Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
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, $0.0001 par value | |
Trading Symbol | CNNE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 79,006,724 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001704720 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 444.3 | $ 533.7 |
Short-term investments | 0.8 | 0.5 |
Trade receivables | 3.2 | 16 |
Inventory | 8.1 | 16.3 |
Prepaid expenses and other current assets | 35 | 64.4 |
Total current assets | 491.4 | 630.9 |
Investment in Ceridian, at fair value - see Note A | 993.4 | 0 |
Investments in unconsolidated affiliates | 759.2 | 836.5 |
Lease assets | 145 | 192.9 |
Property and equipment, net | 137.9 | 162.6 |
Other intangible assets, net | 38.3 | 63.1 |
Goodwill | 53.5 | 66.1 |
Fixed maturity securities available for sale, at fair value | 26.1 | 19.2 |
Deferred tax asset | 0 | 54.5 |
Other long term investments and non-current assets | 60.3 | 66.4 |
Total assets | 2,705.1 | 2,092.2 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 57.8 | 86.4 |
Lease liabilities, current | 26.7 | 41.5 |
Income taxes payable | 45.1 | 37.4 |
Deferred revenue | 16.2 | 26.4 |
Notes payable, current | 6.3 | 7 |
Total current liabilities | 152.1 | 198.7 |
Lease liabilities, long term | 138.4 | 199.7 |
Deferred tax liability | 124.5 | 0 |
Notes payable, long term | 42.6 | 120.1 |
Accounts payable and other accrued liabilities, long term | 42.5 | 43.9 |
Total liabilities | 500.1 | 562.4 |
Commitments and contingencies - see Note G | ||
Equity: | ||
Cannae common stock, $0.0001 par value; authorized 115,000,000 shares as of March 31, 2020 and December 31, 2019; outstanding of 79,130,316 and 79,516,833 shares as of March 31, 2020 and December 31, 2019, respectively, and issued of 79,727,972 shares as of March 31, 2020 and December 31, 2019, respectively | 0 | 0 |
Preferred stock, $0.0001 par value; authorized 10,000,000 shares; issued and outstanding, none as of March 31, 2020 and December 31, 2019 | 0 | 0 |
Retained earnings | 791.3 | 143.6 |
Additional paid-in capital | 1,406.1 | 1,396.7 |
Less: Treasury stock, 597,656 and 211,139 shares as of March 31, 2020 and December 31, 2019, respectively, at cost | (16.7) | (5.9) |
Accumulated other comprehensive loss | (0.2) | (45.9) |
Total Cannae shareholders' equity | 2,180.5 | 1,488.5 |
Noncontrolling interests | 24.5 | 41.3 |
Total equity | 2,205 | 1,529.8 |
Total liabilities and equity | $ 2,705.1 | $ 2,092.2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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) | 79,727,972 | 79,727,972 |
Common stock outstanding (in shares) | 79,130,316 | 79,516,833 |
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) | 597,656 | 211,139 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total operating revenues | $ 173 | $ 262.3 |
Operating expenses: | ||
Cost of restaurant revenue | 153.1 | 227 |
Personnel costs | 29.2 | 16.1 |
Depreciation and amortization | 8.4 | 10.4 |
Other operating expenses | 27.9 | 19.9 |
Goodwill impairment | 7.7 | 0 |
Total operating expenses | 226.3 | 273.4 |
Operating loss | (53.3) | (11.1) |
Other income (expense): | ||
Interest, investment and other income | 2.2 | 11 |
Interest expense | (3.8) | (3.7) |
Realized and other gains and losses, net | 915.1 | 1.6 |
Total other income | 913.5 | 8.9 |
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates | 860.2 | (2.2) |
Income tax expense (benefit) | 169.4 | (6) |
Earnings before equity in losses of unconsolidated affiliates | 690.8 | 3.8 |
Equity in losses of unconsolidated affiliates | (52.7) | (21.4) |
Earnings (loss) from continuing operations | 638.1 | (17.6) |
Net losses from discontinued operations, net of tax - see Note L | 0 | (2.3) |
Net earnings (loss) | 638.1 | (19.9) |
Less: Net loss attributable to non-controlling interests | (9.6) | (3.1) |
Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | 647.7 | (16.8) |
Amounts attributable to Cannae Holdings, Inc. common shareholders | ||
Net earnings (loss) from continuing operations attributable to Cannae Holdings, Inc. common shareholders | 647.7 | (14.8) |
Net loss from discontinued operations attributable to Cannae Holdings, Inc. common shareholders | 0 | (2) |
Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | $ 647.7 | $ (16.8) |
Basic | ||
Net earnings (loss) per share from continuing operations (in usd per share) | $ 8.19 | $ (0.21) |
Net loss per share from discontinued operations (in usd per share) | 0 | (0.03) |
Net earnings (loss) per share (in usd per share) | 8.19 | (0.24) |
Diluted | ||
Net earnings (loss) per share from continuing operations (in usd per share) | 8.17 | (0.21) |
Net loss per share from discontinued operations (in usd per share) | 0 | (0.03) |
Net earnings (loss) per share (in usd per share) | $ 8.17 | $ (0.24) |
Weighted Average Shares Outstanding | ||
Weighted average shares outstanding Cannae Holdings common stock, basic basis (in shares) | 79.1 | 71.6 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis (in shares) | 79.3 | 71.6 |
Restaurant revenue | ||
Revenues: | ||
Total operating revenues | $ 169.9 | $ 257.8 |
Other operating revenue | ||
Revenues: | ||
Total operating revenues | $ 3.1 | $ 4.5 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ 638.1 | $ (19.9) | |
Other comprehensive earnings (loss), net of tax: | |||
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 5.3 | (0.2) |
Unrealized (loss) gain relating to investments in unconsolidated affiliates | [2] | (3.9) | 5.9 |
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | [3] | 44.3 | 0.6 |
Other comprehensive earnings | 45.7 | 6.3 | |
Comprehensive earnings (loss) | 683.8 | (13.6) | |
Less: Comprehensive loss attributable to noncontrolling interests | (9.6) | (3.1) | |
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | 693.4 | (10.5) | |
Unrealized gain (loss) on investments and other financial instruments, income tax expense (benefit) | 1.4 | (0.1) | |
Unrealized (loss) gain relating to investments in unconsolidated affiliates, income tax (benefit) expense | (1) | 1.6 | |
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, tax expense | $ 11.8 | $ 0.2 | |
[1] | Net of income tax expense (benefit) of $1.4 million and $(0.1) million for the three months ended March 31, 2020 and 2019 , respectively. | ||
[2] | Net of income tax (benefit) expense of $(1.0) million and $1.6 million for the three months ended March 31, 2020 and 2019 , respectively. | ||
[3] | Net of income tax expense of $11.8 million and $0.2 million for the three months ended March 31, 2020 and 2019 , respectively |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comp (Loss) Earnings | Treasury Stock | Non-controlling Interests | Unconsolidated affiliates | Unconsolidated affiliatesAdditional Paid-in Capital | Consolidated Entity | Consolidated EntityAdditional Paid-in Capital | |
Beginning balance (in shares) at Dec. 31, 2018 | 72.2 | 0 | ||||||||||
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 gain (loss) on investments and other financial instruments, net of tax | (0.2) | [1] | (0.2) | |||||||||
Other comprehensive earnings — unrealized earnings (losses) on investments in unconsolidated affiliates, net of tax | 5.9 | [2] | 5.9 | |||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | 0.6 | [3] | 0.6 | |||||||||
Dun & Bradstreet equity issuance costs | (1.4) | (1.4) | ||||||||||
Stock-based compensation | $ 1.5 | $ 1.5 | $ 0.9 | $ 0.9 | ||||||||
Contribution of CSA services from FNF | 0.3 | 0.3 | ||||||||||
Subsidiary dividends paid to noncontrolling interests | (0.4) | (0.4) | ||||||||||
Net earnings (loss) | (19.9) | (16.8) | (3.1) | |||||||||
Ending balance (in shares) at Mar. 31, 2019 | 72.2 | 0 | ||||||||||
Ending balance at Mar. 31, 2019 | 1,202.5 | $ 0 | 1,147.5 | 49.5 | (65.9) | $ (0.2) | 71.6 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 79.7 | 0.2 | ||||||||||
Beginning balance at Dec. 31, 2019 | 1,529.8 | $ 0 | 1,396.7 | 143.6 | (45.9) | $ (5.9) | 41.3 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Restaurant Group reorganization and deconsolidation of Blue Ribbon | (5.1) | 5.2 | (10.3) | |||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments, net of tax | 5.3 | [1] | 5.3 | |||||||||
Other comprehensive earnings — unrealized earnings (losses) on investments in unconsolidated affiliates, net of tax | (3.9) | [2] | (3.9) | |||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | 44.3 | [3] | 44.3 | |||||||||
Sale of noncontrolling interest in consolidated subsidiary | 3.1 | 3.1 | ||||||||||
Treasury stock repurchases (in shares) | 0.4 | |||||||||||
Treasury stock repurchases | (10.8) | $ (10.8) | ||||||||||
Stock-based compensation | $ 2.7 | $ 2.7 | $ 1.1 | $ 1.1 | ||||||||
Contribution of CSA services from FNF | 0.4 | 0.4 | ||||||||||
Net earnings (loss) | 638.1 | 647.7 | (9.6) | |||||||||
Ending balance (in shares) at Mar. 31, 2020 | 79.7 | 0.6 | ||||||||||
Ending balance at Mar. 31, 2020 | $ 2,205 | $ 0 | $ 1,406.1 | $ 791.3 | $ (0.2) | $ (16.7) | $ 24.5 | |||||
[1] | Net of income tax expense (benefit) of $1.4 million and $(0.1) million for the three months ended March 31, 2020 and 2019 , respectively. | |||||||||||
[2] | Net of income tax (benefit) expense of $(1.0) million and $1.6 million for the three months ended March 31, 2020 and 2019 , respectively. | |||||||||||
[3] | Net of income tax expense of $11.8 million and $0.2 million for the three months ended March 31, 2020 and 2019 , respectively |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 638.1 | $ (19.9) |
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 8.4 | 13.9 |
Equity in losses of unconsolidated affiliates | 52.7 | 21.4 |
Distributions from investments in unconsolidated affiliates | 0.5 | 2 |
Realized and other gains and losses and asset impairments, net | (902) | (1.4) |
Lease asset amortization | 6.2 | 9.9 |
Stock-based compensation cost | 1.1 | 0.9 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease in trade receivables | 8.7 | 20.2 |
Net increase in inventory, prepaid expenses and other assets | (10.9) | (10.1) |
Net decrease in lease liabilities | (8.2) | (10.9) |
Net decrease (increase) in accounts payable, accrued liabilities, deferred revenue and other | 2 | (12.3) |
Net change in income taxes | 169.1 | (7.7) |
Net cash (used in) provided by operating activities | (34.3) | 6 |
Cash flows from investing activities: | ||
Proceeds from sale of investment securities and investments in unconsolidated affiliates | 0 | 1.7 |
Proceeds from partial sale of Ceridian shares - see Note A | 283.7 | 0 |
Additions to property and equipment and other intangible assets | (13.6) | (3.2) |
Additions to notes receivable | (11.2) | 0 |
Proceeds from sales of property and equipment | 0 | 2.9 |
Cash deconsolidated through the Blue Ribbon Reorganization - see Note A | (1.1) | 0 |
Distributions from investments in unconsolidated affiliates | 0 | 0.3 |
Net proceeds from sales and maturities of short-term investment securities | (0.3) | 19.2 |
Net cash provided by (used in) investing activities | 31.3 | (481.8) |
Cash flows from financing activities: | ||
Borrowings | 12.5 | 262.2 |
Debt service payments | (91.2) | (1) |
