Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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, $0.0001 par value | |
Trading Symbol | CNNE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 84,916,034 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001704720 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 50.7 | $ 85.8 |
Other current assets | 25.6 | 35.8 |
Total current assets | 76.3 | 121.6 |
Equity securities, at fair value | 547.1 | 1,045.1 |
Investments in unconsolidated affiliates | 2,435.1 | 2,261.3 |
Lease assets | 166.6 | 172 |
Property and equipment, net | 99.1 | 100.6 |
Other intangible assets, net | 26 | 26.9 |
Goodwill | 53.4 | 53.4 |
Other long term investments and non-current assets | 89.1 | 108.7 |
Total assets | 3,492.7 | 3,889.6 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 82.4 | 105.6 |
Lease liabilities, current | 23.8 | 23.8 |
Income taxes payable | 103.5 | 24.7 |
Deferred revenue | 18.4 | 23.1 |
Notes payable, current | 1.6 | 2.3 |
Total current liabilities | 229.7 | 179.5 |
Lease liabilities, long term | 160.5 | 166.1 |
Deferred tax liability | 2.3 | 143.8 |
Notes payable, long term | 13.7 | 14.1 |
Accounts payable and other accrued liabilities, long term | 43.8 | 45 |
Total liabilities | 450 | 548.5 |
Commitments and contingencies - see Note F | ||
Equity: | ||
Cannae common stock, 0.0001 par value; authorized 115,000,000 shares as of March 31, 2022 and December 31, 2021; outstanding of 84,916,034 and 86,886,034 shares as of March 31, 2022 and December 31, 2021, respectively, and issued of 92,490,514 and 92,460,514 shares as of March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Preferred stock, 0.0001 par value; authorized 10,000,000 shares; issued and outstanding, none as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Retained earnings | 1,395.2 | 1,642.8 |
Additional paid-in capital | 1,894.4 | 1,888.3 |
Less: Treasury stock, 7,574,480 and 5,574,480 shares as of March 31, 2022 and December 31, 2021, respectively, at cost | (242.5) | (188.6) |
Accumulated other comprehensive loss | (8.4) | (7.2) |
Total Cannae shareholders' equity | 3,038.7 | 3,335.3 |
Noncontrolling interests | 4 | 5.8 |
Total equity | 3,042.7 | 3,341.1 |
Total liabilities and equity | $ 3,492.7 | $ 3,889.6 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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) | 84,916,034 | 86,886,034 |
Common stock issued (in shares) | 92,490,514 | 92,460,514 |
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) | 7,574,480 | 5,574,480 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total operating revenues | $ 167.4 | $ 171.9 |
Operating expenses: | ||
Cost of restaurant revenue | 145.4 | 147.7 |
Personnel costs | 21.1 | 12 |
Depreciation and amortization | 5.8 | 7.9 |
Other operating expenses | 70.7 | 40.3 |
Total operating expenses | 243 | 207.9 |
Operating loss | (75.6) | (36) |
Other income (expense): | ||
Interest, investment and other income | 0 | 0.9 |
Interest expense | (2.4) | (2.1) |
Recognized losses, net | (265.2) | (312.5) |
Total other expense | (267.6) | (313.7) |
Loss before income taxes and equity in earnings of unconsolidated affiliates | (343.2) | (349.7) |
Income tax benefit | (61.9) | (62) |
Loss before equity in earnings of unconsolidated affiliates | (281.3) | (287.7) |
Equity in earnings of unconsolidated affiliates | 31.9 | 53.9 |
Net loss | (249.4) | (233.8) |
Less: Net loss attributable to noncontrolling interests | (1.8) | (0.7) |
Net loss attributable to Cannae Holdings, Inc. common shareholders | $ (247.6) | $ (233.1) |
Basic | ||
Net loss per share (in usd per share) | $ (2.88) | $ (2.55) |
Diluted | ||
Net loss per share (in usd per share) | $ (2.88) | $ (2.55) |
Weighted Average Shares Outstanding | ||
Weighted average shares outstanding Cannae Holdings common stock, basic basis (in shares) | 85.9 | 91.5 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis (in shares) | 85.9 | 91.6 |
Restaurant revenue | ||
Revenues: | ||
Total operating revenues | $ 162.1 | $ 167.3 |
Other operating revenue | ||
Revenues: | ||
Total operating revenues | $ 5.3 | $ 4.6 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (249.4) | $ (233.8) | |
Other comprehensive earnings (loss), net of tax: | |||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 0 | 0.5 |
Unrealized losses of investments in unconsolidated affiliates | [2] | (1.2) | (4.6) |
Reclassification adjustments for unrealized gains and losses of unconsolidated affiliates, net of tax, included in net earnings | [3] | 0 | 0.3 |
Other comprehensive loss | (1.2) | (3.8) | |
Comprehensive loss | (250.6) | (237.6) | |
Less: Comprehensive loss attributable to noncontrolling interests | (1.8) | (0.7) | |
Comprehensive loss attributable to Cannae Holdings, Inc. common shareholders | $ (248.8) | $ (236.9) | |
[1] | Net of income tax expense of $0.1 million for the three months ended March 31, 2021. | ||
[2] | Net of income tax benefit of $0.3 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively. | ||
[3] | Net of income tax expense of $0.1 million for the three months ended March 31, 2021. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain on investments and other financial instruments, net, income tax expense | $ 0.1 | |
Unrealized gains on investments in unconsolidated affiliates, tax benefit | $ (0.3) | (1.2) |
Reclassification adjustments for unrealized gains and losses of unconsolidated affiliates, net of tax, included in net earnings, tax expense | $ 0.1 |
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, 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 earnings | 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 | (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 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 92.4 | 5.6 | |||||||||
Beginning balance at Dec. 31, 2021 | 3,341.1 | $ 0 | 1,888.3 | 1,642.8 | (7.2) | $ (188.6) | 5.8 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments, net of tax | [1] | 0 | |||||||||
Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax | (1.2) | [2] | (1.2) | ||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | [3] | 0 | |||||||||
Treasury stock repurchases (in shares) | 2 | ||||||||||
Treasury stock repurchases | $ (53.9) | $ (53.9) | |||||||||
Issuance of restricted stock (in shares) | 0.1 | ||||||||||
Stock-based compensation | $ 0.3 | $ 5.8 | 0.3 | $ 5.8 | |||||||
Net loss | (249.4) | (247.6) | (1.8) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 92.5 | 7.6 | |||||||||
Ending balance at Mar. 31, 2022 | $ 3,042.7 | $ 0 | $ 1,894.4 | $ 1,395.2 | $ (8.4) | $ (242.5) | $ 4 | ||||
[1] | Net of income tax expense of $0.1 million for the three months ended March 31, 2021. | ||||||||||
[2] | Net of income tax benefit of $0.3 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively. | ||||||||||
[3] | Net of income tax expense of $0.1 million for the three months ended March 31, 2021. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (249.4) | $ (233.8) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5.8 | 7.9 |
Equity in earnings of unconsolidated affiliates | (31.9) | (53.9) |
Distributions from investments in unconsolidated affiliates | 14 | 5.1 |
Recognized losses and asset impairments, net | 265.5 | 312.4 |
Lease asset amortization | 5.2 | 5.8 |
Stock-based compensation cost | 0.3 | 0.7 |
Non-cash carried interest expense | 31.8 | 0 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease in other assets | 10.7 | 31.7 |
Net decrease in lease liabilities | (6.1) | (6.7) |
Net decrease in accounts payable, accrued liabilities, deferred revenue and other liabilities | (22) | (0.8) |
Net change in income taxes | (62.4) | (62.4) |
Net cash (used in) provided by operating activities | (38.5) | 6 |
Cash flows from investing activities: | ||
Proceeds from partial sale of Ceridian shares | 173.3 | |
Additions to property and equipment and other intangible assets | (4) | (1.9) |
Collections of notes receivable | 0 | 1.6 |
Additions to notes receivable | 0 | (12.5) |
Proceeds from sales of property and equipment | 0 | 5.4 |
Proceeds from sale of investments in unconsolidated affiliates and other long term investments | 144.5 | 2.5 |
Investment in Dun & Bradstreet, Optimal Blue, Sightline and additional investments in unconsolidated affiliates | (246.5) | (35.1) |
Investment in Paysafe, net of subscription fees earned | 0 | (494.4) |
Purchase of AAII Warrants | 0 | (29.6) |
Purchases of other long term investments | (1.5) | 0 |
Distributions from investments in unconsolidated affiliates | 0 | 281.2 |
Net cash provided by (used in) investing activities | 65.8 | (282.8) |
Cash flows from financing activities: | ||
Borrowings | 151 | 4.6 |
Debt service payments | (152.3) | (9) |
Sale of noncontrolling interest in consolidated subsidiary | 0 | 0.3 |
Treasury stock repurchases | (61.1) | 0 |
Net cash used in financing activities | (62.4) | (4.1) |
Net decrease in cash and cash equivalents | (35.1) | (280.9) |
Cash and cash equivalents classified as held for sale | 0 | 4.1 |
Cash and cash equivalents at beginning of period | 85.8 | 724.7 |
Cash and cash equivalents at end of period | $ 50.7 | $ 439.7 |
Basis of Financial Statements
Basis of Financial Statements | 3 Months Ended |
Mar. 31, 2022 | |
