker symbol “CDAY.” In accordance with the terms of our management agreement with Ceridian, the agreement was terminated upon closing of the Ceridian IPO. The termination resulted in a termination fee of $5.6 million which was paid to us on May 1, 2018. As a result of the Ceridian IPO, and participation in a concurrent private placement investment in which we acquired 1,521,030 shares of CDAY representing an additional investment of $33.4 million , we own a total of 37,135,921 shares of CDAY which represents 27.2% of the outstanding common equity of Ceridian HCM. On May 7, 2018, the Compensation Committee of the Board of Directors approved a success bonus of up to $67.1 million resulting from the successful Ceridian IPO. The success bonus will be payable to certain members of the Board of Directors and management who contributed to acquiring and growing Ceridian over Cannae’s and its predecessor’s ten year ownership of Ceridian and is expected to be paid in a combination of cash and stock. On March 12, 2018, Cannae Holdings and Newport Global Opportunities Fund I-A AIV (ABRH) LP ("Newport Global") signed a non-binding letter of intent pursuant to which ABRH intends to distribute 95% of its family dining group, which consists primarily of its Village Inn and Baker's Square concepts, and its Legendary Baking concept to Newport Global in 100% redemption of Newport Global’s interest in Fidelity Newport Holdings, LLC ("FNH"), the parent of ABRH. This proposed transaction would leave Cannae with approximately 94% of the interest in FNH which will retain the O’Charley’s and 99 Restaurants brands, along with an approximately 5% interest in the family dining group and Legendary Baking. Discussions remain ongoing and we have not yet determined a closing date for the proposed transaction. Earnings Per Share Basic earnings per share, as presented on the Condensed 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. On November 17, 2017, the date of the consummation of the Split-Off, 70.6 million common shares of Cannae were distributed to FNFV Group shareholders. For comparative purposes, the weighted average number of common shares outstanding and basic and diluted earnings per share for the three months ended March 31, 2017 were calculated using the number of shares distributed as if those shares were issued and outstanding beginning January 1, 2017. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. Instruments which provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three months ended March 31, 2018 , there were no antidilutive shares of restricted stock outstanding which were excluded from the calculation of diluted earnings per share. Income Tax 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. Our effective tax rate was 45.5% and 81.8% in the three months ended March 31, 2018 and 2017, respectively. The decrease was attributable to the Tax Reform Act and the impact of permanent tax differences primarily related to wage and tip credits at the Restaurant Group and losses of unconsolidated affiliates. 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 March 31, 2018 . 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. No adjustments related to the Tax Reform Act were recorded in the three months ended March 31, 2018. Discontinued Operations On June 6, 2017, we closed on the sale of Digital Insurance, Inc. ("OneDigital"). 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 financial results of OneDigital to discontinued operations for the three months ended March 31, 2017 in our Condensed Consolidated and Combined Statement of Operations. See Note J. 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. We adopted ASC Topic 606 on January 1, 2018 using a modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC Topic 606 did not have a significant impact on the timing or amount of recognition of revenue for our primary sources of revenue. As a result of the adoption of ASC Topic 606, we recorded a cumulative-effect adjustment of $4.3 million to increase Retained earnings and decrease Deferred revenue as of January 1, 2018. See Note K. Revenue Recognition for further discussion of our revenue. 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, 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 financial statements and related disclosures and have not yet concluded on its effects. We do not plan to early adopt the standard. 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 financial statements and related disclosures and have concluded that the effect will not be material. We do not expect to early adopt this standard. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Reform Act. The new standard is effective for fiscal years beginning after December 15, 2018 and interim periods in those fiscal years with early adoption permitted. We are currently evaluating the effect this new guidance will have on our financial statements and related disclosures and have not yet concluded on its effects. Revision of Prior Period Financial Statements In connection with the preparation of our Consolidated and Combined Financial Statements for the year ended December 31, 2017, we identified and corrected prior period errors pertaining to the accounting for our investment in Ceridian. Specifically, the adjustments related to: (1) our accounting for the equity pick-up related to stock-based compensation at Ceridian and (2) the timing of accounting adjustments made by Ceridian and by us. Adjustments in (1) above related to our accounting for the equity pick-up related to stock-based compensation at Ceridian had no impact to equity due to offsetting adjustments to Parent investment in FNFV. These corrections resulted in the following changes for the three months ended March 31, 2017: i. a decrease in Equity in losses of unconsolidated affiliates of $0.6 million ; and ii. a decrease in Income tax benefit of $0.8 million . The effect of all prior period corrections, as disclosed in our Annual Report, decreased Parent investment in FNFV by $3.9 million as of December 31, 2016. The aggregate of these corrections and the corrections impacting the quarter ended March 31, 2017, as described above, decreased Parent investment in FNFV by $2.6 million at March 31, 2017. No earnings per share data was affected as our shares began trading on November 20, 2017 and therefore was not previously presented. In accordance with accounting guidance found in Accounting Standards Codification ("ASC") Topic 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of the errors from quantitative and qualitative perspectives and concluded that the errors were not material, individually or in the aggregate, to any of our previously issued financial statements. Since the revision was not material to any prior period, no amendments to previously issued financial statements are required. Consequently, we have adjusted for these errors by revising the financial statement line items discussed above, including the related impacts to the statements of comprehensive loss, equity and cash flows and disclosures in our historical financial statements presented herein. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The results of operations and financial position of the entities acquired during any period are included in the Condensed 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 $202.2 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 $200.9 million in exchange for 100% of the equity ownership of T-System. The total consideration paid was as follows (in millions): Cash paid $ 202.2 Less: Cash acquired 1.3 Total cash consideration paid $ 200.9 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 assets 2.0 Property and equipment 1.2 Goodwill 98.9 Other intangible assets 112.4 Total assets acquired 225.8 Accounts payable and accrued liabilities 6.6 Deferred revenue 11.0 Deferred tax liabilities 7.3 Total liabilities assumed 24.9 Net assets acquired $ 200.9 For comparative purposes, selected unaudited pro-forma combined results of operations of Cannae for the quarter ended March 31, 2017 are presented below (in millions). Pro-forma results presented assume the consolidation of T-System occurred as of the beginning of the 2017 period. Amounts are adjusted to exclude costs directly attributable to the acquisition of T-System, including transaction costs and amortization of acquired intangible assets. Quarter Ended March 31, 2017 (Unaudited) Total revenues $ 290.3 Net earnings attributable to Cannae Holdings 0.9 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 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