Subsidiary distributions paid to noncontrolling interest shareholders | 0 | (0.4) |
Sale of noncontrolling interest in consolidated subsidiary | 3.1 | 0 |
Treasury stock repurchases | (10.8) | 0 |
Proceeds from Restaurant Group sale and leaseback of corporate office, net of issuance costs | 0 | 13.2 |
Net cash (used in) provided by financing activities | (86.4) | 274 |
Net decrease in cash and cash equivalents | (89.4) | (201.8) |
Cash and cash equivalents at beginning of period | 533.7 | 323 |
Cash and cash equivalents at end of period | 444.3 | 121.2 |
Dun & Bradstreet | ||
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities: | ||
Equity in losses of unconsolidated affiliates | (10.1) | 24.3 |
Cash flows from investing activities: | ||
Investments in Dun & Bradstreet, net of capitalized syndication fees and other unconsolidated affilates | 0 | (502.7) |
Investments Excluding Dun & Bradstreet | ||
Cash flows from investing activities: | ||
Investments in Dun & Bradstreet, net of capitalized syndication fees and other unconsolidated affilates | $ (226.2) | $ 0 |
Basis of Financial Statements
Basis of Financial Statements | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | Basis of Financial Statements The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” "Cannae," "CNNE," or the "Company”) which have been followed in preparing the accompanying Condensed Consolidated Financial Statements. Description of the Business We are a holding company engaged in actively managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets. Our primary investments as of March 31, 2020 include our minority ownership interests in The Dun & Bradstreet Corporation ("Dun & Bradstreet" or "D&B"), Ceridian HCM Holding, Inc. ("Ceridian") and AmeriLife Group, LLC ("AmeriLife"); majority equity ownership stakes in O'Charley's Holdings, LLC ("O'Charley's") and 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled portfolio companies and minority equity and debt investments. See Note H for further discussion of the businesses comprising our reportable segments. The Company conducts its business through its wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Delaware limited liability company. The Company’s board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of Trasimene Capital Management, LLC (“Trasimene” or the “Manager”). In connection with the externalization of certain of our management functions in September 2019, the Company, Cannae LLC, and the Manager entered into a Management Services Agreement (the “Management Services Agreement”). 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, 2019 . 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. The CSA has an initial three-year term and after the initial three-year term, if the CSA is not mutually terminated by us or FNF prior to the expiration of the initial three-year term, it will automatically renew for successive one-year terms on mutually agreeable arm's length terms unless FNF and Cannae mutually agree to terminate the agreement. Both FNF and Cannae believe expense allocations pursuant to the CSA 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 Ceridian On February 21, 2020, we completed the sale of an additional 3.9 million shares of common stock of Ceridian to a broker pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. In connection with the sale, we received proceeds of $283.7 million and recorded a gain of $223.1 million . As a result of the sale, we now own 19.8 million shares of Ceridian which represents 13.7% of its outstanding common stock. As of March 31, 2020 our voting agreement with Ceridian was terminated and, as a result, we are no longer able to exert influence over the composition and quantity of Ceridian's board of directors. In combination with the reduction in our ownership of Ceridian resulting from the sale of shares in February 2020, we no longer exercise significant influence over Ceridian. As of March 31, 2020, we account for our investment in Ceridian pursuant to the investment in equity security guidance of Accounting Standards Codification ("ASC") 321. The change resulted in the revaluation of our investment in Ceridian to its fair value of $993.4 million as of March 31, 2020 and recording a gain on such revaluation of $684.9 million . Refer to Notes C and D for further discussion of our accounting for our investment in Ceridian. On May 8, 2020, we sold 1.8 million shares of common stock of Ceridian to a broker pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. We expect to receive proceeds of $ 115.9 million on May 12, 2020. Restaurant Group On January 27, 2020, American Blue Ribbon Holdings, LLC ("Blue Ribbon") and its wholly-owned subsidiaries, filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the "Blue Ribbon Reorganization"). The Blue Ribbon Reorganization does not involve or affect the operations of O’Charley’s or 99 Restaurants, which are not part of Blue Ribbon. As a result of the Blue Ribbon Reorganization, we deconsolidated Blue Ribbon as of January 27, 2020 because the bankruptcy court and committee of creditors formed are deemed to have control of Blue Ribbon. We continue to own 65.4% of the equity of Blue Ribbon and we have agreed to provide debtor-in-possession financing (the "DIP Loan") of up to $20.0 million to Blue Ribbon and its subsidiaries. We recorded a gain of $26.5 million on January 27, 2020 as a result of the deconsolidation of Blue Ribbon which is included in Realized and other gains and losses, net on the Condensed Consolidated Statement of Operations. The recorded gain was measured as the excess of the fair value of our retained equity investment in Blue Ribbon over our book value of Blue Ribbon as of January 27, 2020. We account for our retained equity interest in Blue Ribbon under the equity method of accounting because (1) we continue to exert significant influence over Blue Ribbon through our majority equity ownership and position as the single largest post-petition creditor of Blue Ribbon through the DIP Loan, (2) the Blue Ribbon Reorganization is limited in scope and is expected to be short in duration, and (3) we expect to retain our equity interest upon completion of the Blue Ribbon Reorganization. We recorded an investment of $33.6 million as of January 27, 2020. The fair value of the investment was determined by performing a combination of discounted cash flow and market approaches. As a result of unprecedented social restrictions imposed by state and local government authorities related to the novel coronavirus ("COVID-19") pandemic, our Restaurant Group brands experienced a significant reduction in guest counts beginning in the last two weeks of March 2020. In response to the outbreak and these changing conditions, our Restaurant Group brands closed the dining rooms in substantially all of our restaurants, with limited exceptions related to stores that have reopened in states which have relaxed restrictions in late April and May 2020. As of the filing of this report, in most of our restaurants we are solely operating to-go and delivery services where able. Due to increased uncertainty in the operating environment for restaurants and a significant reduction in forecasted cash flows for Blue Ribbon, we recorded an other-than-temporary impairment of our investment of $18.6 million as of March 31, 2020. Refer to Note D for further discussion of our investments in unconsolidated affiliates. As of March 31, 2020, we have provided $11.0 million of financing to Blue Ribbon and its subsidiaries under the DIP Loan which is included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet. AmeriLife On March 18, 2020, we closed on the previously announced $125.0 million investment in a partnership (the “AmeriLife Joint Venture”) which invested in the recapitalization of AmeriLife. Cannae and other investors provided an aggregate of $617.0 million in equity financing to the AmeriLife Joint Venture to acquire AmeriLife. AmeriLife is a leader in marketing and distributing life, health, and retirement solutions. The Company's $125.0 million investment represents 20.3% of the outstanding equity of the AmeriLife Joint Venture. We account for our investment in the AmeriLife Joint Venture under the equity method of accounting and the investment is included in Investments in unconsolidated affiliates on our Condensed Consolidated Balance Sheet as of March 31, 2020. Refer to Note D for further discussion of our investments in unconsolidated affiliates. Equity Fund On December 12, 2019, we entered into a limited partnership with an investment fund manager designed to opportunistically trade in marketable securities (the "Equity Fund"). In December 2019, we initially contributed $90.9 million of cash in exchange for limited partnership interests in the Equity Fund representing 49.0% of its outstanding equity and a deposit on hand with the Equity Fund. In the three months ended March 31, 2020, we invested an additional $101.2 million in the Equity Fund. Subsequent to March 31, 2020, we invested an additional $50.0 million in the Equity Fund. Refer to Note D for further discussion. 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 that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three months ended March 31, 2020 there were no antidilutive shares of restricted stock outstanding which were excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2019 there were 0.2 million antidilutive shares of restricted stock outstanding which were excluded from the calculation of diluted earnings per share. Income Tax Income tax expense (benefit) was $169.4 million and $(6.0) million in the three-month periods ended March 31, 2020 and 2019, respectively. Our effective tax rate was 19.7% and 272.7% in the three months ended March 31, 2020 and 2019 , respectively. The change in the effective tax rate in the three-month period ended March 31, 2020 was primarily attributable to the reduced impact of equity in losses of unconsolidated affiliates on pretax earnings in 2020 compared to the impact of equity in losses of unconsolidated affiliates on pretax losses in the same period in the 2019. We have a Deferred tax liability of $124.5 million as of March 31, 2020 and a Deferred tax asset of $54.5 million as of December 31, 2019. The $179.0 million change in deferred taxes in the three months ended March 31, 2020 is primarily attributable to the tax impact on the gain recorded for the change in accounting for Ceridian as of March 31, 2020. Restricted Cash Our Restaurant Group is required to hold cash collateralizing its outstanding letters of credit. Included in Cash and cash equivalents on our Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 is $11.4 million of such restricted cash. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740) , which simplifies various aspects of the income tax accounting guidance and will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. We are still evaluating the impact of this guidance and have not yet concluded on its anticipated impact on our Condensed Consolidated Financial Statements and related disclosures upon adoption. Change in Accounting Principle We historically accounted for our investment and proportionate share of losses in Dun & Bradstreet utilizing a three-month reporting lag due to timeliness considerations. In the third quarter of 2019, the Company was able to obtain financial information for Dun & Bradstreet on a more timely basis and determined it was preferable to record our investment in Dun & Bradstreet on a current basis as opposed to the previous three-month lag. In accordance with applicable accounting literature, a change to eliminate a previously existing reporting lag is considered a change in accounting principle. Changes in accounting principles are to be reported through retrospective application of the new principle to all prior financial statement periods presented. Accordingly, the Company's condensed consolidated financial statements for the interim periods of fiscal year 2019 were adjusted in the third quarter of 2019 to reflect the period specific effects of eliminating the three-month reporting lag. The elimination of the three-month reporting lag did not impact total operating, investing or financing cash flows for any period presented. The elimination of the three-month reporting lag for our equity investment in Dun & Bradstreet resulted in the adjustments as of and for the periods indicated below (in millions, except per share amounts). Three Months Ended March 31, 2019 As Previously Reported As Adjusted Difference (in millions, except per share amounts) Condensed Consolidated Statements of Operations Income tax benefit $ (4.8 ) $ (7.2 ) $ (2.4 ) Equity in earnings (losses) of unconsolidated affiliates 2.9 (21.4 ) (24.3 ) Net earnings (loss) 2.0 (19.9 ) (21.9 ) Net earnings (loss) attributable to Cannae Holdings $ 5.1 $ (16.8 ) $ (21.9 ) Per Share Data: Basic Basic earnings (loss) per share attributable to Cannae Holdings common shareholders $ 0.07 $ (0.24 ) $ (0.31 ) Diluted Diluted earnings (loss) per share attributable to Cannae Holdings common shareholders $ 0.07 $ (0.24 ) $ (0.31 ) Condensed Consolidated Statements of Comprehensive Earnings Net earnings (loss) $ 2.0 $ (19.9 ) $ (21.9 ) Unrealized gain relating to investments in unconsolidated affiliates 6.2 5.9 (0.3 ) Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. $ 11.7 $ (10.5 ) $ (22.2 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases 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 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 March 31, 2020 and December 31, 2019. There have been no changes in our accounting for leases as of or during the three months ended March 31, 2020. As a result of the Blue Ribbon Reorganization, we deconsolidated Blue Ribbon as of January 27, 2020. Future payments under operating lease arrangements as of March 31, 2020 are now as follows (in millions): 2020 (remaining) $ 28.8 2021 37.4 2022 29.9 2023 25.9 2024 17.0 Thereafter 88.3 Total lease payments, undiscounted $ 227.3 Less: discount 62.2 Total operating lease liability as of March 31, 2020, at present value $ 165.1 Less: operating lease liability as of March 31, 2020, current 26.7 Operating lease liability as of March 31, 2020, long term $ 138.4 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
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 that 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 March 31, 2020 and December 31, 2019 , respectively: March 31, 2020 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 26.1 $ 26.1 Investment in Ceridian 993.4 — — 993.4 Total $ 993.4 $ — $ 26.1 $ 1,019.5 December 31, 2019 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 19.2 $ 19.2 Total $ — $ — $ 19.2 $ 19.2 Our Level 1 fair value measurement for our investment in Ceridian is based on quoted market prices of Ceridian's common equity (NYSE: CDAY). 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 approach or a contingent claims approach was utilized in determining the 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 14.0% to 14.5% as of March 31, 2020 and a weighted avera ge based on relative fair value of the underlying securities of 14.5% . Based on the total fair value of our Level 3 fixed-maturity securities available for sale as of March 31, 2020 , 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 months ended March 31, 2020 and 2019 (in millions). Three months ended March 31, 2020 Three months ended March 31, 2019 Corporate debt Corporate debt securities securities Fair value, beginning of period $ 19.2 $ 17.8 Impairment (1) — (0.3 ) Net valuation gain included in other comprehensive earnings (2) 6.9 — Fair value, end of period $ 26.1 $ 17.5 _____________________________________ (1) Included in Realized and other gains and losses, net 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 (Loss) 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. There were no transfers between Level 2 and Level 3 in the three months ended March 31, 2020 and 2019. All of the unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the three months ended March 31, 2020 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 | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investment in Ceridian As of March 31, 2020, we account for our investment in Ceridian at fair value pursuant to ASC 321. We recorded unrealized gains of $684.9 million upon the change in accounting all of which relates to Ceridian equity securities which continue to be held by the Company as of March 31, 2020. The unrealized gain is included in Realized and other gains and losses, net on the Condensed Consolidated Statement of Operations for the three months ended March 31, 2020. Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of March 31, 2020 and December 31, 2019 consisted of the following (in millions): Ownership at March 31, 2020 March 31, December 31, Dun & Bradstreet 24.3 % $ 396.5 $ 385.9 Ceridian (1) 13.7 % — 309.5 Equity Fund 49.0 % 134.3 46.7 AmeriLife 20.3 % 125.0 — Other various 103.4 94.4 Total $ 759.2 $ 836.5 _____________________________________ (1) Investment in Ceridian is no longer accounted for under the equity method of accounting as of March 31, 2020. Equity in earnings (losses) of unconsolidated affiliates for the three months ended March 31, 2020 and March 31, 2019 consisted of the following (in millions): Three months ended March 31, 2020 Three months ended March 31, 2019 Dun & Bradstreet $ 10.1 $ (24.3 ) Ceridian (1) 1.5 2.6 Equity Fund (58.8 ) — AmeriLife — — Other (5.5 ) 0.3 Total $ (52.7 ) $ (21.4 ) _____________________________________ (1) Fiscal year 2020 amount represents the Company's equity in earnings of Ceridian in the three months ended March 31, 2020 prior to the change in accounting for the investment as of March 31, 2020. Dun & Bradstreet 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 acquired our initial interest in Dun & Bradstreet's parent on February 8, 2019. The results of operations for the three months ended March 31, 2019 presented below represents Dun & Bradstreet's results of operations subsequent to our acquisition. March 31, December 31, (In millions) Total current assets $ 570.1 $ 417.9 Goodwill and other intangible assets, net 7,994.2 8,091.5 Other assets 608.1 603.4 Total assets $ 9,172.4 $ 9,112.8 Current liabilities $ 927.7 $ 1,090.4 Long-term debt 4,023.9 3,818.9 Other non-current liabilities 1,568.5 1,594.0 Total liabilities 6,520.1 6,503.3 Preferred equity 1,032.8 1,030.6 Total capital 1,619.5 1,578.9 Total liabilities and equity $ 9,172.4 $ 9,112.8 Three months ended March 31, 2020 Period from February 8, 2019 to March 31, 2019 (In millions) Total revenues $ 395.3 $ 174.1 Loss before income taxes (1.0 ) (111.6 ) Net income (loss) 73.9 (81.1 ) Dividends attributable to preferred equity and noncontrolling interest expense (32.4 ) (18.3 ) Net income (loss) attributable to Dun & Bradstreet 41.5 (99.4 ) Equity Fund As of March 31, 2020, we have invested $192.1 million in the Equity Fund, all of which has been contributed to the fund's capital and is accounted for under the equity method of accounting for investments. Summarized financial information for the Equity Fund for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in losses of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. March 31, December 31, (In millions) Due from brokers and counterparties $ 393.5 $ 93.2 Cash and cash equivalents — 45.2 Derivative contracts, at fair value — 2.4 Other assets 0.1 — Total assets $ 393.6 $ 140.8 Derivative contracts, at fair value $ 118.1 $ — Capital received in advance — 45.2 Other liabilities 1.4 0.2 Total liabilities 119.5 45.4 Net assets $ 274.1 $ 95.4 Three months ended March 31, 2020 (In millions) Total net investment loss $ (0.3 ) Realized gain on securities and derivative contracts 0.5 Change in unrealized loss on derivative contracts (120.5 ) Change in net assets from operations (120.3 ) AmerLife On March 18, 2020, we closed on our $125.0 million investment in the AmeriLife Joint Venture. We account for our investment in AmeriLife as an equity method investment and report our equity in earnings or loss of the AmeriLife Joint Venture on a three-month lag. Because the Company will record its equity in earnings or loss of the AmeriLife Joint Venture using lag reporting, there is no equity in earnings or loss of AmeriLife included in the Company’s results of operations for the three months ended March 31, 2020. The Company plans to begin including its equity earnings or loss related to AmeriLife in the three months ended June 30, 2020, at which time the Company expects to begin providing summary financial information for the AmeriLife Joint Venture. Equity Security Investments Without Readily Determinable Fair Values We account for our investment in preferred equity of QOMPLX, Inc. ("QOMPLX"), an intelligent decision and analytics platform used by businesses for modeling and planning, at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly market transactions . As of March 31, 2020, we have $22.5 million recorded for our investment in QOMPLX, which is included in Other long term investments and noncurrent assets on our Condensed Consolidated Balance Sheet. We have not recorded any upward or downward adjustments to our investment in QOMPLX. Fixed Maturity Securities The carrying amounts and fair values of our available for sale fixed maturity securities at March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 26.1 $ 19.9 $ 6.4 $ (0.2 ) $ 26.1 Total $ 26.1 $ 19.9 $ 6.4 $ (0.2 ) $ 26.1 December 31, 2019 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 19.2 $ 19.6 $ 0.7 $ (1.1 ) $ 19.2 Total $ 19.2 $ 19.6 $ 0.7 $ (1.1 ) $ 19.2 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 March 31, 2020 , $25.7 million of the fixed maturity securities in our investment portfolio had a maturity of less than one year and $0.4 million 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. During the three months ended March 31, 2020 , we incurred no other-than-temporary impairment charges relating to corporate debt securities. During the three months ended March 31, 2019, we incurred $0.3 million of other-than-temporary impairment charges relating to corporate debt securities which is included in Realized and other gains and losses, net on the