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 primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long-term. From time to time, we also seek to take meaningful equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business and we have no preset time constraints dictating when we sell or dispose of our businesses. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. Our primary assets as of March 31, 2022 include our ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"), Ceridian HCM Holding, Inc. ("Ceridian"), Alight, Inc. ("Alight"), Paysafe Limited ("Paysafe"), Sightline Payments Holdings, LLC ("Sightline" or "Sightline Payments"), System1, Inc. ("System1") and AmeriLife Group, LLC ("AmeriLife"); majority equity ownership stakes in O'Charley's Holdings, LLC ("O'Charley's") and 99 Restaurants Holdings, LLC ("99 Restaurants"); various other controlled portfolio companies and certain minority equity ownership interests. See Note G 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, 2021. All intercompany profits, transactions and balances have been eliminated. Our ownership interests in non-majority-owned partnerships and affiliates are accounted for under the equity method of accounting or as equity securities. Earnings attributable to noncontrolling interests are recorded on the 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 In January 2022, we completed the sale of 2.0 million shares of common stock of Ceridian pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"). In connection with the sale, we received proceeds of $173.3 million. We owned 8.0 million shares of Ceridian common stock as of March 31, 2022, which represented approximately 5.3% of its outstanding stock as of March 31, 2022. Refer to Notes C and D for further discussion of our accounting for our investment in Ceridian and other equity securities. System1 On January 10, 2022, we entered into an amendment to the backstop facility agreement (the "S1 Backstop Agreement") pursuant to which our commitment to fund redemptions of shareholders of Trebia Acquisition Corp. ("Trebia") in conjunction with its merger with System1 (the "Trebia System1 Business Combination") increased from $200.0 million to $250.0 million. Also on January 10, 2022, we entered into an amended and restated sponsor agreement with the sponsors of Trebia pursuant to which the sponsors will forfeit up to an additional Trebia 1,352,941 Class B ordinary shares to Trebia, and Trebia will issue to Cannae an equal number of shares of Trebia Class A common stock in connection with, and based upon the extent of, Cannae’s obligation with respect to the increase in our backstop commitment. Trebia was co-sponsored by entities affiliated with the chairman and a member of our board of directors ("Board"), William P. Foley II and Frank R. Martire, respectively. On January 27, 2022, the Trebia System1 Business Combination was completed and System1 merged with and into Trebia, with System1 as the surviving corporation. Beginning on January 28, 2022, System1’s common stock began trading on the NYSE under the ticker symbol "SST." Upon the completion of the Trebia System1 Business Combination, Cannae has invested a total of $248.3 million in System1, directly and indirectly owned 28.2 million of System1 common shares and indirectly owned 1.2 million warrants to purchase SST common shares (the "System1 Warrants"). As a result, Cannae has an approximate 26.5% ownership of System1. On March 17, 2022, the trading price of System1 Class A common stock exceeded certain thresholds resulting in the conversion of System1's outstanding Class D common stock to Class A common stock. As a result, the 833,750 shares of System1 Class D common stock held by the sponsor of Trebia, Trasimene Trebia LP ("Trebia Sponsor"), in which the Company owns a 26.1% limited partnership interest converted to shares of System1 Class A common stock. Cannae's ratable portion of such shares is 217,500 shares. We account for our direct ownership of the common equity of System1 under the equity method of accounting. See Notes C and D for further discussion of our accounting for our ownership of the common equity of System1. On April 18, 2022, Trebia Sponsor exercised its System1 warrants on a cashless basis in exchange for System 1 Class A common stock. As a result, Cannae no longer has an indirect interest in any System1 warrants and has an indirect interest in an additional 0.5 million shares of System1 common stock held by Trebia Sponsor. Subsequent to March 31, 2022, Cannae sold 1.4 million shares of System1 common stock for proceeds of $19.5 million. As of the date of this Quarterly Report, Cannae directly and indirectly owns 27.5 million shares of System1 common stock representing an approximate 24.8% ownership interest. Optimal Blue On February 15, 2022, we completed the disposition (the "Optimal Blue Disposition") of our ownership interests in Optimal Blue Holdco, LLC ("Optimal Blue") to Black Knight, Inc. ("Black Knight") pursuant to a purchase agreement dated as of February 15, 2022, by and among Black Knight, Cannae, and Optimal Blue, among others. In conjunction with the Optimal Blue Disposition, Cannae received aggregate consideration of (y) $144.5 million in cash and (z) 21.8 million shares of common stock, par value $0.0001 per share, of Dun & Bradstreet. Following the consummation of the Optimal Blue Disposition, Cannae no longer has any ownership interest in Optimal Blue. We recorded a gain of $313.0 million on the sale which is included in Recognized gains (losses), net on the Consolidated Statement of Operations. Dun & Bradstreet On February 15, 2022, we received 21.8 million shares of D&B as partial consideration for the Optimal Blue Disposition. Subsequently, we transferred to our Manager 1.6 million of the D&B shares we received as part of our carried interest paid related to the Optimal Blue Disposition. Following the receipt of these additional shares of D&B and payment of carried interest, we own 88.3 million shares of D&B which represents approximately 20.3% of its outstanding common stock as of March 31, 2022. See Note D for further discussion of our accounting for our increased ownership interest in D&B. Alight In March 2022, the sponsor of Foley Trasimene Acquisition Corp. ("FTAC") distributed all of its interest in Alight to its limited partners. As a result, Cannae now directly holds all of its interest in common equity of Alight. As of March 31, 2022, Cannae directly holds approximately 9.7% of the outstanding common equity of Alight. Other Developments Effective February 26, 2021, our Board authorized a three Related Party Transactions During the three months ended March 31, 2022 and 2021, we incurred $10.6 million and $7.6 million, respectively, of management fee expenses payable to our Manager, and in the three months ended March 31, 2022 and 2021, we incurred $45.2 million and $17.1 million, respectively, of carried interest expense related to monetization of the Company's investments, both of 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, 2022 and 2021, there were 0.1 million antidilutive shares of restricted stock outstanding that were excluded from the calculation of diluted earnings per share. Income Tax Our effective tax rate was 18.0% and 17.7% in the three months ended March 31, 2022 and 2021, respectively. The change in the effective tax rate in the three-month period ended March 31, 2022 compared to the corresponding prior year period was primarily attributable to the varying impact of equity in earnings of unconsolidated affiliates on loss before taxes. We have a Deferred tax liability of $2.3 million as of March 31, 2022 and of $143.8 million as of December 31, 2021. The $141.5 million change in deferred taxes in the three months ended March 31, 2022 is primarily attributable to the sales of Ceridian shares during the three months ended March 31, 2022, the mark to market losses recorded on Ceridian and other securities, and the impairment recorded to the value of our ownership in Paysafe. Recent Accounting Pronouncements |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Our revenue consists of: Three Months Ended March 31, 2022 2021 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 161.7 $ 158.1 Bakery sales Restaurant Group 0.3 8.2 Franchise and other Restaurant Group 0.1 1.0 Total restaurant revenue 162.1 167.3 Other operating revenue: Real estate and resort Corporate and other 4.9 4.2 Other Corporate and other 0.4 0.4 Total other operating revenue 5.3 4.6 Total operating revenues $ 167.4 $ 171.9 Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Franchise 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, 2022 2021 (In millions) Trade receivables, net $ 7.4 $ 17.7 Deferred revenue (contract liabilities) 18.4 23.1 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 $2.4 million and $4.1 million, respectively, was recognized in the three months ended March 31, 2022 and 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, 2022 | |
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, 2022 and December 31, 2021, respectively: March 31, 2022 Level 1 Level 2 Level 3 Total (In millions) Assets: Equity securities: Ceridian $ 546.9 $ — $ — $ 546.9 AAII FPA — — 0.2 0.2 Total equity securities 546.9 — 0.2 547.1 Other noncurrent assets: Paysafe Warrants 4.3 — — 4.3 AAII Warrants — 11.1 — 11.1 Total other noncurrent assets 4.3 11.1 — 15.4 Total Assets $ 551.2 $ 11.1 $ 0.2 $ 562.5 December 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Equity securities: Ceridian $ 1,044.6 $ — $ — $ 1,044.6 AAII FPA — — 0.5 0.5 Total equity securities 1,044.6 — 0.5 1,045.1 Other noncurrent assets: S1 Backstop Agreement — 12.0 — 12.0 Paysafe Warrants 5.4 — — 5.4 AAII Warrants — 19.3 — 19.3 Total other noncurrent assets 5.4 31.3 — 36.7 Total assets $ 1,050.0 $ 31.3 $ 0.5 $ 1,081.8 AAII FPA On February 25, 2021, we entered into a forward purchase agreement (the "AAII FPA") with Austerlitz Acquisition Corp. II ("AAII"), 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 "AAII Initial Business Combination"). AAII is co-sponsored by entities affiliated with William P. Foley II. Under the AAII FPA, we agreed to purchase an aggregate of 12,500,000 shares of AAII’s Class A common stock, plus an aggregate of 3,125,000 redeemable warrants to purchase one share of AAII'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 AAII 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 AAII (the "AAII Warrants") at the initial public offering. The AAII FPA is contingent upon the closing of the AAII Initial Business Combination. The AAII FPA is accounted for at fair value pursuant to Accounting Standards Codification ("ASC") Topic 321 Investment - Equity Securities . We utilized a Monte Carlo Simulation in determining the fair value of this agreement, 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 value of the agreement is then calculated as the difference between the future simulated price and the fixed purchase price for the underlying security to be purchased. The primary unobservable input utilized in determining the fair value of the AAII FPA is the probability of consummation of the business combinations of each underlying transaction. The probability assigned to the consummation of the AAII Initial Business Combination was 70%. Determination of such probability is based on a hybrid approach which considers observed success rates of business combinations for SPACs, the sponsor of AAII's track record for consummating similar transactions and the current market for SPAC transactions. Based on the total fair value of the Austerlitz II FPA as of March 31, 2022, changes in the probability 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. AAII Warrants The AAII Warrants are accounted for at fair value pursuant to ASC Topic 815 Derivatives and Hedging . These private placement warrants are valued using the trading price of AAII's publicly traded warrants (NYSE: ASZ-WT) and are considered a Level 2 fair value measurement. The following table presents a summary of the changes in the fair values of Level 3 assets measured on a recurring basis (in millions). Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 AAII Corporate debt Forward Purchase Subscription AAII FPA securities Agreements Agreements Warrants Total Fair value, beginning of period $ 0.5 $ 35.2 $ 136.1 $ 169.6 $ — $ 340.9 Net valuation (loss) gain included in earnings (1) (0.3) — (21.6) 9.9 6.5 (5.2) Reclassification to investments in unconsolidated affiliates and warrants — — (100.6) (178.5) — (279.1) Purchase of AAII Warrants — — — — 29.6 29.6 Net valuation gain included in other comprehensive earnings (2) — 0.6 — — — 0.6 Fair value, end of period $ 0.2 $ 35.8 $ 13.9 $ 1.0 $ 36.1 $ 86.8 _____________________________________ (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 Earnings (Loss) Transfers into or out of the Level 3 fair value category occur when unobservable inputs become more or less significant to the fair value measurement or upon a change in valuation technique. There were no transfers between Level 2 and Level 3 in the three months ended March 31, 2022 and 2021. All of the unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the three months ended March 31, 2021 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 E. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Equity Securities Gains (losses) on equity securities included in Recognized losses, net on the Condensed Consolidated Statements of Operations consisted of the following for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions) Net losses recognized during the period on equity securities $ (324.7) $ (317.5) Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period (35.7) 9.8 Unrealized losses recognized during the reporting period on equity securities held at the reporting date $ (289.0) $ (327.3) Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of March 31, 2022 and December 31, 2021 consisted of the following: Ownership at March 31, 2022 March 31, 2022 December 31, 2021 (in millions) Dun & Bradstreet 20.3 % $ 982.3 $ 595.0 Paysafe 8.3 % 202.6 431.1 Alight/FTAC Sponsor (1) 9.7 % 516.5 505.0 System1/Trebia Sponsor (2) 26.5 % 271.5 — Optimal Blue — % — 267.7 AmeriLife 19.6 % 108.6 112.7 Sightline 33.5 % 265.6 269.5 Other various 88.0 80.3 Total $ 2,435.1 $ 2,261.3 _____________________________________ (1) As of December 31, 2021, represents both the Company's direct interest in Alight and indirect interest in Alight held through our interest in the FTAC Sponsor. (2) Represents both the Company's direct interest in System1 and indirect interest in System1 held through our interest in the Trebia Sponsor. The aggregate fair value of our direct and indirect ownership in the common stock of unconsolidated affiliates that have quoted market prices as of March 31, 2022 consisted of the following: March 31, 2022 (in millions) Dun & Bradstreet $ 1,546.6 Paysafe 202.6 Alight 522.1 System1 411.7 Equity in earnings of unconsolidated affiliates for the three months ended March 31, 2022 and 2021 consisted of the following: Three Months Ended March 31, 2022 2021 (in millions) Dun & Bradstreet $ (7.5) (6.4) Paysafe/Trasimene Capital FT, LP II ("FTAC II Sponsor") (1) 6.8 66.8 Alight/FTAC Sponsor 6.7 — System1/Trebia Sponsor (2) 12.8 — Optimal Blue (1.3) (4.0) AmeriLife (5.1) (5.9) Sightline (4.3) — Other 23.8 3.4 Total $ 31.9 $ 53.9 _____________________________________ (1) The amount for the quarter ended March 31, 2021 represents the Company's equity in earnings of FTAC II Sponsor only. (2) The amount for the quarter ended March 31, 2022 represents the Company's equity in earnings of Trebia Sponsor only. Dun & Bradstreet As of February 15, 2022, there was a $244.2 million difference between the amount of our recorded ownership interest in D&B and the amount of the Company's ratable portion of the underlying equity in the net assets of D&B as a result of our increased ownership resulting from the Optimal Blue Disposition. We have evaluated the accounting treatment of such basis difference and allocated $147.7 million to amortizing intangible assets, $59.7 million to indefinite-lived intangible assets and the remaining basis difference of $36.8 million to equity method goodwill, which represent the excess of our basis difference over our equity in D&B's net assets that are not attributable to their identifiable net assets. Summarized financial information for Dun & Bradstreet for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings 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 $ 732.3 $ 718.0 Goodwill and other intangible assets, net 8,165.1 8,317.8 Other assets 959.8 961.4 Total assets $ 9,857.2 $ 9,997.2 Current liabilities $ 973.4 $ 1,004.9 Long-term debt 3,688.7 3,716.7 Other non-current liabilities 1,486.2 1,530.3 Total liabilities 6,148.3 6,251.9 Total equity 3,708.9 3,745.3 Total liabilities and equity $ 9,857.2 $ 9,997.2 Three months ended March 31, 2022 2021 (In millions) Total revenues $ 536.0 $ 504.5 Loss before income taxes (39.8) (33.7) Net loss (29.8) (23.3) Net income attributable to noncontrolling interest (1.5) (1.7) Net loss attributable to Dun & Bradstreet (31.3) (25.0) System1 We account for our ownership of System1 pursuant to the equity method of accounting. We intend to report our equity in earnings or loss of System1 on a three-month lag and we acquired our ownership interest on January 27, 2022. Accordingly, our net loss for the quarter ended March 31, 2022 does not include any equity in earnings or loss of System1. Paysafe Based on quoted market prices, the aggregate value of our ownership of Paysafe common stock was $202.6 million as of March 31, 2022 and the book value of our investment in Paysafe was $438.6 million prior to any impairment. Due primarily to the quantum of the decrease in the fair market value of our investment, as well as negative trends in the alternative payments industry and decreasing market multiples of peer companies, management determined the decrease in value of our investment in Paysafe was other-than-temporary. Accordingly, we recorded an impairment of $236.0 million in the three months ended March 31, 2022 which is included in Recognized losses, net, on our Condensed Consolidated Statement of Operations. As a result of the impairment, the basis difference between the carrying value of our investment in Paysafe and the Company’s ratable portion of Paysafe’s net assets which was previously attributable to equity method goodwill was eliminated. Equity Security Investments Without Readily Determinable Fair Values We account for our ownership of preferred equity of QOMPLX and certain other ownership interests at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly market transactions . As of March 31, 2022 and December 31, 2021, we have $55.7 million recorded for our ownership of QOMPLX and certain other ownership interests, which is included in Other long term investments and noncurrent assets on our Condensed Consolidated Balance Sheets. We have not recorded any upward or downward adjustments to these ownership interests. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable, net consists of the following: March 31, December 31, (In millions) 2020 Margin Facility $ — $ — 2021 Restaurants Credit Facility — — Brasada Interstate Loans 12.5 12.6 FNF Revolver — — Other 2.8 3.8 Notes payable, total $ 15.3 $ 16.4 Less: Notes payable, current 1.6 2.3 Notes payable, long term $ 13.7 $ 14.1 At March 31, 2022, the carrying value of our outstanding notes payable approximates fair value and are considered Level 2 financial liabilities. 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 million shares of Ceridian, which the Company contributed to Borrower 1, and (ii) 19 million shares of D&B, which the Company contributed to Borrower 2. The Borrowers may also, at their discretion, post up to an additional 4 million shares of Ceridian and/or 11 million shares of D&B 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 and D&B shares). 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 and/or D&B shares and use the proceeds from such sale to prepay a portion of the revolving loans thereunder. On August 16, 2021, the Borrowers entered into an amendment agreement to the 2020 Margin Facility, which increased the borrowing capacity of the 2020 Margin Facility by an additional $100.0 million and resulted in the transfer of 16 million additional shares of D&B to Borrower 2 as collateral. On December 10, 2021, the Borrowers entered into a second amendment agreement to the 2020 Margin Facility, which increased the borrowing capacity by an additional $100.0 million and released 1 million shares of Ceridian as collateral. As of December 31, 2021, the 2020 Margin Facility was secured by a first priority lien on 5 million shares of Ceridian and 35 million shares of D&B. On January 20, 2022, the Borrowers entered into a third amendment agreement to the 2020 Margin Facility, which added 1 million shares of Ceridian as collateral, limited the collateral value of D&B shares to 1.5 times that of the Ceridian shares for purposes of calculating loan-to-value ratios, and decreased the threshold price of Ceridian shares and D&B shares. As of March 31, 2022, there was no outstanding balance under the 2020 Margin Facility, $300.0 million of capacity under the 2020 Margin Facility with an option to increase the capacity to $500.0 million upon amendment, and the 2020 Margin Facility was secured by 6 million shares of Ceridian and 35 million shares of D&B. Subsequent to March 31, 2022, we borrowed $60.0 million under the 2020 Margin Facility. Restaurants Credit Facilities 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. The 99 Restaurants Credit Facility also allowed for 99 Restaurants LLC to request up to $5.0 million of