Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,449,622,144 | ||
Entity Common Stock, Shares Outstanding | 76,257,828 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001704720 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche, LLP |
Auditor Location | Las Vegas, NV |
Auditor Firm ID | 34 |
Audit Firm [Line Items] | |
Auditor Name | Deloitte & Touche, LLP |
Auditor Location | Las Vegas, NV |
Auditor Firm ID | 34 |
Alight | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young, LLP |
Auditor Location | Chicago, IL |
Auditor Firm ID | 42 |
Audit Firm [Line Items] | |
Auditor Name | Ernst & Young, LLP |
Auditor Location | Chicago, IL |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 247.7 | $ 85.8 |
Short-term investments | 34.9 | 0 |
Other current assets | 26.1 | 35.8 |
Income taxes receivable | 1.9 | 0 |
Total current assets | 310.6 | 121.6 |
Investments in unconsolidated affiliates | 1,950.7 | 2,261.3 |
Equity securities, at fair value | 384.9 | 1,045.1 |
Lease assets | 156 | 172 |
Property and equipment, net | 87.5 | 100.6 |
Goodwill | 53.4 | 53.4 |
Other intangible assets, net | 23.5 | 26.9 |
Deferred tax assets | 22.7 | 0 |
Other long-term investments and noncurrent assets | 136.2 | 108.7 |
Total assets | 3,125.5 | 3,889.6 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 79 | 105.6 |
Lease liabilities, current | 22.8 | 23.8 |
Income taxes payable | 0 | 24.7 |
Deferred revenue | 18.6 | 23.1 |
Notes payable, current | 2.3 | 2.3 |
Total current liabilities | 122.7 | 179.5 |
Deferred tax liabilities | 0 | 143.8 |
Lease liabilities, long-term | 151 | 166.1 |
Notes payable, long-term | 95.1 | 14.1 |
Accounts payable and other accrued liabilities, long-term | 41.8 | 45 |
Total liabilities | 410.6 | 548.5 |
Commitments and contingencies - see Note M | ||
Equity: | ||
Cannae common stock, $0.0001 par value; authorized 115,000,000 shares as of December 31, 2022 and December 31, 2021; issued of 92,583,280 and 92,460,514 shares as of December 31, 2022 and December 31, 2021, respectively; and outstanding of 76,254,972 and 86,886,034 shares as of December 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 December 31, 2022 and December 31, 2021 | 0 | 0 |
Retained earnings | 1,214.7 | 1,642.8 |
Additional paid-in capital | 1,936.2 | 1,888.3 |
Less: Treasury stock, 16,328,308 and 5,574,480 shares as of December 31, 2022 and December 31, 2021, respectively, at cost | (414) | (188.6) |
Accumulated other comprehensive loss | (18.1) | (7.2) |
Total Cannae shareholders' equity | 2,718.8 | 3,335.3 |
Noncontrolling interests | (3.9) | 5.8 |
Total equity | 2,714.9 | 3,341.1 |
Total liabilities and equity | $ 3,125.5 | $ 3,889.6 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Par value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 115,000,000 | 115,000,000 |
Common stock, shares, issued (in shares) | 92,583,280 | 92,460,514 |
Common stock, shares, outstanding (in shares) | 76,254,972 | 86,886,034 |
Preferred stock, par or value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 16,328,308 | 5,574,480 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total operating revenues | $ 662,100,000 | $ 742,200,000 | $ 585,700,000 |
Operating expenses: | |||
Cost of restaurant revenue | 571,400,000 | 617,400,000 | 524,300,000 |
Personnel costs | 59,500,000 | 80,100,000 | 94,800,000 |
Depreciation and amortization | 22,800,000 | 26,600,000 | 30,700,000 |
Other operating expenses, including asset impairments | 153,000,000 | 151,600,000 | 116,600,000 |
Goodwill impairment | 0 | 0 | 7,800,000 |
Total operating expenses | 806,700,000 | 875,700,000 | 774,200,000 |
Operating loss | (144,600,000) | (133,500,000) | (188,500,000) |
Other income (expense): | |||
Interest, investment and other income | 2,500,000 | 21,100,000 | 17,200,000 |
Interest expense | (12,300,000) | (9,800,000) | (9,000,000) |
Recognized (losses) gains, net | (181,200,000) | (310,800,000) | 2,362,200,000 |
Total other (expense) income | (191,000,000) | (299,500,000) | 2,370,400,000 |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (335,600,000) | (433,000,000) | 2,181,900,000 |
Income tax (benefit) expense | (89,900,000) | (74,000,000) | 481,200,000 |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | (245,700,000) | (359,000,000) | 1,700,700,000 |
Equity in (losses) earnings of unconsolidated affiliates | (183,900,000) | 72,600,000 | 59,100,000 |
Net (loss) earnings | (429,600,000) | (286,400,000) | 1,759,800,000 |
Less: Net (loss) earnings attributable to non-controlling interests | (1,500,000) | 600,000 | (26,400,000) |
Net (loss) earnings attributable to Cannae Holdings, Inc. common shareholders | $ (428,100,000) | $ (287,000,000) | $ 1,786,200,000 |
Basic | |||
Net (loss) earnings per share (in usd per share) | $ (5.25) | $ (3.19) | $ 20.84 |
Diluted | |||
Net (loss) earnings per share (in usd per share) | $ (5.25) | $ (3.19) | $ 20.79 |
Weighted average shares outstanding Cannae Holdings common stock, basic basis (in shares) | 81.6 | 90.1 | 85.7 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis (in shares) | 81.6 | 90.1 | 85.9 |
Restaurant revenue | |||
Revenues: | |||
Total operating revenues | $ 630,600,000 | $ 704,700,000 | $ 559,700,000 |
Other operating revenue | |||
Revenues: | |||
Total operating revenues | $ 31,500,000 | $ 37,500,000 | $ 26,000,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) earnings | $ (429.6) | $ (286.4) | $ 1,759.8 | |
Other comprehensive (loss) earnings, net of tax: | ||||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 0 | 0.6 | 10.7 |
Unrealized (loss) gain relating to investments in unconsolidated affiliates | [2] | (14.6) | 5.7 | (15.9) |
Reclassification of unrealized losses on investments in unconsolidated affiliates, net of tax, included in net earnings | [3] | 3.7 | 2.2 | 46.2 |
Reclassification of unrealized gains on investments and other financial instruments, net of tax, included in net earnings | [4] | 0 | (10.8) | 0 |
Other comprehensive (loss) earnings | (10.9) | (2.3) | 41 | |
Comprehensive (loss) earnings | (440.5) | (288.7) | 1,800.8 | |
Less: Comprehensive (loss) earnings attributable to noncontrolling interests | (1.5) | 0.6 | (26.4) | |
Comprehensive (loss) earnings attributable to Cannae | $ (439) | $ (289.3) | $ 1,827.2 | |
[1]Net of income tax expense of $0.1 million and $2.9 million for the years ended December 31, 2021 and 2020, respectively.[2]Net of income tax (benefit) expense of $(3.9) million, $1.5 million and $(4.2) million for the years ended December 31, 2022, 2021 and 2020, respectively.[3]Net of income tax expense of $1.0 million, $0.6 million and $12.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.[4]Net of income tax benefit of $2.9 million for the year ended December 31, 2021. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain on investments and other financial instruments, tax expense | $ 0.1 | $ 2.9 | |
Unrealized (loss) gain relating to investments in unconsolidated affiliates, tax expense (benefit) | $ (3.9) | 1.5 | (4.2) |
Reclassification of unrealized losses on investments in unconsolidated affiliates, tax expense | $ 1 | 0.6 | $ 12.3 |
Reclassification of unrealized gains on investments and other financial instruments, tax benefit | $ (2.9) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Unconsolidated affiliates | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Unconsolidated affiliates | Retained Earnings | Accumulated Other Comp (Loss) Earnings | Treasury Stock | Non-controlling Interests | ||
Beginning balance (in shares) at Dec. 31, 2019 | 79,700,000 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 1,529.8 | $ 0 | $ 1,396.7 | $ 143.6 | $ (45.9) | $ (5.9) | $ 41.3 | ||||
Treasury Stock, beginning balance (in shares) at Dec. 31, 2019 | 200,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Equity offering, net of offering costs (in shares) | 12,700,000 | ||||||||||
Equity offering, net of offering costs | 455 | 455 | |||||||||
Restaurant Group Reorganization | (5.5) | 6.8 | (12.3) | ||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | 10.7 | [1] | 10.7 | ||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax | (15.9) | [2] | (15.9) | ||||||||
Reclassification of unrealized gains and losses on investments in unconsolidated affiliates, net of tax, included in net earnings | 46.2 | [3] | 46.2 | ||||||||
Reclassification adjustments for unrealized gains and losses on investments and other financial instruments, net of tax, (excluding investments in unconsolidated affiliates) included in net earnings | [4] | 0 | |||||||||
Sale of noncontrolling interest in consolidated subsidiary | 3.7 | 3.7 | |||||||||
Treasury stock repurchases (in shares) | 500,000 | ||||||||||
Treasury stock repurchases | (14.4) | $ (14.4) | |||||||||
Shares withheld for taxes and in treasury | (0.8) | (0.8) | |||||||||
Stock-based compensation | 4.2 | $ 11.9 | 4.2 | $ 11.9 | |||||||
Contribution of CSA services from FNF | 1.2 | 1.2 | |||||||||
Subsidiary dividends paid to noncontrolling interests | (0.7) | (0.7) | |||||||||
Net earnings (loss) | 1,759.8 | 1,786.2 | (26.4) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 92,400,000 | ||||||||||
Ending balance at Dec. 31, 2020 | 3,785.2 | $ 0 | 1,875.8 | 1,929.8 | (4.9) | $ (21.1) | 5.6 | ||||
Treasury Stock, ending balance (in shares) at Dec. 31, 2020 | 700,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | 0.6 | [1] | 0.6 | ||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax | 5.7 | [2] | 5.7 | ||||||||
Reclassification of unrealized gains and losses on investments in unconsolidated affiliates, net of tax, included in net earnings | 2.2 | [3] | 2.2 | ||||||||
Reclassification adjustments for unrealized gains and losses on investments and other financial instruments, net of tax, (excluding investments in unconsolidated affiliates) included in net earnings | (10.8) | [4] | (10.8) | ||||||||
Treasury stock repurchases (in shares) | 4,800,000 | ||||||||||
Treasury stock repurchases | (167.3) | $ (167.3) | |||||||||
Shares withheld for taxes and in treasury (in shares) | 100,000 | ||||||||||
Shares withheld for taxes and in treasury | (0.2) | $ (0.2) | |||||||||
Stock-based compensation | 2.4 | 10.1 | 2.4 | 10.1 | |||||||
Subsidiary dividends paid to noncontrolling interests | (0.4) | (0.4) | |||||||||
Net earnings (loss) | (286.4) | (287) | 0.6 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 92,400,000 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 3,341.1 | $ 0 | 1,888.3 | 1,642.8 | (7.2) | $ (188.6) | 5.8 | ||||
Treasury Stock, ending balance (in shares) at Dec. 31, 2021 | 5,574,480 | 5,600,000 | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 92,400,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 3,341.1 | $ 0 | 1,888.3 | 1,642.8 | (7.2) | $ (188.6) | 5.8 | ||||
Treasury Stock, beginning balance (in shares) at Dec. 31, 2021 | 5,574,480 | 5,600,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | [1] | $ 0 | |||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax | (14.6) | [2] | (14.6) | ||||||||
Reclassification of unrealized gains and losses on investments in unconsolidated affiliates, net of tax, included in net earnings | 3.7 | [3] | 3.7 | ||||||||
Reclassification adjustments for unrealized gains and losses on investments and other financial instruments, net of tax, (excluding investments in unconsolidated affiliates) included in net earnings | [4] | 0 | |||||||||
Treasury stock repurchases (in shares) | 10,700,000 | ||||||||||
Treasury stock repurchases | (225.4) | $ (225.4) | |||||||||
Issuance of restricted stock (in shares) | 100,000 | ||||||||||
Stock-based compensation | 1.5 | $ 46.4 | 1.5 | $ 46.4 | |||||||
Subsidiary dividends paid to noncontrolling interests | (8.2) | (8.2) | |||||||||
Net earnings (loss) | (429.6) | (428.1) | (1.5) | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 92,500,000 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 2,714.9 | $ 0 | $ 1,936.2 | $ 1,214.7 | $ (18.1) | $ (414) | $ (3.9) | ||||
Treasury Stock, ending balance (in shares) at Dec. 31, 2022 | 16,328,308 | 16,300,000 | |||||||||
[1]Net of income tax expense of $0.1 million and $2.9 million for the years ended December 31, 2021 and 2020, respectively.[2]Net of income tax (benefit) expense of $(3.9) million, $1.5 million and $(4.2) million for the years ended December 31, 2022, 2021 and 2020, respectively.[3]Net of income tax expense of $1.0 million, $0.6 million and $12.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.[4]Net of income tax benefit of $2.9 million for the year ended December 31, 2021. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ (429.6) | $ (286.4) | $ 1,759.8 |
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Depreciation and amortization | 22.8 | 26.4 | 30.7 |
Equity in losses (earnings) of unconsolidated affiliates | 183.9 | (72.6) | (59.1) |
Distributions from investments in unconsolidated affiliates | 14.7 | 23.7 | 128.4 |
Recognized losses (gains) and impairments of assets, net | 183.9 | 309.2 | (2,343.5) |
Non-cash carried interest expense | 31.8 | 0 | 0 |
Lease asset amortization | 21.8 | 22.6 | 25.1 |
Stock-based compensation cost | 1.5 | 2.4 | 4.2 |
Changes in assets and liabilities, net of effects from acquisitions: | |||
Net decrease (increase) in other assets | 8.6 | 27.7 | (31.4) |
Net (decrease) increase in accounts payable, accrued liabilities, deferred revenue and other | (36.7) | (1.2) | 26 |
Net decrease in lease liabilities | (17.5) | (23.9) | (28.3) |
Net change in income taxes | (190.3) | (204) | 374.2 |
Net cash used in operating activities | (205.1) | (176.1) | (113.9) |
Cash flows from investing activities: | |||
Proceeds from sales of Ceridian shares | 285.7 | 400.8 | 721 |
Proceeds from sale of AmeriLife | 250 | 0 | 0 |
Proceeds from Optimal Blue Disposition, cash portion | 144.5 | 0 | 0 |
Proceeds from sale of D&B shares | 127.2 | 186 | 0 |
Proceeds from sale of CorroHealth | 78.7 | 0 | 0 |
Distributions from investments in unconsolidated affiliates | 7.9 | 298.1 | 48.3 |
Proceeds from other sales of investments in unconsolidated affiliates, equity securities and other long- term investments | 55.9 | 72.6 | 9.9 |
Proceeds from sales of VIBSQ, Legendary Baking and RCI | 0 | 63.2 | 0 |
Proceeds from the sale of property and equipment | 9.2 | 10.4 | 4.4 |
Collections of notes receivable | 0.9 | 2.8 | 7.2 |
Cash acquired upon acquisition of Legendary Baking and VIBSQ | 0 | 0 | 8.6 |
Net (purchases of) proceeds from sales and maturities of, short term investments | (34.9) | 0 | 0.5 |
Investment in System1 | (246.5) | 0 | 0 |
Investment in Paysafe, net of subscription fees earned | 0 | (514.7) | 0 |
Investment in Alight, net of subscription fees earned | 0 | (446.3) | 0 |
Investment in Sightline | 0 | (272) | 0 |
Purchases of investments in unconsolidated affiliates and other investments | (143.1) | (43.6) | (324.5) |
Additions to notes receivable | 0 | (18.6) | (37.3) |
Additions to property and equipment and other intangible assets | (14.3) | (13.7) | (22.3) |
Investments in Dun & Bradstreet, net of capitalized syndication fees | 0 | 0 | (200) |
Investment in Optimal Blue | 0 | 0 | (289) |
Cash deconsolidated at the inception of the Blue Ribbon Reorganization | 0 | 0 | (1.1) |
Net other investing activities | 0 | 2.6 | 0.1 |
Net cash provided by (used in) investing activities | 521.2 | (272.4) | (74.2) |
Cash flows from financing activities: | |||
Borrowings, net of debt issuance costs | 308.6 | 206.6 | 45.2 |
Debt service payments | (225.2) | (236.4) | (108.8) |
Equity offering proceeds, net of offering costs | 0 | 0 | 455 |
Sale of noncontrolling interest in consolidated subsidiary | 0 | 0 | 3.7 |
Subsidiary distributions paid to noncontrolling interest shareholders | (8.1) | (0.2) | (0.8) |
Payment for shares withheld for taxes and in treasury | 0 | (0.2) | (0.8) |
Purchases of treasury stock | (229.5) | (160.2) | (14.4) |
Net cash (used in) provided by financing activities | (154.2) | (190.4) | 379.1 |
Net increase (decrease) in cash and cash equivalents | 161.9 | (638.9) | 191 |
Cash and cash equivalents at beginning of period | 85.8 | 724.7 | 533.7 |
Cash and cash equivalents at end of period | $ 247.7 | $ 85.8 | $ 724.7 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Summary of Significant Accounting Policies | Business and Summary of Significant Accounting Policies The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, "we," "us," "our," "Cannae," or the "Company”), which have been followed in preparing the accompanying Consolidated Financial Statements. Description of 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 December 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"); System1, Inc. ("System1"); Black Knight Football and Entertainment, LP ("BKFE"); Computer Services, Inc. ("CSI"); AmeriLife Group, LLC ("AmeriLife"); O'Charley's Holdings, LLC ("O'Charley's"); 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled portfolio companies and minority equity ownership interests. See Note E Segment Information 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 Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") 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. 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 represents the portion of our majority-owned subsidiaries' net earnings or loss that is owned by noncontrolling shareholders of such subsidiaries. Noncontrolling interest recorded on the Consolidated Balance Sheets represents the portion of equity owned by noncontrolling shareholders in our consolidated subsidiaries. Management Estimates The preparation of these 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 Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include fair value measurements (Note C), the carrying amount and depreciation of property and equipment (Note H), the valuation of acquired intangible assets (Note I), and accounting for income taxes (Note L). Actual results could 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. In May 2022 and June 2022, we completed the aggregate sales of an additional 2.0 million shares of common stock of Ceridian on the open market. In connection with such sales, we received proceeds of $112.4 million. As of December 31, 2022, we owned 6.0 million shares of Ceridian common stock which represented approximately 3.9% of the outstanding common stock of Ceridian. See Notes B and C for further discussion of our accounting for our ownership interest in Ceridian and other equity securities. Subsequent to December 31, 2022 through the date of this Annual Report, we sold 1.0 million shares of common stock of Ceridian for proceeds of $78.0 million. System1 On January 10, 2022, we entered into an amendment to the backstop facility agreement (the "System1 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, 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." At the completion of the Trebia System1 Business Combination, Cannae had 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 System1 common shares (the "System1 Warrants"). 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 we owned 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. 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. We now have an indirect interest in a total of 1.7 million shares of System 1 common stock held by Trebia Sponsor. In the year ended December 31, 2022, we sold an aggregate of 1.8 million shares of System1 common stock for aggregate proceeds of $23.2 million. As of December 31, 2022, we directly and indirectly owned 27.1 million shares of System1 common stock representing an approximate 24.0% ownership interest. We account for our direct ownership of the common equity of System1 under the equity method of accounting. See Note B for further discussion of our accounting for our ownership of the common equity of System1. 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, we 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 D&B. 