Condensed Consolidated Statement of Operations. The impairment recorded relates to a corporate debt holding that had experienced a prolonged period of declining earnings and that we were 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. As of March 31, 2020 , we held corporate debt securities with a fair value of $7.8 million |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 , 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 March 31, 2020 and December 31, 2019 , of which we are not the primary beneficiary: March 31, 2020 December 31, 2019 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 567.2 $ 578.6 $ 440.2 $ 440.2 Investments in Unconsolidated Affiliates The Company holds variable interests in certain unconsolidated affiliates, outlined in the table above, which are primarily comprised of Dun & Bradstreet, the Equity Fund, Blue Ribbon and, to a lesser extent, funds that hold minority ownership interests primarily in healthcare-related entities. The principal risk to which these investments and funds are exposed is the credit risk of the underlying investees and the impact of equity market volatility on investments of the Equity Fund. We do not provide any implicit or explicit liquidity guarantees or principal value guarantees to these VIEs. The assets are included in investments in unconsolidated affiliates on the Condensed Consolidated Balance Sheets and accounted for under the equity method of accounting. See Note D for further discussion of our accounting for investments in unconsolidated affiliates. Maximum exposure related to these VIEs as of March 31, 2020 includes the book value of our investment in unconsolidated affiliates and an additional $11.3 million related to notes receivable from such affiliates, primarily related to our DIP Loan with Blue Ribbon. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: March 31, December 31, (In millions) 99 Term Loan $ 20.2 $ 30.9 99 Revolver 12.5 3.0 99 DLOC Loan — — Margin Facility — 75.0 Brasada Interstate Loans 13.3 13.4 FNF Revolver — — Other 2.9 4.8 Notes payable, total $ 48.9 $ 127.1 Less: Notes payable, current 6.3 7.0 Notes payable, long term $ 42.6 $ 120.1 At March 31, 2020 , 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 that 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 March 31, 2020 . 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 March 31, 2020 , interest on the 99 Term Loan and 99 Revolver is payable monthly at a rate of 4.13% and 5.38% , respectively, and there is $12.5 million of aggregate borrowing capacity 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 "Original Loan Agreement"), and certain other related agreements, with Credit Suisse AG (in such capacity, "Administrative Agent") and other lenders thereto. On December 18, 2019, the Borrower entered into an Amended and Restated Margin Loan Agreement (the “Amended Loan Agreement”) with the lenders thereto, the Administrative Agent, and others which amended the Original Loan Agreement. Pursuant to the Amended Loan Agreement, the Borrower could 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. The Original Loan Agreement was secured by a first priority lien on 25.0 million shares of Ceridian held by the Company which was contributed to the Borrower prior to any draws under the Margin Facility. On November 13, 2019 and December 18, 2019, 5,000,000 and 200,000 shares, respectively, of Ceridian were released from such lien. On February 18, 2020, the Borrower repaid the remaining $75.0 million outstanding under the Margin Facility and terminated the Amended Loan Agreement. Accordingly, all of the Company's holdings of Ceridian common stock have been released from the first priority lien under the terminated Margin Facility. 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 ("C Note") 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 March 31, 2020 , the B Note and Line of Credit Loan incurred interest at 3.90% , the C Note incurred interest at 3.61% , and there was $3.8 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 an 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. As of March 31, 2020 , there was no outstanding balance under the FNF Revolver and there was $100.0 million remaining borrowing capacity. Gross principal maturities of notes payable at March 31, 2020 are as follows (in millions): 2020 (remaining) $ 6.6 2021 6.6 2022 6.5 2023 18.9 2024 0.5 Thereafter 10.7 $ 49.8 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, depart from customary litigation or regulatory inquiries incidental to our business. Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state 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 March 31, 2020 and December 31, 2019 , we had $0.1 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. Blue Ribbon Reorganization On January 27, 2020, Blue Ribbon, which owns the Village Inn, Baker's Square and Legendary Baking concepts, filed a petition for voluntary chapter 11 reorganization with the U.S. Bankruptcy Court for the District of Delaware in connection with the Blue Ribbon Reorganization. The Blue Ribbon Reorganization does not involve or affect the operations of O’Charley’s, LLC or 99 Restaurants, LLC, which are not part of Blue Ribbon. In conjunction with the Blue Ribbon Reorganization, we have agreed to provide the DIP Loan of up to $20.0 million to Blue Ribbon and its subsidiaries. As of March 31, 2020, we have provided $11.0 million of financing to Blue Ribbon and its subsidiaries under the DIP Loan. Unconditional Purchase Obligations The Restaurant Group has unconditional purchase obligations with various vendors. These purchase obligations are primarily food and beverage obligations with fixed commitments in regards to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. We used both historical and projected volume and pricing as of March 31, 2020 to determine the amount of the obligations. Purchase obligations as of March 31, 2020 are as follows (in millions): 2020 (remaining) $ 106.9 2021 75.0 2022 32.4 2023 8.4 2024 7.9 Thereafter 10.5 Total purchase commitments $ 241.1 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. As discussed in Notes A and D, as of March 31, 2020 we no longer account for our investment in Ceridian under the equity method of accounting for equity investments. As a result of our reduction in influence over Ceridian and change in our accounting for our investment, we no longer consider Ceridian a reportable segment. As of and for the three months ended March 31, 2020 : Restaurant Group Dun & Bradstreet Corporate and Other Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 169.9 $ — $ — $ — $ 169.9 Other operating revenues — 395.3 3.1 (395.3 ) 3.1 Revenues from external customers 169.9 395.3 3.1 (395.3 ) 173.0 Interest, investment and other income, including realized and other gains and losses, net 7.8 90.3 909.5 (90.3 ) 917.3 Total revenues and other income 177.7 485.6 912.6 (485.6 ) 1,090.3 Depreciation and amortization 7.7 134.3 0.7 (134.3 ) 8.4 Interest expense (3.1 ) (83.0 ) (0.7 ) 83.0 (3.8 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (20.9 ) (1.0 ) 881.1 1.0 860.2 Income tax (benefit) expense — (74.3 ) 169.4 74.3 169.4 (Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates (20.9 ) 73.3 711.7 (73.3 ) 690.8 Equity in (losses) earnings of unconsolidated affiliates (5.2 ) 0.6 (57.6 ) 9.5 (52.7 ) Net (loss) earnings $ (26.1 ) $ 73.9 $ 654.1 $ (63.8 ) $ 638.1 Assets $ 419.7 $ 9,172.4 $ 2,285.4 $ (9,172.4 ) $ 2,705.1 Goodwill 53.5 2,850.8 — (2,850.8 ) 53.5 As of and for the three months ended March 31, 2019 : Restaurant Group Dun & Bradstreet Corporate and Other Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 257.8 $ — $ — $ — $ 257.8 Other operating revenues — 174.1 4.5 (174.1 ) 4.5 Revenues from external customers 257.8 174.1 4.5 (174.1 ) 262.3 Interest investment and other income, including realized and other gains and losses, net 0.7 5.4 11.9 (5.4 ) 12.6 Total revenues and other income 258.5 179.5 16.4 (179.5 ) 274.9 Depreciation and amortization 9.7 80.5 0.7 (80.5 ) 10.4 Interest expense (1.0 ) (49.1 ) (2.7 ) 49.1 (3.7 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (8.1 ) (111.6 ) 5.9 111.6 (2.2 ) Income tax (benefit) expense (0.1 ) (30.4 ) (5.9 ) 30.4 (6.0 ) (Loss) earnings before equity in earnings of unconsolidated affiliates (8.0 ) (81.2 ) 11.8 81.2 3.8 Equity in earnings (losses) of unconsolidated affiliates — 0.1 2.9 (24.4 ) (21.4 ) Net (loss) earnings $ (8.0 ) $ (81.1 ) $ 14.7 $ 56.8 $ (17.6 ) Assets $ 670.7 $ 9,161.0 $ 1,287.1 $ (9,161.0 ) $ 1,957.8 Goodwill 76.5 2,797.6 — (2,797.6 ) $ 76.5 The activities in our segments include the following: • Restaurant Group. This segment consists of the operations of O'Charley's and 99 Restaurants, in which we have 65.4% and 88.5% ownership interests, respectively, and our portion of Blue Ribbon's losses accounted for as an unconsolidated affiliate. The full results of Blue Ribbon are included through January 27, 2020, the date of commencement of the Blue Ribbon Reorganization. O'Charley's and its affiliates are the owners and operators of the O'Charley's restaurant concept. 99 Restaurants and its affiliates are the owners and operators of Ninety Nine Restaurants restaurant concept. Blue Ribbon and its affiliates are the owners and operators of the Village Inn and Bakers Square food service and restaurant concepts, as well as the Legendary Baking bakery operation. • Dun & Bradstreet. This segment consists of our 24.3% ownership interest in Dun & Bradstreet. Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Its mission is to deliver a global network of trust, enabling clients to transform uncertainty into confidence, risk into opportunity and potential into prosperity. Clients embed D&B's trusted, end-to-end solutions into their daily workflows to enhance salesforce productivity, gain visibility into key markets, inform commercial credit decisions and confirm that suppliers are financially viable and compliant with laws and regulations. Dun & Bradstreet's solutions support its clients’ mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes. Dun & Bradstreet's global commercial database as of December 31, 2019 contained more than 355 million business records. 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 D&B 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 Dun & Bradstreet Elimination section of the segment presentation above. Our net earnings for the quarter ended March 31, 2019, includes our equity in Dun & Bradstreet’s losses for the period from February 8, 2019, the date we made our initial investment in D&B, to March 31, 2019. See Note D for further discussion of our investment in Dun & Bradstreet and related accounting. • Corporate and Other. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