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 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 March 31, 2018 and December 31, 2017 , respectively: March 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 21.4 $ 21.4 Deferred compensation 3.9 — — 3.9 Total assets $ 3.9 $ — $ 21.4 $ 25.3 Liabilities: Deferred compensation $ 3.9 $ — $ — $ 3.9 Total liabilities $ 3.9 $ — $ — $ 3.9 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 Our Level 3 fair value measurement for our fixed-maturity securities available for sale are provided by a single third-party pricing service. We utilize one firm to value our Level 3 fixed-maturity securities available for sale. We utilize both an income approach and a contingent claims analysis in determining the fair value of our Level 3 fixed-maturity securities available for sale . The primary unobservable inputs utilized in this pricing methodology are the discount rate used. The discount rates used are based on company-specific risk premiums, public company comparable securities, and leveraged loan indices. The discount rate used in our determination of the fair value of our Level 3 fixed-maturity securities available for sale varies by security type and was 11.5% to 17.25% as of March 31, 2018. Based on the total fair value of our Level 3 fixed-maturity securities available for sale as of March 31, 2018, changes in the discount rate utilized will not result in a fair value significantly different than the amount recorded. The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis, for the three months ended March 31, 2018. March 31, 2018 Corporate debt securities Fair value, December 31, 2017 $ — Transfers from Level 2 21.4 Fair value, March 31, 2018 $ 21.4 Transfers into or out of the Level 3 fair value category occur when unobservable inputs become more or less significant to the fair value measurement or upon a change in valuation technique. For the three months ended March 31, 2018, transfers between Level 2 and Level 3 were based on changes in significance of unobservable inputs used associated with a change in the service provider and in the valuation technique used to value our corporate debt securities. The Company’s policy is to recognize transfers between levels in the fair value hierarchy at the end of the reporting period. We recorded no realized or unrealized gains or losses in net earnings or other comprehensive (loss) earnings related to the change in fair value or sales of assets measured using Level 3 inputs in the three months ended March 31, 2018 or 2017. As of December 31, 2017 and March 31, 2017, we held no material assets or liabilities measured at fair value using Level 3 inputs. Our Level 2 fair value measurement for our fixed-maturity securities available for sale as of December 31, 2017 was provided by a third-party provider. We relied on one price for the instruments to determine the carrying amount of the asset on our balance sheet. A blended comparable public company and discounted cash flow analysis was utilized to determine the fair value. The inputs utilized in the analysis included observable measures such as benchmark yields, benchmark securities, and reference data including public company operating results and market research publications. Other f actors considered included the bond's yield, its terms and conditions, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news. We reviewed 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. 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 F Notes Payable . |
Investments
Investments | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities 21.4 29.8 2.7 (11.1 ) 21.4 Total $ 21.4 $ 29.8 $ 2.7 $ (11.1 ) $ 21.4 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 17.7 17.7 0.3 (0.3 ) 17.7 Total $ 32.5 $ 44.0 $ 0.6 $ (12.1 ) $ 32.5 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 March 31, 2018 the fixed maturity securities in our investment portfolio had 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 March 31, 2018 and December 31, 2017 were as follows (in millions): March 31, 2018 Less than 12 Months Fair Unrealized Value Losses Corporate debt securities $ 15.3 $ (11.1 ) Total temporarily impaired securities $ 15.3 $ (11.1 ) December 31, 2017 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 March 31, 2018 . 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. During the three months ended March 31, 2018 , we sold equity securities for gross proceeds of $17.7 million , resulting in realized gains of less than $0.1 million . During the three months ended March 31, 2017 , we sold equity securities for gross proceeds of $31.6 million , resulting in realized gains of $5.1 million . During the three months ended March 31, 2018 and 2017 , we incurred no other-than-temporary impairment charges relating to securities available for sale. As of March 31, 2018 , 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 combined financial statements. Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of March 31, 2018 and December 31, 2017 consisted of the following (in millions): Ownership at March 31, 2018 March 31, December 31, Ceridian 33 % $ 314.4 $ 324.9 Ceridian II 32 % 60.2 58.4 Total investment in Ceridian 374.6 383.3 Other various 40.8 41.6 Total $ 415.4 $ 424.9 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. As a result of an internal restructuring occurring upon the closing of the Ceridian IPO, Ceridian and Ceridian II were merged with and into Ceridian HCM and all ownership interests in Ceridian and Ceridian II were exchanged for common stock of Ceridian HCM. Our ownership of Ceridian HCM subsequent to the Ceridian IPO and concurrent private placement investment is 27.2% . Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in losses of unconsolidated affiliates in our Condensed Consolidated and Combined Balance Sheets and Statements of Operations, respectively, is presented below. March 31, December 31, (In millions) Total current assets before customer funds $ 295.4 $ 323.4 Customer funds 4,293.9 4,099.7 Goodwill and other intangible assets, net 2,282.4 2,299.7 Other assets 109.0 107.8 Total assets $ 6,980.7 $ 6,830.6 Current liabilities before customer obligations $ 141.3 $ 167.0 Customer obligations 4,313.2 4,105.5 Long-term obligations, less current portion 1,120.5 1,119.8 Other long-term liabilities 201.1 208.6 Total liabilities 5,776.1 5,600.9 Equity 1,204.6 1,229.7 Total liabilities and equity $ 6,980.7 $ 6,830.6 Three months ended March 31, 2018 Three months ended March 31, 2017 (In millions) Total revenues $ 208.9 $ 187.0 Earnings (loss) before income taxes 4.5 (9.2 ) Net loss (1.8 ) (11.2 ) Short-term Investments Short-term investments consist primarily of commercial paper and short-duration U.S. agency securities which have an original maturity of greater than 90 days but less than one year. Short-term investments are carried at amortized cost, which approximates fair value. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following: March 31, December 31, (In millions) Bakery inventory: Raw materials $ 12.4 $ 9.1 Semi-finished and finished goods 13.7 7.5 Packaging 2.9 2.8 Obsolescence reserve (0.7 ) (0.6 ) Total bakery inventory 28.3 18.8 Other restaurant-related inventory 10.1 10.9 Other 0.2 — Total inventory $ 38.6 $ 29.7 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: March 31, December 31, (In millions) ABRH Term Loan, interest payable monthly at LIBOR + 3.0%, due August 2019 $ — $ 84.2 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 12.0 12.1 Corporate Revolver Note with FNF, Inc., unused portion of $100.0 million at March 31, 2018 — — Other 0.5 0.6 Notes payable, total $ 12.5 $ 134.9 Less: Notes payable, current 1.4 122.2 Notes payable, long term $ 11.1 $ 12.7 At March 31, 2018 the carrying value of our outstanding notes payable approximated fair value. The carrying value of the variable rate notes pursuant to the Brasada Cascades Credit Agreement approximate fair value as they are variable rate instruments with short reset periods (either monthly or quarterly) which reflect current market rates. The revolving credit facilities are considered Level 2 financial liabilities. The fixed-rate note pursuant to the Cascades Credit Agreement approximates fair value as of March 31, 2018 . On January 29, 2016, FNF NV Brasada, LLC, an Oregon limited liability company and majority-owned subsidiary of Cannae, 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 material terms of the Cascades Credit Agreement are set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 . As of March 31, 2018 , the variable rate notes incurred interest at 4.07% , and there is $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. The ABRH Credit Facility was amended on February 24, 2017. The material terms of the ABRH Credit Facility are set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 . In March 2018, the ABRH Credit Facility was assigned to Cannae and the outstanding balance was paid off in its entirety. Subsequent to the assignment, Cannae and ABRH entered into an amendment to the Credit Facility 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 $100.0 million (the “Revolver Note”), pursuant to FNF's revolving credit facility. 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 material terms of the FNF Revolver are set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 . As of March 31, 2018 , we have not made any borrowings under the FNF Revolver. Gross principal maturities of notes payable at March 31, 2018 are as follows (in millions): 2018 (remaining) $ 1.1 2019 0.5 2020 0.4 2021 0.4 2022 0.4 Thereafter 9.8 $ 12.6 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 , we had $0.4 million and $0.2 million , respectively, accrued for legal proceedings. 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 if an unfavorable outcome results, 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. 