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 (losses) gains, net on the Consolidated Statement of Operations for the year ended December 31, 2022. Dun & Bradstreet On February 15, 2022, we received 21.8 million shares of D&B as partial consideration for the Optimal Blue Disposition. As part of our carried interest paid related to the Optimal Blue Disposition, we transferred to our Manager 1.6 million of the D&B shares we received . See Note B for further discussion of our accounting for our increased ownership interest in D&B. In July 2022, we completed the sale of 9.2 million shares of common stock of D&B to a broker pursuant to Rule 144. In connection with the sale, we received proceeds of $127.2 million and recorded a gain of $23.2 million. In the year ended December 31, 2022, the board of directors of D&B declared and paid quarterly cash dividends aggregating to $0.10 per share of DNB common stock. As a result, we received $8.0 million of cash dividends from D&B in the year ended December 31, 2022, which are recorded as a reduction to the basis of our recorded asset for D&B. As of December 31, 2022, we owned 79.0 million shares of D&B, which represented approximately 18.1% of its outstanding common stock. See Note B for further discussion of our accounting for our 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, including Cannae. As a result, Cannae now directly holds all of its interest in common equity of Alight. As of December 31, 2022, we owned 52.5 million shares of Alight which represented approximately 9.7% of its outstanding common equity. See Note B for further discussion of our accounting for our ownership interest in Alight. AmeriLife In June 2022, AmeriLife announced an investment from a leading private equity firm. In conjunction with the new investment, we entered into a redemption agreement pursuant to which we divested 46.0% of our ownership interest in AmeriLife (the "June AmeriLife Sale"). On August 31, 2022, we closed the June AmeriLife Sale and received gross cash proceeds of $152.5 million (of which $4.6 million was subsequently distributed to noncontrolling interest holders). As a result of the June AmeriLife Sale, we recorded a gain of $102.5 million which is included in Recognized gains and losses, net on the Consolidated Statement of Operations for the year ended December 31, 2022. On September 14, 2022, we entered into a contribution, redemption and equity purchase agreement pursuant to which we agreed to sell a portion of the ownership interest in AmeriLife that we retained subsequent to the June AmeriLife Sale (the "September AmeriLife Sale" and together with the June AmeriLife Sale the "AmeriLife Sales"). On November 15, 2022, we closed on the September AmeriLife Sale and received gross cash proceeds of approximately $97.5 million (of which $2.9 million was subsequently distributed to noncontrolling interest holders). As a result of the September AmeriLife Sale, we recorded a gain of $73.9 million which is included in Recognized gains and losses, net on the Consolidated Statement of Operations for the year ended December 31, 2022. As a result of the AmeriLife Sales, we no longer have any rights to designate any seats on the board of managers of AmeriLife, and as a result, we are no longer able to exert influence over the composition and quantity of AmeriLife's board. In combination with the reduction of ownership of AmeriLife to 4.6% as a result of the sales of our ownership interest in AmeriLife, we no longer exercise significant influence over AmeriLife. As of November 15, 2022, we account for our investment in AmeriLife as an equity security without a readily determinable fair value pursuant to the investment in equity security guidance of Accounting Standards Codification ("ASC") 321. The change in accounting resulted in the revaluation of our investment in AmeriLife to the fair value implied by the AmeriLife Sales of $88.5 million and recording a gain on such revaluation of $67.2 million which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year ended December 31, 2022. See Notes B and C for further discussion of our accounting for our ownership interest in AmeriLife and other equity securities. CorroHealth On September 30, 2022, we sold all of our equity interest in Coding Solutions Topco, Inc. ("CorroHealth") for cash proceeds of $78.7 million (the "CorroHealth Sale"). As a result of the CorroHealth Sale, we recorded a gain of $5.9 million which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year ended December 31, 2022. Subsequent to the transaction, we have no further equity interest or involvement in CorroHealth. Paysafe From September 2022 through November 2022, we disposed of an aggregate of 19.2 million shares, 5.0 million warrants and 3.1 million LLC units of Paysafe for an aggregate of $27.1 million. On December 12, 2022, Paysafe effected a 1-for-12 reverse stock split and its common shares began trading on a split-adjusted basis on December 13, 2022. As of December 31, 2022, we owned 3.4 million shares of Paysafe which represented approximately 5.6% of the outstanding common equity of Paysafe. See Notes B and C for further discussion of our accounting for our ownership interest in Paysafe and other equity securities. Computer Services, Inc. On August 19, 2022, we entered into a subscription agreement with BGPT Catalyst, L.P. (the "CSI LP") pursuant to which we committed to acquire a 32% limited partnership ownership interest in CSI LP for cash consideration of approximately $86.1 million (the "CSI Subscription"). CSI LP is managed by entities affiliated with Frank Martire, a member of our Board, and is part of a consortium of investors who acquired Computer Services, Inc. ("CSI"). On November 8, 2022, we funded the CSI Subscription and on November 16, 2022, the consortium of investors completed the acquisition of CSI. We have a 9.1% indirect, economic interest in CSI as a result of the transaction. Black Knight Football and Entertainment On October 8, 2022, we entered into a limited partnership agreement with Black Knight Football and Entertainment, LP ("BKFE") and committed to purchase a 50.1% limited partnership ownership interest in BKFE for $132.8 million (the "BKFE Commitment"). Also on October 8, 2022, BKFE entered into a stock purchase agreement to acquire 100% of the equity interests of Athletic Football Club Bournemouth ("AFCB"), a football club which competes in the English Premier League. The chairman of our Board, William P. Foley II, is the general partner of BKFE and owns a 25% economic interest in BKFE. On November 16, 2022, we funded $52.2 million of the BKFE Commitment. On December 13, 2022, BKFE completed its acquisition of AFCB. In the first quarter of 2023, we funded $40.3 million of the BKFE Commitment. We expect to fund the remaining BKFE Commitment before the end of the third quarter of 2023. On January 13, 2023, BKFE entered into a strategic partnership and agreed to acquire a significant minority interest in FC Lorient, a football club that competes in France's Ligue 1. On February 1, 2023, BKFE completed the acquisition of a minority interest in FC Lorient. Other Developments Effective February 26, 2021, our Board authorized a three-year stock repurchase program (the "2021 Repurchase Program") under which we were permitted to repurchase up to 10.0 million shares of our common stock. During the year ended December 31, 2022, we repurchased 9,483,416 shares of CNNE common stock for approximately $198.5 million in the aggregate, or an average of $20.93 per share, pursuant to the 2021 Repurchase Program, of which 5,775,598 shares were repurchased from Fidelity National Financial ("FNF") for an aggregate amount of $108.7 million. On August 3, 2022, our Board authorized a new three-year stock repurchase program, (the "2022 Repurchase Program"), under which we may repurchase up to an additional 10.0 million shares of our common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through August 3, 2025. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. During the year ended December 31, 2022, we repurchased 1,267,182 shares of CNNE common stock for approximately $26.8 million in the aggregate, or an average of $21.16 per share, pursuant to the 2022 Repurchase Program. Cash and Cash Equivalents Highly liquid instruments, including money market instruments and certificates of deposit, purchased as part of cash management with original maturities of three months or less, and certain amounts in transit from credit and debit card processors, are considered cash equivalents. The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate their fair value. Investments Short term investments consist of highly liquid instruments, primarily certificates of deposit and corporate debt securities with high credit quality, purchased as part of cash management that have an original maturity of between three months and four months and are carried at amortized cost, which approximates fair value. Equity securities includes our investment in Ceridian and is carried at fair value. Recognized gains and losses on equity securities are determined on the basis of the fair value of the securities at the balance sheet date or on a trade date basis. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Recognized gains and losses on the sale of investments accounted for under the equity method are determined on the basis of the book value of the specific investments sold and are credited or charged to income on a trade date basis. See Notes B and C for further discussion of our accounting for equity securities and investments in unconsolidated affiliates. Other Current Assets Prepaid expenses and other current assets consist of trade receivables, inventory, prepaid operating expenses, the current portion of notes receivable, deposits and other miscellaneous current assets. Trade receivables are primarily for the Restaurant Group and consist primarily of business to business gift card sales, insurance-related reimbursement, rebates, tenant improvement allowances, and billings to franchisees for royalties, initial and renewal fees, equipment sales and rent. Trade receivables are recorded net of an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses related to existing receivables. The carrying values reported in the Consolidated Balance Sheets for trade receivables approximate their fair value. Inventory primarily consists of food, beverages, packaging and supplies in our Restaurant Group segment and is stated at the lower of cost or net realizable value. Cost is determined using the first in, first out method for restaurant inventory. Fair Value of Financial Instruments The fair value of financial instruments presented in the Consolidated Financial Statements are estimates of the fair value at a specific point in time using available market information and appropriate valuation methodologies. Estimates that use unobservable inputs are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. See Note C for further details. Distributions from Unconsolidated Affiliates We classify distributions received from unconsolidated affiliates in our Consolidated Statements of Cash Flows using the cumulative earnings approach. Under the cumulative earnings approach, distributions are considered returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions from an investee received in prior periods exceed the cumulative equity in earnings of such investee. When cumulative distributions from an investee exceed cumulative equity in earnings of the investee, such excess is considered a return of investment and is classified as a cash inflow from investing activities. Other Long-Term Investments and Non-Current Assets Other long-term investments consist mainly of investments in equity securities without a readily determinable fair value. See Note B for further discussion of our accounting for equity securities without a readily determinable fair value. Other non-current assets also include other miscellaneous non-current assets. Leases Refer to Note G. Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in business combinations. Goodwill is reviewed for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. We have the option to first assess goodwill for impairment based on a review of qualitative factors to determine if events and circumstances exist that will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. However, if the Company concludes otherwise, then it is required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. For the years ended December 31, 2022 and 2021, we did not have any impairment of goodwill. For the year ended December 31, 2020, we recorded $7.8 million of impairment to goodwill in our Restaurant Group segment. The impairment charge is a result of deteriorating operating results and cash flow resulting from declining same store sales and increased costs at O'Charley's. The impairment recorded was calculated as the deficit between the carrying value of our O'Charley's reporting unit of our Restaurant Group compared to the fair value of the reporting unit determined by performing a combination of discounted cash flow and market approaches. Other Intangible Assets We have other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames that are generally recorded in connection with acquisitions at their fair value, franchise rights, the fair value of purchased software and capitalized software development costs. Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives using an accelerated method, which takes into consideration expected customer attrition rates. Contractual relationships are generally amortized over their respective contractual lives. Useful lives of computer software range from three We recorded $11.8 million of impairment expense related to the O'Charley's tradename within our Restaurant Group in the year ended December 31, 2020. The impairment is recorded within Other operating expenses, including asset impairments, on our Consolidated Statement of Operations for the year ended December 31, 2020. Property and Equipment, net Property and equipment, net is recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: thirty three In our Restaurant Group, all direct external costs associated with obtaining the land, building and equipment for each new restaurant, as well as construction period interest, are capitalized. Direct external costs associated with obtaining the dining room and kitchen equipment, signage and other assets and equipment are also capitalized. In addition, for each new restaurant and re-branded restaurant, a portion of the internal direct costs of its real estate and construction department are also capitalized. Property and equipment are reviewed for impairment when events or circumstances indicate that the carrying amounts may not be recoverable. Insurance Reserves Our Restaurant Group companies are currently self-insured for a portion of its workers' compensation, general liability, and liquor liability losses (collectively, casualty losses) as well as certain other insurable risks. To mitigate the cost of the Restaurant Group's exposures for certain property and casualty losses, we make annual decisions to either retain the risks of loss up to a certain maximum per occurrence, aggregate loss limits negotiated with its insurance carriers, or fully insure those risks. Our Restaurant Group companies are also self-insured for healthcare claims for eligible participating employees subject to certain deductibles and limitations. We have accounted for such retained liabilities for casualty losses and healthcare claims, including reported and incurred but not reported claims, based on information provided by third-party actuaries. As of December 31, 2022, our Restaurant Group companies were committed under letters of credit totaling $10.9 million issued primarily in connection with casualty insurance programs. Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. We recognize the benefits of uncertain tax positions in the financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. Uncertain tax positions are accounted for by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of judgment in assessing the timing and amounts of deductible and taxable items. Tax positions that meet the more likely than not recognition threshold are recognized and measured as the largest amount of tax benefit that is more than 50% likely to be realized upon settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as components of income tax expense. Revenue Recognition Refer to Note F. Advertising Costs The Company expenses advertising and marketing costs as incurred, except for certain advertising production costs that are initially capitalized and subsequently expensed the first time the advertising takes place. During the years ended December 31, 2022, 2021, and 2020, the Company incurred $17.0 million, $16.0 million, and $15.7 million of advertising and marketing costs, respectively, related to advertising in our Restaurant Group and in our real estate operations. These costs are included in Other operating expenses on the Consolidated Statements of Operations. Comprehensive Earnings We report comprehensive earnings in accordance with GAAP on the Consolidated Statements of Comprehensive Earnings. Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to realized losses and are included in Recognized (losses) gains, net on the Consolidated Statements of Operations. Our policy is to release income tax effects from accumulated other comprehensive income at such time as the earnings or loss of the related activity are recognized in earnings (e.g., upon sale of an investment). Changes in the balance of other comprehensive earnings by component are as follows: Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Unrealized (loss) gain relating to investments in unconsolidated affiliates Total Accumulated Other Comprehensive (Loss) Earnings (In millions) Balance December 31, 2020 $ 10.2 $ (15.1) $ (4.9) Other comprehensive earnings 0.6 5.7 6.3 Reclassification adjustments (10.8) 2.2 (8.6) Balance December 31, 2021 $ — $ (7.2) $ (7.2) Other comprehensive earnings — (14.6) (14.6) Reclassification adjustments — 3.7 3.7 Balance December 31, 2022 $ — $ (18.1) $ (18.1) Stock-Based Compensation Plans Stock-based compensation expense includes restricted stock awards granted in Cannae common stock to directors and certain members of management. We account for stock-based compensation plans using the fair value method. Under the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date, using quoted market prices of the underlying stock, and recognized over the service period. Earnings Per Share Basic earnings per share, as presented on the Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock, which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the years ended December 31, 2022 and 2021 , 0.2 million and 0.1 million shares of unvested restricted stock, respectively, were excluded from diluted earnings per share because including such shares would be anti-dilutive. For the year ended December 31, 2020, there were no antidilutive shares outstanding. Recent Accounting Pronouncements We have completed our evaluation of the recently issued accounting pronouncements and we did not identify any that are applicable to the Company for adoption or expected to, if currently a |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Equity Securities (Losses) gains on equity securities included in Recognized (losses) gains, net on the Consolidated Statements of Operations consisted of the following for the years ended December 31, 2022, 2021 and 2020 (in millions): Year ended December 31, 2022 2021 2020 Net (losses) gains recognized during the period on equity securities $ (340.2) $ (52.8) $ 1,991.0 Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period (132.2) (32.3) 410.2 Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date $ (208.0) $ (20.5) $ 1,580.8 Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of December 31, 2022 and 2021 consisted of the following (in millions): Ownership at December 31, 2022 2022 2021 Dun & Bradstreet 18.1% $ 857.1 $ 595.0 Alight 9.7% 532.2 505.0 Sightline 32.4% 247.0 269.5 System1 24.0% 127.4 — AmeriLife (1) 4.6% — 112.7 Paysafe 5.6% 33.7 431.1 Other various 153.3 348.0 Total $ 1,950.7 $ 2,261.3 _____________________________________ (1) The investment in AmeriLife was no longer accounted for under the equity method of accounting beginning on November 15, 2022. Equity in earnings (losses) of unconsolidated affiliates for the years ended December 31, 2022, 2021 and 2020 consisted of the following (in millions): Year ended December 31, 2022 2021 2020 Dun & Bradstreet (1) $ (8.8) $ (13.5) $ (46.8) Alight (1.6) 38.2 — Sightline (2) (19.3) (2.4) — System1 (14.2) — — AmeriLife (3) (19.1) (8.7) (4.0) Paysafe (144.2) 53.3 — Other 23.3 5.7 109.9 Total $ (183.9) $ 72.6 $ 59.1 _____________________________________ (1) Equity in losses for Dun & Bradstreet includes $7.2 million of loss for the year ended December 31, 2022 related to amortization of Cannae's basis difference between the book value of its ownership interest and ratable portion of the underlying equity in net assets of Dun & Bradstreet. (2) Equity in losses for Sightline includes $7.7 million of loss for the year ended December 31, 2022 related to amortization of Cannae's basis difference between the book value of its ownership interest and ratable portion of the underlying equity in net assets of Sightline. (3) The amount for the year ended December 31, 2022 represents the Company's equity in losses of AmeriLife prior to the change in accounting for the investment beginning November 15, 2022. Dun & Bradstreet Based on quoted market prices, the aggregate fair market value of our ownership of Dun & Bradstreet common stock was $969.1 million as of December 31, 2022. As of December 31, 2022, we hold less than 20% of the outstanding common equity of Dun & Bradstreet but account for our ownership interest under the equity method of accounting because we exert significant influence: (a) through our 18.1% ownership, (2) because certain of our senior management and directors serve on D&B's board of directors, and (3) because we are party to an agreement with other of its equity sponsors pursuant to which we have agreed to collectively vote together on all matters related to the election of directors to the Dun & Bradstreet board of directors for a period of three years. As of December 31, 2022, there was a $222.4 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. The basis difference is primarily a result of our increased ownership resulting from the Optimal Blue Disposition. As of December 31, 2022, $138.3 million of such basis difference is allocated to amortizing intangible assets, $59.7 million to indefinite-lived intangible assets, $29.0 million to deferred tax liabilities and the remaining basis difference is allocated to equity method goodwill, which represents the excess of our basis difference over our equity in D&B's net assets that are not attributable to their identifiable net assets. Amortization expense of $7.2 million is included in our equity in losses of D&B for the year ended December 31, 2022. Summarized financial information for Dun & Bradstreet for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. December 31, December 31, (In millions) Total current assets $ 703.9 $ 718.0 Goodwill and other intangible assets, net 7,751.4 8,317.8 Other noncurrent assets 1,016.6 961.4 Total assets $ 9,471.9 $ 9,997.2 Current liabilities $ 1,102.6 $ 1,004.9 Long-term debt 3,552.2 3,716.7 Other non-current liabilities 1,308.7 1,530.3 Total liabilities 5,963.5 6,251.9 Noncontrolling interest 9.1 64.1 Total equity 3,508.4 3,745.3 Total liabilities and equity $ 9,471.9 $ 9,997.2 Year ended December 31, 2022 2021 2020 (In millions) Total revenues $ 2,224.6 $ 2,165.6 $ 1,738.7 Loss before income taxes (27.2) (45.2) (226.4) Net earnings (loss) 4.1 (65.9) (111.6) Less: net earnings attributable to noncontrolling interest and dividends to preferred equity 6.4 5.8 69.0 Net loss attributable to Dun & Bradstreet (2.3) (71.7) (180.6) System1 Based on quoted market prices, the aggregate fair market value of our ownership of System1 common stock was approximately $127.4 million as of December 31, 2022. We acquired our ownership interest in System1 on January 27, 2022. We account for our ownership of System1 pursuant to the equity method of accounting and report our equity in earnings or loss of System1 on a three-month lag. Accordingly, our net loss for the year ended December 31, 2022 includes our equity in the losses of System1 for the period from January 27, 2022 through September 30, 2022. Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition and the uncertainty of the impact of the economic environment on System1's business, management determined the decrease in value of our investment in System1 was other-than-temporary as of December 31, 2022. Accordingly, we recorded an impairment of $101.7 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year ended December 31, 2022. As of December 31, 2022, there was a $(63.1) million difference between the amount of our recorded ownership interest in System1 and the amount of the Company's ratable portion of the underlying equity in the net assets of System1. The negative basis difference was created upon the impairment of our investment in System1 as of December 31, 2022 described above. The Company is currently evaluating the accounting treatment of the new negative basis difference to System1's identifiable assets. Summarized financial information for System1 for the relevant date and time period included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. September 30, (In millions) Total current assets $ 126.9 Goodwill and other intangible assets, net 1,422.8 Other assets 14.8 Total assets $ 1,564.5 Current liabilities $ 207.1 Long-term debt 402.3 Other non-current liabilities 159.7 Total liabilities 769.1 Noncontrolling interest 178.2 Total equity 795.4 Total liabilities and equity $ 1,564.5 For the period from January 27, 2022 to September 30, 2022 (In millions) Total revenues $ 587.1 Loss before income taxes (142.2) Net loss (109.7) Net loss attributable to noncontrolling interest (18.9) Net loss attributable to System1 (90.8) Paysafe Based on quoted market prices, the aggregate value of our ownership of Paysafe common stock was $46.9 million as of December 31, 2022. As of December 31, 2022, we hold less than 20% of the outstanding common equity of Paysafe but we account for our ownership interest under the equity method of accounting because we exert significant influence through our 5.6% direct ownership and because we are party to an agreement with other of its equity investors pursuant to which we have the ability to appoint or be consulted on the election of the majority of the total directors of Paysafe. Due primarily to the quantum of the decrease in the fair market value of our ownership interest, negative trends in the alternative payments industry and decreasing market multiples of peer companies, management determined the decrease in value of our ownership interest in Paysafe was other-than-temporary. Accordingly, we recorded an impairment charge of $236.0 million in the year ended December 31, 2022 which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations. As a result of the impairment, the basis difference between the carrying value of our ownership interest in Paysafe and the Company’s ratable portion of Paysafe’s net assets which was previously attributable to equity method goodwill was eliminated. 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 loss for the year ended December 31, 2022 and 2021 includes our equity in Paysafe’s losses for the periods from October 1, 2021 through September 30, 2022 and from March 31, 2021 through September 30, 2021, respectively. Summarized financial information for Paysafe for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. September 30, September 30, (In millions) Total current assets $ 2,814.1 $ 1,825.9 Goodwill and other intangible assets, net 3,227.0 4,699.7 Other assets 79.3 67.5 Total assets $ 6,120.4 $ 6,593.1 Current liabilities $ 2,657.5 $ 1,623.6 Long-term debt 2,505.3 2,190.9 Other liabilities 98.7 172.6 Total liabilities 5,261.5 3,987.1 Noncontrolling interest 100.1 137.8 Total equity 858.9 2,606.0 Total liabilities and equity $ 6,120.4 $ 6,593.1 For the year ended September 30, 2022 For the period from (In millions) Total revenues $ 1,484.2 $ 737.9 Operating loss (1,861.1) (261.6) Net loss (1,738.0) (140.3) Net earnings attributable to noncontrolling interest 0.6 0.3 Net loss attributable to Paysafe (1,738.6) (140.6) Alight Based on quoted market prices, the aggregate value of our direct and indirect ownership of Alight common stock was $438.7 million as of December 31, 2022. As of December 31, 2022, we hold less than 20% of the outstanding common equity of Alight but we account for our ownership interest under the equity method of accounting because we exert significant influence: (a) through our 9.7% direct and indirect ownership, (b) because certain of our senior management and directors serve on Alight's board of directors, including the chairman of our Board, William P. Foley II, who is also the chairman of Alight's board of directors, and (c) because we are party to an agreement with other of its equity investors pursuant to which we have the ability to appoint or be consulted on the election of half of the total directors of Alight. As of December 31, 2022, there was a $39.3 million difference between the amount of our recorded ownership interest in Alight and the amount of the Company's ratable portion of the underlying equity in net assets of Alight. We have evaluated the accounting treatment of such basis difference and allocated the entire basis difference to equity method goodwill, which represents the excess of our basis difference over our equity in Alight’s net assets that are not attributable to their identifiable net assets. We acquired our ownership interest in Alight on July 2, 2021. Accordingly, our net loss for the years ended December 31, 2022 and 2021 includes our equity in Alight’s losses for the periods from January 1, 2022 through December 31, 2022 and from July 2, 2021 through December 31, 2021, respectively. Summarized financial information for Alight for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. December 31, December 31, (In millions) Total current assets $ 2,816.0 $ 2,469.0 Goodwill and other intangible assets, net 7,551.0 7,808.0 Other assets 868.0 711.0 Total assets $ 11,235.0 $ 10,988.0 Current liabilities $ 2,348.0 $ 2,125.0 Long-term debt 2,792.0 2,830.0 Other liabilities 1,006.0 1,105.0 Total liabilities 6,146.0 6,060.0 Noncontrolling interests 650.0 788.0 Total equity 5,089.0 4,928.0 Total liabilities and equity $ 11,235.0 $ 10,988.0 For the year ended December 31, 2022 For the period from July 2, 2021 through December 31, 2021 (In millions) Total revenues $ 3,132.0 $ 1,554.0 Operating (loss) income (14.0) 65.0 Net loss (72.0) (48.0) Net loss attributable to noncontrolling interests (10.0) (13.0) Net loss attributable to Alight (62.0) (35.0) Sightline On March 31, 2021, we closed on our initial acquisition of our ownership interest in Sightline. On August 16, 2021, we acquired an additional ownership interest in Sightline. As of December 31, 2022, there was a $190.8 million difference between the amount of our recorded ownership interest in Sightline and the amount of the Company's ratable portion of the underlying equity in net assets of Sightline. We have evaluated the accounting treatment of such basis difference and allocated $127.0 million to customer relationships, $67.7 million to developed technology, $6.6 million to tradenames, $42.3 million to deferred tax liabilities and the remaining basis difference to equity method goodwill, which represents the excess of our basis difference over our equity in Sightline's net assets that are not attributable to their identifiable net assets. Customer relationships are amortized over ten years and developed technology and tradenames are amortized over five years. Amortization expense of $7.7 million is included in our equity in losses of Sightline for the year ended December 31, 2022. We report our equity in earnings or loss of Sightline on a three-month lag and we acquired our initial ownership interest on March 31, 2021. Accordingly, our net loss for the years ended December 31, 2022 and 2021 includes our equity in Sightline’s net loss for the period from October 1, 2021 through September 30, 2022 and from April 1, 2021 through September 30, 2021, respectively. Summarized financial information for Sightline for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. September 30, September 30, (In millions) Total current assets $ 42.3 $ 49.3 Goodwill and other intangible assets, net 133.0 136.9 Other assets 11.8 0.6 Total assets $ 187.1 $ 186.8 Current liabilities $ 7.2 $ 7.8 Other liabilities 6.5 0.2 Total liabilities 13.7 8.0 Total equity 173.4 178.8 Total liabilities and equity $ 187.1 $ 186.8 For the year ended September 30, 2022 For the period from April 1, 2021 through September 30, 2021 (In millions) Total revenues $ 48.3 $ 22.9 Net loss (34.0) (11.6) Equity Security Investments Without Readily Determinable Fair Values We account for our investments in AmeriLife, the preferred equity of QOMPLX and certain other investments at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly market transactions. As of December 31, 2022 and 2021, we had $114.8 million and $54.2 million, respectively, recorded for our such investments, which is included in Other long-term investments and noncurrent assets on our Consolidated Balance Sheets. During the year ended December 31, 2022 , we recorded an impairment of $32.8 million to our ownership interest in QOMPLX . The amount of the impairment charge was determined based on the valuation of QOMPLX implied by a third-party investment in the preferred equity of QOMPLX. We did not record any upward or downward adjustments to these investments due to impairments or price changes in the year ended December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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. The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values as maturities are less than three months. 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 December 31, 2022 and 2021, respectively: December 31, 2022 Level 1 Level 2 Level 3 Total (In millions) Assets: Short-term investments $ 34.9 $ — $ — $ 34.9 Ceridian 384.9 — — 384.9 Total assets $ 419.8 $ — $ — $ 419.8 December 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Assets: Equity securities: Ceridian $ 1,044.6 $ — $ — $ 1,044.6 Austerlitz Acquisition Corp. II ("AAII") Forward Purchase Agreement — — 0.5 0.5 Total equity securities 1,044.6 — 0.5 1,045.1 Other noncurrent assets: System1 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 The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis (in millions). Year Ended December 31, 2021 Corporate debt Forward Purchase Subscription AAII securities Agreements Agreements Warrants Total Fair value, beginning of period $ 35.2 $ 136.1 $ 169.6 $ — 340.9 Recognized gain on settlement (1) 1.5 — — — 1.5 Net valuation (loss) gain included in earnings (1) — (24.2) 7.7 (8.9) (25.4) Reclassification to investments in unconsolidated affiliates and Warrants — (111.4) (177.3) — (288.7) Purchase of AAII Warrants — — — 29.6 29.6 Net valuation gain included in other comprehensive earnings (2) 0.6 — — — 0.6 Transfers to Level 2 — — — (20.7) (20.7) Redemption of corporate debt securities (37.3) — — — (37.3) Fair value, end of period $ — $ 0.5 $ — $ — $ 0.5 ___________________________________________ (1) Included in Recognized (losses) gains, net on the Consolidated Statements of Operations. (2) Included in Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the 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. We had no material assets or liabilities valued on a recurring basis using Level 3 inputs as of or for the year ended December 31, 2022. We transferred the AAII Warrants from Level 3 to Level 2 in the year ended December 31, 2021 as the price of AAII's publicly traded warrants became available. Additional information regarding the fair value of our investment portfolio is included in Note B. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company, in the normal course of business, engages in certain activities that involve variable interest entities ("VIEs"), which are legal entities in which a group of equity investors individually lack any of the characteristics of a controlling interest. The primary beneficiary of a VIE is generally the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The Company evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the years ended December 31, 2022, 2021 and 2020, we are not the primary beneficiary of any VIEs. Unconsolidated VIEs The table below summarizes select information related to variable interests held by the Company as of December 31, 2022 and 2021, of which we are not the primary beneficiary: 2022 2021 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 138.3 $ 138.3 $ 4.5 $ 4.5 Forward Purchase Agreements — — 0.5 0.5 System1 Backstop Agreement — — 12.0 12.0 Investments in Unconsolidated Affiliates As of December 31, 2022, we held variable interests in certain unconsolidated affiliates, which are primarily comprised of our ownership interests in BKFE and CSI. Cannae does not have the power to direct the activities that most significantly impact the economic performance of these unconsolidated affiliates; therefore, we are not the primary beneficiary. The principal risk to which these investments and funds are exposed is the credit risk of the underlying investees. Cannae has guaranteed certain payment obligations of BKFE related to earnouts of its acquisitions of interests in football clubs and investment commitments associated with these acquisitions. These BKFE obligations total an estimated amount of approximately $99 million in the aggregate as of the date of this Annual Report and are potentially payable at various increments over the next five years. The underlying obligation of BKFE to fund these amounts is contingent on certain earnout criteria being met or the exercise of certain investment options by BKFE or other parties. Cannae is required to fund such payments solely to the extent BKFE is unable to meet these obligations. We do not provide any other implicit or explicit liquidity guarantees or principal value guarantees to these VIEs. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We acquired our initial ownership interest in Sightline on March 31, 2021. On August 16, 2021, we acquired an additional ownership interest in Sightline. We account for our investment in Sightline under the equity method of accounting and report our equity in earnings or loss of Sightline on a three-month lag. Our chief operating decision maker reviews the full financial results of Sightline for purposes of assessing performance and allocating resources. Beginning in the fourth quarter of 2022, Sightline exceeded certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting and we began considering Sightline a reportable segment and have included the full results of Sightline subsequent to our investment, on a three-month lag, in the tables below. As discussed in Notes A and B, as a result of the Optimal Blue Disposition, Optimal Blue is no longer a reportable segment. As a result, the segment table for the years ended December 31, 2021 and 2020 have been retrospectively revised to remove Optimal Blue as a reportable segment. As discussed in Notes A and B, as a result of the AmeriLife Sales, AmeriLife no longer meets the significance test and is no longer a reportable segment. As a result, the segment table for the years ended December 31, 2021 and 2020 have been retrospectively revised to remove AmeriLife as a reportable segment. As of and for the year ended December 31, 2022: Restaurant Group Dun & Bradstreet Sightline Paysafe Alight Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 630.6 $ — $ — $ — $ — $ — $ — $ 630.6 Other revenues — 2,224.6 48.3 1,484.2 3,132.0 31.5 (6,889.1) 31.5 Revenues from external customers 630.6 2,224.6 48.3 1,484.2 3,132.0 31.5 (6,889.1) 662.1 Interest and investment income, including recognized (losses) gains, net 7.8 2.2 0.4 162.0 95.0 (186.5) (259.6) (178.7) Total revenues and other income 638.4 2,226.8 48.7 1,646.2 3,227.0 (155.0) (7,148.7) 483.4 Depreciation and amortization 20.5 587.2 7.0 263.1 395.0 2.3 (1,252.3) 22.8 Interest expense (4.2) (193.2) — (110.5) (122.0) (8.1) 425.7 (12.3) (Loss) earnings before income taxes and equity in earnings (loss) of unconsolidated affiliates (18.4) (27.2) (34.0) (1,809.7) (41.0) (317.2) 1,911.9 (335.6) Income tax expense (benefit) (0.7) (28.8) — (71.7) 31.0 (89.2) 69.5 (89.9) (Loss) earnings before equity in earnings (loss) of unconsolidated affiliates (17.7) 1.6 (34.0) (1,738.0) (72.0) (228.0) 1,842.4 (245.7) Equity in earnings of unconsolidated affiliates — 2.5 — — — (10.0) (176.4) (183.9) Net (loss) earnings $ (17.7) $ 4.1 $ (34.0) $ (1,738.0) $ (72.0) $ (238.0) $ 1,666.0 $ (429.6) Assets $ 338.4 $ 9,471.9 $ 187.1 $ 6,120.4 $ 11,235.0 $ 2,787.1 $ (27,014.4) $ 3,125.5 Goodwill 53.4 3,431.3 108.7 1,944.9 3,679.0 — (9,163.9) 53.4 As of and for the year ended December 31, 2021: Restaurant Group Dun & Bradstreet Sightline Paysafe Alight Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 704.7 $ — $ — $ — $ — $ — $ — $ 704.7 Other revenues — 2,165.6 22.9 737.9 1,554.0 37.5 (4,480.4) 37.5 Revenues from external customers 704.7 2,165.6 22.9 737.9 1,554.0 37.5 (4,480.4) 742.2 Interest and investment income, including recognized gains (losses), net 2.1 0.7 — 143.1 (31.0) (291.8) (112.8) (289.7) Total revenues and other income 706.8 2,166.3 22.9 881.0 1,523.0 (254.3) (4,593.2) 452.5 Depreciation and amortization 24.0 615.9 2.6 131.9 184.0 2.6 (934.4) 26.6 Interest expense (8.8) (206.4) — (82.0) (57.0) (1.0) 345.4 (9.8) (Loss) earnings before income taxes and equity in earnings (loss) of unconsolidated affiliates (18.3) (45.2) (11.6) (200.5) (23.0) (414.7) 280.3 (433.0) Income tax expense (benefit) 1.0 23.4 — (60.2) 25.0 (75.0) 11.8 (74.0) (Loss) earnings before equity in earnings of unconsolidated affiliates (19.3) (68.6) (11.6) (140.3) (48.0) (339.7) 268.5 (359.0) Equity in (losses) earnings of unconsolidated affiliates — 2.7 — — — (3.0) 72.9 72.6 Net loss $ (19.3) $ (65.9) $ (11.6) $ (140.3) $ (48.0) $ (342.7) $ 341.4 $ (286.4) Assets $ 395.5 $ 9,997.2 $ 186.8 $ 6,593.1 $ 10,988.0 $ 3,494.1 $ (27,765.1) $ 3,889.6 Goodwill 53.4 3,493.3 111.7 3,536.6 3,638.0 — (10,779.6) 53.4 As of and for the year ended December 31, 2020: Restaurant Group Dun & Bradstreet Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 559.7 $ — $ — $ — $ 559.7 Other revenues — 1,738.7 26.0 (1,738.7) 26.0 Revenues from external customers 559.7 1,738.7 26.0 (1,738.7) 585.7 Interest and investment income, including recognized gains (losses), net 7.5 0.7 2,371.9 (0.7) 2,379.4 Total revenues and other income 567.2 1,739.4 2,397.9 (1,739.4) 2,965.1 Depreciation and amortization 27.7 537.8 3.0 (537.8) 30.7 Interest expense (8.6) (271.1) (0.4) 271.1 (9.0) (Loss) earnings before income taxes and equity in losses of unconsolidated affiliates (85.5) (226.4) 2,267.4 226.4 2,181.9 Income tax expense (benefit) (1.0) (112.4) 482.2 112.4 481.2 (Loss) earnings before equity in losses of unconsolidated affiliates (84.5) (114.0) 1,785.2 114.0 1,700.7 Equity in earnings (losses) of unconsolidated affiliates (9.2) 2.4 115.1 (49.2) 59.1 Net (loss) earnings $ (93.7) $ (111.6) $ 1,900.3 $ 64.8 $ 1,759.8 Assets $ 520.9 $ 9,220.3 $ 4,092.5 $ (9,220.3) $ 4,613.4 Goodwill 53.4 2,857.9 — (2,857.9) 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, for the periods from January 1, 2020 through January 27, 2020 and from October 2, 2020 through December 31, 2020. During the year ended December 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 18.1% 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, 2022 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; 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 B 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 human capital technology and services provider that powers confident health, wealth and wellbeing decisions for millions of people and their dependents. Its Alight Worklife® platform combines data and analytics with a simple, seamless user experience. Supported by its global delivery capabilities, Alight Worklife is transforming the employee experience for people around the world through personalized, data-driven health, wealth, pay and wellbeing insights. 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 historically accounted for our equity ownership and proportionate share of earnings or losses in Alight utilizing a three-month reporting lag due to timeliness considerations. In the second quarter of 2022, the Company was able to obtain financial information for Alight on a more timely basis and began recording our ownership interest in Alight on a current basis as opposed to the previous three-month lag. The elimination of the three-month reporting lag for our equity ownership in Alight did not result in any material adjustments to any current or prior period financial information. We acquired our ownership interest on July 2, 2021. Accordingly, the segment tables above for the year ended December 31, 2021 include the results of Alight for the period from July 2, 2021 through December 31, 2021. See Note B for further discussion of our ownership interest in Alight and related accounting. • Paysafe . This segment consists of our 5.6% ownership interest in Paysafe. Paysafe is a leading payments platform with an extensive track record of serving merchants and consumers in the global entertainment sectors. Its core purpose is to enable businesses and consumers to connect and transact seamlessly through industry-leading capabilities in payment processing, digital wallet, and online cash solutions. 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 segment tables above for the years ended December 31, 2022 and 2021, includes our equity in Paysafe's losses for the periods from October 1, 2021 through September 30, 2022 and from March 31, 2021 through September 30, 2021, respectively. See Note B for further discussion of our ownership interest in Paysafe and related accounting. • Sightline . This segment consists of our 32.4% ownership interest in Sightline Payments. Sightline Payments is a leading digital payments provider and mobile application developer to the United States' sports betting and casino gaming market. Our chief operating decision maker reviews the full financial results of Sightline for purposes of assessing performance and allocating resources. Thus, we consider Sightline a reportable segment and have included the full results of Sightline subsequent to our initial acquisition of an ownership interest in the tables above. We account for Sightline using the equity method of accounting, and therefore, its results do not consolidate into ours. Accordingly, we have presented the elimination of Sightline's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of Sightline on a three-month lag and we acquired our ownership interest on March 31, 2021. Accordingly, our segment tables above for the years ended December 31, 2022 and 2021, includes our equity in Sightline's losses for the periods from October 1, 2021 through September 30, 2022 and from April 1, 2021 through September 30, 2021, respectively. See Note B for further discussion of our ownership interest in Sightline and related accounting. • Corporate and Other. This aggregation of nonreportable segments consists of our share in the operations of certain controlled portfolio companies and other equity investments, activity of the corporate holding company and certain intercompany eliminations and taxes. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Our revenue consists of the following: Year ended December 31, 2022 2021 2020 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 629.9 $ 673.2 $ 534.1 Bakery sales Restaurant Group — 28.8 23.4 Franchise and other Restaurant Group 0.7 2.7 2.2 Total restaurant revenue 630.6 704.7 559.7 Other operating revenue: Real estate and resort Corporate and other 30.8 34.6 24.7 Other Corporate and other 0.7 2.9 1.3 Total other operating revenue 31.5 37.5 26.0 Total operating revenue $ 662.1 $ 742.2 $ 585.7 Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. Contract Balances The following table provides information about receivables and deferred revenue: December 31, December 31, 2022 2021 (In millions) Trade receivables, net $ 7.1 $ 17.7 Deferred revenue (contract liabilities) 18.6 23.1 Trade receivables, net are included in Other current assets on our Consolidated Balance Sheets. Deferred revenue is recorded primarily for restaurant gift card sales. The unrecognized portion of such revenue is recorded as Deferred revenue in the Consolidated Balance Sheets. Revenue of $14.6 million and $20.6 million was recognized in the years ended December 31, 2022 and 2021, respectively, which was included in Deferred revenue at the beginning of the period. There was no impairment related to contract balances. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We are party to operating lease arrangements primarily for leased real estate for restaurants and office space. Right-of-use assets and lease liabilities related to operating leases under ASC 842 are recorded at commencement when we are party to a contract that conveys the right for the Company to control an asset for a specified period of time. We are not a party to any material contracts considered finance leases. Right-of-use assets and lease liabilities related to operating leases are recorded as Lease assets and Lease liabilities, respectively, on the Consolidated Balance Sheets as of December 31, 2022 and 2021. Our material operating leases range in term from one year to eighteen years. As of December 31, 2022 and 2021, the weighted-average remaining lease term of our operating leases was approximately ten years. Leases with an initial term of twelve months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term. Our operating lease agreements do not contain any material buyout options, residual value guarantees or restrictive covenants. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term by varying amounts. The exercise of lease renewal options is at our sole discretion. We include options to renew, not to exceed a total lease term of twenty years, in our measurement of right-of-use assets and lease liabilities when they are considered reasonably certain of exercise. We consider a lease reasonably certain for renewal when the duration of the lease extensions are in the foreseeable future and related to assets for which continued use is reasonably assured. Excluding certain immaterial classes of leases in our Restaurant Group, we do not separate lease components from non-lease components for any of our right of use assets. Our operating lease liabilities are determined by discounting future lease payments using a discount rate that represents our best estimate of the incremental borrowing rate our subsidiaries would have to pay to borrow money to finance the asset over the underlying lease term and for an amount equal to the lease payments. Our discount rate is based on interest rates associated with comparable public company secured debt for companies similar to our operating subsidiaries and of similar duration to the underlying lease. As of December 31, 2022 and 2021, the weighted-average discount rate used to determine our operating lease liabilities was 7.01% and 6.97%, respectively. Our lease costs are directly attributable to restaurant operations, primarily for real estate and to a lesser extent certain restaurant equipment. Operating lease costs of $36.4 million, $37.3 million and $43.2 million are included in Cost of restaurant revenue on the Consolidated Statement of Operations for the years ended December 31, 2022, 2021 and 2020, respectively. Lease assets are reviewed for impairment when events or circumstances indicate that the carrying amounts may not be recoverable. We do not have any material impairments of lease assets, short term lease costs, variable lease costs, or sublease income. Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2022 are as follows (in millions): 2023 $ 34.2 2024 27.2 2025 24.3 2026 22.4 2027 20.6 Thereafter 113.4 Total lease payments, undiscounted $ 242.1 Less: discount 68.3 Total operating lease liability as of December 31, 2022, at present value $ 173.8 Less: operating lease liability as of December 31, 2022, current 22.8 Operating lease liability as of December 31, 2022, long-term $ 151.0 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: December 31, 2022 2021 (In millions) Furniture, fixtures and equipment $ 98.5 $ 101.8 Leasehold improvements 123.6 125.6 Land 22.8 25.2 Buildings 22.8 26.5 Other 3.3 4.0 271.0 283.1 Accumulated depreciation and amortization (183.5) (182.5) $ 87.5 $ 100.6 Depreciation expense on property and equipment was $19.3 million, $22.5 million, and $26.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of the following: December 31, 2022 2021 (In millions) Trademarks and tradenames $ 24.1 $ 24.1 Software 13.8 13.8 Franchise rights 1.6 1.6 Customer relationships and contracts 5.2 5.2 44.7 44.7 Accumulated amortization (21.2) (17.8) $ 23.5 $ 26.9 Amortization expense for amortizable intangible assets was $3.5 million, $4.1 million, and $4.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated amortization expense for the next five years for assets owned at December 31, 2022 |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | Accounts Payable and Other Accrued Liabilities Accounts payable and other accrued liabilities, current consist of the following: December 31, 2022 2021 (In millions) Accrued payroll and employee benefits $ 13.3 $ 24.4 Trade accounts payable 25.8 22.7 Accrued casualty self-insurance expenses 7.4 8.7 Tax liabilities, excluding income taxes payable 9.8 7.9 Other accrued liabilities 22.7 41.9 $ 79.0 $ 105.6 Accounts payable and other accrued liabilities, long-term consist of the following: December 31, 2022 2021 (In millions) Restaurant Group financing obligations $ 28.8 $ 29.5 Other accrued liabilities 13.0 15.5 $ 41.8 $ 45.0 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: December 31, 2022 2021 (In millions) 2020 Margin Facility $ — $ — FNF Revolver 84.7 — Other 12.7 16.4 Notes payable, total $ 97.4 $ 16.4 Less: Notes payable, current 2.3 2.3 Notes payable, long-term $ 95.1 $ 14.1 At December 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. Under the 2020 Margin Facility, the Borrowers may borrow up to $250.0 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 November 30, 2023. Outstanding amounts under the 2020 Margin Facility, if any, bear interest quarterly at a rate per annum equal to a three-month adjusted SOFR plus an applicable margin. 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. As of December 31, 2022, there was no outstanding balance under the 2020 Margin Facility, $250.0 million of unused capacity with an option to increase the capacity to $500.0 million upon amendment, and the 2020 Margin Facility was secured by a first priority lien on 6 million shares of Ceridian and 35 million shares of D&B. FNF Revolver On November 17, 2017, FNF issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million. On May 12, 2022, FNF and Cannae amended and restated the revolver note to, among other things, limit the use of proceeds for borrowings thereunder to the repurchase of our own shares of common stock from FNF (as amended and restated, the "FNF Revolver"). The FNF Revolver accrues interest at one-month adjusted SOFR plus 450 basis points and matures on November 17, 2025. 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. On June 28, 2022, we completed the repurchase of all of our common stock previously held by FNF; accordingly there is no incremental borrowing capacity available under the FNF Revolver. As of December 31, 2022, there was a $84.7 million outstanding principal balance under the FNF Revolver which incurred interest at 8.94%. Gross principal maturities of notes payable at December 31, 2022 are as follows (in millions): 2023 $ 2.5 2024 0.9 2025 85.6 2026 8.8 2027 0.3 Thereafter 0.3 $ 98.4 At December 31, 2022, the carrying value of our outstanding notes payable approximate fair value. The revolving credit facilities are considered Level 2 financial liabilities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense (benefit) consists of the following: Year Ended December 31, 2022 2021 2020 (In millions) Current $ 65.7 $ 101.5 $ 116.1 Deferred (155.6) (175.5) 365.1 $ (89.9) $ (74.0) $ 481.2 A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit (2.7) (0.3) (0.1) Tax credits 1.2 1.0 (0.1) Valuation allowance (0.2) 0.1 0.1 Non-deductible expenses and other, net (0.2) — — Non-deductible executive compensation (0.8) (1.3) 0.5 Dividends received deduction (0.2) — — Noncontrolling interests (0.1) — 0.3 Basis difference in investments 0.1 0.7 — Equity method investment stock-based compensation (2.9) (0.5) — Other 0.1 (0.1) (0.2) Effective tax rate excluding equity investments 15.3 % 20.6 % 21.5 % Equity investments 11.5 (3.5) 0.6 Effective tax rate 26.8 % 17.1 % 22.1 % The change in the effective tax rate in all periods is primarily attributable to the varying impact of earnings or losses from unconsolidated affiliates on our consolidated pretax earnings or losses. The significant components of deferred tax assets and liabilities at December 31, 2022 and 2021 consist of the following: December 31, 2022 2021 (In millions) Deferred tax assets: Partnerships $ 20.7 $ — Net operating loss carryforwards 4.4 3.3 Other 1.2 0.5 Total gross deferred tax asset 26.3 3.8 Less: valuation allowance (3.6) (3.0) Total deferred tax asset $ 22.7 $ 0.8 Deferred tax liabilities: Partnerships $ — $ (144.6) Total deferred tax liability $ — $ (144.6) Net deferred tax asset (liability) $ 22.7 $ (143.8) The Company’s deferred taxes are primarily reflected as the book to tax difference in the Company's ownership of Cannae LLC. The Company, through its direct and indirect interests, holds a 100% ownership percentage of Cannae LLC. The decrease in our net deferred tax liability as of December 31, 2022 from 2021 is primarily related to the impairment of our ownership interests in Paysafe, System1 and QOMPLX as well as sales and mark to market losses on the Company's investment in Ceridian. The Company’s gross state NOL carryforwards were $92.3 million and $67.0 million at December 31, 2022 and 2021, respectively. The NOLs expire in various tax years through 2043. ASC 740 requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all of the available evidence using a "more likely than not" standard. A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized. Management evaluated the Company’s deferred tax assets for recoverability using a consistent approach that considers the relative impact of negative and positive evidence, in particular, the Company’s historical profitability and any projections of future taxable income or potential future tax planning strategies. As of December 31, 2022 and 2021, the Company recorded a valuation allowance of $3.6 million and $3.0 million, respectively, related to state NOLs, as it is more likely than not that the tax benefit of certain state NOLs will not be realized before the NOLs expire. Unrecognized tax benefits are recorded for differences between tax positions the Company takes, or expects to take, on its income tax return compared to the benefit recognized for financial statement purposes. The Company does not have any unrecognized tax benefits as of December 31, 2022, 2021 or 2020. The Company's federal and state income tax returns for the tax years ended December 31, 2022, 2021, 2020 and 2019 remain subject to examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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 December 31, 2022 and 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 expired on September 30, 2022. On or about October 25, 2022, the parties, including the SLC acting on behalf of the Company, reached an agreement-in-principle to settle the action, subject to documentation in a formal stipulation of settlement, as well as approval by the Court. The agreement in principle includes, among other things, a payment of $6 million in cash to the Company, amendments to the Management Services Agreement between the Company and the Manager, and corporate governance changes. If the proposed settlement is not consummated, the defendants will contest the remaining claims vigorously. Unconditional Purchase Obligations We have certain unconditional purchase obligations, primarily in our Restaurant Group segment. These purchase obligations are with various vendors and primarily related to food and beverage obligations with fixed commitments in regard 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 December 31, 2022 to determine the amount of the obligations. Purchase obligations as of December 31, 2022 are as follows (in millions): 2023 $ 82.9 2024 6.3 2025 5.7 2026 4.7 2027 — Thereafter — Total purchase commitments $ 99.6 |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents. We place cash equivalents with high credit quality financial institutions and, by policy, limit the amount of credit exposure with any one financial institution. Our Restaurant Group companies obtain a majority of their restaurant food products and supplies from two distributors. Although we believe alternative vendors could be found in a timely manner, any disruption of these services could potentially have an adverse impact on operating results. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Trasimene During the year ended December 31, 2022, we incurred $40.1 million of management fee expenses and $49.3 million of carried interest expense related to sales of and distributions from Company investments. During the year ended December 31, 2021, we incurred $33.6 million of management fee expenses and $44.5 million of carried interest expense related to sales of and distributions from Company investments. During the year ended December 31, 2020, we incurred $20.8 million of management fee expenses payable to our Manager, incurred $11.3 million of carried interest expense related to sales of and distributions from Company investments, and earned $9.1 million of income related to transaction fees earned by the Manager and allocable to us pursuant to the Management Services Agreement. Such management fees and carried interest expense are recorded in Other operating expenses and transaction fee income is recorded in Interest, investment and other income on our Consolidated Statements of Operations. Other |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplementary Cash Flow Information | Supplementary Cash Flow Information The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2022 2021 2020 (In millions) Cash paid during the year: Interest $ 9.6 $ 7.0 $ 5.5 Income taxes 100.0 128.9 107.6 Operating leases 36.0 37.8 41.3 Non-cash investing and financing activities: D&B shares received as partial consideration for the Optimal Blue Disposition $ 435.0 $ — $ — Preferred shares received as consideration for note receivable from QOMPLX — 19.3 — Exchange of directly held Alight warrants for Alight common stock — 12.8 — Non-cash distribution of CoreLogic stock to joint venture with Senator Investment Group — — 112.5 Non-cash contribution of CoreLogic stock from joint venture with Senator Investment Group — — 176.3 Lease assets recognized in exchange for lease liabilities 7.5 9.3 65.0 Assets acquired in non-cash acquisition of Legendary Baking and VIBSQ — — 96.5 Liabilities assumed in non-cash acquisition of Legendary Baking and VIBSQ — — 44.4 |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") 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. |
