Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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, $0.0001 par value | |
Trading Symbol | CNNE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 91,655,025 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001704720 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 439.7 | $ 724.7 |
Fixed maturity securities available for sale, at fair value | 35.8 | 35.2 |
Other current assets | 40.5 | 84.3 |
Assets held for sale - see Note J | 76.9 | 0 |
Total current assets | 592.9 | 844.2 |
Equity securities, at fair value | 1,232.3 | 1,799.1 |
Investments in unconsolidated affiliates | 2,011.1 | 1,453 |
Lease assets | 182.1 | 202.3 |
Property and equipment, net | 119.6 | 145.8 |
Other intangible assets, net | 29.2 | 51.8 |
Goodwill | 53.4 | 53.4 |
Other long term investments and non-current assets | 84.8 | 63.8 |
Total assets | 4,305.4 | 4,613.4 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 78 | 93.2 |
Lease liabilities, current | 23.2 | 26.2 |
Income taxes payable | 64.8 | 47.4 |
Deferred revenue | 17 | 23.9 |
Notes payable, current | 13.9 | 11.3 |
Liabilities held for sale - see Note J | 40.2 | 0 |
Total current liabilities | 237.1 | 202 |
Lease liabilities, long term | 176.8 | 195.6 |
Deferred tax liability | 244.8 | 325.3 |
Notes payable, long term | 45.8 | 52.2 |
Accounts payable and other accrued liabilities, long term | 50.6 | 53.1 |
Total liabilities | 755.1 | 828.2 |
Commitments and contingencies - see Note G | ||
Equity: | ||
Cannae common stock, 0.0001 par value; authorized 115,000,000 shares as of March 31, 2021 and December 31, 2020; outstanding of 91,655,025 and 91,651,257 shares as of March 31, 2021 and December 31, 2020, respectively, and issued of 92,395,733 and 92,391,965 shares as of March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Preferred stock, 0.0001 par value; authorized 10,000,000 shares; issued and outstanding, none as of March 31, 2021 and December 31, 2020 | 0 | 0 |
Retained earnings | 1,696.7 | 1,929.8 |
Additional paid-in capital | 1,878.3 | 1,875.8 |
Less: Treasury stock, 740,708 shares as of March 31, 2021 and December 31, 2020, respectively, at cost | (21.1) | (21.1) |
Accumulated other comprehensive loss | (8.7) | (4.9) |
Total Cannae shareholders' equity | 3,545.2 | 3,779.6 |
Noncontrolling interests | 5.1 | 5.6 |
Total equity | 3,550.3 | 3,785.2 |
Total liabilities and equity | $ 4,305.4 | $ 4,613.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 outstanding (in shares) | 91,655,025 | 91,651,257 |
Common stock issued (in shares) | 92,395,733 | 92,391,965 |
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) | 740,708 | 740,708 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total operating revenues | $ 171.9 | $ 173 |
Operating expenses: | ||
Cost of restaurant revenue | 147.7 | 153.1 |
Personnel costs | 12 | 29.2 |
Depreciation and amortization | 7.9 | 8.4 |
Other operating expenses | 40.3 | 27.9 |
Goodwill impairment | 0 | 7.7 |
Total operating expenses | 207.9 | 226.3 |
Operating loss | (36) | (53.3) |
Other income (expense): | ||
Interest, investment and other income | 0.9 | 2.2 |
Interest expense | (2.1) | (3.8) |
Recognized (losses) gains, net | (312.5) | 915.1 |
Total other (expense) income | (313.7) | 913.5 |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (349.7) | 860.2 |
Income tax (benefit) expense | (62) | 169.4 |
(Loss) earnings before equity in earnings (losses) of unconsolidated affiliates | (287.7) | 690.8 |
Equity in earnings (losses) of unconsolidated affiliates | 53.9 | (52.7) |
Net loss | (233.8) | 638.1 |
Less: Net loss attributable to non-controlling interests | (0.7) | (9.6) |
Net (loss) earnings attributable to Cannae Holdings, Inc. common shareholders | $ (233.1) | $ 647.7 |
Basic | ||
Net earnings per share (in usd per share) | $ (2.55) | $ 8.19 |
Diluted | ||
Net earnings per share (in usd per share) | $ (2.55) | $ 8.17 |
Weighted Average Shares Outstanding | ||
Weighted average shares outstanding Cannae Holdings common stock, basic basis (in shares) | 91.5 | 79.1 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis (in shares) | 91.6 | 79.3 |
Restaurant revenue | ||
Revenues: | ||
Total operating revenues | $ 167.3 | $ 169.9 |
Other operating revenue | ||
Revenues: | ||
Total operating revenues | $ 4.6 | $ 3.1 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) EARNINGS - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (233.8) | $ 638.1 | |
Other comprehensive (loss) earnings, net of tax: | |||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 0.5 | 5.3 |
Unrealized earnings (loss) of investments in unconsolidated affiliates | [2] | (4.6) | (3.9) |
Reclassification adjustments for unrealized earnings and losses of unconsolidated affiliates, net of tax, included in net earnings | [3] | 0.3 | 44.3 |
Other comprehensive (loss) earnings | (3.8) | 45.7 | |
Comprehensive (loss) earnings | (237.6) | 683.8 | |
Less: Comprehensive loss attributable to noncontrolling interests | (0.7) | (9.6) | |
Comprehensive (loss) earnings attributable to Cannae Holdings, Inc. common shareholders | $ (236.9) | $ 693.4 | |
[1] | Net of income tax expense of $0.1 million and $1.4 million for the three months ended March 31, 2021 and 2020, respectively. | ||
[2] | Net of income tax benefit of $1.2 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. | ||
[3] | Net of income tax expense of $0.1 million and $11.8 million for the three months ended March 31, 2021 and 2020, respectively. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) EARNINGS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized (losses) gain on investments and other financial instruments, net, income tax expense | $ 0.1 | $ 1.4 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) On Equity Method Investments Arising During Period, Tax | 1.2 | 1 |
Reclassification adjustments for unrealized gains and losses of unconsolidated affiliates, tax expense | $ 0.1 | $ 11.8 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total | Unconsolidated affiliates | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalUnconsolidated affiliates | Retained Earnings | Accumulated Other Comp (Loss) Earnings | Treasury Stock | Non-controlling Interests | ||
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] | |||||||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments, net of tax | 5.3 | [1] | 5.3 | ||||||||
Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax | (3.9) | [2] | (3.9) | ||||||||
Reclassification adjustments for unrealized gains and losses on investments and other financial instruments, net of tax, (excluding investments in unconsolidated affiliates) included in net earnings | 44.3 | 44.3 | |||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss | [3] | 44.3 | |||||||||
Restaurant Group reorganization and deconsolidation of Legendary Baking and VIBSQ | (5.1) | 5.2 | (10.3) | ||||||||
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) | |||||||||
Contribution of CSA services from FNF | 0.4 | 0.4 | |||||||||
Stock-based compensation | 1.1 | $ 2.7 | 1.1 | $ 2.7 | |||||||
Net (loss) earnings | 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 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 92.4 | 0.7 | |||||||||
Beginning balance at Dec. 31, 2020 | 3,785.2 | $ 0 | 1,875.8 | 1,929.8 | (4.9) | $ (21.1) | 5.6 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments, net of tax | 0.5 | [1] | 0.5 | ||||||||
Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax | (4.6) | [2] | (4.6) | ||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss | 0.3 | [3] | 0.3 | ||||||||
Stock-based compensation | 0.7 | $ 1.8 | 0.7 | $ 1.8 | |||||||
Subsidiary dividends paid to noncontrolling interests | 0.2 | 0.2 | |||||||||
Net (loss) earnings | (233.8) | (233.1) | (0.7) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 92.4 | 0.7 | |||||||||
Ending balance at Mar. 31, 2021 | $ 3,550.3 | $ 0 | $ 1,878.3 | $ 1,696.7 | $ (8.7) | $ (21.1) | $ 5.1 | ||||
[1] | Net of income tax expense of $0.1 million and $1.4 million for the three months ended March 31, 2021 and 2020, respectively. | ||||||||||
[2] | Net of income tax benefit of $1.2 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. | ||||||||||
[3] | Net of income tax expense of $0.1 million and $11.8 million for the three months ended March 31, 2021 and 2020, respectively. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net (loss) earnings | $ (233.8) | $ 638.1 | |
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Depreciation and amortization | 7.9 | 8.4 | |
Equity in (earnings) losses of unconsolidated affiliates | (53.9) | 52.7 | |
Distributions from investments in unconsolidated affiliates | 5.1 | 0.5 | |
Recognized gains and losses and asset impairments, net | 312.4 | (902) | |
Lease asset amortization | 5.8 | 6.2 | |
Stock-based compensation cost | 0.7 | 1.1 | |
Changes in assets and liabilities, net of effects from acquisitions: | |||
Net decrease in trade receivables | 4.5 | 8.7 | |
Net decrease (increase) in other assets | 27.2 | (10.9) | |
Net decrease in lease liabilities | (6.7) | (8.2) | |
Net (decrease) increase in accounts payable, accrued liabilities, deferred revenue and other liabilities | (0.8) | 2 | |
Net change in income taxes | (62.4) | 169.1 | |
Net cash provided by (used in) operating activities | 6 | (34.3) | |
Cash flows from investing activities: | |||
Proceeds from sale of investment securities and investments in unconsolidated affiliates | 2.5 | 0 | |
Proceeds from partial sale of Ceridian shares | 0 | 283.7 | |
Additions to property and equipment and other intangible assets | (1.9) | (13.6) | |
Collections of notes receivable | 1.6 | 0 | |
Additions to notes receivable | (12.5) | (11.2) | |
Proceeds from sales of property and equipment | 5.4 | 0 | |
Investments in Paysafe, net of subscription fees | (494.4) | 0 | |
Purchase of warrants of Austerlitz II | (29.6) | 0 | |
Additional investments in unconsolidated affiliates | (35.1) | (226.2) | |
Proceeds from equity offering, net of offering expenses | 0 | (1.1) | |
Distributions from investments in unconsolidated affiliates | 281.2 | 0 | |
Net proceeds from sales and maturities of short-term investment securities | 0 | (0.3) | |
Net cash (used in) provided by investing activities | (282.8) | 31.3 | |
Cash flows from financing activities: | |||
Borrowings | 4.6 | 12.5 | |
Debt service payments | (9) | (91.2) | |
Subsidiary distributions paid to noncontrolling interest shareholders | 0.3 | 0 | |
Sale of noncontrolling interest in consolidated subsidiary | 0 | 3.1 | |
Treasury stock repurchases | 0 | (10.8) | |
Net cash used in financing activities | (4.1) | (86.4) | |
Net decrease in cash and cash equivalents | (280.9) | (89.4) | |
Cash and cash equivalents of LB and VIBSQ classified as held for sale - see Note J | (4.1) | 0 | |
Cash and cash equivalents at beginning of period | 724.7 | 533.7 | $ 533.7 |
Cash and cash equivalents at end of period | $ 439.7 | $ 444.3 | $ 724.7 |
Basis of Financial Statements
Basis of Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
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 engaged in actively managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets. Our primary investments as of March 31, 2021 include our minority ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"), Ceridian HCM Holding, Inc. ("Ceridian"), Paysafe Limited ("Paysafe"), Optimal Blue Holdco, LLC ("Optimal Blue"), AmeriLife Group, LLC ("AmeriLife") and QOMPLX, Inc. ("QOMPLX"); majority equity ownership stakes in O'Charley's Holdings, LLC ("O'Charley's") and 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled portfolio companies and minority equity and debt investments. See Note H for further discussion of the businesses comprising our reportable segments. We conduct our business through our wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Delaware limited liability company. Our board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of Trasimene Capital Management, LLC (“Trasimene” or our “Manager”). Principles of Consolidation and Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2020. All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method. Earnings attributable to noncontrolling interests are recorded on the Condensed Consolidated Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Condensed Consolidated Balance Sheets in each period. Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements (Note C). Actual results may differ from estimates. Recent Developments Dun & Bradstreet On January 8, 2021, D&B completed its acquisition of Bisnode Business Information Group AB (the "Bisnode Acquisition"). In connection with the Bisnode Acquisition, D&B issued an additional 6.2 million shares of its common stock, which resulted in a decrease in our ownership interest in D&B from approximately 18.1% to approximately 17.7%. Alight On January 25, 2021, Foley Trasimene Acquisition Corp. ("FTAC") entered into a business combination agreement with Alight Solutions ("Alight"), a leading cloud-based provider of integrated digital human capital and business solutions (the "FTAC Alight Business Combination"). Under the terms of the FTAC Alight Business Combination, FTAC will combine with Alight and Alight will become a publicly traded entity under the name “Alight, Inc.” and symbol ALIT. The FTAC Alight Business Combination will be funded with the cash held in trust at FTAC, forward purchase commitments, private investment in public equity (“PIPE”) commitments and equity of Alight. Completion of the FTAC Alight Business Combination is subject to approval by FTAC stockholders, the effectiveness of a registration statement to be filed with the SEC in connection with the transaction, and other customary closing conditions of SPAC business combinations, including the receipt of certain regulatory approvals. The FTAC Alight Business Combination is expected to close in the second quarter of 2021. On January 25, 2021, Cannae entered into an agreement to purchase 25,000,000 shares of Alight for $250.0 million as part of a subscription to the PIPE (the "Alight Subscription Agreement"). Upon consummation of the FTAC Alight Business Combination, our aggregate investment in Alight is expected to be $404.5 million, inclusive of Cannae's $150.0 million investment commitment under a forward purchase agreement with FTAC (the "FTAC FPA"), the Alight Subscription Agreement and our previous $4.5 million investment in the sponsor of FTAC, and we expect to receive 44,639,500 shares of common stock of Alight which represents approximately 8.3% of the pro forma outstanding common equity of Alight and 8,026,666 warrants to purchase one share of Alight common stock at $11.50 per share. Alight has agreed to pay us a placement fee of $6.3 million as consideration for our subscription. Paysafe On March 30, 2021, Foley Trasimene Acquisition Corp. II ("FTAC II") completed its previously announced merger with Paysafe Limited ("Paysafe"), a leading integrated payments platform (the "FTAC II Paysafe Merger"), in accordance with the agreement and plan of merger dated December 7, 2020. The newly combined company operates as Paysafe and is traded on the New York Stock Exchange ("NYSE") under the symbol PSFE. The FTAC II Paysafe Merger was funded with the cash held in trust at FTAC II, forward purchase commitments, PIPE commitments and equity of Paysafe. In conjunction with the FTAC II Paysafe Merger, Cannae funded its previously announced investments in Paysafe of (a) $350 million as part of our subscription to the PIPE and (b) $150 million as part of our forward purchase agreement with FTAC II entered into on July 31, 2020. For Cannae’s total investment in Paysafe of $504.7 million, Cannae received 54,294,395 common shares and 8,134,067 warrants of Paysafe (the "Paysafe Warrants"). As of March 31, 2021, Cannae, directly and indirectly through our 15% interest in the sponsor of FTAC II, holds approximately 54 million shares or 7.5% of the outstanding common equity of Paysafe. In connection with the investment in the PIPE, Paysafe paid Cannae a fee of $5.6 million as described in the agreement and plan of merger dated December 7, 2020 which was deducted from the basis of our investment. We account for our investment in common equity of Paysafe as an equity method investment and the Paysafe Warrants as a derivative instrument. See Note C and D for further discussion of our accounting for our investment in common equity of Paysafe. The Paysafe Warrants are included in Other long-term investments and non-current assets on our Condensed Consolidated Balance Sheet as of March 31, 2021. Forward Purchases of Equity of Special Purpose Acquisition Companies On February 25, 2021, we entered into a forward purchase agreement (the "Austerlitz I FPA") with Austerlitz Acquisition Corp. I (“Austerlitz I”), a special purpose acquisition company ("SPAC") whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "Austerlitz I Initial Business Combination"). Austerlitz is co-sponsored by entities affiliated with William P. Foley II. Under the Austerlitz I FPA, we will purchase an aggregate of 5,000,000 shares of Austerlitz I’s Class A common stock, plus an aggregate of 1,250,000 redeemable warrants to purchase one share of Austerlitz I's Class A common stock at $11.50 per share for an aggregate purchase price of $50.0 million in a private placement to occur concurrently with the closing of the Austerlitz I Initial Business Combination. Additionally, Cannae invested $1.6 million in the sponsor of Austerlitz I for a 10% indirect economic interest in the founder shares and warrants held by the sponsor. The Austerlitz I FPA is contingent upon the closing of the Austerlitz I Initial Business Combination. On February 25, 2021, we entered into a forward purchase agreement (the "Austerlitz II FPA") with Austerlitz Acquisition Corp. II (“Austerlitz II”), a SPAC whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "Austerlitz II Initial Business Combination"). Austerlitz II is co-sponsored by entities affiliated with the chairman of our Board of Directors ("Board"), William P. Foley II. Under the Austerlitz II FPA, we will purchase an aggregate of 12,500,000 shares of Austerlitz II’s Class A common stock, plus an aggregate of 3,125,000 redeemable warrants to purchase one share of Austerlitz II's Class A common stock at $11.50 per share for an aggregate purchase price of $125.0 million in a private placement to occur concurrently with the closing of the Austerlitz II Initial Business Combination. Additionally, Cannae directly invested $29.6 million for a 20% indirect economic interest in the founder shares held by the sponsor and a direct interest in 19,733,333 private placement warrants of Austerlitz II (the "Austerlitz II Warrants") at the initial public offering. The Austerlitz II FPA is contingent upon the closing of the Austerlitz II Initial Business Combination. Refer to Note C and E for further discussion of our accounting for the Forward Purchase Agreements (as defined in Note C) and the Austerlitz II Warrants. QOMPLX On March 1, 2021, Tailwind Acquisition Corp. ("Tailwind") entered into a business combination agreement to merge with QOMPLX (the "Tailwind QOMPLX Merger"). Completion of the Tailwind QOMPLX Merger is expected to occur in mid-2021, subject to approval by Tailwind’s stockholders and the satisfaction or waiver of other customary closing conditions identified in the business combination agreement entered into by QOMPLX and Tailwind Acquisition Corp. In conjunction with the Tailwind QOMPLX Merger, Cannae entered into an agreement to purchase 4.6 million shares of common stock of the combined company for $37.5 million as part of a subscription to the PIPE (the "Tailwind Subscription Agreement" and together with the Alight Subscription Agreement, the "Subscription Agreements"). Additionally, Cannae funded a convertible note for $12.5 million, of which the principal and accrued interest thereon will convert into common shares of the combined company upon consummation of the Tailwind QOMPLX Merger. Upon consummation of the Tailwind QOMPLX Merger, our aggregate investment in QOMPLX is expected to be $80.0 million, inclusive of Cannae's historical investment in preferred equity of QOMPLX, and we expect to receive approximately 23.7 million shares of common stock of QOMPLX which is expected to represent an approximate 16% ownership interest in QOMPLX. See Note C for further discussion of our accounting for the Tailwind Subscription Agreement. Restaurant Group In March 2021, we received preliminary, non-binding letters of intent to sell materially all of the assets and liabilities of Legendary Baking Holdings I, LLC ("Legendary Baking") and VIBSQ Holdco, LLC ("VIBSQ") and their subsidiaries (the "LOIs") . We currently own 100% of Legendary Baking and VIBSQ. The transactions contemplated by the LOIs are subject to the completion of due diligence by the buyers, receipt of regulatory approvals and other customary conditions. We expect to consummate the sale of Legendary Baking and VIBSQ in fiscal year 2021. See Note J for further discussion. Other Developments On March 1, 2021, we announced that our Board authorized a three On March 31, 2021, we closed on a $32.0 million investment in Sightline Payments LLC ("Sightline"), a fintech company that enables cashless, mobile and omni-channel payment solutions for the gaming, lottery, sports betting, entertainment and hospitality businesses. The investment represents 5.1% of the current outstanding membership interests in Sightline and is accounted for as an equity method investment. See Note C for further discussion of the Company's accounting for investments in unconsolidated affiliates. During the three months ended March 31, 2021, we received distributions of $280.6 million from our joint venture (the "Senator JV") with affiliates of Senator Investment Group, LP. We have no further material ownership interest in the Senator JV. Related Party Transactions During the three months ended March 31, 2021 and 2020, we incurred $7.6 million and $4.2 million, respectively, of management fee expenses payable to our Manager, and in the three months ended March 31, 2021, we incurred $17.1 million of carried interest expense related to monetizations of the Company's investments which are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations. Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three months ended March 31, 2021 and 2020, there were no antidilutive shares of restricted stock outstanding which were excluded from the calculation of diluted earnings per share. Income Tax Our effective tax rate was 17.7% and 19.7% in the three months ended March 31, 2021 and 2020, respectively. The decrease in the effective tax rate in the three-month period ended March 31, 2021 compared to the same period in 2020 was primarily attributable to the increased impact of equity in earnings of unconsolidated affiliates on pretax losses in the three months ended March 31, 2021 compared to the impact of equity in losses of unconsolidated affiliates on pretax earnings in the same period in 2020. We have a Deferred tax liability of $244.8 million as of March 31, 2021 and of $325.3 million as of December 31, 2020. The $80.5 million change in deferred taxes in the three months ended March 31, 2021 is primarily attributable to the tax impact of the fair value markdowns in Ceridian and the Forward Purchase Agreements. Restricted Cash Our Restaurant Group is required to hold cash collateralizing its outstanding letters of credit. Included in Cash and cash equivalents on our Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 is $12.5 million of such restricted cash. Recent Accounting Pronouncements We have completed our evaluation of the recently issued accounting pronouncements and we did not identify any that are expected to, if currently adopted, have a material impact on our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Our revenue consists of: Three months ended March 31, 2021 2020 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 158.1 $ 167.0 Bakery sales Restaurant Group 8.2 2.2 Franchise and other Restaurant Group 1.0 0.7 Total restaurant revenue 167.3 169.9 Other operating revenue: Real estate and resort Corporate and other 4.2 2.8 Other Corporate and other 0.4 0.3 Total other operating revenue 4.6 3.1 Total operating revenues $ 171.9 $ 173.0 Restaurant revenue consists of restaurant sales, bakery sales, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. 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 trade receivables and deferred revenue: March 31, December 31, 2021 2020 (In millions) Trade receivables, net $ 5.0 $ 17.6 Deferred revenue (contract liabilities) 17.0 23.9 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 $4.1 million was recognized in the three months ended March 31, 2021 that was included in Deferred revenue at the beginning of the period. There was no impairment related to contract balances. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy established by the accounting standards on fair value measurements includes three levels, which are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Consolidated 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, 2021 and December 31, 2020, respectively: March 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 35.8 $ 35.8 Equity securities: Ceridian 1,179.8 — — 1,179.8 Forward Purchase Agreements — — 13.9 13.9 Subscription Agreements — — 1.0 1.0 Austerlitz II Warrants — — 36.1 36.1 Other 1.5 — — 1.5 Total equity securities: 1,181.3 — 51.0 1,232.3 Other noncurrent assets: Paysafe Warrants 21.7 — — 21.7 Total Assets $ 1,203.0 $ — $ 86.8 $ 1,289.8 December 31, 2020 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 35.2 $ 35.2 Equity securities: Ceridian 1,491.8 — — 1,491.8 Forward Purchase Agreements — — 136.1 136.1 Paysafe Subscription Agreement — — 169.6 169.6 Other 1.6 — — 1.6 Total assets $ 1,493.4 $ — $ 340.9 $ 1,834.3 Fixed Maturity Securities 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 an income or a contingent claims approach was utilized in determining fair value of our Level 3 fixed-maturity securities available for sale. Discount rates are the primary unobservable inputs utilized for the securities valued using an income 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 7.0% to 17.5% as of March 31, 2021 and a weighted avera ge based on relative fair value of the underlying securities of 12.1%. Based on the total fair value of our Level 3 fixed-maturity securities available for sale as of March 31, 2021, changes in the discount rate utilized will not result in a fair value significantly different than the amount recorded. Equity Securities On June 5, 2020, we entered into a forward purchase agreement (the "Trebia FPA" and together with the FTAC FPA, Austerlitz I FPA, and the Austerlitz II FPA, the "Forward Purchase Agreements") with Trebia Acquisition Corp. (“Trebia”), a SPAC incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the "Trebia Initial Business Combination"). Trebia is co-sponsored by entities affiliated with the chairman and a member of our Board, William P. Foley II and Frank R. Martire, respectively. Under the Trebia FPA, we will purchase an aggregate of 7,500,000 Class A ordinary shares of Trebia, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share of Trebia at $11.50 per share for an aggregate purchase price of $75.0 million in a private placement to occur concurrently with the closing of the Trebia Initial Business Combination. The forward purchase is contingent upon the closing of the Trebia Initial Business Combination. The Forward Purchase Agreements and the Subscription Agreements are accounted for at fair value pursuant to ASC Topic 321 Investment - Equity Securities . We utilized a Monte Carlo Simulation in determining the fair value of these agreements, which is considered to be a Level 3 fair value measurement. The Monte Carlo Simulation model simulates the current security price to a simulated date for the consummation of the underlying initial business combination based on probabilities of consummation. The values of the agreements are then calculated as the difference between the future simulated price and the fixed purchase prices for the underlying securities to be purchased pursuant to the Forward Purchase Agreements and the Subscription Agreements. The primary unobservable input utilized in determining the fair value of the Forward Purchase Agreements and Subscription Agreements is the probability of consummation of the business combinations of each underlying transaction. The probabilities assigned to the consummation of the Austerlitz I Initial Business Combination, Austerlitz II Initial Business Combination, and the Trebia Initial Business Combination was 90% and the probability assigned to the consummation of the FTAC Alight Business Combination and the Tailwind QOMPLX Merger was 95%. Determination of such probabilities is based on a hybrid approach of both observed success rates of business combinations for SPACs and the sponsors of FTAC, Trebia, Austerlitz I, and Austerlitz II's track record for consummating similar transactions. The announced FTAC Alight Merger and Tailwind QOMPLX Merger were also considered in our determination of the probabilities. Based on the total fair value of the Forward Purchase Agreements and Subscription Agreements as of March 31, 2021, changes in the probabilities utilized will not result in a change in fair value that is significant or material to the Company's financial position or results of operations. The Austerlitz II Warrants are accounted for at fair value pursuant to ASC Topic 321 . We utilized a modified Black-Scholes option pricing formula in determining the fair value of the Austerlitz II Warrants, which is considered to be a Level 3 fair value measurement. The value is calculated based on the common stock price of Austerlitz II at the date of announcement as that is the underlying security. The primary unobservable inputs utilized in determining the fair value of the warrants is the 90% probability of success assigned to the consummation of the Austerlitz II Initial Business Combination (further discussed above). 