Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-38300 | |
Entity Registrant Name | CANNAE HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-1273460 | |
Entity Address, Address Line One | 1701 Village Center Circle | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89134 | |
City Area Code | 702 | |
Local Phone Number | 323-7330 | |
Title of 12(b) Security | Cannae Common Stock, $0.0001 par value | |
Trading Symbol | CNNE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,223,692 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001704720 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 73.7 | $ 323 |
Short-term investments | 1.8 | 31.4 |
Trade receivables | 33.1 | 49.8 |
Inventory | 32.5 | 22.3 |
Prepaid expenses and other current assets | 24.2 | 25.2 |
Total current assets | 165.3 | 451.7 |
Investments in unconsolidated affiliates | 913.3 | 397.2 |
Lease assets - see Note B | 228.4 | 0 |
Property and equipment, net | 160.4 | 176.4 |
Other intangible assets, net | 158 | 175.8 |
Goodwill | 164.8 | 164.8 |
Fixed maturity securities available for sale, at fair value | 17.7 | 17.8 |
Deferred tax asset | 9.4 | 16.9 |
Other long term investments and non-current assets | 55.1 | 58.9 |
Total assets | 1,872.4 | 1,459.5 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 98.2 | 98.4 |
Lease liabilities, current - see Note B | 43 | 0 |
Income taxes payable | 4.1 | 24.2 |
Deferred revenue | 25.3 | 31.5 |
Notes payable, current | 5.9 | 5.9 |
Total current liabilities | 176.5 | 160 |
Lease liabilities, long term - see Note B | 218 | 0 |
Deferred revenue, long term | 0.2 | 0.2 |
Notes payable, long term | 195.2 | 42.2 |
Accounts payable and other accrued liabilities, long term | 30.1 | 57.4 |
Total liabilities | 620 | 259.8 |
Commitments and contingencies - see Note G | ||
Equity: | ||
Cannae common stock, $0.0001 par value; authorized 115,000,000 shares as of June 30, 2019 and December 31, 2018; issued and outstanding of 72,234,330 and 72,223,692, respectively, as of June 30, 2019 and December 31, 2018 | 0 | 0 |
Preferred stock, $0.0001 par value; authorized 10,000,000 shares; issued and outstanding, none as of June 30, 2019 and December 31, 2018 | 0 | 0 |
Retained earnings | 90.9 | 45.8 |
Additional paid-in capital | 1,150.9 | 1,146.2 |
Less: Treasury stock, 10,638 shares as of June 30, 2019 and December 31, 2018, at cost | (0.2) | (0.2) |
Accumulated other comprehensive loss | (56.1) | (67.2) |
Total Cannae shareholders' equity | 1,185.5 | 1,124.6 |
Noncontrolling interests | 66.9 | 75.1 |
Total equity | 1,252.4 | 1,199.7 |
Total liabilities and equity | $ 1,872.4 | $ 1,459.5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 115,000,000 | 115,000,000 |
Common stock issued (in shares) | 72,234,330 | 72,223,692 |
Common stock outstanding (in shares) | 72,234,330 | 72,223,692 |
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Treasury shares (in shares) | 10,638 | 10,638 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues: | ||||
Total operating revenues | $ 285.1 | $ 302.3 | $ 559.6 | $ 594.7 |
Operating expenses: | ||||
Cost of restaurant revenue | 231.6 | 240.1 | 458.6 | 480.9 |
Personnel costs | 30.9 | 90.3 | 55.3 | 114.4 |
Depreciation and amortization | 13.3 | 14.9 | 27.2 | 29.2 |
Other operating expenses | 33.8 | 25.1 | 57.6 | 46.3 |
Total operating expenses | 309.6 | 370.4 | 598.7 | 670.8 |
Operating loss | (24.5) | (68.1) | (39.1) | (76.1) |
Other income (expense): | ||||
Interest, investment and other income | 1.4 | 1.6 | 12.4 | 2.9 |
Interest expense | (5.5) | (0.2) | (9.2) | (3.2) |
Realized gains, net | 74.5 | 66.5 | 76.1 | 66.5 |
Total other income (expense) | 70.4 | 67.9 | 79.3 | 66.2 |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | 45.9 | (0.2) | 40.2 | (9.9) |
Income tax expense (benefit) | (8.5) | (2.6) | (3.7) | 2.9 |
Earnings (loss) before equity in losses of unconsolidated affiliates | 37.4 | (2.8) | 36.5 | (7) |
Equity in losses of unconsolidated affiliates | (22.4) | (19.6) | (19.5) | (20.7) |
Net earnings (loss) | 15 | (22.4) | 17 | (27.7) |
Less: Net loss attributable to non-controlling interests | (4.5) | (2.6) | (7.6) | (6.8) |
Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | $ 19.5 | $ (19.8) | $ 24.6 | $ (20.9) |
Basic | ||||
Net earnings (loss) per share (in usd per share) | $ 0.27 | $ (0.28) | $ 0.34 | $ (0.30) |
Diluted | ||||
Net earnings (loss) per share (in usd per share) | $ 0.27 | $ (0.28) | $ 0.34 | $ (0.30) |
Weighted Average Shares Outstanding | ||||
Weighted average shares outstanding Cannae Holdings common stock, basic basis (in shares) | 71.6 | 71.1 | 71.6 | 70.8 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis (in shares) | 71.9 | 71.1 | 71.8 | 70.9 |
Restaurant revenue | ||||
Revenues: | ||||
Total operating revenues | $ 266.5 | $ 276.2 | $ 524.3 | $ 550 |
Other operating revenue | ||||
Revenues: | ||||
Total operating revenues | $ 18.6 | $ 26.1 | $ 35.3 | $ 44.7 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net earnings (loss) | $ 15 | $ (22.4) | $ 17 | $ (27.7) | |
Other comprehensive earnings (loss), net of tax: | |||||
Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 0.1 | (0.4) | (0.1) | 1.8 |
Unrealized gain (loss) relating to investments in unconsolidated affiliates | [2] | 5.3 | (0.1) | 11.5 | (6.9) |
Reclassification adjustments for unrealized gains and losses, net of tax, included in net earnings | 4.1 | 16.7 | 4.7 | 16.7 | |
Other comprehensive earnings (loss) | 9.5 | 16.2 | 16.1 | 11.6 | |
Comprehensive earnings (loss) | 24.5 | (6.2) | 33.1 | (16.1) | |
Less: Comprehensive loss attributable to noncontrolling interests | (4.5) | (2.6) | (7.6) | (6.8) | |
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | 29 | (3.6) | 40.7 | (9.3) | |
Net of income tax expense (benefit) (less than for Q2) | 0.1 | (0.1) | (0.1) | 0.6 | |
Net of income tax expense (benefit) | 1.4 | (0.1) | 3 | (1.8) | |
Net of income tax benefit | $ (1) | $ 4.4 | $ (1.2) | $ 4.4 | |
[1] | Net of income tax expense (benefit) of less than $0.1 million and $(0.1) million for the three months ended June 30, 2019 and 2018 , respectively, and less than $(0.1) million and $0.6 million for the six months ended June 30, 2019 and 2018 , respectively. | ||||
[2] | Net of income tax expense (benefit) of $1.4 million and less than $(0.1) million for the three months ended June 30, 2019 and 2018 , respectively and $3.0 million and $(1.8) million for the six months ended June 30, 2019 and 2018 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total | Ceridian | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCeridian | Retained Earnings | Accumulated Other Comp (Loss) Earnings | Treasury Stock | Non-controlling Interests | |
Beginning balance (in shares) at Dec. 31, 2017 | 70.9 | |||||||||
Beginning balance at Dec. 31, 2017 | $ 1,153.1 | $ 0 | $ 1,130.2 | $ 0.2 | $ (71) | $ 0 | $ 93.7 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adjustment for adoption of ASU 2018-02 | 16.1 | (16.1) | ||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | 1.8 | [1] | 1.8 | |||||||
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates, net of tax | (6.9) | [2] | (6.9) | |||||||
Reclassification adjustments for unrealized gains and losses, net of tax, included in net earnings | 16.7 | 16.7 | ||||||||
Shares issued for investment success bonuses, net of issuance costs (in shares) | 1 | |||||||||
Shares issued for investment success bonuses, net of issuance costs | 19.8 | 19.8 | ||||||||
Stock-based compensation | 0.9 | $ 3.9 | 0.9 | $ 3.9 | ||||||
Contribution of CSA services from FNF | 0.6 | 0.6 | ||||||||
Sale of noncontrolling interest in consolidated subsidiary | 4.1 | 4.1 | ||||||||
Net earnings (loss) | (27.7) | (20.9) | (6.8) | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 71.9 | |||||||||
Ending balance at Jun. 30, 2018 | 1,168.2 | $ 0 | 1,155.4 | (2.7) | (75.5) | 0 | 91 | |||
Beginning balance (in shares) at Mar. 31, 2018 | 70.9 | |||||||||
Beginning balance at Mar. 31, 2018 | 1,146.8 | $ 0 | 1,131.9 | 1 | (75.6) | 0 | 89.5 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adjustment for adoption of ASU 2018-02 | 16.1 | (16.1) | ||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | (0.4) | [1] | (0.4) | |||||||
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates, net of tax | (0.1) | [2] | (0.1) | |||||||
Reclassification adjustments for unrealized gains and losses, net of tax, included in net earnings | 16.7 | 16.7 | ||||||||
Shares issued for investment success bonuses, net of issuance costs (in shares) | 1 | |||||||||
Shares issued for investment success bonuses, net of issuance costs | 19.8 | 19.8 | ||||||||
Stock-based compensation | 0.4 | 3 | 0.4 | 3 | ||||||
Contribution of CSA services from FNF | 0.3 | 0.3 | ||||||||
Sale of noncontrolling interest in consolidated subsidiary | 4.1 | 4.1 | ||||||||
Net earnings (loss) | (22.4) | (19.8) | (2.6) | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 71.9 | |||||||||
Ending balance at Jun. 30, 2018 | 1,168.2 | $ 0 | 1,155.4 | (2.7) | (75.5) | 0 | 91 | |||
Beginning balance (in shares) at Dec. 31, 2018 | 72.2 | |||||||||
Beginning balance at Dec. 31, 2018 | 1,199.7 | $ 0 | 1,146.2 | 45.8 | (67.2) | (0.2) | 75.1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | (0.1) | [1] | (0.1) | |||||||
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates, net of tax | 11.5 | [2] | 11.5 | |||||||
Reclassification adjustments for unrealized gains and losses, net of tax, included in net earnings | 4.7 | 4.7 | ||||||||
Dun & Bradstreet equity issuance costs | (1.4) | (1.4) | ||||||||
Stock-based compensation | 1.9 | 3.5 | 1.9 | 3.5 | ||||||
Contribution of CSA services from FNF | 0.7 | 0.7 | ||||||||
Subsidiary dividends paid to noncontrolling interests | (0.6) | (0.6) | ||||||||
Net earnings (loss) | 17 | 24.6 | (7.6) | |||||||
Ending balance (in shares) at Jun. 30, 2019 | 72.2 | |||||||||
Ending balance at Jun. 30, 2019 | 1,252.4 | $ 0 | 1,150.9 | 90.9 | (56.1) | (0.2) | 66.9 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adjustment for cumulative effect of adoption of accounting standard | 15.5 | 20.5 | (5) | |||||||
Beginning balance (in shares) at Mar. 31, 2019 | 72.2 | |||||||||
Beginning balance at Mar. 31, 2019 | 1,226 | $ 0 | 1,148.8 | 71.4 | (65.6) | (0.2) | 71.6 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | 0.1 | [1] | 0.1 | |||||||
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates, net of tax | 5.3 | [2] | 5.3 | |||||||
Reclassification adjustments for unrealized gains and losses, net of tax, included in net earnings | 4.1 | 4.1 | ||||||||
Dun & Bradstreet equity issuance costs | (1.4) | (1.4) | ||||||||
Stock-based compensation | 1 | $ 2.2 | 1 | $ 2.2 | ||||||
Contribution of CSA services from FNF | 0.3 | 0.3 | ||||||||
Subsidiary dividends paid to noncontrolling interests | (0.2) | (0.2) | ||||||||
Net earnings (loss) | 15 | 19.5 | (4.5) | |||||||
Ending balance (in shares) at Jun. 30, 2019 | 72.2 | |||||||||
Ending balance at Jun. 30, 2019 | $ 1,252.4 | $ 0 | $ 1,150.9 | $ 90.9 | $ (56.1) | $ (0.2) | $ 66.9 | |||
[1] | Net of income tax expense (benefit) of less than $0.1 million and $(0.1) million for the three months ended June 30, 2019 and 2018 , respectively, and less than $(0.1) million and $0.6 million for the six months ended June 30, 2019 and 2018 , respectively. | |||||||||
[2] | Net of income tax expense (benefit) of $1.4 million and less than $(0.1) million for the three months ended June 30, 2019 and 2018 , respectively and $3.0 million and $(1.8) million for the six months ended June 30, 2019 and 2018 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 17 | $ (27.7) |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 27.3 | 29.2 |
Equity in losses of unconsolidated affiliates | 19.5 | 20.7 |
Distributions from investments in unconsolidated affiliates | 2 | 0.9 |
Realized gains and asset impairments, net | (64.4) | (61.4) |
Lease asset amortization | 18 | 0 |
Stock-based compensation cost | 1.9 | 20.6 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease (increase) in trade receivables | 16.5 | (1) |
Net increase in inventory, prepaid expenses and other assets | (15.6) | (8.4) |
Net decrease in lease liabilities | (22) | 0 |
Net decrease in accounts payable, accrued liabilities, deferred revenue and other | (4) | (15.9) |
Net change in income taxes | (20.7) | (4.5) |
Net cash used in operating activities | (24.5) | (47.5) |
Cash flows from investing activities: | ||
Proceeds from sale of investment securities and investments in unconsolidated affiliates | 0 | 17.7 |
Additions to property and equipment and other intangible assets | (10.3) | (6.2) |
Proceeds from sales of property and equipment | 11.4 | 3.2 |
Investments in Dun & Bradstreet, net of capitalized syndication fees - see Note D | (526.2) | 0 |
Purchases of other long-term investments | 0 | (3.6) |
Distributions from investments in unconsolidated affiliates | 0.3 | 0.3 |
Net proceeds from sales and maturities of (cash paid for purchases of) short-term investment securities | 29.6 | (17.3) |
Net other investing activities | 2.6 | 0.6 |
Net cash used in investing activities | (387.8) | (0.7) |
Cash flows from financing activities: | ||
Borrowings | 262.1 | 0.1 |
Debt service payments | (111.7) | (123.9) |
Subsidiary distributions paid to noncontrolling interest shareholders | (0.6) | 0 |
Sale of noncontrolling interest in consolidated subsidiary | 0 | 4.1 |
Proceeds from ABRH sale and leaseback of corporate office, net of issuance costs- see Note A | 13.2 | 0 |
Net cash provided by (used in) financing activities | 163 | (119.7) |
Net decrease in cash and cash equivalents | (249.3) | (167.9) |
Cash and cash equivalents at beginning of period | 323 | 245.6 |
Cash and cash equivalents at end of period | 73.7 | 77.7 |
Ceridian | ||
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | ||
Equity in losses of unconsolidated affiliates | (4) | 21.6 |
Cash flows from investing activities: | ||
Proceeds from sale of investments in unconsolidated affiliates | 100.5 | 0 |
Other Equity Method Investments | ||
Cash flows from investing activities: | ||
Proceeds from sale of investments in unconsolidated affiliates | $ 4.3 | $ 4.6 |
Basis of Financial Statements
Basis of Financial Statements | 6 Months Ended |
Jun. 30, 2019 | |
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 $1.3 billion as of June 30, 2019 . 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 June 30, 2019 , our primary investments include our minority ownership interests in Ceridian HCM Holding, Inc. ("Ceridian") and The Dun & Bradstreet Corporation ("DNB"); majority equity ownership stakes in American Blue Ribbon Holdings, LLC ("ABRH"), 99 Restaurants Holdings, LLC ("99 Restaurants") and T-System Holdings, LLC ("T-System"); and various other controlled portfolio companies and minority equity and debt investments. Except where otherwise noted, all references to we, us, our, Cannae, Cannae Holdings, the Company, or CNNE are to Cannae Holdings, Inc. and its subsidiaries, taken together. See Note H for further discussion of the businesses comprising our reportable segments. Principles of Consolidation and Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2018 . Following the split-off of the former portfolio company investments by Fidelity National Financial, Inc. ("FNF"), and subsequent contribution to us (the "FNF Split-Off"), the Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the Corporate Services Agreement ("CSA"), dated as of November 17, 2017, by and between the Company and FNF 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. FNF is considered a related party to the Company. 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 Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Condensed Consolidated Balance Sheets in each period. Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the valuation of goodwill and acquired intangible assets and fair value measurements (Note C). Actual results may differ from estimates. Recent Developments Dun & Bradstreet In February 2019, we completed our previously announced investment in DNB for a net investment $505.6 million in DNB's ultimate parent. DNB is a global leader in commercial data and analytics and provides various services to help companies improve their operational performance. On July 1, 2019, DNB completed an acquisition of Lattice Engines, Inc. ("Lattice"), a provider of integrated data and analytics solutions used by business-to-business marketing and sales professionals. In June 2019, we made an additional pro-rata investment of $23.5 million in DNB's ultimate parent. DNB used the proceeds to partially fund its acquisition of Lattice. See Note D for further discussion. Ceridian On May 22, 2019, we completed the sale of 2.0 million shares of common stock of Ceridian as part of an underwritten secondary public offering by certain stockholders of Ceridian at a public offering price of $50.50 per share (the "Ceridian Share Sale"). In connection with the Ceridian Share Sale, we received $ 50.25 per share (after the applicable underwriter discount) for aggregate proceeds of $100.5 million . We recorded a gain of $71.1 million on the Ceridian Share Sale which is included in Realized gains (losses), net on the Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2019. The recorded gain is net of $4.2 million of losses (exclusive of $1.1 million of income tax benefit) related to reclassification adjustments from Other comprehensive income. As of June 30, 2019, we own 21.7% of the outstanding common stock of Ceridian. Restaurant Group ABRH has entered into plans to sell certain company-owned stores. In conjunction with the plans of sale, $7.0 million of assets are recorded as held for sale and included in Prepaid expenses and other current assets, net as of June 30, 2019. On March 21, 2019, ABRH sold its corporate office located in Nashville, Tennessee for net cash proceeds of $13.2 million and entered into a lease agreement with the buyer to lease the office for an initial term of 15 years. The transaction was evaluated and determined not to qualify for sale-leaseback accounting. Accordingly, the transaction is accounted for as a failed sale and leaseback and a financing obligation. During the six months ended June 30, 2019, we reclassified $2.4 million from assets held for sale formerly included in Prepaid expenses and other current assets to reflect the real estate assets in Property and equipment, net on our Condensed Consolidated Balance Sheet as if we were the legal owner. We continue to recognize depreciation expense over the building's estimated useful life. On the date of the sale, we recorded a liability for the financing obligation in the amount of the net cash proceeds of $13.2 million which is included in Accounts payable and other accrued liabilities, long term on our Condensed Consolidated Balance Sheet. During the three months ended June 30, 2019, ABRH sold its corporate office located in Denver, Colorado and two company-owned O'Charley's stores for total gross proceeds of $8.5 million . Other On July 23, 2019, Cannae Holdings, in partnership with Motive Partners, closed on an investment in preferred equity of QOMPLX, Inc. ("QOMPLX"), formerly Fractal Industries, Inc., an intelligent decision and analytics platform used by businesses for modeling and planning. We funded $15.0 million at close and will fund another $15.0 million by December 2019 as part of a total $79.0 million financing of QOMPLX. Cannae's total investment will represent 19.9% of the outstanding voting equity of QOMPLX. Our Chairman William Foley II has joined QOMPLX’s Board of Directors. Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted 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 and six months ended June 30, 2019 there were no antidilutive shares of restricted stock outstanding which were excluded from the calculation of diluted earnings per share. For the three and six months ended June 30, 2018 there were less than 0.1 million and 0.1 million antidilutive shares of restricted stock outstanding, respectfully, which were excluded from the calculation of diluted earnings per share. Income Tax Our effective tax rate was 18.5% and (1,300.0)% in the three months ended June 30, 2019 and 2018 , respectively, and 9.2% and 29.3% in the six months ended June 30, 2019 and 2018 , respectively. The change in the effective tax rate in both the three and six-month periods ended June 30, 2019 was attributable to the decreased impact of the tax benefit on losses from investments in unconsolidated affiliates on the pretax earnings in the 2019 period compared to the lower earnings in the same period in 2018. The change in the three-month period was also driven by the decreased impact of permanent items on the pretax earnings. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("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. In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842): Targeted Improvements which allows entities the option to adopt this standard by recording a cumulative-effect adjustment to opening equity, if necessary, and only include required disclosures for prior periods. We adopted Topic 842 on January 1, 2019 using a modified retrospective approach prescribed by ASU 2018-11 and recorded an operating lease right-of-use asset (Lease assets) of $246.0 million and an operating lease liability for future discounted lease payment obligations (Lease liabilities) of $279.4 million at the date of adoption. The other material impacts of the adoption of Topic 842 also resulted in a decrease of $9.1 million and $42.3 million to our Other intangible assets, net and Accounts payable and accrued liabilities, respectively. We elected to apply the following package of practical expedients on a consistent basis permitting entities not to reassess: (i) whether any expired or existing contracts are or contain a lease; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. See Note B. Leases for further discussion of our leasing arrangements and related accounting. 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 expect to early adopt the standard. Revision of Prior Period Financial Statements Subsequent to the issuance of the Company’s Condensed Consolidated Financial Statements for the three and six months ended June 30, 2018, we identified and corrected errors in connection with the preparation of the financial statements for the year ended December 31, 2018 pertaining to: (1) our adjustment for the cumulative effect of the adoption of Accounting Standards Codification ("ASC") Topic 606 as of the date of adoption (January 1, 2018), (2) adjustments to the opening balance sheet of T-System in order to add a contract asset for its unbilled accounts receivable and to remove a portion of deferred revenue for which T-System had no further performance obligations and (3) our accounting for certain revenue transactions in our T-System segment for the three and six months ended June 30, 2018. These corrections resulted in a decrease in the Adjustment for cumulative effect of adoption of ASC Topic 606 to Retained earnings in the Condensed Consolidated Statement of Equity for the six months ended June 30, 2018 of $2.4 million from the $4.3 million (net of tax), as reported, to $1.9 million (net of tax), as corrected. These corrections also resulted in the following changes in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2018: i. decrease of $1.6 million and $3.1 million , respectively, to Other operating revenue, ii. decrease of $0.4 million and $1.0 million , respectively, to Depreciation and amortization, iii. decrease of $0.2 million and $1.7 million , respectively, to Income tax expense (benefit) and iv. increase of $1.0 million and $0.4 million , respectively, to Net loss and Net loss attributable to Cannae (increased loss) v. increase of $0.02 and $0.01 , respectively, to Net loss per share (increased loss per share) In connection with the preparation of our Condensed Consolidated Financial Statements for the quarter ended September 30, 2018, we identified and corrected an error pertaining to our presentation of comprehensive (loss) earnings for the three and six months ended June 30, 2018. The misstatement related to the reclassification of $16.7 million of unrealized losses of unconsolidated affiliates from accumulated other comprehensive loss to earnings in conjunction with Ceridian's IPO. The reclassification was properly reflected in the Condensed Consolidated Statement of Equity for the six months ended June 30, 2018; however, it was omitted from the Condensed Consolidated Statements of Comprehensive (Loss) Earnings. This omission resulted in a $16.7 million overstatement of the comprehensive loss and the comprehensive loss attributable to Cannae Holdings, Inc. for the three and six months ended June 30, 2018.We have corrected the presentation of our comprehensive (loss) earnings in the accompanying Condensed Consolidated Statements of Comprehensive (Loss) Earnings. The correction resulted in (i) an increase in the reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings, (ii) a decrease in comprehensive loss and (iii) an increase in comprehensive earnings attributable to Cannae Holdings, Inc. of $16.7 million . Earnings from continuing operations, net earnings and earnings per share for the three and six months ended June 30, 2018 were not affected by the error. In accordance with accounting guidance found in ASC Topic 250-10 Accounting Changes and Error Corrections (SEC Staff Accounting Bulletin Topic 1M), 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 on Form 10-Q. Consequently, we are correcting these errors in this report and will also correct these errors prospectively in our subsequent quarterly filings on Form 10-Q. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We adopted Topic 842 on January 1, 2019 using a modified retrospective approach. Prior year periods continue to be reported under Accounting Standards Codification ("ASC") Topic 840. See Note A for further discussion of the current period effects of adoption of ASU No. 2016-02 Leases (Topic 842). We are party to operating lease arrangements primarily for leased real estate for restaurants and office space. Right-of-use assets and lease liabilities related to operating leases under ASC 842 are recorded at commencement when we are party to a contract which conveys the right for the Company to control an asset for a specified period of time. We are not a party to any material contracts considered finance leases. Right-of-use assets and lease liabilities related to operating leases are recorded as Lease assets and Lease liabilities, respectively, on the Condensed Consolidated Balance Sheets as of June 30, 2019 . Our material operating leases range in term from one year to nineteen years . As of June 30, 2019 , the weighted-average remaining lease term of our operating leases was eight years . Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term. Our lease agreements do not contain any material buyout options, residual value guarantees or restrictive covenants. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term by varying amounts. The exercise of lease renewal options is at our sole discretion. We include options to renew, not to exceed a total lease term of twenty years , in our measurement of right-of-use assets and lease liabilities when they are considered reasonably certain of exercise. We consider a lease probable for renewal when the duration of the lease extensions are in the foreseeable future and related to assets for which will be reasonably assured of continued use. Excluding certain immaterial classes of leases in our Restaurant Group, we do not separate lease components from nonlease components for any of our right of use assets. Our operating lease liabilities are determined by discounting future lease payments using a discount rate which represents our best estimate of the incremental borrowing rate our subsidiaries would have to pay to borrow money to finance the asset over the underlying lease term and for an amount equal to the lease payments. Our discount rate is based on interest rates associated with comparable public company secured debt for companies similar to our operating subsidiaries and of similar duration to the underlying lease. As of June 30, 2019 , the weighted-average discount rate used to determine our operating lease liabilities was 7.76% . In our Restaurant Group, lease costs directly attributable to restaurant operations, primarily for real estate and to a lesser extent certain restaurant equipment, are included in Cost of restaurant revenue on the Condensed Consolidated Statements of Operations. Lease costs not directly attributable to cost of goods or services is included in Other operating expense on the Condensed Consolidated Statements of Operations. Our operating lease costs for the three and six months ended June 30, 2019 consist of: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Lease Cost Classification (in millions) Operating lease cost Cost of restaurant revenue $ 13.7 $ 28.3 Other operating expense $ 0.2 $ 0.3 Total operating lease cost $ 13.9 $ 28.6 We do not have any material short term lease costs, variable lease costs, or sublease income. Future payments under operating lease arrangements accounted for under ASC Topic 842 are as follows (in millions): 2019 (remaining) $ 30.7 2020 59.3 2021 53.0 2022 41.9 2023 35.1 Thereafter 137.4 Total lease payments, undiscounted $ 357.4 Less: discount 96.4 Total operating lease liability as of June 30, 2019, at present value $ 261.0 Less: operating lease liability as of June 30, 2019, current 43.0 Operating lease liability as of June 30, 2019, long term $ 218.0 Future payments under operating lease arrangements accounted for under ASC Topic 840 as of December 31, 2018 are as follows (in millions): 2019 $ 62.0 2020 57.7 2021 51.3 2022 40.7 2023 34.1 Thereafter 133.2 Total future minimum operating lease payments $ 379.0 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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 Condensed Consolidated 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 June 30, 2019 and December 31, 2018 , respectively: June 30, 2019 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 17.7 $ 17.7 Total $ — $ — $ 17.7 $ 17.7 December 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 17.8 $ 17.8 Total $ — $ — $ 17.8 $ 17.8 Our Level 3 fair value measurement for our fixed maturity securities available for sale are provided by a single third-party pricing service. Depending on security specific characteristics, either a combination of an income and net recovery approach or a contingent claims approach was utilized in determining fair value of our Level 3 fixed-maturity securities available for sale . Discount rates are the primary unobservable inputs utilized for the securities valued using a combination of an income and net recovery approach. The discount rates used are based on company-specific risk premiums, public company comparable securities, and leveraged loan indices. The discount rates used in our determination of the fair value of our Level 3 fixed-maturity securities available for sale varies by security type and ranged fro m 15.8% to 17.0% as of June 30, 2019 and a weighted avera ge based on relative fair value of the underlying securities of 17.0% . Based on the total fair value of our Level 3 fixed-maturity securities available for sale as of June 30, 2019 , changes in the discount rate utilized will not result in a fair value significantly different or material to the Company's financial position or results of operation 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 and six months ended June 30, 2019 and 2018 (in millions). Three months ended June 30, 2019 Three months ended June 30, 2018 Corporate debt Corporate debt securities securities Fair value, beginning of period $ 17.5 $ 21.4 Paid-in-kind dividends (1) 0.1 0.1 Accretion of original purchase discount (1) — 0.2 Net valuation gain (loss) included in other comprehensive earnings (2) 0.1 (0.1 ) Fair value, end of period $ 17.7 $ 21.6 Six months ended June 30, 2019 Six months ended June 30, 2018 Corporate debt Corporate debt securities securities Fair value, beginning of period $ 17.8 $ — Transfers from Level 2 — 21.4 Paid-in-kind dividends (1) 0.1 0.1 Accretion of original purchase discount (1) — 0.2 Impairment (1) (0.4 ) — Net valuation gain (loss) included in other comprehensive earnings (2) 0.2 (0.1 ) Fair value, end of period $ 17.7 $ 21.6 _____________________________________ (1) Included in Interest, investment and other income on the Condensed Consolidated Statements of Operations (2) Included in Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Condensed Consolidated Statements of Comprehensive Earnings 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 six months ended June 30, 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 in which they occur. There were no transfers between Level 2 and Level 3 in the three and six months ended June 30, 2019 and three months ended June 30, 2018, respectively. All of the unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 relate to fixed maturity securities considered Level 3 fair value measures. Additional information regarding the fair value of our investment portfolio is included in Note D. 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. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 17.7 $ 19.0 $ 0.6 $ (1.9 ) $ 17.7 Total $ 17.7 $ 19.0 $ 0.6 $ (1.9 ) $ 17.7 December 31, 2018 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 17.8 $ 18.8 $ 0.9 $ (1.9 ) $ 17.8 Total $ 17.8 $ 18.8 $ 0.9 $ (1.9 ) $ 17.8 The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or discount and other-than-temporary-impairment recognized in earnings since the date of purchase. As of June 30, 2019 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 June 30, 2019 and December 31, 2018 were as follows (in millions): June 30, 2019 12 Months or Longer Fair Unrealized Value Losses Corporate debt securities $ 10.1 $ (1.9 ) Total temporarily impaired securities $ 10.1 $ (1.9 ) December 31, 2018 Less than 12 Months Fair Unrealized Value Losses Corporate debt securities $ 10.4 $ (1.9 ) Total temporarily impaired securities $ 10.4 $ (1.9 ) During the six months ended June 30, 2019 , we incurred $0.4 million of other-than-temporary impairment charges relating to corporate debt securities which is included in Realized gains, net on the Condensed Consolidated Statements of Operations. The impairment recorded relates to a corporate debt holding which has experienced a prolonged period of declining earnings and which we are uncertain of our ability to recover our initial investment. All of the loss represents credit loss recognized in earnings and no portion of the loss was included in other comprehensive earnings. During the three months ended June 30, 2019 and three and six months ended June 30, 2018 , we incurred no other-than-temporary impairment charges relating to investment securities. During the six months ended June 30, 2018 , we sold equity securities for gross proceeds of $17.7 million , resulting in realized gains of less than $0.1 million . As of June 30, 2019 , we held $2.0 million of corporate debt securities 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 results of operations. Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of June 30, 2019 and December 31, 2018 consisted of the following (in millions): Ownership at June 30, 2019 June 30, December 31, Ceridian 21.7 % $ 380.5 $ 359.7 Dun & Bradstreet (defined below) 24.3 % 497.5 — Other various 35.3 37.5 Total $ 913.3 $ 397.2 Equity in earnings (losses) of unconsolidated affiliates for the three and six months ended June 30, 2019 and June 30, 2018 consisted of the following (in millions): Three months ended June 30, 2019 Three months ended June 30, 2018 Six months ended June 30, 2019 Six months ended June 30, 2018 Ceridian $ 1.4 $ (19.7 ) $ 4.0 $ (21.6 ) Dun & Bradstreet (defined below) (24.2 ) — (24.2 ) — Other 0.4 0.1 0.7 0.9 Total $ (22.4 ) $ (19.6 ) $ (19.5 ) $ (20.7 ) Ceridian Based on quoted market prices, the aggregate value of our ownership of Ceridian common stock is $1.5 billion as of June 30, 2019 . Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. LifeWorks Corporation Ltd. ("LifeWorks"), a former subsidiary of Ceridian, was distributed pro-rata to Ceridian shareholders contemporaneously with Ceridian's initial public offering in April 2018. On July 27, 2018, LifeWorks was sold. The results of Ceridian for the three and six months ended June 30, 2018 have been adjusted to remove the effects of the discontinued operations of LifeWorks as well as to reflect Ceridian's retrospective adoption of ASC Topic 606 and certain other accounting standards. June 30, December 31, (In millions) Total current assets before customer funds $ 365.1 $ 330.6 Customer funds 3,986.7 2,603.5 Goodwill and other intangible assets, net 2,132.7 2,114.9 Other assets 244.8 198.8 Total assets $ 6,729.3 $ 5,247.8 Current liabilities before customer obligations $ 129.8 $ 149.9 Customer obligations 3,963.5 2,619.7 Long-term obligations, less current portion 660.7 663.5 Other long-term liabilities 218.2 199.2 Total liabilities 4,972.2 3,632.3 Equity 1,757.1 1,615.5 Total liabilities and equity $ 6,729.3 $ 5,247.8 Three months ended June 30, 2019 Three months ended June 30, 2018 Six months ended June 30, 2019 Six months ended June 30, 2018 (In millions) (In millions) Total revenues $ 196.3 $ 179.0 $ 400.0 $ 367.8 Earnings (loss) before income taxes 8.7 (52.4 ) 25.6 (44.4 ) Earnings (loss) before discontinued operations 6.3 (53.6 ) 17.5 (51.4 ) Net earnings (loss) attributable to Ceridian 6.3 (63.3 ) 17.5 (62.7 ) Dun & Bradstreet On February 8, 2019, we closed on our previously announced acquisition of DNB (the "DNB Acquisition"). The DNB Acquisition was financed through a combination of $2.1 billion of common equity financing provided to DNB's ultimate parent and acquirer Star Parent, L.P. ("Star") by a consortium of investors including Cannae and various other investors, $1.1 billion of preferred equity in a wholly-owned subsidiary of Star from various sources and $4.0 billion of debt financing from various lenders. The proceeds were used by Star and its subsidiaries to purchase DNB (collectively with Star and its subsidiaries, "Dun & Bradstreet") . Of our previously disclosed $900.0 million commitment to purchase common equity of Star, we retained and funded a $505.6 million investment (the "Dun & Bradstreet Investment"), representing 24.5% of the outstanding common equity of Dun & Bradstreet, and syndicated the remainder to other investors. We funded the Dun & Bradstreet Investment through a combination of cash on hand and borrowings on the Margin Loan and FNF Revolver. On the closing date, we recorded income of $9.1 million for syndication fees from DNB which is recorded in Other income in our Condensed Consolidated Statement of Operations for the six months ended June 30, 2019. We also recorded a reduction in our investment of $2.9 million for our ratable portion of the syndication fees capitalized as equity issuance costs by Dun & Bradstreet. In April 2019, we syndicated an additional $2.6 million of our Dun & Bradstreet Investment to other investors resulting in a reduction in the Company's ownership to 24.3% of the outstanding common equity of Dun & Bradstreet. On June 27, 2019, we made an additional pro-rata investment of $23.5 million in Dun & Bradstreet. Dun & Bradstreet used the proceeds to partially fund its acquisition of Lattice (see Note A). Summarized financial information for Dun & Bradstreet for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. We report our equity in earnings or loss of Dun & Bradstreet on a one quarter lag. Accordingly, our net earnings for the three and six month periods ended June 30, 2019, include the Company’s equity in Dun & Bradstreet’s losses for the period from February 8, 2019 through March 31, 2019. March 31, (In millions) Total current assets $ 420.7 Goodwill and other intangible assets, net 8,285.7 Other assets 454.6 Total assets $ 9,161.0 Current liabilities $ 778.0 Long-term debt 3,821.0 Other non-current liabilities 1,636.5 Total liabilities 6,235.5 Preferred equity 1,028.4 Partner's capital 1,897.1 Total liabilities and equity $ 9,161.0 Period from February 8, 2019 to March 31, 2019 (In millions) Total revenues $ 174.1 Loss before income taxes (111.6 ) Net loss (81.1 ) Dividends attributable to preferred stock and noncontrolling interest expense (18.3 ) Net loss attributable to Dun & Bradstreet (99.4 ) |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following: June 30, December 31, (In millions) Bakery inventory: Raw materials $ 6.3 $ 6.8 Semi-finished and finished goods 16.2 5.6 Packaging 1.7 2.4 Obsolescence reserve (1.0 ) (3.0 ) Total bakery inventory 23.2 11.8 Other restaurant-related inventory 9.0 10.3 Other 0.3 0.2 Total inventory $ 32.5 $ 22.3 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: June 30, December 31, (In millions) 99 Term Loan $ 33.7 $ 36.1 99 Revolver 3.0 — 99 DLOC Loan — — Margin Facility 150.0 — Brasada Interstate Loans 11.7 11.7 Other 2.7 0.3 Notes payable, total $ 201.1 $ 48.1 Less: Notes payable, current 5.9 5.9 Notes payable, long term $ 195.2 $ 42.2 At June 30, 2019 the carrying value of our outstanding notes payable approximates fair value. The respective carrying values of our variable rate notes payable approximate fair value as they are variable rate instruments with short reset periods which reflect current market rates. The revolving credit facilities are considered Level 2 financial liabilities. The fixed-rate A Note, as defined below, pursuant to the Interstate Credit Agreement approximates fair value as of June 30, 2019 . On December 21, 2018, 99 Restaurants LLC, a direct, wholly-owned subsidiary of 99 Restaurants entered into the 99 Restaurants Credit Facility with Fifth Third Bank and other lenders thereto. The 99 Restaurants Credit Facility provides for (i) a maximum revolving loan of $15.0 million (the “99 Revolver”) with a maturity date of December 21, 2023; (ii) a maximum term loan of $37.0 million (the "99 Term Loan") with monthly installment repayments through November 30, 2023 and a maturity date of December 21, 2023 for the outstanding unpaid principal balance; and (iii) a maximum Development Line of Credit loan (the “99 DLOC Loan”) of up to $10.0 million to be advanced from time to time through December 21, 2020, with quarterly installment payments through (a) September 30, 2024 with respect to 99 DLOC Loans borrowed prior to December 21, 2019, and (b) September 30, 2025 with respect to 99 DLOC Loans borrowed on or after December 21, 2019. Interest on the 99 Credit Facility is based on, at our option, an applicable margin of (x) two and one half percent ( 2.50% ) per annum with respect to Base Rate Loans, as provided therein, and (y) three and one half percent ( 3.50% ) per annum with respect to LIBOR Loans, as provided therein. As of June 30, 2019 , interest on the 99 Term Loan and 99 Revolver is payable monthly at a rate of 6.00% and 5.88% , respectively, and there is $22.0 million of borrowing capacity combined under the 99 Revolver and DLOC Loans. On November 7, 2018, Cannae Funding, LLC (the "Borrower"), a wholly-owned special purpose subsidiary of the Company, entered into a Margin Loan Agreement (the "Loan Agreement"), and certain other related agreements, with Credit Suisse AG (in such capacity, "Administrative Agent") and other lenders thereto. Pursuant to the Loan Agreement, the Borrower may borrow up to $300.0 million (the "Margin Facility") in term loans at an interest rate of the three-month LIBOR plus an applicable margin with an initial maturity date of November 7, 2021. Interest on term loans under the Margin Facility is payable in-kind or cash at the Borrower's election. The Margin Facility is collateralized by 25.0 million shares of Ceridian held by the Borrower prior to any draws under the Margin Facility. On February 7, 2019, we borrowed $150 million under the Margin Facility and used the proceeds to fund, in part, the Dun & Bradstreet Investment. As of June 30, 2019 , we pay interest on borrowings outstanding quarterly at a rate of 5.35% and there is $150 million available to be drawn pursuant to the Margin Facility. Concurrently with the Loan Agreement, the Company entered into a Guaranty (the "Guaranty Agreement") in favor of the Administrative Agent and other lenders thereto pursuant to which the Company absolutely, unconditionally and irrevocably guaranteed all of the Borrower's obligations under the Loan Agreement for a period of up to one year after the conditions to the effectiveness of the Loan Agreement have been met. During the period in which the Guaranty Agreement is enforceable, the Company will be liable for all obligations payable by the Borrower under the Loan Agreement and other agreements entered into in connection therewith. On January 29, 2016, FNF NV Brasada, LLC, an Oregon limited liability company and majority-owned subsidiary of the Company, entered into a credit agreement with an aggregate borrowing capacity of $17.0 million (the “Interstate Credit Agreement”) originally with Bank of the Cascades, as lender. The Interstate Credit Agreement provides for (i) a $12.5 million acquisition loan (the "Acquisition Loan"), (ii) a $3.0 million development loan (the "Development Loan"), and (iii) a $1.5 million line of credit loan (the "Line of Credit Loan", and collectively with the Acquisition Loan and the Development Loan, the "Brasada Interstate Loans"). On June 13, 2018, the Interstate Credit Agreement was modified to add an additional line of credit of $3.6 million and to assign the loan from the Bank of the Cascades to First Interstate Bank. Pursuant to the Acquisition Loan, NV Brasada executed a $6.25 million "A Note", which accrues interest at a rate of 4.51% per annum and matures on the tenth anniversary of the issuance thereof, and a $6.25 million "B Note", which accrues interest at the rate of LIBOR plus 225 basis points, adjusted monthly, and matures on the tenth anniversary of the issuance thereof. As of June 30, 2019 , the variable rate notes incurred interest at 4.69% and there was $4.4 million available to be drawn pursuant to the Brasada Interstate Loans. Note payable to FNF On November 17, 2017, in conjunction with the FNF Split-Off, FNF issued to the Company a revolver note in aggregate principal amount of up to $100.0 million (the "FNF Revolver"). Pursuant to the FNF Revolver, FNF may make one or more loans to us in increments of $1.0 million , with up to $100.0 million outstanding at any time. The FNF Revolver accrues interest at LIBOR plus 450 basis points and matures on the five year anniversary of the date we were issued the FNF Revolver. The maturity date is automatically extended for additional five year terms unless notice of non-renewal is otherwise provided by either FNF or the Company, in their sole discretion. On February 7, 2019, we drew the entire $100.0 million available and used the proceeds to fund, in part, the Dun & Bradstreet Investment. On June 12, 2019, we repaid to FNF the entire $100.0 million outstanding amount under the FNF Revolver. As of June 30, 2019, there was no outstanding balance under the FNF Revolver and there was $100.0 million remaining borrowing capacity. On July 5, 2019, we borrowed $100.0 million from FNF under the FNF Revolver. The proceeds were used for investment and general corporate purposes. Gross principal maturities of notes payable at June 30, 2019 are as follows (in millions): 2019 (remaining) $ 3.4 2020 6.9 2021 156.1 2022 6.1 2023 19.4 Thereafter 10.2 $ 202.1 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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, if any, 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 discrimination, wage and hour and other 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 June 30, 2019 and December 31, 2018 , we had $0.4 million and $0.5 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 in the event of an unfavorable outcome, at present, we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. 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 June 30, 2019 to determine the amount of the obligations. Purchase obligations as of June 30, 2019 are as follows (in millions): 2019 (remaining) $ 87.2 2020 67.4 2021 43.7 2022 4.4 2023 3.0 Thereafter 6.9 Total purchase commitments $ 212.6 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. Due to the July 2018 sale of LifeWorks discussed Note D, the results of Ceridian for the three and six months ended June 30, 2018 have been adjusted to remove the effects of the discontinued operations of LifeWorks as well as to reflect Ceridian's retrospective adoption of ASC Topic 606 and certain other accounting standards. On February 8, 2019, the DNB Acquisition closed. Our chief operating decision maker reviews the full financial results of Dun & Bradstreet for purposes of assessing performance and allocating resources. Accordingly, we consider Dun & Bradstreet a reportable segment and have included the full results of Dun & Bradstreet subsequent to the DNB Acquisition, on a one quarter lag, in the tables below. See below for further discussion of Dun & Bradstreet and our accounting for our related investment. As of and for the three months ended June 30, 2019 : Restaurant Group T-System Ceridian Dun & Bradstreet Corporate and Other Ceridian and Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 266.5 $ — $ — $ — $ — $ — $ 266.5 Other operating revenues — 12.9 196.3 174.1 5.7 (370.4 ) 18.6 Revenues from external customers 266.5 12.9 196.3 174.1 5.7 (370.4 ) 285.1 Interest, investment and other income, including realized gains and losses 2.8 (0.5 ) — — 73.6 — 75.9 Total revenues and other income 269.3 12.4 196.3 174.1 79.3 (370.4 ) 361.0 Depreciation and amortization 9.4 3.4 14.6 80.5 0.5 (95.1 ) 13.3 Interest expense (1.5 ) (1.4 ) (8.5 ) (49.1 ) (2.6 ) 57.6 (5.5 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (11.6 ) (5.0 ) 8.7 (111.6 ) 62.5 102.9 45.9 Income tax (benefit) expense — (1.2 ) 2.4 (30.5 ) 9.7 28.1 8.5 (Loss) earnings, before equity in earnings (losses) of unconsolidated affiliates (11.6 ) (3.8 ) 6.3 (81.1 ) 52.8 74.8 37.4 Equity in earnings (losses) of unconsolidated affiliates — — — — 0.4 (22.8 ) (22.4 ) Net (loss) earnings $ (11.6 ) $ (3.8 ) $ 6.3 $ (81.1 ) $ 53.2 $ 52.0 $ 15.0 Assets $ 636.2 $ 202.9 $ 6,729.3 $ 9,161.0 $ 1,033.3 $ (15,890.3 ) $ 1,872.4 Goodwill 76.5 88.3 1,952.8 2,797.6 — (4,750.4 ) 164.8 As of and for the three months ended June 30, 2018 : Restaurant Group T-System Ceridian Corporate and Other Ceridian Elimination Total (in millions) Restaurant revenues $ 276.2 $ — $ — $ — $ — $ 276.2 Other operating revenues — 14.8 179.0 11.3 (179.0 ) 26.1 Revenues from external customers 276.2 14.8 179.0 11.3 (179.0 ) 302.3 Interest investment and other income, including realized gains and losses 1.4 — — 66.7 — 68.1 Total revenues and other income 277.6 14.8 179.0 78.0 (179.0 ) 370.4 Depreciation and amortization 10.7 3.7 14.2 0.5 (14.2 ) 14.9 Interest expense (3.8 ) (1.5 ) (43.4 ) 5.1 43.4 (0.2 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (5.9 ) (2.6 ) (52.4 ) 8.3 52.4 (0.2 ) Income tax (benefit) expense — (0.5 ) 1.2 3.1 (1.2 ) 2.6 (Loss) earnings before equity in earnings (losses) of unconsolidated affiliates (5.9 ) (2.1 ) (53.6 ) 5.2 53.6 (2.8 ) Equity in earnings (losses) of unconsolidated affiliates — — — 0.1 (19.7 ) (19.6 ) Net (loss) earnings $ (5.9 ) $ (2.1 ) $ (53.6 ) $ 5.3 $ 33.9 $ (22.4 ) Assets $ 477.5 $ 221.9 $ 6,319.7 $ 660.5 $ (6,319.7 ) $ 1,359.9 Goodwill 103.1 98.9 1,942.6 — (1,942.6 ) $ 202.0 As of and for the six months ended June 30, 2019 : Restaurant Group T-System Ceridian Dun & Bradstreet Corporate and Other Ceridian and Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 524.3 $ — $ — $ — $ — $ — $ 524.3 Other operating revenues — 25.1 400.0 174.1 10.2 (574.1 ) 35.3 Revenues from external customers 524.3 25.1 400.0 174.1 10.2 (574.1 ) 559.6 Interest, investment and other income, including realized gains and losses 3.5 (0.5 ) — — 85.5 — 88.5 Total revenues and other income 527.8 24.6 400.0 174.1 95.7 (574.1 ) 648.1 Depreciation and amortization 19.1 6.9 29.0 80.5 1.2 (109.5 ) 27.2 Interest expense (2.5 ) (2.8 ) (17.4 ) (49.1 ) (3.9 ) 66.5 (9.2 ) (Loss) earnings before income taxes and equity in earnings of unconsolidated affiliates (19.7 ) (9.9 ) 25.6 (111.6 ) 69.8 86.0 40.2 Income tax (benefit) expense (0.1 ) (2.4 ) 8.1 (30.5 ) 6.2 22.4 3.7 (Loss) earnings, before equity in earnings (losses) of unconsolidated affiliates (19.6 ) (7.5 ) 17.5 (81.1 ) 63.6 63.6 36.5 Equity in (losses) earnings of unconsolidated affiliates — — — — 0.7 (20.2 ) (19.5 ) Net (loss) earnings $ (19.6 ) $ (7.5 ) $ 17.5 $ (81.1 ) $ 64.3 $ 43.4 $ 17.0 Assets $ 636.2 $ 202.9 $ 6,729.3 $ 9,161.0 $ 1,033.3 $ (15,890.3 ) $ 1,872.4 Goodwill 76.5 88.3 1,952.8 2,797.6 — (4,750.4 ) 164.8 As of and for the six months ended June 30, 2018 : Restaurant Group T-System Ceridian Corporate and Other Ceridian Elimination Total (in millions) Restaurant revenues $ 550.0 $ — $ — $ — $ — $ 550.0 Other operating revenues — 30.2 367.8 14.5 (367.8 ) 44.7 Revenues from external customers 550.0 30.2 367.8 14.5 (367.8 ) 594.7 Interest investment and other income, including realized gains and losses 1.4 — — 68.0 — 69.4 Total revenues and other income 551.4 30.2 367.8 82.5 (367.8 ) 664.1 Depreciation and amortization 21.4 7.3 28.1 0.5 (28.1 ) 29.2 Interest expense (7.5 ) (1.5 ) (65.6 ) 5.8 65.6 (3.2 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (15.2 ) (3.4 ) (44.4 ) 8.7 44.4 (9.9 ) Income tax (benefit) expense — (2.3 ) 7.0 (0.6 ) (7.0 ) (2.9 ) (Loss) earnings before equity in earnings (losses) of unconsolidated affiliates (15.2 ) (1.1 ) (51.4 ) 9.3 51.4 (7.0 ) Equity in earnings (losses) of unconsolidated affiliates 0.1 — — 0.8 (21.6 ) (20.7 ) Net (loss) earnings $ (15.1 ) $ (1.1 ) $ (51.4 ) $ 10.1 $ 29.8 $ (27.7 ) Assets $ 477.5 $ 221.9 $ 6,319.7 $ 660.5 $ (6,319.7 ) $ 1,359.9 Goodwill 103.1 98.9 1,942.6 — (1,942.6 ) $ 202.0 The activities in our segments include the following: • Restaurant Group. This segment consists of the operations of ABRH and 99 Restaurants, in which we have 65.4% and 88.5% ownership interests, respectively. ABRH and its affiliates are the owners and operators of the O'Charley's, Village Inn and Bakers Square food service and restaurant concepts, as well as the Legendary Baking bakery operation. 99 Restaurants and its affiliates are the owners and operators of Ninety Nine Restaurants restaurant concept. • Ceridian . This segment consists of our 21.7% ownership interest in Ceridian. Ceridian, through its operating subsidiary, is a global company that offers a broad range of services and software designed to help employers more effectively manage employment processes, such as payroll, payroll related tax filing, human resource information systems, employee self-service, time and labor management, employee assistance and work-life programs, and recruitment and applicant screening. Ceridian's cloud offering, Dayforce, is a cloud solution that meets HCM needs with one employee record and one user experience throughout the application. Dayforce enables organizations to process payroll, maintain human resources records, manage benefits enrollment, schedule staff, and find and hire personnel, while monitoring compliance throughout the employee life cycle. Our chief operating decision maker reviews the full financial results of Ceridian for purposes of assessing performance and allocating resources. Thus, we consider Ceridian a reportable segment and have included the full financial results of Ceridian in the table above. We account for our investment in Ceridian under the equity method of accounting and therefore its results of operations do not consolidate into ours. Accordingly, we have presented the elimination of Ceridian's results in the Ceridian and Dun & Bradstreet Elimination section of the segment presentation above. • Dun & Bradstreet. This segment consists of our 24.3% ownership interest in Dun & Bradstreet. Dun & Bradstreet helps companies around the world improve their business performance and it gleans insight from data to enable its customers to connect with the prospects, suppliers, clients and partners that matter most to them. Companies of every size rely on Dun & Bradstreet to help them manage risk and reveal opportunity. Dun & Bradstreet's global commercial database as of December 31, 2018 contained more than 300 million business records. Dun & Bradstreet transforms commercial data into valuable insight which is the foundation of its global solutions that customers rely on to make critical business decisions. Dun & Bradstreet provides solution sets that meet a diverse set of customer needs globally. Customers use Risk Management Solutions™ to mitigate credit, compliance and supplier risk, increase cash flow and drive increased profitability. Dun & Bradstreet's Sales & Marketing Solutions™ help customers better use data to grow sales, digitally engage with customers and prospects, improve marketing effectiveness and also for data management capabilities that provide effective and cost efficient marketing solutions to increase revenue from new and existing customers. Our chief operating decision maker reviews the full financial results of Dun & Bradstreet for purposes of assessing performance and allocating resources. Thus, we consider Dun & Bradstreet a reportable segment and have included the full results of Dun & Bradstreet subsequent to the DNB Acquisition in the tables above. We account for Dun & Bradstreet using the equity method of accounting, and therefore its results do not consolidate into ours. Accordingly, we have presented the elimination of Dun & Bradstreet's results in the Ceridian and Dun & Bradstreet Elimination section of the segment presentation above. We account for our proportionate share of equity in Dun & Bradstreet's losses on a one quarter lag. The Company's net earnings and the segment tables above, respectively, for the three and six month periods ended June 30, 2019, include the Company’s equity in Dun & Bradstreet’s losses and complete results of Dun & Bradstreet, respectively, for the period from February 8, 2019 through March 31, 2019. • T-System . This segment consists of the operations of our 97% -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 240 customers at more than 450 customer sites. Additionally, the patented T-Sheet is the industry standard for emergency department documentation, with more than 200 customers at more than 475 customer sites. 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 400 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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities. Six months ended June 30, 2019 2018 (In millions) Cash paid during the period: Interest $ 7.5 $ 1.3 Income taxes 23.5 — Operating leases 31.4 — Non-cash investing and financing activities: Unsettled purchases of investment securities accrued at period end $ — $ 3.5 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Our revenue consists of: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 247.7 $ 258.3 $ 493.0 $ 517.5 Bakery sales Restaurant Group 17.4 16.3 28.4 29.5 Franchise and other Restaurant Group 1.4 1.6 2.9 3.0 Total restaurant revenue 266.5 276.2 524.3 550.0 Other operating revenue: T-System, point-in-time T-System 4.9 5.9 9.7 12.6 T-System, over time T-System 8.0 8.9 15.4 17.6 Real estate and resort Corporate and other 5.7 5.4 10.1 8.3 Other Corporate and other — 5.9 0.1 6.2 Total other operating revenue 18.6 26.1 35.3 44.7 Total operating revenues $ 285.1 $ 302.3 $ 559.6 $ 594.7 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, 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 and control transfers 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's contracts with customers typically do not include variable consideration such as right of return or refund or other form of incentives or considerations payable to customers. 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 monthly fee which may vary based on the volume of services provided. Revenue for RevCycle+, including implementation and upfront training of customer personnel, is recognized ratably over the term of the contract as services are consumed by the customer. 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 when the software is made available to the customer. EV contracts with customers can include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations such as software licenses, implementation services, third party interface licenses or subscriptions, hardware, and maintenance (software updates and technical support services). T-System sells software licenses through recurring fixed-term or subscription fee arrangements and one-time perpetual license arrangements (perpetual licenses), and as software as a service solution (cloud solutions). EV term license and perpetual license 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 time after access to the template has been delivered to the customer. EV software as a service contracts typically include one stand ready performance obligation to provide subscription services which are satisfied over time. Judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud service and recognized over time. Judgment is required to determine the standalone selling price ("SSP") for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include our pricing strategy and other observable inputs. T-System typically bills its customers on a monthly or other frequent periodic basis in accordance with the underlying contracts with its customers. We have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers. Revenue is recognized net of any taxes collected from customers. 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: June 30, December 31, 2019 2018 (In millions) Trade receivables, billed (1) $ 25.7 $ 40.3 Unbilled accounts receivable, current (1) 7.4 9.5 Unbilled accounts receivable, long term (2) 10.6 10.6 Deferred revenue (contract liabilities) 25.5 31.7 (1) Included in Trade receivables on the Condensed Consolidated Balance Sheets (2) Included in Other noncurrent assets on the Condensed Consolidated Balance Sheets Unbilled accounts receivable is recorded primarily for our T-System EV and RevCycle+ revenue related to software, licenses, license implementation (including upfront training) and other performance obligations which are recognized in revenue at a point-in-time upon satisfaction of performance obligations, but collected in cash ratably over the term of the underlying contract. Deferred revenue is recorded primarily for restaurant gift card sales and certain T-System revenue. The unrecognized portion of such revenue is recorded as Deferred revenue in the Condensed Consolidated Balance Sheets. Revenue of $8.9 million and $22.3 million was recognized in the three and six months ended June 30, 2019 , respectively, that was included in Deferred revenue at the beginning of the period. There was no impairment related to contract balances. As of June 30, 2019 , revenue estimated to be recognized in the future from the Company’s remaining unfulfilled performance obligations is not material. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company, in the normal course of business, engages in certain activities that involve variable interest entities ("VIEs"), which are legal entities in which the equity investors as a group lack any of the characteristics of a controlling interest. The primary beneficiary of a VIE is generally the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The Company evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the periods ended June 30, 2019 and December 31, 2018 we are not the primary beneficiary of any VIEs. Unconsolidated VIEs The table below summarizes select information related to variable interests held by the Company as of June 30, 2019 and December 31, 2018 , of which we are not the primary beneficiary: June 30, 2019 December 31, 2018 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 504.9 $ 504.9 $ 9.2 $ 9.2 Investments in Unconsolidated Affiliates |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2018 . Following the split-off of the former portfolio company investments by Fidelity National Financial, Inc. ("FNF"), and subsequent contribution to us (the "FNF Split-Off"), the Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the Corporate Services Agreement ("CSA"), dated as of November 17, 2017, by and between the Company and FNF 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. FNF is considered a related party to the Company. 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 Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Condensed Consolidated Balance Sheets in each period. |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("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. In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842): Targeted Improvements which allows entities the option to adopt this standard by recording a cumulative-effect adjustment to opening equity, if necessary, and only include required disclosures for prior periods. We adopted Topic 842 on January 1, 2019 using a modified retrospective approach prescribed by ASU 2018-11 and recorded an operating lease right-of-use asset (Lease assets) of $246.0 million and an operating lease liability for future discounted lease payment obligations (Lease liabilities) of $279.4 million at the date of adoption. The other material impacts of the adoption of Topic 842 also resulted in a decrease of $9.1 million and $42.3 million to our Other intangible assets, net and Accounts payable and accrued liabilities, respectively. We elected to apply the following package of practical expedients on a consistent basis permitting entities not to reassess: (i) whether any expired or existing contracts are or contain a lease; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. See Note B. Leases for further discussion of our leasing arrangements and related accounting. 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 expect to early adopt the standard. |
Revenue Recognition | Unbilled accounts receivable is recorded primarily for our T-System EV and RevCycle+ revenue related to software, licenses, license implementation (including upfront training) and other performance obligations which are recognized in revenue at a point-in-time upon satisfaction of performance obligations, but collected in cash ratably over the term of the underlying contract. 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, 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 and control transfers 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's contracts with customers typically do not include variable consideration such as right of return or refund or other form of incentives or considerations payable to customers. 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 monthly fee which may vary based on the volume of services provided. Revenue for RevCycle+, including implementation and upfront training of customer personnel, is recognized ratably over the term of the contract as services are consumed by the customer. 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 when the software is made available to the customer. EV contracts with customers can include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations such as software licenses, implementation services, third party interface licenses or subscriptions, hardware, and maintenance (software updates and technical support services). T-System sells software licenses through recurring fixed-term or subscription fee arrangements and one-time perpetual license arrangements (perpetual licenses), and as software as a service solution (cloud solutions). EV term license and perpetual license 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 time after access to the template has been delivered to the customer. EV software as a service contracts typically include one stand ready performance obligation to provide subscription services which are satisfied over time. Judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud service and recognized over time. Judgment is required to determine the standalone selling price ("SSP") for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include our pricing strategy and other observable inputs. T-System typically bills its customers on a monthly or other frequent periodic basis in accordance with the underlying contracts with its customers. We have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers. Revenue is recognized net of any taxes collected from customers. 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. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Operating Lease Cost | Our operating lease costs for the three and six months ended June 30, 2019 consist of: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Lease Cost Classification (in millions) Operating lease cost Cost of restaurant revenue $ 13.7 $ 28.3 Other operating expense $ 0.2 $ 0.3 Total operating lease cost $ 13.9 $ 28.6 |
Future Undiscounted Payments Under Operating Lease Arrangements Under ASC Topic 842 | Future payments under operating lease arrangements accounted for under ASC Topic 842 are as follows (in millions): 2019 (remaining) $ 30.7 2020 59.3 2021 53.0 2022 41.9 2023 35.1 Thereafter 137.4 Total lease payments, undiscounted $ 357.4 Less: discount 96.4 Total operating lease liability as of June 30, 2019, at present value $ 261.0 Less: operating lease liability as of June 30, 2019, current 43.0 Operating lease liability as of June 30, 2019, long term $ 218.0 |
Future Payments Under Operating Lease Arrangements Under ASC Topic 840 | Future payments under operating lease arrangements accounted for under ASC Topic 840 as of December 31, 2018 are as follows (in millions): 2019 $ 62.0 2020 57.7 2021 51.3 2022 40.7 2023 34.1 Thereafter 133.2 Total future minimum operating lease payments $ 379.0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured at Fair Value on a 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 June 30, 2019 and December 31, 2018 , respectively: June 30, 2019 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 17.7 $ 17.7 Total $ — $ — $ 17.7 $ 17.7 December 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 17.8 $ 17.8 Total $ — $ — $ 17.8 $ 17.8 |
Summary of Changes in the Fair Values of Level 3 Assets Measured on a Recurring Basis | 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 and six months ended June 30, 2019 and 2018 (in millions). Three months ended June 30, 2019 Three months ended June 30, 2018 Corporate debt Corporate debt securities securities Fair value, beginning of period $ 17.5 $ 21.4 Paid-in-kind dividends (1) 0.1 0.1 Accretion of original purchase discount (1) — 0.2 Net valuation gain (loss) included in other comprehensive earnings (2) 0.1 (0.1 ) Fair value, end of period $ 17.7 $ 21.6 Six months ended June 30, 2019 Six months ended June 30, 2018 Corporate debt Corporate debt securities securities Fair value, beginning of period $ 17.8 $ — Transfers from Level 2 — 21.4 Paid-in-kind dividends (1) 0.1 0.1 Accretion of original purchase discount (1) — 0.2 Impairment (1) (0.4 ) — Net valuation gain (loss) included in other comprehensive earnings (2) 0.2 (0.1 ) Fair value, end of period $ 17.7 $ 21.6 _____________________________________ (1) Included in Interest, investment and other income on the Condensed Consolidated Statements of Operations (2) Included in Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Condensed Consolidated Statements of Comprehensive Earnings |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 17.7 $ 19.0 $ 0.6 $ (1.9 ) $ 17.7 Total $ 17.7 $ 19.0 $ 0.6 $ (1.9 ) $ 17.7 December 31, 2018 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 17.8 $ 18.8 $ 0.9 $ (1.9 ) $ 17.8 Total $ 17.8 $ 18.8 $ 0.9 $ (1.9 ) $ 17.8 |
Schedule of Investment Securities in a Continuous Unrealized Loss Position | Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2019 and December 31, 2018 were as follows (in millions): June 30, 2019 12 Months or Longer Fair Unrealized Value Losses Corporate debt securities $ 10.1 $ (1.9 ) Total temporarily impaired securities $ 10.1 $ (1.9 ) December 31, 2018 Less than 12 Months Fair Unrealized Value Losses Corporate debt securities $ 10.4 $ (1.9 ) Total temporarily impaired securities $ 10.4 $ (1.9 ) |
Schedule of Investments and Equity in Earnings of Unconsolidated Affiliates | Equity in earnings (losses) of unconsolidated affiliates for the three and six months ended June 30, 2019 and June 30, 2018 consisted of the following (in millions): Three months ended June 30, 2019 Three months ended June 30, 2018 Six months ended June 30, 2019 Six months ended June 30, 2018 Ceridian $ 1.4 $ (19.7 ) $ 4.0 $ (21.6 ) Dun & Bradstreet (defined below) (24.2 ) — (24.2 ) — Other 0.4 0.1 0.7 0.9 Total $ (22.4 ) $ (19.6 ) $ (19.5 ) $ (20.7 ) Investments in unconsolidated affiliates recorded using the equity method of accounting as of June 30, 2019 and December 31, 2018 consisted of the following (in millions): Ownership at June 30, 2019 June 30, December 31, Ceridian 21.7 % $ 380.5 $ 359.7 Dun & Bradstreet (defined below) 24.3 % 497.5 — Other various 35.3 37.5 Total $ 913.3 $ 397.2 |
Summarized Financial Information For Equity Method Investment | Summarized financial information for Dun & Bradstreet for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. We report our equity in earnings or loss of Dun & Bradstreet on a one quarter lag. Accordingly, our net earnings for the three and six month periods ended June 30, 2019, include the Company’s equity in Dun & Bradstreet’s losses for the period from February 8, 2019 through March 31, 2019. March 31, (In millions) Total current assets $ 420.7 Goodwill and other intangible assets, net 8,285.7 Other assets 454.6 Total assets $ 9,161.0 Current liabilities $ 778.0 Long-term debt 3,821.0 Other non-current liabilities 1,636.5 Total liabilities 6,235.5 Preferred equity 1,028.4 Partner's capital 1,897.1 Total liabilities and equity $ 9,161.0 Period from February 8, 2019 to March 31, 2019 (In millions) Total revenues $ 174.1 Loss before income taxes (111.6 ) Net loss (81.1 ) Dividends attributable to preferred stock and noncontrolling interest expense (18.3 ) Net loss attributable to Dun & Bradstreet (99.4 ) Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. LifeWorks Corporation Ltd. ("LifeWorks"), a former subsidiary of Ceridian, was distributed pro-rata to Ceridian shareholders contemporaneously with Ceridian's initial public offering in April 2018. On July 27, 2018, LifeWorks was sold. The results of Ceridian for the three and six months ended June 30, 2018 have been adjusted to remove the effects of the discontinued operations of LifeWorks as well as to reflect Ceridian's retrospective adoption of ASC Topic 606 and certain other accounting standards. June 30, December 31, (In millions) Total current assets before customer funds $ 365.1 $ 330.6 Customer funds 3,986.7 2,603.5 Goodwill and other intangible assets, net 2,132.7 2,114.9 Other assets 244.8 198.8 Total assets $ 6,729.3 $ 5,247.8 Current liabilities before customer obligations $ 129.8 $ 149.9 Customer obligations 3,963.5 2,619.7 Long-term obligations, less current portion 660.7 663.5 Other long-term liabilities 218.2 199.2 Total liabilities 4,972.2 3,632.3 Equity 1,757.1 1,615.5 Total liabilities and equity $ 6,729.3 $ 5,247.8 Three months ended June 30, 2019 Three months ended June 30, 2018 Six months ended June 30, 2019 Six months ended June 30, 2018 (In millions) (In millions) Total revenues $ 196.3 $ 179.0 $ 400.0 $ 367.8 Earnings (loss) before income taxes 8.7 (52.4 ) 25.6 (44.4 ) Earnings (loss) before discontinued operations 6.3 (53.6 ) 17.5 (51.4 ) Net earnings (loss) attributable to Ceridian 6.3 (63.3 ) 17.5 (62.7 ) |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: June 30, December 31, (In millions) Bakery inventory: Raw materials $ 6.3 $ 6.8 Semi-finished and finished goods 16.2 5.6 Packaging 1.7 2.4 Obsolescence reserve (1.0 ) (3.0 ) Total bakery inventory 23.2 11.8 Other restaurant-related inventory 9.0 10.3 Other 0.3 0.2 Total inventory $ 32.5 $ 22.3 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: June 30, December 31, (In millions) 99 Term Loan $ 33.7 $ 36.1 99 Revolver 3.0 — 99 DLOC Loan — — Margin Facility 150.0 — Brasada Interstate Loans 11.7 11.7 Other 2.7 0.3 Notes payable, total $ 201.1 $ 48.1 Less: Notes payable, current 5.9 5.9 Notes payable, long term $ 195.2 $ 42.2 |
Gross Principal Maturities of Notes Payable | Gross principal maturities of notes payable at June 30, 2019 are as follows (in millions): 2019 (remaining) $ 3.4 2020 6.9 2021 156.1 2022 6.1 2023 19.4 Thereafter 10.2 $ 202.1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligations | Purchase obligations as of June 30, 2019 are as follows (in millions): 2019 (remaining) $ 87.2 2020 67.4 2021 43.7 2022 4.4 2023 3.0 Thereafter 6.9 Total purchase commitments $ 212.6 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | Summarized financial information concerning our reportable segments is shown in the following tables. Due to the July 2018 sale of LifeWorks discussed Note D, the results of Ceridian for the three and six months ended June 30, 2018 have been adjusted to remove the effects of the discontinued operations of LifeWorks as well as to reflect Ceridian's retrospective adoption of ASC Topic 606 and certain other accounting standards. On February 8, 2019, the DNB Acquisition closed. Our chief operating decision maker reviews the full financial results of Dun & Bradstreet for purposes of assessing performance and allocating resources. Accordingly, we consider Dun & Bradstreet a reportable segment and have included the full results of Dun & Bradstreet subsequent to the DNB Acquisition, on a one quarter lag, in the tables below. See below for further discussion of Dun & Bradstreet and our accounting for our related investment. As of and for the three months ended June 30, 2019 : Restaurant Group T-System Ceridian Dun & Bradstreet Corporate and Other Ceridian and Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 266.5 $ — $ — $ — $ — $ — $ 266.5 Other operating revenues — 12.9 196.3 174.1 5.7 (370.4 ) 18.6 Revenues from external customers 266.5 12.9 196.3 174.1 5.7 (370.4 ) 285.1 Interest, investment and other income, including realized gains and losses 2.8 (0.5 ) — — 73.6 — 75.9 Total revenues and other income 269.3 12.4 196.3 174.1 79.3 (370.4 ) 361.0 Depreciation and amortization 9.4 3.4 14.6 80.5 0.5 (95.1 ) 13.3 Interest expense (1.5 ) (1.4 ) (8.5 ) (49.1 ) (2.6 ) 57.6 (5.5 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (11.6 ) (5.0 ) 8.7 (111.6 ) 62.5 102.9 45.9 Income tax (benefit) expense — (1.2 ) 2.4 (30.5 ) 9.7 28.1 8.5 (Loss) earnings, before equity in earnings (losses) of unconsolidated affiliates (11.6 ) (3.8 ) 6.3 (81.1 ) 52.8 74.8 37.4 Equity in earnings (losses) of unconsolidated affiliates — — — — 0.4 (22.8 ) (22.4 ) Net (loss) earnings $ (11.6 ) $ (3.8 ) $ 6.3 $ (81.1 ) $ 53.2 $ 52.0 $ 15.0 Assets $ 636.2 $ 202.9 $ 6,729.3 $ 9,161.0 $ 1,033.3 $ (15,890.3 ) $ 1,872.4 Goodwill 76.5 88.3 1,952.8 2,797.6 — (4,750.4 ) 164.8 As of and for the three months ended June 30, 2018 : Restaurant Group T-System Ceridian Corporate and Other Ceridian Elimination Total (in millions) Restaurant revenues $ 276.2 $ — $ — $ — $ — $ 276.2 Other operating revenues — 14.8 179.0 11.3 (179.0 ) 26.1 Revenues from external customers 276.2 14.8 179.0 11.3 (179.0 ) 302.3 Interest investment and other income, including realized gains and losses 1.4 — — 66.7 — 68.1 Total revenues and other income 277.6 14.8 179.0 78.0 (179.0 ) 370.4 Depreciation and amortization 10.7 3.7 14.2 0.5 (14.2 ) 14.9 Interest expense (3.8 ) (1.5 ) (43.4 ) 5.1 43.4 (0.2 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (5.9 ) (2.6 ) (52.4 ) 8.3 52.4 (0.2 ) Income tax (benefit) expense — (0.5 ) 1.2 3.1 (1.2 ) 2.6 (Loss) earnings before equity in earnings (losses) of unconsolidated affiliates (5.9 ) (2.1 ) (53.6 ) 5.2 53.6 (2.8 ) Equity in earnings (losses) of unconsolidated affiliates — — — 0.1 (19.7 ) (19.6 ) Net (loss) earnings $ (5.9 ) $ (2.1 ) $ (53.6 ) $ 5.3 $ 33.9 $ (22.4 ) Assets $ 477.5 $ 221.9 $ 6,319.7 $ 660.5 $ (6,319.7 ) $ 1,359.9 Goodwill 103.1 98.9 1,942.6 — (1,942.6 ) $ 202.0 As of and for the six months ended June 30, 2019 : Restaurant Group T-System Ceridian Dun & Bradstreet Corporate and Other Ceridian and Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 524.3 $ — $ — $ — $ — $ — $ 524.3 Other operating revenues — 25.1 400.0 174.1 10.2 (574.1 ) 35.3 Revenues from external customers 524.3 25.1 400.0 174.1 10.2 (574.1 ) 559.6 Interest, investment and other income, including realized gains and losses 3.5 (0.5 ) — — 85.5 — 88.5 Total revenues and other income 527.8 24.6 400.0 174.1 95.7 (574.1 ) 648.1 Depreciation and amortization 19.1 6.9 29.0 80.5 1.2 (109.5 ) 27.2 Interest expense (2.5 ) (2.8 ) (17.4 ) (49.1 ) (3.9 ) 66.5 (9.2 ) (Loss) earnings before income taxes and equity in earnings of unconsolidated affiliates (19.7 ) (9.9 ) 25.6 (111.6 ) 69.8 86.0 40.2 Income tax (benefit) expense (0.1 ) (2.4 ) 8.1 (30.5 ) 6.2 22.4 3.7 (Loss) earnings, before equity in earnings (losses) of unconsolidated affiliates (19.6 ) (7.5 ) 17.5 (81.1 ) 63.6 63.6 36.5 Equity in (losses) earnings of unconsolidated affiliates — — — — 0.7 (20.2 ) (19.5 ) Net (loss) earnings $ (19.6 ) $ (7.5 ) $ 17.5 $ (81.1 ) $ 64.3 $ 43.4 $ 17.0 Assets $ 636.2 $ 202.9 $ 6,729.3 $ 9,161.0 $ 1,033.3 $ (15,890.3 ) $ 1,872.4 Goodwill 76.5 88.3 1,952.8 2,797.6 — (4,750.4 ) 164.8 As of and for the six months ended June 30, 2018 : Restaurant Group T-System Ceridian Corporate and Other Ceridian Elimination Total (in millions) Restaurant revenues $ 550.0 $ — $ — $ — $ — $ 550.0 Other operating revenues — 30.2 367.8 14.5 (367.8 ) 44.7 Revenues from external customers 550.0 30.2 367.8 14.5 (367.8 ) 594.7 Interest investment and other income, including realized gains and losses 1.4 — — 68.0 — 69.4 Total revenues and other income 551.4 30.2 367.8 82.5 (367.8 ) 664.1 Depreciation and amortization 21.4 7.3 28.1 0.5 (28.1 ) 29.2 Interest expense (7.5 ) (1.5 ) (65.6 ) 5.8 65.6 (3.2 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (15.2 ) (3.4 ) (44.4 ) 8.7 44.4 (9.9 ) Income tax (benefit) expense — (2.3 ) 7.0 (0.6 ) (7.0 ) (2.9 ) (Loss) earnings before equity in earnings (losses) of unconsolidated affiliates (15.2 ) (1.1 ) (51.4 ) 9.3 51.4 (7.0 ) Equity in earnings (losses) of unconsolidated affiliates 0.1 — — 0.8 (21.6 ) (20.7 ) Net (loss) earnings $ (15.1 ) $ (1.1 ) $ (51.4 ) $ 10.1 $ 29.8 $ (27.7 ) Assets $ 477.5 $ 221.9 $ 6,319.7 $ 660.5 $ (6,319.7 ) $ 1,359.9 Goodwill 103.1 98.9 1,942.6 — (1,942.6 ) $ 202.0 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow information | The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities. Six months ended June 30, 2019 2018 (In millions) Cash paid during the period: Interest $ 7.5 $ 1.3 Income taxes 23.5 — Operating leases 31.4 — Non-cash investing and financing activities: Unsettled purchases of investment securities accrued at period end $ — $ 3.5 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 247.7 $ 258.3 $ 493.0 $ 517.5 Bakery sales Restaurant Group 17.4 16.3 28.4 29.5 Franchise and other Restaurant Group 1.4 1.6 2.9 3.0 Total restaurant revenue 266.5 276.2 524.3 550.0 Other operating revenue: T-System, point-in-time T-System 4.9 5.9 9.7 12.6 T-System, over time T-System 8.0 8.9 15.4 17.6 Real estate and resort Corporate and other 5.7 5.4 10.1 8.3 Other Corporate and other — 5.9 0.1 6.2 Total other operating revenue 18.6 26.1 35.3 44.7 Total operating revenues $ 285.1 $ 302.3 $ 559.6 $ 594.7 |
Contract Balances, Information About Receivables and Deferred Revenue | The following table provides information about receivables and deferred revenue: June 30, December 31, 2019 2018 (In millions) Trade receivables, billed (1) $ 25.7 $ 40.3 Unbilled accounts receivable, current (1) 7.4 9.5 Unbilled accounts receivable, long term (2) 10.6 10.6 Deferred revenue (contract liabilities) 25.5 31.7 (1) Included in Trade receivables on the Condensed Consolidated Balance Sheets (2) Included in Other noncurrent assets on the Condensed Consolidated Balance Sheets |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The table below summarizes select information related to variable interests held by the Company as of June 30, 2019 and December 31, 2018 , of which we are not the primary beneficiary: June 30, 2019 December 31, 2018 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 504.9 $ 504.9 $ 9.2 $ 9.2 |
Basis of Financial Statements -
Basis of Financial Statements - Description of the Business (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net asset value | $ 1,252.4 | $ 1,226 | $ 1,199.7 | $ 1,168.2 | $ 1,146.8 | $ 1,153.1 |
Basis of Financial Statements_2
Basis of Financial Statements - Recent Developments (Details) $ / shares in Units, shares in Millions, $ in Millions | Jul. 23, 2019USD ($) | May 22, 2019USD ($)$ / sharesshares | Mar. 21, 2019USD ($) | Jun. 30, 2019USD ($)stores | Jun. 30, 2019USD ($)stores | Jun. 30, 2019USD ($)stores | Jun. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Apr. 30, 2019 | Mar. 31, 2019USD ($) | Feb. 08, 2019USD ($) | Dec. 31, 2018USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Additional investment | $ 526.2 | $ 0 | ||||||||||
Reclass from property and equipment, net | $ (160.4) | $ (160.4) | (160.4) | $ (176.4) | ||||||||
Proceeds from sale of corporate office | 13.2 | 0 | ||||||||||
Proceeds from sale of corporate offices and stores | 11.4 | $ 3.2 | ||||||||||
Investment in partnership | 913.3 | 913.3 | 913.3 | 397.2 | ||||||||
ABRH | Restatement Adjustment | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Reclass from property and equipment, net | $ (2.4) | $ (2.4) | $ (2.4) | |||||||||
ABRH | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from sale of corporate office | $ 13.2 | |||||||||||
Lease term | 15 years | |||||||||||
Liability for finance obligation | $ 13.2 | |||||||||||
Number of stores sold | stores | 2 | 2 | 2 | |||||||||
Proceeds from sale of corporate offices and stores | $ 8.5 | |||||||||||
ABRH | Disposal Group, Held-for-sale, Not Discontinued Operations | Restatement Adjustment | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Real estate assets held for sale | $ 2.4 | 2.4 | $ 2.4 | |||||||||
Reclass from property and equipment, net | $ 4.3 | |||||||||||
ABRH | Disposal Group, Held-for-sale, Not Discontinued Operations | Prepaid Expenses and Other Current Assets | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Real estate assets held for sale | (7) | $ (7) | $ (7) | |||||||||
Dun And Bradstreet Corporation | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Additional investment | $ 23.5 | |||||||||||
Ownership (as a percent) | 24.30% | 24.30% | 24.30% | 24.30% | ||||||||
Investment in partnership | $ 497.5 | $ 497.5 | $ 497.5 | 0 | ||||||||
Dun And Bradstreet Corporation | Dun And Bradstreet Corporation | Equity Commitment to Purchase, Retained And Funded | Cannae | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Investment commitment | $ 505.6 | |||||||||||
Ceridian | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Ownership (as a percent) | 21.70% | 21.70% | 21.70% | |||||||||
Investment in partnership | $ 380.5 | $ 380.5 | $ 380.5 | $ 359.7 | ||||||||
Ceridian | Underwritten Secondary Public Offering | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of stock (in shares) | shares | 2 | |||||||||||
Sale of stock, price per share received (usd per share) | $ / shares | $ 50.50 | |||||||||||
Sale of stock, discounted price per share (usd per share) | $ / shares | $ 50.25 | |||||||||||
Proceeds from sale of stock | $ 100.5 | |||||||||||
Gain on sale of stock | 71.1 | |||||||||||
Losses on sale of stock | 4.2 | |||||||||||
Sale of stock, tax benefit | $ 1.1 | |||||||||||
QOMPLX, Inc. | Subsequent Event | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Additional investment | $ 15 | |||||||||||
Ownership (as a percent) | 19.90% | |||||||||||
Investment in partnership | $ 79 | |||||||||||
Forecast | QOMPLX, Inc. | Equity Investment, Funding | Subsequent Event | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Additional investment | $ 15 |
Basis of Financial Statements_3
Basis of Financial Statements - Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Antidilutive shares excluded from calculation of diluted earnings per share (in shares) | 0 | 100,000 | 0 | 100,000 |
Basis of Financial Statements_4
Basis of Financial Statements - Income Tax (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Effective tax rate | 18.50% | (1300.00%) | 9.20% | 29.30% |
Basis of Financial Statements_5
Basis of Financial Statements - Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease, right-of-use asset | $ 228.4 | $ 0 | |
Operating lease liability | $ 261 | ||
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease, right-of-use asset | $ 246 | ||
Operating lease liability | 279.4 | ||
Prepaid expense and other assets | 9.1 | ||
Accounts payable and accrued liabilities | $ 42.3 |
Basis of Financial Statements_6
Basis of Financial Statements - Revision of Prior Period Financial Statements (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | Jan. 01, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Adjustment for cumulative effect of adoption of accounting standard | $ 15.5 | ||||||
Depreciation and amortization | $ (27.3) | $ (29.2) | |||||
Income tax expense (benefit) | $ (8.5) | $ (2.6) | (3.7) | 2.9 | |||
Net earnings (loss) | 15 | (22.4) | 17 | (27.7) | |||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | 4.1 | 16.7 | 4.7 | 16.7 | |||
Comprehensive loss | 24.5 | (6.2) | 33.1 | (16.1) | |||
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | 29 | (3.6) | 40.7 | (9.3) | |||
Previously Reported | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | (16.7) | (16.7) | |||||
Comprehensive loss | 16.7 | 16.7 | |||||
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | 16.7 | 16.7 | |||||
Retained Earnings | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Adjustment for cumulative effect of adoption of accounting standard | $ 20.5 | ||||||
Net earnings (loss) | $ 19.5 | (19.8) | $ 24.6 | (20.9) | |||
Decrease To other operating revenue | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Other operating revenue | 1.6 | 3.1 | |||||
Decrease to depreciation and amortization | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Depreciation and amortization | 0.4 | 1 | |||||
Increase to income tax benefit | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Income tax expense (benefit) | 0.2 | 1.7 | |||||
Increase To Net Loss And Net Loss Attributable to Cannae | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Net earnings (loss) | $ 1 | $ 0.4 | |||||
Increase To Net Loss Per Share | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Net loss per share (in usd per share) | $ 0.02 | $ 0.01 | $ 0.01 | ||||
Increase To Reclassification Adjustment, Unrealized Gains And Losses On Unconsolidated Affiliates, Net of Tax | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | $ 16.7 | $ (16.7) | |||||
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | 16.7 | ||||||
Decrease In Comprehensive Loss | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Comprehensive loss | 16.7 | 16.7 | |||||
Increase In Comprehensive Earnings Attributable To Cannae Holdings, Inc. | Restatement Adjustment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | 16.7 | 16.7 | |||||
ASU 2014-09 | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Adjustment for cumulative effect of adoption of accounting standard | $ 1.9 | ||||||
ASU 2014-09 | Retained Earnings | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Adjustment for cumulative effect of adoption of accounting standard | $ 1.9 | ||||||
ASU 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Retained Earnings | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Adjustment for cumulative effect of adoption of accounting standard | 1.9 | 1.9 | $ 4.3 | ||||
T-System | ASU 2014-09 | Adjustments for error corrections to prior interim periods of current year | Retained Earnings | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Decrease in cumulative effect of adoption of ASC Topic 606 | $ 2.4 | $ 2.4 |
Leases - Narrative (Details)
Leases - Narrative (Details) - renew | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 12 years | |
Weighted average remaining lease term for operating leases | 8 years | |
Number of options to renew (or more) | 1 | |
Weighted average discount rate | 7.76% | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term | 19 years | |
Lease renewal term (not to exceed) | 20 years |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Operating lease cost | ||
Total operating lease cost | $ 13.9 | $ 28.6 |
Cost of restaurant revenue | ||
Operating lease cost | ||
Operating lease cost | 13.7 | 28.3 |
Other operating expense | ||
Operating lease cost | ||
Operating lease cost | $ 0.2 | $ 0.3 |
Leases - Future Undiscounted Pa
Leases - Future Undiscounted Payments Under Operating Lease Arrangements Under ASC Topic 842 (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 (remaining) | $ 30.7 | |
2020 | 59.3 | |
2021 | 53 | |
2022 | 41.9 | |
2023 | 35.1 | |
Thereafter | 137.4 | |
Total lease payments, undiscounted | 357.4 | |
Less: discount | 96.4 | |
Total operating lease liability as of June 30, 2019, at present value | 261 | |
Less: operating lease liability as of June 30, 2019, current | 43 | $ 0 |
Operating lease liability as of June 30, 2019, long term | $ 218 | $ 0 |
Leases - Future Payments Under
Leases - Future Payments Under Operating Lease Arrangements Under ASC Topic 840 (Details) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 62 |
2020 | 57.7 |
2021 | 51.3 |
2022 | 40.7 |
2023 | 34.1 |
Thereafter | 133.2 |
Total future minimum operating lease payments | $ 379 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Millions | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Fixed-maturity securities available for sale: | ||
Corporate debt securities | $ 17.7 | $ 17.8 |
Total | 17.7 | 17.8 |
Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 17.7 | 17.8 |
Level 1 | ||
Fixed-maturity securities available for sale: | ||
Total | 0 | 0 |
Level 1 | Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 0 | 0 |
Level 2 | ||
Fixed-maturity securities available for sale: | ||
Total | 0 | 0 |
Level 2 | Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 0 | 0 |
Level 3 | ||
Fixed-maturity securities available for sale: | ||
Total | $ 17.7 | 17.8 |
Level 3 | Discount Rate | Minimum | ||
Fixed-maturity securities available for sale: | ||
Discount rate | 0.158 | |
Level 3 | Discount Rate | Maximum | ||
Fixed-maturity securities available for sale: | ||
Discount rate | 0.170 | |
Level 3 | Discount Rate | Weighted Average | ||
Fixed-maturity securities available for sale: | ||
Discount rate | 0.170 | |
Level 3 | Corporate debt securities | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | $ 17.7 | $ 17.8 |
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 ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Impairment | $ (0.4) | |||
Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Paid-in-kind dividends | $ 0.1 | $ 0.1 | 0.1 | $ 0.1 |
Accretion of original purchase discount | 0 | 0.2 | 0 | 0.2 |
Net valuation gain (loss) included in other comprehensive earnings (2) | 0.1 | (0.1) | 0.2 | (0.1) |
Level 3 | Corporate debt securities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair Value, beginning of period | 17.5 | 21.4 | 17.8 | 0 |
Transfers from Level 2 | 0 | 21.4 | ||
Impairment | (0.4) | 0 | ||
Fair Value, end of period | $ 17.7 | $ 21.6 | $ 17.7 | $ 21.6 |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amounts and Fair Values of Available for Sale Securities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Fixed maturity securities available for sale: | ||
Cost Basis | $ 19 | $ 18.8 |
Unrealized Gains | 0.6 | 0.9 |
Unrealized Losses | (1.9) | (1.9) |
Fair Value | 17.7 | 17.8 |
Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Cost Basis | 19 | 18.8 |
Unrealized Gains | 0.6 | 0.9 |
Unrealized Losses | (1.9) | (1.9) |
Fair Value | 17.7 | 17.8 |
Carrying Value | ||
Fixed maturity securities available for sale: | ||
Fair Value | 17.7 | 17.8 |
Carrying Value | Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Fair Value | $ 17.7 | $ 17.8 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||
Other-than-temporary impairment impairment charges related to corporate debt securities | $ 400,000 | ||
Other-than-temporary impairment charges relating to securities available for sale | $ 0 | $ 0 | |
Proceeds from sale of equity securities | 17,700,000 | ||
Realized gains related to the sales of equity securities available for sale (less than for 2018) | $ 100,000 | ||
Ceridian | |||
Debt Securities, Available-for-sale [Line Items] | |||
Aggregate value of ownership of common stock | 1,500,000,000 | ||
Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Debt securities held with previously recognized other than temporary impairment | $ 2,000,000 | ||
Minimum | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fixed maturity securities, term | 1 year | ||
Maximum | |||
Debt Securities, Available-for-sale [Line Items] | |||
Fixed maturity securities, term | 5 years |
Investments - Schedule of Inves
Investments - Schedule of Investment Securities in a Continuous Unrealized Loss Position (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value | ||
12 Months or Longer | $ 10.1 | $ 10.4 |
Total unrealized loss position | 10.1 | 10.4 |
Unrealized Losses | ||
12 Months or Longer | (1.9) | (1.9) |
Total accumulated unrealized loss position | $ 1.9 | $ 1.9 |
Investments - Schedule of Inv_2
Investments - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Apr. 30, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Investments in unconsolidated affiliates | $ 913.3 | $ 913.3 | $ 397.2 | |||
Equity in earnings (losses) of unconsolidated affiliates | $ (22.4) | $ (19.6) | $ (19.5) | $ (20.7) | ||
Ceridian | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 21.70% | 21.70% | ||||
Investments in unconsolidated affiliates | $ 380.5 | $ 380.5 | 359.7 | |||
Equity in earnings (losses) of unconsolidated affiliates | $ 1.4 | (19.7) | $ 4 | (21.6) | ||
Dun And Bradstreet Corporation | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 24.30% | 24.30% | 24.30% | |||
Investments in unconsolidated affiliates | $ 497.5 | $ 497.5 | 0 | |||
Equity in earnings (losses) of unconsolidated affiliates | (24.2) | 0 | (24.2) | 0 | ||
Other | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Investments in unconsolidated affiliates | 35.3 | 35.3 | $ 37.5 | |||
Equity in earnings (losses) of unconsolidated affiliates | $ 0.4 | $ 0.1 | $ 0.7 | $ 0.9 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information for Ceridian (Details) - Ceridian - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Condensed Combined Balance Sheets | |||||
Total current assets before customer funds | $ 365.1 | $ 365.1 | $ 330.6 | ||
Customer funds | 3,986.7 | 3,986.7 | 2,603.5 | ||
Goodwill and other intangible assets, net | 2,132.7 | 2,132.7 | 2,114.9 | ||
Other assets | 244.8 | 244.8 | 198.8 | ||
Total assets | 6,729.3 | 6,729.3 | 5,247.8 | ||
Current liabilities before customer obligations | 129.8 | 129.8 | 149.9 | ||
Customer obligations | 3,963.5 | 3,963.5 | 2,619.7 | ||
Long-term obligations, less current portion | 660.7 | 660.7 | 663.5 | ||
Other long-term liabilities | 218.2 | 218.2 | 199.2 | ||
Total liabilities | 4,972.2 | 4,972.2 | 3,632.3 | ||
Equity | 1,757.1 | 1,757.1 | 1,615.5 | ||
Total liabilities and equity | 6,729.3 | 6,729.3 | $ 5,247.8 | ||
Condensed Combined Statements of Earnings | |||||
Total revenues | 196.3 | $ 179 | 400 | $ 367.8 | |
Earnings (loss) before income taxes | 8.7 | (52.4) | 25.6 | (44.4) | |
Earnings (loss) before discontinued operations | 6.3 | (53.6) | 17.5 | (51.4) | |
Earnings (loss) before discontinued operations | $ 6.3 | $ (63.3) | $ 17.5 | $ (62.7) |
Investments - Dun And Bradstree
Investments - Dun And Bradstreet Narrative (Details) - USD ($) | Feb. 08, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | |||||
Reduction in investment | $ 2,900,000 | ||||
Additional investment | $ 526,200,000 | $ 0 | |||
Dun And Bradstreet Corporation | |||||
Business Acquisition [Line Items] | |||||
Additional amount syndicated of Dun & Bradstreet Investment | $ 2,600,000 | ||||
Ownership (as a percent) | 24.30% | 24.30% | 24.30% | ||
Additional investment | $ 23,500,000 | ||||
Dun And Bradstreet Corporation | |||||
Business Acquisition [Line Items] | |||||
Common equity financed from Consortium and Black Knight, Inc. | $ 2,100,000,000 | ||||
Financed by preferred equity from preferred equity sources | 1,100,000,000 | ||||
Debt financing from various lenders | 4,000,000,000 | ||||
Dun And Bradstreet Corporation | Cannae | Commitment To Purchase Common Equity of Dun And Bradstreet | |||||
Business Acquisition [Line Items] | |||||
Commitment to purchase | $ 900,000,000 | ||||
Percentage of outstanding common equity | 24.50% | ||||
Syndication fee income | $ 9,100,000 | ||||
Dun And Bradstreet Corporation | Cannae | Equity Commitment to Purchase, Retained And Funded | Dun And Bradstreet Corporation | |||||
Business Acquisition [Line Items] | |||||
Commitment to purchase | $ 505,600,000 |
Investments - Schedule of Sum_2
Investments - Schedule of Summarized Financial Information D&B (Details) $ in Millions | 2 Months Ended |
Mar. 31, 2019USD ($) | |
Condensed Combined Statements of Earnings | |
Net loss | $ (81.1) |
Dividends attributable to preferred stock and noncontrolling interest expense | (18.3) |
Dun And Bradstreet Corporation | |
Condensed Combined Balance Sheets | |
Total current assets | 420.7 |
Goodwill and other intangible assets, net | 8,285.7 |
Other assets | 454.6 |
Total assets | 9,161 |
Current liabilities before customer obligations | 778 |
Long-term obligations, less current portion | 3,821 |
Other long-term liabilities | 1,636.5 |
Total liabilities | 6,235.5 |
Preferred equity | 1,028.4 |
Partner's capital | 1,897.1 |
Total liabilities and equity | 9,161 |
Condensed Combined Statements of Earnings | |
Total revenues | 174.1 |
Loss before income taxes | (111.6) |
Net loss attributable to Dun & Bradstreet | $ (99.4) |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6.3 | $ 6.8 |
Semi-finished and finished goods | 16.2 | 5.6 |
Packaging | 1.7 | 2.4 |
Obsolescence reserve | (1) | (3) |
Total bakery inventory | 23.2 | 11.8 |
Other restaurant-related inventory | 9 | 10.3 |
Other | 0.3 | 0.2 |
Total inventory | $ 32.5 | $ 22.3 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2019 | Feb. 07, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Notes payable, total | $ 201,100,000 | $ 48,100,000 | |
Less: Notes payable, current | 5,900,000 | 5,900,000 | |
Notes payable, long term | 195,200,000 | 42,200,000 | |
99 Term Loan | Notes payable to banks | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 33,700,000 | 36,100,000 | |
99 Revolver | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 3,000,000 | 0 | |
99 DLOC Loan | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 0 | 0 | |
Margin Facility | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 150,000,000 | $ 150,000,000 | 0 |
Brasada Interstate Loans | Notes payable to banks | |||
Debt Instrument [Line Items] | |||
Notes payable, total | 11,700,000 | 11,700,000 | |
Other | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, total | $ 2,700,000 | $ 300,000 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | Jul. 05, 2019 | Jun. 12, 2019 | Feb. 07, 2019 | Dec. 21, 2018 | Nov. 07, 2018 | Nov. 17, 2017 | Jan. 29, 2016 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 13, 2018 |
Line of Credit Facility [Line Items] | ||||||||||
Additional line of credit | $ 201,100,000 | $ 48,100,000 | ||||||||
Repayment of FNF Revolver | $ 100,000,000 | |||||||||
99 Restaurants Credit Facility | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Additional line of credit | $ 3,000,000 | 0 | ||||||||
99 Restaurants Credit Facility | 99 Restaurants | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | $ 15,000,000 | |||||||||
Interest rate | 5.88% | |||||||||
Amount available to be drawn | $ 22,000,000 | |||||||||
99 Restaurants Credit Facility | 99 Restaurants | Base Rate | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate basis | 2.50% | |||||||||
99 Restaurants Credit Facility | 99 Restaurants | LIBOR | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate basis | 3.50% | |||||||||
99 Term Loan | Notes payable to banks | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate | 6.00% | |||||||||
Additional line of credit | $ 33,700,000 | 36,100,000 | ||||||||
99 Term Loan | 99 Restaurants | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Notes, face amounts | $ 37,000,000 | |||||||||
99 DLOC Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Additional line of credit | $ 0 | 0 | ||||||||
99 DLOC Loan | 99 Restaurants | Line of Credit Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Notes, face amounts | $ 10,000,000 | |||||||||
Margin Loan Agreement | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | $ 300,000,000 | |||||||||
Interest rate | 5.35% | |||||||||
Amount available to be drawn | $ 150,000,000 | |||||||||
Shares pledged as collateral (in shares) | 25,000,000 | |||||||||
Additional line of credit | $ 150,000,000 | 150,000,000 | 0 | |||||||
Brasada Interstate Credit Agreement | Notes payable to banks | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Additional line of credit | 11,700,000 | $ 11,700,000 | ||||||||
Brasada Interstate Credit Agreement | NV Brasada | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | $ 17,000,000 | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | Line of Credit Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | 1,500,000 | |||||||||
Amount available to be drawn | $ 4,400,000 | |||||||||
Additional line of credit | $ 3,600,000 | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | Acquisition Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Notes, face amounts | 12,500,000 | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | Development Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Notes, face amounts | 3,000,000 | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | Acquisition Loan, A Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Notes, face amounts | $ 6,250,000 | |||||||||
Interest rate | 4.51% | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | Acquisition Loan, B Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Notes, face amounts | $ 6,250,000 | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | Notes payable to banks | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Variable rate interest | 4.69% | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | LIBOR | Acquisition Loan, B Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate basis | 225.00% | |||||||||
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 | |||||||||
Maximum borrowing increment | $ 1,000,000 | |||||||||
Anniversary term | 5 years | |||||||||
Term of automatic extension | 5 years | |||||||||
Proceeds from lines of credit | $ 100,000,000 | |||||||||
Corporate Revolver Note | Revolver Note | Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Proceeds from lines of credit | $ 100,000,000 | |||||||||
Corporate Revolver Note | LIBOR | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate basis | 450.00% |
Notes Payable - Gross Principal
Notes Payable - Gross Principal Maturities of Notes Payable (Details) $ in Millions | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 (remaining) | $ 3.4 |
2019 | 6.9 |
2020 | 156.1 |
2021 | 6.1 |
2022 | 19.4 |
Thereafter | 10.2 |
Total Long Term Debt | $ 202.1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrual for legal proceedings | $ 0.4 | $ 0.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 (remaining) | $ 87.2 |
2020 | 67.4 |
2021 | 43.7 |
2022 | 4.4 |
2023 | 3 |
Thereafter | 6.9 |
Total purchase commitments | $ 212.6 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | $ 285.1 | $ 302.3 | $ 559.6 | $ 594.7 | |
Interest, investment and other income, including realized gains and losses | 75.9 | 68.1 | 88.5 | 69.4 | |
Total revenues and other income | 361 | 370.4 | 648.1 | 664.1 | |
Depreciation and amortization | 13.3 | 14.9 | 27.2 | 29.2 | |
Interest expense | (5.5) | (0.2) | (9.2) | (3.2) | |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | 45.9 | (0.2) | 40.2 | (9.9) | |
Income tax (benefit) expense | 8.5 | 2.6 | 3.7 | (2.9) | |
Earnings (loss) before equity in losses of unconsolidated affiliates | 37.4 | (2.8) | 36.5 | (7) | |
Equity in earnings (losses) of unconsolidated affiliates | (22.4) | (19.6) | (19.5) | (20.7) | |
Net earnings (loss) | 15 | (22.4) | 17 | (27.7) | |
Assets | 1,872.4 | 1,359.9 | 1,872.4 | 1,359.9 | $ 1,459.5 |
Goodwill | 164.8 | 202 | 164.8 | 202 | $ 164.8 |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | |||||
Ceridian and Dun & Bradstreet Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | (370.4) | (179) | (574.1) | (367.8) | |
Interest, investment and other income, including realized gains and losses | 0 | 0 | 0 | 0 | |
Total revenues and other income | (370.4) | (179) | (574.1) | (367.8) | |
Depreciation and amortization | (95.1) | (14.2) | (109.5) | (28.1) | |
Interest expense | 57.6 | 43.4 | 66.5 | 65.6 | |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | 102.9 | 52.4 | 86 | 44.4 | |
Income tax (benefit) expense | 28.1 | (1.2) | 22.4 | (7) | |
Earnings (loss) before equity in losses of unconsolidated affiliates | 74.8 | 53.6 | 63.6 | 51.4 | |
Equity in earnings (losses) of unconsolidated affiliates | (22.8) | (19.7) | (20.2) | (21.6) | |
Net earnings (loss) | 52 | 33.9 | 43.4 | 29.8 | |
Assets | (15,890.3) | (6,319.7) | (15,890.3) | (6,319.7) | |
Goodwill | (4,750.4) | (1,942.6) | (4,750.4) | (1,942.6) | |
Restaurant revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 266.5 | 276.2 | 524.3 | 550 | |
Restaurant revenue | Ceridian and Dun & Bradstreet Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Other operating revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 18.6 | 26.1 | 35.3 | 44.7 | |
Other operating revenue | Ceridian and Dun & Bradstreet Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | (370.4) | (179) | (574.1) | (367.8) | |
Restaurant Group | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 266.5 | 276.2 | 524.3 | 550 | |
Restaurant Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 266.5 | 276.2 | 524.3 | 550 | |
Interest, investment and other income, including realized gains and losses | 2.8 | 1.4 | 3.5 | 1.4 | |
Total revenues and other income | 269.3 | 277.6 | 527.8 | 551.4 | |
Depreciation and amortization | 9.4 | 10.7 | 19.1 | 21.4 | |
Interest expense | (1.5) | (3.8) | (2.5) | (7.5) | |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | (11.6) | (5.9) | (19.7) | (15.2) | |
Income tax (benefit) expense | 0 | 0 | (0.1) | 0 | |
Earnings (loss) before equity in losses of unconsolidated affiliates | (11.6) | (5.9) | (19.6) | (15.2) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | 0 | 0.1 | |
Net earnings (loss) | (11.6) | (5.9) | (19.6) | (15.1) | |
Assets | 636.2 | 477.5 | 636.2 | 477.5 | |
Goodwill | 76.5 | 103.1 | 76.5 | 103.1 | |
Restaurant Group | Restaurant revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 247.7 | 258.3 | 493 | 517.5 | |
Restaurant Group | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 266.5 | 276.2 | 524.3 | 550 | |
Restaurant Group | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
T-System | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 12.9 | 14.8 | 25.1 | 30.2 | |
Interest, investment and other income, including realized gains and losses | (0.5) | 0 | (0.5) | 0 | |
Total revenues and other income | 12.4 | 14.8 | 24.6 | 30.2 | |
Depreciation and amortization | 3.4 | 3.7 | 6.9 | 7.3 | |
Interest expense | (1.4) | (1.5) | (2.8) | (1.5) | |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | (5) | (2.6) | (9.9) | (3.4) | |
Income tax (benefit) expense | (1.2) | (0.5) | (2.4) | (2.3) | |
Earnings (loss) before equity in losses of unconsolidated affiliates | (3.8) | (2.1) | (7.5) | (1.1) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | 0 | 0 | |
Net earnings (loss) | (3.8) | (2.1) | (7.5) | (1.1) | |
Assets | 202.9 | 221.9 | 202.9 | 221.9 | |
Goodwill | 88.3 | 98.9 | 88.3 | 98.9 | |
T-System | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
T-System | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 12.9 | 14.8 | 25.1 | 30.2 | |
Ceridian | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 196.3 | 179 | 400 | 367.8 | |
Interest, investment and other income, including realized gains and losses | 0 | 0 | 0 | 0 | |
Total revenues and other income | 196.3 | 179 | 400 | 367.8 | |
Depreciation and amortization | 14.6 | 14.2 | 29 | 28.1 | |
Interest expense | (8.5) | (43.4) | (17.4) | (65.6) | |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | 8.7 | (52.4) | 25.6 | (44.4) | |
Income tax (benefit) expense | 2.4 | 1.2 | 8.1 | 7 | |
Earnings (loss) before equity in losses of unconsolidated affiliates | 6.3 | (53.6) | 17.5 | (51.4) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | 0 | 0 | |
Net earnings (loss) | 6.3 | (53.6) | 17.5 | (51.4) | |
Assets | 6,729.3 | 6,319.7 | 6,729.3 | 6,319.7 | |
Goodwill | 1,952.8 | 1,942.6 | 1,952.8 | 1,942.6 | |
Ceridian | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Ceridian | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 196.3 | 179 | 400 | 367.8 | |
Dun And Bradstreet | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 174.1 | 174.1 | |||
Interest, investment and other income, including realized gains and losses | 0 | 0 | |||
Total revenues and other income | 174.1 | 174.1 | |||
Depreciation and amortization | 80.5 | 80.5 | |||
Interest expense | (49.1) | (49.1) | |||
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | (111.6) | (111.6) | |||
Income tax (benefit) expense | (30.5) | (30.5) | |||
Earnings (loss) before equity in losses of unconsolidated affiliates | (81.1) | (81.1) | |||
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | |||
Net earnings (loss) | (81.1) | (81.1) | |||
Assets | 9,161 | 9,161 | |||
Goodwill | 2,797.6 | 2,797.6 | |||
Dun And Bradstreet | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | |||
Dun And Bradstreet | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 174.1 | 174.1 | |||
Corporate and Other | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 5.7 | 11.3 | 10.2 | 14.5 | |
Interest, investment and other income, including realized gains and losses | 73.6 | 66.7 | 85.5 | 68 | |
Total revenues and other income | 79.3 | 78 | 95.7 | 82.5 | |
Depreciation and amortization | 0.5 | 0.5 | 1.2 | 0.5 | |
Interest expense | (2.6) | 5.1 | (3.9) | 5.8 | |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | 62.5 | 8.3 | 69.8 | 8.7 | |
Income tax (benefit) expense | 9.7 | 3.1 | 6.2 | (0.6) | |
Earnings (loss) before equity in losses of unconsolidated affiliates | 52.8 | 5.2 | 63.6 | 9.3 | |
Equity in earnings (losses) of unconsolidated affiliates | 0.4 | 0.1 | 0.7 | 0.8 | |
Net earnings (loss) | 53.2 | 5.3 | 64.3 | 10.1 | |
Assets | 1,033.3 | 660.5 | 1,033.3 | 660.5 | |
Goodwill | 0 | 0 | 0 | 0 | |
Corporate and Other | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Corporate and Other | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | $ 5.7 | $ 11.3 | $ 10.2 | $ 14.5 |
Segment Information - Narrative
Segment Information - Narrative (Details) record in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019segmentcustomersites | Dec. 31, 2018record | Apr. 30, 2019 | Oct. 16, 2017 | |
Segment Reporting Information [Line Items] | ||||
Number of business records | record | 300 | |||
Ceridian | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, equity method investment (as a percent) | 21.70% | |||
Dun And Bradstreet | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, equity method investment (as a percent) | 24.30% | 24.30% | ||
ABRH | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, controlling interest (as percent) | 65.40% | |||
99 Restaurants | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, controlling interest (as percent) | 88.50% | |||
T-System | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, controlling interest (as percent) | 97.00% | |||
Number of businesses | segment | 2 | |||
T-System | T-System Coding Software & Outsourced Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Number of customers (more than) | customer | 75 | |||
Number of sites | sites | 400 | |||
T-System | Software Solutions | T-System Clinical Documentation | ||||
Segment Reporting Information [Line Items] | ||||
Number of customers (more than) | customer | 240 | |||
Number of sites | sites | 450 | |||
T-System | T-Sheet | T-System Clinical Documentation | ||||
Segment Reporting Information [Line Items] | ||||
Number of customers (more than) | customer | 200 | |||
Number of sites | sites | 475 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash paid during the period: | ||
Interest | $ 7.5 | $ 1.3 |
Income taxes | 23.5 | 0 |
Operating leases | 31.4 | |
Non-cash investing and financing activities: | ||
Unsettled purchases of investment securities accrued at period end | $ 0 | $ 3.5 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 285.1 | $ 302.3 | $ 559.6 | $ 594.7 |
Restaurant sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 266.5 | 276.2 | 524.3 | 550 |
Restaurant Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 266.5 | 276.2 | 524.3 | 550 |
Restaurant Group | Restaurant sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 247.7 | 258.3 | 493 | 517.5 |
Restaurant Group | Bakery sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 17.4 | 16.3 | 28.4 | 29.5 |
Restaurant Group | Franchise and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 1.4 | 1.6 | 2.9 | 3 |
T-System | T-System, point-in-time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 4.9 | 5.9 | 9.7 | 12.6 |
T-System | T-System, over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 8 | 8.9 | 15.4 | 17.6 |
Corporate and Other | Real estate and resort | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 5.7 | 5.4 | 10.1 | 8.3 |
Corporate and Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 0 | 5.9 | 0.1 | 6.2 |
Total Other Operating Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 18.6 | $ 26.1 | $ 35.3 | $ 44.7 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances, Information About Receivables and Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Trade receivables, billed | $ 25.7 | $ 25.7 | $ 40.3 |
Unbilled accounts receivable, current | 7.4 | 7.4 | 9.5 |
Unbilled accounts receivable, long term | 10.6 | 10.6 | 10.6 |
Deferred revenue (contract liabilities) | 25.5 | 25.5 | $ 31.7 |
Revenue recognized that was included in deferred revenue | $ 8.9 | $ 22.3 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Variable Interest Entity, Not Primary Beneficiary - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Total Assets | $ 504.9 | $ 9.2 |
Maximum Exposure | $ 504.9 | $ 9.2 |