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 as of March 31, 2018 are as follows (in millions): 2018 (remaining) $ 46.4 2019 58.2 2020 51.8 2021 44.8 2022 34.0 Thereafter 135.8 Total future minimum operating lease payments $ 371.0 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 March 31, 2018 to determine the amount of the obligations. Purchase obligations as of March 31, 2018 are as follows (in millions): 2018 (remaining) $ 167.9 2019 28.7 2020 17.0 2021 4.3 2022 3.3 Thereafter 3.6 Total purchase commitments $ 224.8 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. As of and for the three months ended March 31, 2018 : Restaurant Group T-System Ceridian Corporate and Other Ceridian Elimination Total Restaurant revenues $ 273.8 $ — $ — $ — $ — $ 273.8 Other operating revenues — 16.9 208.9 3.2 (208.9 ) 20.1 Revenues from external customers 273.8 16.9 208.9 3.2 (208.9 ) 293.9 Interest and investment income, including realized gains and losses — — — 1.3 — 1.3 Total revenues 273.8 16.9 208.9 4.5 (208.9 ) 295.2 Depreciation and amortization 10.7 4.2 14.9 — (14.9 ) 14.9 Interest expense (3.7 ) — (21.9 ) 0.7 21.9 (3.0 ) (Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates (9.3 ) 0.1 4.5 0.4 (4.5 ) (8.8 ) Income tax (benefit) expense — (0.3 ) 6.8 (3.7 ) (6.8 ) (4.0 ) (Loss) earnings from continuing operations, before equity in earnings (losses) of unconsolidated affiliates (9.3 ) 0.4 (2.3 ) 4.1 2.3 (4.8 ) Equity in earnings (losses) of unconsolidated affiliates 0.1 — — 0.7 (1.9 ) (1.1 ) (Loss) earnings from continuing operations $ (9.2 ) $ 0.4 $ (2.3 ) $ 4.8 $ 0.4 $ (5.9 ) Assets $ 480.2 $ 220.7 $ 6,980.7 $ 639.7 $ (6,980.7 ) $ 1,340.6 Goodwill 103.1 98.9 2,075.8 — (2,075.8 ) 202.0 As of and for the three months ended March 31, 2017 : Restaurant Group Ceridian Corporate and Other Ceridian Elimination Total Restaurant revenues $ 272.7 $ — $ — $ — $ 272.7 Other operating revenues — 187.0 2.6 (187.0 ) 2.6 Revenues from external customers 272.7 187.0 2.6 (187.0 ) 275.3 Interest and investment income, including realized gains and losses — — 6.1 — 6.1 Total revenues 272.7 187.0 8.7 (187.0 ) 281.4 Depreciation and amortization 10.8 14.1 0.6 (14.1 ) 11.4 Interest expense (1.9 ) (21.4 ) (0.2 ) 21.4 (2.1 ) (Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates (4.5 ) (9.2 ) 2.3 9.2 (2.2 ) Income tax expense (benefit) — 2.5 (1.8 ) (2.5 ) (1.8 ) (Loss) earnings from continuing operations, before equity in earnings (losses) of unconsolidated affiliates (4.5 ) (11.7 ) 4.1 11.7 (0.4 ) Equity in earnings (losses) of unconsolidated affiliates — — 0.1 (3.5 ) (3.4 ) (Loss) earnings from continuing operations $ (4.5 ) $ (11.7 ) $ 4.2 $ 8.2 $ (3.8 ) Assets $ 500.4 $ 7,297.4 $ 999.4 $ (7,297.4 ) $ 1,499.8 Goodwill 103.1 2,061.9 — (2,061.9 ) 103.1 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 restaurant and food service concepts, as well as its Legendary Baking bakery operation. • Ceridian . This segment consists of our 33% ownership interest in Ceridian. Ceridian, through its operating subsidiary Ceridian HCM, 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 pay, maintain human resources records, manage benefits enrollment, schedule staff, and find and hire personnel, while monitoring compliance throughout the employee life cycle. 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 March 31, 2017 also include the assets of One Digital. See Note J. Discontinued Operations for further details. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 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. Three months ended March 31, 2018 2017 (In millions) Cash paid during the period: Interest $ 1.3 $ 2.6 Income taxes — — Non-cash investing activities: Unsettled purchases of investment securities accrued at period end $ 3.5 $ — Non-cash financing activities: Liabilities and noncontrolling interests assumed in connection with acquisitions: Fair value of net assets acquired $ — $ 25.9 Less: Total cash purchase price — 21.0 Liabilities and noncontrolling interests assumed $ — $ 4.9 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2018 | |
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 financial results of OneDigital to discontinued operations for the three months ended March 31, 2017 in our Condensed Consolidated and Combined Statement 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 Condensed Consolidated and Combined Statement of Operations is shown below: Three months ended March 31, 2017 (Unaudited) Revenues: Other operating revenue $ 46.7 Total operating revenues 46.7 Operating expenses: Personnel costs 28.7 Depreciation and amortization 5.1 Other operating expenses 6.5 Total operating expenses 40.3 Operating income 6.4 Other income (expense): Interest expense (1.6 ) Total other income (expense) (1.6 ) Earnings from discontinued operations before income taxes 4.8 Income tax expense 2.5 Earnings from discontinued operations 2.3 Cash flow from discontinued operations data: Net cash provided by operations $ 8.1 Net cash used in investing activities (26.4 ) Other acquisitions/disposals of businesses, net of cash acquired, on the Condensed Consolidated and Combined Statement of Cash Flows for the three months ended March 31, 2017 includes $21.0 million related to acquisitions made by OneDigital. Borrowings on the Condensed Consolidated and Combined Statement of Cash Flows for the three months ended March 31, 2017 include $23.0 million related to borrowings by OneDigital. Debt service payments on the Condensed Consolidated and Combined Statement of Cash Flows for the three months ended March 31, 2017 include $3.0 million related to principal repayments by OneDigital. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Revenue Recognition On January 1, 2018, we adopted ASC Topic 606 by applying the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC Topic 606 did not have a significant impact on the timing or amount of recognition of revenue for our primary sources of revenue. We recorded a cumulative effect adjustment to opening equity as of January 1, 2018 of $4.3 million as a result of the adoption of ASC Topic 606. Disaggregation of Revenue Our revenue consists of: Three months ended March 31, 2018 2017 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 259.2 $ 259.4 Bakery sales Restaurant Group 13.2 11.9 Franchise and other Restaurant Group 1.4 1.4 Total restaurant revenue 273.8 272.7 Other operating revenue: T-System, point-in-time T-System 8.2 — T-System, over time T-System 8.7 — Real estate and resort Corporate and other 2.9 2.3 Other Corporate and other 0.3 0.3 Total other operating revenue 20.1 2.6 Total revenues 293.9 275.3 Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, and are net of applicable state and local sales taxes and discounts and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time 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. T-System recognizes revenue when a customer obtains control of the promised goods or services. The amount of revenue recognized is determined by the consideration that T-System expects to be entitled to in exchange for the goods and services. T-System offers a software as a service solution with full-service coding ("RevCycle+") available, through contracts with customers to either provide access to its proprietary coding software platform or provide medical chart coding services. Billing for both services occurs monthly as services are provided. Billing for medical chart coding services is based on a fixed monthly fee. Revenue for RevCycle+ is recognized ratably over the term of the contract as services are consumed by the customer. Revenue for implementation and upfront training services provided to the customer, if any, are billed separately and recognized at a point in time upon completion of such services as T-System's performance obligation is considered complete. T-System sells an electronic version of the medical documentation system (“EV”), 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 recurring fixed-term or subscription fee arrangements and one-time perpetual license arrangements. Software contracts include performance obligations that are both satisfied at a point in time and over a period of time as goods and services are transferred. T-System also sells legacy medical documentation templates ("T-Sheets") to emergency care providers to be used for documentation of patient care. T-Sheets includes various optional recurring fixed-term or subscription licenses which are recognized over a period of time after access to the template has been delivered to the customer. Other operating revenue 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. Revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. Contract Balances The following table provides information about receivables and deferred revenue: March 31, December 31, 2018 2017 (In millions) Trade receivables $ 30.2 $ 35.8 Deferred revenue (contract liabilities) 25.3 35.2 Deferred revenue is recorded primarily for our T-System revenue and restaurant gift card sales. The unrecognized portion of such revenue is recorded as deferred revenue in accounts payable and other accrued liabilities in the Condensed Consolidated and Combined Balance Sheets. Revenue of $16.2 million was recognized in the three months ended March 31, 2018 that was included in Deferred revenue at the beginning of the period. Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2018, approximately $34.5 million of revenue is estimated to be recognized in the future from the Company’s remaining unfulfilled performance obligations, which are primarily comprised of recurring, long-term contracts of 1 - 5 years associated with T-System's RevCycle+ and EV contracts. This excludes the amount of anticipated recurring renewals not yet contractually obligated. The Company expects to recognize approximately 51% of our remaining performance obligations over the next 12 months, approximately another 25% over the next 13 to 24 months, and the balance thereafter. |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Combination and Basis of Presentation | Principles of Consolidation and Combination and Basis of Presentation The accompanying Condensed Consolidated and Combined Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2017. 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 Condensed 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 Condensed Consolidated and Combined Balance Sheets in each period. |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Condensed 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. |
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. We adopted ASC Topic 606 on January 1, 2018 using a modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC Topic 606 did not have a significant impact on the timing or amount of recognition of revenue for our primary sources of revenue. As a result of the adoption of ASC Topic 606, we recorded a cumulative-effect adjustment of $4.3 million to increase Retained earnings and decrease Deferred revenue as of January 1, 2018. See Note K. Revenue Recognition for further discussion of our revenue. 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, 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 financial statements and related disclosures and have not yet concluded on its effects. We do not plan to early adopt the standard. 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 financial statements and related disclosures and have concluded that the effect will not be material. We do not expect to early adopt this standard. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Reform Act. The new standard is effective for fiscal years beginning after December 15, 2018 and interim periods in those fiscal years with early adoption permitted. We are currently evaluating the effect this new guidance will have on our financial statements and related disclosures and have not yet concluded on its effects. Revision of Prior Period Financial Statements In connection with the preparation of our Consolidated and Combined Financial Statements for the year ended December 31, 2017, we identified and corrected prior period errors pertaining to the accounting for our investment in Ceridian. Specifically, the adjustments related to: (1) our accounting for the equity pick-up related to stock-based compensation at Ceridian and (2) the timing of accounting adjustments made by Ceridian and by us. Adjustments in (1) above related to our accounting for the equity pick-up related to stock-based compensation at Ceridian had no impact to equity due to offsetting adjustments to Parent investment in FNFV. These corrections resulted in the following changes for the three months ended March 31, 2017: i. a decrease in Equity in losses of unconsolidated affiliates of $0.6 million ; and ii. a decrease in Income tax benefit of $0.8 million . The effect of all prior period corrections, as disclosed in our Annual Report, decreased Parent investment in FNFV by $3.9 million as of December 31, 2016. The aggregate of these corrections and the corrections impacting the quarter ended March 31, 2017, as described above, decreased Parent investment in FNFV by $2.6 million at March 31, 2017. No earnings per share data was affected as our shares began trading on November 20, 2017 and therefore was not previously presented. In accordance with accounting guidance found in Accounting Standards Codification ("ASC") Topic 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), we assessed the materiality of the errors from quantitative and qualitative perspectives and concluded that the errors were not material, individually or in the aggregate, to any of our previously issued financial statements. Since the revision was not material to any prior period, no amendments to previously issued financial statements are required. Consequently, we have adjusted for these errors by revising the financial statement line items discussed above, including the related impacts to the statements of comprehensive loss, equity and cash flows and disclosures in our historical financial statements presented herein. |
Revenue Recognition | Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, and are net of applicable state and local sales taxes and discounts and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time 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. T-System recognizes revenue when a customer obtains control of the promised goods or services. The amount of revenue recognized is determined by the consideration that T-System expects to be entitled to in exchange for the goods and services. T-System offers a software as a service solution with full-service coding ("RevCycle+") available, through contracts with customers to either provide access to its proprietary coding software platform or provide medical chart coding services. Billing for both services occurs monthly as services are provided. Billing for medical chart coding services is based on a fixed monthly fee. Revenue for RevCycle+ is recognized ratably over the term of the contract as services are consumed by the customer. Revenue for implementation and upfront training services provided to the customer, if any, are billed separately and recognized at a point in time upon completion of such services as T-System's performance obligation is considered complete. T-System sells an electronic version of the medical documentation system (“EV”), 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 recurring fixed-term or subscription fee arrangements and one-time perpetual license arrangements. Software contracts include performance obligations that are both satisfied at a point in time and over a period of time as goods and services are transferred. T-System also sells legacy medical documentation templates ("T-Sheets") to emergency care providers to be used for documentation of patient care. T-Sheets includes various optional recurring fixed-term or subscription licenses which are recognized over a period of time after access to the template has been delivered to the customer. Other operating revenue 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. Revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. Deferred revenue is recorded primarily for our T-System revenue and restaurant gift card sales. The unrecognized portion of such revenue is recorded as deferred revenue in accounts payable and other accrued liabilities in the Condensed Consolidated and Combined Balance Sheets Deferred revenue is recorded primarily for our T-System revenue and restaurant gift card sales. The unrecognized portion of such revenue is recorded as deferred revenue in accounts payable and other accrued liabilities in the Condensed Consolidated and Combined Balance Sheets. Revenue of $16.2 million was recognized in the three months ended March 31, 2018 that was included in Deferred revenue at the beginning of the period. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration Paid | The total consideration paid was as follows (in millions): Cash paid $ 202.2 Less: Cash acquired 1.3 Total cash consideration paid $ 200.9 |
Summary of Total Purchase Price Consideration and Fair Value Amounts Recognized | 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 assets 2.0 Property and equipment 1.2 Goodwill 98.9 Other intangible assets 112.4 Total assets acquired 225.8 Accounts payable and accrued liabilities 6.6 Deferred revenue 11.0 Deferred tax liabilities 7.3 Total liabilities assumed 24.9 Net assets acquired $ 200.9 |
Unaudited Pro-forma Combined Results of Operations | For comparative purposes, selected unaudited pro-forma combined results of operations of Cannae for the quarter ended March 31, 2017 are presented below (in millions). Pro-forma results presented assume the consolidation of T-System occurred as of the beginning of the 2017 period. Amounts are adjusted to exclude costs directly attributable to the acquisition of T-System, including transaction costs and amortization of acquired intangible assets. Quarter Ended March 31, 2017 (Unaudited) Total revenues $ 290.3 Net earnings attributable to Cannae Holdings 0.9 |
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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis, for the three months ended March 31, 2018. March 31, 2018 Corporate debt securities Fair value, December 31, 2017 $ — Transfers from Level 2 21.4 Fair value, March 31, 2018 $ 21.4 |
