Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 1-38300 | ||
Entity Registrant Name | CANNAE HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-1273460 | ||
Entity Address, Address Line One | 1701 Village Center Circle, | ||
Entity Address, City or Town | Las Vegas, | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89134 | ||
City Area Code | 702 | ||
Local Phone Number | 323-7330 | ||
Title of 12(b) Security | Cannae Common Stock, $0.0001 par value | ||
Trading Symbol | CNNE | ||
Security Exchange Name | NYSE | ||
Entity Well-Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,849,101,696 | ||
Entity Common Stock, Shares Outstanding | 86,486,034 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001704720 | ||
Current Fiscal Year End Date | --12-31 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche, LLP |
Auditor Location | Las Vegas, NV |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 85.8 | $ 724.7 |
Fixed maturity securities available for sale, at fair value | 0 | 35.2 |
Other current assets | 35.8 | 84.3 |
Total current assets | 121.6 | 844.2 |
Equity securities, at fair value | 1,045.1 | 1,799.1 |
Investments in unconsolidated affiliates | 2,261.3 | 1,453 |
Lease assets | 172 | 202.3 |
Property and equipment, net | 100.6 | 145.8 |
Other intangible assets, net | 26.9 | 51.8 |
Goodwill | 53.4 | 53.4 |
Other long term investments and noncurrent assets | 108.7 | 63.8 |
Total assets | 3,889.6 | 4,613.4 |
Current liabilities: | ||
Accounts payable and other accrued liabilities, current | 105.6 | 93.2 |
Lease liabilities, current | 23.8 | 26.2 |
Income taxes payable | 24.7 | 47.4 |
Deferred revenue | 23.1 | 23.9 |
Notes payable, current | 2.3 | 11.3 |
Total current liabilities | 179.5 | 202 |
Deferred tax liabilities | 143.8 | 325.3 |
Lease liabilities, long-term | 166.1 | 195.6 |
Notes payable, long-term | 14.1 | 52.2 |
Accounts payable and other accrued liabilities, long-term | 45 | 53.1 |
Total liabilities | 548.5 | 828.2 |
Commitments and contingencies - see Note M | ||
Equity: | ||
Cannae common stock, $0.0001 par value; authorized 115,000,000 shares as of December 31, 2021 and December 31, 2020; issued of 92,460,514 and 92,391,965 shares as of December 31, 2021 and December 31, 2020, respectively; and outstanding of 86,886,034 and 91,651,257 shares as of December 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Preferred stock, $0.0001 par value; authorized 10,000,000 shares; issued and outstanding, none as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Retained earnings | 1,642.8 | 1,929.8 |
Additional paid-in capital | 1,888.3 | 1,875.8 |
Less: Treasury stock, 5,574,480 and 740,708 shares as of December 31, 2021 and December 31, 2020, respectively, at cost | (188.6) | (21.1) |
Accumulated other comprehensive loss | (7.2) | (4.9) |
Total Cannae shareholders' equity | 3,335.3 | 3,779.6 |
Noncontrolling interests | 5.8 | 5.6 |
Total equity | 3,341.1 | 3,785.2 |
Total liabilities and equity | $ 3,889.6 | $ 4,613.4 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Par value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 115,000,000 | 115,000,000 |
Common stock, shares, issued (in shares) | 92,460,514 | 92,391,965 |
Common stock, shares, outstanding (in shares) | 86,886,034 | 91,651,257 |
Preferred stock, par or value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 5,574,480 | 740,708 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total operating revenues | $ 742.2 | $ 585.7 | $ 1,070 |
Operating expenses: | |||
Cost of restaurant revenue | 617.4 | 524.3 | 912.8 |
Personnel costs | 80.1 | 94.8 | 90.3 |
Depreciation and amortization | 26.6 | 30.7 | 40.7 |
Other operating expenses, including asset impairments | 151.6 | 116.6 | 133.4 |
Goodwill impairment | 0 | 7.8 | 10.4 |
Total operating expenses | 875.7 | 774.2 | 1,187.6 |
Operating loss | (133.5) | (188.5) | (117.6) |
Other income (expense): | |||
Interest, investment and other income | 21.1 | 17.2 | 15.6 |
Interest expense | (9.8) | (9) | (17.8) |
Recognized (losses) gains, net | (310.8) | 2,362.2 | 357.7 |
Total other (expense) income | (299.5) | 2,370.4 | 355.5 |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (433) | 2,181.9 | 237.9 |
Income tax (benefit) expense | (74) | 481.2 | 24.2 |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (359) | 1,700.7 | 213.7 |
Equity in earnings (losses) of unconsolidated affiliates | 72.6 | 59.1 | (115.1) |
(Loss) earnings from continuing operations | (286.4) | 1,759.8 | 98.6 |
Net loss from discontinued operations, net of tax - see Note N | 0 | 0 | (51.8) |
Net (loss) earnings | (286.4) | 1,759.8 | 46.8 |
Less: Net earnings (loss) attributable to non-controlling interests | 0.6 | (26.4) | (30.5) |
Net (loss) earnings attributable to Cannae Holdings, Inc. common shareholders | (287) | 1,786.2 | 77.3 |
Amounts attributable to Cannae Holdings, Inc. common shareholders | |||
Net (loss) earnings from continuing operations attributable to Cannae Holdings, Inc. common shareholders | (287) | 1,786.2 | 127.6 |
Net loss from discontinued operations attributable to Cannae Holdings, Inc. common shareholders | 0 | 0 | (50.3) |
Net (loss) earnings attributable to Cannae Holdings, Inc. common shareholders | $ (287) | $ 1,786.2 | $ 77.3 |
Basic | |||
Net (loss) earnings per share from continuing operations (in usd per share) | $ (3.19) | $ 20.84 | $ 1.77 |
Net loss per share from discontinued operations (in usd per share) | 0 | 0 | (0.70) |
Net (loss) earnings per share (in usd per share) | (3.19) | 20.84 | 1.07 |
Diluted | |||
Net (loss) earnings per share from continuing operations (in usd per share) | (3.19) | 20.79 | 1.76 |
Net loss per share from discontinued operations (in usd per share) | 0 | 0 | (0.69) |
Net (loss) earnings per share (in usd per share) | $ (3.19) | $ 20.79 | $ 1.07 |
Weighted average shares outstanding Cannae Holdings common stock, basic basis (in shares) | 90.1 | 85.7 | 72.2 |
Weighted average shares outstanding Cannae Holdings common stock, diluted basis (in shares) | 90.1 | 85.9 | 72.4 |
Restaurant revenue | |||
Revenues: | |||
Total operating revenues | $ 704.7 | $ 559.7 | $ 1,043.3 |
Other operating revenue | |||
Revenues: | |||
Total operating revenues | $ 37.5 | $ 26 | $ 26.7 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) earnings | $ (286.4) | $ 1,759.8 | $ 46.8 | |
Other comprehensive (loss) earnings, net of tax: | ||||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 0.6 | 10.7 | 0.1 |
Unrealized gain (loss) gain relating to investments in unconsolidated affiliates | [2] | 5.7 | (15.9) | 7.1 |
Reclassification of unrealized losses on investments in unconsolidated affiliates, net of tax, included in net earnings | [3] | 2.2 | 46.2 | 19.1 |
Reclassification of unrealized gains on investments and other financial instruments, net of tax, included in net earnings | [4] | (10.8) | 0 | 0 |
Other comprehensive (loss) earnings | (2.3) | 41 | 26.3 | |
Comprehensive (loss) earnings | (288.7) | 1,800.8 | 73.1 | |
Less: Comprehensive earnings (loss) attributable to noncontrolling interests | 0.6 | (26.4) | (30.5) | |
Comprehensive (loss) earnings attributable to Cannae | $ (289.3) | $ 1,827.2 | $ 103.6 | |
[1] | Net of income tax expense of $0.1 million, $2.9 million and less than $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||
[2] | Net of income tax expense (benefit) of $1.5 million, $(4.2) million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||
[3] | Net of income tax expense of $0.6 million, $12.3 million and $5.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||
[4] | Net of income tax benefit of $2.9 million for the year ended December 31, 2021. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Statement of Comprehensive Income [Abstract] | ||||||
Unrealized gain on investments and other financial instruments, tax expense | [1] | $ 0.1 | $ 2.9 | $ 0.1 | ||
Unrealized (loss) gain relating to investments in unconsolidated affiliates, tax expense (benefit) | [2] | 1.5 | (4.2) | 1.9 | ||
Reclassification of unrealized losses on investments in unconsolidated affiliates, tax expense | $ 0.6 | $ 12.3 | [3] | 5.1 | [3] | |
Reclassification from accumulated other comprehensive income for gain, tax expense (benefit) | [4] | $ (2.9) | ||||
[1] | Net of income tax expense of $0.1 million, $2.9 million and less than $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||||
[2] | Net of income tax expense (benefit) of $1.5 million, $(4.2) million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||||
[3] | Net of income tax expense of $0.6 million, $12.3 million and $5.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||||
[4] | Net of income tax benefit of $2.9 million for the year ended December 31, 2021. |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Unconsolidated affiliates | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalUnconsolidated affiliates | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comp (Loss) Earnings | Accumulated Other Comp (Loss) EarningsCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Non-controlling Interests | ||
Beginning balance (in shares) at Dec. 31, 2018 | 72,200,000 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2018 | $ 1,199.7 | $ 15.5 | $ 0 | $ 1,146.2 | $ 45.8 | $ 20.5 | $ (67.2) | $ (5) | $ (0.2) | $ 75.1 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | 0.1 | [1] | 0.1 | |||||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax | 7.1 | [2] | 7.1 | |||||||||||
Reclassification adjustments for unrealized gains and losses on investments and other financial instruments, net of tax, (excluding investments in unconsolidated affiliates) included in net earnings | [3] | 0 | ||||||||||||
Reclassification of unrealized gains and losses on investments in unconsolidated affiliates, net of tax, included in net earnings | 19.1 | [4] | 19.1 | |||||||||||
Equity offering, net of offering costs (in shares) | 7,500,000 | |||||||||||||
Equity offering, net of offering costs | 236 | 236 | ||||||||||||
Dun & Bradstreet equity issuance costs | (1.4) | (1.4) | ||||||||||||
Treasury stock repurchases (in shares) | 200,000 | |||||||||||||
Treasury stock repurchases | (4.9) | $ (4.9) | ||||||||||||
Shares withheld for taxes and in treasury | (0.8) | $ (0.8) | ||||||||||||
Stock-based compensation | 4.6 | $ 10.6 | 4 | $ 10.6 | 0.6 | |||||||||
Contribution of CSA services from FNF | 1.3 | 1.3 | ||||||||||||
Deconsolidation of T-System | (2.9) | (2.9) | ||||||||||||
Subsidiary dividends paid to noncontrolling interests | (1) | (1) | ||||||||||||
Net earnings (loss) | 46.8 | 77.3 | (30.5) | |||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 79,700,000 | 200,000 | ||||||||||||
Ending balance at Dec. 31, 2019 | 1,529.8 | $ 0 | 1,396.7 | 143.6 | (45.9) | $ (5.9) | 41.3 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Restaurant Group Reorganization | (5.5) | 6.8 | (12.3) | |||||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | 10.7 | [1] | 10.7 | |||||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax | (15.9) | [2] | (15.9) | |||||||||||
Reclassification adjustments for unrealized gains and losses on investments and other financial instruments, net of tax, (excluding investments in unconsolidated affiliates) included in net earnings | [3] | 0 | ||||||||||||
Reclassification of unrealized gains and losses on investments in unconsolidated affiliates, net of tax, included in net earnings | 46.2 | [4] | 46.2 | |||||||||||
Equity offering, net of offering costs (in shares) | 12,700,000 | |||||||||||||
Equity offering, net of offering costs | 455 | 455 | ||||||||||||
Sale of noncontrolling interest in consolidated subsidiary | 3.7 | 3.7 | ||||||||||||
Treasury stock repurchases (in shares) | 500,000 | |||||||||||||
Treasury stock repurchases | (14.4) | $ (14.4) | ||||||||||||
Shares withheld for taxes and in treasury | (0.8) | $ (0.8) | ||||||||||||
Stock-based compensation | 4.2 | 11.9 | 4.2 | 11.9 | ||||||||||
Contribution of CSA services from FNF | 1.2 | 1.2 | ||||||||||||
Subsidiary dividends paid to noncontrolling interests | (0.7) | (0.7) | ||||||||||||
Net earnings (loss) | 1,759.8 | 1,786.2 | (26.4) | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 92,400,000 | 700,000 | ||||||||||||
Ending balance at Dec. 31, 2020 | 3,785.2 | $ 0 | 1,875.8 | 1,929.8 | (4.9) | $ (21.1) | 5.6 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 92,400,000 | 700,000 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 3,785.2 | $ 0 | 1,875.8 | 1,929.8 | (4.9) | $ (21.1) | 5.6 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax | 0.6 | [1] | 0.6 | |||||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax | 5.7 | [2] | 5.7 | |||||||||||
Reclassification adjustments for unrealized gains and losses on investments and other financial instruments, net of tax, (excluding investments in unconsolidated affiliates) included in net earnings | (10.8) | [3] | (10.8) | |||||||||||
Reclassification of unrealized gains and losses on investments in unconsolidated affiliates, net of tax, included in net earnings | $ 2.2 | [4] | 2.2 | |||||||||||
Treasury stock repurchases (in shares) | 4,828,168 | 4,800,000 | ||||||||||||
Treasury stock repurchases | $ (167.3) | $ (167.3) | ||||||||||||
Shares withheld for taxes and in treasury (in shares) | 100,000 | |||||||||||||
Shares withheld for taxes and in treasury | (0.2) | $ (0.2) | ||||||||||||
Stock-based compensation | 2.4 | $ 10.1 | 2.4 | $ 10.1 | ||||||||||
Subsidiary dividends paid to noncontrolling interests | (0.4) | (0.4) | ||||||||||||
Net earnings (loss) | (286.4) | (287) | 0.6 | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 92,400,000 | 5,600,000 | ||||||||||||
Ending balance at Dec. 31, 2021 | $ 3,341.1 | $ 0 | $ 1,888.3 | $ 1,642.8 | $ (7.2) | $ (188.6) | $ 5.8 | |||||||
[1] | Net of income tax expense of $0.1 million, $2.9 million and less than $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||||||||||||
[2] | Net of income tax expense (benefit) of $1.5 million, $(4.2) million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |||||||||||||
[3] | Net of income tax benefit of $2.9 million for the year ended December 31, 2021. | |||||||||||||
[4] | Net of income tax expense of $0.6 million, $12.3 million and $5.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ (286.4) | $ 1,759.8 | $ 46.8 |
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Depreciation and amortization | 26.4 | 30.7 | 54.5 |
Equity in (earnings) losses of unconsolidated affiliates | (72.6) | (59.1) | 115.1 |
Distributions from investments in unconsolidated affiliates | 23.7 | 128.4 | 2 |
Recognized losses (gains) and impairments of assets, net | 309.2 | (2,343.5) | (256.9) |
Lease asset amortization | 22.6 | 25.1 | 38.8 |
Stock-based compensation cost | 2.4 | 4.2 | 4.6 |
Changes in assets and liabilities, net of effects from acquisitions: | |||
Net decrease (increase) in other assets | 27.7 | (31.4) | (18) |
Net (decrease) increase in accounts payable, accrued liabilities, deferred revenue and other | (1.2) | 26 | 8.4 |
Net decrease in lease liabilities | (23.9) | (28.3) | (46.9) |
Net change in income taxes | (204) | 374.2 | (32.6) |
Net cash used in operating activities | (176.1) | (113.9) | (84.2) |
Cash flows from investing activities: | |||
Distributions from investments in unconsolidated affiliates | 298.1 | 48.3 | 1 |
Proceeds from the sale of investments in unconsolidated affiliates, equity securities and other investments | 72.6 | 9.9 | 4.8 |
Proceeds from sales of VIBSQ, Legendary Baking and RCI | 63.2 | 0 | 0 |
Proceeds from the sale of property and equipment | 10.4 | 4.4 | 21.4 |
Collections of notes receivable | 2.8 | 7.2 | 0 |
Cash acquired upon acquisition of Legendary Baking and VIBSQ - see Note I | 0 | 8.6 | 0 |
Net proceeds from sales and maturities of short term investments | 0 | 0.5 | 30.9 |
Cash proceeds from the contribution of T-System to CorroHealth, net of cash transferred | 0 | 0 | 66.9 |
Investments in Paysafe, net of subscription fees earned | (514.7) | 0 | 0 |
Investments in Alight, net of subscription fees earned | (446.3) | 0 | 0 |
Additions to notes receivable | (18.6) | (37.3) | 0 |
Additions to property and equipment and other intangible assets | (13.7) | (22.3) | (28.3) |
Cash deconsolidated at the inception of the Blue Ribbon Reorganization | 0 | (1.1) | 0 |
Net other investing activities | 2.6 | 0.1 | 3 |
Net cash used in investing activities | (272.4) | (74.2) | (24.2) |
Cash flows from financing activities: | |||
Borrowings, net of debt issuance costs | 206.6 | 45.2 | 367.3 |
Debt service payments | (236.4) | (108.8) | (290.8) |
Equity offering proceeds, net of capitalized costs | 0 | 455 | 236 |
Sale of noncontrolling interest in consolidated subsidiary | 0 | 3.7 | 0 |
Subsidiary distributions paid to noncontrolling interest shareholders | (0.2) | (0.8) | (0.9) |
Proceeds from Restaurant Group sale and leaseback of corporate office, net of issuance costs | 0 | 0 | 13.2 |
Payment for shares withheld for taxes and in treasury | (0.2) | (0.8) | (0.8) |
Purchases of treasury stock | (160.2) | (14.4) | (4.9) |
Net cash (used in) provided by financing activities | (190.4) | 379.1 | 319.1 |
Net (decrease) increase in cash and cash equivalents | (638.9) | 191 | 210.7 |
Cash and cash equivalents at beginning of period, including cash of discontinued operations | 724.7 | 533.7 | 323 |
Cash and cash equivalents at end of period, including cash of discontinued operations | 85.8 | 724.7 | 533.7 |
Ceridian | |||
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Equity in (earnings) losses of unconsolidated affiliates | 0 | (1.5) | (16.4) |
Cash flows from investing activities: | |||
Proceeds from sale of Ceridian and D&B shares | 400.8 | 721 | 477.9 |
Dun & Bradstreet | |||
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Equity in (earnings) losses of unconsolidated affiliates | 13.5 | 46.8 | 132.8 |
Cash flows from investing activities: | |||
Proceeds from sale of Ceridian and D&B shares | 186 | 0 | 0 |
Investments in unconsolidated affiliates, Dun & Bradstreet, net of capitalized syndication fees | 0 | (200) | (526.1) |
Sightline | |||
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Equity in (earnings) losses of unconsolidated affiliates | 2.4 | 0 | 0 |
Cash flows from investing activities: | |||
Investments in unconsolidated affiliates, Dun & Bradstreet, net of capitalized syndication fees | (272) | 0 | 0 |
Other Investments In Unconsolidated Affiliates | |||
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Equity in (earnings) losses of unconsolidated affiliates | (20.7) | (117.8) | (1.3) |
Cash flows from investing activities: | |||
Investments in unconsolidated affiliates, Dun & Bradstreet, net of capitalized syndication fees | (43.6) | (324.5) | (75.7) |
Optimal Blue | |||
Adjustments to reconcile net (loss) earnings to net cash used in operating activities: | |||
Equity in (earnings) losses of unconsolidated affiliates | 13.8 | 9.4 | 0 |
Cash flows from investing activities: | |||
Investments in unconsolidated affiliates, Dun & Bradstreet, net of capitalized syndication fees | $ 0 | $ (289) | $ 0 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Summary of Significant Accounting Policies | Business and Summary of Significant Accounting Policies The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” "Cannae," or the "Company”), which have been followed in preparing the accompanying Consolidated Financial Statements. Description of Business We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long-term. From time to time, we also seek to take meaningful majority and minority equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business and we have no preset time constraints dictating when we sell or dispose of our businesses. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. Our primary assets as of December 31, 2021 include our ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"), Ceridian HCM Holding, Inc. ("Ceridian"), Alight, Inc. ("Alight"), Paysafe Limited ("Paysafe"), Sightline Payments Holdings, LLC ("Sightline" or "Sightline Payments"), Optimal Blue Holdco, LLC ("Optimal Blue") and AmeriLife Group, LLC ("AmeriLife"); majority equity ownership stakes in O'Charley's Holdings, LLC ("O'Charley's") and 99 Restaurants Holdings, LLC ("99 Restaurants"); various other controlled portfolio companies and certain minority equity ownership interests. See Note Q 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”). Split-off of Cannae from FNF On November 17, 2017, Fidelity National Financial, Inc. (“FNF”) redeemed each outstanding share of its FNF Ventures ("FNFV") Group common stock, par value $0.0001, for one share of common stock, par value $0.0001, of a newly formed entity, Cannae (the "Split-Off"). In conjunction with the Split-Off, FNF contributed to us its portfolio of investments unrelated to its primary insurance and real estate operations, which included majority and minority equity ownership interests in a number of entities and certain fixed income investments. On November 20, 2017, Cannae common stock began “regular-way” trading on The New York Stock Exchange under the “CNNE” stock symbol. Following the Split-Off, FNF and Cannae operate as separate, publicly-traded companies. In connection with the Split-Off, FNF and Cannae entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements include a reorganization agreement, a corporate services agreement, a registration rights agreement, a voting agreement and a tax matters agreement. The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Cannae and FNF with respect to and resulting from the Split-Off. The tax matters agreement provides for the allocation and indemnification of tax liabilities and benefits between FNF and Cannae and other agreements related to tax matters. The voting and registration rights agreements provide for certain appearance and voting restrictions and registration rights on shares of Cannae owned by FNF after consummation of the Split-Off. Pursuant to the corporate services agreement (the "CSA"), FNF has provided Cannae with certain "back office" services including legal, tax, accounting, treasury and investor relations support. Cannae will reimburse FNF for direct, out-of-pocket expenses incurred by FNF in providing these services. On October 7, 2020, the Company entered into an Extension of Corporate Services Agreement (the “Extension”) with FNF. Pursuant to the Extension, the term of the CSA was extended for two years until November 17, 2022 (the “Extended Term”). During the Extended Term, FNF will provide certain corporate services to Cannae at FNF’s Standard Allocation (as defined in the CSA), plus 10%, and Cannae agrees to pay or reimburse FNF for any fees, costs or other expenses paid by FNF to third parties in connection with the corporate services. The CSA will automatically renew for successive one unless the parties mutually agree to terminate the CSA at least thirty days prior to the applicable termination date. No later than 30 days prior to such termination date, the parties shall negotiate mutually agreeable arm’s length terms for each additional one year term. Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. The Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the CSA and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. Both FNF and Cannae believe such allocations are reasonable; however, they may not be indicative of the actual results of operations or cash flows of the Company had the Company been operating as an independent, publicly traded company for the periods presented or the amounts that will be incurred by the Company in the future. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. All intercompany profits, transactions and balances have been eliminated. Our ownership interests in non-majority-owned partnerships and affiliates are accounted for under the equity method of accounting or as equity securities. Earnings attributable to noncontrolling interests are recorded on the Consolidated Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Consolidated Balance Sheets in each period. Management Estimates The preparation of these Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the carrying amount and depreciation of property and equipment (Note E), the valuation of acquired intangible assets (Note H and Note I), fair value measurements (Note C), and accounting for income taxes (Note L). Actual results could differ from estimates. Recent Developments Ceridian On May 20, 2021, 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 $175.0 million. In September 2021, we completed the sale of 1.0 million shares of common stock of Ceridian for proceeds of $100.0 million pursuant to the terms of a covered call agreement. On October 21, 2021, we completed the sale of an additional 1.0 million shares of common stock of Ceridian pursuant to Rule 144. In connection with the sale, we received proceeds of $125.8 million in October 2021. As of December 31, 2021, we owned 10.0 million shares of Ceridian common stock which represented approximately 6.6% of the outstanding common stock of Ceridian. See Notes C and D for further discussion of our accounting for our investment in Ceridian and other equity securities. In January 2022, we completed the sales of an additional 2.0 million shares of common stock of Ceridian pursuant to Rule 144. In connection with the sales, we received gross proceeds of $173.3 million in January 2022. As of the date of this Annual Report, we own 8.0 million shares of Ceridian common stock which represented approximately 5.3% of the outstanding common stock of Ceridian. Dun & Bradstreet On January 8, 2021, D&B completed its acquisition of Bisnode Business Information Group AB (the "Bisnode Acquisition"). In connection with the Bisnode Acquisition, D&B issued an additional 6.2 million shares of its common stock, which resulted in a decrease in our ownership interest in D&B from approximately 18.1% to approximately 17.7% and a non-cash gain of $18.6 million in the year ended December 31, 2021. On June 28, 2021, we completed the sale of an aggregate of 8.5 million shares of common stock of D&B (the "D&B Share Sale") pursuant to Rule 144. In connection with the D&B Share Sale, we received aggregate proceeds of $186.0 million and recorded a gain of $111.1 million. As a result of the D&B Share Sale, we now own 68.1 million shares of D&B, which represents approximately 15.8% of its outstanding common stock as of December 31, 2021. See Note D for further discussion of our accounting for our ownership interest in D&B. On February 15, 2022, we received 21.8 million shares of D&B as partial consideration for our sale of Optimal Blue. Subsequently, we transferred 1.6 million of the shares received to our Manager as part of our carried interest paid related to the sale. See discussion under the header Optimal Blue below for further information. Following the receipt of these additional shares of D&B and payment of carried interest, we own 88.3 million shares of D&B which represents approximately 20.5% of its outstanding common stock. Alight On January 25, 2021, Foley Trasimene Acquisition Corp. ("FTAC") entered into a business combination agreement with predecessor of Alight, a leading cloud-based provider of integrated digital human capital and business solutions, as amended and restated April 29, 2021, by and among FTAC, Alight and other parties thereto (the "FTAC Alight Business Combination"). Also on January 25, 2021, Cannae entered into an agreement to purchase 25 million shares of Alight for $250.0 million as part of a private investment in public equity ("PIPE") raised in conjunction with the FTAC Alight Business Combination (the "Alight Subscription Agreement"). During the quarter ended June 30, 2021, Cannae funded the following: (a) $250.0 million pursuant to the Alight Subscription Agreement, (b) $150.0 million pursuant to a previously announced forward purchase agreement with FTAC (the "FTAC FPA") entered into on May 8, 2020 and (c) $52.4 million for the purchase of 5.2 million shares of FTAC on the open market (the "Purchased Shares"). In July 2021, we sold 1.0 million of the Purchased Shares for aggregate proceeds of $10.3 million. On July 2, 2021, FTAC completed the FTAC Alight Business Combination in accordance with the relevant business combination agreement. The combined company operates as Alight and is traded on the New York Stock Exchange ("NYSE") under the symbol ALIT. The FTAC Alight Business Combination was funded with the cash held in trust at FTAC, forward purchase commitments, PIPE commitments and equity of Alight. For Cannae’s total net investment in Alight of $446.6 million, inclusive of our previous $4.5 million investment in the sponsor of FTAC (the "FTAC Sponsor") and net of the Purchased Shares sold, Cannae received 50,390,129 common shares and 5,000,000 warrants of Alight (the "Alight Warrants") and 3,026,666 LLC units of Alight's operating subsidiary with substantially the same terms as Alight's public warrants and indirectly held by the Company through its interest in the FTAC Sponsor. In connection with our participation in the PIPE and deal syndication, Cannae earned $6.1 million of fees which were deducted from the basis of our ownership interest in Alight. On November 29, 2021, Alight announced the redemption of all of its outstanding warrants to purchase shares of the Alight’s Class A common stock. In accordance with the warrant agreement, upon delivery of the notice of redemption, the warrants could be exercised either for cash or on a cashless basis in exchange for common shares of Alight. We elected the cashless exercise and in December 2021 we received 1,300,000 shares of Alight's Class A Common Stock directly and 786,933 shares indirectly through our ownership interest in the FTAC Sponsor. As of December 31, 2021, Cannae directly and indirectly through the FTAC Sponsor owns 52.5 million shares of Alight which represented approximately 10.0% of its outstanding common equity. We account for our direct ownership interest in common equity of Alight and ownership in the FTAC Sponsor as equity method investments. See Note D for further discussion of our accounting for our ownership interest in Alight. Paysafe On March 30, 2021, Foley Trasimene Acquisition Corp. II ("FTAC II") completed its previously announced merger with Paysafe Limited ("Paysafe"), a leading integrated payments platform (the "FTAC II Paysafe Merger"), in accordance with the agreement and plan of merger dated December 7, 2020. The combined company operates as Paysafe and is traded on the NYSE under the symbol PSFE. The FTAC II Paysafe Merger was funded with the cash held in trust at FTAC II, forward purchase commitments, PIPE commitments and equity of Paysafe. In conjunction with the FTAC II Paysafe Merger, Cannae funded: (a) $350.0 million as part of our subscription to the PIPE (the "Paysafe Subscription Agreement" and collectively with the Alight Subscription Agreement the "Subscription Agreements") and (b) $150.0 million as part of our forward purchase agreement with FTAC II entered into on July 31, 2020 (the "FTAC II FPA"). For Cannae’s total investment in Paysafe of $504.7 million, inclusive of our previous investment in the sponsor of FTAC II ("FTAC II Sponsor"), Cannae received 54,294,395 common shares and 5,000,000 Paysafe warrants and 3,134,067 LLC units of Paysafe's operating subsidiary with substantially the same terms as Paysafe's public warrants (collectively, the "Paysafe Warrants"). In connection with our participation in the PIPE, Paysafe paid Cannae a fee of $5.6 million as described in the agreement and plan of merger dated December 7, 2020, which was deducted from the basis of our ownership interest. In September 2021, the sponsor of FTAC II distributed all of its interest in Paysafe to its limited partners. As a result, Cannae now directly holds all of its interest in common equity of Paysafe and Paysafe Warrants. In December of 2021, Cannae purchased 5.7 million shares of Paysafe on the open market for $22.4 million. As of December 31, 2021, Cannae directly owns 59.8 million shares which represented approximately 8.3% of the outstanding common equity of Paysafe. We account for our ownership of the common equity of Paysafe under the equity method of accounting and the Paysafe Warrants as a derivative. See Notes C and D for further discussion of our accounting for our ownership interest in common equity and warrants of Paysafe. Optimal Blue On February 15, 2022, we completed the disposition of our ownership interests in Optimal Blue to Black Knight, Inc. (“Black Knight”) and its subsidiaries (the “Optimal Blue Disposition”), pursuant to a purchase agreement dated as of February 15, 2022, by and among Black Knight, Cannae, and Optimal Blue, among others. In conjunction with the Optimal Blue Disposition, Cannae received aggregate consideration of (y) $144.5 million in cash and (z) 21.8 million shares of common stock, par value $0.0001 per share, of Dun & Bradstreet. Following the consummation of the Optimal Blue Disposition, Cannae no longer has any ownership interest in Optimal Blue. Forward Purchases of Equity of Special Purpose Acquisition Companies On February 25, 2021, we entered into a forward purchase agreement (the "AAI FPA") with Austerlitz Acquisition Corporation I (“AAI”), a special purpose acquisition company ("SPAC") whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "AAI Initial Business Combination"). AAI is co-sponsored by entities affiliated with the chairman of our Board of Directors ("Board"), William P. Foley II. Additionally, Cannae invested $1.6 million in the sponsor of AAI for a 10% indirect economic interest in the founder shares and warrants held by the sponsor. The AAI FPA was contingent upon the closing of the AAI Initial Business Combination. On May 10, 2021, AAI entered into a Business Combination Agreement (the “WIL Business Combination Agreement”) by and among AAI, Wave Merger Sub Limited, an exempted company incorporated in Bermuda and a direct, wholly owned subsidiary of AAI (“Merger Sub”), and Wynn Interactive Ltd., an exempted company incorporated in Bermuda (“WIL”). In connection with the signing of the WIL Business Combination Agreement, we and AAI terminated the AAI FPA, and we entered into a backstop facility agreement (the "WIL Backstop Agreement") whereby we agreed, subject to the other terms and conditions included therein, to subscribe for AAI Class A Ordinary Shares in order to fund redemptions by shareholders of AAI in connection with the WIL Business Combination Agreement, in an amount of up to $690.0 million (the "WIL Backstop Subscription"), in consideration for a placement fee of $3.5 million. On November 11, 2021, we and AAI entered into a mutual termination agreement (the "Mutual Termination Agreement") to terminate the WIL Business Combination Agreement. In conjunction with the Mutual Termination Agreement, AAI received $5.0 million as reimbursement for out-of-pocket expenses. As a result of the termination of the WIL Business Combination Agreement, both the Backstop Agreement and the Amended and Restated Sponsor Agreement were automatically terminated. On February 25, 2021, we entered into a forward purchase agreement (the "AAII FPA") with Austerlitz Acquisition Corp. II ("AAII"), a SPAC whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "AAII Initial Business Combination"). AAII is co-sponsored by entities affiliated with William P. Foley II. Under the AAII FPA, we agreed to purchase an aggregate of 12,500,000 shares of AAII’s Class A common stock, plus an aggregate of 3,125,000 redeemable warrants to purchase one share of AAII's Class A common stock at $11.50 per share for an aggregate purchase price of $125.0 million in a private placement to occur concurrently with the closing of the AAII Initial Business Combination. Additionally, Cannae directly invested $29.6 million for a 20% indirect economic interest in the founder shares held by the sponsor and a direct interest in 19,733,333 private placement warrants of AAII (the "AAII Warrants") at the initial public offering. The AAII FPA is contingent upon the closing of the AAII Initial Business Combination. On June 5, 2020, we entered into a forward purchase agreement (the "Trebia FPA") with Trebia Acquisition Corp. ("Trebia"), a SPAC incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the "Trebia Initial Business Combination"). Trebia is co-sponsored by entities affiliated with the chairman and a member of our Board, William P. Foley II and Frank R. Martire, respectively. On June 28, 2021, Trebia entered into a business combination agreement by and among Trebia, S1 Holdco LLC, a Delaware limited liability company ("S1 Holdco"), System1 SS Protect Holdings, Inc., a Delaware corporation ("Protected"), and the other parties named therein (the "Trebia S1 Business Combination Agreement"). The Trebia S1 Business Combination Agreement provides for, among other things, the consummation of certain transactions whereby each of (i) System1, LLC, a Delaware limited liability company and the current operating subsidiary of S1 Holdco, and (ii) Protected.net Group Limited, a private limited company organized under the laws of the United Kingdom and the current operating subsidiary of Protected, will become subsidiaries of Trebia (the "Trebia S1 Business Combination"). In connection with the signing of the Trebia S1 Business Combination Agreement, we and Trebia terminated the Trebia FPA, and we entered into a backstop facility agreement (the "S1 Backstop Agreement" and together with the WIL Backstop Agreement, the "Backstop Agreements") whereby we agreed, subject to the other terms and conditions included therein, to subscribe for Trebia Class A Common Stock in order to fund redemptions by shareholders of Trebia in connection with the Business Combination, in an amount of up to $200.0 million (the "S1 Backstop Subscription"). In connection with Cannae’s entry into the S1 Backstop Agreement, the sponsors of Trebia have agreed to forfeit up to 1,275,510 Trebia Class B Ordinary Shares (and Trebia has agreed to issue to Cannae a number of shares of Trebia Class A Common Stock equal to such forfeiture) as consideration in the event that the S1 Backstop Subscription is drawn due to redemptions. On January 10, 2022, we entered into an amendment to the S1 Backstop Agreement pursuant to which our commitment to fund redemptions increased from $200.0 million to $250.0 million. Also on January 10, 2022, we entered into an amended and restated sponsor agreement with the sponsors or Trebia pursuant to which Trebia will forfeit up to an additional 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. On January 27, 2022, the Trebia System1 Business Combination was completed and System1 merged with and into Trebia, with System1, Inc. ("System1") as the surviving corporation. Beginning on January 28, 2022, System1’s common stock began trading on the NYSE under the ticker symbol “SST.” Upon the completion of the Trebia System1 Business Combination, Cannae has invested a total of $248.3 million in System1, directly and indirectly owns 28.2 million of System1 common shares and 1.2 million warrants to purchase SST common shares. As a result, Cannae has an approximate 26% ownership of System1. Refer to Note C and G for further discussion of our accounting for the AAII FPA, the AAII Warrants and the S1 Backstop Agreement. QOMPLX On March 1, 2021, Tailwind Acquisition Corp. ("Tailwind") entered into a business combination agreement to merge with QOMPLX, Inc. ("QOMPLX") (the "Tailwind QOMPLX Merger"). In conjunction with the Tailwind QOMPLX Merger, Cannae entered into an agreement to purchase 4.6 million shares of common stock of the combined company for $37.5 million as part of a subscription to the PIPE. Additionally, in March 2021, Cannae funded a convertible note to QOMPLX for $12.5 million that matures on March 3, 2022 (the "QOMPLX Note"). During the quarter ended September 30, 2021, Cannae funded an additional $6.0 million, which was added to the existing QOMPLX Note. On August 17, 2021, QOMPLX and Tailwind mutually agreed to terminate the Tailwind QOMPLX Merger citing market conditions, which prevented certain closing conditions from being satisfied. The termination of the Tailwind QOMPLX Merger also terminated the Tailwind Subscription Agreement. The termination had no effect on the QOMPLX Note. In November 2021, QOMPLX converted all of its outstanding convertible notes into preferred stock and redeemed $7.5 million of such preferred stock held by Cannae. As a result, Cannae holds approximately 14.5 million shares of preferred stock of QOMPLX representing approximately 19.3% of QOMPLX’s outstanding equity. Restaurant Group During the year ended December 31, 2021, we commenced a plan to sell or dispose of the assets of Legendary Baking Holdings I, LLC ("Legendary Baking") and VIBSQ Holdco, LLC ("VIBSQ") and their subsidiaries. On June 24, 2021, we entered into a membership purchase agreement for the sale of certain net assets of VIBSQ and its subsidiaries for $13.5 million. On July 30, 2021, we closed on the sale of such VIBSQ net assets and recorded a loss of $9.4 million, which is included in Recognized gains (losses), net on the Consolidated Statement of Operations for the year ended December 31, 2021. On August 10, 2021, we entered into an asset purchase agreement for the sale of certain net assets of Legendary Baking and its subsidiaries for $6.1 million and we recorded a loss of $7.0 million as a result of classifying Legendary Baking as held for sale. On September 7, 2021, we closed on the sale and recorded an additional loss of $3.9 million. Both losses are included in Recognized gains (losses), net on the Consolidated Statement of Operations in the year ended December 31, 2021. Subsequent to the transactions, other than the winding down of certain immaterial retained assets and liabilities of Legendary Baking and VIBSQ, we have no further material involvement in Legendary Baking or VIBSQ. Other Developments Our Board authorized a three three On March 31, 2021, we closed on a $32.0 million acquisition of an ownership interest in Sightline Payments LLC ("Sightline"), a fintech company that enables cashless, mobile and omnichannel payment solutions for the gaming, lottery, sports betting, entertainment and hospitality businesses. On August 16, 2021, we acquired an additional $240.0 million of ownership interest in Sightline. Our total ownership interest represents 32.6% of the outstanding membership interests in Sightline at the time of the transaction and is accounted for using the equity method. See Note C and D for further discussion of the Company's accounting for ownership interests in unconsolidated affiliates. During the year ended December 31, 2021, we received distributions of $283.2 million from our joint venture (the "Senator JV") with affiliates of Senator Investment Group, LP. In 2020, we received an aggregate of $198.6 million of distributions from the Senator JV. Of the distributions received in 2020, $25.8 million represented the return of our deposit previously held by the Senator JV and the remainder resulted from the Senator JV's sales of CoreLogic, Inc. Using the cumulative earnings approach, $126.4 million of the distributions resulting from the Senator JV in the year ended December 31, 2020 are considered a return on our investment in the Senator JV and are classified as cash inflows from operating activities in our Consolidated Statement of Cash Flows for the year ended December 31, 2020. We have no further material ownership interest in the Senator JV. On May 21, 2021, Ceska zbrojovka Group SE (“CZG”) acquired 100% of the outstanding equity of Colt Holdings, LLC ("Colt"). In conjunction with the transaction, we received $37.3 million for our holdings of Colt corporate debt securities, including accrued interest thereon, $1.4 million for our equity in Colt and received $0.4 million of cash and $3.6 million of CZG equity securities for our holdings of Colt equity interests in October 2021. We recorded a gain of $20.3 million on the transaction, inclusive of $10.9 million (net of $2.9 million of deferred taxes) of gains reclassified from other comprehensive earnings. We have the opportunity to receive additional equity securities of CZG contingent on future operating results of Colt. Subsequent to the transaction, we have no further ownership interest in Colt debt or equity securities. During the year ended December 31, 2021, we commenced a plan to sell Rock Creek Idaho Holdings, LLC ("RC"). On August 10, 2021, we entered into an asset purchase agreement for the sale of certain net assets of RC and its subsidiaries for $44.2 million, consisting of cash of $9.2 million, net of transaction costs, and a note receivable of $35.0 million. We recorded a gain of $18.9 million as a result of the sale, which is included in Recognized gains (losses), net on the Consolidated Statement of Operations for the year ended December 31, 2021. The chairman of our Board, William P. Foley II is a partner in the joint venture that purchased RC. The Company collected the full amount of the note receivable, plus interest, prior to December 31, 2021. Subsequent to the transaction, we have no further involvement in RC. On October 14, 2021, Capital One Financial Corporation announced that it entered into a definitive agreement to purchase Triple Tree, LLC ("Triple Tree"), the investment banking subsidiary of Triple Tree Holdings, LLC ("TTH"). Cannae owns a 24.6% fully diluted interest in TTH. As a result of the sale, the two businesses comprising TTH became two separate organizations. TripleTree joined the Capital Markets group of Capital One Commercial Bank as a wholly owned subsidiary, operating under the current TripleTree brand. TTCP Management Services, LLC, continues as an independent, Minneapolis-based principal investor focused on healthcare technology and services. The transaction closed in November 2021 and we received $35.2 million of distributions from TTH related to the sale. On January 18, 2022, we received an additional distribution of $14.0 million. Cash and Cash Equivalents Highly liquid instruments, including money market instruments, purchased as part of cash management with original maturities of three months or less, and certain amounts in transit from credit and debit card processors, are considered cash equivalents. The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate their fair value. Investments Equity securities include our investment in Ceridian and are carried at fair value. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Fixed maturity securities, which may be sold prior to maturity, are carried at fair value and are classified as available for sale as of the balance sheet dates. Fair values for fixed maturity securities are principally a function of current market conditions and are valued based on quoted prices in markets that are not active or model inputs that are unobservable. Discount or premium is recorded for the difference between the purchase price and the principal amount. The discount or premium is amortized or accrued using the interest method and is recorded as an adjustment to interest, investment and other income. The interest method results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. Recognized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Unrealized gains or losses on fixed maturity securities, which are classified as available for sale, net of applicable deferred income tax expenses (benefits), are excluded from earnings and credited or charged directly to a separate component of equity. If any unrealized losses on available for sale fixed maturity securities are determined to be other-than-temporary, such unrealized losses are recognized as realized losses. Unrealized losses are considered other-than-temporary if factors exist that cause us to believe that the value will not increase to a level sufficient to recover our cost basis. Some factors considered in evaluating whether or not a decline in fair value is other-than-temporary include (i) our need and intent to sell the investment prior to a period of time sufficient to allow for a recovery in value; (ii) t |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We are party to operating lease arrangements primarily for leased real estate for restaurants and office space. Right-of-use assets and lease liabilities related to operating leases under ASC 842 are recorded at commencement when we are party to a contract that conveys the right for the Company to control an asset for a specified period of time. We are not a party to any material contracts considered finance leases. Right-of-use assets and lease liabilities related to operating leases are recorded as Lease assets and Lease liabilities, respectively, on the Consolidated Balance Sheets as of December 31, 2021 and 2020. Our material operating leases range in term from one year to nineteen years. As of December 31, 2021 and 2020, the weighted-average remaining lease term of our operating leases was approximately ten years. Leases with an initial term of twelve months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term. Our operating lease agreements do not contain any material buyout options, residual value guarantees or restrictive covenants. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term by varying amounts. The exercise of lease renewal options is at our sole discretion. We include options to renew, not to exceed a total lease term of twenty years, in our measurement of right-of-use assets and lease liabilities when they are considered reasonably certain of exercise. We consider a lease reasonably certain for renewal when the duration of the lease extensions are in the foreseeable future and related to assets for which continued use is reasonably assured. Excluding certain immaterial classes of leases in our Restaurant Group, we do not separate lease components from non-lease components for any of our right of use assets. Our operating lease liabilities are determined by discounting future lease payments using a discount rate that represents our best estimate of the incremental borrowing rate our subsidiaries would have to pay to borrow money to finance the asset over the underlying lease term and for an amount equal to the lease payments. Our discount rate is based on interest rates associated with comparable public company secured debt for companies similar to our operating subsidiaries and of similar duration to the underlying lease. As of December 31, 2021 and 2020, the weighted-average discount rate used to determine our operating lease liabilities was 6.97% and 7.08%, respectively. Our lease costs are directly attributable to restaurant operations, primarily for real estate and to a lesser extent certain restaurant equipment. Operating lease costs of $37.3 million, $43.2 million and $58.5 million are included in Cost of restaurant revenue on the Consolidated Statement of Operations for the years ended December 31, 2021, 2020 and 2019, respectively. During the years ended December 31, 2021, 2020 and 2019, we recorded impairment expense of $0.4 million, $1.5 million and $21.1 million, respectively, related to lease assets in our Restaurant Group, which is recorded within Other operating expenses on our Consolidated Statement of Operations. We do not have any material short term lease costs, variable lease costs, or sublease income. Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2021 are as follows (in millions): 2022 $ 36.1 2023 32.9 2024 25.1 2025 22.1 2026 20.2 Thereafter 132.6 Total lease payments, undiscounted $ 269.0 Less: discount 79.1 Total operating lease liability as of December 31, 2021, at present value $ 189.9 Less: operating lease liability as of December 31, 2021, current 23.8 Operating lease liability as of December 31, 2021, long term $ 166.1 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020, respectively: December 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Assets: Equity securities: Ceridian $ 1,044.6 $ — $ — $ 1,044.6 AAII FPA — — 0.5 0.5 Total equity securities 1,044.6 — 0.5 1,045.1 Other noncurrent assets: S1 Backstop Agreement — 12.0 — 12.0 Paysafe Warrants 5.4 — — 5.4 AAII Warrants — 19.3 — 19.3 Total other noncurrent assets 5.4 31.3 — 36.7 Total Assets $ 1,050.0 $ 31.3 $ 0.5 $ 1,081.8 December 31, 2020 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 35.2 $ 35.2 Equity securities: Ceridian 1,491.8 — — 1,491.8 FTAC FPA and FTAC II FPA — — 136.1 136.1 Paysafe Subscription Agreement — — 169.6 169.6 Other 1.6 — — 1.6 Total assets $ 1,493.4 $ — $ 340.9 $ 1,834.3 AAII FPA The AAII FPA is accounted for at fair value pursuant to Accounting Standards Codification ("ASC") Topic 321 Investment - Equity Securities . We utilized a Monte Carlo Simulation in determining the fair value of this agreement, which is considered to be a Level 3 fair value measurement. The Monte Carlo Simulation model simulates the current security price to a simulated date for the consummation of the underlying initial business combination based on probabilities of consummation. The value of the agreement is then calculated as the difference between the future simulated price and the fixed purchase price for the underlying security to be purchased. The primary unobservable input utilized in determining the fair value of the AAII FPA is the probability of consummation of the business combinations of each underlying transaction. The probability assigned to the consummation of the AAII Initial Business Combination was 80%. Determination of such probability is based on a hybrid approach which considers observed success rates of business combinations for SPACs, the sponsor of AAII's track record for consummating similar transactions and the current market for SPAC transactions. Based on the total fair value of the AAII FPA as of December 31, 2021 , changes in the probability utilized will not result in a change in fair value that is significant or material to the Company's financial position or results of operations. AAII Warrants The AAII Warrants are accounted for at fair value pursuant to ASC Topic 815 Derivatives and Hedging. These private placement warrants are valued using the trading price of AAII's publicly traded warrants (NYSE: ASZ-WT) and are considered a Level 2 fair value measurement. S1 Backstop Agreement The S1 Backstop Agreement is considered a written option and accounted for at fair value. We utilized a Black-Scholes option pricing formula to determine the fair value of the S1 Backstop Agreement, which is considered to be a Level 2 fair value measurement. The value is calculated based on the common stock price of Trebia, the amount of time the S1 Backstop Agreement is expected to be outstanding, risk free rates and the volatility of the underlying common stock of Trebia. The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis. Year Ended December 31, 2021 Corporate debt Forward Purchase Subscription AAII securities Agreements Agreements Warrants Total Fair value, beginning of period $ 35.2 $ 136.1 $ 169.6 $ — 340.9 Recognized gain on settlement (1) 1.5 — — — 1.5 Net valuation (loss) gain included in earnings (1) — (24.2) 7.7 (8.9) (25.4) Reclassification to investments in unconsolidated affiliates and Warrants — (111.4) (177.3) — (288.7) Purchase of AAII Warrants — — — 29.6 29.6 Net valuation gain included in other comprehensive earnings (2) 0.6 — — — 0.6 Transfers to Level 2 — — — (20.7) (20.7) Redemption of corporate debt securities (37.3) — — — (37.3) Fair value, end of period $ — $ 0.5 $ — $ — $ 0.5 Year Ended December 31, 2020 Corporate debt Forward Purchase Subscription securities Agreements Agreements Total Fair value, beginning of period $ 19.2 $ — $ — $ 19.2 Paid-in-kind dividends 1.3 — — 1.3 Net valuation gain included in earnings (1) — 136.1 169.6 305.7 Net valuation gain included in other comprehensive earnings (2) 14.7 — — 14.7 Fair value, end of period $ 35.2 $ 136.1 $ 169.6 $ 340.9 ___________________________________ (1) Included in Recognized gains and (losses), net on the Consolidated Statements of Operations (2) Included in Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Consolidated Statements of Comprehensive Earnings (Loss) Transfers into or out of the Level 3 fair value category occur when unobservable inputs become more or less significant to the fair value measurement or upon a change in valuation technique. We transferred the AAII Warrants from Level 3 to Level 2 in the year ended December 31, 2021 as the price of AAII's publicly traded warrants became available. All of the unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 relate to fixed maturity securities considered Level 3 fair value measures. Additional information regarding the fair value of our investment portfolio is included in Note D. The carrying amounts of trade receivables and notes receivable approximate fair value due to their short-term nature. The fair value of our notes payable is included in Note K. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Equity Securities Gains (losses) on equity securities included in Recognized losses (gains), net on the Consolidated Statements of Operations consisted of the following for the years ended December 31, 2021 and 2020 (in millions): Year ended December 31, 2021 2020 Net (losses) gains recognized during the period on equity securities $ (52.8) $ 1,991.0 Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period (32.3) 410.2 Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date $ (20.5) $ 1,580.8 We recorded no gains or losses on equity securities for the year ended December 31, 2019. Investments in Unconsolidated Affiliates Investments in unconsolidated affiliates recorded using the equity method of accounting as of December 31, 2021 and 2020 consisted of the following (in millions): Ownership at December 31, 2021 2021 2020 Dun & Bradstreet 15.8% $ 595.0 $ 653.2 Alight/FTAC Sponsor (1) 10.0% 505.0 — Paysafe 8.3% 431.1 — Optimal Blue 20.0% 267.7 279.8 AmeriLife 19.8% 112.7 121.1 Sightline 32.6% 269.5 — Other various 80.3 398.9 Total $ 2,261.3 $ 1,453.0 _____________________________________ (1) Represents both the Company's direct interest in Alight and indirect interest in Alight held through our interest in the FTAC Sponsor. Equity in earnings (losses) of unconsolidated affiliates for the periods indicated consisted of the following (in millions): Year ended December 31, 2021 2020 2019 Dun & Bradstreet $ (13.5) $ (46.8) $ (132.8) Paysafe/FTAC II Sponsor 53.3 — — Alight/FTAC Sponsor 38.2 — — Ceridian (1) — 1.5 16.4 Optimal Blue (13.8) (9.4) — Senator JV (1.2) — — AmeriLife (8.7) (4.0) — Sightline (2.4) — — Other 20.7 117.8 1.3 Total $ 72.6 $ 59.1 $ (115.1) _____________________________________ (1) The amount for the year ended December 31, 2020 represents the Company's equity in earnings of Ceridian in the three months ended March 31, 2020 prior to the change in accounting for the investment beginning March 31, 2020. Dun & Bradstreet Based on quoted market prices, the aggregate fair market value of our ownership of Dun & Bradstreet common stock was approximately $1.4 billion as of December 31, 2021. As of December 31, 2021, we hold less than 20% of the outstanding common equity of Dun & Bradstreet but account for our ownership interest under the equity method of accounting because we exert significant influence: (a) through our 15.8% ownership, (2) because certain of our senior management and directors serve on D&B's board of directors, and (3) because we are party to an agreement with other of its equity sponsors pursuant to which we have agreed to collectively vote together on all matters related to the election of directors to the Dun & Bradstreet board of directors for a period of three years. Effective January 1, 2021, D&B made a change in accounting principle related to removal of lag accounting for its international operations that they believe to be preferable. The change in accounting policy was applied retrospectively by D&B. The impact of this change in accounting principle did not have a material impact to our results of operations or financial condition and was applied to our current period accounting for our ownership interest in D&B. Summarized financial information for Dun & Bradstreet and Star Parent, L.P. ("Star Parent"), the former parent of D&B through which we acquired our ownership interest prior to D&B's initial public offering, for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. We acquired our initial interest in Star Parent on February 8, 2019. The results of operations for the year ended December 31, 2019 presented below represent Star Parent's results of operations subsequent to our acquisition. December 31, December 31, (In millions) Total current assets $ 718.0 $ 874.4 Goodwill and other intangible assets, net 8,317.8 7,672.7 Other noncurrent assets 961.4 673.2 Total assets $ 9,997.2 $ 9,220.3 Current liabilities $ 1,004.9 $ 828.1 Long-term debt 3,716.7 3,255.8 Other non-current liabilities 1,530.3 1,552.5 Total liabilities 6,251.9 5,636.4 Noncontrolling interest 64.1 58.3 Total equity 3,745.3 3,583.9 Total liabilities and equity $ 9,997.2 $ 9,220.3 Year ended December 31, For the period from February 8, 2019 to December 31, 2019 2021 2020 (In millions) Total revenues $ 2,165.6 $ 1,738.7 $ 1,413.9 Loss before income taxes (45.2) (226.4) (540.0) Net loss (65.9) (111.6) (425.8) Dividends attributable to preferred equity and noncontrolling interest expense (5.8) (69.0) (120.5) Net loss attributable to Dun & Bradstreet and Star Parent (71.7) (180.6) (546.3) Optimal Blue On September 15, 2020, we closed on the acquisition of our ownership interest in Optimal Blue. Summarized financial information for Optimal Blue for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. December 31, December 31, (In millions) Total current assets $ 73.3 $ 38.0 Goodwill and other intangible assets, net 1,711.0 1,831.3 Other assets 105.2 100.1 Total assets $ 1,889.5 $ 1,969.4 Current liabilities $ 33.4 $ 28.9 Long-term debt 494.0 493.0 Other non-current liabilities 80.9 105.0 Total liabilities 608.3 626.9 Redeemable member's interest 1,188.8 578.0 Additional paid-in capital 210.8 813.0 Retained deficit (118.4) (48.5) Total members' equity 92.4 764.5 Total liabilities, redeemable member's interest and equity $ 1,889.5 $ 1,969.4 Year ended December 31, 2021 For the period from September 15, 2020 to December 31, 2020 (In millions) Total revenues $ 180.6 $ 45.4 Operating loss (50.1) (38.1) Net loss (69.9) (45.9) Paysafe Based on quoted market prices, the aggregate value of our ownership of Paysafe common stock was $233.7 million as of December 31, 2021. Due to significant impairments recorded by Paysafe to its intangible assets in the three months ended September 30, 2021 and the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition on March 30, 2021, management determined the decrease in value of our ownership interest in Paysafe was other-than-temporary as of September 30, 2021. Accordingly, we recorded an impairment of $391.8 million in the three months ended September 30, 2021 which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year ended December 31, 2021. As of December 31, 2021, we hold less than 20% of the outstanding common equity of Paysafe but we account for our ownership interest under the equity method of accounting because we exert significant influence: (a) through our 8.3% direct ownership, (b) because certain of our senior management and directors serve on Paysafe's board of directors, including the chairman of our Board, William P. Foley II, who is also the chairman of Paysafe'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 Paysafe. As of the date of our initial acquisition of ownership interest in Paysafe, there was a $567.8 million difference between the amount of our recorded direct equity ownership interest in Paysafe and the amount of the Company's ratable portion of the underlying equity in net assets of Paysafe. In the third quarter of 2021, the sponsor of FTAC II transferred its interest in Paysafe to its owners. As a result of the increase in our direct ownership interest in Paysafe, our basis difference was increased to $618.4 million. As a result of the impairment of our investment in the three months ended September 30, 2021, the basis difference was reduced to $224.3 million. We have evaluated the accounting treatment of such basis difference and allocated the entire remaining basis difference to equity method goodwill, which represents the excess of our basis difference over our equity in Paysafe’s net assets that are not attributable to their identifiable net assets. We report our equity in earnings or loss of Paysafe on a three-month lag and we acquired our ownership interest on March 30, 2021. Accordingly, our net earnings for the year ended December 31, 2021 includes our equity in Paysafe’s losses for the period from March 30, 2021 through September 30, 2021. Summarized financial information for Paysafe for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. September 30, (In millions) Total current assets $ 1,825.9 Goodwill and other intangible assets, net 4,699.7 Other assets 67.5 Total assets $ 6,593.1 Current liabilities $ 1,623.6 Long-term debt 2,190.9 Other liabilities 172.6 Total liabilities 3,987.1 Noncontrolling interest 137.8 Total equity 2,606.0 Total liabilities and equity $ 6,593.1 For the period from March 31, 2021 to September 30, 2021 (In millions) Total revenues $ 737.9 Operating loss (261.6) Net loss (140.3) Net earnings attributable to noncontrolling interest 0.3 Net loss attributable to Paysafe (140.6) Alight Based on quoted market prices, the aggregate value of our direct and indirect ownership of Alight common stock was $567.3 million as of December 31, 2021. As of December 31, 2021, we hold less than 20% of the outstanding common equity of Alight but we account for our ownership interest under the equity method of accounting because we exert significant influence: (a) through our 10.0% 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 of July 2, 2021, there was a $102.1 million difference between the amount of our recorded ownership interest in Alight and the amount of the Company's ratable portion of the underlying equity in net assets of Alight. We have evaluated the accounting treatment of such basis difference and allocated the entire basis difference to equity method goodwill, which represents the excess of our basis difference over our equity in Alight’s net assets that are not attributable to their identifiable net assets. We report our equity in earnings or loss of Alight on a three-month lag and we acquired our ownership interest on July 2, 2021. Accordingly, our net earnings for the year ended December 31, 2021 includes our equity in Alight’s earnings for the period from July 2, 2021 through September 30, 2021. Summarized financial information for Alight for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. September 30, (In millions) Total current assets $ 2,914.0 Goodwill and other intangible assets, net 7,360.0 Other assets 683.0 Total assets $ 10,957.0 Current liabilities $ 2,148.0 Long-term debt 2,839.0 Other liabilities 1,292.0 Total liabilities 6,279.0 Noncontrolling interests 825.0 Total equity 4,678.0 Total liabilities and equity $ 10,957.0 For the period from July 2, 2021 through September 30, 2021 (In millions) Total revenues $ 690.0 Operating income 25.0 Net loss (120.0) Net loss attributable to noncontrolling interests (13.0) Net loss attributable to Alight (107.0) Sightline On March 31, 2021, we closed on our initial $32.0 million acquisition interest in Sightline. On August 16, 2021, we acquired an additional $240.0 million of ownership interest in Sightline. As of August 16, 2021, there was a $212.7 million difference between the amount of our recorded ownership interest in Sightline and the amount of the Company's ratable portion of the underlying equity in net assets of Sightline. We have evaluated the accounting treatment of such basis difference and allocated $132.1 million to customer relationships, $73.5 million to developed technology, $7.1 million to tradenames and the remaining basis difference to equity method goodwill, which represents the excess of our basis difference over our equity in Sightline’s net assets that are not attributable to their identifiable net assets. Customer relationships are amortized over ten years and developed technology and tradenames are amortized over five years. Amortization expense of $1.3 million is included in our equity in losses of Sightline for the period from April 1, 2021 through September 30, 2021. We report our equity in earnings or loss of Sightline on a three-month lag and we acquired our initial ownership interest on March 31, 2021. Accordingly, our net earnings for the year ended December 31, 2021 includes our equity in Sightline’s net loss for the period from April 1, 2021 through September 30, 2021. Summarized financial information for Sightline for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. September 30, (In millions) Total current assets $ 49.3 Goodwill and other intangible assets, net 136.9 Other assets 0.6 Total assets $ 186.8 Current liabilities $ 7.8 Other liabilities 0.2 Total liabilities 8.0 Total equity 178.8 Total liabilities and equity $ 186.8 For the period from April 1, 2021 through September 30, 2021 (In millions) Total revenues $ 22.9 Net loss (11.6) AmeriLife On March 18, 2020, we closed on the acquisition of our ownership in AmeriLife. Summarized financial information for AmeriLife Joint for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. We account for our ownership of AmeriLife under the equity method of accounting and report our equity in earnings or loss of AmeriLife on a three-month lag. Accordingly, our net earnings for the years ended December 31, 2021 and 2020 includes our equity in AmeriLife’s losses for the period from October 1, 2020 through September 30, 2021 and March 18, 2020 through September 30, 2020, respectively. September 30, September 30, (In millions) Total current assets $ 108.3 $ 108.5 Goodwill and other intangible assets, net 1,646.1 1,370.4 Other assets 24.4 16.4 Total assets $ 1,778.8 $ 1,495.3 Current liabilities $ 78.2 $ 53.1 Long-term debt 856.5 645.2 Other non-current liabilities 24.7 14.7 Total liabilities 959.4 713.0 Member's equity 570.0 613.4 Noncontrolling interest - nonredeemable 249.4 168.9 Total member's equity 819.4 782.3 Total liabilities and member's equity $ 1,778.8 $ 1,495.3 For the year ended September 30, 2021 For the period from March 18, 2020 through September 30, 2020 (In millions) Total revenues $ 548.1 $ 171.3 Operating income 35.2 9.5 Net loss (13.7) (10.1) Income attributable to noncontrolling interests 31.2 8.3 Net loss attributable to AmeriLife (44.9) (18.4) Fixed Maturity Securities As discussed in Note A, we received the full payment for the Colt corporate debt securities and as of December 31, 2021, we held no fixed maturity securities. The carrying amounts and fair values of our fixed maturity securities at December 31, 2020 are as follows: December 31, 2020 Carrying Cost Basis Unrealized Unrealized Fair (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 Total $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or discount and other-than-temporary-impairment recognized in earnings since the date of purchase. During the years ended December 31, 2021 and 2020 , we recorded no other-than-temporary impairment charges relating to corporate debt securities. During the year ended December 31, 2019, we incurred $0.4 million of other-than-temporary impairment charges relating to corporate debt securities, which is included in Recognized gains and losses, net on the Consolidated Statements of Operations. The impairments recorded relate to a corporate debt holding that had experienced a prolonged period of declining earnings and that were uncertain of our ability to recover our initial investment. The entire loss represents credit loss recognized in earnings and no portion of the loss was included in other comprehensive earnings. Equity Security Investments Without Readily Determinable Fair Values We account for our investment in preferred equity of QOMPLX and certain other investments at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly market transactions. As of December 31, 2021 and 2020, we have $54.2 million and $30.0 million, respectively, recorded for our such investments, which is included in Other long term investments and noncurrent assets on our Consolidated Balance Sheets. We have not recorded any upward or downward adjustments to these investments due to impairments or price changes. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: December 31, 2021 2020 (In millions) Furniture, fixtures and equipment $ 101.8 $ 118.3 Leasehold improvements 125.6 129.6 Land 25.2 36.7 Buildings 26.5 40.9 Other 4.0 5.1 283.1 330.6 Accumulated depreciation and amortization (182.5) (184.8) $ 100.6 $ 145.8 Depreciation expense on property and equipment was $22.5 million, $26.7 million, and $35.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goo dwill consists of the following: Restaurant Group Corporate Total (in millions) Balance, December 31, 2019 $ 66.1 $ — $ 66.1 Impairment (7.8) — (7.8) Deconsolidation of Blue Ribbon (4.9) — (4.9) Balance, December 31, 2020 $ 53.4 $ — $ 53.4 Balance, December 31, 2021 $ 53.4 $ — $ 53.4 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
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 equity investors individually lack any of the characteristics of a controlling interest. The primary beneficiary of a VIE is generally the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The Company evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the years ended December 31, 2021, 2020 and 2019, we are not the primary beneficiary of any VIEs. Unconsolidated VIEs The table below summarizes select information related to variable interests held by the Company as of December 31, 2021 and 2020, of which we are not the primary beneficiary: 2021 2020 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 4.5 $ 4.5 $ 299.7 $ 299.7 Paysafe Subscription Agreement — — 169.6 169.6 Forward Purchase Agreements 0.5 0.5 136.1 136.1 S1 Backstop Agreement 12.0 12.0 — — Investments in Unconsolidated Affiliates As of December 31, 2021, we held variable interests in certain unconsolidated affiliates, which are primarily comprised of our ownership interests in the sponsors of FTAC, Trebia, AAI and AAII and funds that hold minority ownership interests primarily in healthcare-related entities. 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. We do not provide any implicit or explicit liquidity guarantees or principal value guarantees to these VIEs. The assets are included in Investments in unconsolidated affiliates on the Consolidated Balance Sheets and accounted for under the equity method of accounting. See Note D for further discussion of our accounting for investments in unconsolidated affiliates. Forward Purchase and Backstop Agreements In addition to the AAII FPA and S1 Backstop Agreement, the Company has ownership interests in the sponsors of Trebia, AAI and AAII, which are considered VIEs for which we are not the primary beneficiary and are included in Investments in unconsolidated affiliates. The assets and liabilities represented by the AAII FPA and S1 Backstop Agreement are accounted for |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of the following: December 31, 2021 2020 (In millions) Trademarks and tradenames $ 24.1 $ 37.8 Software 13.8 13.5 Franchise rights 1.6 9.3 Customer relationships and contracts 5.2 5.2 44.7 65.8 Accumulated amortization (17.8) (14.0) $ 26.9 $ 51.8 Amortization expense for amortizable intangible assets was $4.1 million, $4.0 million, and $4.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense for the next five years for assets owned at December 31, 2021 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On October 2, 2020, American Blue Ribbon Holdings, LLC ("Blue Ribbon") emerged from a reorganization under Chapter 11 of the United States Bankruptcy Code as a set of reorganized companies. We exchanged $15.5 million of the outstanding balance under a debtor-in-possession loan (the "DIP Loan") between us and Blue Ribbon for 100% of the assets and uncompromised liabilities of Legendary Baking and VIBSQ. The acquisition was accounted for as a business combination pursuant to ASC Topic 805. The consideration transferred was determined as follows (in millions): Notes receivable from Blue Ribbon $ 34.0 Fair value of investment in Blue Ribbon immediately prior to its emergence from bankruptcy 15.2 Total consideration transferred $ 49.2 All notes receivable by the Company from Blue Ribbon prior to its emergence from bankruptcy of $34.0 million, inclusive of the $15.5 million exchanged for the assets and uncompromised liabilities of Legendary Baking and VIBSQ, $12.0 million of the remaining balance outstanding under the DIP Loan and converted to an intercompany term loan with us, and $6.5 million provided to Blue Ribbon as exit financing and included in the closing term loan with us upon Blue Ribbon's emergence from bankruptcy, is part of the consideration transferred because subsequent to our acquisition of Legendary Baking and VIBSQ, the remaining balance outstanding eliminates in consolidation. Our interest in Blue Ribbon during its bankruptcy proceedings was accounted for under the equity method of accounting. In conjunction with our acquisition of Legendary Baking and VIBSQ out of bankruptcy, we revalued our interest in Blue Ribbon to fair value, which resulted in a gain of $9.5 million and is included in Recognized gains and losses, net on the Consolidated Statement of Operations for the year ended December 31, 2020. The fair value was determined by performing a combination of discounted cash flow and market approaches. The assets acquired and liabilities assumed have been recorded based on our best estimates of their fair values as of the acquisition date. The following table summarizes the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (dollars in millions): Fair Value Cash $ 8.6 Other current assets 24.9 Property and equipment 23.2 Lease assets 14.7 Other intangible assets 22.5 Other noncurrent assets 2.6 Total assets acquired $ 96.5 Current liabilities $ 27.6 Lease liabilities 14.5 Other noncurrent liabilities 2.3 Total liabilities assumed $ 44.4 Net assets acquired $ 52.1 The gross carrying value and weighted average estimated useful lives of Property and equipment and Other intangible assets acquired consist of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 23.2 12 Other intangible assets: Tradenames $ 8.0 15 Franchise agreements 7.7 10 Customer relationships 6.4 4 Software 0.4 5 Total Other intangible assets $ 22.5 Revenue and net losses of $36.6 million and $4.0 million, respectively, which represents the combined revenue and loss for Legendary Baking and VIBSQ subsequent to our acquisition on October 2, 2020, are included in our Consolidated Statement of Operations for the year ended December 31, 2020. |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | Accounts Payable and Other Accrued Liabilities Accounts payable and other accrued liabilities, current consist of the following: December 31, 2021 2020 (In millions) Accrued payroll and employee benefits $ 24.4 $ 21.5 Trade accounts payable 22.7 25.7 Accrued casualty self insurance expenses 8.7 11.5 Tax liabilities, excluding income taxes payable 7.9 9.9 Other accrued liabilities 41.9 24.6 $ 105.6 $ 93.2 Accounts payable and other accrued liabilities, long term consist of the following: December 31, 2021 2020 (In millions) Restaurant Group financing obligations $ 29.5 $ 29.4 Other accrued liabilities 15.5 23.7 $ 45.0 $ 53.1 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: December 31, 2021 2020 (In millions) 2020 Margin Facility $ — $ — Restaurant Revolver — — FNF Revolver — — 99 Term Loan — 16.8 99 Revolver — 5.0 Brasada Interstate Loans 12.6 13.1 Other 3.8 28.6 Notes payable, total $ 16.4 $ 63.5 Less: Notes payable, current 2.3 11.3 Notes payable, long term $ 14.1 $ 52.2 2020 Margin Facility On November 30, 2020, Cannae Funding C, LLC (“Borrower 1”), an indirect wholly-owned special purpose subsidiary of the “Company, and Cannae Funding D, LLC (“Borrower 2” and, together with Borrower 1, the “Borrowers”), an indirect wholly-owned special purpose subsidiary of the Company, entered into a Margin Loan Agreement (the “2020 Margin Facility”) with the lenders from time to time party thereto and Royal Bank of Canada. The Company concurrently entered into a guaranty (the “Guaranty Agreement”) for the benefit of each of the lenders to the 2020 Margin Facility pro rata to their loan commitments, pursuant to which the Company absolutely, unconditionally and irrevocably guaranteed all of the Borrowers’ obligations under the 2020 Margin Facility for a period of up to one year after the later of (i) the conditions precedent to the obligations of the lenders under the Loan Agreement being met (the date when such conditions have been met, the “Closing Date”) or (ii) as relevant, additional collateral or additional loan commitments being provided. Under the 2020 Margin Facility, the Borrowers may initially borrow up to $100.0 million in revolving loans and, subject to certain terms and conditions, may enter into an amendment to the 2020 Margin Facility to borrow up to $500.0 million in revolving loans (including the initial revolving loans) from the same initial lender and/or additional lenders on substantially identical terms and conditions as the initial revolving loans. The 2020 Margin Facility matures on the 36-month anniversary of the Closing Date. All outstanding amounts under the 2020 Margin Facility bear interest quarterly at a rate per annum equal to a three-month LIBOR rate plus an applicable margin. Interest will be payable in kind unless the Borrowers elect to pay interest in cash or a cumulative cap is exceeded. The Borrowers’ obligations under the 2020 Margin Facility were initially secured by a first priority lien on (i) 6 million shares of common stock, par value $0.01 per share (the “Ceridian Common Stock”), of Ceridian, which the Company contributed to Borrower 1, and (ii) 19 million shares of common stock, par value $0.0001 per share (the “DNB Common Stock”), of D&B, which the Company contributed to Borrower 2. The Borrowers were also permitted, at their discretion, to post up to an additional 4 million shares of Ceridian Common Stock and/or 11 million shares of DNB Common Stock as collateral for the revolving loans from time to time after the Closing Date, subject to certain notice, guaranty, average daily trading volume and other requirements. The 2020 Margin Facility requires the Borrowers to maintain a certain loan-to-value ratio (based on the value of Ceridian Common Stock and DNB Common Stock). In the event the Borrowers fail to maintain such loan-to-value ratio, the Borrowers must post additional cash collateral under the Loan Agreement and/or elect to repay a portion of the revolving loans thereunder, or sell the Ceridian Common Stock and/or DNB Common Stock and use the proceeds from such sale to prepay a portion of the revolving loans thereunder. On August 16, 2021, the Borrowers entered into an amendment agreement to the 2020 Margin Facility, which increased the borrowing capacity of the 2020 Margin Facility by an additional $100.0 million and resulted in the transfer of 16,000,000 additional shares of DNB Common Stock to Borrower 2 as collateral. On December 10, 2021, the Borrowers entered into a second amendment agreement to the 2020 Margin Facility, which increased the borrowing capacity by an additional $100.0 million and released 1 million shares of Ceridian Common Stock as collateral. As of December 31, 2021, the 2020 Margin Facility is secured by a first priority lien on 5 million shares of Ceridian Common Stock and the DNB Common Stock. As of December 31, 2021, there was no outstanding balance and $300.0 million of capacity under the 2020 Margin Facility with an option to increase the total capacity to $500.0 million upon amendment. On January 20, 2022, the Borrowers entered into a third amendment agreement to the 2020 Margin Facility, which added 1 million shares of Ceridian Common Stock as collateral, limited the collateral value of DNB Common Stock to 1.5 times that of the Ceridian Common Stock for purposes of calculating loan-to-value ratios, and increased the threshold price of Ceridian