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. Three months ended March 31, 2020 2019 (In millions) Cash paid during the period: Interest $ 2.3 $ 2.8 Income taxes 0.2 — Operating leases 11.5 15.7 Non-cash investing and financing activities: Lease liabilities recognized in exchange for new lease right-of-use assets $ — $ 5.1 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Our revenue consists of: Three months ended March 31, 2020 2019 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 167.0 $ 245.3 Bakery sales Restaurant Group 2.2 11.0 Franchise and other Restaurant Group 0.7 1.5 Total restaurant revenue 169.9 257.8 Other operating revenue: Real estate and resort Corporate and other 2.8 4.4 Other Corporate and other 0.3 0.1 Total other operating revenue 3.1 4.5 Total operating revenues $ 173.0 $ 262.3 Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, 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. Bakery sales represent revenue from subsidiaries of Blue Ribbon through January 27, 2020. 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. Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. Contract Balances The following table provides information about receivables and deferred revenue: March 31, December 31, 2020 2019 (In millions) Trade receivables, net $ 3.2 $ 16.0 Deferred revenue (contract liabilities) 16.2 26.4 Deferred revenue is recorded primarily for restaurant gift card sales. The unrecognized portion of such revenue is recorded as Deferred revenue in the Condensed Consolidated Balance Sheets. Revenue of $10.5 million was recognized in the three months ended March 31, 2020 that was included in Deferred revenue at the beginning of the period. There was no impairment related to contract balances. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goo dwill consists of the following: Restaurant Group Corporate Total (In millions) Balance, December 31, 2019 $ 66.1 $ — $ 66.1 Impairments (7.7 ) — (7.7 ) Deconsolidation of Blue Ribbon (4.9 ) — (4.9 ) Balance, March 31, 2020 $ 53.5 $ — $ 53.5 For the three months ended March 31, 2020, we recorded $7.7 million of impairment to goodwill in our Restaurant Group segment. The impairment recorded was calculated as the deficit between the carrying value of our O'Charley's reporting unit of our Restaurant Group compared to the fair value of the reporting unit determined by performing a combination of discounted cash flow and market approaches. For the three months ended March 31, 2020, we recorded $4.5 million of impairment to tradenames in our Restaurant Group segment. Both impairment charges are a result of a decrease in forecasted revenue and cash flows and increased uncertainty in future revenue and cash flow projections resulting from government imposed social restrictions and other mitigation measures in response to the COVID-19 pandemic beginning primarily in mid-March 2020. See Note A for further discussion of our deconsolidation of Blue Ribbon as a result of the Blue Ribbon Reorganization. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations T-System On December 31, 2019, we completed the contribution (the "T-System Contribution") of T-System Holdings, Inc. ("T-System") to a new joint venture known as Coding Solutions Topco, Inc ("Coding Solutions"). As a result of the T-System Contribution, T-System was deconsolidated and the results of operations of T-System have been reclassified to discontinued operations in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2019. We retained a 22.7% equity interest in Coding Solutions. A reconciliation of the operations of T-System to the Condensed Consolidated Statement of Operations is shown below: Three months ended March 31, 2019 (Unaudited) Revenues: Other operating revenue $ 12.2 Total operating revenues 12.2 Operating expenses: Personnel costs 8.3 Depreciation and amortization 3.5 Other operating expenses 3.9 Total operating expenses 15.7 Operating loss (3.5 ) Loss from discontinued operations before income taxes (3.5 ) Income tax benefit (1.2 ) Loss from discontinued operations $ (2.3 ) |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 . 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. The CSA has an initial three-year term and after the initial three-year term, if the CSA is not mutually terminated by us or FNF prior to the expiration of the initial three-year term, it will automatically renew for successive one-year terms on mutually agreeable arm's length terms unless FNF and Cannae mutually agree to terminate the agreement. Both FNF and Cannae believe expense allocations pursuant to the CSA 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 | 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. |
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. |
Restricted Cash | Restricted Cash |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740) |
Revenue Recognition | Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, 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. Bakery sales represent revenue from subsidiaries of Blue Ribbon through January 27, 2020. 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. 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. |
Basis of Financial Statements_2
Basis of Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Change in Accounting Principle | The elimination of the three-month reporting lag for our equity investment in Dun & Bradstreet resulted in the adjustments as of and for the periods indicated below (in millions, except per share amounts). Three Months Ended March 31, 2019 As Previously Reported As Adjusted Difference (in millions, except per share amounts) Condensed Consolidated Statements of Operations Income tax benefit $ (4.8 ) $ (7.2 ) $ (2.4 ) Equity in earnings (losses) of unconsolidated affiliates 2.9 (21.4 ) (24.3 ) Net earnings (loss) 2.0 (19.9 ) (21.9 ) Net earnings (loss) attributable to Cannae Holdings $ 5.1 $ (16.8 ) $ (21.9 ) Per Share Data: Basic Basic earnings (loss) per share attributable to Cannae Holdings common shareholders $ 0.07 $ (0.24 ) $ (0.31 ) Diluted Diluted earnings (loss) per share attributable to Cannae Holdings common shareholders $ 0.07 $ (0.24 ) $ (0.31 ) Condensed Consolidated Statements of Comprehensive Earnings Net earnings (loss) $ 2.0 $ (19.9 ) $ (21.9 ) Unrealized gain relating to investments in unconsolidated affiliates 6.2 5.9 (0.3 ) Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. $ 11.7 $ (10.5 ) $ (22.2 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Future Undiscounted Payments Under Operating Lease Arrangements Under ASC Topic 842 | Future payments under operating lease arrangements as of March 31, 2020 are now as follows (in millions): 2020 (remaining) $ 28.8 2021 37.4 2022 29.9 2023 25.9 2024 17.0 Thereafter 88.3 Total lease payments, undiscounted $ 227.3 Less: discount 62.2 Total operating lease liability as of March 31, 2020, at present value $ 165.1 Less: operating lease liability as of March 31, 2020, current 26.7 Operating lease liability as of March 31, 2020, long term $ 138.4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 , respectively: March 31, 2020 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 26.1 $ 26.1 Investment in Ceridian 993.4 — — 993.4 Total $ 993.4 $ — $ 26.1 $ 1,019.5 December 31, 2019 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 19.2 $ 19.2 Total $ — $ — $ 19.2 $ 19.2 |
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 months ended March 31, 2020 and 2019 (in millions). Three months ended March 31, 2020 Three months ended March 31, 2019 Corporate debt Corporate debt securities securities Fair value, beginning of period $ 19.2 $ 17.8 Impairment (1) — (0.3 ) Net valuation gain included in other comprehensive earnings (2) 6.9 — Fair value, end of period $ 26.1 $ 17.5 _____________________________________ (1) Included in Realized and other gains and losses, net 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 (Loss) |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments and Equity in Earnings of Unconsolidated Affiliates | Investments in unconsolidated affiliates recorded using the equity method of accounting as of March 31, 2020 and December 31, 2019 consisted of the following (in millions): Ownership at March 31, 2020 March 31, December 31, Dun & Bradstreet 24.3 % $ 396.5 $ 385.9 Ceridian (1) 13.7 % — 309.5 Equity Fund 49.0 % 134.3 46.7 AmeriLife 20.3 % 125.0 — Other various 103.4 94.4 Total $ 759.2 $ 836.5 _____________________________________ (1) Investment in Ceridian is no longer accounted for under the equity method of accounting as of March 31, 2020. Equity in earnings (losses) of unconsolidated affiliates for the three months ended March 31, 2020 and March 31, 2019 consisted of the following (in millions): Three months ended March 31, 2020 Three months ended March 31, 2019 Dun & Bradstreet $ 10.1 $ (24.3 ) Ceridian (1) 1.5 2.6 Equity Fund (58.8 ) — AmeriLife — — Other (5.5 ) 0.3 Total $ (52.7 ) $ (21.4 ) _____________________________________ (1) Fiscal year 2020 amount represents the Company's equity in earnings of Ceridian in the three months ended March 31, 2020 prior to the change in accounting for the investment as of March 31, 2020. We acquired our initial interest in Dun & Bradstreet's parent on February 8, 2019. The results of operations for the three months ended March 31, 2019 presented below represents Dun & Bradstreet's results of operations subsequent to our acquisition. March 31, December 31, (In millions) Total current assets $ 570.1 $ 417.9 Goodwill and other intangible assets, net 7,994.2 8,091.5 Other assets 608.1 603.4 Total assets $ 9,172.4 $ 9,112.8 Current liabilities $ 927.7 $ 1,090.4 Long-term debt 4,023.9 3,818.9 Other non-current liabilities 1,568.5 1,594.0 Total liabilities 6,520.1 6,503.3 Preferred equity 1,032.8 1,030.6 Total capital 1,619.5 1,578.9 Total liabilities and equity $ 9,172.4 $ 9,112.8 Three months ended March 31, 2020 Period from February 8, 2019 to March 31, 2019 (In millions) Total revenues $ 395.3 $ 174.1 Loss before income taxes (1.0 ) (111.6 ) Net income (loss) 73.9 (81.1 ) Dividends attributable to preferred equity and noncontrolling interest expense (32.4 ) (18.3 ) Net income (loss) attributable to Dun & Bradstreet 41.5 (99.4 ) March 31, December 31, (In millions) Due from brokers and counterparties $ 393.5 $ 93.2 Cash and cash equivalents — 45.2 Derivative contracts, at fair value — 2.4 Other assets 0.1 — Total assets $ 393.6 $ 140.8 Derivative contracts, at fair value $ 118.1 $ — Capital received in advance — 45.2 Other liabilities 1.4 0.2 Total liabilities 119.5 45.4 Net assets $ 274.1 $ 95.4 Three months ended March 31, 2020 (In millions) Total net investment loss $ (0.3 ) Realized gain on securities and derivative contracts 0.5 Change in unrealized loss on derivative contracts (120.5 ) Change in net assets from operations (120.3 ) |
Schedule of Carrying Amounts and Fair Values of Available for Sale Securities | The carrying amounts and fair values of our available for sale fixed maturity securities at March 31, 2020 and December 31, 2019 are as follows: March 31, 2020 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 26.1 $ 19.9 $ 6.4 $ (0.2 ) $ 26.1 Total $ 26.1 $ 19.9 $ 6.4 $ (0.2 ) $ 26.1 December 31, 2019 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 19.2 $ 19.6 $ 0.7 $ (1.1 ) $ 19.2 Total $ 19.2 $ 19.6 $ 0.7 $ (1.1 ) $ 19.2 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 , of which we are not the primary beneficiary: March 31, 2020 December 31, 2019 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 567.2 $ 578.6 $ 440.2 $ 440.2 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: March 31, December 31, (In millions) 99 Term Loan $ 20.2 $ 30.9 99 Revolver 12.5 3.0 99 DLOC Loan — — Margin Facility — 75.0 Brasada Interstate Loans 13.3 13.4 FNF Revolver — — Other 2.9 4.8 Notes payable, total $ 48.9 $ 127.1 Less: Notes payable, current 6.3 7.0 Notes payable, long term $ 42.6 $ 120.1 |