Summary of Changes in Fair Values of Level 3 Assets Measured 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 March 31, 2018 and December 31, 2017 , respectively: March 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 21.4 $ 21.4 Deferred compensation 3.9 — — 3.9 Total assets $ 3.9 $ — $ 21.4 $ 25.3 Liabilities: Deferred compensation $ 3.9 $ — $ — $ 3.9 Total liabilities $ 3.9 $ — $ — $ 3.9 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 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities 21.4 29.8 2.7 (11.1 ) 21.4 Total $ 21.4 $ 29.8 $ 2.7 $ (11.1 ) $ 21.4 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 17.7 17.7 0.3 (0.3 ) 17.7 Total $ 32.5 $ 44.0 $ 0.6 $ (12.1 ) $ 32.5 |
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 March 31, 2018 and December 31, 2017 were as follows (in millions): March 31, 2018 Less than 12 Months Fair Unrealized Value Losses Corporate debt securities $ 15.3 $ (11.1 ) Total temporarily impaired securities $ 15.3 $ (11.1 ) December 31, 2017 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 ) |
Schedule of Investments in Unconsolidated Affiliates and Summarized Financial Information for Ceridian | Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in losses of unconsolidated affiliates in our Condensed Consolidated and Combined Balance Sheets and Statements of Operations, respectively, is presented below. March 31, December 31, (In millions) Total current assets before customer funds $ 295.4 $ 323.4 Customer funds 4,293.9 4,099.7 Goodwill and other intangible assets, net 2,282.4 2,299.7 Other assets 109.0 107.8 Total assets $ 6,980.7 $ 6,830.6 Current liabilities before customer obligations $ 141.3 $ 167.0 Customer obligations 4,313.2 4,105.5 Long-term obligations, less current portion 1,120.5 1,119.8 Other long-term liabilities 201.1 208.6 Total liabilities 5,776.1 5,600.9 Equity 1,204.6 1,229.7 Total liabilities and equity $ 6,980.7 $ 6,830.6 Three months ended March 31, 2018 Three months ended March 31, 2017 (In millions) Total revenues $ 208.9 $ 187.0 Earnings (loss) before income taxes 4.5 (9.2 ) Net loss (1.8 ) (11.2 ) Investments in unconsolidated affiliates recorded using the equity method of accounting as of March 31, 2018 and December 31, 2017 consisted of the following (in millions): Ownership at March 31, 2018 March 31, December 31, Ceridian 33 % $ 314.4 $ 324.9 Ceridian II 32 % 60.2 58.4 Total investment in Ceridian 374.6 383.3 Other various 40.8 41.6 Total $ 415.4 $ 424.9 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: March 31, December 31, (In millions) Bakery inventory: Raw materials $ 12.4 $ 9.1 Semi-finished and finished goods 13.7 7.5 Packaging 2.9 2.8 Obsolescence reserve (0.7 ) (0.6 ) Total bakery inventory 28.3 18.8 Other restaurant-related inventory 10.1 10.9 Other 0.2 — Total inventory $ 38.6 $ 29.7 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: March 31, December 31, (In millions) ABRH Term Loan, interest payable monthly at LIBOR + 3.0%, due August 2019 $ — $ 84.2 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 12.0 12.1 Corporate Revolver Note with FNF, Inc., unused portion of $100.0 million at March 31, 2018 — — Other 0.5 0.6 Notes payable, total $ 12.5 $ 134.9 Less: Notes payable, current 1.4 122.2 Notes payable, long term $ 11.1 $ 12.7 |
Gross Principal Maturities of Notes Payable | Gross principal maturities of notes payable at March 31, 2018 are as follows (in millions): 2018 (remaining) $ 1.1 2019 0.5 2020 0.4 2021 0.4 2022 0.4 Thereafter 9.8 $ 12.6 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Operating Lease Payments | Future minimum operating lease payments as of March 31, 2018 are as follows (in millions): 2018 (remaining) $ 46.4 2019 58.2 2020 51.8 2021 44.8 2022 34.0 Thereafter 135.8 Total future minimum operating lease payments $ 371.0 |
Purchase Obligations | Purchase obligations as of March 31, 2018 are as follows (in millions): 2018 (remaining) $ 167.9 2019 28.7 2020 17.0 2021 4.3 2022 3.3 Thereafter 3.6 Total purchase commitments $ 224.8 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | Summarized financial information concerning our reportable segments is shown in the following tables. As of and for the three months ended March 31, 2018 : Restaurant Group T-System Ceridian Corporate and Other Ceridian Elimination Total Restaurant revenues $ 273.8 $ — $ — $ — $ — $ 273.8 Other operating revenues — 16.9 208.9 3.2 (208.9 ) 20.1 Revenues from external customers 273.8 16.9 208.9 3.2 (208.9 ) 293.9 Interest and investment income, including realized gains and losses — — — 1.3 — 1.3 Total revenues 273.8 16.9 208.9 4.5 (208.9 ) 295.2 Depreciation and amortization 10.7 4.2 14.9 — (14.9 ) 14.9 Interest expense (3.7 ) — (21.9 ) 0.7 21.9 (3.0 ) (Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates (9.3 ) 0.1 4.5 0.4 (4.5 ) (8.8 ) Income tax (benefit) expense — (0.3 ) 6.8 (3.7 ) (6.8 ) (4.0 ) (Loss) earnings from continuing operations, before equity in earnings (losses) of unconsolidated affiliates (9.3 ) 0.4 (2.3 ) 4.1 2.3 (4.8 ) Equity in earnings (losses) of unconsolidated affiliates 0.1 — — 0.7 (1.9 ) (1.1 ) (Loss) earnings from continuing operations $ (9.2 ) $ 0.4 $ (2.3 ) $ 4.8 $ 0.4 $ (5.9 ) Assets $ 480.2 $ 220.7 $ 6,980.7 $ 639.7 $ (6,980.7 ) $ 1,340.6 Goodwill 103.1 98.9 2,075.8 — (2,075.8 ) 202.0 As of and for the three months ended March 31, 2017 : Restaurant Group Ceridian Corporate and Other Ceridian Elimination Total Restaurant revenues $ 272.7 $ — $ — $ — $ 272.7 Other operating revenues — 187.0 2.6 (187.0 ) 2.6 Revenues from external customers 272.7 187.0 2.6 (187.0 ) 275.3 Interest and investment income, including realized gains and losses — — 6.1 — 6.1 Total revenues 272.7 187.0 8.7 (187.0 ) 281.4 Depreciation and amortization 10.8 14.1 0.6 (14.1 ) 11.4 Interest expense (1.9 ) (21.4 ) (0.2 ) 21.4 (2.1 ) (Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates (4.5 ) (9.2 ) 2.3 9.2 (2.2 ) Income tax expense (benefit) — 2.5 (1.8 ) (2.5 ) (1.8 ) (Loss) earnings from continuing operations, before equity in earnings (losses) of unconsolidated affiliates (4.5 ) (11.7 ) 4.1 11.7 (0.4 ) Equity in earnings (losses) of unconsolidated affiliates — — 0.1 (3.5 ) (3.4 ) (Loss) earnings from continuing operations $ (4.5 ) $ (11.7 ) $ 4.2 $ 8.2 $ (3.8 ) Assets $ 500.4 $ 7,297.4 $ 999.4 $ (7,297.4 ) $ 1,499.8 Goodwill 103.1 2,061.9 — (2,061.9 ) 103.1 |
Supplemental Cash Flow Inform26
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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. Three months ended March 31, 2018 2017 (In millions) Cash paid during the period: Interest $ 1.3 $ 2.6 Income taxes — — Non-cash investing activities: Unsettled purchases of investment securities accrued at period end $ 3.5 $ — Non-cash financing activities: Liabilities and noncontrolling interests assumed in connection with acquisitions: Fair value of net assets acquired $ — $ 25.9 Less: Total cash purchase price — 21.0 Liabilities and noncontrolling interests assumed $ — $ 4.9 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of Operations | A reconciliation of the operations of OneDigital to the Condensed Consolidated and Combined Statement of Operations is shown below: Three months ended March 31, 2017 (Unaudited) Revenues: Other operating revenue $ 46.7 Total operating revenues 46.7 Operating expenses: Personnel costs 28.7 Depreciation and amortization 5.1 Other operating expenses 6.5 Total operating expenses 40.3 Operating income 6.4 Other income (expense): Interest expense (1.6 ) Total other income (expense) (1.6 ) Earnings from discontinued operations before income taxes 4.8 Income tax expense 2.5 Earnings from discontinued operations 2.3 Cash flow from discontinued operations data: Net cash provided by operations $ 8.1 Net cash used in investing activities (26.4 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Three months ended March 31, 2018 2017 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 259.2 $ 259.4 Bakery sales Restaurant Group 13.2 11.9 Franchise and other Restaurant Group 1.4 1.4 Total restaurant revenue 273.8 272.7 Other operating revenue: T-System, point-in-time T-System 8.2 — T-System, over time T-System 8.7 — Real estate and resort Corporate and other 2.9 2.3 Other Corporate and other 0.3 0.3 Total other operating revenue 20.1 2.6 Total revenues 293.9 275.3 |
Contract Balances, Information About Receivables and Deferred Revenue | The following table provides information about receivables and deferred revenue: March 31, December 31, 2018 2017 (In millions) Trade receivables $ 30.2 $ 35.8 Deferred revenue (contract liabilities) 25.3 35.2 |
Basis of Financial Statements -
Basis of Financial Statements - Description of the Business (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net asset value | $ 1,148.6 | $ 1,153.1 | $ 1,009.7 | $ 1,009.8 |
Basis of Financial Statements30
Basis of Financial Statements - Split-off of Cannae From FNF (Details) | 1 Months Ended | 3 Months Ended |
Dec. 31, 2016$ / shares | Mar. 31, 2018 | |
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 | ||
Business Acquisition [Line Items] | ||
Par value per share (in dollars per share) | $ 0.0001 | |