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, 2021 and 2020 (in millions). Three months ended March 31, 2021 Three months ended March 31, 2020 Corporate debt Forward Purchase Subscription Austerlitz II Corporate debt securities Agreements Agreements Warrants Total securities Fair value, beginning of period $ 35.2 $ 136.1 $ 169.6 $ — $ 340.9 $ 19.2 Net valuation (loss) and gain included in earnings (1) — (21.6) 9.9 6.5 $ (5.2) — Reclassification to equity method investment in Paysafe and Paysafe Warrants — (100.6) (178.5) — $ (279.1) — Purchase of Austerlitz II Warrants — — — 29.6 $ 29.6 — Net valuation gain included in other comprehensive earnings (2) 0.6 — — — $ 0.6 6.9 Fair value, end of period $ 35.8 $ 13.9 $ 1.0 $ 36.1 $ 86.8 $ 26.1 _____________________________________ (1) Included in Recognized gains and (losses), net on the Condensed Consolidated Statements of Operations (2) Included in Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Condensed Consolidated Statements of Comprehensive (Loss) Earnings Transfers into or out of the Level 3 fair value category occur when unobservable inputs become more or less significant to the fair value measurement or upon a change in valuation technique. There were no transfers between Level 2 and Level 3 in the three months ended March 31, 2021 and 2020. All of the unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our Condensed Consolidated Statements of Comprehensive (Loss) Earnings for the three months ended March 31, 2021 and 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, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Equity Securities Gains on equity securities included in Recognized gains and losses, net on the Condensed Consolidated Statements of Operations consisted of the following for the three months ended March 31, 2021 and 2020 (in millions): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Net (losses) and gains recognized during the period on equity securities $ (317.5) $ 684.9 Less: net gains recognized during the period on equity securities sold or transferred during the period 9.8 — Unrealized (loss) and gains recognized during the reporting period on equity securities still held at the reporting date $ (327.3) $ 684.9 Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of March 31, 2021 and December 31, 2020 consisted of the following (in millions): Ownership at March 31, 2021 March 31, December 31, Dun & Bradstreet 17.7 % $ 657.2 $ 653.2 Paysafe (1) 6.9 % 746.9 — Optimal Blue 20.0 % 276.2 279.8 AmeriLife 19.8 % 115.4 121.1 Other various 215.4 398.9 Total $ 2,011.1 $ 1,453.0 _____________________________________ (1) Represents the Company's direct interest in Paysafe. The Company's 0.6% indirect interest in Paysafe held through the sponsor of FTAC II is presented in Other. Equity in (losses) earnings of unconsolidated affiliates for the three months ended March 31, 2021 and 2020 consisted of the following (in millions): Three months ended March 31, 2021 Three months ended March 31, 2020 Dun & Bradstreet (6.4) $ 10.1 Ceridian (1) — 1.5 Optimal Blue (4.0) — Senator JV (1.2) (58.8) AmeriLife (5.9) — Other 71.4 (5.5) Total $ 53.9 $ (52.7) _____________________________________ (1) The amount for the three months ended March 31, 2020 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 beginning March 31, 2020. Dun & Bradstreet Based on quoted market prices, the aggregate value of our ownership of Dun & Bradstreet common stock was $1.8 billion as of March 31, 2021. As of March 31, 2021, we hold less than 20% of the outstanding common equity of Dun & Bradstreet but continue to account for our investment under the equity method because we continue to exert significant influence through our 17.7% ownership, because certain of our senior management and directors serve on D&B's board of directors, and because we are party to an agreement with other of its equity sponsors, which collectively own greater than 50% of the outstanding voting equity of Dun & Bradstreet, pursuant to which we have agreed to collectively vote together on all matters related to the election of directors to the Dun & Bradstreet board of directors for a period of three years. Effective January 1, 2021, D&B made a change in accounting principle related to removal of lag accounting for its international operations which they believe to be preferable. The change in accounting policy was applied retrospectively by D&B. The impact of this change in accounting principle did not have a material impact to our results of operations or financial condition and was applied to our current period accounting for our investment in D&B. 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 Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. Financial information for the three months ended March 31, 2020 represents that of Star Parent, L.P. ("Star Parent"), the former parent of D&B through which the Company was invested prior to D&B's initial public offering in July 2020. March 31, December 31, (In millions) Total current assets $ 673.2 $ 874.4 Goodwill and other intangible assets, net 8,475.9 7,672.7 Other assets 775.8 673.2 Total assets $ 9,924.9 $ 9,220.3 Current liabilities $ 996.3 $ 828.1 Long-term debt 3,548.0 3,255.8 Other non-current liabilities 1,702.4 1,552.5 Total liabilities 6,246.7 5,636.4 Total equity 3,678.2 3,583.9 Total liabilities and equity $ 9,924.9 $ 9,220.3 Three months ended March 31, 2021 Three months ended March 31, 2020 (In millions) Total revenues $ 504.5 $ 395.7 Loss before income taxes (33.7) (0.6) Net (loss) income (23.3) 74.3 Dividends attributable to preferred equity and noncontrolling interest expense (1.7) (32.4) Net (loss) earnings attributable to Dun & Bradstreet (25.0) 41.9 Optimal Blue On September 15, 2020, we closed on our $289.0 million investment in Optimal Blue. Summarized financial information for Optimal Blue 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. March 31, December 31, (In millions) Total current assets $ 36.6 $ 38.0 Goodwill and other intangible assets, net 1,802.4 1,831.3 Other assets 100.9 100.1 Total assets $ 1,939.9 $ 1,969.4 Current liabilities $ 22.0 $ 28.9 Long-term debt 493.3 493.0 Other non-current liabilities 101.4 105.0 Total liabilities 616.7 626.9 Redeemable member's interest 578.0 578.0 Additional paid-in capital 815.2 813.0 Retained deficit (70.0) (48.5) Total redeemable member's interest and equity 1,323.2 1,342.5 Total liabilities, redeemable member's interest and equity $ 1,939.9 $ 1,969.4 Three Months Ended March 31, 2021 (In millions) Total revenues $ 41.6 Operating loss (17.2) Net loss (21.5) Paysafe On March 30, 2021, we closed on our $500.0 million investment in Paysafe. We account for our investment in Paysafe as an equity method investment. Based on quoted market prices, the aggregate value of our direct and indirect ownership of Paysafe common stock was $729.6 million as of March 31, 2021. As of March 31, 2021, we hold less than 20% of the outstanding common equity of Paysafe but we account for our investment under the equity method because we continue to exert significant influence through our 7.5% ownership, because certain of our senior management and directors serve on Paysafe's board of directors, and because we are party to an agreement with other of its equity investors pursuant to which we have the ability to appoint or be consulted on the election of the majority of the total directors of Paysafe. As of March 31, 2021, there is a $567.8 million difference between the amount of our recorded direct investment in Paysafe and the amount of the Company's ratable portion of the underlying equity in net assets of Paysafe. We are currently evaluating the accounting treatment of such difference. Because of the timing of the closing of the transaction, there is no equity in earnings or loss of Paysafe included in the Company's results of operations for the three months ended March 31, 2021. Preliminary summarized balance sheet information for Paysafe for the relevant dates and time periods included in Investments in unconsolidated affiliates in our Condensed Consolidated Balance Sheets is presented below. March 31, (In millions) Total current assets $ 1,978.0 Goodwill and other intangible assets, net 4,929.0 Other assets 70.5 Total assets $ 6,977.5 Current liabilities $ 1,757.0 Long-term debt 2,052.6 Other liabilities 425.2 Total liabilities 4,234.8 Total equity 2,742.7 Total liabilities and equity $ 6,977.5 AmeriLife On March 18, 2020, we closed on our $125.0 million investment in the AmeriLife Joint Venture. Summarized financial information for AmeriLife 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 account for our investment in AmeriLife as an equity method investment and report our equity in earnings or loss of AmeriLife on a three-month lag. Accordingly, 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 and our net earnings for the three months ended March 31, 2021 includes our equity in AmeriLife’s losses for the three months ended December 31, 2020. March 31, December 31, (In millions) Total current assets $ 140.7 $ 108.5 Goodwill and other intangible assets, net 1,576.6 1,370.4 Other assets 22.7 16.4 Total assets $ 1,740.0 $ 1,495.3 Current liabilities $ 80.3 $ 53.1 Long-term debt 801.2 645.2 Other non-current liabilities 24.4 14.7 Total liabilities 905.9 713.0 Member's equity 583.2 607.4 Noncontrolling interest - nonredeemable 250.9 174.9 Total member's equity 834.1 782.3 Total liabilities and member's equity $ 1,740.0 $ 1,495.3 Three Months Ended March 31, 2021 (In millions) Total revenues $ 131.0 Operating income (2.4) Net loss (13.7) Income attributable to noncontrolling interests 11.1 Net loss attributable to AmeriLife (24.8) Fixed Maturity Securities The carrying amounts and fair values of our available for sale fixed maturity securities at March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 Carrying Cost Basis Unrealized Unrealized Fair (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 35.8 $ 22.1 $ 13.7 $ — $ 35.8 Total $ 35.8 $ 22.1 $ 13.7 $ — $ 35.8 December 31, 2020 Carrying Cost Basis Unrealized Unrealized Fair (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 Total $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 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, 2021, $35.3 million of the fixed maturity securities in our investment portfolio had a maturity of less than one year and $0.5 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, 2021 and 2020, we incurred no other-than-temporary impairment charges relating to corporate debt securities. As of March 31, 2021, we held corporate debt securities with a fair value of $17.0 million for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize potential future impairment losses related to our investment portfolio. Unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our results of operations. Equity Security Investments Without Readily Determinable Fair Values We account for our investment in preferred equity of QOMPLX at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly market transactions . As of March 31, 2021, we have $30.0 million recorded for our investment in the equity of 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. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest EntitiesThe Company, in the normal course of business, engages in certain activities that involve variable interest entities ("VIEs"), which are legal entities in which a group of equity investors individually 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, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, of which we are not the primary beneficiary: March 31, 2021 December 31, 2020 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 86.8 $ 86.8 $ 299.7 $ 299.7 Forward Purchase Agreements and Subscription Agreements 14.9 14.9 305.7 305.7 Investments in Unconsolidated Affiliates We hold variable interests in certain unconsolidated affiliates, which are primarily comprised of our investments in the sponsors of FTAC, Trebia, Austerlitz I and Austerlitz II; and funds that hold minority ownership interests primarily in healthcare-related entities. Cannae does not have the power to direct the activities that most significantly impact the economic performance of these unconsolidated affiliates; therefore, we are not the primary beneficiary. The principal risk to which these investments and funds are exposed is the credit risk of the underlying investees. 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. Forward Purchase Agreements In addition to the Forward Purchase Agreements and Subscription Agreements, the Company made investments in the sponsors of FTAC, Trebia, Austerlitz I and Austerlitz II, which are considered VIEs for which we are not the primary beneficiary and are included in Investments in unconsolidated affiliates. The assets represented by the Forward Purchase Agreements and Subscription Agreements are accounted for as investments in equity securities pursuant to ASC 321 and are included in Equity securities on the Condensed Consolidated Balance Sheet as of March 31, 2021. See Notes C and D for further information on our accounting for equity securities. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: March 31, December 31, (In millions) 99 Term Loan $ 15.7 $ 16.8 99 Revolver 3.5 5.0 2020 Margin Facility — — FNF Revolver — — Brasada Interstate Loans 13.0 13.1 Other 27.5 28.6 Notes payable, total $ 59.7 $ 63.5 Less: Notes payable, current 13.9 11.3 Notes payable, long term $ 45.8 $ 52.2 At March 31, 2021, the carrying value of our outstanding notes payable approximates fair value. The respective carrying values of the loans under the 99 Restaurants Credit Facility and the B Note, Development Loan and Line of Credit Loan pursuant to the Interstate Credit Agreement, each as defined below, approximate fair value as they are variable rate instruments with monthly 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, 2021. 2020 Margin Facility On November 30, 2020, Cannae Funding C, LLC (“Borrower 1”), an indirect wholly-owned special purpose subsidiary of the “Company, and Cannae Funding D, LLC (“Borrower 2” and, together with Borrower 1, the “Borrowers”), an indirect wholly-owned special purpose subsidiary of the Company, entered into a Margin Loan Agreement (the “2020 Margin Facility”) with the lenders from time to time party thereto and Royal Bank of Canada. The Company concurrently entered into a Guaranty (the “Guaranty Agreement”) for the benefit of each of the lenders to the 2020 Margin Facility pro rata to their loan commitments, pursuant to which the Company absolutely, unconditionally and irrevocably guaranteed all of the Borrowers’ obligations under the 2020 Margin Facility for a period of up to one year after the later of (i) the conditions precedent to the obligations of the lenders under the Loan Agreement being met (the date when such conditions have been met, the “Closing Date”) or (ii) as relevant, additional collateral or additional loan commitments being provided. Under the 2020 Margin Facility, the Borrowers may initially borrow up to $100.0 million in revolving loans and, subject to certain terms and conditions, may enter into an amendment to the 2020 Margin Facility to borrow up to $500.0 million in revolving loans (including the initial revolving loans) from the same initial lender and/or additional lenders on substantially identical terms and conditions as the initial revolving loans. The 2020 Margin Facility matures on the 36-month anniversary of the Closing Date. All outstanding amounts under the 2020 Margin Facility bear interest quarterly at a rate per annum equal to a three-month LIBOR rate plus an applicable margin. Interest will be payable in kind unless the Borrowers elect to pay interest in cash or a cumulative cap is exceeded. The Borrowers’ obligations under the 2020 Margin Facility will be secured by a first priority lien on (i) 6,000,000 shares of common stock, par value $0.01 per share (the “Ceridian Common Stock”), of Ceridian, which the Company contributed to Borrower 1, and (ii) 19,000,000 shares of common stock, par value $0.0001 per share (the “DNB Common Stock”), of D&B, which the Company contributed to Borrower 2. The Borrowers may also, at their discretion, post up to an additional 4,000,000 shares of Ceridian Common Stock and/or 11,000,000 shares of DNB Common Stock as collateral for the revolving loans from time to time after the Closing Date, subject to certain notice, guaranty, average daily trading volume and other requirements. The 2020 Margin Facility requires the Borrowers to maintain a certain loan-to-value ratio (based on the value of Ceridian Common Stock and DNB Common Stock). In the event the Borrowers fail to maintain such loan-to-value ratio, the Borrowers must post additional cash collateral under the Loan Agreement and/or elect to repay a portion of the revolving loans thereunder, or sell the Ceridian Common Stock and/or DNB Common Stock and use the proceeds from such sale to prepay a portion of the revolving loans thereunder. As of March 31, 2021, there was no outstanding balance and $100.0 million of capacity under the 2020 Margin Facility with an option to increase the capacity to $500.0 million upon amendment. 99 Restaurants Credit Facility On December 21, 2018, 99 Restaurants LLC, a direct, wholly-owned subsidiary of 99 Restaurants entered into a credit agreement (the "99 Restaurants Credit Facility"), as amended from time to time, 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. 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. The 99 Restaurants Credit Facility also allows for 99 Restaurants LLC to request up to $5.0 million of letters of credit commitments and $2.5 million in swingline debt from Fifth Third Bank as the administrative agent. The obligations of the 99 Restaurants LLC under the 99 Restaurants Credit Facility are guaranteed by 99 Restaurants. The 99 Restaurants Credit Facility is subject to affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on the Borrower’s creation of liens, sales of assets, incurrence of indebtedness, restricted payments and transactions with affiliates. The 99 Restaurants Credit Facility includes customary events of default for facilities of this type (with customary grace periods, as applicable). The 99 Restaurants Credit Facility provides that, upon the occurrence of an event of default, Fifth Third Bank, as administrative agent, may (i) declare the principal of, and any and all accrued and unpaid interest and all other amounts owed in respect of, the loans immediately due and payable, (ii) terminate loan commitments and (iii) exercise all other rights and remedies available to Fifth Third Bank or the lenders under the loan documents. On December 1, 2020, 99 Restaurants LLC entered into a waiver, consent and amendment to the 99 Restaurants Credit Facility pursuant to which a payment was made, and the borrowing capacity under the 99 Revolver was permanently reduced by, $7.5 million, the borrowing capacity under the 99 Revolver will be reduced by another $2.5 million in 2021, the applicable margin was increased by 1.00% with respect to both Base Rate Loans and LIBOR Loans, the lender's commitment to provide the 99 DLOC Loan was terminated, and certain of the financial covenants were added or waived until the second quarter of 2021, among other changes. As of March 31, 2021, interest on the 99 Term Loan and 99 Revolver is payable monthly at a rate of 4.63% and 6.75%, respectively, and there is $2.0 million of aggregate borrowing capacity under the 99 Revolver. Brasada Interstate Loans On January 29, 2016, FNF NV Brasada, LLC, an Oregon limited liability company and majority-owned subsidiary of Cannae ("NV Brasada"), entered into a credit agreement with an aggregate borrowing capacity of $17.0 million (the “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"). 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 $6.3 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 $6.3 million ("B Note"), which accrues interest at the rate of LIBOR plus 225 basis points, adjusted monthly, and matures on the tenth anniversary of the issuance thereof. NV Brasada makes equal monthly payments of principal and interest under the Acquisition Loan. The Interstate Loans are secured by certain single-family residential lots that can be sold for construction, owned by NV Brasada, and certain other operating assets owned by NV Brasada. The Company does not provide any guaranty or stock pledge under the Interstate Credit Agreement. As of March 31, 2021, the B Note, C Note and Line of Credit Loan incurred interest at 2.36%. FNF Revolver On November 17, 2017, Fidelity National Financial, Inc. ("FNF") issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million (the "FNF Revolver"). Pursuant to the FNF Revolver, FNF may make one or more loans to us in increments of $1.0 million, with up to $100.0 million outstanding at any time. The FNF Revolver accrues interest at LIBOR plus 450 basis points and matures on the five five As of March 31, 2021, 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, 2021 are as follows (in millions): 2021 (remaining) $ 12.9 2022 6.8 2023 29.2 2024 0.9 2025 0.6 Thereafter 10.2 Total $ 60.6 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, if any, depart from customary litigation or regulatory inquiries incidental to our business. Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state 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 that represents our best estimate is recorded. As of March 31, 2021 and December 31, 2020, our accruals for settlements of legal proceedings was not considered material. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period in the event of an unfavorable outcome, at present, we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. On September 23, 2020, a stockholder derivative lawsuit styled Oklahoma Firefighters Pension & Retirement System, derivatively on behalf of Cannae Holdings, Inc. v. William P. Foley, II, et al., was filed in the Court of Chancery of the State of Delaware against the Company, certain Board members and officers of the Company, and the Manager, alleging breach of fiduciary duties relating to the Company’s Management Services Agreement. The plaintiff further alleges the Board breached their fiduciary duties by approving bonuses in connection with the initial public offering of Ceridian and the approval of an Investment Success Incentive Plan in August 2018. Along with the Complaint, the plaintiff filed a motion for partial summary judgment as to the count seeking to void the Management Services Agreement. On January 27, 2021, the Company entered into an amendment to the Management Services Agreement and plaintiff withdrew its motion for partial summary judgment as moot. On February 1, 2021, the court ordered the plaintiff's summary judgment motion withdrawn and dismissed the related count of the plaintiff's complaint. On February 18, 2021, our Board formed a Special Litigation Committee (the "SLC") consisting of two of the Board’s Directors, and has authorized the SLC, among other things, to investigate and evaluate the claims and allegations asserted in the lawsuit. The Board has also given the SLC the sole authority and power to consider and determine whether or not prosecution of the claims asserted in the lawsuit is in the best interest of the Company and its shareholders, and what action the Company should take with respect to the lawsuit. On March 9, 2021, the Court entered a stipulated Order staying the action for six months to allow the SLC to investigate, review, and evaluate the facts, circumstances, and claims asserted in or relating to the action and to determine the Company’s response thereto. The defendants will contest the remaining claims in the action vigorously. Unconditional Purchase Obligations We have certain unconditional purchase obligations, primarily in our Restaurant Group segment. These purchase obligations are with various vendors and are primarily related to 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, 2021 to determine the amount of the obligations. Purchase obligations as of March 31, 2021 are as follows (in millions): 2021 (remaining) $ 70.6 2022 12.8 2023 7.8 2024 7.0 2025 5.9 Thereafter 6.8 Total purchase commitments $ 110.9 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. On March 30, 2021, we closed on our investment in Paysafe. We account for our investment in Paysafe as an equity method investment. Because we closed on our investment in Paysafe at the end of the first quarter of 2021, there is no equity in earnings or loss of Paysafe included in our results of operations for the three months ended March 31, 2021. We expect our chief operating decision maker will review the full financial results of Paysafe for purposes of assessing performance and allocating resources of the Company. Thus, we expect to include the full financial results of Paysafe in the table below in the second quarter of 2021 and present an elimination of such results in a manner similar to Dun & Bradstreet as described below. Beginning in the three months ended March 31, 2021, AmeriLife exceeded certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting and we began considering AmeriLife a reportable segment. We made our initial investment in AmeriLife in March 18, 2020. We account for our investment in AmeriLife as an equity method investment and report our equity in earnings or loss of AmeriLife on a three-month lag. Accordingly, there is no equity in earnings or loss of AmeriLife included in our results of operations for the three months ended March 31, 2020. As of and for the three months ended March 31, 2021: Restaurant Group Dun & Bradstreet Optimal Blue AmeriLife Corporate and Other Dun & Bradstreet, Optimal Blue and AmeriLife Elimination Total (in millions) Restaurant revenues $ 167.3 $ — $ — $ — $ — $ — $ 167.3 Other operating revenues — 504.5 41.6 131.0 4.6 (677.1) 4.6 Revenues from external customers 167.3 504.5 41.6 131.0 4.6 (677.1) 171.9 Interest, investment and other income, including recognized gains and losses, net 0.2 6.9 — — (311.8) (6.9) (311.6) Total revenues and other income 167.5 511.4 41.6 131.0 (307.2) (684.0) (139.7) Depreciation and amortization 7.2 149.7 34.2 17.2 0.7 (201.1) 7.9 Interest expense (2.4) (48.9) (7.8) (11.2) 0.3 67.9 (2.1) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (8.0) (33.7) (25.0) (13.7) (341.7) 72.4 (349.7) Income tax benefit — (9.8) (3.5) — (62.0) 13.3 (62.0) (Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates (8.0) (23.9) (21.5) (13.7) (279.7) 59.1 (287.7) Equity in earnings (losses) of unconsolidated affiliates — 0.6 — — 70.1 (16.8) 53.9 Net loss from continuing operations $ (8.0) $ (23.3) $ (21.5) $ (13.7) $ (209.6) $ 42.3 $ (233.8) Assets $ 503.5 $ 9,924.9 $ 1,939.9 $ 1,740.0 $ 3,801.9 $ (13,604.8) $ 4,305.4 Goodwill 53.4 3,318.2 1,236.8 846.9 — (5,401.9) 53.4 As of and for the three months ended March 31, 2020: Restaurant Group Dun & Bradstreet Corporate Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 169.9 $ — $ — $ — $ 169.9 Other operating revenues — 395.7 3.1 (395.7) 3.1 Revenues from external customers 169.9 395.7 3.1 (395.7) 173.0 Interest investment and other income, including recognized gains and losses, net 7.8 89.6 909.5 (89.6) 917.3 Total revenues and other income 177.7 485.3 912.6 (485.3) 1,090.3 Depreciation and amortization 7.7 134.4 0.7 (134.4) 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) (0.6) 881.1 0.6 860.2 Income tax (benefit) expense — (74.2) 169.4 74.2 169.4 (Loss) earnings before equity in earnings of unconsolidated affiliates (20.9) 73.6 