The statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: changes in general economic, business and political conditions, including changes in the financial markets and changes in conditions resulting from the outbreak of a pandemic such as the novel coronavirus COVID-19 ("COVID-19"); the overall impact of the outbreak of COVID-19 and measures to curb its spread, including the effect of governmental or voluntary mitigation measures such as business shutdowns, social distancing, and stay-at-home orders; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; risks associated with our Split-Off from Fidelity National Financial, Inc., including the Investment Company Act of 1940; risks related to the externalization of certain of our management functions to our Manager; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2020 (our "Annual Report") and other filings with the SEC.

The following discussion should be read in conjunction with our Annual Report.

Overview

For a description of our business, including descriptions of segments and recent business developments, see the discussion under Basis of Financial Statements in Note A to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Part I, Item 2.



Business Trends and Conditions
Dun & Bradstreet. Businesses rely on business-to-business data and analytics
providers to extract data-driven insights and make better decisions. For
example, in commercial lending and trade credit, the scarcity of readily
available credit history makes the extension of credit a time-consuming and
imprecise process. In procurement, businesses face increasingly complex and
global supply chains, making the assessment of compliance and viability of all
suppliers prohibitively difficult and expensive if not conducted effectively. In
sales and marketing, businesses have benefited from the proliferation of
customer relationship management, Marketing Automation and Sales Acceleration
tools designed to help identify, track and improve both customer management and
prospecting growth activities. While these tools are helping to fill sales
funnels and improve the progression of opportunities, key challenges remain in
sales force productivity, effective client segmentation and marketing campaign
activation. Common stumbling blocks include incorrect, or outdated, contact
information, duplicated or inaccurate firmographic data and a lack of
synchronization between the various platforms in the marketing technology
ecosystem.
D&B helps its clients solve these mission critical business problems. D&B
believes the total addressable market (''TAM'') in which it operates is large,
growing and significantly underpenetrated. D&B participates in the big data and
analytics software market, as defined by Interactive Data Corporation, or IDC,
which represents a collection of software markets that functionally address
decision support and decision automation. This market includes business
intelligence and analytics tools, analytic data management and integration
platforms and analytics and performance management applications. Within the
broader market of data and analytics solutions, D&B serves a number of different
markets, including the commercial credit data, sales and marketing data and
Governance, Risk and Compliance ("GRC") markets to provide clients with
decisioning support and automation. As D&B continues to drive innovation in its
solutions, it expects to address a greater portion of this TAM as new use cases
for its data assets and analytical capabilities are introduced.
D&B believes there are several key trends in the global macroeconomic
environment generating additional growth in D&B's TAM and increasing the demand
for its solutions, including growing recognition by business of the value of
analytics and data-informed business decisioning, growth in data creation and
applications driven by the proliferation of new technologies with new data sets
and applications, advances in analytical capabilities that are unlocking the
value of data, and heightened compliance requirements in the regulatory
environment for business driven by the growth of new technologies.
Restaurant Group. The restaurant industry is highly competitive and is often
affected by changes in consumer tastes and discretionary spending patterns;
changes in general economic conditions; public safety conditions or concerns;
demographic trends; weather conditions; the cost of food products, labor, energy
and other operating costs; and governmental regulations. Higher labor costs due
to state and local minimum wage increases and shopping pattern shifts to
e-commerce and "ready to eat" grocery and convenience stores have had a negative
impact on restaurant performance, particularly in the casual and family dining
restaurants in which the company operates.
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The restaurant industry is also characterized by high capital investments for
new restaurants and relatively high fixed or semi-variable restaurant operating
expenses. Because of the high fixed and semi-variable expenses, changes in sales
in existing restaurants are generally expected to significantly affect
restaurant profitability because many restaurant costs and expenses are not
expected to change at the same rate as sales. The most significant commodities
that may affect our cost of food and beverage are beef, seafood, poultry, and
dairy, which accounted for approximately half of our overall cost of food and
beverage in the past. Generally, temporary increases in these costs are not
passed on to guests; however, in the past, we have adjusted menu prices to
compensate for increased costs of a more permanent nature.
Average weekly sales per restaurant are typically higher in the first and fourth
quarters than in other quarters, and we typically generate a disproportionate
share of our earnings from operations in the first and fourth quarters.
Holidays, severe weather and other disruptive conditions may impact sales
volumes seasonally in some operating regions.
Our revenues in future periods will continue to be subject to these and other
factors that are beyond our control and, as a result, are likely to fluctuate.
COVID-19. In March 2020, the outbreak of COVID-19 was declared a national health
emergency in the United States and worldwide. As a result of the unprecedented
social restrictions related to COVID-19, our Restaurant Group brands experienced
a significant reduction in guest counts beginning in the last two weeks of March
2020 and continuing through the end of the year. In response to the outbreak and
these changing conditions, our Restaurant Group brands closed the dining rooms
in substantially all of our restaurants in late March 2020 with substantially
all remaining closed to dine in customers through early May 2020. During such
time, most of our restaurants were solely operating to-go and delivery services
in the jurisdictions where government regulations permit restaurants to continue
to operate and where the guest demand made such operations sustainable. We
temporarily closed certain restaurants, modified work hours for our Restaurant
Group employees and identified and implemented cost savings measures throughout
our Restaurant Group operations.
Timing of reopening stores and resulting guest traffic has varied by
jurisdiction. In the second half of 2020, our Restaurant Group experienced a
gradual increase in guest traffic and revenues compared to the first half of
2020; however, the volume of customers visiting our stores remained below our
historical levels through December 31, 2020. We experienced an increase in
revenues from to-go and delivery sales from historical experience; however,
comparable store sales across all of our restaurant brands remained depressed
compared to previous years through the first quarter of 2021.
Coinciding with the first available vaccines for COVID-19 in December 2020,
capacity restrictions on dining rooms began to ease in most jurisdictions in
which our Restaurant Group operates. Furthermore, the U.S. government provided
significant stimulus to consumers through direct payments to U.S. citizens.
Through the three months ended March 31, 2021, we were still operating a limited
number of restaurants with restricted capacity. In light of recent spread of new
variants of COVID-19, uncertainty remains regarding the continued rate of
immunization in the public, timing of an economic recovery, and changed guest
decision-making with regard to dining in restaurants. Beginning in the three
months ended June 30, 2021, we began to experience increases in same store sales
compared to the corresponding period in 2020. However, same store sales remain
lower compared to the corresponding periods in 2019.
The COVID-19 outbreak and these responses have affected and may continue to
adversely affect our Restaurant Group brands' guest traffic, sales and operating
costs. See further discussion of the impact of COVID-19 on our Restaurant Group
in the Results of Operations subsection below.


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