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 June 30, 2021 include our minority ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"), Ceridian HCM Holding, Inc. ("Ceridian"), Paysafe Limited ("Paysafe"), Alight, Inc. ("Alight"), 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 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 our external manager, 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 Ceridian On May 20, 2021, we completed the sale of an aggregate of 2.0 million shares of common stock of Ceridian to brokers (the "Ceridian Share Sale") pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"). In connection with the Ceridian Share Sale, we received aggregate proceeds of $175.0 million. As a result of the Ceridian Share Sale, we now own 12 million shares of Ceridian, which represents approximately 8.0% of its outstanding common stock as of June 30, 2021. Refer to Notes C and D for further discussion of our accounting for our investment in Ceridian and other equity securities. 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% and we recorded a gain of $18.6 million in the six months ended June 30, 2021. On June 28, 2021, we completed the sale of an aggregate of 8.5 million shares of common stock of D&B to a broker (the "D&B Share Sale") pursuant to Rule 144. In connection with the D&B Share Sale, we received aggregate proceeds of $186.0 million and recorded a gain of $111.1 million. As a result of the D&B Share Sale, we now own 68.1 million shares of D&B, which represents approximately 15.8% of its outstanding common stock as of June 30, 2021. Refer to Notes C and D for further discussion of our accounting for our investment in D&B. Alight On January 25, 2021, Foley Trasimene Acquisition Corp. ("FTAC") entered into a business combination agreement with predecessor of Alight, a leading cloud-based provider of integrated digital human capital and business solutions, as amended and restated April 29, 2021, by and among FTAC, Alight and other parties thereto (the "FTAC Alight Business Combination"). Also on January 25, 2021, Cannae entered into an agreement to purchase 25 million shares of Alight for $250.0 million as part of the private investment in public equity ("PIPE") raised in conjunction with the FTAC Alight Business Combination (the "Alight Subscription Agreement"). During the quarter ended June 30, 2021, Cannae funded the following investments in Alight: (a) $250.0 million pursuant to the Alight Subscription Agreement, (b) $150.0 million pursuant to a previously announced forward purchase agreement with FTAC (the "FTAC FPA") and (c) $52.4 million for the purchase of 5.2 million shares of FTAC on the open market (the "Purchased Shares"). Subsequent to June 30, 2021, we sold 1.0 million of the Purchased Shares for aggregate proceeds of $10.3 million. As of June 30, 2021, our investments receivable pursuant to the Alight Subscription Agreement and FTAC FPA are included in Other long term investments and non-current assets and the Purchased Shares are included with our investment in the sponsor of FTAC in Investments in unconsolidated affiliates on our Condensed Consolidated Balance Sheet. On July 2, 2021, FTAC completed the FTAC Alight Business Combination in accordance with the relevant business combination agreement. As a result, all outstanding shares of common stock of FTAC were converted into shares of Class A common stock of Alight and we received 40 million shares of class A common stock Alight pursuant to the Alight Subscription Agreement and FTAC FPA. We also received an additional 1.5 million shares of class A common stock of Alight from the sponsor of FTAC. The newly combined company operates as Alight and is traded on the New York Stock Exchange ("NYSE") under the symbol ALIT. As of July 2, 2021, Cannae, directly and indirectly through our 29% interest in one of the sponsors of FTAC, owns 50.4 million shares of Class A common stock of Alight which represents approximately 9.6% of the outstanding common equity of Alight and 8.0 million warrants to purchase one share of Alight class A common stock at $11.50 per share. We received a fee of $7.1 million on July 2, 2021 as consideration for our subscription and deal syndication. 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 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, inclusive of our previous investment in the sponsor of FTAC II, Cannae received 54,294,395 common shares and 8,134,067 warrants of Paysafe (the "Paysafe Warrants"). As of June 30, 2021, Cannae, directly and indirectly through our 15% interest in the sponsor of FTAC II, holds approximately 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. See Note C and D for further discussion of our accounting for our investment in common equity and warrants of Paysafe. 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 I is co-sponsored by entities affiliated with the chairman of our Board of Directors ("Board"), William P. Foley II. 