711.7 (73.6) 690.8 Equity in earnings (losses) of unconsolidated affiliates (5.2) 0.7 (57.7) 9.5 (52.7) Net (loss) earnings from continuing operations $ (26.1) $ 74.3 $ 654.0 $ (64.1) $ 638.1 Assets $ 419.7 $ 9,139.1 $ 2,285.4 $ (9,139.1) $ 2,705.1 Goodwill 53.5 2,848.7 — (2,848.7) 53.5 The activities in our segments include the following: • Restaurant Group. This segment consists of the operations of O'Charley's, 99 Restaurants, Legendary Baking, and VIBSQ in which we had 65.4%, 88.5%, 100% and 100% ownership interests, respectively. O'Charley's, 99 Restaurants, Legendary Baking, VIBSQ and their affiliates are the owners and operators of the O'Charley's restaurant concept, Ninety Nine Restaurants restaurant concept, Legendary Baking bakery and the Village Inn and Bakers Square restaurant concepts. • Dun & Bradstreet. This segment consists of our 17.7% 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 sales force 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, 2020 contained more than 420 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 our initial investment 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, Optimal Blue and AmeriLife Elimination section of the segment presentation above. See Note D for further discussion of our investment in Dun & Bradstreet and related accounting. • Optimal Blue . This segment consists of our 20.0% ownership interest in Optimal Blue, which we acquired on September 15, 2020. Optimal Blue is a leading provider of secondary market solutions and actionable data services. They operate a software-as-a-service, subscription-based mortgage marketplace which supports a network of originators and investors in the residential mortgage market. The marketplace provides a broad set of critical functions utilized by banks, credit unions and mortgage brokerage companies throughout the mortgage processing life cycle. Optimal Blue exceeds certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting and our chief operating decision maker reviews the financial results of Optimal Blue for purposes of assessing performance and allocating resources. Thus, we consider Optimal Blue a reportable segment and have included the results of operations of Optimal Blue in the tables above. We account for Optimal Blue using the equity method of accounting, and therefore its results do not consolidate into ours. Accordingly, we have presented the elimination of Optimal Blue's results in the Dun & Bradstreet, Optimal Blue and AmeriLife Elimination section of the segment presentation above. See Note D for further discussion of our investment in Optimal Blue and related accounting. • AmeriLife. This segment consists of our 19.8% ownership interest in AmeriLife. AmeriLife is a leader in marketing and distributing life, health, and retirement solutions. AmeriLife has partnered with the nation’s leading insurance carriers to provide value and quality to customers served through a national distribution network of insurance agents and advisors, marketing organizations, and insurance agency locations. AmeriLife exceeds certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting and our chief operating decision maker reviews the financial results of AmeriLife for purposes of assessing performance and allocating resources. Thus, we consider AmeriLife a reportable segment and have included the results of operations of AmeriLife in the tables above. We account for our investment in AmeriLife as an equity method investment and report our equity in earnings or loss of AmeriLife on a three-month lag and therefore its results do not consolidate into ours. Our net earnings and the segment tables above for the three months ended March 31, 2021 includes our equity in AmeriLife’s losses for the period from September 30, 2020 through December 31, 2020. Accordingly, we have presented the elimination of AmeriLife's results in the Dun & Bradstreet, Optimal Blue and AmeriLife Elimination section of the segment presentation above. See Note D for further discussion of our investment in AmeriLife and related accounting. • Corporate and Other. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 (In millions) Cash paid during the period: Interest $ 1.3 $ 2.3 Income taxes — 0.2 Operating leases 10.2 11.5 |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for Sale In March 2021, the Company received the LOIs for the sale of all of our ownership interests in Legendary Baking and VIBSQ. As a result of the Company's plan to sell Legendary Baking and VIBSQ and receipt of the LOIs, we have reclassified the assets and liabilities of Legendary Baking and VIBSQ as assets and liabilities held for sale on our Condensed Consolidated Balance Sheet as of March 31, 2021. The carrying amounts of the major classes of assets and liabilities included as part of the disposal groups classified as held for sale is presented below: March 31, 2021 (In millions) Assets Cash and cash equivalents $ 4.7 Trade receivables, net 8.1 Inventory 8.5 Property and equipment, net 20.7 Right of use assets 16.8 Intangible assets 21.4 Other assets 3.7 Valuation allowance (7.0) Total Assets $ 76.9 Liabilities Accounts payable and other accrued liabilities $ 21.1 Lease liabilities 16.5 Other liabilities 2.6 Total liabilities $ 40.2 |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020. All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method. Earnings attributable to noncontrolling interests are recorded on the Condensed Consolidated Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Condensed Consolidated Balance Sheets in each period. |
Management Estimates | Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements (Note C). Actual results may differ from estimates. |
Related Party Transactions | Related Party Transactions During the three months ended March 31, 2021 and 2020, we incurred $7.6 million and $4.2 million, respectively, of management fee expenses payable to our Manager, and in the three months ended March 31, 2021, we incurred $17.1 million of carried interest expense related to monetizations of the Company's investments which are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations. |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share |
Restricted Cash | Restricted CashOur Restaurant Group is required to hold cash collateralizing its outstanding letters of credit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have completed our evaluation of the recently issued accounting pronouncements and we did not identify any that are expected to, if currently adopted, have a material impact on our condensed consolidated financial statements. |
Revenue Recognition | Restaurant revenue consists of restaurant sales, bakery sales, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. 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. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Three months ended March 31, 2021 2020 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 158.1 $ 167.0 Bakery sales Restaurant Group 8.2 2.2 Franchise and other Restaurant Group 1.0 0.7 Total restaurant revenue 167.3 169.9 Other operating revenue: Real estate and resort Corporate and other 4.2 2.8 Other Corporate and other 0.4 0.3 Total other operating revenue 4.6 3.1 Total operating revenues $ 171.9 $ 173.0 |
Contract Balances | The following table provides information about trade receivables and deferred revenue: March 31, December 31, 2021 2020 (In millions) Trade receivables, net $ 5.0 $ 17.6 Deferred revenue (contract liabilities) 17.0 23.9 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020, respectively: March 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 35.8 $ 35.8 Equity securities: Ceridian 1,179.8 — — 1,179.8 Forward Purchase Agreements — — 13.9 13.9 Subscription Agreements — — 1.0 1.0 Austerlitz II Warrants — — 36.1 36.1 Other 1.5 — — 1.5 Total equity securities: 1,181.3 — 51.0 1,232.3 Other noncurrent assets: Paysafe Warrants 21.7 — — 21.7 Total Assets $ 1,203.0 $ — $ 86.8 $ 1,289.8 December 31, 2020 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 35.2 $ 35.2 Equity securities: Ceridian 1,491.8 — — 1,491.8 Forward Purchase Agreements — — 136.1 136.1 Paysafe Subscription Agreement — — 169.6 169.6 Other 1.6 — — 1.6 Total assets $ 1,493.4 $ — $ 340.9 $ 1,834.3 |
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, 2021 and 2020 (in millions). Three months ended March 31, 2021 Three months ended March 31, 2020 Corporate debt Forward Purchase Subscription Austerlitz II Corporate debt securities Agreements Agreements Warrants Total securities Fair value, beginning of period $ 35.2 $ 136.1 $ 169.6 $ — $ 340.9 $ 19.2 Net valuation (loss) and gain included in earnings (1) — (21.6) 9.9 6.5 $ (5.2) — Reclassification to equity method investment in Paysafe and Paysafe Warrants — (100.6) (178.5) — $ (279.1) — Purchase of Austerlitz II Warrants — — — 29.6 $ 29.6 — Net valuation gain included in other comprehensive earnings (2) 0.6 — — — $ 0.6 6.9 Fair value, end of period $ 35.8 $ 13.9 $ 1.0 $ 36.1 $ 86.8 $ 26.1 _____________________________________ (1) Included in Recognized gains and (losses), net on the Condensed Consolidated Statements of Operations (2) Included in Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Condensed Consolidated Statements of Comprehensive (Loss) Earnings |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Gains on Equity Securities Included in Recognized Gains and Losses | Gains on equity securities included in Recognized gains and losses, net on the Condensed Consolidated Statements of Operations consisted of the following for the three months ended March 31, 2021 and 2020 (in millions): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Net (losses) and gains recognized during the period on equity securities $ (317.5) $ 684.9 Less: net gains recognized during the period on equity securities sold or transferred during the period 9.8 — Unrealized (loss) and gains recognized during the reporting period on equity securities still held at the reporting date $ (327.3) $ 684.9 |
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, 2021 and December 31, 2020 consisted of the following (in millions): Ownership at March 31, 2021 March 31, December 31, Dun & Bradstreet 17.7 % $ 657.2 $ 653.2 Paysafe (1) 6.9 % 746.9 — Optimal Blue 20.0 % 276.2 279.8 AmeriLife 19.8 % 115.4 121.1 Other various 215.4 398.9 Total $ 2,011.1 $ 1,453.0 _____________________________________ (1) Represents the Company's direct interest in Paysafe. The Company's 0.6% indirect interest in Paysafe held through the sponsor of FTAC II is presented in Other. Equity in (losses) earnings of unconsolidated affiliates for the three months ended March 31, 2021 and 2020 consisted of the following (in millions): Three months ended March 31, 2021 Three months ended March 31, 2020 Dun & Bradstreet (6.4) $ 10.1 Ceridian (1) — 1.5 Optimal Blue (4.0) — Senator JV (1.2) (58.8) AmeriLife (5.9) — Other 71.4 (5.5) Total $ 53.9 $ (52.7) _____________________________________ (1) The amount for the three months ended March 31, 2020 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 beginning March 31, 2020. 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 Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. Financial information for the three months ended March 31, 2020 represents that of Star Parent, L.P. ("Star Parent"), the former parent of D&B through which the Company was invested prior to D&B's initial public offering in July 2020. March 31, December 31, (In millions) Total current assets $ 673.2 $ 874.4 Goodwill and other intangible assets, net 8,475.9 7,672.7 Other assets 775.8 673.2 Total assets $ 9,924.9 $ 9,220.3 Current liabilities $ 996.3 $ 828.1 Long-term debt 3,548.0 3,255.8 Other non-current liabilities 1,702.4 1,552.5 Total liabilities 6,246.7 5,636.4 Total equity 3,678.2 3,583.9 Total liabilities and equity $ 9,924.9 $ 9,220.3 Three months ended March 31, 2021 Three months ended March 31, 2020 (In millions) Total revenues $ 504.5 $ 395.7 Loss before income taxes (33.7) (0.6) Net (loss) income (23.3) 74.3 Dividends attributable to preferred equity and noncontrolling interest expense (1.7) (32.4) Net (loss) earnings attributable to Dun & Bradstreet (25.0) 41.9 March 31, December 31, (In millions) Total current assets $ 36.6 $ 38.0 Goodwill and other intangible assets, net 1,802.4 1,831.3 Other assets 100.9 100.1 Total assets $ 1,939.9 $ 1,969.4 Current liabilities $ 22.0 $ 28.9 Long-term debt 493.3 493.0 Other non-current liabilities 101.4 105.0 Total liabilities 616.7 626.9 Redeemable member's interest 578.0 578.0 Additional paid-in capital 815.2 813.0 Retained deficit (70.0) (48.5) Total redeemable member's interest and equity 1,323.2 1,342.5 Total liabilities, redeemable member's interest and equity $ 1,939.9 $ 1,969.4 Three Months Ended March 31, 2021 (In millions) Total revenues $ 41.6 Operating loss (17.2) Net loss (21.5) March 31, (In millions) Total current assets $ 1,978.0 Goodwill and other intangible assets, net 4,929.0 Other assets 70.5 Total assets $ 6,977.5 Current liabilities $ 1,757.0 Long-term debt 2,052.6 Other liabilities 425.2 Total liabilities 4,234.8 Total equity 2,742.7 Total liabilities and equity $ 6,977.5 March 31, December 31, (In millions) Total current assets $ 140.7 $ 108.5 Goodwill and other intangible assets, net 1,576.6 1,370.4 Other assets 22.7 16.4 Total assets $ 1,740.0 $ 1,495.3 Current liabilities $ 80.3 $ 53.1 Long-term debt 801.2 645.2 Other non-current liabilities 24.4 14.7 Total liabilities 905.9 713.0 Member's equity 583.2 607.4 Noncontrolling interest - nonredeemable 250.9 174.9 Total member's equity 834.1 782.3 Total liabilities and member's equity $ 1,740.0 $ 1,495.3 Three Months Ended March 31, 2021 (In millions) Total revenues $ 131.0 Operating income (2.4) Net loss (13.7) Income attributable to noncontrolling interests 11.1 Net loss attributable to AmeriLife (24.8) |
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, 2021 and December 31, 2020 are as follows: March 31, 2021 Carrying Cost Basis Unrealized Unrealized Fair (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 35.8 $ 22.1 $ 13.7 $ — $ 35.8 Total $ 35.8 $ 22.1 $ 13.7 $ — $ 35.8 December 31, 2020 Carrying Cost Basis Unrealized Unrealized Fair (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 Total $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020, of which we are not the primary beneficiary: March 31, 2021 December 31, 2020 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 86.8 $ 86.8 $ 299.7 $ 299.7 Forward Purchase Agreements and Subscription Agreements 14.9 14.9 305.7 305.7 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: March 31, December 31, (In millions) 99 Term Loan $ 15.7 $ 16.8 99 Revolver 3.5 5.0 2020 Margin Facility — — FNF Revolver — — Brasada Interstate Loans 13.0 13.1 Other 27.5 28.6 Notes payable, total $ 59.7 $ 63.5 Less: Notes payable, current 13.9 11.3 Notes payable, long term $ 45.8 $ 52.2 |
Gross Principal Maturities of Notes Payable | Gross principal maturities of notes payable at March 31, 2021 are as follows (in millions): 2021 (remaining) $ 12.9 2022 6.8 2023 29.2 2024 0.9 2025 0.6 Thereafter 10.2 Total $ 60.6 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligations | Purchase obligations as of March 31, 2021 are as follows (in millions): 2021 (remaining) $ 70.6 2022 12.8 2023 7.8 2024 7.0 2025 5.9 Thereafter 6.8 Total purchase commitments $ 110.9 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | As of and for the three months ended March 31, 2021: Restaurant Group Dun & Bradstreet Optimal Blue AmeriLife Corporate and Other Dun & Bradstreet, Optimal Blue and AmeriLife Elimination Total (in millions) Restaurant revenues $ 167.3 $ — $ — $ — $ — $ — $ 167.3 Other operating revenues — 504.5 41.6 131.0 4.6 (677.1) 4.6 Revenues from external customers 167.3 504.5 41.6 131.0 4.6 (677.1) 171.9 Interest, investment and other income, including recognized gains and losses, net 0.2 6.9 — — (311.8) (6.9) (311.6) Total revenues and other income 167.5 511.4 41.6 131.0 (307.2) (684.0) (139.7) Depreciation and amortization 7.2 149.7 34.2 17.2 0.7 (201.1) 7.9 Interest expense (2.4) (48.9) (7.8) (11.2) 0.3 67.9 (2.1) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (8.0) (33.7) (25.0) (13.7) (341.7) 72.4 (349.7) Income tax benefit — (9.8) (3.5) — (62.0) 13.3 (62.0) (Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates (8.0) (23.9) (21.5) (13.7) (279.7) 59.1 (287.7) Equity in earnings (losses) of unconsolidated affiliates — 0.6 — — 70.1 (16.8) 53.9 Net loss from continuing operations $ (8.0) $ (23.3) $ (21.5) $ (13.7) $ (209.6) $ 42.3 $ (233.8) Assets $ 503.5 $ 9,924.9 $ 1,939.9 $ 1,740.0 $ 3,801.9 $ (13,604.8) $ 4,305.4 Goodwill 53.4 3,318.2 1,236.8 846.9 — (5,401.9) 53.4 As of and for the three months ended March 31, 2020: Restaurant Group Dun & Bradstreet Corporate Dun & Bradstreet Elimination Total (in millions) Restaurant revenues $ 169.9 $ — $ — $ — $ 169.9 Other operating revenues — 395.7 3.1 (395.7) 3.1 Revenues from external customers 169.9 395.7 3.1 (395.7) 173.0 Interest investment and other income, including recognized gains and losses, net 7.8 89.6 909.5 (89.6) 917.3 Total revenues and other income 177.7 485.3 912.6 (485.3) 1,090.3 Depreciation and amortization 7.7 134.4 0.7 (134.4) 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) (0.6) 881.1 0.6 860.2 Income tax (benefit) expense — (74.2) 169.4 74.2 169.4 (Loss) earnings before equity in earnings of unconsolidated affiliates (20.9) 73.6 711.7 (73.6) 690.8 Equity in earnings (losses) of unconsolidated affiliates (5.2) 0.7 (57.7) 9.5 (52.7) Net (loss) earnings from continuing operations $ (26.1) $ 74.3 $ 654.0 $ (64.1) $ 638.1 Assets $ 419.7 $ 9,139.1 $ 2,285.4 $ (9,139.1) $ 2,705.1 Goodwill 53.5 2,848.7 — (2,848.7) 53.5 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 (In millions) Cash paid during the period: Interest $ 1.3 $ 2.3 Income taxes — 0.2 Operating leases 10.2 11.5 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Carrying Amounts of Major Classes of Assets and Liabilities | The carrying amounts of the major classes of assets and liabilities included as part of the disposal groups classified as held for sale is presented below: March 31, 2021 (In millions) Assets Cash and cash equivalents $ 4.7 Trade receivables, net 8.1 Inventory 8.5 Property and equipment, net 20.7 Right of use assets 16.8 Intangible assets 21.4 Other assets 3.7 Valuation allowance (7.0) Total Assets $ 76.9 Liabilities Accounts payable and other accrued liabilities $ 21.1 Lease liabilities 16.5 Other liabilities 2.6 Total liabilities $ 40.2 |
Basis of Financial Statements-
Basis of Financial Statements- Recent Developments (Details) $ / shares in Units, $ in Millions | Mar. 31, 2021USD ($)shares | Mar. 30, 2021USD ($)shares | Mar. 01, 2021 | Feb. 25, 2021USD ($)shares$ / sharesshares | Jan. 25, 2021USD ($)shares$ / sharesshares | Jan. 08, 2021shares | Jan. 07, 2021 | Sep. 15, 2020USD ($) | Mar. 31, 2021shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Mar. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)shares | Feb. 26, 2021shares | Dec. 07, 2020USD ($) | Jul. 31, 2020USD ($) |
Line of Credit Facility [Line Items] | |||||||||||||||||
Equity investment | $ 289 | $ 35.1 | $ 226.2 | ||||||||||||||
Proceeds from investment in PIPE, fees | 5.6 | ||||||||||||||||
Convertible note funded | 12.5 | ||||||||||||||||
Stock repurchase program, period | 3 years | ||||||||||||||||
Stock repurchase program, number of shares authorized to be repurchased (up to) | shares | 10,000,000 | ||||||||||||||||
Distributions from investments in unconsolidated affiliates | $ 5.1 | $ 0.5 | |||||||||||||||
Alight | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Subscription agreement, investment commitment | $ 404.5 | ||||||||||||||||
Subscription agreement, pro forma equity percentage, expected | 8.30% | ||||||||||||||||
Alight | Alight Subscription Agreement, Purchase of Common Stock | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Subscription agreement, commitment to purchase, shares (in shares) | shares | 25,000,000 | ||||||||||||||||
Subscription agreement, commitment to purchase | $ 250 | ||||||||||||||||
Subscription agreement, shares of common stock expected (in shares) | shares | 44,639,500 | ||||||||||||||||
Commitment to purchase, shares, warrants (in shares) | shares | 8,026,666 | ||||||||||||||||
Number of shares called by each warrant | shares | 1 | ||||||||||||||||
Commitment to purchase, share price (in usd per share) | $ / shares | $ 11.50 | ||||||||||||||||
Placement fee consideration from investee | $ 6.3 | ||||||||||||||||
FTAC | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Forward purchase agreement, investment commitment | $ 150 | ||||||||||||||||
Sponsor, FTAC | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Equity investment | $ 4.5 | ||||||||||||||||
Paysafe | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Equity investment | $ 500 | $ 504.7 | |||||||||||||||
Equity investment, shares of common stock received (in shares) | shares | 54,294,395 | ||||||||||||||||
Equity investment , warrants received (in shares) | shares | 8,134,067 | ||||||||||||||||
Equity method investment, ownership (in shares) | shares | 54,000,000 | 54,000,000 | 54,000,000 | ||||||||||||||
Ownership percentage | 7.50% | 7.50% | 7.50% | ||||||||||||||
Paysafe | Paysafe Subscription Agreement | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Subscription agreement, commitment to purchase | $ 350 | ||||||||||||||||
Paysafe | Forward Purchase Agreements and Subscription Agreements | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Forward purchase agreement, investment commitment | $ 150 | ||||||||||||||||
Sponsor, FTAC II | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Ownership percentage | 15.00% | 15.00% | 15.00% | ||||||||||||||
Austerlitz I | Forward Purchase Agreements and Subscription Agreements | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Forward purchase agreement, investment commitment | $ 50 | ||||||||||||||||
Forward purchase agreement, commitment to purchase, shares (in shares) | shares | 5,000,000 | ||||||||||||||||
Forward purchase agreement, number of shares called by each warrant | shares | 1 | ||||||||||||||||
Forward purchase agreement, commitment to purchase, warrants, price per share (in usd per share) | $ / shares | $ 11.50 | ||||||||||||||||
Austerlitz I | Purchase Redeemable Warrants | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Forward purchase agreement, commitment to purchase, shares (in shares) | shares | 1,250,000 | ||||||||||||||||
Sponsor of Austerlitz I | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Equity investment | $ 1.6 | ||||||||||||||||
Ownership percentage | 10.00% | ||||||||||||||||
Austerlitz II | Forward Purchase Agreements and Subscription Agreements | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Forward purchase agreement, investment commitment | $ 125 | ||||||||||||||||
Forward purchase agreement, commitment to purchase, shares (in shares) | shares | 12,500,000 | ||||||||||||||||
Forward purchase agreement, number of shares called by each warrant | shares | 1 | ||||||||||||||||
Forward purchase agreement, commitment to purchase, warrants, price per share (in usd per share) | $ / shares | $ 11.50 | ||||||||||||||||
Austerlitz II | Purchase Redeemable Warrants | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Forward purchase agreement, commitment to purchase, shares (in shares) | shares | 3,125,000 | ||||||||||||||||
Equity Sponsors | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Equity investment | $ 29.6 | ||||||||||||||||
Ownership percentage | 20.00% | ||||||||||||||||
Direct interest in private placement warrants (in shares) | shares | 19,733,333 | ||||||||||||||||
Tailwind Acquisition Corp | Tailwind Subscription Agreement, Purchase of Common Stock | Subsequent Event | Forecast | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Subscription agreement, commitment to purchase, shares (in shares) | shares | 4,600,000 | ||||||||||||||||
Subscription agreement, commitment to purchase | $ 37.5 | ||||||||||||||||
Subscription agreement, shares of common stock expected (in shares) | shares | 23,700,000 | ||||||||||||||||
QOMPLX | Subsequent Event | Forecast | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Ownership percentage | 16.00% | ||||||||||||||||
QOMPLX | Tailwind Subscription Agreement, Purchase of Common Stock | Subsequent Event | Forecast | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Commitment to purchase | $ 80 | ||||||||||||||||
Sightline Payments LLC | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Equity investment | $ 32 | ||||||||||||||||
Ownership percentage | 0.051% | 0.051% | 0.051% | ||||||||||||||
Senator JV | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Distributions from investments in unconsolidated affiliates | $ 280.6 | ||||||||||||||||
Legendary Baking and VIBSQ | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Sale of stock, percentage of ownership before transaction | 100.00% | ||||||||||||||||
Dun & Bradstreet | Bisnode Business Information Group AB | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Shares issued in business combination (in shares) | shares | 6,200,000 | ||||||||||||||||
Ownership after business acquisition, percentage | 17.70% | 18.10% |
Basis of Financial Statements -
Basis of Financial Statements - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Management fee expenses | $ 7.6 | $ 4.2 |
Interest expense | $ 17.1 |
Basis of Financial Statements_2
Basis of Financial Statements - Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Antidilutive shares excluded from calculation of diluted earnings per share (in shares) | 0 | 0 |
Basis of Financial Statements_3
Basis of Financial Statements - Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Effective tax rate | 17.70% | 19.70% | |
Deferred tax liability | $ 244.8 | $ 325.3 | |
Change in deferred taxes | $ 80.5 |
Basis of Financial Statements_4
Basis of Financial Statements - Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $ 12.5 | $ 12.5 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 171.9 | $ 173 |
Restaurant sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 167.3 | 169.9 |
Restaurant Group | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 167.3 | 169.9 |
Restaurant Group | Restaurant sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 158.1 | 167 |
Restaurant Group | Bakery sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 8.2 | 2.2 |
Restaurant Group | Franchise and other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 1 | 0.7 |
Corporate and Other | Real estate and resort | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 4.2 | 2.8 |
Corporate and Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 0.4 | 0.3 |
Total other operating revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 4.6 | $ 3.1 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables, net | $ 5 | $ 17.6 |
Deferred revenue (contract liabilities) | 17 | $ 23.9 |
Revenue recognized that was included in deferred revenue | $ 4.1 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Fixed-maturity securities available for sale: | ||
Corporate debt securities | $ 35.8 | $ 35.2 |
Equity securities: | 1,232.3 | |
Total Assets | 1,289.8 | 1,834.3 |
Ceridian | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 1,179.8 | 1,491.8 |
Forward Purchase Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 13.9 | 136.1 |
Subscription Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 1 | |
Austerlitz II Warrants | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 36.1 | |
Paysafe Subscription Agreement | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 169.6 | |
Other | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 1.5 | 1.6 |
Paysafe Warrants | ||
Fixed-maturity securities available for sale: | ||
Other noncurrent assets: | 21.7 | |
Level 1 | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 0 | 0 |
Equity securities: | 1,181.3 | |
Total Assets | 1,203 | 1,493.4 |
Level 1 | Ceridian | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 1,179.8 | 1,491.8 |
Level 1 | Forward Purchase Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | 0 |
Level 1 | Subscription Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | |
Level 1 | Austerlitz II Warrants | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | |
Level 1 | Paysafe Subscription Agreement | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | |
Level 1 | Other | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 1.5 | 1.6 |
Level 1 | Paysafe Warrants | ||
Fixed-maturity securities available for sale: | ||
Other noncurrent assets: | 21.7 | |
Level 2 | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 0 | 0 |
Equity securities: | 0 | |
Total Assets | 0 | 0 |
Level 2 | Ceridian | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | 0 |
Level 2 | Forward Purchase Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | 0 |
Level 2 | Subscription Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | |
Level 2 | Austerlitz II Warrants | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | |
Level 2 | Paysafe Subscription Agreement | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | |
Level 2 | Other | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | 0 |
Level 2 | Paysafe Warrants | ||
Fixed-maturity securities available for sale: | ||
Other noncurrent assets: | 0 | |
Level 3 | ||
Fixed-maturity securities available for sale: | ||
Corporate debt securities | 35.8 | 35.2 |
Equity securities: | 51 | |
Total Assets | 86.8 | 340.9 |
Level 3 | Ceridian | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | 0 |
Level 3 | Forward Purchase Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 13.9 | 136.1 |
Level 3 | Subscription Agreements | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 1 | |
Level 3 | Austerlitz II Warrants | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 36.1 | |
Level 3 | Paysafe Subscription Agreement | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 169.6 | |
Level 3 | Other | ||
Fixed-maturity securities available for sale: | ||
Equity securities: | 0 | $ 0 |
Level 3 | Paysafe Warrants | ||
Fixed-maturity securities available for sale: | ||
Other noncurrent assets: | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Jun. 05, 2020USD ($)$ / sharesshares | |
Trebia | ||
Fair Value Disclosures [Abstract] | ||
Probability of consummation of business combination, percentage | 95.00% | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Probability of consummation of business combination, percentage | 95.00% | |
Foley Trasimene Acquisition Corp. II | ||
Fair Value Disclosures [Abstract] | ||
Probability of consummation of business combination, percentage | 90.00% | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Probability of consummation of business combination, percentage | 90.00% | |
Forward Purchase Agreements and Subscription Agreements | Trebia | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward purchase agreement, commitment to purchase, shares (in shares) | 7.5 | |
Forward purchase agreement, commitment to purchase, warrants, price per share (in usd per share) | $ / shares | $ 11.50 | |
Forward purchase agreement, investment commitment | $ | $ 75 | |
Purchase Redeemable Warrants | Trebia | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward purchase agreement, commitment to purchase, shares (in shares) | 2.5 | |
Level 3 | Minimum | Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 0.070 | |
Level 3 | Maximum | Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 0.175 | |
Level 3 | Weighted Average | Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 0.121 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Fair Values of Level 3 Assets Measured on a Recurring Basis (Details) - Level 3 - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | $ 340.9 | |
Net valuation gain included in earnings | (5.2) | |
Reclassification to equity method investment in Paysafe and Paysafe Warrants | (279.1) | |
Purchase of Austerlitz II Warrants | 29.6 | |
Net valuation gain included in other comprehensive earnings | 0.6 | |
Fair value, end of period | 86.8 | |
Austerlitz II Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 0 | |
Net valuation gain included in earnings | 6.5 | |
Reclassification to equity method investment in Paysafe and Paysafe Warrants | 0 | |
Purchase of Austerlitz II Warrants | 29.6 | |
Net valuation gain included in other comprehensive earnings | 0 | |
Fair value, end of period | 36.1 | |
Corporate debt securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 35.2 | $ 19.2 |
Net valuation gain included in earnings | 0 | 0 |
Reclassification to equity method investment in Paysafe and Paysafe Warrants | 0 | 0 |
Purchase of Austerlitz II Warrants | 0 | 0 |
Net valuation gain included in other comprehensive earnings | 0.6 | 6.9 |
Fair value, end of period | 35.8 | $ 26.1 |
Common stock | Forward Purchase Agreements | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 136.1 | |
Net valuation gain included in earnings | (21.6) | |
Reclassification to equity method investment in Paysafe and Paysafe Warrants | (100.6) | |
Purchase of Austerlitz II Warrants | 0 | |
Net valuation gain included in other comprehensive earnings | 0 | |
Fair value, end of period | 13.9 | |
Common stock | Subscription Agreements | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 169.6 | |
Net valuation gain included in earnings | 9.9 | |
Reclassification to equity method investment in Paysafe and Paysafe Warrants | (178.5) | |
Purchase of Austerlitz II Warrants | 0 | |
Net valuation gain included in other comprehensive earnings | 0 | |
Fair value, end of period | $ 1 |
Investments - Equity Securities
Investments - Equity Securities Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net (losses) and gains recognized during the period on equity securities | $ (317.5) | $ 684.9 |
Less: net gains recognized during the period on equity securities sold or transferred during the period | 9.8 | 0 |
Unrealized (loss) and gains recognized during the reporting period on equity securities still held at the reporting date | $ (327.3) | $ 684.9 |
Investments - Schedule of Inves
Investments - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated affiliates | $ 2,011.1 | $ 1,453 | |
Equity in earnings (losses) of unconsolidated affiliates | $ 53.9 | $ (52.7) | |
Dun & Bradstreet | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as percentage) | 17.70% | ||
Investments in unconsolidated affiliates | $ 657.2 | 653.2 | |
Equity in earnings (losses) of unconsolidated affiliates | $ (6.4) | 10.1 | |
Paysafe (1) | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as percentage) | 7.50% | ||
Investments in unconsolidated affiliates | $ 746.9 | 0 | |
Ceridian | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings (losses) of unconsolidated affiliates | $ 0 | 1.5 | |
Optimal Blue | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as percentage) | 20.00% | ||
Investments in unconsolidated affiliates | $ 276.2 | 279.8 | |
Equity in earnings (losses) of unconsolidated affiliates | (4) | 0 | |
Senator JV | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in earnings (losses) of unconsolidated affiliates | $ (1.2) | (58.8) | |
AmeriLife | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as percentage) | 19.80% | ||
Investments in unconsolidated affiliates | $ 115.4 | 121.1 | |
Equity in earnings (losses) of unconsolidated affiliates | $ (5.9) | 0 | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership (as percentage) | 0.60% | ||
Investments in unconsolidated affiliates | $ 215.4 | $ 398.9 | |
Equity in earnings (losses) of unconsolidated affiliates | $ 71.4 | $ (5.5) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | Mar. 30, 2021 | Sep. 15, 2020 | Mar. 18, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 30, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||||||
Equity investment | $ 289,000,000 | $ 35,100,000 | $ 226,200,000 | |||
Corporate debt securities, with maturity of less than one year | 35,300,000 | |||||
Corporate debt securities, with maturity of more than one year and less than five years | 500,000 | |||||
Other-than-temporary impairment charges related to corporate debt securities | 0 | $ 0 | ||||
Corporate debt securities | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Debt securities held with previously recognized other than temporary impairment | 17,000,000 | |||||
Dun & Bradstreet | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Aggregate value of ownership based on quoted market price | $ 1,800,000,000 | |||||
Ownership percentage | 17.70% | |||||
Dun & Bradstreet | Equity Sponsors | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Collective voting interest with other equity sponsors (greater than) | 50.00% | |||||
Paysafe | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Ownership percentage | 7.50% | |||||
Equity investment | $ 500,000,000 | $ 504,700,000 | ||||
Aggregate investment value | $ 729,600,000 | |||||
Difference between carrying amount and underlying equity | $ 567,800,000 | |||||
AmeriLife | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Ownership percentage | 19.80% | |||||
Equity investment | $ 125,000,000 | |||||
QOMPLX | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Investment without readily determinable fair value | $ 30,000,000 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information, Dun & Bradstreet (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Combined Balance Sheets | ||||
Total current assets | $ 592.9 | $ 844.2 | ||
Total assets | 4,305.4 | $ 2,705.1 | 4,613.4 | |
Current liabilities | 237.1 | 202 | ||
Long-term debt | 59.7 | 63.5 | ||
Total liabilities | 755.1 | 828.2 | ||
Total equity | 3,550.3 | 2,205 | 3,785.2 | $ 1,529.8 |
Total liabilities and equity | 4,305.4 | 4,613.4 | ||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | (139.7) | 1,090.3 | ||
Net loss | (233.8) | 638.1 | ||
Dividends attributable to preferred equity and noncontrolling interest expense | (1.7) | (32.4) | ||
Net loss | (25) | 41.9 | ||
Dun And Bradstreet Corporation | ||||
Condensed Combined Balance Sheets | ||||
Total current assets | 673.2 | 874.4 | ||
Goodwill and other intangible assets, net | 8,475.9 | 7,672.7 | ||
Other assets | 775.8 | 673.2 | ||
Total assets | 9,924.9 | 9,220.3 | ||
Current liabilities | 996.3 | 828.1 | ||
Long-term debt | 3,548 | 3,255.8 | ||
Other non-current liabilities | 1,702.4 | 1,552.5 | ||
Total liabilities | 6,246.7 | 5,636.4 | ||
Total equity | 3,678.2 | 3,583.9 | ||
Total liabilities and equity | 9,924.9 | $ 9,220.3 | ||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | 504.5 | 395.7 | ||
Loss before income taxes | (33.7) | (0.6) | ||
Net loss | $ (23.3) | $ 74.3 |
Investments - Schedule of Sum_2
Investments - Schedule of Summarized Financial Information, Optimal Blue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Condensed Combined Balance Sheets | |||
Total current assets | $ 592.9 | $ 844.2 | |
Total assets | 4,305.4 | $ 2,705.1 | 4,613.4 |
Current liabilities | 237.1 | 202 | |
Long-term debt | 59.7 | 63.5 | |
Total liabilities | 755.1 | 828.2 | |
Additional paid-in capital | 1,878.3 | 1,875.8 | |
Retained earnings | 1,696.7 | 1,929.8 | |
Total liabilities and equity | 4,305.4 | 4,613.4 | |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||
Total revenues | (139.7) | 1,090.3 | |
Operating income | (36) | (53.3) | |
Net loss | (25) | $ 41.9 | |
Optimal Blue | |||
Condensed Combined Balance Sheets | |||
Total current assets | 36.6 | 38 | |
Goodwill and other intangible assets, net | 1,802.4 | 1,831.3 | |
Other assets | 100.9 | 100.1 | |
Total assets | 1,939.9 | 1,969.4 | |
Current liabilities | 22 | 28.9 | |
Long-term debt | 493.3 | 493 | |
Other non-current liabilities | 101.4 | 105 | |
Total liabilities | 616.7 | 626.9 | |
Member's equity | 578 | 578 | |
Additional paid-in capital | 815.2 | 813 | |
Retained earnings | (70) | (48.5) | |
Total member's equity | 1,323.2 | 1,342.5 | |
Total liabilities and equity | 1,939.9 | $ 1,969.4 | |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||
Total revenues | 41.6 | ||
Operating income | (17.2) | ||
Net loss | $ (21.5) |
Investments - Schedule of Sum_3
Investments - Schedule of Summarized Financial Information, Paysafe (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Investments in Unconsolidated Affiliates | ||||
Total current assets | $ 592.9 | $ 844.2 | ||
Total assets | 4,305.4 | 4,613.4 | $ 2,705.1 | |
Current liabilities | 237.1 | 202 | ||
Long-term debt | 59.7 | 63.5 | ||
Total liabilities | 755.1 | 828.2 | ||
Total equity | 3,550.3 | 3,785.2 | $ 2,205 | $ 1,529.8 |
Total liabilities and equity | 4,305.4 | $ 4,613.4 | ||
Paysafe | ||||
Investments in Unconsolidated Affiliates | ||||
Total current assets | 1,978 | |||
Goodwill and other intangible assets, net | 4,929 | |||
Other assets | 70.5 | |||
Total assets | 6,977.5 | |||
Current liabilities | 1,757 | |||
Long-term debt | 2,052.6 | |||
Other non-current liabilities | 425.2 | |||
Total liabilities | 4,234.8 | |||
Total equity | 2,742.7 | |||
Total liabilities and equity | $ 6,977.5 |
Investments - Schedule of Sum_4
Investments - Schedule of Summarized Financial Information, AmeriLife (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Condensed Combined Balance Sheets | |||
Total current assets | $ 592.9 | $ 844.2 | |
Total assets | 4,305.4 | $ 2,705.1 | 4,613.4 |
Current liabilities | 237.1 | 202 | |
Long-term debt | 59.7 | 63.5 | |
Total liabilities | 755.1 | 828.2 | |
Total liabilities and equity | 4,305.4 | 4,613.4 | |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||
Total revenues | (139.7) | 1,090.3 | |
Operating income | (36) | (53.3) | |
Net loss | (233.8) | 638.1 | |
Income attributable to noncontrolling interests | (0.7) | (9.6) | |
Net loss | (25) | $ 41.9 | |
AmeriLife | |||
Condensed Combined Balance Sheets | |||
Total current assets | 140.7 | 108.5 | |
Goodwill and other intangible assets, net | 1,576.6 | 1,370.4 | |
Other assets | 22.7 | 16.4 | |
Total assets | 1,740 | 1,495.3 | |
Current liabilities | 80.3 | 53.1 | |
Long-term debt | 801.2 | 645.2 | |
Other non-current liabilities | 24.4 | 14.7 | |
Total liabilities | 905.9 | 713 | |
Member's equity | 583.2 | 607.4 | |
Noncontrolling interest - nonredeemable | 250.9 | 174.9 | |
Total member's equity | 834.1 | 782.3 | |
Total liabilities and equity | 1,740 | $ 1,495.3 | |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||
Total revenues | 131 | ||
Operating income | (2.4) | ||
Net loss | (13.7) | ||
Income attributable to noncontrolling interests | 11.1 | ||
Net loss | $ (24.8) |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amounts and Fair Values of Available for Sale Securities (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Fixed maturity securities available for sale: | ||
Cost Basis | $ 22.1 | $ 22 |
Unrealized Gains | 13.7 | 13.2 |
Unrealized Losses | 0 | 0 |
Fair Value | 35.8 | 35.2 |
Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Cost Basis | 22.1 | 22 |
Unrealized Gains | 13.7 | 13.2 |
Unrealized Losses | 0 | 0 |
Fair Value | 35.8 | 35.2 |
Carrying Value | ||
Fixed maturity securities available for sale: | ||
Fair Value | 35.8 | 35.2 |
Carrying Value | Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Fair Value | $ 35.8 | $ 35.2 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Variable Interest Entity [Line Items] | |||
Assets | $ 4,305.4 | $ 4,613.4 | $ 2,705.1 |
Variable Interest Entity, Not Primary Beneficiary | Investments in unconsolidated affiliates | |||
Variable Interest Entity [Line Items] | |||
Assets | 86.8 | 299.7 | |
Maximum Exposure | 86.8 | 299.7 | |
Variable Interest Entity, Not Primary Beneficiary | Forward Purchase Agreements and Subscription Agreements | |||
Variable Interest Entity [Line Items] | |||
Assets | 14.9 | 305.7 | |
Maximum Exposure | $ 14.9 | $ 305.7 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Notes payable, total | $ 59,700,000 | $ 63,500,000 |
Less: Notes payable, current | 13,900,000 | 11,300,000 |
Notes payable, long term | 45,800,000 | 52,200,000 |
99 Term Loan | Notes payable to banks | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 15,700,000 | 16,800,000 |
99 Revolver | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 3,500,000 | 5,000,000 |
2020 Margin Facility | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
FNF Revolver | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
Brasada Interstate Loans | Notes payable to banks | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 13,000,000 | 13,100,000 |
Other | Notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 27,500,000 | $ 28,600,000 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | Dec. 01, 2020 | Nov. 30, 2020 | Dec. 21, 2018 | Jun. 13, 2018 | Nov. 17, 2017 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 29, 2016 |
Line of Credit Facility [Line Items] | |||||||||
Common stock issued (in shares) | 92,391,965 | 92,395,733 | |||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |||||||
Long-term debt | $ 63,500,000 | $ 59,700,000 | |||||||
2020 Margin Facility | Ceridian | Senior Lien | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Common stock issued (in shares) | 6,000,000 | ||||||||
Common stock, par value (in usd per share) | $ 0.01 | ||||||||
Common stock shares issued, additional shares (in shares) | 4,000,000 | ||||||||
2020 Margin Facility | Dun & Bradstreet | Senior Lien | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Common stock issued (in shares) | 19,000,000 | ||||||||
Common stock, par value (in usd per share) | $ 0.0001 | ||||||||
Common stock shares issued, additional shares (in shares) | 11,000,000 | ||||||||
2020 Margin Facility | Revolver Note | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Aggregate borrowing capacity | $ 100,000,000 | ||||||||
Option to increase limit | $ 500,000,000 | 500,000,000 | |||||||
Line of credit outstanding balance | 0 | ||||||||
Amount available to be drawn | 100,000,000 | ||||||||
Long-term debt | 0 | 0 | |||||||
99 Restaurants Credit Facility | Revolver Note | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt | 5,000,000 | 3,500,000 | |||||||
99 Restaurants Credit Facility | Revolver Note | Ninety-Nine Restaurants, LLC | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Aggregate borrowing capacity | $ 15,000,000 | ||||||||
Amount available to be drawn | $ 2,000,000 | ||||||||
Decrease in borrowing capacity | 7,500,000 | ||||||||
Interest rate incurred | 6.75% | ||||||||
99 Restaurants Credit Facility | Revolver Note | Ninety-Nine Restaurants, LLC | Forecast | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Decrease in borrowing capacity | $ 2,500,000 | ||||||||
99 Restaurants Credit Facility | Revolver Note | Ninety-Nine Restaurants, LLC | Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate basis | 2.50% | ||||||||
Variable interest rate, increase | 1.00% | ||||||||
99 Restaurants Credit Facility | Revolver Note | Ninety-Nine Restaurants, LLC | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate basis | 3.50% | ||||||||
Variable interest rate, increase | 1.00% | ||||||||
99 Restaurants Credit Facility | Revolver Note | Ninety-Nine Restaurants, LLC | Bridge Loan | Fifth Third Bank | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Aggregate borrowing capacity | $ 2,500,000 | ||||||||
99 Restaurants Credit Facility | Letter of Credit | Ninety-Nine Restaurants, LLC | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Aggregate borrowing capacity | 5,000,000 | ||||||||
99 Term Loan | Notes payable to banks | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate incurred | 4.63% | ||||||||
Long-term debt | 16,800,000 | $ 15,700,000 | |||||||
99 Term Loan | Ninety-Nine Restaurants, LLC | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Notes, face amounts | 37,000,000 | ||||||||
DLOC Loan | Line of Credit Loan | Ninety-Nine Restaurants, LLC | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Notes, face amounts | $ 10,000,000 | ||||||||
Brasada Credit Agreement | Notes payable to banks | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt | 13,100,000 | $ 13,000,000 | |||||||
Brasada Credit Agreement | NV Brasada | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Aggregate borrowing capacity | $ 17,000,000 | ||||||||
Brasada Credit Agreement | NV Brasada | Acquisition Loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Notes, face amounts | $ 12,500,000 | ||||||||
Variable rate interest | 2.36% | ||||||||
Brasada Credit Agreement | NV Brasada | Acquisition Loan, A Note | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Notes, face amounts | $ 6,300,000 | ||||||||
Interest rate incurred | 4.51% | ||||||||
Brasada Credit Agreement | NV Brasada | Acquisition Loan, B Note | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Notes, face amounts | $ 6,300,000 | ||||||||
Brasada Credit Agreement | NV Brasada | Acquisition Loan, B Note | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate basis | 225.00% | ||||||||
Brasada Credit Agreement | Line of Credit Loan | NV Brasada | Acquisition Loan, C Note | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt | $ 3,600,000 | ||||||||
FNF Revolver | Revolver Note | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Aggregate borrowing capacity | $ 100,000,000 | ||||||||
Amount available to be drawn | $ 100,000,000 | ||||||||
Long-term debt | $ 0 | $ 0 | |||||||
Maximum borrowing increment | $ 1,000,000 | ||||||||
Debt instrument, 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, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remaining) | $ 12.9 |
2022 | 6.8 |
2023 | 29.2 |
2024 | 0.9 |
2025 | 0.6 |
Thereafter | 10.2 |
Total Long Term Debt | $ 60.6 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Mar. 31, 2021restaurant | Feb. 18, 2021director |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of restaurants | restaurant | 1 | |
Number of directors to be appointed | director | 2 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining) | $ 70.6 |
2022 | 12.8 |
2023 | 7.8 |
2024 | 7 |
2025 | 5.9 |
Thereafter | 6.8 |
Total purchase commitments | $ 110.9 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 171.9 | $ 173 | |
Interest, investment and other income, including recognized gains and losses, net | (311.6) | 917.3 | |
Total revenues and other income | (139.7) | 1,090.3 | |
Depreciation and amortization | 7.9 | 8.4 | |
Interest expense | (2.1) | (3.8) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (349.7) | 860.2 | |
Income tax benefit | (62) | 169.4 | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (287.7) | 690.8 | |
Equity in earnings (losses) of unconsolidated affiliates | 53.9 | (52.7) | |
Net (loss) earnings from continuing operations | (233.8) | 638.1 | |
Assets | 4,305.4 | 2,705.1 | $ 4,613.4 |
Goodwill | 53.4 | 53.5 | $ 53.4 |
Dun & Bradstreet, Optimal Blue and AmeriLife Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (677.1) | (395.7) | |
Interest, investment and other income, including recognized gains and losses, net | (6.9) | (89.6) | |
Total revenues and other income | (684) | (485.3) | |
Depreciation and amortization | (201.1) | (134.4) | |
Interest expense | 67.9 | 83 | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 72.4 | 0.6 | |
Income tax benefit | 13.3 | 74.2 | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | 59.1 | (73.6) | |
Equity in earnings (losses) of unconsolidated affiliates | (16.8) | 9.5 | |
Net (loss) earnings from continuing operations | 42.3 | (64.1) | |
Assets | (13,604.8) | (9,139.1) | |
Goodwill | (5,401.9) | (2,848.7) | |
Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 167.3 | 169.9 | |
Restaurant revenue | Dun & Bradstreet, Optimal Blue and AmeriLife Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Other operating revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 4.6 | 3.1 | |
Other operating revenue | Dun & Bradstreet, Optimal Blue and AmeriLife Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (677.1) | (395.7) | |
Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 167.3 | 169.9 | |
Restaurant Group | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 167.3 | 169.9 | |
Interest, investment and other income, including recognized gains and losses, net | 0.2 | 7.8 | |
Total revenues and other income | 167.5 | 177.7 | |
Depreciation and amortization | 7.2 | 7.7 | |
Interest expense | (2.4) | (3.1) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (8) | (20.9) | |
Income tax benefit | 0 | 0 | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (8) | (20.9) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | (5.2) | |
Net (loss) earnings from continuing operations | (8) | (26.1) | |
Assets | 503.5 | 419.7 | |
Goodwill | 53.4 | 53.5 | |
Restaurant Group | Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 158.1 | 167 | |
Restaurant Group | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 167.3 | 169.9 | |
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 | 504.5 | 395.7 | |
Interest, investment and other income, including recognized gains and losses, net | 6.9 | 89.6 | |
Total revenues and other income | 511.4 | 485.3 | |
Depreciation and amortization | 149.7 | 134.4 | |
Interest expense | (48.9) | (83) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (33.7) | (0.6) | |
Income tax benefit | (9.8) | (74.2) | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (23.9) | 73.6 | |
Equity in earnings (losses) of unconsolidated affiliates | 0.6 | 0.7 | |
Net (loss) earnings from continuing operations | (23.3) | 74.3 | |
Assets | 9,924.9 | 9,139.1 | |
Goodwill | 3,318.2 | 2,848.7 | |
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 | 504.5 | 395.7 | |
Optimal Blue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 41.6 | ||
Interest, investment and other income, including recognized gains and losses, net | 0 | ||
Total revenues and other income | 41.6 | ||
Depreciation and amortization | 34.2 | ||
Interest expense | (7.8) | ||
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (25) | ||
Income tax benefit | (3.5) | ||
(Loss) earnings before equity in earnings of unconsolidated affiliates | (21.5) | ||
Equity in earnings (losses) of unconsolidated affiliates | 0 | ||
Net (loss) earnings from continuing operations | (21.5) | ||
Assets | 1,939.9 | ||
Goodwill | 1,236.8 | ||
Optimal Blue | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | ||
Optimal Blue | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 41.6 | ||
AmeriLife | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 131 | ||
Interest, investment and other income, including recognized gains and losses, net | 0 | ||
Total revenues and other income | 131 | ||
Depreciation and amortization | 17.2 | ||
Interest expense | (11.2) | ||
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (13.7) | ||
Income tax benefit | 0 | ||
(Loss) earnings before equity in earnings of unconsolidated affiliates | (13.7) | ||
Equity in earnings (losses) of unconsolidated affiliates | 0 | ||
Net (loss) earnings from continuing operations | (13.7) | ||
Assets | 1,740 | ||
Goodwill | 846.9 | ||
AmeriLife | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | ||
AmeriLife | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 131 | ||
Corporate and Other | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 4.6 | 3.1 | |
Interest, investment and other income, including recognized gains and losses, net | (311.8) | 909.5 | |
Total revenues and other income | (307.2) | 912.6 | |
Depreciation and amortization | 0.7 | 0.7 | |
Interest expense | 0.3 | (0.7) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (341.7) | 881.1 | |
Income tax benefit | (62) | 169.4 | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (279.7) | 711.7 | |
Equity in earnings (losses) of unconsolidated affiliates | 70.1 | (57.7) | |
Net (loss) earnings from continuing operations | (209.6) | 654 | |
Assets | 3,801.9 | 2,285.4 | |
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 | $ 4.6 | $ 3.1 |
Segment Information - Narrative
Segment Information - Narrative (Details) - businessRecord businessRecord in Millions | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Number of business records (more than) | 420 | |
O'Charley's | ||
Segment Reporting Information [Line Items] | ||
Ownership (as percentage) | 65.40% | |
99 Restaurants | ||
Segment Reporting Information [Line Items] | ||
Ownership (as percentage) | 88.50% | |
Legendary Baking | ||
Segment Reporting Information [Line Items] | ||
Ownership (as percentage) | 100.00% | |
VIBSQ | ||
Segment Reporting Information [Line Items] | ||
Ownership (as percentage) | 100.00% | |
Dun & Bradstreet | ||
Segment Reporting Information [Line Items] | ||
Ownership (as percentage) | 17.70% | |
Optimal Blue | ||
Segment Reporting Information [Line Items] | ||
Ownership (as percentage) | 20.00% | |
AmeriLife | ||
Segment Reporting Information [Line Items] | ||
Ownership (as percentage) | 19.80% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid during the period: | ||
Interest | $ 1.3 | $ 2.3 |
Income taxes | 0 | 0.2 |
Operating leases | $ 10.2 | $ 11.5 |
Assets Held for Sale - Carrying
Assets Held for Sale - Carrying Amounts of Major Classes of Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Cash and cash equivalents | $ 4.1 | $ 0 |
Valuation allowance | (7) | |
Legendary Baking and VIBSQ | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Cash and cash equivalents | 4.7 | |
Trade receivables, net | 8.1 | |
Inventory | 8.5 | |
Property and equipment, net | 20.7 | |
Right of use assets | 16.8 | |
Intangible assets | 21.4 | |
Other assets | 3.7 | |
Total Assets | 76.9 | |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | ||
Accounts payable and other accrued liabilities | 21.1 | |
Lease liabilities | 16.5 | |
Other liabilities | 2.6 | |
Total liabilities | 40.2 | |
Loss on disposal group | $ 7 |