CANNAE HOLDINGS, INC. For a description of our business, including descriptions of segments and recent business trends, see the discussion under Business in Item 1 of Part I of this Annual Report, which is incorporated by reference into this Part II, Item 7 of this Annual Report. The following discussion should also be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in Item 8 of Part II of this Annual Report.
Recent Developments
Ceridian
InJanuary 2022 , we completed the sale of 2.0 million shares of common stock of Ceridian pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"). In connection with the sale, we received proceeds of$173.3 million . InMay 2022 andJune 2022 , we completed the aggregate sales of an additional 2.0 million shares of common stock of Ceridian on the open market. In connection with such sales, we received proceeds of$112.4 million .
As of
Subsequent to
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System1
OnJanuary 10, 2022 , we entered into an amendment to the backstop facility agreement (the "System1 Backstop Agreement") pursuant to which our commitment to fund redemptions of shareholders ofTrebia Acquisition Corp. ("Trebia") in conjunction with its merger with System1 (the "Trebia System1 Business Combination") increased from$200.0 million to$250.0 million . Also onJanuary 10, 2022 , we entered into an amended and restated sponsor agreement with the sponsors of Trebia pursuant to which the sponsors will forfeit up to an additional Trebia 1,352,941 Class B ordinary shares to Trebia, and Trebia will issue to Cannae an equal number of shares of Trebia Class A common stock in connection with, and based upon the extent of, Cannae's obligation with respect to the increase in our backstop commitment. Trebia was co-sponsored by entities affiliated with the chairman and a member of our board of directors ("Board"), William P. Foley II andFrank R. Martire , respectively. OnJanuary 27, 2022 , the Trebia System1 Business Combination was completed and System1 merged with and into Trebia, with System1 as the surviving corporation. Beginning onJanuary 28, 2022 , System1's common stock began trading on the NYSE under the ticker symbol "SST." At the completion of the Trebia System1 Business Combination, Cannae had invested a total of$248.3 million in System1, directly and indirectly owned 28.2 million of System1 common shares and indirectly owned 1.2 million warrants to purchase System1 common shares (the "System1 Warrants"). OnMarch 17, 2022 , the trading price of System1 Class A common stock exceeded certain thresholds resulting in the conversion of System1's outstanding Class D common stock to Class A common stock. As a result, the 833,750 shares of System1 Class D common stock held by the sponsor of Trebia,Trasimene Trebia LP ("Trebia Sponsor"), in which we owned a 26.1% limited partnership interest converted to shares of System1 Class A common stock. Cannae's ratable portion of such shares is 217,500 shares. OnApril 18, 2022 , Trebia Sponsor exercised its System1 warrants on a cashless basis in exchange for System 1 Class A common stock. As a result, Cannae no longer has an indirect interest in any System1 warrants and has an indirect interest in an additional 0.5 million shares of System1 common stock held by Trebia Sponsor. We now have an indirect interest in a total of 1.7 million shares of System 1 common stock held by Trebia Sponsor.
In the year ended
As ofDecember 31, 2022 , we directly and indirectly owned 27.1 million shares of System1 common stock representing an approximate 24.0% ownership interest. We account for our direct ownership of the common equity of System1 under the equity method of accounting.
Optimal Blue
OnFebruary 15, 2022 , we completed the disposition (the "Optimal Blue Disposition") of our ownership interests inOptimal Blue Holdco, LLC ("Optimal Blue") to Black Knight, Inc. ("Black Knight") pursuant to a purchase agreement dated as ofFebruary 15, 2022 , by and among Black Knight, Cannae, and Optimal Blue, among others. In conjunction with the Optimal Blue Disposition, we received aggregate consideration of (y)$144.5 million in cash and (z) 21.8 million shares of common stock, par value$0.0001 per share, of D&B. Following the consummation of the Optimal Blue Disposition, Cannae no longer has any ownership interest in Optimal Blue. We recorded a gain of$313.0 million on the sale which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year endedDecember 31, 2022 .
Dun & Bradstreet
OnFebruary 15, 2022 , we received 21.8 million shares of D&B as partial consideration for the Optimal Blue Disposition. As part of our carried interest paid to our Manager related to the Optimal Blue Disposition, we transferred to our Manager 1.6 million of the D&B shares we received. See Note B for further discussion of our accounting for our increased ownership interest in D&B.
In
In the year endedDecember 31, 2022 , the board of directors of D&B declared and paid quarterly cash dividends aggregating to$0.10 per share of DNB common stock. As a result, we received$8.0 million of cash dividends from D&B in the year endedDecember 31, 2022 , which are recorded as a reduction to the basis of our recorded asset for D&B.
As of
Alight
InMarch 2022 , the sponsor ofFoley Trasimene Acquisition Corp. ("FTAC") distributed all of its interest in Alight to its limited partners, including Cannae. As a result, Cannae now directly holds all of its interest in common equity of Alight. 24
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As of
InJune 2022 ,AmeriLife announced an investment from a leading private equity firm. In conjunction with the new investment, we entered into a redemption agreement pursuant to which we divested 46.0% of our ownership interest inAmeriLife (the "June AmeriLife Sale"). OnAugust 31, 2022 , we closed the June AmeriLife Sale and received gross cash proceeds of$152.5 million ($4.6 million of which was subsequently distributed to noncontrolling interest holders). As a result of the June AmeriLife Sale, we recorded a gain of$102.5 million which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year endedDecember 31, 2022 . OnSeptember 14, 2022 , we entered into a contribution, redemption and equity purchase agreement pursuant to which we agreed to sell a portion of the ownership interest inAmeriLife that we retained subsequent to the June AmeriLife Sale (the "September AmeriLife Sale" and together with the June AmeriLife Sale the "AmeriLife Sales"). OnNovember 15, 2022 , we closed on the September AmeriLife Sale and received gross cash proceeds of approximately$97.5 million (of which$2.9 million was subsequently distributed to noncontrolling interest holders). As a result of the AmeriLife Sales, we no longer had any rights to designate any seats on the board of managers ofAmeriLife , and as a result, we are no longer able to exert influence over the composition and quantity ofAmeriLife's board. In combination with the reduction of ownership ofAmeriLife to 4.6% as a result of the sales of our ownership interest inAmeriLife , we no longer exercise significant influence overAmeriLife . As ofNovember 15, 2022 , we account for our investment inAmeriLife as an equity security without a readily determinable fair value pursuant to the investment in equity security guidance of Accounting Standards Codification ("ASC") 321. The change in accounting resulted in the revaluation of our investment inAmeriLife to the fair value implied by the AmeriLife Sales of$88.5 million and recording a gain on such revaluation of$67.2 million which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year endedDecember 31, 2022 .
CorroHealth
OnSeptember 30, 2022 , we sold all of our equity interest inCoding Solutions Topco, Inc. ("CorroHealth") for cash proceeds of$78.7 million (the "CorroHealth Sale"). As a result of the CorroHealth Sale, we recorded a gain of$5.9 million which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year endedDecember 31, 2022 .
Subsequent to the transaction, we have no further equity interest or involvement in CorroHealth.
Paysafe
From
On
As of
OnAugust 19, 2022 , we entered into a subscription agreement withBGPT Catalyst, L.P. (the "CSI LP ") pursuant to which we committed to acquire a 32% limited partnership ownership interest inCSI LP for cash consideration of approximately$86.1 million (the "CSI Subscription").CSI LP is managed by entities affiliated withFrank Martire , a member of our Board, and is part of a consortium of investors who committed to acquireComputer Services, Inc. ("CSI"). OnNovember 8, 2022 , we funded the CSI Subscription and onNovember 16, 2022 , the consortium of investors completed the acquisition of CSI. We have a 9.1% indirect, economic interest in CSI as a result of the transaction.
OnOctober 8, 2022 , we entered into a limited partnership agreement withBlack Knight Football and Entertainment, LP ("BKFE") and committed to purchase a 50.1% limited partnership ownership interest in BKFE for$132.8 million (the "BKFE Commitment"). Also onOctober 8, 2022 , BKFE entered into a stock purchase agreement to acquire 100% of the equity interests ofAthletic Football Club Bournemouth ("AFCB"), a football club that competes in theEnglish Premier League . The chairman of our Board, William P. Foley II, is the general partner of BKFE and owns a 25% economic interest in BKFE.
On
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In the first quarter of 2023, we funded$40.3 million of the BKFE Commitment. We expect to fund the remaining BKFE Commitment before the end of the third quarter of 2023.
On
Other Developments
EffectiveFebruary 26, 2021 , our Board authorized a three-year stock repurchase program (the "2021 Repurchase Program") under which we were permitted to repurchase up to 10.0 million shares of our common stock. During the year endedDecember 31, 2022 , we repurchased 9,483,416 shares of CNNE common stock for approximately$198.5 million in the aggregate, or an average of$20.93 per share, pursuant to the 2021 Repurchase Program, of which 5,775,598 shares were repurchased from FNF for an aggregate amount of$108.7 million . OnAugust 3, 2022 , our Board authorized a new three-year stock repurchase program (the "2022 Repurchase Program"), under which we may repurchase up to an additional 10.0 million shares of our common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions throughAugust 3, 2025 . The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. During the year endedDecember 31, 2022 , we repurchased 1,267,182 shares of CNNE common stock for approximately$26.8 million in the aggregate, or an average of$21.16 per share, pursuant to the 2022 Repurchase Program.
Related Party Transactions
Our financial statements for all years presented reflect transactions with our Manager and certain members of our Board. See Note O to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance withU.S. GAAP. See Note A to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for discussion of all our significant accounting policies. The accounting policies and estimates described below are those we consider critical in preparing our Consolidated Financial Statements. Management is required to make estimates and assumptions that can affect the reported amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Investments in unconsolidated affiliates - applicability ofFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 323. Investments in unconsolidated affiliates are recorded using the equity method of accounting. If an investor does not possess a controlling financial interest over an investee but has the ability to exercise significant influence over the investee's operating and financial policies, the investor must account for such an investment under the equity method of accounting. For investments in common stock or in-substance common stock of an investee, which an investor does not control, the general but rebuttable presumption exists that an ownership of greater than 20% of the outstanding equity of an investee indicates the investor has significant influence. For investments in partnerships and similar entities for which an investor does not control, equity method of accounting for the investment is generally required unless the investor's interest is so minor that the investor has virtually no influence. In the ordinary course of our business, we make investments in companies that provide us with varying degrees of control and influence over the underlying investees through our level of ownership of the outstanding equity of the investee, participation in management of the investee, participation on the board of directors of investees, and/or legal agreements with other investors with control implications. As a result, our analysis of the appropriate accounting for our various ownership interests often requires judgment regarding the level of control, significant influence or lack thereof the Company has over each investee. If we are required to account at fair value for certain of our ownership interests in which we have concluded the Company has significant influence resulting in the application of the equity method of accounting, the impact of such change could significantly impact the Company's Consolidated Financial Statements. For example, as ofMarch 31, 2020 , our voting agreement with Ceridian was terminated and, as a result, we are no longer able to exert influence over the composition and quantity of Ceridian's board of directors. In combination with the reduction in our ownership of Ceridian resulting from the sale of shares inFebruary 2020 , we no longer exercise significant influence over Ceridian. As ofMarch 31, 2020 , we began accounting for our investment in Ceridian at fair value pursuant to the investment in equity security guidance of ASC 321. The change resulted in the revaluation of our investment in Ceridian to its fair value of$993.4 million as ofMarch 31, 2020 and recording a gain on such revaluation of$684.9 million (net of$47.1 million of before-tax losses reclassified from other comprehensive earnings), which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year endedDecember 31, 2020 . 26
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As ofDecember 31, 2022 , we hold less than 20% of the outstanding common equity of Dun & Bradstreet but continue to account for our ownership interest under the equity method because we continue to exert significant influence through our 18.1% ownership, because certain of our senior management and directors serve on Dun & Bradstreet's board of directors, and because we are party to an agreement with other of its equity sponsors pursuant to which we have agreed to collectively vote together on all matters related to the election of directors to the Dun & Bradstreet board of directors for a period of three years. As ofDecember 31, 2022 , the book value of our investment in D&B accounted for under the equity method of accounting is$857.1 million . Based on quoted market prices, the aggregate fair market value of our ownership of Dun & Bradstreet common stock was$969.1 million as ofDecember 31, 2022 . As ofDecember 31, 2022 , we hold less than 20% of the outstanding common equity of Alight but we account for our ownership under the equity method because we exert significant influence: (a) through our 9.7% direct and indirect ownership, (b) because certain of our senior management and directors serve on Alight's board of directors, including the chairman of our Board, William P. Foley II, who is also the chairman of Alight's board of directors, and (c) because we are party to an agreement with other of its equity investors pursuant to which we have the ability to appoint or be consulted on the election of the majority of the total directors of Alight. As ofDecember 31, 2022 , the book value of our investment in Alight accounted for under the equity method of accounting is$532.2 million . Based on quoted market prices, the aggregate fair market value of our ownership of Alight common stock was approximately$438.7 million as ofDecember 31, 2022 . OnNovember 15, 2022 , we closed on the September AmeriLife Sale and received gross cash proceeds of approximately$97.5 million (of which$2.9 million was subsequently distributed to noncontrolling interest holders). As a result of the AmeriLife Sales, we no longer have any rights to designate any seats on the board of managers ofAmeriLife , and as a result, we are no longer able to exert influence over the composition and quantity ofAmeriLife's board. In combination with the reduction of ownership ofAmeriLife to 4.6% as a result of the current year sales of our equity interest, we no longer exercise significant influence overAmeriLife . As ofNovember 15, 2022 , we account for our investment inAmeriLife as an equity security without a readily determinable fair value pursuant to the investment in equity security guidance of ASC 321. The change in accounting resulted in the revaluation of our investment inAmeriLife to the fair value implied by the AmeriLife Sales of$88.5 million and recording a gain on such revaluation of$67.2 million which is included in Recognized (losses) gains, net on the Consolidated Statement of Operations for the year endedDecember 31, 2022 . Investments in unconsolidated affiliates - impairment monitoring. On an ongoing basis, management monitors our investments in unconsolidated affiliates to determine whether there are indications that the fair value of an investment may be other-than-temporarily below our recorded book value of the investment. Factors considered when determining whether a decline in the fair value of an investment is other-than-temporary include but are not limited to: the length of time and the extent to which the market value has been less than book value, the financial condition and near-term prospects of the investee, and the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value. As ofMarch 31, 2022 , the fair value of our ownership interest in Paysafe based on quoted market prices was$202.6 million and the book value of our recorded asset for Paysafe was$438.6 million prior to any impairment. Due to significant impairments recorded by Paysafe to its intangible assets, the quantum of the decrease in the fair market value of our ownership interest, and negative trends in the alternative payments industry and decreasing market multiples of peer companies, management determined the decrease in value of our ownership interest in Paysafe was other-than-temporary. Accordingly, we recorded an impairment charge of$236.0 million in the three months endedMarch 31, 2022 which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year endedDecember 31, 2022 . As a result of the impairment, the basis difference between the carrying value of our ownership interest in Paysafe and our ratable portion of Paysafe's net assets which was previously attributable to equity method goodwill was eliminated. As ofSeptember 30, 2021 , the fair value of our investment in Paysafe based on quoted market prices was$418.8 million and the book value of our investment in Paysafe was$810.6 million prior to any impairment. Due to significant impairments recorded by Paysafe to its intangible assets in the three months endedSeptember 30, 2021 and the quantum of the decrease in the fair market value of our investment, management determined the decrease in value of our investment in Paysafe was other-than-temporary. Accordingly, we recorded an impairment charge of$391.8 million in the three months endedSeptember 30, 2021 which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year endedDecember 31, 2021 .
As of
As ofDecember 31, 2022 , the book value of our investment in System1 accounted for under the equity method of accounting prior to any impairment was$228.7 million . Based on quoted market prices, the aggregate fair market value of our ownership of System1 common stock was approximately$127.4 million as ofDecember 31, 2022 . Due to the quantum of the 27
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decrease in the fair market value of our ownership interest subsequent to our acquisition and the uncertainty of the impact of the economic environment on System1's business, management determined the decrease in value of our investment in System1 was other-than-temporary as ofDecember 31, 2022 . Accordingly, we recorded an impairment of$101.7 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year endedDecember 31, 2022 . Valuation of investments. The fair values of financial instruments presented in the Consolidated Financial Statements are estimates of the fair values at a specific point in time using available market information and appropriate valuation methodologies. Estimates that utilize unobservable inputs are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. The fair value hierarchy established by the accounting standards on fair value measurements includes three levels, which are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access. Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable.
The Company's financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values as maturities are less than three months.
Recurring Fair Value Measurements
The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as ofDecember 31, 2022 and 2021, respectively: December 31, 2022 Level 1 Level 2 Level 3 Total (In millions)
Assets:
Short-term investments
Ceridian 384.9 - - 384.9 Total assets$ 419.8 $ - $ -$ 419.8 December 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Assets: Equity securities: Ceridian$ 1,044.6 $ - $ -$ 1,044.6 Austerlitz Acquisition Corp. II ("AAII") Forward Purchase Agreement - - 0.5 0.5 Total equity securities 1,044.6 - 0.5 1,045.1 Other noncurrent assets: System1 Backstop Agreement - 12.0 - 12.0 Paysafe Warrants 5.4 - - 5.4 AAII Warrants - 19.3 - 19.3 Total other noncurrent assets 5.4 31.3 - 36.7 Total Assets$ 1,050.0 $ 31.3 $ 0.5 $ 1,081.8 28
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Table of Co ntents The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis:
Year Ended
Forward
Corporate debt Purchase Subscription AAII
securities Agreements Agreements Warrants Total
Fair value, beginning of period $ 35.2 $ 136.1 $ 169.6 $ - 340.9
Recognized gain on settlement (1) 1.5 - - - 1.5
Net valuation (loss) gain included in
earnings (1) - (24.2) 7.7 (8.9) (25.4)
Reclassification to investments in
unconsolidated affiliates and Warrants - (111.4) (177.3) - (288.7)
Purchase of AAII Warrants - - - 29.6 29.6
Net valuation gain included in other
comprehensive earnings (2) 0.6 - - - 0.6
Transfers to Level 2 - - - (20.7) (20.7)
Redemption of corporate debt securities (37.3) - - - (37.3)
Fair value, end of period $ - $ 0.5 $ - $ - $ 0.5 ___________________________________________
(1) Included in Recognized (losses) gains, net on the Consolidated Statements of Operations. (2) Included in Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Consolidated Statements of Comprehensive Earnings (Loss). Accounting for Income Taxes. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted.
Refer to Note L to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our accounting for income taxes.
Recent Accounting Pronouncements
We have completed our evaluation of the recently issued accounting pronouncements and we did not identify any that are expected to, if currently adopted, have a material impact on our Consolidated Financial Statements.
Certain Factors Affecting Comparability
Year endedDecember 31, 2021 . OnJuly 30, 2021 , we closed on the sale of the net assets ofVIBSQ Holdco, LLC ("VIBSQ") which owned theVillage Inn and Bakers Square brands and related assets. OnSeptember 1, 2021 , we closed on the sale of certain net assets ofRock Creek Idaho Holdings, LLC ("RC") and its subsidiaries. OnSeptember 3, 2021 , we closed on the sale ofLegendary Baking Holdings I, LLC ("Legendary Baking"). Our consolidated results of operations for the year endedDecember 31, 2021 include the results of operations of VIBSQ, RC and Legendary Baking through their respective dates of sale. Year endedDecember 31, 2020 . OnJanuary 27, 2020 ,American Blue Ribbon Holdings, LLC ("Blue Ribbon") began a reorganization under Chapter 11 of the United States Bankruptcy Code (the "Blue Ribbon Reorganization") and we deconsolidated Blue Ribbon. OnOctober 2, 2020 , the Chapter 11 Plan became effective and Blue Ribbon emerged from bankruptcy as a set of reorganized companies. Upon Blue Ribbon's emergence from bankruptcy, we acquired the assets and uncompromised liabilities of Legendary Baking and VIBSQ in exchange for$15.5 million of the outstanding balance under the previously outstanding debtor-in-possession loan. Subsequent to Blue Ribbon's emergence from bankruptcy, we owned 100% of the equity of VIBSQ and Legendary Baking. Our consolidated results of operations for the year endedDecember 31, 2020 include the consolidated results of operations of Blue Ribbon fromJanuary 1, 2020 throughJanuary 27, 2020 and of Legendary Baking and VIBSQ fromOctober 2, 2020 throughDecember 31, 2020 . 29
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Results of Operations
Consolidated Results of Operations
Net earnings. The following table presents certain financial data for the years
indicated:
Year ended December 31,
2022 2021 2020
(In millions)
Revenues:
Restaurant revenue $ 630.6 $ 704.7 $ 559.7
Other operating revenue 31.5 37.5 26.0
Total operating revenues 662.1 742.2 585.7
Operating expenses:
Cost of restaurant revenue 571.4 617.4 524.3
Personnel costs 59.5 80.1 94.8
Depreciation and amortization 22.8 26.6 30.7
Other operating expenses, including asset impairments 153.0 151.6 116.6
Goodwill impairment - - 7.8
Total operating expenses 806.7 875.7 774.2
Operating loss (144.6) (133.5) (188.5)
Other income (expense):
Interest, investment and other income 2.5 21.1 17.2
Interest expense (12.3) (9.8) (9.0)
Recognized (losses) gains, net (181.2) (310.8) 2,362.2
Total other (expense) income (191.0) (299.5) 2,370.4
(Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates
(335.6) (433.0) 2,181.9
Income tax (benefit) expense (89.9) (74.0) 481.2
(Loss) earnings before equity in earnings (losses) of unconsolidated affiliates
(245.7) (359.0) 1,700.7
Equity in (losses) earnings of unconsolidated affiliates (183.9)
72.6 59.1
Net (loss) earnings (429.6) (286.4) 1,759.8
Less: Net (loss) earnings attributable to non-controlling interests
(1.5) 0.6 (26.4)
Net (loss) earnings attributable to
$ (428.1) $ (287.0) $ 1,786.2 Revenues Total revenue in 2022 decreased$80.1 million compared to 2021, primarily driven by a decrease in revenue in the Restaurant Group segment. Total revenue in 2021 increased$156.5 million compared to 2020, primarily driven by an increase in revenue in the Restaurant Group segment.
The change in revenues from our segments is discussed in further detail at the segment level below.
Expenses
Our operating expenses consist primarily of personnel costs, cost of restaurant revenue, other operating expenses, and depreciation and amortization.
Cost of restaurant revenue includes cost of food and beverage, primarily the costs of beef, groceries, produce, seafood, poultry and alcoholic and non-alcoholic beverages, net of vendor discounts and rebates, payroll and related costs and expenses directly relating to restaurant level activities, and restaurant operating costs including occupancy and other operating expenses at the restaurant level.
Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs that are directly attributable to the operations of the Restaurant Group are included in Cost of restaurant revenue.
Other operating expenses include management fees, carried interest fees, professional fees, advertising costs, travel expenses and impairments of operating assets.
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Depreciation and amortization expense consists of our depreciation related to investments in property and equipment as well as amortization of intangible assets.
The change in expenses from our segments is discussed in further detail at the segment level below.
Income tax (benefit) expense was$(89.9) million ,$(74.0) million , and$481.2 million for the years endedDecember 31, 2022 , 2021, and 2020, respectively. The effective tax rate for the years endedDecember 31, 2022 , 2021, and 2020 was 26.8%, 17.1%, and 22.1%, respectively. The change in the effective tax rate in all periods is primarily attributable to the varying impact of earnings or losses from unconsolidated affiliates on our consolidated pretax earnings or losses. The fluctuation in income tax benefit as a percentage of earnings before income taxes is attributable to our estimate of ultimate income tax liability and changes in the characteristics of net earnings year to year, such as the weighting of operating income versus investment income.
For a detailed breakout of our effective tax rate and further discussion on changes in our taxes, see Note L to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.
Equity in (losses) earnings of unconsolidated affiliates for the periods indicated consisted of the following (in millions):
Year ended December 31,
2022 2021 2020
Dun & Bradstreet (1) $ (8.8) $ (13.5) $ (46.8)
Alight (1.6) 38.2 -
Sightline (2) (19.3) (2.4) -
System1 (14.2) - -
AmeriLife (3) (19.1) (8.7) (4.0)
Paysafe (144.2) 53.3 -
Other 23.3 5.7 109.9
Total $ (183.9) $ 72.6 $ 59.1 _____________________________________
(1) Equity in losses for Dun & Bradstreet includes$7.2 million of loss for the year endedDecember 31, 2022 related to amortization of Cannae's basis difference between the book value of its ownership interest and ratable portion of the underlying equity in net assets of Dun & Bradstreet. (2) Equity in losses for Sightline includes$7.7 million of loss for the year endedDecember 31, 2022 related to amortization of Cannae's basis difference between the book value of its ownership interest and ratable portion of the underlying equity in net assets of Sightline. (3) The amount for the year endedDecember 31, 2022 represents the Company's equity in losses ofAmeriLife prior to the change in accounting for the investment beginningNovember 15, 2022 .
Net Earnings
Net earnings attributable to Cannae decreased$141.1 million in the year endedDecember 31, 2022 , compared to 2021. Total net earnings attributable to Cannae decreased$2,073.2 million in the year endedDecember 31, 2021 , compared to 2020. The change in net earnings is attributable to the factors discussed above and net earnings from the segments is discussed in further detail at the segment level below. 31 --------------------------------------------------------------------------------
Table of Co ntents
Segment Results of Operations
Restaurant Group
The following table presents the results from operations of our Restaurant Group
segment:
Year Ended December 31,
2022 2021 2020
(In millions)
Revenues:
Restaurant revenue $ 630.6 $ 704.7 $ 559.7
Operating expenses:
Cost of restaurant revenue 571.4 617.4 524.3
Personnel costs 24.2 34.5 31.2
Depreciation and amortization 20.5 24.0 27.7
Other operating expenses, including asset impairments 36.5 40.4 53.1
Goodwill impairment - - 7.8
Total operating expenses 652.6 716.3 644.1
Operating loss (22.0) (11.6) (84.4)
Other income (expense):
Interest expense (4.2) (8.8) (8.6)
Recognized gains and losses, net 7.8 2.1 7.5
Total other income (expense) 3.6 (6.7) (1.1)
Loss before income taxes and equity in (losses) earnings of unconsolidated affiliates
(18.4) (18.3) (85.5)
Total revenues for the Restaurant Group segment decreased $74.1 million , or
10.5%, in the year ended December 31, 2022 from 2021. The decrease was primarily
driven by decreased revenue related to our sale of the Village Inn , Baker's
Square, and Legendary Baking concepts in 2021 and the closure and sales of
underperforming O'Charley's locations. Total revenues for the Restaurant Group
segment increased $145 million , or 25.9%, in the year ended December 31, 2021
from 2020. The increase was primarily driven by an increase in comparable store
sales driven by the reduced impact of social restrictions imposed by state and
local governments in connection with COVID-19 in 2021 compared to 2020.
Revenue associated with our Legendary Baking, Village Inn , and Baker's Square
brands was $62.0 million and $53.1 million , respectively, in the years ended
December 31, 2021 and 2020, respectively. Revenue recorded for these brands in
the year ended December 31, 2021 represents these brands' revenues through their
respective dates of sales in the third quarter of 2021 and subsequent run-off
sales of the remaining inventory of Legendary Baking. Revenue recorded for these
brands in the year ended December 31, 2020 represents Blue Ribbon's revenue for
the period from January 1, 2020 through January 27, 2020 , the date of Blue
Ribbon's filing for bankruptcy, and the brands' revenues for the period from
October 2, 2020 through December 31, 2020 .
Comparable Store Sales. One method we use in evaluating the performance of our
restaurants is to compare sales results for restaurants period over period. A
new restaurant is included in our comparable store sales figures starting in the
first period following the restaurant's first seventy-eight weeks of operations.
Changes in comparable store sales reflect changes in sales for the comparable
store group of restaurants over a specified period of time. This measure
highlights the performance of existing restaurants, as the impact of new
restaurant openings is excluded. Comparable store sales for our 99 Restaurants
brand changed 7.5%, 39.4%, and (32.8)% in the years ended December 31, 2022 ,
2021 and 2020, respectively, from the prior fiscal years. The increase in 2022
is primarily attributable to an increase in the average amount spent by
customers each visit offset by a decrease in guest counts. The increase in 2021
is primarily attributable to increased guest counts resulting from the loosening
of COVID-19 restrictions and an increase in the average amount spent by
customers each visit. The decrease in 2020 is primarily attributable COVID-19
restrictions. Comparable store sales for our O'Charley's brand changed (5.8)%,
24.7% and (22.5)% in the years ended December 31, 2022 , 2021 and 2020,
respectively, from the prior fiscal years. The decrease in 2022 is primarily
attributable to decreased guest counts offset by an increase in the average
amount spent by customers each visit. The increase in 2021 is primarily
attributable to increased guest counts resulting from the abatement of COVID-19
restrictions and an increase in the average amount spent by customers each
visit. The decrease in 2020 is primarily attributable to lower guest counts
resulting from COVID-19.
Cost of restaurant revenue decreased $46.0 million , or 7.5%, in the year ended
December 31, 2022 from 2021. Cost of restaurant revenue increased $93.1 million ,
or 17.8%, in the year ended December 31, 2021 from 2020. Cost of restaurant
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Table of Co ntents
revenue as a percentage of restaurant revenue was approximately 90.6%, 87.6%, and 93.7% in the years endedDecember 31, 2022 , 2021 and 2020, respectively. The increase in cost of restaurant revenue as a percentage of restaurant revenue in 2022 compared to 2021 is primarily attributable to increased costs of labor, food, and supplies. The decrease in cost of restaurant revenue as a percentage of restaurant revenue in 2021 compared to 2020 is primarily attributable to the impact of unavoidable costs on the substantial decrease in revenue in 2020. Personnel costs decreased by$10.3 million , or 29.9%, in the year endedDecember 31, 2022 from 2021. The decrease is primarily attributable to our sale of theVillage Inn , Baker's Square, and Legendary Baking concepts in the prior year. Other operating expenses decreased by$3.9 million , or 9.7%, in the year endedDecember 31, 2022 from 2021. The decrease is primarily attributable to our sale of theVillage Inn , Baker's Square, and Legendary Baking concepts in 2021. Other operating expenses decreased by$12.7 million , or 23.9%, in the year endedDecember 31, 2021 from 2020. The decrease is primarily attributable to a decrease of$11.0 million related to lower impairments of assets and a decrease of$8.6 million in professional fees. The decreases were offset by increased expenses associated with consolidating VIBSQ's and Legendary Baking's results of operations for approximately 9 months in 2021 compared to approximately 3 months in 2020. Loss before income taxes decreased$67.2 million in the year endedDecember 31, 2021 from 2020. The change in losses is primarily attributable to the factors discussed above. Dun & Bradstreet As ofDecember 31, 2022 , we owned approximately 18.1% of the outstanding common stock of Dun & Bradstreet. We account for our ownership interest in D&B under the equity method of accounting; therefore, its results of operations do not consolidate into ours.
Summarized financial information for Dun & Bradstreet for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.
Year ended December 31,
2022 2021 2020
(In millions)
Total revenues $ 2,224.6 $ 2,165.6 $ 1,738.7
Loss before income taxes (27.2) (45.2) (226.4)
Net earnings (loss) 4.1 (65.9) (111.6)
Less: net earnings attributable to noncontrolling interest and dividends to preferred equity
6.4 5.8 69.0
Net loss attributable to Dun & Bradstreet (2.3) (71.7) (180.6)
Details relating to the results of operations of Dun & Bradstreet (NYSE: "DNB")
can be found in its periodic reports filed with the
Paysafe
As ofDecember 31, 2022 , we owned approximately 5.6% of the outstanding common stock of Paysafe. We account for our ownership of Paysafe under the equity method of accounting and report our equity in the earnings or loss of Paysafe on a three-month lag; therefore, its results do not consolidate into ours. Accordingly, our net loss for the year endedDecember 31, 2022 includes our equity in Paysafe's losses for the period fromOctober 1, 2021 throughSeptember 30, 2022 . Summarized financial information for Paysafe for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below. For the period from For the year ended March 31, 2021 to September 30, 2022 September 30, 2021 (In millions) Total revenues$ 1,484.2 $ 737.9 Operating loss (1,861.1) (261.6) Net loss (1,738.0) (140.3) Less: net earnings attributable to noncontrolling interest 0.6 0.3 Net loss attributable to Paysafe (1,738.6) (140.6) 33
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Details relating to the results of operations of Paysafe (NYSE: "PSFE") can be found in its periodic reports filed with theSEC . Paysafe's net loss for the year endedSeptember 30, 2022 was impacted by$1.9 billion of non-cash impairment charges to its goodwill and intangible assets.
Alight
As ofDecember 31, 2022 , we owned approximately 9.7% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results of operations do not consolidate into ours.
Summarized financial information for Alight for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.
For the period
from July 2,
2021 through
Year Ended December 31,
December 31, 2022 2021
(In millions)
Total revenues $ 3,132.0 $ 1,554.0
Operating (loss) income (14.0) 65.0
Net loss (72.0) (48.0)
Less: net loss attributable to noncontrolling interests (10.0) (13.0)
Net loss attributable to Alight (62.0) (35.0)
Details relating to the results of operations of Alight (NYSE: "ALIT") can be
found in its periodic reports filed with the
Corporate and Other
The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity investments, activity of the corporate holding company and certain intercompany eliminations and taxes.
The following table presents the results from operations of our Corporate and Other segment:
Year ended
2022 2021 2020
(In millions)
Revenues:
Other operating revenue $ 31.5 $ 37.5 $ 26.0
Operating expenses:
Personnel costs 35.3 45.6 63.6
Depreciation and amortization 2.3 2.6 3.0
Other operating expenses 116.5 111.2 63.5
Total operating expenses 154.1 159.4 130.1
Operating loss (122.6) (121.9) (104.1)
Other income (expense):
Interest, investment and other income 2.5 21.1 17.2
Interest expense (8.1) (1.0) (0.4)
Recognized gains and losses, net (189.0) (312.9) 2,354.7
Total other (expense) income (194.6) (292.8) 2,371.5
(Loss) earnings before income taxes and equity in losses of unconsolidated affiliates
(317.2) (414.7) 2,267.4
Personnel costs decreased $10.3 million , or 22.6%, in the year ended
December 31, 2022 compared to 2021, and decreased $18.0 million , or 28.3%, in
the year ended December 31, 2021 compared to 2020. The change in both periods is
primarily driven by a change in investment success bonuses paid related to our
sales of shares of Ceridian.
Other operating expenses increased $5.3 million , or 4.8%, in the year ended
December 31, 2022 compared to 2021 and increased $47.7 million , or 75.1%, in the
year ended December 31, 2021 compared to 2020. The increase in 2022 from 2021 is
primarily attributable to $40.1 million of management fee expenses and $49.3
million of carried interest mainly on the Optimal Blue Disposition, of which
$31.8 million was paid in D&B stock. The increase in 2021 from 2020 was
primarily attributable to $33.6 million in management fees and $44.5 million of
carried interest incurred with our Manager.
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Interest, investment and other income decreased$18.6 million in the year endedDecember 31, 2022 compared to 2021. The decrease was primarily attributable to$15.1 million of income in the 2021 period related to the Company's funding of redemptions for Alight's SPAC merger. Interest expense increased$7.1 million in the year endedDecember 31, 2022 compared to 2021. The increase was attributable to an increase in corporate debt outstanding. See Note K to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our outstanding debt. Recognized (losses) gains, net in our Corporate and Other segment consists of the following: Year ended December 31, 2022 2021 2020 Ceridian fair value adjustments$ (374.1) $ 45.5 $ 1,620.5 Ceridian gain on partial sales(1) - - 223.1 Paysafe impairment (236.0) (391.8) - System1 impairment (101.7) - - QOMPLX impairment (32.8) - - Dun & Bradstreet gain on partial sales 19.3 111.1 - Optimal Blue gain on sale 313.0 - - AmeriLife fair value adjustment (2) 67.3 - - AmeriLife gain on partial sales 176.4 - -
Paysafe and AAII warrants mark to market adjustment (23.5) (35.1)
-
CoreLogic, Inc. mark to market adjustment - - 63.7
D&B initial public offering gain - - 117.0
SPAC agreements mark to market adjustments - - 306.1
Other, net 3.1 (42.6) 24.3
Recognized (losses) gains, net $ (189.0) $
(312.9)
_____________________________________
(1) Represents the gain on sale of Ceridian shares in the three months endedMarch 31, 2020 prior to the change in accounting for the investment at fair value beginningMarch 31, 2020 (2) Represents the gain recorded upon the revaluation of our investment to fair value onNovember 15, 2022 .
Liquidity and Capital Resources
Cash Requirements. Our current cash requirements include personnel costs, operating expenses, taxes, capital expenditures and business acquisitions. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as a result of provisions in certain debt agreements. The declaration of any future dividends is at the discretion of our Board of Directors. Additional uses of cash flow are expected to include stock repurchases, acquisitions, and debt repayments. As ofDecember 31, 2022 , we had cash and cash equivalents of$247.7 million , of which$231.8 million was cash held by the corporate holding company, and$250.0 million of available borrowing capacity under our existing holding company credit facilities with the ability to add an additional$250.0 million of borrowing capacity by amending our 2020 Margin Facility. We continually assess our capital allocation strategy, including decisions relating to reducing debt, repurchasing our stock, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the Company's liquidity needs and periodically review the short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts. As part of such forecasting, we actively manage the impact of rising interest rates on both our idle cash and our outstanding debt. The Company believes the holding company's balances of cash, cash equivalents and unrestricted marketable securities, which totaled$266.7 million as ofDecember 31, 2022 (excluding marketable securities we account for as unconsolidated affiliates and securities pledged under our 2020 Margin Facility), along with cash generated by ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements over the next 12 months and beyond. 35
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We are focused on evaluating our assets and investments as potential vehicles for creating liquidity. Our intent is to use that liquidity for general corporate purposes, including, funding future investments, other strategic initiatives and/or conserving cash.
Operating Cash Flows. Our cash flows used in operations for the years endedDecember 31, 2022 , 2021, and 2020 were$205.1 million ,$176.1 million and$113.9 million , respectively. The increase in cash used in operations of$29.0 million from 2022 compared to 2021 is primarily attributable to increased operating loss and timing of payment and receipt of accounts payable and receivable. The decrease in cash provided by operations of$62.2 million from 2021 compared to 2020 is primarily attributable to increased management fees and carried interest paid to our Manager. The remainder of the variance is attributable to the timing of payment and receipt of accounts payable and receivable. Investing Cash Flows. Our cash flows provided by (used in) investing activities for the years endedDecember 31, 2022 , 2021, and 2020 were$521.2 million ,$(272.4) million and$(74.2) million , respectively. The change in cash provided by (used in) investing activities of$793.6 million from 2022 compared to 2021 is primarily attributable to proceeds from sales of investments partially offset by a decrease in new investment purchases. The increase in cash used in investing activities of$198.2 million from 2021 compared to 2020 is primarily attributable to increased investments in new businesses including Paysafe, Alight and Sightline, and decreased proceeds from sales of Ceridian stock, partially offset by increased distributions from unconsolidated affiliates and a partial sale of D&B shares. See our consolidated statement of cash flows included in Item 8 of Part II of this Annual Report for a detailed breakout of cash flows from purchases and sales of investments. Capital Expenditures. Total capital expenditures for property and equipment and other intangible assets were$14.3 million ,$13.7 million and$22.3 million for the years endedDecember 31, 2022 , 2021, and 2020, respectively. Capital expenditures in all years primarily consisted of purchases of property and equipment in our Restaurant Group segment and property improvements at our real estate operations. Expenditures in 2020 also include the Company's purchase of our corporate headquarters for$9.3 million . Financing Cash Flows. Our cash flows (used in) provided by financing activities for the years endedDecember 31, 2022 , 2021, and 2020 were$(154.2) million ,$(190.4) million and$379.1 million , respectively. The decrease in cash used in financing activities of$36.2 million from 2022 compared to 2021 is primarily attributable to a reduction in borrowings partially offset by increased purchases of treasury stock in 2022. The decrease in cash provided by financing activities of$569.5 million from 2021 compared to 2020 is primarily attributable to proceeds from our equity offering in 2020 and increased purchases of treasury stock in 2021.
Financing Arrangements. For a description of our historical financing arrangements see Note K to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.
Contractual Obligations. Our long-term contractual obligations generally include our credit agreements and debt facilities, lease payments and financing obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Manager.
See Note G to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our leasing arrangements.
Pursuant to the terms of the Management Services Agreement betweenCannae LLC and our Manager,Cannae LLC is obligated to pay our Manager a quarterly management fee equal to 0.375% (1.5% annualized) of the Company's cost of invested capital (as defined in the Management Services Agreement) as of the last day of each fiscal quarter, payable in arrears in cash, as may be adjusted pursuant to the terms of the Management Services Agreement. Management fees payable to our Manager are included for the initial 5-year term of the Management Services Agreement that began inSeptember 2019 and are based on our cost of invested capital of$2,461.6 million as ofDecember 31, 2022 . Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Restaurant Group has unconditional purchase obligations with various vendors, primarily related to food and beverage obligations with fixed commitments in regard to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. Future purchase obligations are estimated by assuming historical purchase activity over the remaining, non-cancellable terms of the various agreements. For agreements with minimum purchase obligations, at least the minimum amounts we are legally required to purchase are included. These agreements do not include fixed delivery terms. We used both historical and projected volume and pricing as ofDecember 31, 2022 to determine the amount of the obligations.
Restaurant Group financing obligations include its agreements to lease its corporate office and certain O'Charley's restaurant locations that are accounted for as failed sale and leaseback transactions.
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As of
2023 2024 2025 2026 2027 Thereafter Total
Unconditional purchase obligations $ 82.9 $ 6.3 $ 5.7 $ 4.7 $ - $ - $ 99.6
Operating lease payments 34.2 27.2 24.3 22.4 20.6 113.4 242.1
Notes payable 2.5 0.9 85.6 8.8 0.3 0.3 98.4
Management fees payable to Manager 36.9 30.8 - - - - 67.7
Restaurant Group financing
obligations 4.0 3.6 3.5 3.5 3.5 17.3 35.4
Total $ 160.5 $ 68.8 $ 119.1 $ 39.4 $ 24.4 $ 131.0 $ 543.2
Capital Stock Transactions. For information on our 2021 Repurchase Program and
2022 Repurchase Program, see discussion under the header Purchases of Equity
Securities by the Issuer included in Item 5 of Part II of this Annual Report.
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