letters of credit commitments and $2.5 million in swingline debt. On December 1, 2020, 99 Restaurants LLC entered into a waiver, consent and amendment to the 99 Restaurants Credit Facility pursuant to which the borrowing capacity under the 99 Revolver was permanently reduced by $7.5 million and certain financial covenants were waived, among other changes. The outstanding balance under the 99 Restaurants Credit Facility was paid off in its entirety on December 31, 2021 in conjunction with the execution of the 2021 Restaurants Credit Facility (defined below). On December 31, 2021, 99 Restaurants, LLC and 99 West, LLC, both wholly-owned subsidiaries of 99 Restaurants, O'Charley's LLC, a wholly-owned subsidiary of O'Charley's and Restaurant Growth Services, LLC, a 65.4%-owned subsidiary of the Company (collectively, the "Restaurant Borrowers") entered into an amendment to the 99 Restaurants Credit Facility (the "2021 Restaurants Credit Facility"). The 2021 Restaurants Credit Facility principally provides for: (i) a revolving credit commitment of $25.0 million in the aggregate (the "Restaurant Revolver") and (ii) a sub-facility for an aggregate of $15.0 million of letters of credit. The 2021 Restaurants Credit Facility matures on December 31, 2026. The 2021 Restaurants Credit Facility is secured by certain assets of the Restaurant Borrowers and their subsidiaries and contains customary covenants and events of default. As of March 31, 2022, there were no outstanding borrowings and there is $25.0 million of aggregate borrowing capacity under the Restaurant 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 (the “Interstate Credit Agreement”) originally with Bank of the Cascades, and later assigned to First Interstate Bank, as lender. Subsequent to various amendments from 2016 through 2022, the Interstate Credit Agreement currently provides for (i) a $12.5 million acquisition loan (the "Acquisition Loan"), (ii) a $2.1 million construction loan ("C Note") and (iii) a $0.7 million line of credit loan (the "Interstate LOC" and collectively with the Acquisition Loan and C Note, the "Brasada Interstate Loans"). The Brasada 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, 2022, the Acquisition Loan had $9.9 million outstanding and incurred interest at rates ranging from 2.41% to 4.51%; the C Note had $2.0 million outstanding and incurred interest at 2.48%; and the Interstate LOC had $0.7 million outstanding and incurred interest at 4.00%. 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-year anniversary of the date of the FNF Revolver. The maturity date is automatically extended for additional five-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. As of March 31, 2022, 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, 2022 are as follows (in millions): 2022 (remaining) $ 1.5 2023 0.7 2024 0.9 2025 0.7 2026 10.5 Thereafter 1.5 Total $ 15.8 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021, our accrual 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 stay has subsequently been extended through May 10, 2022. 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, 2022 to determine the amount of the obligations. Purchase obligations as of March 31, 2022 are as follows (in millions): 2022 (remaining) $ 78.3 2023 8.9 2024 6.4 2025 6.4 2026 4.5 Thereafter 0.8 Total purchase commitments $ 105.3 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. As a result of the Optimal Blue Disposition, Optimal Blue is no longer a reportable segment. As a result, the segment table for the three months ended March 31, 2021 has been retrospectively revised to remove Optimal Blue as a reportable segment. As of and for the three months ended March 31, 2022: Restaurant Group Dun & Bradstreet Paysafe Alight AmeriLife Corporate and Other Affiliate Elimination Total (in millions) Restaurant revenues $ 162.1 $ — $ — $ — $ — $ — $ — $ 162.1 Other operating revenues — 536.0 371.6 864.0 157.0 5.3 (1,928.6) 5.3 Revenues from external customers 162.1 536.0 371.6 864.0 157.0 5.3 (1,928.6) 167.4 Interest, investment and other income, including recognized gains (losses), net (0.6) (9.0) 64.1 86.0 — (264.6) (141.1) (265.2) Total revenues, other income and realized gains (losses), net 161.5 527.0 435.7 950.0 157.0 (259.3) (2,069.7) (97.8) Depreciation and amortization 5.3 149.4 64.0 96.0 15.4 0.5 (324.8) 5.8 Interest expense (1.1) (47.2) (21.5) (29.0) (13.9) (1.3) 111.6 (2.4) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (5.3) (39.8) 71.5 97.0 (16.2) (337.9) (112.5) (343.2) Income tax (benefit) expense (0.7) (9.3) (19.0) 25.0 — (61.2) 3.3 (61.9) (Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates (4.6) (30.5) 90.5 72.0 (16.2) (276.7) (115.8) (281.3) Equity in earnings (losses) of unconsolidated affiliates 0.1 0.7 — — — 30.9 0.2 31.9 Net (loss) earnings from continuing operations $ (4.5) $ (29.8) $ 90.5 $ 72.0 $ (16.2) $ (245.8) $ (115.6) $ (249.4) Assets $ 370.0 $ 9,857.2 $ 7,267.2 $ 10,988.0 $ 1,911.8 $ 3,122.7 $ (30,024.2) $ 3,492.7 Goodwill 53.4 3,475.4 3,650.0 3,638.0 971.1 — (11,734.5) 53.4 As of and for the three months ended March 31, 2021: Restaurant Group Dun & Bradstreet AmeriLife Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 167.3 $ — $ — $ — $ — $ 167.3 Other operating revenues — 504.5 131.0 4.6 (635.5) 4.6 Revenues from external customers 167.3 504.5 131.0 4.6 (635.5) 171.9 Interest investment and other income (expense), including recognized gains and losses, net 0.2 6.9 — (311.8) (6.9) (311.6) Total revenues, other income and realized gains (losses), net 167.5 511.4 131.0 (307.2) (642.4) (139.7) Depreciation and amortization 7.2 149.7 17.2 0.7 (166.9) 7.9 Interest expense (2.4) (48.9) (11.2) 0.3 60.1 (2.1) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (8.0) (33.7) (13.7) (341.7) 47.4 (349.7) Income tax (benefit) expense — (9.8) — (62.0) 9.8 (62.0) (Loss) earnings before equity in earnings of unconsolidated affiliates (8.0) (23.9) (13.7) (279.7) 37.6 (287.7) Equity in earnings (losses) of unconsolidated affiliates — 0.6 — 66.2 (12.9) 53.9 Net (loss) earnings from continuing operations $ (8.0) $ (23.3) $ (13.7) $ (213.5) $ 24.7 $ (233.8) Assets $ 503.5 $ 9,924.9 $ 1,742.3 $ 3,801.9 $ (11,667.2) $ 4,305.4 Goodwill 53.4 3,318.2 850.8 — (4,169.0) 53.4 The activities in our segments include the following: • Restaurant Group. This segment consists primarily of the operations of O'Charley's and 99 Restaurants in which we have 65.4% and 88.5% ownership interests, respectively. O'Charley's and 99 Restaurants and their affiliates are the owners and operators of the O'Charley's and Ninety Nine Restaurants restaurant concepts, respectively. This segment also includes the operations of Legendary Baking and VIBSQ Holdco, LLC ("VIBSQ") prior to their respective sales in 2021. During the three months ended March 31, 2022, other than the winding down of certain immaterial retained assets and liabilities of Legendary Baking and VIBSQ, we have no further material interest in Legendary Baking and VIBSQ. • Dun & Bradstreet. This segment consists of our 20.3% ownership interest in Dun & Bradstreet. Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Clients embed D&B's trusted, end-to-end solutions into their daily workflows to enhance salesforce productivity, gain visibility into key markets, inform commercial credit decisions and confirm that suppliers are financially viable and compliant with laws and regulations. Dun & Bradstreet's solutions support its clients’ mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes. Dun & Bradstreet's global commercial database as of December 31, 2021 contained hundreds of millions of 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 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 Affiliate Elimination section of the segment presentation above. See Note D for further discussion of our ownership interest in Dun & Bradstreet and related accounting. • Alight . This segment consists of our 9.7% ownership interest in Alight. Alight is a leading cloud-based provider of integrated digital human capital and business solutions. Alight has an unwavering belief that a company’s success starts with its people, and its solutions connect human insights with technology. Leveraging artificial intelligence and data analytics, Alight provide an integrated, personalized experience for employees using technology-driven solutions that unlock value for employers. Alight's mission-critical solutions enable employees to enrich their health, wealth and wellbeing which helps global organizations achieve a high-performance culture. Our chief operating decision maker reviews the full financial results of Alight for purposes of assessing performance and allocating resources. Thus, we consider Alight a reportable segment and have included the full results of Alight subsequent to our initial acquisition of an ownership interest in the tables above. We account for Alight using the equity method of accounting, and therefore, its results do not consolidate into ours. Accordingly, we have presented the elimination of Alight's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of Alight on a three-month lag and we acquired our ownership interest on July 2, 2021. Accordingly, our net earnings and the segment table above, respectively, for the three months ended March 31, 2022, include our equity in Alight’s earnings and complete results of Alight, respectively, for the three months ended December 31, 2021. • Paysafe . This segment consists of our 8.3% ownership interest in Paysafe. Paysafe provides payment solutions through several business lines. These business lines are focused on card not present and card present solutions for small to medium size business merchants, wallet based online payment solutions through Skrill and NETELLER brands and solutions that enable consumers to use cash to facilitate online purchases through its paysafecard prepaid vouchers. Our chief operating decision maker reviews the full financial results of Paysafe for purposes of assessing performance and allocating resources. Thus, we consider Paysafe a reportable segment and have included the full results of Paysafe subsequent to our initial acquisition of an ownership interest in the tables above. We account for Paysafe using the equity method of accounting, and therefore, its results do not consolidate into ours. Accordingly, we have presented the elimination of Paysafe's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of Paysafe on a three-month lag and we acquired our ownership interest on March 30, 2021. Accordingly, our net earnings and the segment tables above, respectively, for the three months ended March 31, 2022, include our equity in Paysafe’s earnings and complete results of Paysafe, respectively, for the three months ended December 31, 2021. • AmeriLife. This segment consists of our 19.6% ownership interest in AmeriLife, which we acquired on March 18, 2020. 