Number of shares of newly formed entity Received for each outstanding share redeemed | 1 |
Basis of Financial Statements31
Basis of Financial Statements - Recent Developments (Details) - USD ($) $ / shares in Units, $ in Millions | May 01, 2018 | Apr. 26, 2018 | Mar. 12, 2018 | May 07, 2018 |
American Blue Ribbon Holdings | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of ownership sold | 95.00% | |||
Redemption of ownership interest, percentage | 100.00% | |||
Cannae | Restaurant Group | O'Charley's And 99 Restaurants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of ownership interest transferred | 94.00% | |||
Cannae | Restaurant Group | Family Dining Group and Legendary Baking | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of ownership interest transferred | 5.00% | |||
Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Success Bonus approved (up to) | $ 67.1 | |||
Subsequent Event | Ceridian HCM Holding, Inc. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price per share (in usd per share) | $ 22 | |||
Payment received for termination fee | $ 5.6 | |||
Shares owned after transaction | 37,135,921 | |||
Percentage of ownership interest transferred | 27.20% | |||
Subsequent Event | Ceridian HCM Holding, Inc. | Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued (in shares) | 21,000,000 | |||
Offering option, exercisable, period | 30 days | |||
Subsequent Event | Ceridian HCM Holding, Inc. | Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued (in shares) | 3,150,000 | |||
Subsequent Event | Ceridian HCM Holding, Inc. | Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued (in shares) | 1,521,030 | |||
Concurrent private placement investment | $ 33.4 |
Basis of Financial Statements32
Basis of Financial Statements - Earnings Per Share (Details) - shares | Nov. 17, 2017 | Mar. 31, 2018 |
Class of Stock [Line Items] | ||
Antidilutive shares excluded from calculation of diluted earnings per share | 0 | |
FNFV | Cannae Holdings Common Stock | ||
Class of Stock [Line Items] | ||
Shares of new entity distributed to shareholders | 70,600,000 |
Basis of Financial Statements33
Basis of Financial Statements - Income Tax (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Effective tax rate | 45.50% | 81.80% |
Basis of Financial Statements34
Basis of Financial Statements - Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect adjustment to retained earnings | $ 2.8 | $ 0.2 |
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment for cumulative effect of adoption of ASC Topic 606 | 4.3 | |
Cumulative effect adjustment to deferred revenue | $ 5.2 |
Basis of Financial Statements35
Basis of Financial Statements - Revision of Prior Period Financial Statements (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings (losses) of unconsolidated affiliates | $ (1.1) | $ (3.4) | |
Income tax benefit | $ (4) | (1.8) | |
Decrease In Equity Losses Of Unconsolidated Affiliates | Restatement Adjustment | Parent Investment in FNFV | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings (losses) of unconsolidated affiliates | 0.6 | ||
Decrease In Income Tax Benefit | Restatement Adjustment | Parent Investment in FNFV | |||
Schedule of Equity Method Investments [Line Items] | |||
Income tax benefit | 0.8 | ||
Decrease In Parent Investment In FNFV | Restatement Adjustment | Parent Investment in FNFV | |||
Schedule of Equity Method Investments [Line Items] | |||
Decreased Parent Investment in FNFV | $ 2.6 | $ 3.9 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Oct. 16, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Business Acquisition [Line Items] | |||
Less: Total cash purchase price | $ 0 | $ 21 | |
T-System | |||
Business Acquisition [Line Items] | |||
Merger consideration | $ 202.2 | ||
T-System | FNFV | |||
Business Acquisition [Line Items] | |||
Less: Total cash purchase price | $ 200.9 | ||
Percentage ownership acquired | 100.00% | ||
Goodwill, expected to be deductible for tax purposes | $ 32.8 |
Acquisitions - Schedule of Tota
Acquisitions - Schedule of Total Consideration Paid (Details) - USD ($) $ in Millions | Oct. 16, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Business Acquisition [Line Items] | |||
Total cash consideration paid | $ 0 | $ 21 | |
T-System | FNFV | |||
Business Acquisition [Line Items] | |||
Cash paid | $ 202.2 | ||
Less: Cash acquired | 1.3 | ||
Total cash consideration paid | $ 200.9 |
Acquisitions - Summary of Total
Acquisitions - Summary of Total Purchase Price Consideration and Fair Value Amounts Recognized (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Oct. 16, 2017 | Mar. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 202 | $ 202.7 | $ 103.1 | |
T-System | FNFV | ||||
Business Acquisition [Line Items] | ||||
Trade receivables | $ 11.3 | |||
Prepaid and other current assets | 2 | |||
Property and equipment | 1.2 | |||
Goodwill | 98.9 | |||
Other intangible assets | 112.4 | |||
Total assets acquired | 225.8 | |||
Accounts payable and accrued liabilities | 6.6 | |||
Deferred revenue | 11 | |||
Deferred tax liabilities | 7.3 | |||
Total liabilities assumed | 24.9 | |||
Net assets acquired | $ 200.9 |
Acquisitions - Unaudited Pro-fo
Acquisitions - Unaudited Pro-forma Combined Results of Operations (Details) - T-System - FNFV $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |
Total revenues | $ 290.3 |
Net loss | $ 0.9 |
Acquisitions - Estimated Useful
Acquisitions - Estimated Useful Lives of Property and Equipment and Other Intangible Assets (Details) - T-System - FNFV $ in Millions | Oct. 16, 2017USD ($) |
Business Acquisition [Line Items] | |
Property and equipment | $ 1.2 |
Total other intangible assets | 112.4 |
Total | $ 113.6 |
Minimum | |
Business Acquisition [Line Items] | |
Weighted Average Estimated Useful Life, property and equipment (in years) | 3 years |
Maximum | |
Business Acquisition [Line Items] | |
Weighted Average Estimated Useful Life, property and equipment (in years) | 5 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Total other intangible assets | $ 55.2 |
Weighted Average Estimated Useful Life, other intangible assets (in years) | 10 years |
Computer software | |
Business Acquisition [Line Items] | |
Total other intangible assets | $ 45.1 |
Weighted Average Estimated Useful Life, other intangible assets (in years) | 9 years |
Tradename | |
Business Acquisition [Line Items] | |
Total other intangible assets | $ 10.6 |
Weighted Average Estimated Useful Life, other intangible assets (in years) | 10 years |
Noncompete agreement | |
Business Acquisition [Line Items] | |
Total other intangible assets | $ 1.5 |
Weighted Average Estimated Useful Life, other intangible assets (in years) | 5 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)firm | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | |
Liabilities: | |||
Number of firms used for pricing | firm | 1 | ||
Level 3 | |||
Fixed-maturity securities available for sale: | |||
Total assets | $ 0 | $ 0 | |
Liabilities: | |||
Total liabilities | 0 | $ 0 | |
Level 3 | Minimum | |||
Liabilities: | |||
Discount rate | 11.50% | ||
Level 3 | Maximum | |||
Liabilities: | |||
Discount rate | 17.25% | ||
Recurring Basis | |||
Fixed-maturity securities available for sale: | |||
Deferred compensation | $ 3,900,000 | 4,400,000 | |
Total assets | 25,300,000 | 36,900,000 | |
Liabilities: | |||
Deferred compensation | 3,900,000 | 4,400,000 | |
Total liabilities | 3,900,000 | 4,400,000 | |
Recurring Basis | Corporate debt securities | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | 21,400,000 | 14,800,000 | |
Recurring Basis | Equity securities available for sale | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | 17,700,000 | ||
Recurring Basis | Level 1 | |||
Fixed-maturity securities available for sale: | |||
Deferred compensation | 3,900,000 | 4,400,000 | |
Total assets | 3,900,000 | 22,100,000 | |
Liabilities: | |||
Deferred compensation | 3,900,000 | 4,400,000 | |
Total liabilities | 3,900,000 | 4,400,000 | |
Recurring Basis | Level 1 | Corporate debt securities | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | 0 | 0 | |
Recurring Basis | Level 1 | Equity securities available for sale | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | 17,700,000 | ||
Recurring Basis | Level 2 | |||
Fixed-maturity securities available for sale: | |||
Deferred compensation | 0 | 0 | |
Total assets | 0 | 14,800,000 | |
Liabilities: | |||
Deferred compensation | 0 | 0 | |
Total liabilities | 0 | 0 | |
Recurring Basis | Level 2 | Corporate debt securities | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | 0 | 14,800,000 | |
Recurring Basis | Level 2 | Equity securities available for sale | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | 0 | ||
Recurring Basis | Level 3 | |||
Fixed-maturity securities available for sale: | |||
Deferred compensation | 0 | 0 | |
Total assets | 21,400,000 | 0 | |
Liabilities: | |||
Deferred compensation | 0 | 0 | |
Total liabilities | 0 | 0 | |
Recurring Basis | Level 3 | Corporate debt securities | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | $ 21,400,000 | 0 | |
Recurring Basis | Level 3 | Equity securities available for sale | |||
Fixed-maturity securities available for sale: | |||