Principles of Consolidation | 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 represents the portion of our majority-owned subsidiaries' net earnings or loss that is owned by noncontrolling shareholders of such subsidiaries. Noncontrolling interest recorded on the Consolidated Balance Sheets represents the portion of equity owned by noncontrolling shareholders in our consolidated subsidiaries. |
Management Estimates | Management Estimates The preparation of these 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 Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include fair value measurements (Note C), the carrying amount and depreciation of property and equipment (Note H), the valuation of acquired intangible assets (Note I), and accounting for income taxes (Note L). Actual results could differ from estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid instruments, including money market instruments and certificates of deposit, purchased as part of cash management with original maturities of three months or less, and certain amounts in transit from credit and debit card processors, are considered cash equivalents. The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate their fair value. |
Investments | Investments Short term investments consist of highly liquid instruments, primarily certificates of deposit and corporate debt securities with high credit quality, purchased as part of cash management that have an original maturity of between three months and four months and are carried at amortized cost, which approximates fair value. Equity securities includes our investment in Ceridian and is carried at fair value. Recognized gains and losses on equity securities are determined on the basis of the fair value of the securities at the balance sheet date or on a trade date basis. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Recognized gains and losses on the sale of investments accounted for under the equity method are determined on the basis of the book value of the specific investments sold and are credited or charged to income on a trade date basis. See Notes B and C for further discussion of our accounting for equity securities and investments in unconsolidated affiliates. |
Other Current Assets | Other Current AssetsPrepaid expenses and other current assets consist of trade receivables, inventory, prepaid operating expenses, the current portion of notes receivable, deposits and other miscellaneous current assets. |
Trade Receivables | Trade receivables are primarily for the Restaurant Group and consist primarily of business to business gift card sales, insurance-related reimbursement, rebates, tenant improvement allowances, and billings to franchisees for royalties, initial and renewal fees, equipment sales and rent. Trade receivables are recorded net of an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses related to existing receivables. The carrying values reported in the Consolidated Balance Sheets for trade receivables approximate their fair value. |
Inventory | Inventory primarily consists of food, beverages, packaging and supplies in our Restaurant Group segment and is stated at the lower of cost or net realizable value. Cost is determined using the first in, first out method for restaurant inventory. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments presented in the Consolidated Financial Statements are estimates of the fair value at a specific point in time using available market information and appropriate valuation methodologies. Estimates that use unobservable inputs are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. See Note C for further details. |
Distributions from Unconsolidated Affiliates | Distributions from Unconsolidated Affiliates We classify distributions received from unconsolidated affiliates in our Consolidated Statements of Cash Flows using the cumulative earnings approach. Under the cumulative earnings approach, distributions are considered returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions from an investee received in prior periods exceed the cumulative equity in earnings of such investee. When cumulative distributions from an investee exceed cumulative equity in earnings of the investee, such excess is considered a return of investment and is classified as a cash inflow from investing activities. |
Other long term investments and non-current assets | Other Long-Term Investments and Non-Current Assets Other long-term investments consist mainly of investments in equity securities without a readily determinable fair value. See Note B for further discussion of our accounting for equity securities without a readily determinable fair value. Other non-current assets also include other miscellaneous non-current assets. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in business combinations. Goodwill is reviewed for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. We have the option to first assess goodwill for impairment based on a review of qualitative factors to determine if events and circumstances exist that will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. However, if the Company concludes otherwise, then it is required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. For the years ended December 31, 2022 and 2021, we did not have any impairment of goodwill. For the year ended December 31, 2020, we recorded $7.8 million of impairment to goodwill in our Restaurant Group segment. The impairment charge is a result of deteriorating operating results and cash flow resulting from declining same store sales and increased costs at O'Charley's. The impairment recorded was calculated as the deficit between the carrying value of our O'Charley's reporting |
Other Intangible Assets | Other Intangible AssetsWe have other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames that are generally recorded in connection with acquisitions at their fair value, franchise rights, the fair value of purchased software and capitalized software development costs. Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives using an accelerated method, which takes into consideration expected customer attrition rates. Contractual relationships are generally amortized over their respective contractual lives. Useful lives of computer software range from three |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: thirty three In our Restaurant Group, all direct external costs associated with obtaining the land, building and equipment for each new restaurant, as well as construction period interest, are capitalized. Direct external costs associated with obtaining the dining room and kitchen equipment, signage and other assets and equipment are also capitalized. In addition, for each new restaurant and re-branded restaurant, a portion of the internal direct costs of its real estate and construction department are also capitalized. |
Insurance Reserves | Insurance ReservesOur Restaurant Group companies are currently self-insured for a portion of its workers' compensation, general liability, and liquor liability losses (collectively, casualty losses) as well as certain other insurable risks. To mitigate the cost of the Restaurant Group's exposures for certain property and casualty losses, we make annual decisions to either retain the risks of loss up to a certain maximum per occurrence, aggregate loss limits negotiated with its insurance carriers, or fully insure those risks. Our Restaurant Group companies are also self-insured for healthcare claims for eligible participating employees subject to certain deductibles and limitations. We have accounted for such retained liabilities for casualty losses and healthcare claims, including reported and incurred but not reported claims, based on information provided by third-party actuaries. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. We recognize the benefits of uncertain tax positions in the financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. Uncertain tax positions are accounted for by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of judgment in assessing the timing and amounts of deductible and taxable items. Tax positions that meet the more likely than not recognition threshold are |
Advertising Costs | Advertising Costs The Company expenses advertising and marketing costs as incurred, except for certain advertising production costs that are initially capitalized and subsequently expensed the first time the advertising takes place. During the years ended December 31, 2022, 2021, and 2020, the Company incurred $17.0 million, $16.0 million, and $15.7 million of advertising and marketing costs, respectively, related to advertising in our Restaurant Group and in our real estate operations. These costs are included in Other operating expenses on the Consolidated Statements of Operations. |
Comprehensive Earnings | Comprehensive Earnings We report comprehensive earnings in accordance with GAAP on the Consolidated Statements of Comprehensive Earnings. Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to realized losses and are included in Recognized (losses) gains, net on the Consolidated Statements of Operations. Our policy is to release income tax effects from accumulated other comprehensive income at such time as the earnings or loss of the related activity are recognized in earnings (e.g., upon sale of an investment). |
Stock-Based Compensation Plans | Stock-Based Compensation PlansStock-based compensation expense includes restricted stock awards granted in Cannae common stock to directors and certain members of management. We account for stock-based compensation plans using the fair value method. Under the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date, using quoted market prices of the underlying stock, and recognized over the service period. |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock, which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have completed our evaluation of the recently issued accounting pronouncements and we did not identify any that are applicable to the Company for adoption or expected to, if currently adopted, have a material impact on our 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 revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in the balance of other comprehensive earnings by component are as follows: Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Unrealized (loss) gain relating to investments in unconsolidated affiliates Total Accumulated Other Comprehensive (Loss) Earnings (In millions) Balance December 31, 2020 $ 10.2 $ (15.1) $ (4.9) Other comprehensive earnings 0.6 5.7 6.3 Reclassification adjustments (10.8) 2.2 (8.6) Balance December 31, 2021 $ — $ (7.2) $ (7.2) Other comprehensive earnings — (14.6) (14.6) Reclassification adjustments — 3.7 3.7 Balance December 31, 2022 $ — $ (18.1) $ (18.1) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Gain (Loss) on Securities | (Losses) gains on equity securities included in Recognized (losses) gains, net on the Consolidated Statements of Operations consisted of the following for the years ended December 31, 2022, 2021 and 2020 (in millions): Year ended December 31, 2022 2021 2020 Net (losses) gains recognized during the period on equity securities $ (340.2) $ (52.8) $ 1,991.0 Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period (132.2) (32.3) 410.2 Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date $ (208.0) $ (20.5) $ 1,580.8 |
Schedule of Investments in Unconsolidated Affiliates and Summarized Financial Information | Investments in unconsolidated affiliates recorded using the equity method of accounting as of December 31, 2022 and 2021 consisted of the following (in millions): Ownership at December 31, 2022 2022 2021 Dun & Bradstreet 18.1% $ 857.1 $ 595.0 Alight 9.7% 532.2 505.0 Sightline 32.4% 247.0 269.5 System1 24.0% 127.4 — AmeriLife (1) 4.6% — 112.7 Paysafe 5.6% 33.7 431.1 Other various 153.3 348.0 Total $ 1,950.7 $ 2,261.3 _____________________________________ (1) The investment in AmeriLife was no longer accounted for under the equity method of accounting beginning on November 15, 2022. Equity in earnings (losses) of unconsolidated affiliates for the years ended December 31, 2022, 2021 and 2020 consisted of the following (in millions): Year ended December 31, 2022 2021 2020 Dun & Bradstreet (1) $ (8.8) $ (13.5) $ (46.8) Alight (1.6) 38.2 — Sightline (2) (19.3) (2.4) — System1 (14.2) — — AmeriLife (3) (19.1) (8.7) (4.0) Paysafe (144.2) 53.3 — Other 23.3 5.7 109.9 Total $ (183.9) $ 72.6 $ 59.1 _____________________________________ (1) Equity in losses for Dun & Bradstreet includes $7.2 million of loss for the year ended December 31, 2022 related to amortization of Cannae's basis difference between the book value of its ownership interest and ratable portion of the underlying equity in net assets of Dun & Bradstreet. (2) Equity in losses for Sightline includes $7.7 million of loss for the year ended December 31, 2022 related to amortization of Cannae's basis difference between the book value of its ownership interest and ratable portion of the underlying equity in net assets of Sightline. (3) The amount for the year ended December 31, 2022 represents the Company's equity in losses of AmeriLife prior to the change in accounting for the investment beginning November 15, 2022. December 31, December 31, (In millions) Total current assets $ 703.9 $ 718.0 Goodwill and other intangible assets, net 7,751.4 8,317.8 Other noncurrent assets 1,016.6 961.4 Total assets $ 9,471.9 $ 9,997.2 Current liabilities $ 1,102.6 $ 1,004.9 Long-term debt 3,552.2 3,716.7 Other non-current liabilities 1,308.7 1,530.3 Total liabilities 5,963.5 6,251.9 Noncontrolling interest 9.1 64.1 Total equity 3,508.4 3,745.3 Total liabilities and equity $ 9,471.9 $ 9,997.2 Year ended December 31, 2022 2021 2020 (In millions) Total revenues $ 2,224.6 $ 2,165.6 $ 1,738.7 Loss before income taxes (27.2) (45.2) (226.4) Net earnings (loss) 4.1 (65.9) (111.6) Less: net earnings attributable to noncontrolling interest and dividends to preferred equity 6.4 5.8 69.0 Net loss attributable to Dun & Bradstreet (2.3) (71.7) (180.6) September 30, (In millions) Total current assets $ 126.9 Goodwill and other intangible assets, net 1,422.8 Other assets 14.8 Total assets $ 1,564.5 Current liabilities $ 207.1 Long-term debt 402.3 Other non-current liabilities 159.7 Total liabilities 769.1 Noncontrolling interest 178.2 Total equity 795.4 Total liabilities and equity $ 1,564.5 For the period from January 27, 2022 to September 30, 2022 (In millions) Total revenues $ 587.1 Loss before income taxes (142.2) Net loss (109.7) Net loss attributable to noncontrolling interest (18.9) Net loss attributable to System1 (90.8) September 30, September 30, (In millions) Total current assets $ 2,814.1 $ 1,825.9 Goodwill and other intangible assets, net 3,227.0 4,699.7 Other assets 79.3 67.5 Total assets $ 6,120.4 $ 6,593.1 Current liabilities $ 2,657.5 $ 1,623.6 Long-term debt 2,505.3 2,190.9 Other liabilities 98.7 172.6 Total liabilities 5,261.5 3,987.1 Noncontrolling interest 100.1 137.8 Total equity 858.9 2,606.0 Total liabilities and equity $ 6,120.4 $ 6,593.1 For the year ended September 30, 2022 For the period from (In millions) Total revenues $ 1,484.2 $ 737.9 Operating loss (1,861.1) (261.6) Net loss (1,738.0) (140.3) Net earnings attributable to noncontrolling interest 0.6 0.3 Net loss attributable to Paysafe (1,738.6) (140.6) December 31, December 31, (In millions) Total current assets $ 2,816.0 $ 2,469.0 Goodwill and other intangible assets, net 7,551.0 7,808.0 Other assets 868.0 711.0 Total assets $ 11,235.0 $ 10,988.0 Current liabilities $ 2,348.0 $ 2,125.0 Long-term debt 2,792.0 2,830.0 Other liabilities 1,006.0 1,105.0 Total liabilities 6,146.0 6,060.0 Noncontrolling interests 650.0 788.0 Total equity 5,089.0 4,928.0 Total liabilities and equity $ 11,235.0 $ 10,988.0 For the year ended December 31, 2022 For the period from July 2, 2021 through December 31, 2021 (In millions) Total revenues $ 3,132.0 $ 1,554.0 Operating (loss) income (14.0) 65.0 Net loss (72.0) (48.0) Net loss attributable to noncontrolling interests (10.0) (13.0) Net loss attributable to Alight (62.0) (35.0) September 30, September 30, (In millions) Total current assets $ 42.3 $ 49.3 Goodwill and other intangible assets, net 133.0 136.9 Other assets 11.8 0.6 Total assets $ 187.1 $ 186.8 Current liabilities $ 7.2 $ 7.8 Other liabilities 6.5 0.2 Total liabilities 13.7 8.0 Total equity 173.4 178.8 Total liabilities and equity $ 187.1 $ 186.8 For the year ended September 30, 2022 For the period from April 1, 2021 through September 30, 2021 (In millions) Total revenues $ 48.3 $ 22.9 Net loss (34.0) (11.6) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on 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 December 31, 2022 and 2021, respectively: December 31, 2022 Level 1 Level 2 Level 3 Total (In millions) Assets: Short-term investments $ 34.9 $ — $ — $ 34.9 Ceridian 384.9 — — 384.9 Total assets $ 419.8 $ — $ — $ 419.8 December 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Assets: Equity securities: Ceridian $ 1,044.6 $ — $ — $ 1,044.6 Austerlitz Acquisition Corp. II ("AAII") Forward Purchase Agreement — — 0.5 0.5 Total equity securities 1,044.6 — 0.5 1,045.1 Other noncurrent assets: System1 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 Fair Values Level 3 Assets Measured on 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). Year Ended December 31, 2021 Corporate debt Forward Purchase Subscription AAII securities Agreements Agreements Warrants Total Fair value, beginning of period $ 35.2 $ 136.1 $ 169.6 $ — 340.9 Recognized gain on settlement (1) 1.5 — — — 1.5 Net valuation (loss) gain included in earnings (1) — (24.2) 7.7 (8.9) (25.4) Reclassification to investments in unconsolidated affiliates and Warrants — (111.4) (177.3) — (288.7) Purchase of AAII Warrants — — — 29.6 29.6 Net valuation gain included in other comprehensive earnings (2) 0.6 — — — 0.6 Transfers to Level 2 — — — (20.7) (20.7) Redemption of corporate debt securities (37.3) — — — (37.3) Fair value, end of period $ — $ 0.5 $ — $ — $ 0.5 ___________________________________________ (1) Included in Recognized (losses) gains, net on the Consolidated Statements of Operations. (2) Included in Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Consolidated Statements of Comprehensive Earnings (Loss). |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The table below summarizes select information related to variable interests held by the Company as of December 31, 2022 and 2021, of which we are not the primary beneficiary: 2022 2021 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 138.3 $ 138.3 $ 4.5 $ 4.5 Forward Purchase Agreements — — 0.5 0.5 System1 Backstop Agreement — — 12.0 12.0 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | As of and for the year ended December 31, 2022: Restaurant Group Dun & Bradstreet Sightline Paysafe Alight Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 630.6 $ — $ — $ — $ — $ — $ — $ 630.6 Other revenues — 2,224.6 48.3 1,484.2 3,132.0 31.5 (6,889.1) 31.5 Revenues from external customers 630.6 2,224.6 48.3 1,484.2 3,132.0 31.5 (6,889.1) 662.1 Interest and investment income, including recognized (losses) gains, net 7.8 2.2 0.4 162.0 95.0 (186.5) (259.6) (178.7) Total revenues and other income 638.4 2,226.8 48.7 1,646.2 3,227.0 (155.0) (7,148.7) 483.4 Depreciation and amortization 20.5 587.2 7.0 263.1 395.0 2.3 (1,252.3) 22.8 Interest expense (4.2) (193.2) — (110.5) (122.0) (8.1) 425.7 (12.3) (Loss) earnings before income taxes and equity in earnings (loss) of unconsolidated affiliates (18.4) (27.2) (34.0) (1,809.7) (41.0) (317.2) 1,911.9 (335.6) Income tax expense (benefit) (0.7) (28.8) — (71.7) 31.0 (89.2) 69.5 (89.9) (Loss) earnings before equity in earnings (loss) of unconsolidated affiliates (17.7) 1.6 (34.0) (1,738.0) (72.0) (228.0) 1,842.4 (245.7) Equity in earnings of unconsolidated affiliates — 2.5 — — — (10.0) (176.4) (183.9) Net (loss) earnings $ (17.7) $ 4.1 $ (34.0) $ (1,738.0) $ (72.0) $ (238.0) $ 1,666.0 $ (429.6) Assets $ 338.4 $ 9,471.9 $ 187.1 $ 6,120.4 $ 11,235.0 $ 2,787.1 $ (27,014.4) $ 3,125.5 Goodwill 53.4 3,431.3 108.7 1,944.9 3,679.0 — (9,163.9) 53.4 As of and for the year ended December 31, 2021: Restaurant Group Dun & Bradstreet Sightline Paysafe Alight Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 704.7 $ — $ — $ — $ — $ — $ — $ 704.7 Other revenues — 2,165.6 22.9 737.9 1,554.0 37.5 (4,480.4) 37.5 Revenues from external customers 704.7 2,165.6 22.9 737.9 1,554.0 37.5 (4,480.4) 742.2 Interest and investment income, including recognized gains (losses), net 2.1 0.7 — 143.1 (31.0) (291.8) (112.8) (289.7) Total revenues and other income 706.8 2,166.3 22.9 881.0 1,523.0 (254.3) (4,593.2) 452.5 Depreciation and amortization 24.0 615.9 2.6 131.9 184.0 2.6 (934.4) 26.6 Interest expense (8.8) (206.4) — (82.0) (57.0) (1.0) 345.4 (9.8) (Loss) earnings before income taxes and equity in earnings (loss) of unconsolidated affiliates (18.3) (45.2) (11.6) (200.5) (23.0) (414.7) 280.3 (433.0) Income tax expense (benefit) 1.0 23.4 — (60.2) 25.0 (75.0) 11.8 (74.0) (Loss) earnings before equity in earnings of unconsolidated affiliates (19.3) (68.6) (11.6) (140.3) (48.0) (339.7) 268.5 (359.0) Equity in (losses) earnings of unconsolidated affiliates — 2.7 — — — (3.0) 72.9 72.6 Net loss $ (19.3) $ (65.9) $ (11.6) $ (140.3) $ (48.0) $ (342.7) $ 341.4 $ (286.4) Assets $ 395.5 $ 9,997.2 $ 186.8 $ 6,593.1 $ 10,988.0 $ 3,494.1 $ (27,765.1) $ 3,889.6 Goodwill 53.4 3,493.3 111.7 3,536.6 3,638.0 — (10,779.6) 53.4 As of and for the year ended December 31, 2020: Restaurant Group Dun & Bradstreet Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 559.7 $ — $ — $ — $ 559.7 Other revenues — 1,738.7 26.0 (1,738.7) 26.0 Revenues from external customers 559.7 1,738.7 26.0 (1,738.7) 585.7 Interest and investment income, including recognized gains (losses), net 7.5 0.7 2,371.9 (0.7) 2,379.4 Total revenues and other income 567.2 1,739.4 2,397.9 (1,739.4) 2,965.1 Depreciation and amortization 27.7 537.8 3.0 (537.8) 30.7 Interest expense (8.6) (271.1) (0.4) 271.1 (9.0) (Loss) earnings before income taxes and equity in losses of unconsolidated affiliates (85.5) (226.4) 2,267.4 226.4 2,181.9 Income tax expense (benefit) (1.0) (112.4) 482.2 112.4 481.2 (Loss) earnings before equity in losses of unconsolidated affiliates (84.5) (114.0) 1,785.2 114.0 1,700.7 Equity in earnings (losses) of unconsolidated affiliates (9.2) 2.4 115.1 (49.2) 59.1 Net (loss) earnings $ (93.7) $ (111.6) $ 1,900.3 $ 64.8 $ 1,759.8 Assets $ 520.9 $ 9,220.3 $ 4,092.5 $ (9,220.3) $ 4,613.4 Goodwill 53.4 2,857.9 — (2,857.9) 53.4 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of the following: Year ended December 31, 2022 2021 2020 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 629.9 $ 673.2 $ 534.1 Bakery sales Restaurant Group — 28.8 23.4 Franchise and other Restaurant Group 0.7 2.7 2.2 Total restaurant revenue 630.6 704.7 559.7 Other operating revenue: Real estate and resort Corporate and other 30.8 34.6 24.7 Other Corporate and other 0.7 2.9 1.3 Total other operating revenue 31.5 37.5 26.0 Total operating revenue $ 662.1 $ 742.2 $ 585.7 |
Contract Balances, Receivables and Deferred Revenue | The following table provides information about receivables and deferred revenue: December 31, December 31, 2022 2021 (In millions) Trade receivables, net $ 7.1 $ 17.7 Deferred revenue (contract liabilities) 18.6 23.1 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Future Payments Under Operating Lease Arrangements Under ASC Topic 842 | Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2022 are as follows (in millions): 2023 $ 34.2 2024 27.2 2025 24.3 2026 22.4 2027 20.6 Thereafter 113.4 Total lease payments, undiscounted $ 242.1 Less: discount 68.3 Total operating lease liability as of December 31, 2022, at present value $ 173.8 Less: operating lease liability as of December 31, 2022, current 22.8 Operating lease liability as of December 31, 2022, long-term $ 151.0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: December 31, 2022 2021 (In millions) Furniture, fixtures and equipment $ 98.5 $ 101.8 Leasehold improvements 123.6 125.6 Land 22.8 25.2 Buildings 22.8 26.5 Other 3.3 4.0 271.0 283.1 Accumulated depreciation and amortization (183.5) (182.5) $ 87.5 $ 100.6 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Non-Amortizable Intangible Assets | Other intangible assets consist of the following: December 31, 2022 2021 (In millions) Trademarks and tradenames $ 24.1 $ 24.1 Software 13.8 13.8 Franchise rights 1.6 1.6 Customer relationships and contracts 5.2 5.2 44.7 44.7 Accumulated amortization (21.2) (17.8) $ 23.5 $ 26.9 |
Schedule of Amortizable Intangible Assets | Other intangible assets consist of the following: December 31, 2022 2021 (In millions) Trademarks and tradenames $ 24.1 $ 24.1 Software 13.8 13.8 Franchise rights 1.6 1.6 Customer relationships and contracts 5.2 5.2 44.7 44.7 Accumulated amortization (21.2) (17.8) $ 23.5 $ 26.9 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities, Current and Long-term | Accounts payable and other accrued liabilities, current consist of the following: December 31, 2022 2021 (In millions) Accrued payroll and employee benefits $ 13.3 $ 24.4 Trade accounts payable 25.8 22.7 Accrued casualty self-insurance expenses 7.4 8.7 Tax liabilities, excluding income taxes payable 9.8 7.9 Other accrued liabilities 22.7 41.9 $ 79.0 $ 105.6 Accounts payable and other accrued liabilities, long-term consist of the following: December 31, 2022 2021 (In millions) Restaurant Group financing obligations $ 28.8 $ 29.5 Other accrued liabilities 13.0 15.5 $ 41.8 $ 45.0 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: December 31, 2022 2021 (In millions) 2020 Margin Facility $ — $ — FNF Revolver 84.7 — Other 12.7 16.4 Notes payable, total $ 97.4 $ 16.4 Less: Notes payable, current 2.3 2.3 Notes payable, long-term $ 95.1 $ 14.1 |
Gross Principal Maturities Based Upon Contractual Maturities of Notes Payable | Gross principal maturities of notes payable at December 31, 2022 are as follows (in millions): 2023 $ 2.5 2024 0.9 2025 85.6 2026 8.8 2027 0.3 Thereafter 0.3 $ 98.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense on Continuing Operations | Income tax expense (benefit) consists of the following: Year Ended December 31, 2022 2021 2020 (In millions) Current $ 65.7 $ 101.5 $ 116.1 Deferred (155.6) (175.5) 365.1 $ (89.9) $ (74.0) $ 481.2 |
Schedule of Reconciliation of Effective Tax Rate | A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit (2.7) (0.3) (0.1) Tax credits 1.2 1.0 (0.1) Valuation allowance (0.2) 0.1 0.1 Non-deductible expenses and other, net (0.2) — — Non-deductible executive compensation (0.8) (1.3) 0.5 Dividends received deduction (0.2) — — Noncontrolling interests (0.1) — 0.3 Basis difference in investments 0.1 0.7 — Equity method investment stock-based compensation (2.9) (0.5) — Other 0.1 (0.1) (0.2) Effective tax rate excluding equity investments 15.3 % 20.6 % 21.5 % Equity investments 11.5 (3.5) 0.6 Effective tax rate 26.8 % 17.1 % 22.1 % |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities at December 31, 2022 and 2021 consist of the following: December 31, 2022 2021 (In millions) Deferred tax assets: Partnerships $ 20.7 $ — Net operating loss carryforwards 4.4 3.3 Other 1.2 0.5 Total gross deferred tax asset 26.3 3.8 Less: valuation allowance (3.6) (3.0) Total deferred tax asset $ 22.7 $ 0.8 Deferred tax liabilities: Partnerships $ — $ (144.6) Total deferred tax liability $ — $ (144.6) Net deferred tax asset (liability) $ 22.7 $ (143.8) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligations | Purchase obligations as of December 31, 2022 are as follows (in millions): 2023 $ 82.9 2024 6.3 2025 5.7 2026 4.7 2027 — Thereafter — Total purchase commitments $ 99.6 |
Supplementary Cash Flow Infor_2
Supplementary Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow information | The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2022 2021 2020 (In millions) Cash paid during the year: Interest $ 9.6 $ 7.0 $ 5.5 Income taxes 100.0 128.9 107.6 Operating leases 36.0 37.8 41.3 Non-cash investing and financing activities: D&B shares received as partial consideration for the Optimal Blue Disposition $ 435.0 $ — $ — Preferred shares received as consideration for note receivable from QOMPLX — 19.3 — Exchange of directly held Alight warrants for Alight common stock — 12.8 — Non-cash distribution of CoreLogic stock to joint venture with Senator Investment Group — — 112.5 Non-cash contribution of CoreLogic stock from joint venture with Senator Investment Group — — 176.3 Lease assets recognized in exchange for lease liabilities 7.5 9.3 65.0 Assets acquired in non-cash acquisition of Legendary Baking and VIBSQ — — 96.5 Liabilities assumed in non-cash acquisition of Legendary Baking and VIBSQ — — 44.4 |
Basis of Financial Statements -
Basis of Financial Statements - Recent Developments (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 13, 2022 | Nov. 16, 2022 USD ($) | Nov. 15, 2022 USD ($) | Oct. 08, 2022 USD ($) | Sep. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | Mar. 17, 2022 shares | Feb. 15, 2022 USD ($) $ / shares shares | Jan. 10, 2022 USD ($) shares | Jul. 31, 2022 USD ($) shares | Jan. 31, 2022 USD ($) shares | Mar. 01, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2023 USD ($) | Nov. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | Aug. 19, 2022 USD ($) | Apr. 18, 2022 shares | Jan. 27, 2022 USD ($) shares | |
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Investments in unconsolidated affiliates | $ 1,950.7 | $ 2,261.3 | |||||||||||||||||||
Par value per share (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Dividends from investment in unconsolidated affiliate | $ 7.9 | $ 298.1 | $ 48.3 | ||||||||||||||||||
Investment without readily determinable fair value | $ 114.8 | 54.2 | |||||||||||||||||||
System1 | Class D Common Stock Converted to Class C Common Stock | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Conversion of Class D common stock, to class A common stock (in shares) | shares | 833,750 | ||||||||||||||||||||
Ceridian | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Owned investment (in shares) | shares | 6,000,000 | ||||||||||||||||||||
Percentage of ownership after sale of stock transaction | 3.90% | ||||||||||||||||||||
Paysafe | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Owned investment (in shares) | shares | 3,400,000 | ||||||||||||||||||||
Athletic Football Club Bournemouth | Black Knight Football and Entertainment LP | Athletic Football Club Bournemouth | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Ownership after business acquisition, percentage | 100% | ||||||||||||||||||||
Ceridian | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Sale of stock (in shares) | shares | 2,000,000 | ||||||||||||||||||||
Proceeds from sale of stock | $ 112.4 | ||||||||||||||||||||
Ceridian | Subsequent Event | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Sale of stock (in shares) | shares | 1,000,000 | ||||||||||||||||||||
Proceeds from sale of stock | $ 78 | ||||||||||||||||||||
Trebia | Subscription for Trebia Class A Common Stock | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Backstop subscription, facility investment commitment | $ 250 | 200 | |||||||||||||||||||
Backstop subscription, sponsors will forfeit, up to additional Class B ordinary shares to Trebia and will issue equal number of shares of Class A common shares in exchanged for Trebia Class B ordinary shares (in shares) | shares | 1,352,941 | ||||||||||||||||||||
System1 | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Owned investment (in shares) | shares | 27,100,000 | 1,700,000 | 28,200,000 | ||||||||||||||||||
Investments in unconsolidated affiliates | $ 127.4 | 0 | $ 248.3 | ||||||||||||||||||
Warrants to purchase common shares (in shares) | shares | 1,200,000 | ||||||||||||||||||||
Ownership (as a percent) | 26.10% | 24% | |||||||||||||||||||
Shares converted (in shares) | shares | 217,500 | ||||||||||||||||||||
Additional shares owned (in shares) | shares | 500,000 | ||||||||||||||||||||
Number of shares sold (in shares) | shares | 1,800,000 | ||||||||||||||||||||
Proceeds from sale of equity method investments | $ 23.2 | ||||||||||||||||||||
Optimal Blue | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Consideration received on disposition of shares | $ 144.5 | ||||||||||||||||||||
Gain on sale of stock | $ 313 | ||||||||||||||||||||
Dun & Bradstreet | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Investments in unconsolidated affiliates | $ 857.1 | 595 | |||||||||||||||||||
Ownership (as a percent) | 18.10% | ||||||||||||||||||||
Number of shares sold (in shares) | shares | 9,200,000 | ||||||||||||||||||||
Proceeds from sale of equity method investments | $ 127.2 | ||||||||||||||||||||
Consideration received (in shares) | shares | 21,800,000 | ||||||||||||||||||||
Par value per share (in usd per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||
Gain on sale of stock | $ 23.2 | ||||||||||||||||||||
Shares transferred to Manager for carried interest (in shares) | shares | 1,600,000 | ||||||||||||||||||||
Dividends declared (in usd per share) | $ / shares | $ 0.10 | ||||||||||||||||||||
Dividends from investment in unconsolidated affiliate | $ 8 | ||||||||||||||||||||
Alight | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Owned investment (in shares) | shares | 52,500,000 | ||||||||||||||||||||
Investments in unconsolidated affiliates | $ 532.2 | 505 | |||||||||||||||||||
Ownership (as a percent) | 9.70% | ||||||||||||||||||||
AmeriLife | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Percentage of ownership after sale of stock transaction | 4.60% | ||||||||||||||||||||
Proceeds from sale of equity method investments | $ 97.5 | $ 152.5 | |||||||||||||||||||
Gain on sale of stock | 73.9 | 102.5 | |||||||||||||||||||
Ownership interest divested | 46% | ||||||||||||||||||||
Payments to noncontrolling interests holders | $ 2.9 | $ 4.6 | |||||||||||||||||||
Investment without readily determinable fair value | $ 88.5 | ||||||||||||||||||||
Gain on revaluation | 67.2 | ||||||||||||||||||||
CorroHealth | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Proceeds from sale of equity method investments | $ 78.7 | ||||||||||||||||||||
Gain on sale of stock | $ 5.9 | ||||||||||||||||||||
Ownership after sale, percentage | 0% | ||||||||||||||||||||
Paysafe | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Investments in unconsolidated affiliates | $ 33.7 | $ 431.1 | |||||||||||||||||||
Ownership (as a percent) | 5.60% | ||||||||||||||||||||
Proceeds from sale of equity method investments | $ 27.1 | ||||||||||||||||||||
Shares sold (in shares) | shares | 19,200,000 | ||||||||||||||||||||
Sale of warrants (in shares) | shares | 5,000,000 | ||||||||||||||||||||
Sale of units (in shares) | shares | 3,100,000 | ||||||||||||||||||||
Reverse stock split | 0.083 | ||||||||||||||||||||
CSI LP | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Ownership (as a percent) | 9.10% | ||||||||||||||||||||
CSI LP | Subscription Agreement, Partnership Interest, CSI LP | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Subscription agreement, investment commitment, interest, percentage | 32% | ||||||||||||||||||||
Subscription agreement, commitment to purchase | $ 86.1 | ||||||||||||||||||||
Black Knight Football and Entertainment LP | Limited Partnership Agreement, Black Knight Football and Entertainment | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Ownership (as a percent) | 50.10% | ||||||||||||||||||||
Investment, limited partnership agreement | $ 132.8 | ||||||||||||||||||||
Equity investment | $ 52.2 | ||||||||||||||||||||
Black Knight Football and Entertainment LP | Subsequent Event | Limited Partnership Agreement, Black Knight Football and Entertainment | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Equity investment | $ 40.3 | ||||||||||||||||||||
Black Knight Football and Entertainment LP | Black Knight Football and Entertainment LP | Board of Directors Chairman | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
General partner, ownership interest | 25% | ||||||||||||||||||||
Underwritten Secondary Public Offering | Ceridian | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Sale of stock (in shares) | shares | 2,000,000 | ||||||||||||||||||||
Proceeds from sale of stock | $ 173.3 | ||||||||||||||||||||
Underwritten Secondary Public Offering | Dun & Bradstreet | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Owned investment (in shares) | shares | 79,000,000 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies - Other Developments (Details) - USD ($) $ / shares in Units, $ in Millions | 5 Months Ended | 12 Months Ended | ||||
Aug. 03, 2022 | Feb. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Stock repurchases | $ 225.4 | $ 167.3 | $ 14.4 | |||
2021 Repurchase Program | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock repurchase program, period | 3 years | |||||
Stock repurchase program, number of shares authorized to be repurchased (up to) | 10,000,000 | |||||
Stock repurchases (in shares) | 9,483,416 | |||||
Stock repurchases | $ 198.5 | |||||
Stock repurchase, average price per share (in usd per share) | $ 20.93 | |||||
2021 Repurchase Program | Fidelity National Financial Inc. | Affiliated Entity | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock repurchases (in shares) | 5,775,598 | |||||
Stock repurchases | $ 108.7 | |||||
2022 Repurchase Program | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock repurchase program, period | 3 years | |||||
Stock repurchase program, number of shares authorized to be repurchased (up to) | 10,000,000 | |||||
Stock repurchases (in shares) | 1,267,182 | |||||
Stock repurchases | $ 26.8 | |||||
Stock repurchase, average price per share (in usd per share) | $ 21.16 |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 7,800,000 |
Restaurant Group | |||
Goodwill [Line Items] | |||
Goodwill impairment | $ 7,800,000 |
Business and Summary of Signi_6
Business and Summary of Significant Accounting Policies - Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Computer software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 3 years | |
Computer software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 10 years | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 15 years | |
Tradenames | Restaurant Group | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment expense | $ 11.8 |
Business and Summary of Signi_7
Business and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 30 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 40 years |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 25 years |
Business and Summary of Signi_8
Business and Summary of Significant Accounting Policies - Insurance Reserves (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liability for insurance reserves | $ 10.9 |
Business and Summary of Signi_9
Business and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising costs incurred | $ 17 | $ 16 | $ 15.7 |
Business and Summary of Sign_10
Business and Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 3,335.3 | |
Ending balance | 2,718.8 | $ 3,335.3 |
Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | 10.2 |
Other comprehensive earnings | 0 | 0.6 |
Reclassification adjustments | 0 | (10.8) |
Ending balance | 0 | 0 |
Unrealized (loss) gain relating to investments in unconsolidated affiliates | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (7.2) | (15.1) |
Other comprehensive earnings | (14.6) | 5.7 |
Reclassification adjustments | 3.7 | 2.2 |
Ending balance | (18.1) | (7.2) |
Total Accumulated Other Comprehensive (Loss) Earnings | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (7.2) | (4.9) |
Other comprehensive earnings | (14.6) | 6.3 |
Reclassification adjustments | 3.7 | (8.6) |
Ending balance | $ (18.1) | $ (7.2) |
Business and Summary of Sign_11
Business and Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Antidilutive shares excluded from calculation of diluted earnings per share (in shares) | 0.2 | 0.1 | 0 |
Investments - Equity Securities
Investments - Equity Securities Gain (Losses) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||
Net (losses) gains recognized during the period on equity securities | $ (340.2) | $ (52.8) | $ 1,991 |
Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period | (132.2) | (32.3) | 410.2 |
Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date | $ (208) | $ (20.5) | $ 1,580.8 |
Investments - Schedule of Inves
Investments - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 17, 2022 | Jan. 27, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity investment | $ 1,950.7 | $ 2,261.3 | ||||
Equity in earnings (losses) of unconsolidated affiliates | (183.9) | 72.6 | $ 59.1 | |||
Amortization expense for amortizable intangible assets | $ 3.5 | 4.1 | 4 | |||
Dun & Bradstreet | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 18.10% | |||||
Equity investment | $ 857.1 | 595 | ||||
Equity in earnings (losses) of unconsolidated affiliates | (8.8) | (13.5) | (46.8) | |||
Amortization expense for amortizable intangible assets | $ 7.2 | |||||
Alight | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 9.70% | |||||
Equity investment | $ 532.2 | 505 | ||||
Equity in earnings (losses) of unconsolidated affiliates | $ (1.6) | 38.2 | 0 | |||
Sightline | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 32.40% | |||||
Equity investment | $ 247 | 269.5 | ||||
Equity in earnings (losses) of unconsolidated affiliates | $ (19.3) | (2.4) | 0 | |||
Amortization expense for amortizable intangible assets | $ 7.7 | |||||
System1 | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 24% | 26.10% | ||||
Equity investment | $ 127.4 | 0 | $ 248.3 | |||
Equity in earnings (losses) of unconsolidated affiliates | $ (14.2) | 0 | 0 | |||
AmeriLife | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 4.60% | |||||
Equity investment | $ 0 | 112.7 | ||||
Equity in earnings (losses) of unconsolidated affiliates | $ (19.1) | (8.7) | (4) | |||
Paysafe | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership (as a percent) | 5.60% | |||||
Equity investment | $ 33.7 | 431.1 | ||||
Equity in earnings (losses) of unconsolidated affiliates | (144.2) | 53.3 | 0 | |||
Other | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity investment | 153.3 | 348 | ||||
Equity in earnings (losses) of unconsolidated affiliates | $ 23.3 | $ 5.7 | $ 109.9 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 17, 2022 | Jan. 27, 2022 | |
Debt Securities, Available-for-sale [Line Items] | ||||||
Amortization expense for amortizable intangible assets | $ 3.5 | $ 4.1 | $ 4 | |||
Investments in unconsolidated affiliates | 1,950.7 | 2,261.3 | ||||
Investment without readily determinable fair value | $ 114.8 | 54.2 | ||||
Tradenames | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Intangible assets, useful lives | 15 years | |||||
Dun & Bradstreet | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Based on quoted market prices, aggregate fair value of ownership | $ 969.1 | |||||
Ownership (as a percent) | 18.10% | |||||
Agreement with equity sponsors to collectively vote on the election of directors to board of directors, period | 3 years | |||||
Difference between equity ownership interest and underlying equity in net assets | $ 222.4 | |||||
Amortization expense for amortizable intangible assets | 7.2 | |||||
Investments in unconsolidated affiliates | 857.1 | 595 | ||||
Dun & Bradstreet | Finite-Lived Intangible Assets | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Difference between equity ownership interest and underlying equity in net assets | 138.3 | |||||
Dun & Bradstreet | Indefinite-Lived Intangible Assets | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Difference between equity ownership interest and underlying equity in net assets | 59.7 | |||||
Dun & Bradstreet | Deferred Tax Liabilities | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Difference between equity ownership interest and underlying equity in net assets | $ 29 | |||||
System1 | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Ownership (as a percent) | 24% | 26.10% | ||||
Difference between equity ownership interest and underlying equity in net assets | $ (63.1) | |||||
Investments in unconsolidated affiliates | 127.4 | 0 | $ 248.3 | |||
Other than temporary impairment of investment | 101.7 | |||||
Paysafe | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Based on quoted market prices, aggregate fair value of ownership | $ 46.9 | |||||
Ownership (as a percent) | 5.60% | |||||
Investments in unconsolidated affiliates | $ 33.7 | 431.1 | ||||
Other than temporary impairment of investment | 236 | |||||
Alight | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Based on quoted market prices, aggregate fair value of ownership | 438.7 | |||||
Difference between equity ownership interest and underlying equity in net assets | $ 39.3 | |||||
Sightline | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Ownership (as a percent) | 32.40% | |||||
Difference between equity ownership interest and underlying equity in net assets | $ 190.8 | |||||
Amortization expense for amortizable intangible assets | $ 7.7 | |||||
Investments in unconsolidated affiliates | 247 | $ 269.5 | ||||
Sightline | Deferred Tax Liabilities | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Difference between equity ownership interest and underlying equity in net assets | 42.3 | |||||
Sightline | Customer relationships | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Difference between equity ownership interest and underlying equity in net assets | $ 127 | |||||
Intangible assets, useful lives | 10 years | |||||
Sightline | Developed technology | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Difference between equity ownership interest and underlying equity in net assets | $ 67.7 | |||||
Intangible assets, useful lives | 5 years | |||||
Sightline | Tradenames | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Difference between equity ownership interest and underlying equity in net assets | $ 6.6 | |||||
Intangible assets, useful lives | 5 years | |||||
QOMPLX, Inc. | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Other than temporary impairment of investment | $ 32.8 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information, Dun & Bradstreet (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Combined Balance Sheets | ||||
Total current assets | $ 310.6 | $ 121.6 | ||
Total assets | 3,125.5 | 3,889.6 | $ 4,613.4 | |
Current liabilities | 122.7 | 179.5 | ||
Long-term debt | 97.4 | 16.4 | ||
Total liabilities | 410.6 | 548.5 | ||
Noncontrolling interests | (3.9) | 5.8 | ||
Total equity | 2,714.9 | 3,341.1 | 3,785.2 | $ 1,529.8 |
Total liabilities and equity | 3,125.5 | 3,889.6 | ||
Condensed Combined Statements of Operations | ||||
Total revenues | 483.4 | 452.5 | 2,965.1 | |
Net earnings (loss) | (429.6) | (286.4) | 1,759.8 | |
Dun & Bradstreet | ||||
Condensed Combined Balance Sheets | ||||
Total current assets | 703.9 | 718 | ||
Goodwill and other intangible assets, net | 7,751.4 | 8,317.8 | ||
Other noncurrent assets | 1,016.6 | 961.4 | ||
Total assets | 9,471.9 | 9,997.2 | ||
Current liabilities | 1,102.6 | 1,004.9 | ||
Long-term debt | 3,552.2 | 3,716.7 | ||
Other non-current liabilities | 1,308.7 | 1,530.3 | ||
Total liabilities | 5,963.5 | 6,251.9 | ||
Noncontrolling interests | 9.1 | 64.1 | ||
Total equity | 3,508.4 | 3,745.3 | ||
Total liabilities and equity | 9,471.9 | 9,997.2 | ||
Condensed Combined Statements of Operations | ||||
Total revenues | 2,224.6 | 2,165.6 | 1,738.7 | |
Loss before income taxes | (27.2) | (45.2) | (226.4) | |
Net earnings (loss) | 4.1 | (65.9) | (111.6) | |
Less: net earnings attributable to noncontrolling interest and dividends to preferred equity | 6.4 | 5.8 | 69 | |
Net loss | $ (2.3) | $ (71.7) | $ (180.6) |
Investments - Schedule of Sum_2
Investments - Schedule of Summarized Financial Information, System1 (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Combined Balance Sheets | ||||
Total current assets | $ 310.6 | $ 121.6 | ||
Total assets | 3,125.5 | 3,889.6 | $ 4,613.4 | |
Current liabilities | 122.7 | 179.5 | ||
Long-term debt | 97.4 | 16.4 | ||
Total liabilities | 410.6 | 548.5 | ||
Noncontrolling interests | (3.9) | 5.8 | ||
Total liabilities and equity | 3,125.5 | 3,889.6 | ||
Condensed Combined Statements of Operations | ||||
Total revenues | 483.4 | 452.5 | 2,965.1 | |
Net loss | (429.6) | (286.4) | 1,759.8 | |
Net earnings (loss) attributable to noncontrolling interest | (1.5) | 0.6 | (26.4) | |
Net loss attributable to System1 | $ (428.1) | $ (287) | $ 1,786.2 | |
System1 | ||||
Condensed Combined Balance Sheets | ||||
Total current assets | $ 126.9 | |||
Goodwill and other intangible assets, net | 1,422.8 | |||
Other assets | 14.8 | |||
Total assets | 1,564.5 | |||
Current liabilities | 207.1 | |||
Long-term debt | 402.3 | |||
Other non-current liabilities | 159.7 | |||
Total liabilities | 769.1 | |||
Noncontrolling interests | 178.2 | |||
Total equity | 795.4 | |||
Total liabilities and equity | 1,564.5 | |||
Condensed Combined Statements of Operations | ||||
Total revenues | 587.1 | |||
Loss before income taxes | (142.2) | |||
Net loss | (109.7) | |||
Net earnings (loss) attributable to noncontrolling interest | (18.9) | |||
Net loss attributable to System1 | $ (90.8) |
Investments - Schedule of Sum_3
Investments - Schedule of Summarized Financial Information, Paysafe (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Combined Balance Sheets | ||||||
Total current assets | $ 310.6 | $ 121.6 | ||||
Total assets | 3,125.5 | 3,889.6 | $ 4,613.4 | |||
Current liabilities | 122.7 | 179.5 | ||||
Long-term debt | 97.4 | 16.4 | ||||
Total liabilities | 410.6 | 548.5 | ||||
Noncontrolling interests | (3.9) | 5.8 | ||||
Total equity | 2,714.9 | 3,341.1 | 3,785.2 | $ 1,529.8 | ||
Total liabilities and equity | 3,125.5 | 3,889.6 | ||||
Condensed Combined Statements of Operations | ||||||
Total revenues | 483.4 | 452.5 | 2,965.1 | |||
Net loss | (429.6) | (286.4) | 1,759.8 | |||
Net earnings attributable to noncontrolling interest | (1.5) | 0.6 | (26.4) | |||
Net loss (earnings) attributable | $ (428.1) | $ (287) | $ 1,786.2 | |||
Paysafe | ||||||
Condensed Combined Balance Sheets | ||||||
Total current assets | $ 1,825.9 | $ 2,814.1 | ||||
Goodwill and other intangible assets, net | 4,699.7 | 3,227 | ||||
Other noncurrent assets | 67.5 | 79.3 | ||||
Total assets | 6,593.1 | 6,120.4 | ||||
Current liabilities | 1,623.6 | 2,657.5 | ||||
Long-term debt | 2,190.9 | 2,505.3 | ||||
Other liabilities | 172.6 | 98.7 | ||||
Total liabilities | 3,987.1 | 5,261.5 | ||||
Noncontrolling interests | 137.8 | 100.1 | ||||
Total equity | 2,606 | 858.9 | ||||
Total liabilities and equity | 6,593.1 | 6,120.4 | ||||
Condensed Combined Statements of Operations | ||||||
Total revenues | 737.9 | 1,484.2 | ||||
Loss before income taxes | (261.6) | (1,861.1) | ||||
Net loss | (140.3) | (1,738) | ||||
Net earnings attributable to noncontrolling interest | 0.3 | 0.6 | ||||
Net loss (earnings) attributable | $ (140.6) | $ (1,738.6) |
Investments - Schedule of Sum_4
Investments - Schedule of Summarized Financial Information, Alight (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Total current assets | $ 121.6 | $ 310.6 | $ 121.6 | ||
Total assets | 3,889.6 | 3,125.5 | 3,889.6 | $ 4,613.4 | |
Current liabilities | 179.5 | 122.7 | 179.5 | ||
Long-term debt | 16.4 | 97.4 | 16.4 | ||
Total liabilities | 548.5 | 410.6 | 548.5 | ||
Noncontrolling interests | 5.8 | (3.9) | 5.8 | ||
Total equity | 3,341.1 | 2,714.9 | 3,341.1 | 3,785.2 | $ 1,529.8 |
Total liabilities and equity | 3,889.6 | 3,125.5 | 3,889.6 | ||
Condensed Combined Statements of Operations | |||||
Total revenues | 483.4 | 452.5 | 2,965.1 | ||
Net loss | (429.6) | (286.4) | 1,759.8 | ||
Net earnings (loss) attributable to noncontrolling interest | (1.5) | 0.6 | (26.4) | ||
Net loss attributable to Alight | (428.1) | (287) | $ 1,786.2 | ||
Alight | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total current assets | 2,469 | 2,816 | 2,469 | ||
Goodwill and other intangible assets, net | 7,808 | 7,551 | 7,808 | ||
Other noncurrent assets | 711 | 868 | 711 | ||
Total assets | 10,988 | 11,235 | 10,988 | ||
Current liabilities | 2,125 | 2,348 | 2,125 | ||
Long-term debt | 2,830 | 2,792 | 2,830 | ||
Other liabilities | 1,105 | 1,006 | 1,105 | ||
Total liabilities | 6,060 | 6,146 | 6,060 | ||
Noncontrolling interests | 788 | 650 | 788 | ||
Total equity | 4,928 | 5,089 | 4,928 | ||
Total liabilities and equity | 10,988 | 11,235 | $ 10,988 | ||
Condensed Combined Statements of Operations | |||||
Total revenues | 1,554 | 3,132 | |||
Loss before income taxes | 65 | (14) | |||
Net loss | (48) | (72) | |||
Net earnings (loss) attributable to noncontrolling interest | (13) | (10) | |||
Net loss attributable to Alight | $ (35) | $ (62) |
Investments - Schedule of Sum_5
Investments - Schedule of Summarized Financial Information, Sightline (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Total current assets | $ 310.6 | $ 121.6 | ||||
Total assets | 3,125.5 | 3,889.6 | $ 4,613.4 | |||
Current liabilities | 122.7 | 179.5 | ||||
Total liabilities | 410.6 | 548.5 | ||||
Total equity | 2,714.9 | 3,341.1 | 3,785.2 | $ 1,529.8 | ||
Total liabilities and equity | 3,125.5 | 3,889.6 | ||||
Condensed Combined Statements of Operations | ||||||
Total revenues | 483.4 | 452.5 | 2,965.1 | |||
Net loss | $ (429.6) | $ (286.4) | $ 1,759.8 | |||
Sightline | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Total current assets | $ 49.3 | $ 42.3 | ||||
Goodwill and other intangible assets, net | 136.9 | 133 | ||||
Other noncurrent assets | 0.6 | 11.8 | ||||
Total assets | 186.8 | 187.1 | ||||
Current liabilities | 7.8 | 7.2 | ||||
Other liabilities | 0.2 | 6.5 | ||||
Total liabilities | 8 | 13.7 | ||||
Total equity | 178.8 | 173.4 | ||||
Total liabilities and equity | 186.8 | 187.1 | ||||
Condensed Combined Statements of Operations | ||||||
Total revenues | 22.9 | 48.3 | ||||
Net loss | $ (11.6) | $ (34) |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Short-term investments | $ 34.9 | |
Other noncurrent assets: | $ 36.7 | |
Total assets | 419.8 | 1,081.8 |
Ceridian | ||
Assets: | ||
Equity securities: | 384.9 | 1,044.6 |
Austerlitz Acquisition Corp. II ("AAII") Forward Purchase Agreement | ||
Assets: | ||
Equity securities: | 0.5 | |
Total equity securities | ||
Assets: | ||
Equity securities: | 1,045.1 | |
System1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 12 | |
Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 5.4 | |
AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 19.3 | |
Level 1 | ||
Assets: | ||
Short-term investments | 34.9 | |
Other noncurrent assets: | 5.4 | |
Total assets | 419.8 | 1,050 |
Level 1 | Ceridian | ||
Assets: | ||
Equity securities: | 384.9 | 1,044.6 |
Level 1 | Austerlitz Acquisition Corp. II ("AAII") Forward Purchase Agreement | ||
Assets: | ||
Equity securities: | 0 | |
Level 1 | Total equity securities | ||
Assets: | ||
Equity securities: | 1,044.6 | |
Level 1 | System1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 1 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 5.4 | |
Level 1 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 2 | ||
Assets: | ||
Short-term investments | 0 | |
Other noncurrent assets: | 31.3 | |
Total assets | 0 | 31.3 |
Level 2 | Ceridian | ||
Assets: | ||
Equity securities: | 0 | 0 |
Level 2 | Austerlitz Acquisition Corp. II ("AAII") Forward Purchase Agreement | ||
Assets: | ||
Equity securities: | 0 | |
Level 2 | Total equity securities | ||
Assets: | ||
Equity securities: | 0 | |
Level 2 | System1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 12 | |
Level 2 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 2 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 19.3 | |
Level 3 | ||
Assets: | ||
Short-term investments | 0 | |
Other noncurrent assets: | 0 | |
Total assets | 0 | 0.5 |
Level 3 | Ceridian | ||
Assets: | ||
Equity securities: | $ 0 | 0 |
Level 3 | Austerlitz Acquisition Corp. II ("AAII") Forward Purchase Agreement | ||
Assets: | ||
Equity securities: | 0.5 | |
Level 3 | Total equity securities | ||
Assets: | ||
Equity securities: | 0.5 | |
Level 3 | System1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 3 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 3 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Fair Values of Level 3 Assets Measured on a Recurring Basis (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Recognized (losses) gains, net |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Asset, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] | Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax |
Corporate debt securities | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Recognized gain on settlement | $ 1.5 |
Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning of period | 340.9 |
Recognized gain on settlement | 1.5 |
Net valuation gain included in earnings | (25.4) |
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (20.7) |
Purchase of AAII Warrants | 29.6 |
Net valuation gain included in other comprehensive earnings | 0.6 |
Redemption of corporate debt securities | (37.3) |
Fair value, end of period | 0.5 |
Level 3 | 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 gain included in other comprehensive earnings | 0.6 |
Redemption of corporate debt securities | (37.3) |
Fair value, end of period | 0 |
Level 3 | 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 | (288.7) |
Level 3 | Forward Purchase Agreements | Forward Purchase Agreement | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning of period | 136.1 |
Net valuation gain included in earnings | (24.2) |
Fair value, end of period | 0.5 |
Level 3 | Forward Purchase Agreements | Investments in unconsolidated affiliates | Forward Purchase Agreement | |
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 | (111.4) |
Level 3 | Subscription Agreements | Forward Purchase Agreement | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning of period | 169.6 |
Net valuation gain included in earnings | 7.7 |
Fair value, end of period | 0 |
Level 3 | Subscription Agreements | Investments in unconsolidated affiliates | Forward Purchase Agreement | |
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 | (177.3) |
Level 3 | AAII Warrants | Forward Purchase Agreement | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning of period | 0 |
Net valuation gain included in earnings | (8.9) |
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (20.7) |
Purchase of AAII Warrants | 29.6 |
Fair value, end of period | $ 0 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Select Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | |||
Assets | $ 3,125.5 | $ 3,889.6 | $ 4,613.4 |
Variable interest entity, not primary beneficiary | Investments in unconsolidated affiliates | |||
Variable Interest Entity [Line Items] | |||
Assets | 138.3 | 4.5 | |
Maximum Exposure | 138.3 | 4.5 | |
Variable interest entity, not primary beneficiary | Forward Purchase Agreements | |||
Variable Interest Entity [Line Items] | |||
Assets | 0 | 0.5 | |
Maximum Exposure | 0 | 0.5 | |
Variable interest entity, not primary beneficiary | System1 Backstop Agreement | |||
Variable Interest Entity [Line Items] | |||
Assets | 0 | 12 | |
Maximum Exposure | $ 0 | $ 12 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional (Details) - Variable interest entity, not primary beneficiary - Investments in unconsolidated affiliates - USD ($) $ in Millions | Mar. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | |||
Maximum Exposure | $ 138.3 | $ 4.5 | |
BKFE | Subsequent Event | |||
Variable Interest Entity [Line Items] | |||
Maximum Exposure | $ 99 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 662.1 | $ 742.2 | $ 585.7 |
Interest and investment income, including recognized gains (losses), net | (178.7) | (289.7) | 2,379.4 |
Total revenues and other income | 483.4 | 452.5 | 2,965.1 |
Depreciation and amortization | 22.8 | 26.6 | 30.7 |
Interest expense | (12.3) | (9.8) | (9) |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (335.6) | (433) | 2,181.9 |
Income tax (benefit) expense | (89.9) | (74) | 481.2 |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | (245.7) | (359) | 1,700.7 |
Equity in earnings (losses) of unconsolidated affiliates | (183.9) | 72.6 | 59.1 |
Net (loss) earnings | (429.6) | (286.4) | 1,759.8 |
Assets | 3,125.5 | 3,889.6 | 4,613.4 |
Goodwill | 53.4 | 53.4 | 53.4 |
Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 630.6 | 704.7 | 559.7 |
Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 630.6 | 704.7 | 559.7 |
Interest and investment income, including recognized gains (losses), net | 7.8 | 2.1 | 7.5 |
Total revenues and other income | 638.4 | 706.8 | 567.2 |
Depreciation and amortization | 20.5 | 24 | 27.7 |
Interest expense | (4.2) | (8.8) | 8.6 |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (18.4) | (18.3) | (85.5) |
Income tax (benefit) expense | (0.7) | 1 | (1) |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | (17.7) | (19.3) | (84.5) |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | (9.2) |
Net (loss) earnings | (17.7) | (19.3) | (93.7) |
Assets | 338.4 | 395.5 | 520.9 |
Goodwill | 53.4 | 53.4 | 53.4 |
Operating Segments | Dun & Bradstreet | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 2,224.6 | 2,165.6 | 1,738.7 |
Interest and investment income, including recognized gains (losses), net | 2.2 | 0.7 | 0.7 |
Total revenues and other income | 2,226.8 | 2,166.3 | 1,739.4 |
Depreciation and amortization | 587.2 | 615.9 | 537.8 |
Interest expense | (193.2) | (206.4) | (271.1) |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (27.2) | (45.2) | (226.4) |
Income tax (benefit) expense | (28.8) | 23.4 | (112.4) |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | 1.6 | (68.6) | (114) |
Equity in earnings (losses) of unconsolidated affiliates | 2.5 | 2.7 | 2.4 |
Net (loss) earnings | 4.1 | (65.9) | (111.6) |
Assets | 9,471.9 | 9,997.2 | 9,220.3 |
Goodwill | 3,431.3 | 3,493.3 | 2,857.9 |
Operating Segments | Sightline | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 48.3 | 22.9 | |
Interest and investment income, including recognized gains (losses), net | 0.4 | 0 | |
Total revenues and other income | 48.7 | 22.9 | |
Depreciation and amortization | 7 | 2.6 | |
Interest expense | 0 | 0 | |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (34) | (11.6) | |
Income tax (benefit) expense | 0 | 0 | |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | (34) | (11.6) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | |
Net (loss) earnings | (34) | (11.6) | |
Assets | 187.1 | 186.8 | |
Goodwill | 108.7 | 111.7 | |
Operating Segments | Paysafe | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 1,484.2 | 737.9 | |
Interest and investment income, including recognized gains (losses), net | 162 | 143.1 | |
Total revenues and other income | 1,646.2 | 881 | |
Depreciation and amortization | 263.1 | 131.9 | |
Interest expense | (110.5) | (82) | |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (1,809.7) | (200.5) | |
Income tax (benefit) expense | (71.7) | (60.2) | |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | (1,738) | (140.3) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | |
Net (loss) earnings | (1,738) | (140.3) | |
Assets | 6,120.4 | 6,593.1 | |
Goodwill | 1,944.9 | 3,536.6 | |
Operating Segments | Alight | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 3,132 | 1,554 | |
Interest and investment income, including recognized gains (losses), net | 95 | (31) | |
Total revenues and other income | 3,227 | 1,523 | |
Depreciation and amortization | 395 | 184 | |
Interest expense | (122) | (57) | |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (41) | (23) | |
Income tax (benefit) expense | 31 | 25 | |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | (72) | (48) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | |
Net (loss) earnings | (72) | (48) | |
Assets | 11,235 | 10,988 | |
Goodwill | 3,679 | 3,638 | |
Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 31.5 | 37.5 | 26 |
Interest and investment income, including recognized gains (losses), net | (186.5) | (291.8) | 2,371.9 |
Total revenues and other income | (155) | (254.3) | 2,397.9 |
Depreciation and amortization | 2.3 | 2.6 | 3 |
Interest expense | (8.1) | (1) | 0.4 |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | (317.2) | (414.7) | 2,267.4 |
Income tax (benefit) expense | (89.2) | (75) | 482.2 |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | (228) | (339.7) | 1,785.2 |
Equity in earnings (losses) of unconsolidated affiliates | (10) | (3) | 115.1 |
Net (loss) earnings | (238) | (342.7) | 1,900.3 |
Assets | 2,787.1 | 3,494.1 | 4,092.5 |
Goodwill | 0 | 0 | 0 |
Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (6,889.1) | (4,480.4) | (1,738.7) |
Interest and investment income, including recognized gains (losses), net | (259.6) | (112.8) | (0.7) |
Total revenues and other income | (7,148.7) | (4,593.2) | (1,739.4) |
Depreciation and amortization | (1,252.3) | (934.4) | (537.8) |
Interest expense | 425.7 | 345.4 | 271.1 |
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | 1,911.9 | 280.3 | 226.4 |
Income tax (benefit) expense | 69.5 | 11.8 | 112.4 |
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates | 1,842.4 | 268.5 | 114 |
Equity in earnings (losses) of unconsolidated affiliates | (176.4) | 72.9 | (49.2) |
Net (loss) earnings | 1,666 | 341.4 | 64.8 |
Assets | (27,014.4) | (27,765.1) | (9,220.3) |
Goodwill | (9,163.9) | (10,779.6) | (2,857.9) |
Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 630.6 | 704.7 | 559.7 |
Restaurant revenue | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 629.9 | 673.2 | 534.1 |
Restaurant revenue | Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 630.6 | 704.7 | 559.7 |
Restaurant revenue | Operating Segments | Dun & Bradstreet | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Restaurant revenue | Operating Segments | Sightline | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Restaurant revenue | Operating Segments | Paysafe | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Restaurant revenue | Operating Segments | Alight | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Restaurant revenue | Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Restaurant revenue | Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Other operating revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 31.5 | 37.5 | 26 |
Other operating revenue | Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Other operating revenue | Operating Segments | Dun & Bradstreet | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 2,224.6 | 2,165.6 | 1,738.7 |
Other operating revenue | Operating Segments | Sightline | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 48.3 | 22.9 | |
Other operating revenue | Operating Segments | Paysafe | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 1,484.2 | 737.9 | |
Other operating revenue | Operating Segments | Alight | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 3,132 | 1,554 | |
Other operating revenue | Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 31.5 | 37.5 | 26 |
Other operating revenue | Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ (6,889.1) | $ (4,480.4) | $ (1,738.7) |
Segment Information - Narrative
Segment Information - Narrative (Details) | Dec. 31, 2022 |
Dun & Bradstreet | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 18.10% |
Alight | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 9.70% |
Paysafe | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 5.60% |
Sightline | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 32.40% |
O'Charley's | |
Segment Reporting Information [Line Items] | |
Ownership interest, controlling interest | 65.40% |
99 Restaurants | |
Segment Reporting Information [Line Items] | |
Ownership interest, controlling interest | 88.50% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 662.1 | $ 742.2 | $ 585.7 |
Restaurant revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 630.6 | 704.7 | 559.7 |
Restaurant Group | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 630.6 | 704.7 | 559.7 |
Restaurant Group | Restaurant revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 629.9 | 673.2 | 534.1 |
Restaurant Group | Bakery sales | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 0 | 28.8 | 23.4 |
Restaurant Group | Franchise and other | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 0.7 | 2.7 | 2.2 |
Corporate and Other | Real estate and resort | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 30.8 | 34.6 | 24.7 |
Corporate and Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 0.7 | 2.9 | 1.3 |
Other operating revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 31.5 | $ 37.5 | $ 26 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables, net | $ 7.1 | $ 17.7 |
Deferred revenue (contract liabilities) | 18.6 | 23.1 |
Revenue recognized | $ 14.6 | $ 20.6 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) optionsToRenew | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease weighted average remaining lease term | 10 years | 10 years | |
Operating lease, number of options to renew | optionsToRenew | 1 | ||
Lease weighted average discount rate, percent | 7.01% | 6.97% | |
Cost of restaurant revenue | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | $ | $ 36.4 | $ 37.3 | $ 43.2 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 18 years | ||
Lease renewal term | 20 years |
Leases - Future Payments Under
Leases - Future Payments Under Operating Lease Arrangements Under ASC Topic 842 (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 34.2 | |
2024 | 27.2 | |
2025 | 24.3 | |
2026 | 22.4 | |
2027 | 20.6 | |
Thereafter | 113.4 | |
Total lease payments, undiscounted | 242.1 | |
Less: discount | 68.3 | |
Total operating lease liability as of December 31, 2022, at present value | 173.8 | |
Less: operating lease liability as of December 31, 2022, current | 22.8 | $ 23.8 |
Operating lease liability as of December 31, 2022, long-term | $ 151 | $ 166.1 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 271 | $ 283.1 | |
Accumulated depreciation and amortization | (183.5) | (182.5) | |
Property and equipment, net | 87.5 | 100.6 | |
Depreciation expense on property and equipment | 19.3 | 22.5 | $ 26.7 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 98.5 | 101.8 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 123.6 | 125.6 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 22.8 | 25.2 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 22.8 | 26.5 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3.3 | $ 4 |
Other Intangible Assets - Summa
Other Intangible Assets - Summary (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 44.7 | $ 44.7 |
Accumulated amortization | (21.2) | (17.8) |
Intangible assets, net | 23.5 | 26.9 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 13.8 | 13.8 |
Franchise rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 1.6 | 1.6 |
Customer relationships and contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 5.2 | 5.2 |
Trademarks and tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 24.1 | $ 24.1 |
Other Intangible Assets - Narra
Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense for amortizable intangible assets | $ 3.5 | $ 4.1 | $ 4 |
Estimated amortization expense, 2023 | 2.8 | ||
Estimated amortization expense, 2024 | 2.3 | ||
Estimated amortization expense, 2025 | 2.2 | ||
Estimated amortization expense, 2026 | 2.1 | ||
Estimated amortization expense, 2027 | $ 2.1 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable and other accrued liabilities, current | ||
Accrued payroll and employee benefits | $ 13.3 | $ 24.4 |
Trade accounts payable | 25.8 | 22.7 |
Accrued casualty self-insurance expenses | 7.4 | 8.7 |
Tax liabilities, excluding income taxes payable | 9.8 | 7.9 |
Other accrued liabilities | 22.7 | 41.9 |
Accounts payable and other accrued liabilities, current | 79 | 105.6 |
Accounts payable and other accrued liabilities, long term | ||
Restaurant Group financing obligations | 28.8 | 29.5 |
Other accrued liabilities | 13 | 15.5 |
Accounts payable and other accrued liabilities, long term | $ 41.8 | $ 45 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Notes payable, total | $ 97.4 | $ 16.4 |
Less: Notes payable, current | 2.3 | 2.3 |
Notes payable, long-term | 95.1 | 14.1 |
2020 Margin Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
FNF Revolver | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 84.7 | 0 |
Other | Other notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 12.7 | $ 16.4 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | Nov. 17, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2020 |
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding | $ 97,400,000 | $ 16,400,000 | ||
2020 Margin Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding | 0 | 0 | ||
2020 Margin Facility | Revolver Note | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate borrowing capacity | $ 250,000,000 | |||
Option to increase limit | 500,000,000 | $ 500,000,000 | ||
Line of credit outstanding balance | 0 | |||
Amount available to borrow | $ 250,000,000 | |||
2020 Margin Facility | Revolver Note | Ceridian | Senior Lien | ||||
Line of Credit Facility [Line Items] | ||||
Shares held as security for credit facility (in shares) | 6,000,000 | |||
2020 Margin Facility | Revolver Note | Dun & Bradstreet | Senior Lien | ||||
Line of Credit Facility [Line Items] | ||||
Shares held as security for credit facility (in shares) | 35,000,000 | |||
Corporate Revolver Note | Revolver Note | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate borrowing capacity | $ 100,000,000 | |||
Term of automatic extension | 5 years | |||
Borrowings outstanding | $ 84,700,000 | $ 0 | ||
Variable rate interest | 8.94% | |||
Corporate Revolver Note | Revolver Note | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 4.50% |
Notes Payable - Gross Principal
Notes Payable - Gross Principal Maturities Based Upon Contractual Maturities of Notes Payable (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 2.5 |
2024 | 0.9 |
2025 | 85.6 |
2026 | 8.8 |
2027 | 0.3 |
Thereafter | 0.3 |
Total Long Term Debt | $ 98.4 |
Income Taxes - Income tax compo
Income Taxes - Income tax components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 65.7 | $ 101.5 | $ 116.1 |
Deferred | (155.6) | (175.5) | 365.1 |
Income tax (benefit) expense | $ (89.9) | $ (74) | $ 481.2 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | (2.70%) | (0.30%) | (0.10%) |
Tax credits | 1.20% | 1% | (0.10%) |
Valuation allowance | (0.20%) | 0.10% | 0.10% |
Non-deductible expenses and other, net | (0.20%) | 0% | 0% |
Non-deductible executive compensation | (0.80%) | (1.30%) | 0.50% |
Dividends received deduction | (0.20%) | 0% | 0% |
Noncontrolling interests | (0.10%) | 0% | 0.30% |
Basis difference in investments | 0.10% | 0.70% | 0% |
Equity method investment stock-based compensation | (2.90%) | (0.50%) | 0% |
Other | 0.10% | (0.10%) | (0.20%) |
Effective tax rate excluding equity investments | 15.30% | 20.60% | 21.50% |
Equity investments | 11.50% | (3.50%) | 0.60% |
Effective tax rate | 26.80% | 17.10% | 22.10% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Partnerships | $ 20.7 | $ 0 |
Net operating loss carryforwards | 4.4 | 3.3 |
Other | 1.2 | 0.5 |
Total gross deferred tax asset | 26.3 | 3.8 |
Less: valuation allowance | (3.6) | (3) |
Total deferred tax asset | 22.7 | 0.8 |
Deferred tax liabilities: | ||
Partnerships | 0 | (144.6) |
Total deferred tax liability | 0 | (144.6) |
Net deferred tax asset (liability) | $ 22.7 | |
Net deferred tax asset (liability) | $ (143.8) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 92,300,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 67,000,000 | ||
Valuation allowance for state NOLs | $ 3,600,000 | $ 3,000,000 | |
CNNE | |||
Operating Loss Carryforwards [Line Items] | |||
Ownership (as a percent) | 100% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Oct. 25, 2022 USD ($) | Dec. 31, 2022 restaurant | Feb. 18, 2021 director |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of restaurants | restaurant | 1 | ||
Number of directors | director | 2 | ||
Litigation settlement, amount awarded from other party | $ | $ 6 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 82.9 |
2024 | 6.3 |
2025 | 5.7 |
2026 | 4.7 |
2027 | 0 |
Thereafter | 0 |
Total purchase commitments | $ 99.6 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2022 distributor | |
Risks and Uncertainties [Abstract] | |
Number of distributors | 2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Other operating expense, management fees and interest payable | $ 153 | $ 151.6 | $ 116.6 |
Interest, investment and other income | 2.5 | 21.1 | 17.2 |
Manager | Management Fee Expense Payable | |||
Related Party Transaction [Line Items] | |||
Other operating expense, management fees and interest payable | 40.1 | 33.6 | 20.8 |
Manager | Carried Interest Expense Related to Sales of and Distributions from Investments | |||
Related Party Transaction [Line Items] | |||
Other operating expense, management fees and interest payable | 11.3 | ||
Expenses from related party transactions | $ 49.3 | $ 44.5 | |
Manager | Management Services Agreement, Fees Earned | |||
Related Party Transaction [Line Items] | |||
Interest, investment and other income | $ 9.1 |
Supplementary Cash Flow Infor_3
Supplementary Cash Flow Information - Schedule (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid during the year: | |||
Interest | $ 9.6 | $ 7 | $ 5.5 |
Income taxes | 100 | 128.9 | 107.6 |
Operating leases | 36 | 37.8 | 41.3 |
Non-cash investing and financing activities: | |||
D&B shares received as partial consideration for the Optimal Blue Disposition | 435 | 0 | 0 |
Preferred shares received as consideration for note receivable from QOMPLX | 0 | 19.3 | 0 |
Exchange of directly held Alight warrants for Alight common stock | 0 | 12.8 | 0 |
Non-cash distribution of CoreLogic stock to joint venture with Senator Investment Group | 0 | 0 | 112.5 |
Non-cash contribution of CoreLogic stock from joint venture with Senator Investment Group | 0 | 0 | 176.3 |
Lease assets recognized in exchange for lease liabilities | 7.5 | 9.3 | 65 |
Assets acquired in non-cash acquisition of Legendary Baking and VIBSQ | 0 | 0 | 96.5 |
Liabilities assumed in non-cash acquisition of Legendary Baking and VIBSQ | $ 0 | $ 0 | $ 44.4 |