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 therefore, its results do not consolidate into ours. Accordingly, we have presented the elimination of AmeriLife's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of AmeriLife on a three-month lag. Our net earnings and the segment tables above, respectively, for the three months ended March 31, 2022 and 2021 includes our equity in AmeriLife’s losses and the complete results of AmeriLife, respectively, for the three months ended December 31, 2021 and 2020, respectively. • Corporate and Other. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 (In millions) Cash paid during the period: Interest $ 1.7 $ 1.3 Income taxes 0.4 — Operating leases 9.1 10.2 Non-cash investing and financing activities: D&B shares received as partial consideration for the Optimal Blue Disposition 435.0 — |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021. All intercompany profits, transactions and balances have been eliminated. Our ownership interests in non-majority-owned partnerships and affiliates are accounted for under the equity method of accounting or as equity securities. Earnings attributable to noncontrolling interests are recorded on the 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 TransactionsDuring the three months ended March 31, 2022 and 2021, we incurred $10.6 million and $7.6 million, respectively, of management fee expenses payable to our Manager, and in the three months ended March 31, 2022 and 2021, we incurred $45.2 million and $17.1 million, respectively, of carried interest expense related to monetization of the Company's investments, both of 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 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. |
Recent Accounting Pronouncements | Recent Accounting PronouncementsWe 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 operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Franchise 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, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Three Months Ended March 31, 2022 2021 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 161.7 $ 158.1 Bakery sales Restaurant Group 0.3 8.2 Franchise and other Restaurant Group 0.1 1.0 Total restaurant revenue 162.1 167.3 Other operating revenue: Real estate and resort Corporate and other 4.9 4.2 Other Corporate and other 0.4 0.4 Total other operating revenue 5.3 4.6 Total operating revenues $ 167.4 $ 171.9 |
Contract Balances | The following table provides information about trade receivables and deferred revenue: March 31, December 31, 2022 2021 (In millions) Trade receivables, net $ 7.4 $ 17.7 Deferred revenue (contract liabilities) 18.4 23.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021, respectively: March 31, 2022 Level 1 Level 2 Level 3 Total (In millions) Assets: Equity securities: Ceridian $ 546.9 $ — $ — $ 546.9 AAII FPA — — 0.2 0.2 Total equity securities 546.9 — 0.2 547.1 Other noncurrent assets: Paysafe Warrants 4.3 — — 4.3 AAII Warrants — 11.1 — 11.1 Total other noncurrent assets 4.3 11.1 — 15.4 Total Assets $ 551.2 $ 11.1 $ 0.2 $ 562.5 December 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Equity securities: Ceridian $ 1,044.6 $ — $ — $ 1,044.6 AAII FPA — — 0.5 0.5 Total equity securities 1,044.6 — 0.5 1,045.1 Other noncurrent assets: S1 Backstop Agreement — 12.0 — 12.0 Paysafe Warrants 5.4 — — 5.4 AAII Warrants — 19.3 — 19.3 Total other noncurrent assets 5.4 31.3 — 36.7 Total assets $ 1,050.0 $ 31.3 $ 0.5 $ 1,081.8 |
Summary of Changes in the Fair Values of Level 3 Assets Measured on a Recurring Basis | The following table presents a summary of the changes in the fair values of Level 3 assets measured on a recurring basis (in millions). Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 AAII Corporate debt Forward Purchase Subscription AAII FPA securities Agreements Agreements Warrants Total Fair value, beginning of period $ 0.5 $ 35.2 $ 136.1 $ 169.6 $ — $ 340.9 Net valuation (loss) gain included in earnings (1) (0.3) — (21.6) 9.9 6.5 (5.2) Reclassification to investments in unconsolidated affiliates and warrants — — (100.6) (178.5) — (279.1) Purchase of AAII Warrants — — — — 29.6 29.6 Net valuation gain included in other comprehensive earnings (2) — 0.6 — — — 0.6 Fair value, end of period $ 0.2 $ 35.8 $ 13.9 $ 1.0 $ 36.1 $ 86.8 _____________________________________ (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 Earnings (Loss) |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Gains on Equity Securities Included in Recognized Gains and Losses | Gains (losses) on equity securities included in Recognized losses, net on the Condensed Consolidated Statements of Operations consisted of the following for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions) Net losses recognized during the period on equity securities $ (324.7) $ (317.5) Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period (35.7) 9.8 Unrealized losses recognized during the reporting period on equity securities held at the reporting date $ (289.0) $ (327.3) |
Schedule of Investments, Aggregate Fair Value of Ownership and Equity in Earnings of Unconsolidated Affiliates | Investments in unconsolidated affiliates recorded using the equity method of accounting as of March 31, 2022 and December 31, 2021 consisted of the following: Ownership at March 31, 2022 March 31, 2022 December 31, 2021 (in millions) Dun & Bradstreet 20.3 % $ 982.3 $ 595.0 Paysafe 8.3 % 202.6 431.1 Alight/FTAC Sponsor (1) 9.7 % 516.5 505.0 System1/Trebia Sponsor (2) 26.5 % 271.5 — Optimal Blue — % — 267.7 AmeriLife 19.6 % 108.6 112.7 Sightline 33.5 % 265.6 269.5 Other various 88.0 80.3 Total $ 2,435.1 $ 2,261.3 _____________________________________ (1) As of December 31, 2021, represents both the Company's direct interest in Alight and indirect interest in Alight held through our interest in the FTAC Sponsor. (2) Represents both the Company's direct interest in System1 and indirect interest in System1 held through our interest in the Trebia Sponsor. The aggregate fair value of our direct and indirect ownership in the common stock of unconsolidated affiliates that have quoted market prices as of March 31, 2022 consisted of the following: March 31, 2022 (in millions) Dun & Bradstreet $ 1,546.6 Paysafe 202.6 Alight 522.1 System1 411.7 Equity in earnings of unconsolidated affiliates for the three months ended March 31, 2022 and 2021 consisted of the following: Three Months Ended March 31, 2022 2021 (in millions) Dun & Bradstreet $ (7.5) (6.4) Paysafe/Trasimene Capital FT, LP II ("FTAC II Sponsor") (1) 6.8 66.8 Alight/FTAC Sponsor 6.7 — System1/Trebia Sponsor (2) 12.8 — Optimal Blue (1.3) (4.0) AmeriLife (5.1) (5.9) Sightline (4.3) — Other 23.8 3.4 Total $ 31.9 $ 53.9 _____________________________________ (1) The amount for the quarter ended March 31, 2021 represents the Company's equity in earnings of FTAC II Sponsor only. (2) The amount for the quarter ended March 31, 2022 represents the Company's equity in earnings of Trebia Sponsor only. Summarized financial information for Dun & Bradstreet for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings 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 $ 732.3 $ 718.0 Goodwill and other intangible assets, net 8,165.1 8,317.8 Other assets 959.8 961.4 Total assets $ 9,857.2 $ 9,997.2 Current liabilities $ 973.4 $ 1,004.9 Long-term debt 3,688.7 3,716.7 Other non-current liabilities 1,486.2 1,530.3 Total liabilities 6,148.3 6,251.9 Total equity 3,708.9 3,745.3 Total liabilities and equity $ 9,857.2 $ 9,997.2 Three months ended March 31, 2022 2021 (In millions) Total revenues $ 536.0 $ 504.5 Loss before income taxes (39.8) (33.7) Net loss (29.8) (23.3) Net income attributable to noncontrolling interest (1.5) (1.7) Net loss attributable to Dun & Bradstreet (31.3) (25.0) |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable, net consists of the following: March 31, December 31, (In millions) 2020 Margin Facility $ — $ — 2021 Restaurants Credit Facility — — Brasada Interstate Loans 12.5 12.6 FNF Revolver — — Other 2.8 3.8 Notes payable, total $ 15.3 $ 16.4 Less: Notes payable, current 1.6 2.3 Notes payable, long term $ 13.7 $ 14.1 |
Gross Principal Maturities of Notes Payable | Gross principal maturities of notes payable at March 31, 2022 are as follows (in millions): 2022 (remaining) $ 1.5 2023 0.7 2024 0.9 2025 0.7 2026 10.5 Thereafter 1.5 Total $ 15.8 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligations | Purchase obligations as of March 31, 2022 are as follows (in millions): 2022 (remaining) $ 78.3 2023 8.9 2024 6.4 2025 6.4 2026 4.5 Thereafter 0.8 Total purchase commitments $ 105.3 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | As of and for the three months ended March 31, 2022: Restaurant Group Dun & Bradstreet Paysafe Alight AmeriLife Corporate and Other Affiliate Elimination Total (in millions) Restaurant revenues $ 162.1 $ — $ — $ — $ — $ — $ — $ 162.1 Other operating revenues — 536.0 371.6 864.0 157.0 5.3 (1,928.6) 5.3 Revenues from external customers 162.1 536.0 371.6 864.0 157.0 5.3 (1,928.6) 167.4 Interest, investment and other income, including recognized gains (losses), net (0.6) (9.0) 64.1 86.0 — (264.6) (141.1) (265.2) Total revenues, other income and realized gains (losses), net 161.5 527.0 435.7 950.0 157.0 (259.3) (2,069.7) (97.8) Depreciation and amortization 5.3 149.4 64.0 96.0 15.4 0.5 (324.8) 5.8 Interest expense (1.1) (47.2) (21.5) (29.0) (13.9) (1.3) 111.6 (2.4) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (5.3) (39.8) 71.5 97.0 (16.2) (337.9) (112.5) (343.2) Income tax (benefit) expense (0.7) (9.3) (19.0) 25.0 — (61.2) 3.3 (61.9) (Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates (4.6) (30.5) 90.5 72.0 (16.2) (276.7) (115.8) (281.3) Equity in earnings (losses) of unconsolidated affiliates 0.1 0.7 — — — 30.9 0.2 31.9 Net (loss) earnings from continuing operations $ (4.5) $ (29.8) $ 90.5 $ 72.0 $ (16.2) $ (245.8) $ (115.6) $ (249.4) Assets $ 370.0 $ 9,857.2 $ 7,267.2 $ 10,988.0 $ 1,911.8 $ 3,122.7 $ (30,024.2) $ 3,492.7 Goodwill 53.4 3,475.4 3,650.0 3,638.0 971.1 — (11,734.5) 53.4 As of and for the three months ended March 31, 2021: Restaurant Group Dun & Bradstreet AmeriLife Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 167.3 $ — $ — $ — $ — $ 167.3 Other operating revenues — 504.5 131.0 4.6 (635.5) 4.6 Revenues from external customers 167.3 504.5 131.0 4.6 (635.5) 171.9 Interest investment and other income (expense), including recognized gains and losses, net 0.2 6.9 — (311.8) (6.9) (311.6) Total revenues, other income and realized gains (losses), net 167.5 511.4 131.0 (307.2) (642.4) (139.7) Depreciation and amortization 7.2 149.7 17.2 0.7 (166.9) 7.9 Interest expense (2.4) (48.9) (11.2) 0.3 60.1 (2.1) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (8.0) (33.7) (13.7) (341.7) 47.4 (349.7) Income tax (benefit) expense — (9.8) — (62.0) 9.8 (62.0) (Loss) earnings before equity in earnings of unconsolidated affiliates (8.0) (23.9) (13.7) (279.7) 37.6 (287.7) Equity in earnings (losses) of unconsolidated affiliates — 0.6 — 66.2 (12.9) 53.9 Net (loss) earnings from continuing operations $ (8.0) $ (23.3) $ (13.7) $ (213.5) $ 24.7 $ (233.8) Assets $ 503.5 $ 9,924.9 $ 1,742.3 $ 3,801.9 $ (11,667.2) $ 4,305.4 Goodwill 53.4 3,318.2 850.8 — (4,169.0) 53.4 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 (In millions) Cash paid during the period: Interest $ 1.7 $ 1.3 Income taxes 0.4 — Operating leases 9.1 10.2 Non-cash investing and financing activities: D&B shares received as partial consideration for the Optimal Blue Disposition 435.0 — |
Basis of Financial Statements -
Basis of Financial Statements - Recent Developments (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 17, 2022 | Feb. 15, 2022 | Jan. 10, 2022 | Feb. 26, 2021 | May 09, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | Apr. 18, 2022 | Jan. 27, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||||||||||
Aggregate investment value | $ 2,435.1 | $ 2,261.3 | ||||||||
Proceeds from partial sale of Ceridian shares | $ 173.3 | |||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||||||||
Stock repurchases | $ 53.9 | |||||||||
2021 Repurchase Program | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Stock repurchase program, period | 3 years | |||||||||
Stock repurchase program, number of shares authorized to be repurchased (up to) | 10,000,000 | |||||||||
Treasury stock repurchases (in shares) | 2,000,000 | |||||||||
Stock repurchases | $ 54 | |||||||||
Stock repurchase, average price per share (in usd per share) | $ 26.96 | |||||||||
Affiliated Entity | Fidelity National Financial Inc. | 2021 Repurchase Program | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Treasury stock repurchases (in shares) | 1,000,000 | |||||||||
Stock repurchases | $ 24 | |||||||||
System1 | Class D Common Stock Converted to Class C Common Stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Conversion of convertible securities, shares (in shares) | 833,750 | |||||||||
Ceridian | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Owned investment (in shares) | 8,000,000 | |||||||||
Percentage of ownership after sale of stock transaction | 5.30% | |||||||||
Dun & Bradstreet | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Common stock, par value (in usd per share) | $ 0.0001 | |||||||||
Trebia | Subscription for Trebia Class A Common Stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Backstop subscription, facility investment commitment | $ 250 | $ 200 | ||||||||
Backstop subscription, sponsors of Trebia , class B ordinary shares forfeited, exchanged for investee class B ordinary shares as consideration | 1,352,941 | |||||||||
System1 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Owned investment (in shares) | 28,200,000 | |||||||||
Aggregate investment value | $ 248.3 | |||||||||
Investment owned, warrants to purchase common shares (in shares) | 1,200,000 | |||||||||
Ownership percentage | 26.10% | 26.50% | ||||||||
Shares converted, ratable portion, shares (in shares) | 217,500 | |||||||||
System1 | Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Owned investment (in shares) | 27,500,000 | |||||||||
Ownership percentage | 24.80% | |||||||||
Additional shares owned (in shares) | 500,000 | |||||||||
Number of shares sold (in shares) | 1,400,000 | |||||||||
Proceeds from partial sale of Ceridian shares | $ 19.5 | |||||||||
Optimal Blue | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate investment value | $ 0 | 267.7 | ||||||||
Ownership percentage | 0.00% | |||||||||
Consideration received on disposition of shares | $ 144.5 | |||||||||
Gain on sale of stock | $ 313 | |||||||||
Dun & Bradstreet | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Owned investment (in shares) | 88,300,000 | |||||||||
Aggregate investment value | $ 982.3 | $ 595 | ||||||||
Ownership percentage | 20.30% | |||||||||
Consideration received on disposition, shares of common stock (in shares) | 21,800,000 | |||||||||
Shares transferred to Manager for carried interest (in shares) | 1,600,000 | |||||||||
Alight | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Ownership percentage | 9.70% | |||||||||
Underwritten Secondary Public Offering | Ceridian | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Sale of stock (in shares) | 2,000,000 | |||||||||
Proceeds from sale of stock | $ 173.3 |
Basis of Financial Statements_2
Basis of Financial Statements - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Other operating expenses | $ 70.7 | $ 40.3 |
Management Fee Expense Payable | ||
Related Party Transaction [Line Items] | ||
Other operating expenses | 10.6 | 7.6 |
Management Fee Expense , Interest Payable | ||
Related Party Transaction [Line Items] | ||
Other operating expenses | $ 45.2 | $ 17.1 |
Basis of Financial Statements_3
Basis of Financial Statements - Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Antidilutive shares excluded from calculation of diluted earnings per share (in shares) | 100,000 | 100,000 |
Basis of Financial Statements_4
Basis of Financial Statements - Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Effective tax rate | 18.00% | 17.70% | |
Deferred tax liability | $ 2.3 | $ 143.8 | |
Change in deferred taxes | $ 141.5 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 167.4 | $ 171.9 |
Restaurant sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 162.1 | 167.3 |
Restaurant Group | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 162.1 | 167.3 |
Restaurant Group | Restaurant sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 161.7 | 158.1 |
Restaurant Group | Bakery sales | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 0.3 | 8.2 |
Restaurant Group | Franchise and other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 0.1 | 1 |
Corporate and Other | Real estate and resort | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 4.9 | 4.2 |
Corporate and Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | 0.4 | 0.4 |
Total other operating revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 5.3 | $ 4.6 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Trade receivables, net | $ 7.4 | $ 17.7 | |
Deferred revenue (contract liabilities) | 18.4 | $ 23.1 | |
Revenue recognized that was included in deferred revenue | $ 2.4 | $ 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, 2022 | Dec. 31, 2021 |
Assets: | ||
Equity securities: | $ 547.1 | $ 1,045.1 |
Other noncurrent assets: | 15.4 | 36.7 |
Total Assets | 562.5 | 1,081.8 |
Ceridian | ||
Assets: | ||
Equity securities: | 546.9 | 1,044.6 |
AAII FPA | ||
Assets: | ||
Equity securities: | 0.2 | 0.5 |
S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 12 | |
Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 4.3 | 5.4 |
AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 11.1 | 19.3 |
Level 1 | ||
Assets: | ||
Equity securities: | 546.9 | 1,044.6 |
Other noncurrent assets: | 4.3 | 5.4 |
Total Assets | 551.2 | 1,050 |
Level 1 | Ceridian | ||
Assets: | ||
Equity securities: | 546.9 | 1,044.6 |
Level 1 | AAII FPA | ||
Assets: | ||
Equity securities: | 0 | 0 |
Level 1 | S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 1 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 4.3 | 5.4 |
Level 1 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | 0 |
Level 2 | ||
Assets: | ||
Equity securities: | 0 | 0 |
Other noncurrent assets: | 11.1 | 31.3 |
Total Assets | 11.1 | 31.3 |
Level 2 | Ceridian | ||
Assets: | ||
Equity securities: | 0 | 0 |
Level 2 | AAII FPA | ||
Assets: | ||
Equity securities: | 0 | 0 |
Level 2 | S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 12 | |
Level 2 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | 0 |
Level 2 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 11.1 | 19.3 |
Level 3 | ||
Assets: | ||
Equity securities: | 0.2 | 0.5 |
Other noncurrent assets: | 0 | 0 |
Total Assets | 0.2 | 0.5 |
Level 3 | Ceridian | ||
Assets: | ||
Equity securities: | 0 | 0 |
Level 3 | AAII FPA | ||
Assets: | ||
Equity securities: | 0.2 | 0.5 |
Level 3 | S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 3 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | 0 |
Level 3 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity investment | $ 246.5 | $ 35.1 | |
AAII FPA | AAII FPA | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Forward purchase agreement, commitment to purchase, shares (in shares) | 12,500,000 | ||
Forward purchase agreement, commitment to purchase, warrants, price per share (in usd per share) | $ 11.50 | ||
Forward purchase agreement, investment commitment | $ 125 | ||
AAII FPA | Purchase Redeemable Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Forward purchase agreement, commitment to purchase, shares (in shares) | 3,125,000 | ||
Equity Sponsors | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity investment | $ 29.6 | ||
Ownership percentage | 20.00% | ||
Direct interest in private placement warrants (in shares) | 19,733,333 | ||
Foley Trasimene Acquisition Corp. II | |||
Fair Value Disclosures [Abstract] | |||
Probability of consummation of business combination, percentage | 70.00% | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Probability of consummation of business combination, percentage | 70.00% |