Securities available for sale | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Fair Values of level 3 Assets Measured on a Recurring Basis (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Other comprehensive earnings—unrealized gain on investments and other financial instruments, net of tax | [1] | $ 2,100,000 | $ 500,000 | |
Recurring Basis | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Assets measured at fair value | 25,300,000 | $ 36,900,000 | ||
Liabilities measured at fair value | 3,900,000 | 4,400,000 | ||
Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Realized gain or losses in net earnings | 0 | 0 | ||
Other comprehensive earnings—unrealized gain on investments and other financial instruments, net of tax | 0 | 0 | ||
Assets measured at fair value | 0 | 0 | ||
Liabilities measured at fair value | $ 0 | 0 | ||
Level 3 | Recurring Basis | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Assets measured at fair value | 21,400,000 | 0 | ||
Liabilities measured at fair value | 0 | $ 0 | ||
Level 3 | Corporate debt securities | Recurring Basis | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair Value, Beginning of period | 0 | |||
Transfers from Level 2 | 21,400,000 | |||
Fair Value, End of period | $ 21,400,000 | |||
[1] | Net of income tax expense of $0.8 million and $0.3 million for the three months ended March 31, 2018 and 2017, respectively |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amounts and Fair Values of Available for Sale Securities (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | $ 29.8 | $ 44 |
Unrealized Gains | 2.7 | 0.6 |
Unrealized Losses | (11.1) | (12.1) |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 29.8 | 26.3 |
Unrealized Gains | 2.7 | 0.3 |
Unrealized Losses | (11.1) | (11.8) |
Equity securities available for sale | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 17.7 | |
Unrealized Gains | 0.3 | |
Unrealized Losses | (0.3) | |
Carrying Value | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 21.4 | 32.5 |
Carrying Value | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 21.4 | 14.8 |
Carrying Value | Equity securities available for sale | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 17.7 | |
Fair Value | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | 21.4 | 32.5 |
Fair Value | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | $ 21.4 | 14.8 |
Fair Value | Equity securities available for sale | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities | $ 17.7 |
Investments - Schedule of Inves
Investments - Schedule of Investment Securities in a Continuous Unrealized Loss Position (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value | ||
Less than 12 Months | $ 15.3 | $ 21.1 |
Unrealized Losses | ||
Less than 12 Months | (11.1) | (12.1) |
Corporate debt securities | ||
Fair Value | ||
Less than 12 Months | 15.3 | 14.3 |
Unrealized Losses | ||
Less than 12 Months | $ (11.1) | (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. 31, 2018 | Mar. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | |||
Realized gains related to the sales of equity securities available for sale (less than for 2018) | $ 0 | $ 0 | |
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 | |
Ceridian II | Public Offering | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Aggregate proceeds from offering | $ 150,200,000 | ||
Equity securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Gross proceeds on sale of securities | 17,700,000 | 31,600,000 | |
Realized gains related to the sales of equity securities available for sale (less than for 2018) | $ 100,000 | $ 5,100,000 | |
Minimum | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Fixed maturity securities, maturity | 1 year | ||
Maximum | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Fixed maturity securities, maturity | 5 years |
Investments - Schedule of Inv46
Investments - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 415.4 | $ 424.9 |
Total investment in Ceridian | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership (as a percent) | ||
Investments in unconsolidated affiliates | $ 374.6 | 383.3 |
Ceridian | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership (as a percent) | 33.00% | |
Investments in unconsolidated affiliates | $ 314.4 | 324.9 |
Ceridian II | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership (as a percent) | 32.00% | |
Investments in unconsolidated affiliates | $ 60.2 | 58.4 |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 40.8 | $ 41.6 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information for Ceridian (Details) - Ceridian - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Condensed Combined Balance Sheets | |||
Total current assets before customer funds | $ 295.4 | $ 323.4 | |
Customer funds | 4,293.9 | 4,099.7 | |
Goodwill and other intangible assets, net | 2,282.4 | 2,299.7 | |
Other assets | 109 | 107.8 | |
Total assets | 6,980.7 | 6,830.6 | |
Current liabilities before customer obligations | 141.3 | 167 | |
Customer obligations | 4,313.2 | 4,105.5 | |
Long-term obligations, less current portion | 1,120.5 | 1,119.8 | |
Other long-term liabilities | 201.1 | 208.6 | |
Total liabilities | 5,776.1 | 5,600.9 | |
Equity | 1,204.6 | 1,229.7 | |
Total liabilities and equity | 6,980.7 | $ 6,830.6 | |
Condensed Combined Statements of Earnings | |||
Total revenues | 208.9 | $ 187 | |
Earnings (loss) before income taxes | 4.5 | (9.2) | |
Net loss | $ (1.8) | $ (11.2) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 12.4 | $ 9.1 |
Semi-finished and finished goods | 13.7 | 7.5 |
Packaging | 2.9 | 2.8 |
Obsolescence reserve | (0.7) | (0.6) |
Total bakery inventory | 28.3 | 18.8 |
Other restaurant-related inventory | 10.1 | 10.9 |
Other | 0.2 | 0 |
Total inventory | $ 38.6 | $ 29.7 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Notes payable, total | $ 12,500,000 | $ 134,900,000 |
Less: Notes payable, current | 1,400,000 | 122,200,000 |
Notes payable, long term | 11,100,000 | 12,700,000 |
ABRH Term Loan | Notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 0 | 84,200,000 |
ABRH Term Loan | Notes payable | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% | |
ABRH Revolving Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 0 | 38,000,000 |
Brasada Credit Agreement | Notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 12,000,000 | 12,100,000 |
Corporate Revolver Note | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
Unused portion | 100,000,000 | |
Other | Notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 500,000 | $ 600,000 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | 1 Months Ended | ||||
Mar. 31, 2018 | Dec. 31, 2017 | Nov. 17, 2017 | Jan. 29, 2016 | Jun. 30, 2014 | |
Line of Credit Facility [Line Items] | |||||
Borrowings under Revolver | $ 12,500,000 | $ 134,900,000 | |||
Cascades Credit Agreement | Notes payable | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings under Revolver | 12,000,000 | 12,100,000 | |||
Corporate Revolver Note | Revolver Note | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate borrowing capacity | $ 100,000,000 | ||||
Amount available to be drawn | 100,000,000 | ||||
Borrowings under Revolver | 0 | $ 0 | |||
NV Brasada | Cascades Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate borrowing capacity | $ 17,000,000 | ||||
NV Brasada | Cascades Credit Agreement | Line of Credit Loan | |||||
Line of Credit Facility [Line Items] | |||||
Amount available to be drawn | $ 800,000 | ||||
NV Brasada | Cascades Credit Agreement | Notes payable | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate interest | 4.07% | ||||
ABRH | Notes payable | |||||
Line of Credit Facility [Line Items] | |||||
Amendment fee, percentage | 2.00% | ||||
ABRH | ABRH Credit Facility, Second Amendment Interest Rate | Notes payable | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate increased to | 10.00% | ||||
FNF, LLC | Corporate Revolver Note | Revolver Note | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate borrowing capacity | $ 100,000,000 |
Notes Payable - Gross Principal
Notes Payable - Gross Principal Maturities of Notes Payable (Details) $ in Millions | Mar. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2018 (remaining) | $ 1.1 |
2,019 | 0.5 |
2,020 | 0.4 |
2,021 | 0.4 |
2,022 | 0.4 |
Thereafter | 9.8 |
Total Long Term Debt | $ 12.6 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jul. 13, 2016 | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 13, 2017case |
Loss Contingencies [Line Items] | ||||
Accrual for legal proceedings | $ | $ 400,000 | $ 200,000 | ||
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 |
Commitments and Contingencies53
Commitments and Contingencies - Future Minimum Operating Lease Commitments (Details) $ in Millions | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2018 (remaining) | $ 46.4 |
2,019 | 58.2 |
2,020 | 51.8 |
2,021 | 44.8 |
2,022 | 34 |
Thereafter | 135.8 |
Total future minimum operating lease payments | $ 371 |
Commitments and Contingencies54
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2018 (remaining) | $ 167.9 |
2,019 | 28.7 |
2,020 | 17 |
2,021 | 4.3 |
2,022 | 3.3 |
Thereafter | 3.6 |
Total purchase commitments | $ 224.8 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Restaurant revenues | $ 273.8 | $ 272.7 | |