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 was contingent upon the closing of the Austerlitz I Initial Business Combination. On May 10, 2021, Austerlitz I entered into a Business Combination Agreement (the “WIL Business Combination Agreement”) by and among Austerlitz I, Wave Merger Sub Limited, an exempted company incorporated in Bermuda and a direct, wholly owned subsidiary of Austerlitz I (“Merger Sub”), and Wynn Interactive Ltd., an exempted company incorporated in Bermuda (“WIL”). The WIL Business Combination Agreement provides for, among other things, the consummation of certain transactions whereby WIL will become a wholly owned subsidiary of Austerlitz I (the “Austerlitz I-WIL Business Combination”). In connection with the signing of the WIL Business Combination Agreement, we and Austerlitz I agreed to terminate the Austerlitz I FPA, and we entered into a backstop facility agreement (the “WIL Backstop Agreement”) whereby we agreed, subject to the other terms and conditions included therein, to subscribe for Austerlitz I Class A Ordinary Shares in order to fund redemptions by shareholders of Austerlitz I in connection with the Austerlitz I-WIL Business Combination, in an amount of up to $690.0 million (the “WIL Backstop Subscription”), in consideration for a placement fee of $3.5 million. On February 25, 2021, we entered into a forward purchase agreement (the "Austerlitz II FPA" and together with the FTAC FPA, the "Forward Purchase Agreements") 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 William P. Foley II. Under the Austerlitz II FPA, we agreed to 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. On June 5, 2020, we entered into a forward purchase agreement (the "Trebia FPA") 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. On June 28, 2021, Trebia entered into a Business Combination Agreement by and among Trebia, S1 Holdco LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), and the other parties named therein (the "Trebia S1 Business Combination Agreement"). The Trebia S1 Business Combination Agreement provides for, among other things, the consummation of certain transactions whereby each of (i) System1, LLC, a Delaware limited liability company and the current operating subsidiary of S1 Holdco, and (ii) Protected.net Group Limited, a private limited company organized under the laws of the United Kingdom and the current operating subsidiary of Protected, will become subsidiaries of Trebia (the “Trebia S1 Business Combination”). In connection with the signing of the Trebia S1 Business Combination Agreement, we and Trebia agreed to terminate the Trebia FPA, and we entered into a backstop facility agreement (the “S1 Backstop Agreement” and together with the WIL Backstop Agreement, the "Backstop Agreements") whereby we agreed, subject to the other terms and conditions included therein, to subscribe for Trebia Class A Common Stock in order to fund redemptions by shareholders of Trebia in connection with the Business Combination, in an amount of up to $200.0 million (the “S1 Backstop Subscription”). In connection with Cannae’s entry into the S1 Backstop Agreement, the sponsors of Trebia have agreed to forfeit up to 1,275,510 Trebia Class B Ordinary Shares (and Trebia has agreed to issue to Cannae a number of shares of Trebia Class A Common Stock equal to such forfeiture) as consideration in the event that the S1 Backstop Subscription is drawn due to redemptions. Refer to Note C and E for further discussion of our accounting for the Forward Purchase Agreements, the Austerlitz II Warrants and the Backstop Agreements. 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 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. The meeting to vote on the proposals described in Tailwind’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2021, relating to the Tailwind QOMPLX Merger is now scheduled to be held on August 17, 2021. 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, in March 2021, Cannae funded a convertible note to QOMPLX for $12.5 million that matures on March 3, 2022 (the "QOMPLX Note"). The principal and accrued interest on the QOMPLX Note is expected to convert into common shares of the combined company at a price of $10 per common share upon consummation of the Tailwind QOMPLX Merger. See Note C for further discussion of our accounting for the Tailwind Subscription Agreement as of June 30, 2021. Restaurant Group In the six months ended June 30, 2021, we commenced a plan to sell or dispose of Legendary Baking Holdings I, LLC ("Legendary Baking") and VIBSQ Holdco, LLC ("VIBSQ") and their subsidiaries (the "Restaurant Dispositions") . We currently own 100% of Legendary Baking and VIBSQ. On June 24, 2021, we entered into a membership purchase agreement for the sale of VIBSQ and its subsidiaries for $13.5 million. On July 30, 2021, we closed on the sale of VIBSQ. See Note J for further discussion. Other Developments On March 1, 2021, we announced that our Board authorized a three-year stock repurchase program, effective February 26, 2021, under which the Company may repurchase up to 10 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through February 26, 2024. The repurchase program does not obligate the Company to acquire any specific number of shares and may be suspended or terminated at any time. We repurchased 2,528,168 shares of CNNE common stock during the six months ended June 30, 2021 for approximately $89.7 million in the aggregate, or an average of $35.49 per share. Subsequent to June 30, 2021, we repurchased an additional 200,000 shares of CNNE common stock for approximately $6.7 million in the aggregate, or an average of $33.74 per share. 