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, 2022 | Mar. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | $ 340.9 | |
Net valuation (loss) gain included in earnings | (5.2) | |
Purchase of AAII Warrants | 29.6 | |
Net valuation gain included in other comprehensive earnings | 0.6 | |
Fair value, end of period | 86.8 | |
Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (279.1) | |
Common stock | AAII FPA | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | $ 0.5 | |
Net valuation (loss) gain included in earnings | (0.3) | |
Fair value, end of period | $ 0.2 | |
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 (loss) gain included in earnings | (21.6) | |
Net valuation gain included in other comprehensive earnings | 0 | |
Fair value, end of period | 13.9 | |
Common stock | Forward Purchase Agreements | Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (100.6) | |
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 (loss) gain included in earnings | 9.9 | |
Fair value, end of period | 1 | |
Common stock | Subscription Agreements | Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (178.5) | |
Common stock | Austerlitz II Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 0 | |
Net valuation (loss) gain included in earnings | 6.5 | |
Purchase of AAII Warrants | 29.6 | |
Fair value, end of period | 36.1 | |
Common stock | Austerlitz II Warrants | Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | 0 | |
Corporate debt securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 35.2 | |
Net valuation (loss) gain included in earnings | 0 | |
Net valuation gain included in other comprehensive earnings | 0.6 | |
Fair value, end of period | $ 35.8 |
Investments - Equity Securities
Investments - Equity Securities Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net losses recognized during the period on equity securities | $ (324.7) | $ (317.5) |
Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period | (35.7) | 9.8 |
Unrealized losses recognized during the reporting period on equity securities held at the reporting date | $ (289) | $ (327.3) |
Investments - Schedule of Inves
Investments - Schedule of Investments, Aggregate Fair Value of Ownership and Equity in Earnings of Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 30, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investments in unconsolidated affiliates | $ 2,435.1 | $ 2,261.3 | ||
Equity in earnings of unconsolidated affiliates | $ 31.9 | $ 53.9 | ||
Dun & Bradstreet | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership (as percentage) | 20.30% | |||
Investments in unconsolidated affiliates | $ 982.3 | 595 | ||
Aggregate value of ownership based on quoted market price | 1,546.6 | |||
Equity in earnings of unconsolidated affiliates | $ (7.5) | (6.4) | ||
Paysafe | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership (as percentage) | 8.30% | |||
Investments in unconsolidated affiliates | $ 202.6 | $ 438.6 | 431.1 | |
Aggregate value of ownership based on quoted market price | $ 202.6 | |||
Alight/FTAC Sponsor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership (as percentage) | 9.70% | |||
Investments in unconsolidated affiliates | $ 516.5 | 505 | ||
Aggregate value of ownership based on quoted market price | 522.1 | |||
Equity in earnings of unconsolidated affiliates | $ 6.7 | 0 | ||
System1/Trebia Sponsor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership (as percentage) | 26.50% | |||
Investments in unconsolidated affiliates | $ 271.5 | 0 | ||
Aggregate value of ownership based on quoted market price | 411.7 | |||
Equity in earnings of unconsolidated affiliates | $ 12.8 | 0 | ||
Optimal Blue | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership (as percentage) | 0.00% | |||
Investments in unconsolidated affiliates | $ 0 | 267.7 | ||
Equity in earnings of unconsolidated affiliates | (1.3) | (4) | ||
Paysafe/Trasimene Capital FT, LP II ("FTAC II Sponsor") | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in earnings of unconsolidated affiliates | $ 6.8 | 66.8 | ||
AmeriLife | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership (as percentage) | 19.60% | |||
Investments in unconsolidated affiliates | $ 108.6 | 112.7 | ||
Equity in earnings of unconsolidated affiliates | $ (5.1) | (5.9) | ||
Sightline | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership (as percentage) | 33.50% | |||
Investments in unconsolidated affiliates | $ 265.6 | 269.5 | ||
Equity in earnings of unconsolidated affiliates | (4.3) | 0 | ||
Other | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments in unconsolidated affiliates | 88 | $ 80.3 | ||
Equity in earnings of unconsolidated affiliates | $ 23.8 | $ 3.4 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 30, 2022 | Feb. 15, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||||
Aggregate investment value | $ 2,435.1 | $ 2,261.3 | ||
Dun & Bradstreet | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Difference between carrying amount and underlying equity | $ 244.2 | |||
Aggregate value of ownership based on quoted market price | 1,546.6 | |||
Aggregate investment value | 982.3 | 595 | ||
Dun & Bradstreet | Finite-Lived Intangible Assets | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Difference between carrying amount and underlying equity | 147.7 | |||
Dun & Bradstreet | Indefinite-lived Intangible Assets | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Difference between carrying amount and underlying equity | 59.7 | |||
Dun & Bradstreet | Goodwill | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Difference between carrying amount and underlying equity | $ 36.8 | |||
Paysafe | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Aggregate value of ownership based on quoted market price | 202.6 | |||
Aggregate investment value | 202.6 | $ 438.6 | 431.1 | |
Other than temporary impairment of investment | 236 | |||
QOMPLX | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Investment without readily determinable fair value | $ 55.7 | $ 55.7 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information, Dun & Bradstreet (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Balance Sheets | ||||
Total current assets | $ 76.3 | $ 121.6 | ||
Total assets | 3,492.7 | $ 4,305.4 | 3,889.6 | |
Current liabilities | 229.7 | 179.5 | ||
Long-term debt | 15.3 | 16.4 | ||
Total liabilities | 450 | 548.5 | ||
Total equity | 3,042.7 | 3,550.3 | 3,341.1 | $ 3,785.2 |
Total liabilities and equity | 3,492.7 | 3,889.6 | ||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | (97.8) | (139.7) | ||
Net loss | (249.4) | (233.8) | ||
Less: Net loss attributable to noncontrolling interests | (1.8) | (0.7) | ||
Dun & Bradstreet | ||||
Condensed Consolidated Balance Sheets | ||||
Total current assets | 732.3 | 718 | ||
Goodwill and other intangible assets, net | 8,165.1 | 8,317.8 | ||
Other assets | 959.8 | 961.4 | ||
Total assets | 9,857.2 | 9,997.2 | ||
Current liabilities | 973.4 | 1,004.9 | ||
Long-term debt | 3,688.7 | 3,716.7 | ||
Other non-current liabilities | 1,486.2 | 1,530.3 | ||
Total liabilities | 6,148.3 | 6,251.9 | ||
Total equity | 3,708.9 | 3,745.3 | ||
Total liabilities and equity | 9,857.2 | $ 9,997.2 | ||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | 536 | 504.5 | ||
Loss before income taxes | (39.8) | (33.7) | ||
Net loss | (29.8) | (23.3) | ||
Less: Net loss attributable to noncontrolling interests | (1.5) | (1.7) | ||
Net loss | $ (31.3) | $ (25) |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Notes payable, total | $ 15,300,000 | $ 16,400,000 |
Less: Notes payable, current | 1,600,000 | 2,300,000 |
Notes payable, long term | 13,700,000 | 14,100,000 |
2020 Margin Facility | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
2021 Restaurants Credit Facility | 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 | 12,500,000 | 12,600,000 |
FNF Revolver | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
Other | Notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 2,800,000 | $ 3,800,000 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) | Jan. 20, 2022shares | Dec. 10, 2021USD ($)shares | Aug. 16, 2021USD ($)shares | Dec. 01, 2020USD ($) | Nov. 30, 2020USD ($)shares | Nov. 17, 2017USD ($) | May 09, 2022USD ($) | Mar. 31, 2022USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 21, 2018USD ($) | Jan. 29, 2016USD ($) |
Line of Credit Facility [Line Items] | |||||||||||
Common stock issued (in shares) | shares | 92,490,514 | 92,460,514 | |||||||||
Long-term debt | $ 15,300,000 | $ 16,400,000 | |||||||||
Ninety-Nine Restaurants, LLC | O'Charley's and Restaurant Growth Services, LLC | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Parent ownership percentage | 65.40% | ||||||||||
2020 Margin Facility | Ceridian | Senior Lien | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Common stock issued (in shares) | shares | 6,000,000 | ||||||||||
Common stock shares issued, additional shares (in shares) | shares | 16,000,000 | 4,000,000 | |||||||||
2020 Margin Facility | Dun & Bradstreet | Senior Lien | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Common stock issued (in shares) | shares | 19,000,000 | ||||||||||
Common stock shares issued, additional shares (in shares) | 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 borrowing capacity increase | $ 100,000,000 | $ 100,000,000 | |||||||||
Line of credit outstanding balance | 0 | ||||||||||
Amount available to be drawn | 300,000,000 | ||||||||||
Long-term debt | $ 0 | $ 0 | |||||||||
2020 Margin Facility | Revolver Note | Subsequent Event | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Borrowing under credit facility | $ 60,000,000 | ||||||||||
2020 Margin Facility | Revolver Note | Ceridian | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Collateral released. common stock (in shares) | shares | 1,000,000 | ||||||||||
2020 Margin Facility | Revolver Note | Ceridian | Senior Lien | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Common stock held as collateral for credit facility (in shares) | shares | 1,000,000 | 6,000,000 | 5,000,000 | ||||||||
Loan-to-value ratios, limit of collateral value of common stock | 1.5 | ||||||||||
2020 Margin Facility | Revolver Note | Dun & Bradstreet | Senior Lien | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Common stock held as collateral for credit facility (in shares) | shares | 35,000,000 | 35,000,000 | |||||||||