Other operating revenues | 20.1 | 2.6 | |
Total operating revenues | 293.9 | 275.3 | |
Interest and investment income, including realized gains and losses | 1.3 | 6.1 | |
Total revenues | 295.2 | 281.4 | |
Depreciation and amortization | 14.9 | 11.4 | |
Interest expense | (3) | (2.1) | |
(Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates | (8.8) | (2.2) | |
Income tax (benefit) expense | (4) | (1.8) | |
Loss from continuing operations before equity in losses of unconsolidated affiliates | (4.8) | (0.4) | |
Equity in earnings (losses) of unconsolidated affiliates | (1.1) | (3.4) | |
(Loss) earnings from continuing operations | (5.9) | (3.8) | |
Assets | 1,340.6 | 1,499.8 | $ 1,487.2 |
Goodwill | 202 | 103.1 | $ 202.7 |
Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 273.8 | 272.7 | |
Other operating revenues | 0 | 0 | |
Total operating revenues | 273.8 | 272.7 | |
Interest and investment income, including realized gains and losses | 0 | 0 | |
Total revenues | 273.8 | 272.7 | |
Depreciation and amortization | 10.7 | 10.8 | |
Interest expense | (3.7) | (1.9) | |
(Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates | (9.3) | (4.5) | |
Income tax (benefit) expense | 0 | 0 | |
Loss from continuing operations before equity in losses of unconsolidated affiliates | (9.3) | (4.5) | |
Equity in earnings (losses) of unconsolidated affiliates | 0.1 | 0 | |
(Loss) earnings from continuing operations | (9.2) | (4.5) | |
Assets | 480.2 | 500.4 | |
Goodwill | 103.1 | 103.1 | |
Operating Segments | T-System | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | ||
Other operating revenues | 16.9 | ||
Total operating revenues | 16.9 | ||
Interest and investment income, including realized gains and losses | 0 | ||
Total revenues | 16.9 | ||
Depreciation and amortization | 4.2 | ||
Interest expense | 0 | ||
(Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates | 0.1 | ||
Income tax (benefit) expense | (0.3) | ||
Loss from continuing operations before equity in losses of unconsolidated affiliates | 0.4 | ||
Equity in earnings (losses) of unconsolidated affiliates | 0 | ||
(Loss) earnings from continuing operations | 0.4 | ||
Assets | 220.7 | ||
Goodwill | 98.9 | ||
Operating Segments | Ceridian | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | 0 | |
Other operating revenues | 208.9 | 187 | |
Total operating revenues | 208.9 | 187 | |
Interest and investment income, including realized gains and losses | 0 | 0 | |
Total revenues | 208.9 | 187 | |
Depreciation and amortization | 14.9 | 14.1 | |
Interest expense | (21.9) | (21.4) | |
(Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates | 4.5 | (9.2) | |
Income tax (benefit) expense | 6.8 | 2.5 | |
Loss from continuing operations before equity in losses of unconsolidated affiliates | (2.3) | (11.7) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | |
(Loss) earnings from continuing operations | (2.3) | (11.7) | |
Assets | 6,980.7 | 7,297.4 | |
Goodwill | 2,075.8 | 2,061.9 | |
Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | 0 | |
Other operating revenues | 3.2 | 2.6 | |
Total operating revenues | 3.2 | 2.6 | |
Interest and investment income, including realized gains and losses | 1.3 | 6.1 | |
Total revenues | 4.5 | 8.7 | |
Depreciation and amortization | 0 | 0.6 | |
Interest expense | 0.7 | (0.2) | |
(Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates | 0.4 | 2.3 | |
Income tax (benefit) expense | (3.7) | (1.8) | |
Loss from continuing operations before equity in losses of unconsolidated affiliates | 4.1 | 4.1 | |
Equity in earnings (losses) of unconsolidated affiliates | 0.7 | 0.1 | |
(Loss) earnings from continuing operations | 4.8 | 4.2 | |
Assets | 639.7 | 999.4 | |
Goodwill | 0 | 0 | |
Ceridian Elimination | |||
Segment Reporting Information [Line Items] | |||
Restaurant revenues | 0 | 0 | |
Other operating revenues | (208.9) | (187) | |
Total operating revenues | (208.9) | (187) | |
Interest and investment income, including realized gains and losses | 0 | 0 | |
Total revenues | (208.9) | (187) | |
Depreciation and amortization | (14.9) | (14.1) | |
Interest expense | 21.9 | 21.4 | |
(Loss) earnings from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates | (4.5) | 9.2 | |
Income tax (benefit) expense | (6.8) | (2.5) | |
Loss from continuing operations before equity in losses of unconsolidated affiliates | 2.3 | 11.7 | |
Equity in earnings (losses) of unconsolidated affiliates | (1.9) | (3.5) | |
(Loss) earnings from continuing operations | 0.4 | 8.2 | |
Assets | (6,980.7) | (7,297.4) | |
Goodwill | $ (2,075.8) | $ (2,061.9) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2018segmentsitescustomer | |
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 (as percent) | 55.00% |
T-System | |
Segment Reporting Information [Line Items] | |
Number of businesses | segment | 2 |
T-System Coding Software & Outsourced Solutions | T-System | |
Segment Reporting Information [Line Items] | |
Number of customers (more than) | 75 |
Number of sites | sites | 300 |
Software Solutions | T-System Clinical Documentation | T-System | |
Segment Reporting Information [Line Items] | |
Number of customers (more than) | 435 |
T-Sheet | T-System Clinical Documentation | T-System | |
Segment Reporting Information [Line Items] | |
Number of customers (more than) | 800 |
Supplemental Cash Flow Inform57
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash paid during the period: | ||
Interest | $ 1.3 | $ 2.6 |
Income taxes | 0 | 0 |
Non-cash investing activities: | ||
Unsettled purchases of investment securities accrued at period end | 3.5 | 0 |
Liabilities and noncontrolling interests assumed in connection with acquisitions: | ||
Fair value of net assets acquired | 0 | 25.9 |
Less: Total cash purchase price | 0 | 21 |
Liabilities and noncontrolling interests assumed | $ 0 | $ 4.9 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | Jun. 06, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Borrowings | $ 0.1 | $ 38.7 | |
Debt service payments | $ 123.8 | 12.7 | |
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 | 21 | ||
Borrowings | 23 | ||
Debt service payments | $ 3 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other income (expense): | ||
Earnings from discontinued operations | $ 0 | $ 2.3 |
OneDigital | Disposed of by Sale | ||
Revenues: | ||
Other operating revenue | 46.7 | |
Total operating revenues | 46.7 | |
Operating expenses: | ||
Personnel costs | 28.7 | |
Depreciation and amortization | 5.1 | |
Other operating expenses | 6.5 | |
Total operating expenses | 40.3 | |
Operating income | 6.4 | |
Other income (expense): | ||
Interest expense | (1.6) | |
Total other income (expense) | (1.6) | |
Earnings from discontinued operations before income taxes | 4.8 | |
Income tax expense | 2.5 | |
Earnings from discontinued operations | 2.3 | |
Cash flow from discontinued operations data: | ||
Net cash provided by operations | 8.1 | |
Net cash used in investing activities | $ (26.4) |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect adjustment to retained earnings | $ 2.8 | $ 0.2 |
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment for cumulative effect of adoption of ASC Topic 606 | 4.3 | |
Retained Earnings | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment for cumulative effect of adoption of ASC Topic 606 | $ 4.3 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 293.9 | $ 275.3 |
Restaurant Group | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 273.8 | 272.7 |
Restaurant Group | Restaurant sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 259.2 | 259.4 |
Restaurant Group | Bakery sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 13.2 | 11.9 |
Restaurant Group | Franchise and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1.4 | 1.4 |
T-System | T-System, point-in-time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 8.2 | 0 |
T-System | T-System, over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 8.7 | 0 |
Corporate and Other | Real estate and resort | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2.9 | 2.3 |
Corporate and Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0.3 | 0.3 |
Total Other Operating Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 20.1 | $ 2.6 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances, Information About Receivables and Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables | $ 30.2 | $ 35.8 |
Deferred revenue (contract liabilities) | 25.3 | $ 35.2 |
Revenue recognized that was included in Deferred revenue | $ 16.2 |
Revenue Recognition -Transactio
Revenue Recognition -Transaction Price Allocated to Remaining Performance Obligations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue to be recognized in future period | $ 34.5 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue contract period | 1 year |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue contract period | 5 years |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation Timing (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation (as percent) | 51.00% |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation (as percent) | 25.00% |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |