Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-38300 | |
Entity Registrant Name | CANNAE HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 82-1273460 | |
Entity Address, Address Line One | 1701 Village Center Circle, | |
Entity Address, City or Town | Las Vegas, | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89134 | |
City Area Code | 702 | |
Local Phone Number | 323-7330 | |
Title of 12(b) Security | Cannae Common Stock, $0.0001 par value | |
Trading Symbol | CNNE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 62,734,645 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001704720 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 45.7 | $ 106.2 |
Short-term investments | 8.9 | 15.6 |
Other current assets | 20.8 | 29.5 |
Income taxes receivable | 25.3 | 26 |
Total current assets | 100.7 | 177.3 |
Investments in unconsolidated affiliates | 1,519.6 | 1,718.8 |
Equity securities, at fair value | 125.8 | 290.9 |
Lease assets | 139.8 | 143.5 |
Property and equipment, net | 64.3 | 58.7 |
Goodwill | 53.4 | 53.4 |
Deferred tax asset | 63.2 | 82 |
Other intangible assets, net | 15.9 | 16.8 |
Other long-term investments and non-current assets | 141.3 | 145.3 |
Total assets | 2,224 | 2,686.7 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 70.4 | 74.2 |
Lease liabilities, current | 14.1 | 13.9 |
Deferred revenue | 14.3 | 16.9 |
Notes payable, current | 0.5 | 2.5 |
Total current liabilities | 99.3 | 107.5 |
Lease liabilities, long-term | 137.1 | 142.2 |
Notes payable, long-term | 77.7 | 102.5 |
Accounts payable and other accrued liabilities, long-term | 26.4 | 25.3 |
Total liabilities | 340.5 | 377.5 |
Commitments and contingencies - see Note H | ||
Equity: | ||
Cannae common stock, 0.0001 par value; authorized 115,000,000 shares as of June 30, 2024 and December 31, 2023; issued of 94,246,958 and 92,844,329 shares as of June 30, 2024 and December 31, 2023, respectively, and outstanding of 62,470,771 and 70,367,088 shares as of June 30, 2024 and December 31, 2023, respectively | 0 | 0 |
Preferred stock, 0.0001 par value; authorized 10,000,000 shares; issued and outstanding, none as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Retained earnings | 642 | 901.3 |
Additional paid-in capital | 1,997.9 | 1,977 |
Less: Treasury stock, 31,776,187 and 22,477,241 shares as of June 30, 2024 and December 31, 2023, respectively, at cost | (721.6) | (533.9) |
Accumulated other comprehensive loss | (17.6) | (19.9) |
Total Cannae shareholders' equity | 1,900.7 | 2,324.5 |
Noncontrolling interests | (17.2) | (15.3) |
Total equity | 1,883.5 | 2,309.2 |
Total liabilities and equity | $ 2,224 | $ 2,686.7 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 115,000,000 | 115,000,000 |
Common stock issued (in shares) | 94,246,958 | 92,844,329 |
Common stock outstanding (in shares) | 62,470,771 | 70,367,088 |
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Treasury shares (in shares) | 31,776,187 | 22,477,241 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total operating revenues | $ 118 | $ 152.8 | $ 228.7 | $ 307.1 |
Operating expenses: | ||||
Cost of restaurant revenue | 92.1 | 128.3 | 186.3 | 259.9 |
Personnel costs | 19.2 | 11.3 | 42.4 | 26.9 |
Depreciation and amortization | 3.4 | 4.6 | 6.7 | 9.7 |
Other operating expenses | 26.3 | 28.2 | 56.9 | 52.9 |
Total operating expenses | 141 | 172.4 | 292.3 | 349.4 |
Operating loss | (23) | (19.6) | (63.6) | (42.3) |
Other income (expense): | ||||
Interest, investment and other income | 0.7 | 2.7 | 2.8 | 5.5 |
Interest expense | (2) | (4) | (4.6) | (8.4) |
Recognized (losses) gains, net | (145.1) | (42.2) | (153.7) | 9.9 |
Total other (expense) income | (146.4) | (43.5) | (155.5) | 7 |
Loss before income taxes and equity in losses of unconsolidated affiliates | (169.4) | (63.1) | (219.1) | (35.3) |
Income tax (benefit) expense | (33.7) | (21.8) | 19.7 | (19.2) |
Loss before equity in losses of unconsolidated affiliates | (135.7) | (41.3) | (238.8) | (16.1) |
Equity in losses of unconsolidated affiliates | (19.3) | (49.1) | (8) | (81.2) |
Net loss | (155) | (90.4) | (246.8) | (97.3) |
Less: Net loss attributable to noncontrolling interests | 0 | (3.2) | (1.9) | (6) |
Net loss attributable to Cannae Holdings, Inc. common shareholders | $ (155) | $ (87.2) | $ (244.9) | $ (91.3) |
Basic | ||||
Net loss per share (in usd per share) | $ (2.49) | $ (1.16) | $ (3.68) | $ (1.21) |
Diluted | ||||
Net loss per share (in usd per share) | $ (2.49) | $ (1.16) | $ (3.68) | $ (1.21) |
Weighted Average Shares Outstanding | ||||
Weighted average shares outstanding Cannae Holdings common stock, basic basis (in shares) | 62.2 | 75.4 | 66.5 | 75.7 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis (in shares) | 62.2 | 75.4 | 66.5 | 75.7 |
Restaurant revenue | ||||
Revenues: | ||||
Total operating revenues | $ 107.6 | $ 145.2 | $ 214.1 | $ 293.7 |
Other operating revenue | ||||
Revenues: | ||||
Total operating revenues | $ 10.4 | $ 7.6 | $ 14.6 | $ 13.4 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) EARNINGS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net loss | $ (155) | $ (90.4) | $ (246.8) | $ (97.3) | |
Other comprehensive earnings (loss), net of tax: | |||||
Unrealized (loss) earnings of investments in unconsolidated affiliates | [1] | (1.1) | 3 | (1.8) | 4.2 |
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | [2] | 0 | 0 | 4.1 | 0 |
Other comprehensive (loss) earnings | (1.1) | 3 | 2.3 | 4.2 | |
Comprehensive loss | (156.1) | (87.4) | (244.5) | (93.1) | |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | (3.2) | (1.9) | (6) | |
Comprehensive loss attributable to Cannae Holdings, Inc. common shareholders | $ (156.1) | $ (84.2) | $ (242.6) | $ (87.1) | |
[1] Net of income tax (benefit) expense of $(0.3) million and $0.8 million for the three months ended June 30, 2024 and 2023, respectively, and $(0.5) million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively. Net of income tax expense of $1.1 million for the six months ended June 30, 2024. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) EARNINGS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized loss of investments in unconsolidated affiliates, tax (benefit) expense | $ (0.3) | $ 0.8 | $ (0.5) | $ 1.1 |
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings, tax expense | $ 1.1 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED 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, Common Stock (in shares) at Dec. 31, 2022 | 92,500,000 | ||||||||||
Beginning balance, Treasury Stock (in shares) at Dec. 31, 2022 | 16,300,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 2,714.9 | $ 0 | $ 1,936.2 | $ 1,214.7 | $ (18.1) | $ (414) | $ (3.9) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized (losses) earnings of investments in unconsolidated affiliates, net of tax | 4.2 | [1] | 4.2 | ||||||||
Treasury stock repurchases (in shares) | 3,100,000 | ||||||||||
Treasury stock repurchases | (60.4) | $ (60.4) | |||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings (loss) | [2] | 0 | |||||||||
Issuance of restricted stock (in shares) | 300,000 | ||||||||||
Payment for shares withheld for taxes and in treasury | (0.1) | $ (0.1) | |||||||||
Stock-based compensation | 1.5 | $ 19.3 | 1.5 | $ 19.3 | |||||||
Subsidiary dividends paid to noncontrolling interests | (0.1) | (0.1) | |||||||||
Net loss | (97.3) | (91.3) | (6) | ||||||||
Ending balance, Common Stock (in shares) at Jun. 30, 2023 | 92,800,000 | ||||||||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2023 | 19,400,000 | ||||||||||
Ending balance at Jun. 30, 2023 | 2,582 | $ 0 | 1,957 | 1,123.4 | (13.9) | $ (474.5) | (10) | ||||
Beginning balance, Common Stock (in shares) at Mar. 31, 2023 | 92,800,000 | ||||||||||
Beginning balance, Treasury Stock (in shares) at Mar. 31, 2023 | 16,300,000 | ||||||||||
Beginning balance at Mar. 31, 2023 | 2,718.6 | $ 0 | 1,945.8 | 1,210.6 | (16.9) | $ (414.1) | (6.8) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized (losses) earnings of investments in unconsolidated affiliates, net of tax | 3 | [1] | 3 | ||||||||
Treasury stock repurchases (in shares) | 3,100,000 | ||||||||||
Treasury stock repurchases | (60.4) | $ (60.4) | |||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings (loss) | [2] | 0 | |||||||||
Stock-based compensation | 0.9 | 10.3 | 0.9 | 10.3 | |||||||
Net loss | (90.4) | (87.2) | (3.2) | ||||||||
Ending balance, Common Stock (in shares) at Jun. 30, 2023 | 92,800,000 | ||||||||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2023 | 19,400,000 | ||||||||||
Ending balance at Jun. 30, 2023 | $ 2,582 | $ 0 | 1,957 | 1,123.4 | (13.9) | $ (474.5) | (10) | ||||
Beginning balance, Common Stock (in shares) at Dec. 31, 2023 | 70,367,088 | 92,800,000 | |||||||||
Beginning balance, Treasury Stock (in shares) at Dec. 31, 2023 | 22,477,241 | 22,500,000 | |||||||||
Beginning balance at Dec. 31, 2023 | $ 2,309.2 | $ 0 | 1,977 | 901.3 | (19.9) | $ (533.9) | (15.3) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized (losses) earnings of investments in unconsolidated affiliates, net of tax | (1.8) | [1] | (1.8) | ||||||||
Treasury stock repurchases (in shares) | 10,000,000 | ||||||||||
Treasury stock repurchases | (231.1) | $ (231.1) | |||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings (loss) | 4.1 | [2] | 4.1 | ||||||||
Issuance of restricted stock and shares held in trust (in shares) | 1,400,000 | 1,200,000 | |||||||||
Payment for shares withheld for taxes and in treasury | (0.6) | $ (0.6) | |||||||||
Stock-based compensation | 11.3 | 9.6 | 11.3 | 9.6 | |||||||
Treasury shares issued for investment in JANA (in shares) | (1,900,000) | ||||||||||
Treasury shares issued for investment in JANA | 37.2 | (6.8) | $ 44 | ||||||||
Dividends declared | (7.6) | (7.6) | |||||||||
Net loss | $ (246.8) | (244.9) | (1.9) | ||||||||
Ending balance, Common Stock (in shares) at Jun. 30, 2024 | 62,470,771 | 94,200,000 | |||||||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2024 | 31,776,187 | 31,800,000 | |||||||||
Ending balance at Jun. 30, 2024 | $ 1,883.5 | $ 0 | 1,997.9 | 642 | (17.6) | $ (721.6) | (17.2) | ||||
Beginning balance, Common Stock (in shares) at Mar. 31, 2024 | 94,200,000 | ||||||||||
Beginning balance, Treasury Stock (in shares) at Mar. 31, 2024 | 21,800,000 | ||||||||||
Beginning balance at Mar. 31, 2024 | 2,265.1 | $ 0 | 1,984.7 | 804.6 | (16.5) | $ (490.5) | (17.2) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive earnings — unrealized (losses) earnings of investments in unconsolidated affiliates, net of tax | (1.1) | [1] | (1.1) | ||||||||
Treasury stock repurchases (in shares) | 10,000,000 | ||||||||||
Treasury stock repurchases | (231.1) | $ (231.1) | |||||||||
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings (loss) | [2] | 0 | |||||||||
Stock-based compensation | 7.9 | $ 5.3 | 7.9 | $ 5.3 | |||||||
Dividends declared | (7.6) | (7.6) | |||||||||
Net loss | $ (155) | (155) | 0 | ||||||||
Ending balance, Common Stock (in shares) at Jun. 30, 2024 | 62,470,771 | 94,200,000 | |||||||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2024 | 31,776,187 | 31,800,000 | |||||||||
Ending balance at Jun. 30, 2024 | $ 1,883.5 | $ 0 | $ 1,997.9 | $ 642 | $ (17.6) | $ (721.6) | $ (17.2) | ||||
[1] Net of income tax (benefit) expense of $(0.3) million and $0.8 million for the three months ended June 30, 2024 and 2023, respectively, and $(0.5) million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively. Net of income tax expense of $1.1 million for the six months ended June 30, 2024. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (246.8) | $ (97.3) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6.7 | 9.7 |
Equity in losses of unconsolidated affiliates | 8 | 81.2 |
Distributions from investments in unconsolidated affiliates | 1.1 | 0.2 |
Recognized (gains) losses and asset impairments, net | 154.4 | (5.8) |
Lease asset amortization | 6.7 | 9.7 |
Stock-based compensation expense | 11.3 | 1.5 |
Changes in assets and liabilities: | ||
Other assets | 5.9 | 4.3 |
Lease liabilities | (7.5) | (12.4) |
Accounts payable, accrued liabilities, deferred revenue and other liabilities | (5) | (2.9) |
Income taxes | 19 | (22.8) |
Net cash used in operating activities | (46.2) | (34.6) |
Cash flows from investing activities: | ||
Additions to property and equipment and other intangible assets | (2.9) | (4.7) |
Proceeds from sales of property and equipment | 3.4 | 0 |
Proceeds from sale of investments in unconsolidated affiliates and other long term investments | 100.9 | 0 |
Additional investments in unconsolidated affiliates | (33.9) | (96.1) |
Purchases of other long term investments | (38.1) | (17.4) |
Distributions from investments in unconsolidated affiliates | 8.4 | 7.9 |
Purchases of short-term investment securities | (64.6) | (130.1) |
Proceeds from sale and maturity of short-term investment securities | 71.3 | 111.4 |
Net cash provided by (used in) investing activities | 252.5 | (51) |
Cash flows from financing activities: | ||
Borrowings | 0.4 | 7.8 |
Debt service payments | (27.7) | (2) |
Payment for vested shares withheld for taxes and in treasury | (0.6) | (0.1) |
Dividends paid | (7.5) | 0 |
Treasury stock repurchases | (231.4) | (55.1) |
Net cash used in financing activities | (266.8) | (49.4) |
Net decrease in cash and cash equivalents | (60.5) | (135) |
Cash and cash equivalents at beginning of period | 106.2 | 247.7 |
Cash and cash equivalents at end of period | 45.7 | 112.7 |
Dayforce | ||
Cash flows from investing activities: | ||
Proceeds from sales of Dayforce shares | $ 208 | $ 78 |
Basis of Financial Statements
Basis of Financial Statements | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | Basis of Financial Statements The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, "we," "us," "our,” "Cannae," "CNNE," or the "Company"), which have been followed in preparing the accompanying Condensed Consolidated Financial Statements. Description of the Business We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long term. From time to time, we also seek to take meaningful equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business and we have no preset time constraints dictating when we sell or dispose of our businesses. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. Our primary assets as of June 30, 2024 include our ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"); Dayforce, Inc., ("Dayforce", formerly known as Ceridian HCM Holding, Inc.); Alight, Inc. ("Alight"); Paysafe Limited ("Paysafe"); Sightline Payments Holdings, LLC ("Sightline"); System1, Inc. ("System1"); Black Knight Football Club US, LP ("Black Knight Football" or "BKFC", formerly known as Black Knight Football and Entertainment, LP); Computer Services, Inc. ("CSI"); JANA Partners Capital, LLC and JANA Partners Management, LP (together, "JANA"); High Sierra Distillery, LP ("Minden Mill"); AmeriLife Group, LLC ("AmeriLife"); O'Charley's Holdings, LLC ("O'Charley's"); 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled subsidiary 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 Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2023. 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 recorded on the Condensed 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 Condensed Consolidated Balance Sheets represents the portion of equity owned by noncontrolling shareholders in our consolidated subsidiaries. Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements (See Note B - Investments and Note C - Fair Value Measurements ). Actual results could differ from estimates. Recent Developments Dayforce In the six months ended June 30, 2024, we sold 3.0 million shares of common stock of Dayforce for gross proceeds of $208.0 million. We owned 1.0 million shares of Dayforce common stock as of June 30, 2024, which represented approximately 0.6% of its outstanding stock as of June 30, 2024. Refer to Note B - Investments and Note C - Fair Value Measurements for further discussion of our accounting for our ownership interest in Dayforce and other equity securities. Subsequent to June 30, 2024 through the date of this Quarterly Report, we sold 500,000 shares of common stock of Dayforce for proceeds of $26.2 million. Dun & Bradstreet On February 8, 2024 and April 30, 2024, the board of directors of D&B declared quarterly cash dividends of $0.05 per share of D&B common stock. In the six months ended June 30, 2024, we received $7.4 million of cash dividends from D&B which are recorded as a reduction to the basis of our recorded asset for D&B. In March 2024, we completed the sale of 10.0 million shares of common stock of D&B. In connection with the sale, we received proceeds of $100.9 million. As of June 30, 2024, we owned 69.0 million shares of D&B, which represented approximately 15.6% of its outstanding common stock. See Note B - Investments for further discussion of our accounting for our ownership interest in D&B and other equity method investments. Paysafe In January 2024, we purchased 1.6 million shares of Paysafe for $23.4 million. As of June 30, 2024, we hold a 5.5% ownership interest in Paysafe. Other Developments On February 21, 2024, we announced a tender offer to purchase up to $200 million of shares of our common stock at a purchase price of not less than $20.75 per share and not greater than $23.75 per share (the "Tender Offer"). We conducted the Tender Offer through a procedure commonly referred to as a "modified Dutch auction." This procedure allows shareholders to select the price within a price range specified by us at which the shareholders are willing to sell their shares. On April 1, 2024, the Tender Offer expired and the Company accepted for purchase an aggregate of 9,672,540 shares of its common stock that were properly tendered and not properly withdrawn at or below a purchase price of $22.95 per share for an aggregate cost of $222.0 million, excluding fees and expenses. Included in the 9,672,540 shares of Cannae common stock we accepted for purchase in the Tender Offer are 957,943 shares that Cannae elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding common stock. On February 21, 2024, we issued 1.85 million shares of common stock of the Company from the Company’s treasury and paid $18.3 million in cash, in the aggregate, to certain partners of JANA in exchange for a 19.99% equity interest in JANA. The transaction is valued at $55.5 million based on the closing price of the Company's common stock on February 21, 2024. Cannae also committed to invest $50 million into JANA funds (the "JANA Fund Commitment"). JANA is an investment manager founded in 2001. We account for our ownership interest in JANA as an unconsolidated affiliate using the equity method of accounting and record our ratable share of JANA's net income or loss on a three-month lag. On February 26, 2024, the Company, Cannae LLC and Trasimene entered into a Third Amended and Restated Management Services Agreement (the "Third Amended MSA"). The Third Amended MSA amends the management services agreement primarily to (i) provide for a termination of the agreement by the Company effective June 30, 2027, (ii) reduce the management fee to a fixed amount of $7.6 million annually effective beginning July 2, 2024 and (iii) provide for payment of the termination fee under the agreement of $20 million to be paid by the Company to Trasimene in installments of $6.7 million annually over the three-year period ended July 1, 2026. The Third Amended MSA has a termination date of June 30, 2027 unless earlier terminated by the Company or Trasimene. The following dividends were declared by our Board in 2024: Declaration Date Record Date Payment Date Dividends Per Share May 9, 2024 June 14, 2024 June 28, 2024 $0.12 July 30, 2024 September 16, 2024 September 30, 2024 $0.12 Related Party Transactions During the three and six months ended June 30, 2024, we incurred management fee expenses with our Manager of $9.1 million and $18.2 million, respectively, and during the six months ended June 30, 2024 we incurred $6.6 million of termination fees with our Manager. During the three months and six ended June 30, 2023, we incurred management fee expenses with our Manager of $9.6 million and $18.9 million, respectively. These expenses are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations. Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock and restricted stock units that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three and six months ended June 30, 2024, there were 0.1 million, respectively, antidilutive shares of restricted stock outstanding that were excluded from the calculation of diluted earnings per share. For the three and six months ended June 30, 2023, there were no antidilutive shares of restricted stock outstanding that were excluded from the calculation of diluted earnings per share. Income Taxes Our effective tax rate was 19.9% and 34.5% in the three months ended June 30, 2024 and 2023, respectively, and (9.0)% and 54.4% in the six months ended June 30, 2024 and 2023, respectively. The change in the effective tax rate in the three-month period ended June 30, 2024 compared to the corresponding prior year period was primarily attributable to the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit) and the impairment recorded to our investment in Sightline. The change in the effective tax rate in the six-month period ended June 30, 2024 compared to the corresponding prior year period was primarily attributable to recording of a valuation allowance in the current period of $58.8 million on our federal net operating loss carryforwards and certain deferred taxes related to our consolidated partnerships, the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit), and the impairment recorded to our investment in Sightline. We have a Deferred tax asset of $63.2 million and $82.0 million as of June 30, 2024 and December 31, 2023, respectively. The $18.8 million change in deferred taxes in the six months ended June 30, 2024 is primarily attributable to recording of a valuation allowance of $58.8 million primarily related to our federal net operating loss carryforwards and certain deferred taxes related to our consolidated partnerships, partially offset by the tax impact of sales of Dayforce and impairment of Sightline. Stock-Based Compensation On February 28, 2024, we issued 1.2 million restricted stock units ("RSUs") with a grant date fair value of $24.8 million as compensation to certain employees of the Company and issued 1.2 million shares of the Company's common stock to rabbi trusts that grant the holders of the RSUs pass-through voting rights. The RSUs vest in varying increments over a three-year period and, upon vesting, a number of shares of Company common stock equivalent to the number of vested RSUs will be released from the rabbi trusts to the employee. If the RSUs do not vest, the shares held in the rabbi trusts return to the Company. The Company is the primary beneficiary of the rabbi trusts prior to vesting of the RSUs and accordingly the shares of Company common stock held by the rabbi trusts are treated as treasury stock in the Company's condensed consolidated balance sheet and statement of equity for the period ended June 30, 2024. Compensation cost associated with the RSUs is measured based on their grant-date fair value derived from quoted market prices and is recorded over the service period of the awards. Recent Accounting Pronouncements We have reviewed the recently issued accounting pronouncements and we did not identify any that are expected to, if currently adopted, have a material impact on our financial position or results of operations. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of June 30, 2024 and December 31, 2023 consisted of the following: Ownership at June 30, 2024 June 30, 2024 December 31, 2023 (in millions) Dun & Bradstreet 15.6 % $ 700.5 $ 827.7 Alight 9.7 % 492.1 507.2 Sightline 33.0 % 13.7 158.3 Black Knight Football 45.5 % 104.6 112.3 CSI 6.4 % 88.2 47.1 Other various 120.5 66.2 Total $ 1,519.6 $ 1,718.8 The aggregate fair value of our direct ownership in the common stock of unconsolidated affiliates that have quoted market prices as of June 30, 2024 consisted of the following: June 30, 2024 (in millions) Dun & Bradstreet $ 639.4 Alight 387.3 System1 41.1 Equity in (losses) earnings of unconsolidated affiliates for the three and six months ended June 30, 2024 and 2023 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Dun & Bradstreet (1) $ (4.7) $ (5.6) $ (11.0) $ (13.9) Alight 2.2 (7.0) (9.1) (14.1) Sightline (2) (0.2) (5.0) (3.7) (9.1) Black Knight Football (17.9) (15.6) (25.3) (16.9) CSI 0.2 — 41.1 — Other 1.1 (15.9) — (27.2) Total $ (19.3) $ (49.1) $ (8.0) $ (81.2) _____________________________________ (1) Equity in losses for D&B includes $2.1 million of loss for the three months ended June 30, 2024 and 2023, respectively, and $4.3 million of loss in the six months ended June 30, 2024 and 2023, respectively, 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 D&B. (2) Equity in losses for Sightline includes $1.5 million and $1.9 million of loss in the three months ended June 30, 2024 and 2023, respectively, and $2.9 million and $3.9 million of loss in the six months ended June 30, 2024 and 2023, respectively, related to amortization of Cannae's basis difference between the book value of its investment and ratable portion of the underlying equity in net assets of Sightline. Dun & Bradstreet Summarized statement of operations information for D&B for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Statements of Operations is presented below. Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 (In millions) Total revenues $ 576.2 $ 554.7 $ 1,140.7 $ 1,095.1 Operating income 37.1 16.5 53.7 24.4 Loss before income taxes (19.3) (37.0) (86.3) (82.4) Net loss (15.7) (18.8) (37.6) (51.6) Net earnings attributable to noncontrolling interest 0.7 0.6 2.0 1.5 Net loss attributable to Dun & Bradstreet (16.4) (19.4) (39.6) (53.1) Alight Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Statements of Operations is presented below. Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 (In millions) Total revenues $ 538.0 $ 561.0 $ 1,097.0 $ 1,147.0 Gross profit 167.0 187.0 349.0 374.0 Net loss from continuing operations (4.0) (72.0) (125.0) (156.0) Net earnings from discontinued operations 27.0 — 32.0 10.0 Net loss attributable to noncontrolling interests — (5.0) (2.0) (11.0) Net earnings (loss) attributable to Alight 23.0 (67.0) (91.0) (135.0) Sightline As of June 30, 2024, the book value of our investment in Sightline accounted for under the equity method of accounting prior to any impairment was $154.7 million. Based on a valuation using a hybrid discounted cash flow and market comparison approach and adjusted for the risk of a capital shortfall at the business, the aggregate fair market value of our ownership of Sightline equity was approximately $13.7 million as of June 30, 2024. The fair value measurement is considered a level 3 fair value measure. The primary inputs in the valuation were the forecasted results of operations of Sightline, the discount rate used in the discounted cash flow analysis and the adjustment for risk of capital shortfall. The primary significant unobservable input used was the 35% discount rate used in the discounted cash flow analysis and the 50% adjustment for the risk of capital shortfall. Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition, declines in the forecasted results of operations and liquidity of Sightline, and the uncertainty of the ability of Sightline to raise new capital, management determined the decrease in value of our investment in Sightline was other-than-temporary as of June 30, 2024. Accordingly, we recorded an impairment of $141.0 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year ended June 30, 2024. Equity Securities Recognized (losses) gains, net on the Condensed Consolidated Statements of Operations consisted of the following (losses) gains on equity securities for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Net (losses) gains recognized during the period on equity securities $ (10.0) $ (40.3) $ 5.5 $ 18.9 Less: net (losses) gains recognized during the period on equity securities sold, transferred or disposed during the period (2.2) — 4.1 13.8 Unrealized (losses) gains recognized during the reporting period on equity securities held at the reporting date $ (7.8) $ (40.3) $ 1.4 $ 5.1 Equity Security Investments Without Readily Determinable Fair Values We account for our investments in AmeriLife and certain other ownership interests at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly market transactions . As of June 30, 2024 and December 31, 2023, we have $124.5 million and $121.9 million , respectively, recorded for such investments, which is included in Other long term investments and noncurrent assets on our Condensed Consolidated Balance Sheets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy established by the accounting standards on fair value measurements includes three levels, which are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access. Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable. Recurring Fair Value Measurements The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, respectively: June 30, 2024 Level 1 Level 2 Level 3 Total (In millions) Assets: Cash and cash equivalents $ 45.7 $ — $ — $ 45.7 Short-term investments 8.9 — — 8.9 Equity securities: Dayforce 49.6 — — 49.6 Paysafe 59.8 — — 59.8 Other 16.4 — — 16.4 Total equity securities 125.8 — — 125.8 Total assets $ 180.4 $ — $ — $ 180.4 December 31, 2023 Level 1 Level 2 Level 3 Total (In millions) Assets: Cash and cash equivalents $ 106.2 $ — $ — 106.2 Short-term investments 15.6 — — 15.6 Equity securities: Dayforce 268.5 — — 268.5 Paysafe 22.4 — — 22.4 Total equity securities 290.9 — — 290.9 Total assets $ 412.7 $ — $ — $ 412.7 We had no material assets or liabilities valued on a recurring basis using Level 3 inputs as of June 30, 2024 and December 31, 2023. Additional information regarding the fair value of our investment portfolio is included in Note B - Investments . |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2024 | |
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 holds both at inception and when there is a change in circumstances that requires a reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the periods ended June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, of which we are not the primary beneficiary: June 30, 2024 December 31, 2023 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 243.3 $ 243.3 $ 210.9 $ 210.9 Investments in Unconsolidated Affiliates As of June 30, 2024 and December 31, 2023, we held variable interests in certain unconsolidated affiliates, which are primarily comprised of our ownership interests in BKFC, CSI and Minden Mill. 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 BKFC related to investment commitments associated with its acquisitions of interests in football clubs. These BKFC obligations total an estimated amount between $41.6 million and $75.7 million as of June 30, 2024. These obligations are potentially payable at various increments over the next four years and vary based on certain performance criteria. The underlying obligation of BKFC to fund these amounts is contingent on the exercise of certain investment options by BKFC or other parties. Cannae is required to fund such payments solely to the extent BKFC is unable to meet these obligations. We do not provide any other implicit or explicit liquidity guarantees or principal value guarantees to these VIEs. The assets are included in Investments in unconsolidated affiliates on the Condensed Consolidated Balance Sheets and accounted for under the equity method of accounting. See Note B - Investments |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information On March 20, 2024, Alight entered into a definitive agreement to sell its professional services segment and its payroll and human capital management outsourcing businesses (the "Payroll & Professional Services Business"). The transaction closed on July 12, 2024. Beginning with the quarter ended March 31, 2024, Alight began accounting for the assets and liabilities of the disposed businesses as held for sale and its operating results as discontinued operations. Accordingly, Alight's results presented for the periods ended June 30, 2023 have been retrospectively revised to reflect the Payroll & Professional Services Business as held for sale and discontinued operations. Summarized financial information concerning our reportable segments is shown in the following tables. As of and for the three months ended June 30, 2024: Restaurant Group Dun & Bradstreet Alight BKFC Corporate and Other Affiliate Elimination Total (in millions) Restaurant revenues $ 107.6 $ — $ — $ — $ — $ — $ 107.6 Other operating revenues — 576.2 538.0 49.4 10.4 (1,163.6) 10.4 Revenues from external customers 107.6 576.2 538.0 49.4 10.4 (1,163.6) 118.0 Interest, investment and other income (expense), including recognized gains (losses), net 1.0 2.6 83.0 0.5 (145.4) (86.1) (144.4) Total revenues, other income (expense) and realized gains (losses), net 108.6 578.8 621.0 49.9 (135.0) (1,249.7) (26.4) Depreciation and amortization 2.7 141.3 99.0 28.0 0.7 (268.3) 3.4 Interest expense (1.3) (59.0) (33.0) (3.3) (0.7) 95.3 (2.0) Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates 1.8 (19.3) (2.0) (34.0) (171.2) 55.3 (169.4) Income tax (benefit) expense — (2.9) 2.0 — (33.7) 0.9 (33.7) Earnings (loss) before equity in earnings (losses) of unconsolidated affiliates 1.8 (16.4) (4.0) (34.0) (137.5) 54.4 (135.7) Equity in earnings (losses) of unconsolidated affiliates — 0.7 — (3.7) 1.1 (17.4) (19.3) Net earnings (loss) $ 1.8 $ (15.7) $ (4.0) $ (37.7) $ (136.4) $ 37.0 $ (155.0) Assets $ 279.0 $ 8,956.8 $ 10,473.0 $ 496.8 $ 1,945.0 $ (19,926.6) $ 2,224.0 Goodwill 53.4 3,426.6 3,212.0 15.3 — (6,653.9) 53.4 As of and for the three months ended June 30, 2023: Restaurant Group Dun & Bradstreet Alight BKFC Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 145.2 $ — $ — $ — $ — $ — $ 145.2 Other operating revenues — 554.7 561.0 39.1 7.6 (1,154.8) 7.6 Revenues from external customers 145.2 554.7 561.0 39.1 7.6 (1,154.8) 152.8 Interest investment and other income (expense), including recognized gains (losses), net (0.2) 2.6 (11.0) 0.7 (39.3) 7.7 (39.5) Total revenues, other income (expense) and recognized gains (losses), net 145.0 557.3 550.0 39.8 (31.7) (1,147.1) 113.3 Depreciation and amortization 4.3 145.0 92.0 32.2 0.3 (269.2) 4.6 Interest expense (1.3) (56.1) (33.0) (1.9) (2.7) 91.0 (4.0) Loss before income taxes and equity in earnings (losses) of unconsolidated affiliates (6.6) (37.0) (80.0) (32.9) (56.5) 149.9 (63.1) Income tax benefit — (17.5) (8.0) — (21.8) 25.5 (21.8) Loss before equity in earnings (losses) of unconsolidated affiliates (6.6) (19.5) (72.0) (32.9) (34.7) 124.4 (41.3) Equity in earnings (losses) of unconsolidated affiliates — 0.7 — — (20.9) (28.9) (49.1) Net loss $ (6.6) $ (18.8) $ (72.0) $ (32.9) $ (55.6) $ 95.5 $ (90.4) Assets $ 318.4 $ 9,267.2 $ 10,772.0 $ 394.9 $ 2,677.2 $ (20,434.1) $ 2,995.6 Goodwill 53.4 3,422.4 3,681.0 19.9 — (7,123.3) 53.4 As of and for the six months ended June 30, 2024: Restaurant Group Dun & Bradstreet Alight BKFC Corporate and Other Affiliate Elimination Total (in millions) Restaurant revenues $ 214.1 $ — $ — $ — $ — $ — $ 214.1 Other operating revenues — 1,140.7 1,097.0 102.1 14.6 (2,339.8) 14.6 Revenues from external customers 214.1 1,140.7 1,097.0 102.1 14.6 (2,339.8) 228.7 Interest, investment and other income, including recognized gains (losses), net 1.3 4.3 6.0 1.5 (152.2) (11.8) (150.9) Total revenues, other income (expense) and recognized gains (losses), net 215.4 1,145.0 1,103.0 103.6 (137.6) (2,351.6) 77.8 Depreciation and amortization 5.4 285.3 196.0 56.0 1.3 (537.3) 6.7 Interest expense (2.6) (144.3) (64.0) (6.8) (2.0) 215.1 (4.6) Loss before income taxes and equity in earnings (losses) of unconsolidated affiliates (2.3) (86.3) (150.0) (63.1) (216.8) 299.4 (219.1) Income tax (benefit) expense — (47.1) (25.0) — 19.7 72.1 19.7 Loss before equity in earnings (losses) of unconsolidated affiliates (2.3) (39.2) (125.0) (63.1) (236.5) 227.3 (238.8) Equity in earnings (losses) of unconsolidated affiliates — 1.6 — (6.5) 37.4 (40.5) (8.0) Net loss $ (2.3) $ (37.6) $ (125.0) $ (69.6) $ (199.1) $ 186.8 $ (246.8) Assets $ 279.0 $ 8,956.8 $ 10,473.0 $ 496.8 $ 1,945.0 $ (19,926.6) $ 2,224.0 Goodwill 53.4 3,426.6 3,212.0 15.3 — (6,653.9) 53.4 As of and for the six months ended June 30, 2023: Restaurant Group Dun & Bradstreet Alight BKFC Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 293.7 $ — $ — $ — $ — $ — $ 293.7 Other operating revenues — 1,095.1 1,147.0 45.9 13.4 (2,288.0) 13.4 Revenues from external customers 293.7 1,095.1 1,147.0 45.9 13.4 (2,288.0) 307.1 Interest investment and other income, including recognized gains (losses), net (0.1) 4.6 (45.0) 0.7 15.5 39.7 15.4 Total revenues, other income (expense) and recognized gains (losses), net 293.6 1,099.7 1,102.0 46.6 28.9 (2,248.3) 322.5 Depreciation and amortization 8.9 290.4 185.0 38.4 0.8 (513.8) 9.7 Interest expense (2.6) (111.4) (66.0) (1.9) (5.8) 179.3 (8.4) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (11.1) (82.4) (187.0) (43.2) (24.2) 312.6 (35.3) Income tax expense (benefit) 0.5 (29.3) (31.0) — (19.7) 60.3 (19.2) (Loss) earnings before equity in earnings (losses) of unconsolidated affiliates (11.6) (53.1) (156.0) (43.2) (4.5) 252.3 (16.1) Equity in earnings (losses) of unconsolidated affiliates — 1.5 — — (36.3) (46.4) (81.2) Net loss $ (11.6) $ (51.6) $ (156.0) $ (43.2) $ (40.8) $ 205.9 $ (97.3) Assets $ 318.4 $ 9,267.2 10,772.0 $ 394.9 $ 2,677.2 $ (20,434.1) $ 2,995.6 Goodwill 53.4 3,422.4 3,681.0 19.9 — (7,123.3) 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. • Dun & Bradstreet. This segment consists of our 15.6% 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 inform commercial credit decisions, evaluate whether suppliers and other third parties are financially viable, reputable, compliant and resilient, enhance salesforce productivity and gain visibility into key markets . 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 contained comprehensive information on hundreds of millions of organizations. 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. • Alight . This segment consists of our 9.7% ownership interest in Alight. Alight delivers human capital management solutions to many of the world’s largest and most complex companies. This includes the implementation and administration of both employee wellbeing (e.g., health, wealth and leaves benefits) and global payroll solutions. In addition, Alight implements and runs human capital management software platforms on behalf of third-party providers. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals. Participants can access their solutions digitally, including through a mobile application on Alight Worklife®, their intuitive, cloud-based employee engagement platform. Through Alight Worklife, Alight believes it is defining the future of employee wellbeing by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals. Our chief operating decision maker reviews the 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. • Black Knight Football. This segment consists of our 45.5% ownership interest in BKFC. Black Knight Football is a partnership led by Bill Foley that owns and operates A.F.C. Bournemouth ("AFCB"), an English Premier League ("EPL" or the "Premier League") football club founded in 1899, a minority interest in FC Lorient ("FCL"), a French Ligue 1 football club founded in 1926, and a minority ownership interest in the Hibernian Football Club Limited, a Scottish Premiership football club founded in 1875. Black Knight Football aims to grow into a leading, multi-club operator of football assets across the world. We account for our ownership of BKFC using the equity method of accounting; therefore, its results of operations do not consolidate into ours. Accordingly, we have presented the elimination of BKFC's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of BKFC on a three-month lag and we acquired our initial interest in BKFC on December 13, 2022. Accordingly, the segment tables above for the three and six months ended June 30, 2024 include our equity in Black Knight Football’s losses and complete results of Black Knight Football for the three and six months ended March 31, 2024, and the segment tables for the three and six months ended June 30, 2023 includes our equity in Black Knight Football and complete results of Black Knight Football for the three months ended March 31, 2023 and the period from December 13, 2022 (the date we acquired our initial interest in BKFC) through March 31, 2023, respectively. • Corporate and Other. This nonreportable segment consists of our share in the operations of certain controlled portfolio companies and other equity interests, activity of the corporate holding company and certain intercompany eliminations and taxes. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Our revenue consists of: Three Months Ended June 30, 2024 2023 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 107.6 $ 145.2 Total restaurant revenue 107.6 145.2 Other operating revenue: Real estate and resort Corporate and other 10.2 7.5 Other Corporate and other 0.2 0.1 Total other operating revenue 10.4 7.6 Total operating revenues $ 118.0 $ 152.8 Restaurant revenue includes 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. 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 at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. Contract Balances The following table provides information about trade receivables and deferred revenue: June 30, 2024 December 31, 2023 (In millions) Trade receivables, net $ 5.6 $ 7.6 Deferred revenue (contract liabilities) 14.3 16.9 Deferred revenue is recorded primarily for restaurant gift card sales. The unrecognized portion of such revenue is recorded as Deferred revenue in the Condensed Consolidated Balance Sheets. Revenue of $2.4 million and $3.1 million was recognized in the three months ended June 30, 2024 and 2023 , respectively, and $3.9 million and $4.8 million in the six months ended, respectively, that was included in Deferred revenue at the beginning of the period. There was no impairment related to contract balances. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable, net consists of the following: June 30, 2024 December 31, 2023 (In millions) 2020 Margin Facility $ — $ — FNF Note 59.7 84.7 Other 18.5 20.3 Notes payable, total $ 78.2 $ 105.0 Less: Notes payable, current 0.5 2.5 Notes payable, long term $ 77.7 $ 102.5 At June 30, 2024, the carrying value of our outstanding notes payable approximates fair value. 