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 | $ 25,000,000 | ||||||||||
Decrease in borrowing capacity | $ 7,500,000 | ||||||||||
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 | Ninety-Nine Restaurants, LLC | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Notes, face amounts | $ 37,000,000 | ||||||||||
2021 Restaurants Credit Facility | Revolver Note | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Long-term debt | $ 0 | $ 0 | |||||||||
2021 Restaurants Credit Facility | Revolver Note | Ninety-Nine Restaurants, LLC | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate borrowing capacity | 25,000,000 | ||||||||||
2021 Restaurants Credit Facility | Letter of Credit | Ninety-Nine Restaurants, LLC | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate borrowing capacity | 15,000,000 | ||||||||||
Brasada Credit Agreement | NV Brasada | Acquisition Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Notes, face amounts | $ 12,500,000 | ||||||||||
Brasada Credit Agreement | NV Brasada | Acquisition Loan | Minimum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Variable rate interest | 2.41% | ||||||||||
Brasada Credit Agreement | NV Brasada | Acquisition Loan | Maximum | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Variable rate interest | 4.51% | ||||||||||
Brasada Credit Agreement | NV Brasada | Line of Credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Aggregate borrowing capacity | 700,000 | ||||||||||
Long-term debt | $ 700,000 | ||||||||||
Variable rate interest | 4.00% | ||||||||||
Brasada Credit Agreement | Line of Credit | NV Brasada | Acquisition Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Long-term debt | $ 9,900,000 | ||||||||||
Brasada Credit Agreement | Line of Credit | NV Brasada | Acquisition Loan, C Note | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Long-term debt | $ 2,000,000 | $ 2,100,000 | |||||||||
Variable rate interest | 2.48% | ||||||||||
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, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 (remaining) | $ 1.5 |
2023 | 0.7 |
2024 | 0.9 |
2025 | 0.7 |
2026 | 10.5 |
Thereafter | 1.5 |
Total Long Term Debt | $ 15.8 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Mar. 31, 2022restaurant | 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, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (remaining) | $ 78.3 |
2023 | 8.9 |
2024 | 6.4 |
2025 | 6.4 |
2026 | 4.5 |
Thereafter | 0.8 |
Total purchase commitments | $ 105.3 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 167.4 | $ 171.9 | |
Interest investment and other income (expense), including recognized gains and losses, net | (265.2) | (311.6) | |
Total revenues, other income and realized gains (losses), net | (97.8) | (139.7) | |
Depreciation and amortization | 5.8 | 7.9 | |
Interest expense | (2.4) | (2.1) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (343.2) | (349.7) | |
Income tax (benefit) expense | (61.9) | (62) | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (281.3) | (287.7) | |
Equity in earnings (losses) from equity investments | 31.9 | 53.9 | |
Net (loss) earnings from continuing operations | (249.4) | (233.8) | |
Assets | 3,492.7 | $ 3,889.6 | 4,305.4 |
Goodwill | 53.4 | 53.4 | 53.4 |
Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (1,928.6) | (635.5) | |
Interest investment and other income (expense), including recognized gains and losses, net | (141.1) | (6.9) | |
Total revenues, other income and realized gains (losses), net | (2,069.7) | (642.4) | |
Depreciation and amortization | (324.8) | (166.9) | |
Interest expense | 111.6 | 60.1 | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (112.5) | 47.4 | |
Income tax (benefit) expense | 3.3 | 9.8 | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (115.8) | 37.6 | |
Equity in earnings (losses) from equity investments | 0.2 | (12.9) | |
Net (loss) earnings from continuing operations | (115.6) | 24.7 | |
Assets | (30,024.2) | (11,667.2) | |
Goodwill | (11,734.5) | (4,169) | |
Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 162.1 | 167.3 | |
Restaurant revenue | Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Other operating revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 5.3 | 4.6 | |
Other operating revenue | Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (1,928.6) | (635.5) | |
Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 162.1 | 167.3 | |
Restaurant Group | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 162.1 | 167.3 | |
Interest investment and other income (expense), including recognized gains and losses, net | (0.6) | 0.2 | |
Total revenues, other income and realized gains (losses), net | 161.5 | 167.5 | |
Depreciation and amortization | 5.3 | 7.2 | |
Interest expense | (1.1) | (2.4) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (5.3) | (8) | |
Income tax (benefit) expense | (0.7) | 0 | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (4.6) | (8) | |
Equity in earnings (losses) from equity investments | 0.1 | 0 | |
Net (loss) earnings from continuing operations | (4.5) | (8) | |
Assets | 370 | 503.5 | |
Goodwill | 53.4 | 53.4 | |
Restaurant Group | Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 161.7 | 158.1 | |
Restaurant Group | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 162.1 | 167.3 | |
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 | 536 | 504.5 | |
Interest investment and other income (expense), including recognized gains and losses, net | (9) | 6.9 | |
Total revenues, other income and realized gains (losses), net | 527 | 511.4 | |
Depreciation and amortization | 149.4 | 149.7 | |
Interest expense | (47.2) | (48.9) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (39.8) | (33.7) | |
Income tax (benefit) expense | (9.3) | (9.8) | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (30.5) | (23.9) | |
Equity in earnings (losses) from equity investments | 0.7 | 0.6 | |
Net (loss) earnings from continuing operations | (29.8) | (23.3) | |
Assets | 9,857.2 | 9,924.9 | |
Goodwill | 3,475.4 | 3,318.2 | |
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 | 536 | 504.5 | |
Paysafe | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 371.6 | ||
Interest investment and other income (expense), including recognized gains and losses, net | 64.1 | ||
Total revenues, other income and realized gains (losses), net | 435.7 | ||
Depreciation and amortization | 64 | ||
Interest expense | (21.5) | ||
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 71.5 | ||
Income tax (benefit) expense | (19) | ||
(Loss) earnings before equity in earnings of unconsolidated affiliates | 90.5 | ||
Equity in earnings (losses) from equity investments | 0 | ||
Net (loss) earnings from continuing operations | 90.5 | ||
Assets | 7,267.2 | ||
Goodwill | 3,650 | ||
Paysafe | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | ||
Paysafe | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 371.6 | ||
Alight | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 864 | ||
Interest investment and other income (expense), including recognized gains and losses, net | 86 | ||
Total revenues, other income and realized gains (losses), net | 950 | ||
Depreciation and amortization | 96 | ||
Interest expense | (29) | ||
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | 97 | ||
Income tax (benefit) expense | 25 | ||
(Loss) earnings before equity in earnings of unconsolidated affiliates | 72 | ||
Equity in earnings (losses) from equity investments | 0 | ||
Net (loss) earnings from continuing operations | 72 | ||
Assets | 10,988 | ||
Goodwill | 3,638 | ||
Alight | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | ||
Alight | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 864 | ||
AmeriLife | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 157 | 131 | |
Interest investment and other income (expense), including recognized gains and losses, net | 0 | 0 | |
Total revenues, other income and realized gains (losses), net | 157 | 131 | |
Depreciation and amortization | 15.4 | 17.2 | |
Interest expense | (13.9) | (11.2) | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | $ (16.2) | (13.7) | |
Income tax (benefit) expense | 0 | 0 | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (16.2) | (13.7) | |
Equity in earnings (losses) from equity investments | 0 | 0 | |
Net (loss) earnings from continuing operations | (16.2) | (13.7) | |
Assets | 1,911.8 | 1,742.3 | |
Goodwill | 971.1 | 850.8 | |
AmeriLife | Restaurant revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
AmeriLife | Other operating revenue | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 157 | 131 | |
Corporate and Other | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 5.3 | 4.6 | |
Interest investment and other income (expense), including recognized gains and losses, net | (264.6) | (311.8) | |
Total revenues, other income and realized gains (losses), net | (259.3) | (307.2) | |
Depreciation and amortization | 0.5 | 0.7 | |
Interest expense | (1.3) | 0.3 | |
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates | (337.9) | (341.7) | |
Income tax (benefit) expense | (61.2) | (62) | |
(Loss) earnings before equity in earnings of unconsolidated affiliates | (276.7) | (279.7) | |
Equity in earnings (losses) from equity investments | 30.9 | 66.2 | |
Net (loss) earnings from continuing operations | (245.8) | (213.5) | |
Assets | 3,122.7 | 3,801.9 | |
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 | $ 5.3 | $ 4.6 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Mar. 31, 2022 |
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% |
Dun & Bradstreet | |
Segment Reporting Information [Line Items] | |
Ownership (as percentage) | 20.30% |
Alight/FTAC Sponsor | |
Segment Reporting Information [Line Items] | |
Ownership (as percentage) | 9.70% |
Paysafe | |
Segment Reporting Information [Line Items] | |
Ownership (as percentage) | 8.30% |
AmeriLife | |
Segment Reporting Information [Line Items] | |
Ownership (as percentage) | 19.60% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid during the period: | ||
Interest | $ 1.7 | $ 1.3 |
Income taxes | 0.4 | 0 |
Operating leases | 9.1 | 10.2 |
Noncash Investing and Financing Items [Abstract] | ||
D&B shares received as partial consideration for the Optimal Blue Disposition | $ 435 | $ 0 |