Gross Principal Maturities of Notes Payable | Gross principal maturities of notes payable at March 31, 2020 are as follows (in millions): 2020 (remaining) $ 6.6 2021 6.6 2022 6.5 2023 18.9 2024 0.5 Thereafter 10.7 $ 49.8 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligations | Purchase obligations as of March 31, 2020 are as follows (in millions): 2020 (remaining) $ 106.9 2021 75.0 2022 32.4 2023 8.4 2024 7.9 Thereafter 10.5 Total purchase commitments $ 241.1 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | Summarized financial information concerning our reportable segments is shown in the following tables. As discussed in Notes A and D, as of March 31, 2020 we no longer account for our investment in Ceridian under the equity method of accounting for equity investments. As a result of our reduction in influence over Ceridian and change in our accounting for our investment, we no longer consider Ceridian a reportable segment. As of and for the three months ended March 31, 2020 : Restaurant Group Dun & Bradstreet Corporate and Other Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 169.9 $ — $ — $ — $ 169.9 Other operating revenues — 395.3 3.1 (395.3 ) 3.1 Revenues from external customers 169.9 395.3 3.1 (395.3 ) 173.0 Interest, investment and other income, including realized and other gains and losses, net 7.8 90.3 909.5 (90.3 ) 917.3 Total revenues and other income 177.7 485.6 912.6 (485.6 ) 1,090.3 Depreciation and amortization 7.7 134.3 0.7 (134.3 ) 8.4 Interest expense (3.1 ) (83.0 ) (0.7 ) 83.0 (3.8 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (20.9 ) (1.0 ) 881.1 1.0 860.2 Income tax (benefit) expense — (74.3 ) 169.4 74.3 169.4 (Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates (20.9 ) 73.3 711.7 (73.3 ) 690.8 Equity in (losses) earnings of unconsolidated affiliates (5.2 ) 0.6 (57.6 ) 9.5 (52.7 ) Net (loss) earnings $ (26.1 ) $ 73.9 $ 654.1 $ (63.8 ) $ 638.1 Assets $ 419.7 $ 9,172.4 $ 2,285.4 $ (9,172.4 ) $ 2,705.1 Goodwill 53.5 2,850.8 — (2,850.8 ) 53.5 As of and for the three months ended March 31, 2019 : Restaurant Group Dun & Bradstreet Corporate and Other Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 257.8 $ — $ — $ — $ 257.8 Other operating revenues — 174.1 4.5 (174.1 ) 4.5 Revenues from external customers 257.8 174.1 4.5 (174.1 ) 262.3 Interest investment and other income, including realized and other gains and losses, net 0.7 5.4 11.9 (5.4 ) 12.6 Total revenues and other income 258.5 179.5 16.4 (179.5 ) 274.9 Depreciation and amortization 9.7 80.5 0.7 (80.5 ) 10.4 Interest expense (1.0 ) (49.1 ) (2.7 ) 49.1 (3.7 ) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (8.1 ) (111.6 ) 5.9 111.6 (2.2 ) Income tax (benefit) expense (0.1 ) (30.4 ) (5.9 ) 30.4 (6.0 ) (Loss) earnings before equity in earnings of unconsolidated affiliates (8.0 ) (81.2 ) 11.8 81.2 3.8 Equity in earnings (losses) of unconsolidated affiliates — 0.1 2.9 (24.4 ) (21.4 ) Net (loss) earnings $ (8.0 ) $ (81.1 ) $ 14.7 $ 56.8 $ (17.6 ) Assets $ 670.7 $ 9,161.0 $ 1,287.1 $ (9,161.0 ) $ 1,957.8 Goodwill 76.5 2,797.6 — (2,797.6 ) $ 76.5 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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. Three months ended March 31, 2020 2019 (In millions) Cash paid during the period: Interest $ 2.3 $ 2.8 Income taxes 0.2 — Operating leases 11.5 15.7 Non-cash investing and financing activities: Lease liabilities recognized in exchange for new lease right-of-use assets $ — $ 5.1 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Three months ended March 31, 2020 2019 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 167.0 $ 245.3 Bakery sales Restaurant Group 2.2 11.0 Franchise and other Restaurant Group 0.7 1.5 Total restaurant revenue 169.9 257.8 Other operating revenue: Real estate and resort Corporate and other 2.8 4.4 Other Corporate and other 0.3 0.1 Total other operating revenue 3.1 4.5 Total operating revenues $ 173.0 $ 262.3 |
Contract Balances | The following table provides information about receivables and deferred revenue: March 31, December 31, 2020 2019 (In millions) Trade receivables, net $ 3.2 $ 16.0 Deferred revenue (contract liabilities) 16.2 26.4 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goo dwill consists of the following: Restaurant Group Corporate Total (In millions) Balance, December 31, 2019 $ 66.1 $ — $ 66.1 Impairments (7.7 ) — (7.7 ) Deconsolidation of Blue Ribbon (4.9 ) — (4.9 ) Balance, March 31, 2020 $ 53.5 $ — $ 53.5 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of Operations | A reconciliation of the operations of T-System to the Condensed Consolidated Statement of Operations is shown below: Three months ended March 31, 2019 (Unaudited) Revenues: Other operating revenue $ 12.2 Total operating revenues 12.2 Operating expenses: Personnel costs 8.3 Depreciation and amortization 3.5 Other operating expenses 3.9 Total operating expenses 15.7 Operating loss (3.5 ) Loss from discontinued operations before income taxes (3.5 ) Income tax benefit (1.2 ) Loss from discontinued operations $ (2.3 ) |
Basis of Financial Statements -
Basis of Financial Statements - Principles of Consolidation and Basis of Presentation (Details) - Fidelity National Financial, Inc. | Nov. 17, 2017 |
Related Party Transaction [Line Items] | |
Services Agreement, term | 3 years |
Services Agreement, renewal term | 1 year |
Basis of Financial Statements_3
Basis of Financial Statements - Recent Developments (Details) - USD ($) shares in Millions, $ in Millions | May 12, 2020 | May 08, 2020 | Mar. 18, 2020 | Feb. 21, 2020 | May 07, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Jan. 27, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Investment in Ceridian | $ 993.4 | $ 993.4 | $ 993.4 | ||||||||
Realized and other gains and losses, net | 915.1 | $ 1.6 | |||||||||
Investment in partnership | 759.2 | $ 836.5 | 759.2 | 759.2 | |||||||
Prepaid expenses and other current assets | 35 | 64.4 | 35 | 35 | |||||||
Ceridian | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sale of stock (in shares) | 3.9 | ||||||||||
Proceeds from sale of stock | $ 283.7 | ||||||||||
Gain on sale of stock in equity method investment | $ 223.1 | ||||||||||
Owned investment (in shares) | 19.8 | ||||||||||
Outstanding voting equity | 13.70% | ||||||||||
Investment in Ceridian | 993.4 | 993.4 | 993.4 | ||||||||
Investment in partnership | $ 0 | 309.5 | $ 0 | $ 0 | |||||||
Ceridian | Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Sale of stock (in shares) | 1.8 | ||||||||||
Blue Ribbon | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Outstanding voting equity | 65.40% | 65.40% | 65.40% | 65.40% | |||||||
Debtor-in-possession financing to be provided | $ 20 | ||||||||||
Realized and other gains and losses, net | $ 26.5 | ||||||||||
Investment in partnership | $ 33.6 | ||||||||||
Other than temporary impairment of investment | $ 18.6 | ||||||||||
AmeriLife | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Outstanding voting equity | 20.30% | 20.30% | 20.30% | 20.30% | |||||||
Investment in partnership | $ 125 | $ 0 | $ 125 | $ 125 | |||||||
Additional investment | $ 125 | ||||||||||
AmeriLife | Cannae and Other Investors | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Additional investment | $ 617 | ||||||||||
Equity Fund | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Outstanding voting equity | 49.00% | 49.00% | 49.00% | 49.00% | |||||||
Investment in partnership | $ 134.3 | $ 46.7 | $ 134.3 | $ 134.3 | |||||||
Additional investment | $ 90.9 | 101.2 | 192.1 | ||||||||
Equity Fund | Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Additional investment | $ 50 | ||||||||||
Blue Ribbon | Equity Method Investee | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Prepaid expenses and other current assets | 11 | $ 11 | $ 11 | ||||||||
Forecast | Ceridian | Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from sale of stock | $ 115.9 | ||||||||||
Ceridian | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Unrealized gain upon change in accounting | $ 684.9 |
Basis of Financial Statements_4
Basis of Financial Statements - Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Antidilutive shares excluded from calculation of diluted earnings per share (in shares) | 0 | 200,000 |
Basis of Financial Statements_5
Basis of Financial Statements - Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Income tax benefit | $ 169.4 | $ (6) | |
Effective tax rate | 19.70% | 272.70% | |
Deferred tax liability | $ 124.5 | $ 0 | |
Deferred tax asset | 0 | $ 54.5 | |
Change in deferred taxes | $ 179 |
Basis of Financial Statements_6
Basis of Financial Statements - Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $ 11.4 | $ 11.4 |
Basis of Financial Statements_7
Basis of Financial Statements - Change in Accounting Principle for Equity investments (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Consolidated Statements of Operations | ||
Income tax benefit | $ (7.2) | |
Equity in (losses) earnings of unconsolidated affiliates | $ (52.7) | (21.4) |
Net earnings (loss) | 638.1 | (19.9) |
Net earnings (loss) attributable to Cannae Holdings | $ 647.7 | $ (16.8) |
Basic | ||
Basic earnings (loss) per share attributable to Cannae Holdings common shareholders (in usd per share) | $ 8.19 | $ (0.24) |
Diluted | ||
Diluted earnings (loss) per share attributable to Cannae Holdings common shareholders (in usd per share) | $ 8.17 | $ (0.24) |
Condensed Consolidated Statements of Comprehensive Earnings | ||
Net earnings (loss) | $ 638.1 | $ (19.9) |
Unrealized gain relating to investments in unconsolidated affiliates | 5.9 | |
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | $ 693.4 | (10.5) |
As Previously Reported | ||
Condensed Consolidated Statements of Operations | ||
Income tax benefit | (4.8) | |
Equity in (losses) earnings of unconsolidated affiliates | 2.9 | |
Net earnings (loss) | 2 | |
Net earnings (loss) attributable to Cannae Holdings | $ 5.1 | |
Basic | ||
Basic earnings (loss) per share attributable to Cannae Holdings common shareholders (in usd per share) | $ 0.07 | |
Diluted | ||
Diluted earnings (loss) per share attributable to Cannae Holdings common shareholders (in usd per share) | $ 0.07 | |
Condensed Consolidated Statements of Comprehensive Earnings | ||
Net earnings (loss) | $ 2 | |
Unrealized gain relating to investments in unconsolidated affiliates | 6.2 | |
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | 11.7 | |
Difference | ||
Condensed Consolidated Statements of Operations | ||
Income tax benefit | (2.4) | |
Equity in (losses) earnings of unconsolidated affiliates | (24.3) | |
Net earnings (loss) | (21.9) | |
Net earnings (loss) attributable to Cannae Holdings | $ (21.9) | |
Basic | ||
Basic earnings (loss) per share attributable to Cannae Holdings common shareholders (in usd per share) | $ (0.31) | |