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 represented 5.1% of the outstanding membership interests in Sightline at the time of the transaction and is accounted for using the equity method. See Note C and D for further discussion of the Company's accounting for investments in unconsolidated affiliates. During the six months ended June 30, 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. On May 21, 20201, Ceska zbrojovka Group SE (“CZG”) acquired 100% of the outstanding equity of Colt Holdings, LLC ("Colt"). In conjunction with the transaction, we received $37.3 million for our holdings of Colt corporate debt securities, including accrued interest thereon, $1.4 million for our equity in Colt and expect to receive $0.4 million of cash and $3.6 million of CZG equity securities for our holdings of Colt equity in October 2021. We recorded a gain of $20.3 million on the transaction, inclusive of $10.9 million (net of $2.9 million of deferred taxes) of gains reclassified from other comprehensive earnings. We have the opportunity to receive additional equity securities of CZG contingent on future operating results of Colt. Subsequent to the transaction, we have no further ownership interest in Colt debt or equity securities. In the quarter ended June 30, 2021, we commenced a plan to sell Rock Creek Idaho Holdings, LLC ("RC", the "RC Disposition" and together with the Restaurant Dispositions, the "Dispositions"). We expect to consummate the sale of RC in fiscal year 2021. See Note J for further discussion of our accounting for RC. Related Party Transactions During the six months ended June 30, 2021 and 2020, we incurred $15.7 million and $8.6 million, respectively, of management fee expenses payable to our Manager, and in the three and six months ended June 30, 2021, we incurred $20.3 million and $37.4 million of carried interest expense related to monetization 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 and six months ended June 30, 2021 and 2020, there were no antidilutive shares of restricted stock outstanding that were excluded from the calculation of diluted earnings per share. Income Tax Our effective tax rate was 20.9% and 24.3% in the three months ended June 30, 2021 and 2020, respectively, and 11.2% and 21.5% in the six months ended June 30, 2021 and 2020, respectively. The decrease in the effective tax rate in both the three and six-month periods ended June 30, 2021 compared to the corresponding prior year periods was primarily attributable to the varying impact of equity in earnings (losses) of unconsolidated affiliates on earnings (loss) before taxes. We have a Deferred tax liability of $243.3 million as of June 30, 2021 and of $325.3 million as of December 31, 2020. The $82.0 million change in deferred taxes in the six months ended June 30, 2021 is primarily attributable to the tax impact of the recognized gains or losses on the change in fair value of Ceridian and the Forward Purchase Agreements, partially offset by the tax impact of equity in earnings of unconsolidated affiliates. 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 June 30, 2021 and December 31, 2020 is $12.9 million and $12.5 million, respectively, of such restricted cash. Distributions from Unconsolidated Affiliates We classify distributions received from unconsolidated affiliates in our Condensed Consolidated Statements of Cash Flows using the cumulative earnings approach. Under the cumulative earnings approach, distributions are considered returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions from an investee received in prior periods exceed the cumulative equity in earnings of such investee. When cumulative distributions from an investee exceed cumulative equity in earnings of the investee, such excess is considered a return of investment and is classified as a cash inflow from investing activities. 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. Immaterial Out-of-Period Correction In connection with the preparation of our Condensed Consolidated Financial Statements for the quarter ended June 30, 2021, we recorded out-of-period adjustments pertaining to our valuation of the Alight Subscription Agreement and Tailwind Subscription Agreement and resulting recognized gain. We also recorded out-of-period adjustments pertaining to our valuation of the portion of our investment in Paysafe indirectly held through our investment in the sponsor of FTAC II and resulting equity in earnings of unconsolidated affiliates in the three months ended June 30, 2021. All of these out-of-period adjustments related to amounts that should have been recorded in the three months ended March 31, 2021. The out-of-period adjustments had the following effect on our results of operations and financial condition as of and for the three months ended June 30, 2021: i. an increase in Recognized gains (losses), net of $13.2 million, ii. an increase in Equity in (losses) earnings of unconsolidated affiliates of $6.9 million, iii. an increase in Income tax expense (benefit) of $4.2 million, iv. an increase in Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders of $15.9 million, and v. an increase in Net earnings (loss) per share of $0.17 |