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"), an indirect wholly-owned special purpose subsidiary of the Company, entered into a Margin Loan Agreement (as amended from time to time, the "2020 Margin Facility") with the lenders from time to time party thereto and Royal Bank of Canada. On June 16, 2023, the 2020 Margin Facility was amended to, among other things, lower the immediate capacity from $250 million to $150 million. On August 17, 2023, the 2020 Margin Facility was amended to, among other things, (i) extend the maturity of the agreement to August 17, 2026, (ii) add 40 million shares of common stock of Alight to the pool of collateral, (iii) change the spread from 358 to 375 basis points and (iv) add Cannae Funding A, LLC ("Borrower 3" and together with Borrower 1 and Borrower 2, the "Borrowers"), an indirect wholly-owned special purpose subsidiary of the Company. On March 4, 2024, the 2020 Margin Facility was amended primarily to (i) assign the facility from Royal Bank of Canada to Bank of America, (ii) extend the maturity date to March 4, 2027 and (iii) change the spread from 375 to 310 basis points. Under the 2020 Margin Facility, as amended, the Borrowers may borrow up to $150.0 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 March 4, 2027. 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 Dayforce, D&B and Alight 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 Dayforce, D&B and/or Alight shares and use the proceeds from such sale to prepay a portion of the revolving loans thereunder. As of June 30, 2024, there was no outstanding balance under the 2020 Margin Facility, $150.0 million of unused capacity with an option to increase the capacity to $500.0 million upon amendment, and 35 million shares of D&B and 40 million shares of Alight were pledged as collateral for borrowings. FNF Note On November 17, 2017, Fidelity National Financial, Inc. ("FNF") issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million. 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 Note"). Pursuant to the FNF Note, FNF may make one or more loans to us with up to $100.0 million outstanding at any time. The FNF Note 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 Note. On January 29, 2024, the FNF Note was amended to (i) reduce the borrowing capacity to $60.0 million and (ii) change the interest rate to a fixed rate of 7.0% per annum. The Company also repaid $25.0 million of outstanding principal under the FNF Note. As of June 30, 2024, there was a $59.7 million outstanding principal amount which incurred interest at 7.0% and there is no available borrowing capacity under the FNF Note. Gross principal maturities of notes payable at June 30, 2024 are as follows (in millions): 2024 (remaining) $ 1.0 2025 60.8 2026 11.8 2027 0.5 2028 2.4 Thereafter 1.9 Total $ 78.4 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023, 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. Unconditional Purchase Obligations We have certain unconditional purchase obligations, primarily in our Restaurant Group segment. These purchase obligations are with various vendors and are primarily related to food and beverage obligations with fixed commitments in regards to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. We used both historical and projected volume and pricing as of June 30, 2024 to determine the amount of the obligations. Purchase obligations as of June 30, 2024 are as follows (in millions): 2024 (remaining) $ 29.7 2025 9.8 2026 6.6 2027 2.9 2028 0.9 Thereafter — Total purchase commitments $ 49.9 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities. Six months ended June 30, 2024 2023 (In millions) Cash paid during the period: Interest $ 3.1 $ 7.0 Income taxes 0.7 3.3 Non-cash investing and financing activities: Investment in JANA paid through reissuance of common stock from treasury 44.0 — Difference between the historical cost of treasury stock and fair value upon reissuance for investment in JANA (6.8) — |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net earnings (loss) attributable to Cannae Holdings | $ (155) | $ (87.2) | $ (244.9) | $ (91.3) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2023. 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 recorded on the Condensed 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 Condensed Consolidated Balance Sheets represents the portion of equity owned by noncontrolling shareholders in our consolidated subsidiaries. |
Management Estimates | Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements (See Note B - Investments and Note C - Fair Value Measurements ). Actual results could differ from estimates. |
Related Party Transactions | Related Party Transactions |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock and restricted stock units that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. |
Stock-Based Compensation | Stock-Based Compensation On February 28, 2024, we issued 1.2 million restricted stock units ("RSUs") with a grant date fair value of $24.8 million as compensation to certain employees of the Company and issued 1.2 million shares of the Company's common stock to rabbi trusts that grant the holders of the RSUs pass-through voting rights. The RSUs vest in varying increments over a three-year period and, upon vesting, a number of shares of Company common stock equivalent to the number of vested RSUs will be released from the rabbi trusts to the employee. If the RSUs do not vest, the shares held in the rabbi trusts return to the Company. The Company is the primary beneficiary of the rabbi trusts prior to vesting of the RSUs and accordingly the shares of Company common stock held by the rabbi trusts are treated as treasury stock in the Company's condensed consolidated balance sheet and statement of equity for the period ended June 30, 2024. Compensation cost associated with the RSUs is measured based on their grant-date fair value derived from quoted market prices and is recorded over the service period of the awards. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have reviewed the recently issued accounting pronouncements and we did not identify any that are expected to, if currently adopted, have a material impact on our financial position or results of operations. |
Revenue Recognition | Restaurant revenue includes 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. 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 at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. |
Basis of Financial Statements_2
Basis of Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Dividends Declared | The following dividends were declared by our Board in 2024: Declaration Date Record Date Payment Date Dividends Per Share May 9, 2024 June 14, 2024 June 28, 2024 $0.12 July 30, 2024 September 16, 2024 September 30, 2024 $0.12 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments, Aggregate Fair Value of Ownership and Equity in Earnings of Unconsolidated Affiliates | Investments in unconsolidated affiliates recorded using the equity method of accounting as of June 30, 2024 and December 31, 2023 consisted of the following: Ownership at June 30, 2024 June 30, 2024 December 31, 2023 (in millions) Dun & Bradstreet 15.6 % $ 700.5 $ 827.7 Alight 9.7 % 492.1 507.2 Sightline 33.0 % 13.7 158.3 Black Knight Football 45.5 % 104.6 112.3 CSI 6.4 % 88.2 47.1 Other various 120.5 66.2 Total $ 1,519.6 $ 1,718.8 The aggregate fair value of our direct ownership in the common stock of unconsolidated affiliates that have quoted market prices as of June 30, 2024 consisted of the following: June 30, 2024 (in millions) Dun & Bradstreet $ 639.4 Alight 387.3 System1 41.1 Equity in (losses) earnings of unconsolidated affiliates for the three and six months ended June 30, 2024 and 2023 consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Dun & Bradstreet (1) $ (4.7) $ (5.6) $ (11.0) $ (13.9) Alight 2.2 (7.0) (9.1) (14.1) Sightline (2) (0.2) (5.0) (3.7) (9.1) Black Knight Football (17.9) (15.6) (25.3) (16.9) CSI 0.2 — 41.1 — Other 1.1 (15.9) — (27.2) Total $ (19.3) $ (49.1) $ (8.0) $ (81.2) _____________________________________ (1) Equity in losses for D&B includes $2.1 million of loss for the three months ended June 30, 2024 and 2023, respectively, and $4.3 million of loss in the six months ended June 30, 2024 and 2023, respectively, 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 D&B. (2) Equity in losses for Sightline includes $1.5 million and $1.9 million of loss in the three months ended June 30, 2024 and 2023, respectively, and $2.9 million and $3.9 million of loss in the six months ended June 30, 2024 and 2023, respectively, related to amortization of Cannae's basis difference between the book value of its investment and ratable portion of the underlying equity in net assets of Sightline. Summarized statement of operations information for D&B for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Statements of Operations is presented below. Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 (In millions) Total revenues $ 576.2 $ 554.7 $ 1,140.7 $ 1,095.1 Operating income 37.1 16.5 53.7 24.4 Loss before income taxes (19.3) (37.0) (86.3) (82.4) Net loss (15.7) (18.8) (37.6) (51.6) Net earnings attributable to noncontrolling interest 0.7 0.6 2.0 1.5 Net loss attributable to Dun & Bradstreet (16.4) (19.4) (39.6) (53.1) Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Statements of Operations is presented below. Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 (In millions) Total revenues $ 538.0 $ 561.0 $ 1,097.0 $ 1,147.0 Gross profit 167.0 187.0 349.0 374.0 Net loss from continuing operations (4.0) (72.0) (125.0) (156.0) Net earnings from discontinued operations 27.0 — 32.0 10.0 Net loss attributable to noncontrolling interests — (5.0) (2.0) (11.0) Net earnings (loss) attributable to Alight 23.0 (67.0) (91.0) (135.0) |
Schedule of Gains on Equity Securities Included in Recognized Gains and Losses | Recognized (losses) gains, net on the Condensed Consolidated Statements of Operations consisted of the following (losses) gains on equity securities for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Net (losses) gains recognized during the period on equity securities $ (10.0) $ (40.3) $ 5.5 $ 18.9 Less: net (losses) gains recognized during the period on equity securities sold, transferred or disposed during the period (2.2) — 4.1 13.8 Unrealized (losses) gains recognized during the reporting period on equity securities held at the reporting date $ (7.8) $ (40.3) $ 1.4 $ 5.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, respectively: June 30, 2024 Level 1 Level 2 Level 3 Total (In millions) Assets: Cash and cash equivalents $ 45.7 $ — $ — $ 45.7 Short-term investments 8.9 — — 8.9 Equity securities: Dayforce 49.6 — — 49.6 Paysafe 59.8 — — 59.8 Other 16.4 — — 16.4 Total equity securities 125.8 — — 125.8 Total assets $ 180.4 $ — $ — $ 180.4 December 31, 2023 Level 1 Level 2 Level 3 Total (In millions) Assets: Cash and cash equivalents $ 106.2 $ — $ — 106.2 Short-term investments 15.6 — — 15.6 Equity securities: Dayforce 268.5 — — 268.5 Paysafe 22.4 — — 22.4 Total equity securities 290.9 — — 290.9 Total assets $ 412.7 $ — $ — $ 412.7 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023, of which we are not the primary beneficiary: June 30, 2024 December 31, 2023 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 243.3 $ 243.3 $ 210.9 $ 210.9 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | As of and for the three months ended June 30, 2024: Restaurant Group Dun & Bradstreet Alight BKFC Corporate and Other Affiliate Elimination Total (in millions) Restaurant revenues $ 107.6 $ — $ — $ — $ — $ — $ 107.6 Other operating revenues — 576.2 538.0 49.4 10.4 (1,163.6) 10.4 Revenues from external customers 107.6 576.2 538.0 49.4 10.4 (1,163.6) 118.0 Interest, investment and other income (expense), including recognized gains (losses), net 1.0 2.6 83.0 0.5 (145.4) (86.1) (144.4) Total revenues, other income (expense) and realized gains (losses), net 108.6 578.8 621.0 49.9 (135.0) (1,249.7) (26.4) Depreciation and amortization 2.7 141.3 99.0 28.0 0.7 (268.3) 3.4 Interest expense (1.3) (59.0) (33.0) (3.3) (0.7) 95.3 (2.0) Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates 1.8 (19.3) (2.0) (34.0) (171.2) 55.3 (169.4) Income tax (benefit) expense — (2.9) 2.0 — (33.7) 0.9 (33.7) Earnings (loss) before equity in earnings (losses) of unconsolidated affiliates 1.8 (16.4) (4.0) (34.0) (137.5) 54.4 (135.7) Equity in earnings (losses) of unconsolidated affiliates — 0.7 — (3.7) 1.1 (17.4) (19.3) Net earnings (loss) $ 1.8 $ (15.7) $ (4.0) $ (37.7) $ (136.4) $ 37.0 $ (155.0) Assets $ 279.0 $ 8,956.8 $ 10,473.0 $ 496.8 $ 1,945.0 $ (19,926.6) $ 2,224.0 Goodwill 53.4 3,426.6 3,212.0 15.3 — (6,653.9) 53.4 As of and for the three months ended June 30, 2023: Restaurant Group Dun & Bradstreet Alight BKFC Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 145.2 $ — $ — $ — $ — $ — $ 145.2 Other operating revenues — 554.7 561.0 39.1 7.6 (1,154.8) 7.6 Revenues from external customers 145.2 554.7 561.0 39.1 7.6 (1,154.8) 152.8 Interest investment and other income (expense), including recognized gains (losses), net (0.2) 2.6 (11.0) 0.7 (39.3) 7.7 (39.5) Total revenues, other income (expense) and recognized gains (losses), net 145.0 557.3 550.0 39.8 (31.7) (1,147.1) 113.3 Depreciation and amortization 4.3 145.0 92.0 32.2 0.3 (269.2) 4.6 Interest expense (1.3) (56.1) (33.0) (1.9) (2.7) 91.0 (4.0) Loss before income taxes and equity in earnings (losses) of unconsolidated affiliates (6.6) (37.0) (80.0) (32.9) (56.5) 149.9 (63.1) Income tax benefit — (17.5) (8.0) — (21.8) 25.5 (21.8) Loss before equity in earnings (losses) of unconsolidated affiliates (6.6) (19.5) (72.0) (32.9) (34.7) 124.4 (41.3) Equity in earnings (losses) of unconsolidated affiliates — 0.7 — — (20.9) (28.9) (49.1) Net loss $ (6.6) $ (18.8) $ (72.0) $ (32.9) $ (55.6) $ 95.5 $ (90.4) Assets $ 318.4 $ 9,267.2 $ 10,772.0 $ 394.9 $ 2,677.2 $ (20,434.1) $ 2,995.6 Goodwill 53.4 3,422.4 3,681.0 19.9 — (7,123.3) 53.4 As of and for the six months ended June 30, 2024: Restaurant Group Dun & Bradstreet Alight BKFC Corporate and Other Affiliate Elimination Total (in millions) Restaurant revenues $ 214.1 $ — $ — $ — $ — $ — $ 214.1 Other operating revenues — 1,140.7 1,097.0 102.1 14.6 (2,339.8) 14.6 Revenues from external customers 214.1 1,140.7 1,097.0 102.1 14.6 (2,339.8) 228.7 Interest, investment and other income, including recognized gains (losses), net 1.3 4.3 6.0 1.5 (152.2) (11.8) (150.9) Total revenues, other income (expense) and recognized gains (losses), net 215.4 1,145.0 1,103.0 103.6 (137.6) (2,351.6) 77.8 Depreciation and amortization 5.4 285.3 196.0 56.0 1.3 (537.3) 6.7 Interest expense (2.6) (144.3) (64.0) (6.8) (2.0) 215.1 (4.6) Loss before income taxes and equity in earnings (losses) of unconsolidated affiliates (2.3) (86.3) (150.0) (63.1) (216.8) 299.4 (219.1) Income tax (benefit) expense — (47.1) (25.0) — 19.7 72.1 19.7 Loss before equity in earnings (losses) of unconsolidated affiliates (2.3) (39.2) (125.0) (63.1) (236.5) 227.3 (238.8) Equity in earnings (losses) of unconsolidated affiliates — 1.6 — (6.5) 37.4 (40.5) (8.0) Net loss $ (2.3) $ (37.6) $ (125.0) $ (69.6) $ (199.1) $ 186.8 $ (246.8) Assets $ 279.0 $ 8,956.8 $ 10,473.0 $ 496.8 $ 1,945.0 $ (19,926.6) $ 2,224.0 Goodwill 53.4 3,426.6 3,212.0 15.3 — (6,653.9) 53.4 As of and for the six months ended June 30, 2023: Restaurant Group Dun & Bradstreet Alight BKFC Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 293.7 $ — $ — $ — $ — $ — $ 293.7 Other operating revenues — 1,095.1 1,147.0 45.9 13.4 (2,288.0) 13.4 Revenues from external customers 293.7 1,095.1 1,147.0 45.9 13.4 (2,288.0) 307.1 Interest investment and other income, including recognized gains (losses), net (0.1) 4.6 (45.0) 0.7 15.5 39.7 15.4 Total revenues, other income (expense) and recognized gains (losses), net 293.6 1,099.7 1,102.0 46.6 28.9 (2,248.3) 322.5 Depreciation and amortization 8.9 290.4 185.0 38.4 0.8 (513.8) 9.7 Interest expense (2.6) (111.4) (66.0) (1.9) (5.8) 179.3 (8.4) (Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates (11.1) (82.4) (187.0) (43.2) (24.2) 312.6 (35.3) Income tax expense (benefit) 0.5 (29.3) (31.0) — (19.7) 60.3 (19.2) (Loss) earnings before equity in earnings (losses) of unconsolidated affiliates (11.6) (53.1) (156.0) (43.2) (4.5) 252.3 (16.1) Equity in earnings (losses) of unconsolidated affiliates — 1.5 — — (36.3) (46.4) (81.2) Net loss $ (11.6) $ (51.6) $ (156.0) $ (43.2) $ (40.8) $ 205.9 $ (97.3) Assets $ 318.4 $ 9,267.2 10,772.0 $ 394.9 $ 2,677.2 $ (20,434.1) $ 2,995.6 Goodwill 53.4 3,422.4 3,681.0 19.9 — (7,123.3) 53.4 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Our revenue consists of: Three Months Ended June 30, 2024 2023 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 107.6 $ 145.2 Total restaurant revenue 107.6 145.2 Other operating revenue: Real estate and resort Corporate and other 10.2 7.5 Other Corporate and other 0.2 0.1 Total other operating revenue 10.4 7.6 Total operating revenues $ 118.0 $ 152.8 |
Schedule of Contract Balances | The following table provides information about trade receivables and deferred revenue: June 30, 2024 December 31, 2023 (In millions) Trade receivables, net $ 5.6 $ 7.6 Deferred revenue (contract liabilities) 14.3 16.9 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable, net consists of the following: June 30, 2024 December 31, 2023 (In millions) 2020 Margin Facility $ — $ — FNF Note 59.7 84.7 Other 18.5 20.3 Notes payable, total $ 78.2 $ 105.0 Less: Notes payable, current 0.5 2.5 Notes payable, long term $ 77.7 $ 102.5 |
Schedule of Gross Principal Maturities of Notes Payable | Gross principal maturities of notes payable at June 30, 2024 are as follows (in millions): 2024 (remaining) $ 1.0 2025 60.8 2026 11.8 2027 0.5 2028 2.4 Thereafter 1.9 Total $ 78.4 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Obligations | Purchase obligations as of June 30, 2024 are as follows (in millions): 2024 (remaining) $ 29.7 2025 9.8 2026 6.6 2027 2.9 2028 0.9 Thereafter — Total purchase commitments $ 49.9 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow information | The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities. Six months ended June 30, 2024 2023 (In millions) Cash paid during the period: Interest $ 3.1 $ 7.0 Income taxes 0.7 3.3 Non-cash investing and financing activities: Investment in JANA paid through reissuance of common stock from treasury 44.0 — Difference between the historical cost of treasury stock and fair value upon reissuance for investment in JANA (6.8) — |
Basis of Financial Statements -
Basis of Financial Statements - Recent Developments (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | |||||||
Jul. 30, 2024 | May 09, 2024 | Apr. 30, 2024 | Feb. 08, 2024 | Aug. 08, 2024 | Mar. 31, 2024 | Jan. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Line of Credit Facility [Line Items] | |||||||||
Common stock, dividends declared (in usd per share) | $ 0.12 | ||||||||
Dividends from investment in unconsolidated affiliate | $ 8.4 | $ 7.9 | |||||||
Subsequent Event | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Common stock, dividends declared (in usd per share) | $ 0.12 | ||||||||
Dayforce | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Owned investment (in shares) | 1 | ||||||||
Percentage of ownership after sale of stock transaction | 0.60% | ||||||||
Dayforce | Subsequent Event | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Sale of stock (in shares) | 0.5 | ||||||||
Proceeds from sale of stock | $ 26.2 | ||||||||
Dun & Bradstreet | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Sale of stock (in shares) | 10 | ||||||||
Proceeds from sale of stock | $ 100.9 | ||||||||
Owned investment (in shares) | 69 | ||||||||
Common stock, dividends declared (in usd per share) | $ 0.05 | $ 0.05 | |||||||
Dividends from investment in unconsolidated affiliate | $ 7.4 | ||||||||
Ownership percentage | 15.60% | ||||||||
Paysafe | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Purchase of shares (in shares) | 1.6 | ||||||||
Purchase of shares | $ 23.4 | ||||||||
Investment ownership percentage | 5.50% | ||||||||
Underwritten Secondary Public Offering | Dayforce | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Sale of stock (in shares) | 3 | ||||||||
Proceeds from sale of stock | $ 208 |
Basis of Financial Statements_3
Basis of Financial Statements - Other Developments (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Apr. 01, 2024 | Feb. 26, 2024 | Feb. 21, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchases cost | $ 231.1 | $ 60.4 | $ 231.1 | $ 60.4 | ||||
Equity investment | 33.9 | $ 96.1 | ||||||
Aggregate investment value | $ 1,519.6 | $ 1,519.6 | $ 1,718.8 | |||||
MSA termination fee annual installments, payment period | 3 years | |||||||
Amended MSA | Related Party | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Management fee, fixed annual amount | $ 7.6 | |||||||
Agreement termination, base fee for termination of agreement from average annual management fee for preceding period as of termination date | 20 | |||||||
MSA, termination fee, annual installment | $ 6.7 | |||||||
JANA | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock issued for equity interest (in shares) | 1,850,000 | |||||||
Equity investment | $ 18.3 | |||||||
Ownership percentage | 19.99% | |||||||
Aggregate investment value | $ 55.5 | |||||||
JANA Funds | Investment Commtment | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Commitment obligations | 50 | |||||||
Tender Offer | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchase program, authorized amount (up to) | $ 200 | |||||||
Treasury stock repurchases (in shares) | 9,672,540 | |||||||
Stock repurchases cost | $ 222 | |||||||
Stock repurchased (in shares) | 957,943 | |||||||
Right to purchase, percentage (up to) | 2% | |||||||
Tender Offer | Minimum | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchase, average price per share (in usd per share) | $ 20.75 | |||||||
Tender Offer | Maximum | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchase, average price per share (in usd per share) | $ 22.95 | $ 23.75 |
Basis of Financial Statements_4
Basis of Financial Statements - Dividends Declared (Details) - $ / shares | Jul. 30, 2024 | May 09, 2024 |
Equity, Class of Treasury Stock [Line Items] | ||
Common stock, dividends declared (in usd per share) | $ 0.12 | |
Subsequent Event | ||
Equity, Class of Treasury Stock [Line Items] | ||
Common stock, dividends declared (in usd per share) | $ 0.12 |
Basis of Financial Statements_5
Basis of Financial Statements - Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Other operating expenses | $ 26.3 | $ 28.2 | $ 56.9 | $ 52.9 |
Management Fee Expense Payable | ||||
Related Party Transaction [Line Items] | ||||
Other operating expenses | $ 9.1 | $ 9.6 | 18.2 | $ 18.9 |
Termination Fees | ||||
Related Party Transaction [Line Items] | ||||
Other operating expenses | $ 6.6 |
Basis of Financial Statements_6
Basis of Financial Statements - Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Antidilutive shares excluded from calculation of diluted earnings per share (in shares) | 0.1 | 0 | 0.1 | 0 |
Basis of Financial Statements_7
Basis of Financial Statements - Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Effective tax rate | 19.90% | 34.50% | (9.00%) | 54.40% | |
Operating loss carryforwards, valuation allowance | $ 58.8 | $ 58.8 | |||
Deferred tax asset | $ 63.2 | 63.2 | $ 82 | ||
Change in deferred taxes | $ 18.8 |
Basis of Financial Statements_8
Basis of Financial Statements - Stock-Based Compensation (Details) shares in Millions, $ in Millions | Feb. 28, 2024 USD ($) shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock issued, employee stock trust (in shares) | 1.2 |
Restricted Stock Units (RSUs) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares issued (in shares) | 1.2 |
Shares issued, grant date fair value | $ | $ 24.8 |
Award vesting period | 3 years |
Investments - Schedule of Inves
Investments - Schedule of Investments, Aggregate Fair Value of Ownership and Equity in (Losses) Earnings of Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | $ 1,519.6 | $ 1,519.6 | $ 1,718.8 | ||
Equity in losses of unconsolidated affiliates | $ (19.3) | $ (49.1) | $ (8) | $ (81.2) | |
Dun & Bradstreet | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as percentage) | 15.60% | 15.60% | |||
Investments in unconsolidated affiliates | $ 700.5 | $ 700.5 | 827.7 | ||
Aggregate value of ownership based on quoted market price | 639.4 | 639.4 | |||
Equity in losses of unconsolidated affiliates | (4.7) | (5.6) | (11) | (13.9) | |
Amortization expense for amortizable intangible assets | $ 2.1 | 2.1 | $ 4.3 | 4.3 | |
Alight | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as percentage) | 9.70% | 9.70% | |||
Investments in unconsolidated affiliates | $ 492.1 | $ 492.1 | 507.2 | ||
Aggregate value of ownership based on quoted market price | 387.3 | 387.3 | |||
Equity in losses of unconsolidated affiliates | $ 2.2 | (7) | $ (9.1) | (14.1) | |
Sightline | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as percentage) | 33% | 33% | |||
Investments in unconsolidated affiliates | $ 13.7 | $ 13.7 | 158.3 | ||
Equity in losses of unconsolidated affiliates | (0.2) | (5) | (3.7) | (9.1) | |
Amortization expense for amortizable intangible assets | $ 1.5 | 1.9 | $ 2.9 | 3.9 | |
Black Knight Football | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as percentage) | 45.50% | 45.50% | |||
Investments in unconsolidated affiliates | $ 104.6 | $ 104.6 | 112.3 | ||
Equity in losses of unconsolidated affiliates | $ (17.9) | (15.6) | $ (25.3) | (16.9) | |
CSI | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as percentage) | 6.40% | 6.40% | |||
Investments in unconsolidated affiliates | $ 88.2 | $ 88.2 | 47.1 | ||
Equity in losses of unconsolidated affiliates | 0.2 | 0 | 41.1 | 0 | |
Other | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | 120.5 | 120.5 | $ 66.2 | ||
Equity in losses of unconsolidated affiliates | 1.1 | $ (15.9) | 0 | $ (27.2) | |
System1 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate value of ownership based on quoted market price | $ 41.1 | $ 41.1 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information, Dun & Bradstreet (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | $ (26.4) | $ 113.3 | $ 77.8 | $ 322.5 |
Operating income | (23) | (19.6) | (63.6) | (42.3) |
Net loss | (155) | (90.4) | (246.8) | (97.3) |
Net earnings attributable to noncontrolling interest | 0 | (3.2) | (1.9) | (6) |
Dun & Bradstreet | ||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | 576.2 | 554.7 | 1,140.7 | 1,095.1 |
Operating income | 37.1 | 16.5 | 53.7 | 24.4 |
Loss before income taxes | (19.3) | (37) | (86.3) | (82.4) |
Net loss | (15.7) | (18.8) | (37.6) | (51.6) |
Net earnings attributable to noncontrolling interest | 0.7 | 0.6 | 2 | 1.5 |
Net loss | $ (16.4) | $ (19.4) | $ (39.6) | $ (53.1) |
Investments - Alight (Details)
Investments - Alight (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ (26.4) | $ 113.3 | $ 77.8 | $ 322.5 |
Net loss attributable to noncontrolling interests | 0 | (3.2) | (1.9) | (6) |
Alight | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 538 | 561 | 1,097 | 1,147 |
Gross profit | 167 | 187 | 349 | 374 |
Net loss from continuing operations | (4) | (72) | (125) | (156) |
Net earnings from discontinued operations | 27 | 0 | 32 | 10 |
Net loss attributable to noncontrolling interests | 0 | (5) | (2) | (11) |
Net earnings (loss) attributable to Alight | $ 23 | $ (67) | $ (91) | $ (135) |
Investments - Sightline Narrati
Investments - Sightline Narrative (Details) - Sightline $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Investment before adjustment for impairment | $ 154.7 |
Other than temporary impairment of investment | 141 |
Hybrid, Discounted Cash Flow and Market Approach | |
Schedule of Equity Method Investments [Line Items] | |
Aggregate fair value | $ 13.7 |
Discounted Cash Flow | Discount Rate | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, measurement input | 0.35 |
Risk of Capital Shortfall Adjustment | Measurement Input Type, Risk of Capital | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, measurement input | 0.50 |
Investments - Equity Securities
Investments - Equity Securities Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Net (losses) gains recognized during the period on equity securities | $ (10) | $ (40.3) | $ 5.5 | $ 18.9 |
Less: net (losses) gains recognized during the period on equity securities sold, transferred or disposed during the period | (2.2) | 0 | 4.1 | 13.8 |
Unrealized (losses) gains recognized during the reporting period on equity securities held at the reporting date | $ (7.8) | $ (40.3) | $ 1.4 | $ 5.1 |
Investments - Equity Security I
Investments - Equity Security Investments Without Readily Determinable Fair Values (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Gain on investments | $ 2.6 | |
Investments without readily determinable fair value, impairment | 9 | |
AmeriLife and Other | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Investments without readily determinable fair value | $ 124.5 | $ 121.9 |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Cash and cash equivalents | $ 45.7 | $ 106.2 |
Short-term investments | 8.9 | 15.6 |
Equity securities: | 125.8 | 290.9 |
Total assets | 180.4 | 412.7 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 45.7 | 106.2 |
Short-term investments | 8.9 | 15.6 |
Equity securities: | 125.8 | 290.9 |
Total assets | 180.4 | 412.7 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Equity securities: | 0 | 0 |
Total assets | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Equity securities: | 0 | 0 |
Total assets | 0 | 0 |
Dayforce | ||
Assets: | ||
Equity securities: | 49.6 | 268.5 |
Dayforce | Level 1 | ||
Assets: | ||
Equity securities: | 49.6 | 268.5 |
Dayforce | Level 2 | ||
Assets: | ||
Equity securities: | 0 | 0 |
Dayforce | Level 3 | ||
Assets: | ||
Equity securities: | 0 | 0 |
Paysafe | ||
Assets: | ||
Equity securities: | 59.8 | 22.4 |
Paysafe | Level 1 | ||
Assets: | ||
Equity securities: | 59.8 | 22.4 |
Paysafe | Level 2 | ||
Assets: | ||
Equity securities: | 0 | 0 |
Paysafe | Level 3 | ||
Assets: | ||
Equity securities: | 0 | $ 0 |
Other | ||
Assets: | ||
Equity securities: | 16.4 | |
Other | Level 1 | ||
Assets: | ||
Equity securities: | 16.4 | |
Other | Level 2 | ||
Assets: | ||
Equity securities: | 0 | |
Other | Level 3 | ||
Assets: | ||
Equity securities: | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | |
Variable Interest Entity [Line Items] | |||
Assets | $ 2,224 | $ 2,686.7 | $ 2,995.6 |
Black Knight Football | Payment Guarantee | |||
Variable Interest Entity [Line Items] | |||
Guarantor obligation, term | 4 years | ||
Black Knight Football | Payment Guarantee | Minimum | |||
Variable Interest Entity [Line Items] | |||
Guarantor obligations | $ 41.6 | ||
Black Knight Football | Payment Guarantee | Maximum | |||
Variable Interest Entity [Line Items] | |||
Guarantor obligations | 75.7 | ||
Variable Interest Entity, Not Primary Beneficiary | Investments in unconsolidated affiliates | |||
Variable Interest Entity [Line Items] | |||
Assets | 243.3 | 210.9 | |
Maximum Exposure | $ 243.3 | $ 210.9 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | $ 118 | $ 152.8 | $ 228.7 | $ 307.1 | |
Interest investment and other income (expense), including recognized gains (losses), net | (144.4) | (39.5) | (150.9) | 15.4 | |
Total revenues, other income (expense) and realized gains (losses), net | (26.4) | 113.3 | 77.8 | 322.5 | |
Depreciation and amortization | 3.4 | 4.6 | 6.7 | 9.7 | |
Interest expense | (2) | (4) | (4.6) | (8.4) | |
Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates | (169.4) | (63.1) | (219.1) | (35.3) | |
Income tax (benefit) expense | (33.7) | (21.8) | 19.7 | (19.2) | |
Loss before equity in losses of unconsolidated affiliates | (135.7) | (41.3) | (238.8) | (16.1) | |
Equity in earnings (losses) of unconsolidated affiliates | (19.3) | (49.1) | (8) | (81.2) | |
Net loss | (155) | (90.4) | (246.8) | (97.3) | |
Assets | 2,224 | 2,995.6 | 2,224 | 2,995.6 | $ 2,686.7 |
Goodwill | 53.4 | 53.4 | 53.4 | 53.4 | $ 53.4 |
Affiliate Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | (1,163.6) | (1,154.8) | (2,339.8) | (2,288) | |
Interest investment and other income (expense), including recognized gains (losses), net | (86.1) | 7.7 | (11.8) | 39.7 | |
Total revenues, other income (expense) and realized gains (losses), net | (1,249.7) | (1,147.1) | (2,351.6) | (2,248.3) | |
Depreciation and amortization | (268.3) | (269.2) | (537.3) | (513.8) | |
Interest expense | 95.3 | 91 | 215.1 | 179.3 | |
Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates | 55.3 | 149.9 | 299.4 | 312.6 | |
Income tax (benefit) expense | 0.9 | 25.5 | 72.1 | 60.3 | |
Loss before equity in losses of unconsolidated affiliates | 54.4 | 124.4 | 227.3 | 252.3 | |
Equity in earnings (losses) of unconsolidated affiliates | (17.4) | (28.9) | (40.5) | (46.4) | |
Net loss | 37 | 95.5 | 186.8 | 205.9 | |
Assets | (19,926.6) | (20,434.1) | (19,926.6) | (20,434.1) | |
Goodwill | (6,653.9) | (7,123.3) | (6,653.9) | (7,123.3) | |
Restaurant revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 107.6 | 145.2 | 214.1 | 293.7 | |
Restaurant revenue | Affiliate Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Other operating revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 10.4 | 7.6 | 14.6 | 13.4 | |
Other operating revenue | Affiliate Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | (1,163.6) | (1,154.8) | (2,339.8) | (2,288) | |
Restaurant Group | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 107.6 | 145.2 | |||
Restaurant Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 107.6 | 145.2 | 214.1 | 293.7 | |
Interest investment and other income (expense), including recognized gains (losses), net | 1 | (0.2) | 1.3 | (0.1) | |
Total revenues, other income (expense) and realized gains (losses), net | 108.6 | 145 | 215.4 | 293.6 | |
Depreciation and amortization | 2.7 | 4.3 | 5.4 | 8.9 | |
Interest expense | (1.3) | (1.3) | (2.6) | (2.6) | |
Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates | 1.8 | (6.6) | (2.3) | (11.1) | |
Income tax (benefit) expense | 0 | 0 | 0 | 0.5 | |
Loss before equity in losses of unconsolidated affiliates | 1.8 | (6.6) | (2.3) | (11.6) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | 0 | 0 | |
Net loss | 1.8 | (6.6) | (2.3) | (11.6) | |
Assets | 279 | 318.4 | 279 | 318.4 | |
Goodwill | 53.4 | 53.4 | 53.4 | 53.4 | |
Restaurant Group | Restaurant revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 107.6 | 145.2 | |||
Restaurant Group | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 107.6 | 145.2 | 214.1 | 293.7 | |
Restaurant Group | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Dun & Bradstreet | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 576.2 | 554.7 | 1,140.7 | 1,095.1 | |
Interest investment and other income (expense), including recognized gains (losses), net | 2.6 | 2.6 | 4.3 | 4.6 | |
Total revenues, other income (expense) and realized gains (losses), net | 578.8 | 557.3 | 1,145 | 1,099.7 | |
Depreciation and amortization | 141.3 | 145 | 285.3 | 290.4 | |
Interest expense | (59) | (56.1) | (144.3) | (111.4) | |
Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates | (19.3) | (37) | (86.3) | (82.4) | |
Income tax (benefit) expense | (2.9) | (17.5) | (47.1) | (29.3) | |
Loss before equity in losses of unconsolidated affiliates | (16.4) | (19.5) | (39.2) | (53.1) | |
Equity in earnings (losses) of unconsolidated affiliates | 0.7 | 0.7 | 1.6 | 1.5 | |
Net loss | (15.7) | (18.8) | (37.6) | (51.6) | |
Assets | 8,956.8 | 9,267.2 | 8,956.8 | 9,267.2 | |
Goodwill | 3,426.6 | 3,422.4 | 3,426.6 | 3,422.4 | |
Dun & Bradstreet | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Dun & Bradstreet | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 576.2 | 554.7 | 1,140.7 | 1,095.1 | |
Alight | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 538 | 561 | 1,097 | 1,147 | |
Interest investment and other income (expense), including recognized gains (losses), net | 83 | (11) | 6 | (45) | |
Total revenues, other income (expense) and realized gains (losses), net | 621 | 550 | 1,103 | 1,102 | |
Depreciation and amortization | 99 | 92 | 196 | 185 | |
Interest expense | (33) | (33) | (64) | (66) | |
Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates | (2) | (80) | (150) | (187) | |
Income tax (benefit) expense | 2 | (8) | (25) | (31) | |
Loss before equity in losses of unconsolidated affiliates | (4) | (72) | (125) | (156) | |
Equity in earnings (losses) of unconsolidated affiliates | 0 | 0 | 0 | 0 | |
Net loss | (4) | (72) | (125) | (156) | |
Assets | 10,473 | 10,772 | 10,473 | 10,772 | |
Goodwill | 3,212 | 3,681 | 3,212 | 3,681 | |
Alight | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Alight | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 538 | 561 | 1,097 | 1,147 | |
BKFC | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 49.4 | 39.1 | 102.1 | 45.9 | |
Interest investment and other income (expense), including recognized gains (losses), net | 0.5 | 0.7 | 1.5 | 0.7 | |
Total revenues, other income (expense) and realized gains (losses), net | 49.9 | 39.8 | 103.6 | 46.6 | |
Depreciation and amortization | 28 | 32.2 | 56 | 38.4 | |
Interest expense | (3.3) | (1.9) | (6.8) | (1.9) | |
Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates | (34) | (32.9) | (63.1) | (43.2) | |
Income tax (benefit) expense | 0 | 0 | 0 | 0 | |
Loss before equity in losses of unconsolidated affiliates | (34) | (32.9) | (63.1) | (43.2) | |
Equity in earnings (losses) of unconsolidated affiliates | (3.7) | 0 | (6.5) | 0 | |
Net loss | (37.7) | (32.9) | (69.6) | (43.2) | |
Assets | 496.8 | 394.9 | 496.8 | 394.9 | |
Goodwill | 15.3 | 19.9 | 15.3 | 19.9 | |
BKFC | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
BKFC | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 49.4 | 39.1 | 102.1 | 45.9 | |
Corporate and Other | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 10.4 | 7.6 | 14.6 | 13.4 | |
Interest investment and other income (expense), including recognized gains (losses), net | (145.4) | (39.3) | (152.2) | 15.5 | |
Total revenues, other income (expense) and realized gains (losses), net | (135) | (31.7) | (137.6) | 28.9 | |
Depreciation and amortization | 0.7 | 0.3 | 1.3 | 0.8 | |
Interest expense | (0.7) | (2.7) | (2) | (5.8) | |
Earnings (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates | (171.2) | (56.5) | (216.8) | (24.2) | |
Income tax (benefit) expense | (33.7) | (21.8) | 19.7 | (19.7) | |
Loss before equity in losses of unconsolidated affiliates | (137.5) | (34.7) | (236.5) | (4.5) | |
Equity in earnings (losses) of unconsolidated affiliates | 1.1 | (20.9) | 37.4 | (36.3) | |
Net loss | (136.4) | (55.6) | (199.1) | (40.8) | |
Assets | 1,945 | 2,677.2 | 1,945 | 2,677.2 | |
Goodwill | 0 | 0 | 0 | 0 | |
Corporate and Other | Restaurant revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 0 | 0 | 0 | 0 | |
Corporate and Other | Other operating revenue | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | $ 10.4 | $ 7.6 | $ 14.6 | $ 13.4 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Jun. 30, 2024 |
Dun & Bradstreet | |
Segment Reporting Information [Line Items] | |
Ownership (as percentage) | 15.60% |
Alight | |
Segment Reporting Information [Line Items] | |
Ownership (as percentage) | 9.70% |
Black Knight Football | |
Segment Reporting Information [Line Items] | |
Ownership (as percentage) | 45.50% |
O'Charley's | |
Segment Reporting Information [Line Items] | |
Parent ownership percentage | 65.40% |
99 Restaurants | |
Segment Reporting Information [Line Items] | |
Parent ownership percentage | 88.50% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 118 | $ 152.8 | $ 228.7 | $ 307.1 |
Restaurant Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 107.6 | 145.2 | ||
Total other operating revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 10.4 | 7.6 | ||
Restaurant sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 107.6 | 145.2 | $ 214.1 | $ 293.7 |
Restaurant sales | Restaurant Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 107.6 | 145.2 | ||
Real estate and resort | Corporate and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 10.2 | 7.5 | ||
Other | Corporate and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 0.2 | $ 0.1 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||||
Trade receivables, net | $ 5.6 | $ 5.6 | $ 7.6 | ||
Deferred revenue (contract liabilities) | 14.3 | 14.3 | $ 16.9 | ||
Revenue recognized that was included in deferred revenue | $ 2.4 | $ 3.1 | $ 3.9 | $ 4.8 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Notes payable, total | $ 78.2 | $ 105 |
Less: Notes payable, current | 0.5 | 2.5 |
Notes payable, long term | 77.7 | 102.5 |
2020 Margin Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
FNF Note | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 59.7 | 84.7 |
Other | Notes Payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 18.5 | $ 20.3 |
Notes Payable - Margin Facility
Notes Payable - Margin Facility (Details) - 2020 Margin Facility - Revolver Note - USD ($) | 33 Months Ended | ||||||
Mar. 04, 2024 | Aug. 17, 2023 | Aug. 16, 2023 | Jun. 30, 2024 | Jun. 16, 2023 | Jun. 15, 2023 | Nov. 30, 2020 | |
Line of Credit Facility [Line Items] | |||||||
Aggregate borrowing capacity | $ 150,000,000 | $ 250,000,000 | $ 150,000,000 | ||||
Interest rate basis | 3.10% | 3.75% | 3.58% | ||||
Option to increase limit | $ 500,000,000 | $ 500,000,000 | |||||
Line of credit outstanding balance | 0 | ||||||
Amount available to be drawn | $ 150,000,000 | ||||||
Dun & Bradstreet | |||||||
Line of Credit Facility [Line Items] | |||||||
Common stock held as collateral for credit facility (in shares) | 35,000,000 | ||||||
Alight | |||||||
Line of Credit Facility [Line Items] | |||||||
Common stock held as collateral for credit facility (in shares) | 40,000,000 | 40,000,000 |
Notes Payable - FNF Revolver (D
Notes Payable - FNF Revolver (Details) - USD ($) | Jan. 29, 2024 | Nov. 17, 2017 | Jun. 30, 2024 |
Line of Credit Facility [Line Items] | |||
Debt outstanding | $ 78,400,000 | ||
Revolving Credit Facility | FNF Note | |||
Line of Credit Facility [Line Items] | |||
Aggregate borrowing capacity | $ 60,000,000 | $ 100,000,000 | |
Interest rate basis | 4.50% | ||
Debt instrument, term of automatic extension | 5 years | ||
Interest rate incurred | 7% | 7% | |
Repayments of line of credit | $ 25,000,000 | ||
Debt outstanding | $ 59,700,000 | ||
Available borrowing capacity | $ 0 |
Notes Payable - Gross Principal
Notes Payable - Gross Principal Maturities of Notes Payable (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remaining) | $ 1 |
2025 | 60.8 |
2026 | 11.8 |
2027 | 0.5 |
2028 | 2.4 |
Thereafter | 1.9 |
Total Long Term Debt | $ 78.4 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jun. 30, 2024 restaurant |
Commitments and Contingencies Disclosure [Abstract] | |
Number of restaurants | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 (remaining) | $ 29.7 |
2025 | 9.8 |
2026 | 6.6 |
2027 | 2.9 |
2028 | 0.9 |
Thereafter | 0 |
Total purchase commitments | $ 49.9 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash paid during the period: | ||
Interest | $ 3.1 | $ 7 |
Income taxes | 0.7 | 3.3 |
Non-cash investing and financing activities: | ||
Investment in JANA paid through reissuance of common stock from treasury | 44 | 0 |
Difference between the historical cost of treasury stock and fair value upon reissuance for investment in JANA | $ (6.8) | $ 0 |