Diluted | ||
Diluted earnings (loss) per share attributable to Cannae Holdings common shareholders (in usd per share) | $ (0.31) | |
Condensed Consolidated Statements of Comprehensive Earnings | ||
Net earnings (loss) | $ (21.9) | |
Unrealized gain relating to investments in unconsolidated affiliates | (0.3) | |
Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. | $ (22.2) |
Leases - Future Undiscounted Pa
Leases - Future Undiscounted Payments Under Operating Lease Arrangements Under ASC Topic 842 (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (remaining) | $ 28.8 | |
2021 | 37.4 | |
2022 | 29.9 | |
2023 | 25.9 | |
2024 | 17 | |
Thereafter | 88.3 | |
Total lease payments, undiscounted | 227.3 | |
Less: discount | 62.2 | |
Total operating lease liability as of March 31, 2020, at present value | 165.1 | |
Less: operating lease liability as of March 31, 2020, current | 26.7 | $ 41.5 |
Operating lease liability as of March 31, 2020, long term | $ 138.4 | $ 199.7 |
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 | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Fixed-maturity securities available for sale: | ||
Corporate debt securities | $ 26.1 | $ 19.2 |
Investment in Ceridian | 993.4 | |
Total | 1,019.5 | 19.2 |
Level 1 | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 0 | 0 |
Investment in Ceridian | 993.4 | |
Total | 993.4 | 0 |
Level 2 | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 0 | 0 |
Investment in Ceridian | 0 | |
Total | 0 | 0 |
Level 3 | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 26.1 | 19.2 |
Investment in Ceridian | 0 | |
Total | $ 26.1 | $ 19.2 |
Level 3 | Discount Rate | Minimum | ||
Fixed-maturity securities available for sale: | ||
Discount rate | 0.140 | |
Level 3 | Discount Rate | Maximum | ||
Fixed-maturity securities available for sale: | ||
Discount rate | 0.145 | |
Level 3 | Discount Rate | Weighted Average | ||
Fixed-maturity securities available for sale: | ||
Discount rate | 0.145 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Fair Values of Level 3 Assets Measured on a Recurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Impairment | $ 0 | $ (300,000) |
Corporate debt securities | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 19,200,000 | 17,800,000 |
Impairment | 0 | (300,000) |
Net valuation gain included in other comprehensive earnings | 6,900,000 | 0 |
Fair value, end of period | $ 26,100,000 | $ 17,500,000 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||||
Corporate debt securities, with maturity of less than one year | $ 25,700,000 | $ 25,700,000 | ||
Corporate debt securities, with maturity of more than one year and less than five years | 400,000 | 400,000 | ||
Other-than-temporary impairment charges related to corporate debt securities | 0 | $ 300,000 | ||
QOMPLX | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Investment without readily determinable fair value | 22,500,000 | $ 22,500,000 | ||
Ceridian | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Unrealized gain upon change in accounting | $ 684,900,000 | |||
Corporate debt securities | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Debt securities held with previously recognized other than temporary impairment | $ 7,800,000 |
Investments - Schedule of Inves
Investments - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | Mar. 18, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Feb. 21, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||||
Investments in unconsolidated affiliates | $ 836.5 | $ 759.2 | $ 759.2 | |||
Equity in losses of unconsolidated affiliates | $ (52.7) | $ (21.4) | ||||
Dun & Bradstreet | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest, equity method investment | 24.30% | 24.30% | ||||
Investments in unconsolidated affiliates | 385.9 | $ 396.5 | $ 396.5 | |||
Equity in losses of unconsolidated affiliates | 10.1 | (24.3) | ||||
Payments to acquire equity method investments | 0 | 502.7 | ||||
Ceridian | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest, equity method investment | 13.70% | |||||
Investments in unconsolidated affiliates | $ 309.5 | 0 | $ 0 | |||
Equity in losses of unconsolidated affiliates | $ 1.5 | 2.6 | ||||
Equity Fund | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest, equity method investment | 49.00% | 49.00% | 49.00% | |||
Investments in unconsolidated affiliates | $ 46.7 | $ 134.3 | $ 134.3 | |||
Equity in losses of unconsolidated affiliates | (58.8) | 0 | ||||
Payments to acquire equity method investments | 90.9 | $ 101.2 | $ 192.1 | |||
AmeriLife | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest, equity method investment | 20.30% | 20.30% | 20.30% | |||
Investments in unconsolidated affiliates | 0 | $ 125 | $ 125 | |||
Equity in losses of unconsolidated affiliates | 0 | 0 | ||||
Payments to acquire equity method investments | $ 125 | |||||
Other | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Investments in unconsolidated affiliates | $ 94.4 | 103.4 | $ 103.4 | |||
Equity in losses of unconsolidated affiliates | $ (5.5) | $ 0.3 | ||||
Ceridian | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity securities, FV-NI, ownership percentage | 13.70% | 13.70% |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information, D&B (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Combined Balance Sheets | ||||
Total current assets | $ 491.4 | $ 630.9 | ||
Total assets | 2,705.1 | $ 1,957.8 | 2,092.2 | |
Current liabilities | 152.1 | 198.7 | ||
Long-term debt | 48.9 | 127.1 | ||
Total liabilities | 500.1 | 562.4 | ||
Total capital | 2,205 | 1,202.5 | 1,529.8 | $ 1,199.7 |
Total liabilities and equity | 2,705.1 | 2,092.2 | ||
Condensed Combined Statements of Earnings | ||||
Total revenues | 1,090.3 | 274.9 | ||
Net earnings (loss) | 638.1 | (19.9) | ||
Unconsolidated affiliates | Dun & Bradstreet | ||||
Condensed Combined Balance Sheets | ||||
Total current assets | 570.1 | 417.9 | ||
Goodwill and other intangible assets, net | 7,994.2 | 8,091.5 | ||
Other assets | 608.1 | 603.4 | ||
Total assets | 9,172.4 | 9,112.8 | ||
Current liabilities | 927.7 | 1,090.4 | ||
Long-term debt | 4,023.9 | 3,818.9 | ||
Other non-current liabilities | 1,568.5 | 1,594 | ||
Total liabilities | 6,520.1 | 6,503.3 | ||
Preferred equity | 1,032.8 | 1,030.6 | ||
Total capital | 1,619.5 | 1,578.9 | ||
Total liabilities and equity | 9,172.4 | $ 9,112.8 | ||
Condensed Combined Statements of Earnings | ||||
Total revenues | 395.3 | 174.1 | ||
Loss before income taxes | (1) | (111.6) | ||
Net earnings (loss) | 73.9 | (81.1) | ||
Dividends attributable to preferred equity and noncontrolling interest expense | (32.4) | (18.3) | ||
Net income (loss) attributable to Dun & Bradstreet | $ 41.5 | $ (99.4) |
Investments - Schedule of Sum_2
Investments - Schedule of Summarized Financial Information, Equity Fund (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Investments in Unconsolidated Affiliates | |||
Cash and cash equivalents | $ 444.3 | $ 533.7 | |
Total assets | 2,705.1 | 2,092.2 | $ 1,957.8 |
Total liabilities | 500.1 | 562.4 | |
Equity Fund | Unconsolidated affiliates | |||
Investments in Unconsolidated Affiliates | |||
Due from brokers and counterparties | 393.5 | 93.2 | |
Cash and cash equivalents | 0 | 45.2 | |
Derivative contracts, at fair value | 0 | 2.4 | |
Other assets | 0.1 | 0 | |
Total assets | 393.6 | 140.8 | |
Derivative contracts, at fair value | 118.1 | 0 | |
Capital received in advance | 0 | 45.2 | |
Other liabilities | 1.4 | 0.2 | |
Total liabilities | 119.5 | 45.4 | |
Net assets | 274.1 | $ 95.4 | |
Equity in Losses of Unconsolidated Affiliates | |||
Total net investment loss | (0.3) | ||
Realized gain on securities and derivative contracts | 0.5 | ||
Change in unrealized loss on derivative contracts | (120.5) | ||
Change in net assets from operations | $ (120.3) |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amounts and Fair Values of Available for Sale Securities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Fixed maturity securities available for sale: | ||
Cost Basis | $ 19.9 | $ 19.6 |
Unrealized Gains | 6.4 | 0.7 |
Unrealized Losses | (0.2) | (1.1) |
Fair Value | 26.1 | 19.2 |
Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Cost Basis | 19.9 | 19.6 |
Unrealized Gains | 6.4 | 0.7 |
Unrealized Losses | (0.2) | (1.1) |
Fair Value | 26.1 | 19.2 |
Carrying Value | ||
Fixed maturity securities available for sale: | ||
Fair Value | 26.1 | 19.2 |
Carrying Value | Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Fair Value | $ 26.1 | $ 19.2 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Variable Interest Entity, Not Primary Beneficiary - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||
Total Assets | $ 567.2 | $ 440.2 |
Maximum Exposure | 578.6 | $ 440.2 |
Blue Ribbon | Prepaid Expenses and Other Current Assets | ||
Variable Interest Entity [Line Items] | ||
Maximum Exposure | $ 11.3 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Notes payable, total | $ 48,900,000 | $ 127,100,000 |
Less: Notes payable, current | 6,300,000 | 7,000,000 |
Notes payable, long term | 42,600,000 | 120,100,000 |
99 Term Loan | Notes payable to banks | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 20,200,000 | 30,900,000 |
99 Revolver | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 12,500,000 | 3,000,000 |
99 DLOC Loan | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
Margin Facility | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 75,000,000 |
Brasada Interstate Loans | Notes payable to banks | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 13,300,000 | 13,400,000 |
FNF Revolver | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
Other | Notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 2,900,000 | $ 4,800,000 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | Feb. 18, 2020 | Dec. 18, 2019 | Nov. 13, 2019 | Dec. 21, 2018 | Nov. 07, 2018 | Nov. 17, 2017 | Jan. 29, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jun. 13, 2018 |
Line of Credit Facility [Line Items] | |||||||||||
Repayment of debt | $ 91,200,000 | $ 1,000,000 | |||||||||
Additional line of credit | 48,900,000 | $ 127,100,000 | |||||||||
99 Restaurants Credit Facility | Revolver Note | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Additional line of credit | $ 12,500,000 | 3,000,000 | |||||||||
99 Restaurants Credit Facility | 99 Restaurants | Revolver Note | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate borrowing capacity | $ 15,000,000 | ||||||||||
Interest rate | 5.38% | ||||||||||
Amount available to be drawn | $ 12,500,000 | ||||||||||
99 Restaurants Credit Facility | 99 Restaurants | Revolver Note | Base Rate | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Interest rate basis | 2.50% | ||||||||||
99 Restaurants Credit Facility | 99 Restaurants | Revolver Note | LIBOR | |||||||||||
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 | 4.13% | ||||||||||
Additional line of credit | $ 20,200,000 | 30,900,000 | |||||||||
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 | ||||||||||
Shares pledged as collateral (in shares) | 25,000,000 | ||||||||||
Shares pledged as collateral, shares released (in shares) | 200,000 | 5,000,000 | |||||||||
Repayment of debt | $ 75,000,000 | ||||||||||
Additional line of credit | 0 | 75,000,000 | |||||||||
Brasada Interstate Credit Agreement | Notes payable to banks | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Additional line of credit | $ 13,300,000 | 13,400,000 | |||||||||
Brasada Interstate Credit Agreement | NV Brasada | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate borrowing capacity | $ 17,000,000 | ||||||||||
Brasada Interstate Credit Agreement | NV Brasada | Notes payable to banks | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Variable rate interest | 3.90% | ||||||||||
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 | Acquisition Loan, B Note | LIBOR | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Interest rate basis | 2.25% | ||||||||||
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 | $ 3,800,000 | ||||||||||
Additional line of credit | $ 3,600,000 | ||||||||||
Brasada Credit Agreement, Note C | NV Brasada | Notes payable to banks | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Variable rate interest | 3.61% | ||||||||||
FNF Revolver | Revolver Note | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate borrowing capacity | $ 100,000,000 | ||||||||||
Amount available to be drawn | $ 100,000,000 | ||||||||||
Additional line of credit | $ 0 | $ 0 | |||||||||
Maximum borrowing increment | $ 1,000,000 | ||||||||||
Anniversary term | 5 years | ||||||||||
Term of automatic extension | 5 years | ||||||||||
FNF Revolver | Revolver Note | LIBOR | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Interest rate basis | 4.50% |
Notes Payable - Gross Principal
Notes Payable - Gross Principal Maturities of Notes Payable (Details) $ in Millions | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2020 (remaining) | $ 6.6 |
2021 | 6.6 |
2022 | 6.5 |
2023 | 18.9 |
2024 | 0.5 |
Thereafter | 10.7 |
Total Long Term Debt | $ 49.8 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jan. 27, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | |||
Accrual for legal proceedings | $ 0.1 | $ 0.1 | |
Prepaid expenses and other current assets | 35 | $ 64.4 | |
Blue Ribbon | |||
Loss Contingencies [Line Items] | |||
Debtor-in-possession financing to be provided | $ 20 | ||
Blue Ribbon | Equity Method Investee | |||
Loss Contingencies [Line Items] | |||
Prepaid expenses and other current assets | $ 11 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 (remaining) | $ 106.9 |
2020 | 75 |
2021 | 32.4 |
2022 | 8.4 |
2023 | 7.9 |
Thereafter | 10.5 |
Total purchase commitments | $ 241.1 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 173 | $ 262.3 | |
Interest, investment and other income, including realized and other gains and losses, net | 917.3 | 12.6 | |
Total revenues and other income | 1,090.3 | 274.9 | |
Depreciation and amortization | 8.4 | 10.4 | |
Interest expense | (3.8) | (3.7) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 860.2 | (2.2) | |
Income tax (benefit) expense | 169.4 | (6) | |
Earnings before equity in losses of unconsolidated affiliates | 690.8 | 3.8 | |
Equity in (losses) earnings of unconsolidated affiliates | (52.7) | (21.4) | |
Earnings (loss) from continuing operations | 638.1 | (17.6) | |
Assets | 2,705.1 | 1,957.8 | $ 2,092.2 |
Goodwill | 53.5 | 76.5 | 66.1 |
Dun & Bradstreet Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (395.3) | (174.1) | |
Interest, investment and other income, including realized and other gains and losses, net | (90.3) | (5.4) | |
Total revenues and other income | (485.6) | (179.5) | |
Depreciation and amortization | (134.3) | (80.5) | |
Interest expense | 83 | 49.1 | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 1 | 111.6 | |
Income tax (benefit) expense | 74.3 | 30.4 | |
Earnings before equity in losses of unconsolidated affiliates | (73.3) | 81.2 | |
Equity in (losses) earnings of unconsolidated affiliates | 9.5 | (24.4) | |
Earnings (loss) from continuing operations | (63.8) | 56.8 | |
Assets | (9,172.4) | (9,161) | |
Goodwill | (2,850.8) | (2,797.6) | |
Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 169.9 | 257.8 | |
Restaurant revenue | Dun & Bradstreet Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Other operating revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 3.1 | 4.5 | |
Other operating revenue | Dun & Bradstreet Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (395.3) | (174.1) | |
Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 169.9 | 257.8 | |
Goodwill | 53.5 | 66.1 | |
Restaurant Group | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 169.9 | 257.8 | |
Interest, investment and other income, including realized and other gains and losses, net | 7.8 | 0.7 | |
Total revenues and other income | 177.7 | 258.5 | |
Depreciation and amortization | 7.7 | 9.7 | |
Interest expense | (3.1) | (1) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (20.9) | (8.1) | |
Income tax (benefit) expense | 0 | (0.1) | |
Earnings before equity in losses of unconsolidated affiliates | (20.9) | (8) | |
Equity in (losses) earnings of unconsolidated affiliates | (5.2) | 0 | |
Earnings (loss) from continuing operations | (26.1) | (8) | |
Assets | 419.7 | 670.7 | |
Goodwill | 53.5 | 76.5 | |
Restaurant Group | Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 167 | 245.3 | |
Restaurant Group | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 169.9 | 257.8 | |
Restaurant Group | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Dun & Bradstreet | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 395.3 | 174.1 | |
Interest, investment and other income, including realized and other gains and losses, net | 90.3 | 5.4 | |
Total revenues and other income | 485.6 | 179.5 | |
Depreciation and amortization | 134.3 | 80.5 | |
Interest expense | (83) | (49.1) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (1) | (111.6) | |
Income tax (benefit) expense | (74.3) | (30.4) | |
Earnings before equity in losses of unconsolidated affiliates | 73.3 | (81.2) | |
Equity in (losses) earnings of unconsolidated affiliates | 0.6 | 0.1 | |
Earnings (loss) from continuing operations | 73.9 | (81.1) | |
Assets | 9,161 | ||
Goodwill | 2,850.8 | 2,797.6 | |
Dun & Bradstreet | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Dun & Bradstreet | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 395.3 | 174.1 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 0 | $ 0 | |
Corporate and Other | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 3.1 | 4.5 | |
Interest, investment and other income, including realized and other gains and losses, net | 909.5 | 11.9 | |
Total revenues and other income | 912.6 | 16.4 | |
Depreciation and amortization | 0.7 | 0.7 | |
Interest expense | (0.7) | (2.7) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 881.1 | 5.9 | |
Income tax (benefit) expense | 169.4 | (5.9) | |
Earnings before equity in losses of unconsolidated affiliates | 711.7 | 11.8 | |
Equity in (losses) earnings of unconsolidated affiliates | (57.6) | 2.9 | |
Earnings (loss) from continuing operations | 654.1 | 14.7 | |
Assets | 2,285.4 | 1,287.1 | |
Goodwill | 0 | 0 | |
Corporate and Other | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Corporate and Other | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 3.1 | $ 4.5 |
Segment Information - Narrative
Segment Information - Narrative (Details) - record record in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Mar. 31, 2020 | Feb. 21, 2020 | Jan. 27, 2020 | |
Segment Reporting Information [Line Items] | ||||
Number of business records (more than) | 355 | |||
99 Restaurants | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, equity method investment | 88.50% | |||
Blue Ribbon | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, equity method investment | 65.40% | 65.40% | ||
Ceridian | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, equity method investment | 13.70% | |||
Dun & Bradstreet | ||||
Segment Reporting Information [Line Items] | ||||
Ownership interest, equity method investment | 24.30% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid during the period: | ||
Interest | $ 2.3 | $ 2.8 |
Income taxes | 0.2 | 0 |
Operating leases | 11.5 | 15.7 |
Non-cash investing and financing activities: | ||
Lease liabilities recognized in exchange for new lease right-of-use assets | $ 0 | $ 5.1 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 173 | $ 262.3 |
Restaurant sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 169.9 | 257.8 |
Restaurant Group | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 169.9 | 257.8 |
Restaurant Group | Restaurant sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 167 | 245.3 |
Restaurant Group | Bakery sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 2.2 | 11 |
Restaurant Group | Franchise and other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 0.7 | 1.5 |
Corporate and Other | Real estate and resort | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 2.8 | 4.4 |
Corporate and Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 0.3 | 0.1 |
Total other operating revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 3.1 | $ 4.5 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables, net | $ 3.2 | $ 16 |
Deferred revenue (contract liabilities) | 16.2 | $ 26.4 |
Revenue recognized that was included in deferred revenue | $ 10.5 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance, December 31, 2019 | $ 66.1 | |
Goodwill impairment | (7.7) | $ 0 |
Deconsolidation of Blue Ribbon | (4.9) | |
Balance, March 31, 2020 | 53.5 | $ 76.5 |
Restaurant Group | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2019 | 66.1 | |
Goodwill impairment | (7.7) | |
Deconsolidation of Blue Ribbon | (4.9) | |
Balance, March 31, 2020 | 53.5 | |
Corporate and Other | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2019 | 0 | |
Goodwill impairment | 0 | |
Deconsolidation of Blue Ribbon | 0 | |
Balance, March 31, 2020 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Trade Names | Restaurant Group | |
Indefinite-lived Intangible Assets [Line Items] | |
Impairment of intangible assets | $ 4.5 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) | Dec. 31, 2019 |
Coding Solutions | T-System Holdings, Inc. | Discontinued Operations, Held-for-sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Ownership interest after sale (as a percent) | 22.70% |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
Loss from discontinued operations | $ 0 | $ (2.3) |
T-System Holdings, Inc. | Discontinued Operations, Held-for-sale | ||
Revenues: | ||
Other operating revenue | 12.2 | |
Total operating revenues | 12.2 | |
Operating expenses: | ||
Personnel costs | 8.3 | |
Depreciation and amortization | 3.5 | |
Other operating expenses | 3.9 | |
Total operating expenses | 15.7 | |
Operating loss | (3.5) | |
Loss from discontinued operations before income taxes | (3.5) | |
Income tax benefit | (1.2) | |
Loss from discontinued operations | $ (2.3) |
Uncategorized Items - cnne03312
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 15,500,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 20,500,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (5,000,000) |