Common Stock and DNB Common Stock. Restaurant Credit Facilities On December 21, 2018, 99 Restaurants LLC, a direct, wholly-owned subsidiary of 99 Restaurants entered into a credit agreement (the "99 Restaurants Credit Facility"), as amended from time to time, with Fifth Third Bank and other lenders thereto. The 99 Restaurants Credit Facility principally provided for: (i) a maximum revolving loan of $15.0 million (the “99 Revolver”) with a maturity date of December 21, 2023 and (ii) a maximum term loan of $37.0 million (the "99 Term Loan") with monthly installment repayments through November 30, 2023 and a maturity date of December 21, 2023 for the outstanding unpaid principal balance. The 99 Restaurants Credit Facility also allowed for 99 Restaurants LLC to request up to $5.0 million of letters of credit commitments and $2.5 million in swingline debt. On December 1, 2020, 99 Restaurants LLC entered into a waiver, consent and amendment to the 99 Restaurants Credit Facility pursuant to which the borrowing capacity under the 99 Revolver was permanently reduced by $7.5 million and certain financial covenants were waived, among other changes. The outstanding balance under the 99 Restaurants Credit Facility was paid off in its entirety on December 31, 2021 in conjunction with the execution of the 2021 Restaurants Credit Facility (defined below). On December 31, 2021, 99 Restaurants, LLC and 99 West, LLC, both wholly-owned subsidiaries of 99 Restaurants, O'Charley's LLC, a wholly-owned subsidiary of O'Charley's and Restaurant Growth Services, LLC, a 65.4%-owned subsidiary of the Company (collectively, the "Restaurant Borrowers") entered into an amendment to the 99 Restaurants Credit Facility (the "2021 Restaurants Credit Facility"). The 2021 Restaurants Credit Facility principally provides for: (i) a revolving credit commitment of $25.0 million in the aggregate (the "Restaurant Revolver") and (ii) a subfacility for an aggregate of $15.0 million of letters of credit. The 2021 Restaurants Credit Facility matures on December 31, 2026. The 2021 Restaurants Credit Facility is secured by certain assets of the Restaurant Borrowers and their subsidiaries and contains customary covenants and events of default. As of December 31, 2021, there are no outstanding borrowings and there is $25.0 million of aggregate borrowing capacity under the Restaurants Revolver. Brasada Interstate Loans On January 29, 2016, FNF NV Brasada, LLC, an Oregon limited liability company and majority-owned subsidiary of Cannae ("NV Brasada"), entered into a credit agreement with an aggregate borrowing capacity of $17.0 million (the "Interstate Credit Agreement") originally with Bank of the Cascades, as lender. The Interstate Credit Agreement provides for a $12.5 million acquisition loan (the "Acquisition Loan"). On June 13, 2018, the Interstate Credit Agreement was modified to add an additional line of credit of $3.6 million ("C Note") and to assign the loan from the Bank of the Cascades to First Interstate Bank. The Interstate Loans are secured by certain single-family residential lots that can be sold for construction, owned by NV Brasada, and certain other operating assets owned by NV Brasada. The Company does not provide any guaranty or stock pledge under the Interstate Credit Agreement. As of December 31, 2021, the Acquisition Loan had $10.0 million outstanding and incurred interest at rates from 2.34% to 4.5% and the C Note had $2.0 million outstanding and incurred interest at 2.35%. FNF Revolver On November 17, 2017, FNF issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million (the "FNF Revolver"). Pursuant to the FNF Revolver, FNF may make one or more loans to us in increments of $1.0 million, with up to $100.0 million outstanding at any time. The FNF Revolver accrues interest at LIBOR plus 450 basis points and matures on the five five As of December 31, 2021, there was no outstanding balance and $100.0 million of available borrowing capacity under the FNF Revolver. Gross principal maturities of notes payable at December 31, 2021 are as follows (in millions): 2022 $ 2.2 2023 0.8 2024 1.1 2025 0.8 2026 10.6 Thereafter 1.6 $ 17.1 At December 31, 2021, the carrying value of our outstanding notes payable approximate fair value. The revolving credit facilities are considered Level 2 financial liabilities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense (benefit) on continuing operations consists of the following: Year Ended December 31, 2021 2020 2019 (In millions) Current $ 101.5 $ 116.1 $ 64.7 Deferred (175.5) 365.1 (40.5) $ (74.0) $ 481.2 $ 24.2 A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit (0.3) (0.1) (0.2) Tax credits 1.0 (0.1) (2.6) Valuation allowance 0.1 0.1 0.5 Non-deductible expenses and other, net — — 0.1 Non-deductible executive compensation (1.3) 0.5 1.8 Noncontrolling interests — 0.3 2.6 Basis difference in investments 0.7 — (2.8) Other (0.6) (0.2) (1.0) Effective tax rate excluding equity investments 20.6 % 21.5 % 19.4 % Equity investments (3.5) 0.6 (9.2) Effective tax rate 17.1 % 22.1 % 10.2 % The change in the effective tax rate in all periods is primarily attributable to the varying impact of earnings or losses from unconsolidated affiliates on our consolidated pretax earnings or losses. The significant components of deferred tax assets and liabilities at December 31, 2021 and 2020 consist of the following: December 31, 2021 2020 (In millions) Deferred tax assets: Net operating loss carryforwards $ 3.3 $ 4.1 Other 0.5 1.4 Total gross deferred tax asset 3.8 5.5 Less: valuation allowance (3.0) (3.3) Total deferred tax asset $ 0.8 $ 2.2 Deferred tax liabilities: Partnerships $ (144.6) $ (327.5) Total deferred tax liability $ (144.6) $ (327.5) Net deferred tax liability $ (143.8) $ (325.3) The Company’s deferred taxes are primarily reflected as the book to tax difference in the Company's ownership of Cannae LLC. The Company, through its direct and indirect interests, holds a 100% ownership percentage of Cannae LLC. The decrease in our net deferred tax liability as of December 31, 2021 from 2020 is primarily related to the impairment of our ownership interest in Paysafe, distributions from the Senator JV and sales and mark to market losses on the Company's investment in Ceridian. The Company’s gross state NOL carryforwards were $67.0 million and $68.5 million at December 31, 2021 and 2020, respectively. The NOLs expire in various tax years through 2042. ASC 740 requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all of the available evidence using a “more likely than not” standard. A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized. Management evaluated the Company’s deferred tax assets for recoverability using a consistent approach that considers the relative impact of negative and positive evidence, in particular, the Company’s historical profitability and any projections of future taxable income or potential future tax planning strategies. As of December 31, 2021 and 2020, the Company recorded a valuation allowance of $3.0 million and $3.3 million, respectively, related to state NOLs, as it is more likely than not that the tax benefit of certain state NOLs will not be realized before the NOLs expire. Unrecognized tax benefits are recorded for differences between tax positions the Company takes, or expects to take, on its income tax return compared to the benefit recognized for financial statement purposes. The Company does not have any unrecognized tax benefits as of December 31, 2021, 2020 or 2019. The Company's federal and state income tax returns for the tax years ended December 31, 2021, 2020, 2019 and 2018 remain subject to examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, if any, depart from customary litigation or regulatory inquiries incidental to our business. Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state employment, franchise and other laws; and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns. Our Restaurant Group companies are also subject to compliance with extensive government laws and regulations related to employment practices and policies and the manufacture, preparation, and sale of food and alcohol. We may also become subject to lawsuits and other proceedings, as well as card network fines and penalties, arising out of the actual or alleged theft of our customers' credit or debit card information. We review lawsuits and other legal and regulatory matters (collectively “legal proceedings”) on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts that represents our best estimate is recorded. As of December 31, 2021 and 2020, our accrual for settlements of legal proceedings was not considered material. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period in the event of an unfavorable outcome, at present, we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. On September 23, 2020, a stockholder derivative lawsuit styled Oklahoma Firefighters Pension & Retirement System, derivatively on behalf of Cannae Holdings, Inc. v. William P. Foley, II, et al., was filed in the Court of Chancery of the State of Delaware against the Company, certain Board members and officers of the Company, and the Manager, alleging breach of fiduciary duties relating to the Company’s Management Services Agreement. The plaintiff further alleges the Board breached their fiduciary duties by approving bonuses in connection with the initial public offering of Ceridian and the approval of an Investment Success Incentive Plan in August 2018. Along with the Complaint, the plaintiff filed a motion for partial summary judgment as to the count seeking to void the Management Services Agreement. On January 27, 2021, the Company entered into an amendment to the Management Services Agreement and plaintiff withdrew its motion for partial summary judgment as moot. On February 1, 2021, the court ordered the plaintiff's summary judgment motion withdrawn and dismissed the related count of the plaintiff's complaint. On February 18, 2021, our Board formed a Special Litigation Committee (the "SLC") consisting of two of the Board’s Directors, and has authorized the SLC, among other things, to investigate and evaluate the claims and allegations asserted in the lawsuit. The Board has also given the SLC the sole authority and power to consider and determine whether or not prosecution of the claims asserted in the lawsuit is in the best interest of the Company and its shareholders, and what action the Company should take with respect to the lawsuit. On March 9, 2021, the Court entered a stipulated Order staying the action for six months to allow the SLC to investigate, review, and evaluate the facts, circumstances, and claims asserted in or relating to the action and to determine the Company’s response thereto. The stay has subsequently been extended through April 10, 2022. The defendants will contest the remaining claims in the action vigorously. Unconditional Purchase Obligations We have certain unconditional purchase obligations, primarily in our Restaurant Group segment. These purchase obligations are with various vendors and 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 December 31, 2021 to determine the amount of the obligations. Purchase obligations as of December 31, 2021 are as follows (in millions): 2022 $ 94.3 2023 8.6 2024 6.4 2025 6.3 2026 6.4 Thereafter 0.8 Total purchase commitments $ 122.8 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations T-System On December 31, 2019, we completed the contribution of T-System Holdings, Inc. ("T-System") to CorroHealth. As a result of such contribution, the results of operations of T-System have been reclassified to discontinued operations in our Consolidated Statements of Operations for the year ended December 31, 2019. We retained a 22.7% equity interest in CorroHealth, the company to which we contributed our equity in T-System. We recognized a pre-tax loss of $6.4 million on the sale and $1.4 million in income tax benefit which are included in Net loss from discontinued operations on the Consolidated Statement of Operations for the year ended December 31, 2019. A reconciliation of the operations of T-System included in the Consolidated Statement of Operations is shown below: Year Ended December 31, 2019 (in millions) Revenues: Other operating revenue $ 50.4 Total operating revenues 50.4 Operating expenses: Personnel costs 33.1 Depreciation and amortization 13.7 Other operating expenses 19.1 Goodwill impairment 35.1 Total operating expenses 101.0 Operating loss (50.6) Other expense: Recognized loss (6.9) Total other expense (6.9) Loss before income taxes (57.5) Income tax benefit (5.7) Net loss from discontinued operations $ (51.8) Cash flow from discontinued operations data: Net cash provided by operations $ 2.7 Net cash used in investing activities $ (0.5) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Omnibus Plan In 2017, we established the 2017 Omnibus Incentive Plan (the “Omnibus Plan”) authorizing the issuance of up to 3.9 million shares of common stock, subject to the terms of the Omnibus Plan. The 2017 Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares, performance units, other cash and stock-based awards and dividend equivalents. As of December 31, 2021, there were 149,628 shares of Cannae restricted stock outstanding (the "CNNE Awards") under the Omnibus Plan. Awards granted are approved by the Compensation Committee of the Board of Directors of the Company. Restricted stock transactions under the Omnibus Plan in 2020, 2019 and 2018 are as follows: Shares Weighted Average Grant Date Fair Value Balance, December 31, 2017 287,059 $ 18.45 Granted 384,281 17.98 Vested (95,685) 18.45 Balance, December 31, 2018 575,655 $ 18.13 Granted 18,642 34.45 Vested (223,777) 18.18 Balance, December 31, 2019 370,520 $ 18.93 Granted 13,993 40.53 Vested (234,885) 18.60 Balance, December 31, 2020 149,628 $ 21.46 Compensation cost relating to share-based payments is recognized in the Consolidated Statements of Operations based on the grant-date fair value of each award. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period of 3 years. Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices. Net earnings attributable to Cannae reflects stock-based compensation expense for the CNNE Awards of $4.2 million, $4.1 million and $2.0 million for the years ended December 31, 2021, 2020 and 2018, respectively, which are included in personnel costs on the Consolidated Statements of Operations. The total fair value of restricted stock awards granted in the years ended December 31, 2021, 2019 and 2018 was $0.6 million, $0.6 million and $6.9 million, respectively. On May 16, 2018, we issued 991,906 shares of our common stock (unrestricted) under the Omnibus Plan for the stock portion of bonuses paid in conjunction with Ceridian's initial public offering. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents. We place cash equivalents with high credit quality financial institutions and, by policy, limit the amount of credit exposure with any one financial institution. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information On March 30, 2021, we closed on our acquisition of an ownership interest in Paysafe. We account for our ownership interest in Paysafe under the equity method of accounting and report our equity in earnings or loss of Paysafe on a three-month lag. Our chief operating decision maker reviews the full financial results of Paysafe for purposes of assessing performance and allocating resources. Accordingly, we consider Paysafe a reportable segment and have included the full results of Paysafe subsequent to the FTAC II Paysafe Merger, on a three-month lag, in the tables below. We acquired our ownership interest in AmeriLife in March 18, 2020. We account for our investment in AmeriLife under the equity method of accounting and report our equity in earnings or loss of AmeriLife on a three-month lag. Our chief operating decision maker reviews the full financial results of AmeriLife for purposes of assessing performance and allocating resources. Beginning in the three months ended March 31, 2021, AmeriLife exceeded certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting and we began considering AmeriLife a reportable segment and have included the full results of AmeriLife subsequent to our investment, on a three-month lag, in the tables below. On July 2, 2021, we closed on our acquisition of an ownership interest in Alight. We account for our ownership interest in Alight under the equity method of accounting and report our equity in earnings or loss of Alight on a three-month lag. Our chief operating decision maker reviews the full financial results of Alight for purposes of assessing performance and allocating resources of the Company. Accordingly, we consider Alight a reportable segment and have included the full results of Alight subsequent to the FTAC Alight Business Combination, on a three-month lag, in the tables below. As of and for the year ended December 31, 2021: Restaurant Group Dun & Bradstreet Optimal Blue Amerilife Paysafe Alight Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 704.7 $ — $ — $ — $ — $ — $ — $ — $ 704.7 Other revenues — 2,165.6 180.6 548.1 737.9 690.0 37.5 (4,322.2) 37.5 Revenues from external customers 704.7 2,165.6 180.6 548.1 737.9 690.0 37.5 (4,322.2) 742.2 Interest and investment income, including recognized (losses) gains, net 2.1 0.7 — — 143.1 — (291.8) (143.8) (289.7) Total revenues and other income 706.8 2,166.3 180.6 548.1 881.0 690.0 (254.3) (4,466.0) 452.5 Depreciation and amortization 24.0 615.9 135.2 65.7 131.9 10.0 2.6 (958.7) 26.6 Interest expense (8.8) (206.4) (31.5) (48.9) (82.0) (28.0) (1.0) 396.8 (9.8) (Loss) earnings from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates (18.3) (45.2) (81.6) (13.7) (200.5) (120.0) (414.7) 461.0 (433.0) Income tax expense (benefit) 1.0 23.4 (11.7) — (60.2) — (75.0) 48.5 (74.0) (Loss) earnings from continuing operations, before equity in earnings (loss) of unconsolidated affiliates (19.3) (68.6) (69.9) (13.7) (140.3) (120.0) (339.7) 412.5 (359.0) Equity in earnings of unconsolidated affiliates — 2.7 — — — — 17.1 52.8 72.6 Loss from continuing operations $ (19.3) $ (65.9) $ (69.9) $ (13.7) $ (140.3) $ (120.0) $ (322.6) $ 465.3 $ (286.4) Assets $ 395.5 $ 9,997.2 $ 1,889.5 $ 1,778.8 $ 6,593.1 $ 10,957.0 $ 3,494.1 $ (31,215.6) $ 3,889.6 Goodwill 53.4 3,493.3 1,228.7 947.4 3,536.6 3,356.0 — (12,562.0) 53.4 As of and for the year ended December 31, 2020: Restaurant Group Dun & Bradstreet Optimal Blue Amerilife Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 559.7 $ — $ — $ — $ — $ — $ 559.7 Other revenues — 1,738.7 45.4 171.3 26.0 (1,955.4) 26.0 Revenues from external customers 559.7 1,738.7 45.4 171.3 26.0 (1,955.4) 585.7 Interest and investment income, including recognized gains (losses), net 7.5 0.7 — — 2,371.9 (0.7) 2,379.4 Total revenues and other income 567.2 1,739.4 45.4 171.3 2,397.9 (1,956.1) 2,965.1 Depreciation and amortization 27.7 537.8 39.3 15.4 3.0 (592.5) 30.7 Interest expense (8.6) (271.1) (9.3) (19.7) (0.4) 300.1 (9.0) (Loss) earnings from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates (85.5) (226.4) (47.4) (10.1) 2,267.4 283.9 2,181.9 Income tax expense (benefit) (1.0) (112.4) (1.5) — 482.2 113.9 481.2 (Loss) earnings from continuing operations, before equity in earnings of unconsolidated affiliates (84.5) (114.0) (45.9) (10.1) 1,785.2 170.0 1,700.7 Equity in (losses) earnings of unconsolidated affiliates (9.2) 2.4 — — 128.3 (62.4) 59.1 (Loss) earnings from continuing operations $ (93.7) $ (111.6) $ (45.9) $ (10.1) $ 1,913.5 $ 107.6 $ 1,759.8 Assets $ 520.9 $ 9,220.3 $ 1,969.4 $ 1,495.3 $ 4,092.5 $ (12,685.0) $ 4,613.4 Goodwill 53.4 2,857.9 1,236.8 806.2 — (4,900.9) 53.4 As of and for the year ended December 31, 2019: Restaurant Group Dun & Bradstreet Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 1,043.3 $ — $ — $ — $ 1,043.3 Other revenues — 1,413.9 26.7 (1,413.9) 26.7 Revenues from external customers 1,043.3 1,413.9 26.7 (1,413.9) 1,070.0 Interest and investment income, including recognized gains (losses), net 3.9 2.4 369.4 (2.4) 373.3 Total revenues and other income 1,047.2 1,416.3 396.1 (1,416.3) 1,443.3 Depreciation and amortization 38.5 482.4 2.2 (482.4) 40.7 Interest expense (5.4) (303.5) (12.4) 303.5 (17.8) (Loss) earnings from continuing operations, before income taxes and equity in losses of unconsolidated affiliates (80.9) (540.0) 318.8 540.0 237.9 Income tax expense (benefit) 0.3 (110.0) 23.9 110.0 24.2 (Loss) earnings from continuing operations, before equity in losses of unconsolidated affiliates (81.2) (430.0) 294.9 430.0 213.7 Equity in earnings (losses) of unconsolidated affiliates — 4.2 1.3 (120.6) (115.1) (Loss) earnings from continuing operations $ (81.2) $ (425.8) $ 296.2 $ 309.4 $ 98.6 Assets $ 572.8 $ 9,112.8 $ 1,519.4 $ (9,112.8) $ 2,092.2 Goodwill 66.1 2,840.1 — (2,840.1) 66.1 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. This segment also includes the operations of Legendary Baking and VIBSQ prior to their respective sales in 2021, for the periods from January 1, 2020 through January 27, 2020 and from October 2, 2020 through December 31, 2020, and for the year ended December 31, 2019. • Dun & Bradstreet. This segment consists of our 15.8% ownership interest in Dun & Bradstreet. Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Clients embed D&B's trusted, end-to-end solutions into their daily workflows to enhance salesforce productivity, gain visibility into key markets, inform commercial credit decisions and confirm that suppliers are financially viable and compliant with laws and regulations. Dun & Bradstreet's solutions support its clients’ mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes. Dun & Bradstreet's global commercial database contains hundreds of millions of business records. Our chief operating decision maker reviews the full financial results of Dun & Bradstreet for purposes of assessing performance and allocating resources. Thus, we consider Dun & Bradstreet a reportable segment and have included the full results of Dun & Bradstreet subsequent to our initial acquisition of ownership interests in the tables above. We account for Dun & Bradstreet using the equity method of accounting, and therefore its results do not consolidate into ours. Accordingly, we have presented the elimination of Dun & Bradstreet's results in the Affiliate Elimination section of the segment presentation above. Our net earnings for the year ended December 31, 2019, includes our equity in Star Parent’s losses for the period from February 8, 2019, the date we made our initial acquisition of an ownership interest in Star Parent, to December 31, 2019. See Note D for further discussion of our ownership interest in Dun & Bradstreet and related accounting. • Alight . This segment consists of our 10.0% ownership interest in Alight. Alight is a leading cloud-based provider of integrated digital human capital and business solutions. Alight has an unwavering belief that a company’s success starts with its people, and its solutions connect human insights with technology. Leveraging artificial intelligence and data analytics, Alight provide an integrated, personalized experience for employees using technology-driven solutions that unlock value for employers. Alight's mission-critical solutions enable employees to enrich their health, wealth and wellbeing which helps global organizations achieve a high-performance culture. Our chief operating decision maker reviews the full financial results of Alight for purposes of assessing performance and allocating resources. Thus, we consider Alight a reportable segment and have included the full results of Alight subsequent to our initial acquisition of an ownership interest in the tables above. We account for Alight using the equity method of accounting, and therefore, its results do not consolidate into ours. Accordingly, we have presented the elimination of Alight's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of Alight on a three-month lag and we acquired our investment on July 2, 2021. Accordingly, our net earnings and the segment tables above, respectively, for the year ended December 31, 2021, include our equity in Alight’s earnings and complete results of Alight, respectively, for the period from July 2, 2021 through September 30, 2021. See Note D for further discussion of our ownership interest in Alight and related accounting. • Paysafe . This segment consists of our 8.3% ownership interest in Paysafe. Paysafe provides payment processing solutions through several business lines. These business lines are focused on card not present and card present solutions for small to medium size business merchants, wallet based online payment solutions through Skrill and NETELLER brands and solutions that enable consumers to use cash to facilitate online purchases through its paysafecard prepaid vouchers. Our chief operating decision maker reviews the full financial results of Paysafe for purposes of assessing performance and allocating resources. Thus, we consider Paysafe a reportable segment and have included the full results of Paysafe subsequent to our initial acquisition of an ownership interest in the tables above. We account for Paysafe using the equity method of accounting, and therefore, its results do not consolidate into ours. Accordingly, we have presented the elimination of Paysafe's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of Paysafe on a three-month lag and we acquired our ownership interest on March 30, 2021. Accordingly, our net earnings and the segment tables above, respectively, for the year ended December 31, 2021, include our equity in Paysafe’s earnings and complete results of Paysafe, respectively, for the period from March 30, 2021 through September 30, 2021. See Note D for further discussion of our ownership interest in Paysafe and related accounting. • Optimal Blue . This segment consists of our 20.0% ownership interest in Optimal Blue. Optimal Blue is a leading provider of secondary market solutions and actionable data services. They operate a software-as-a-service, subscription-based mortgage marketplace that supports a network of originators and investors in the residential mortgage market. The marketplace provides a broad set of critical functions utilized by banks, credit unions and mortgage brokerage companies throughout the mortgage processing life cycle. Optimal Blue exceeds certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting and our chief operating decision maker reviews the financial results of Optimal Blue for purposes of assessing performance and allocating resources. Thus, we consider Optimal Blue a reportable segment and have included the results of operations of Optimal Blue in the tables above. We account for Optimal Blue using the equity method of accounting, and therefore its results do not consolidate into ours. Accordingly, we have presented the elimination of Optimal Blue's results in the Affiliate Elimination section of the segment presentation above. Our net earnings for the year ended December 31, 2020, includes our equity in Optimal Blue’s losses for the period from September 15, 2020, the date we made our initial acquisition of an ownership interest in Optimal Blue, to December 31, 2020. See Note D for further discussion of our ownership interest in Optimal Blue and related accounting. • AmeriLife. This segment consists of our 19.8% ownership interest in AmeriLife. AmeriLife is a leader in marketing and distributing life, health, and retirement solutions. AmeriLife has partnered with the nation’s leading insurance carriers to provide value and quality to customers served through a national distribution network of insurance agents and advisors, marketing organizations, and insurance agency locations. AmeriLife exceeds certain of the quantitative thresholds prescribed by ASC 280 Segment Reporting and our chief operating decision maker reviews the financial results of AmeriLife for purposes of assessing performance and allocating resources. Thus, we consider AmeriLife a reportable segment and have included the results of operations of AmeriLife in the tables above. We account for our ownership interest in AmeriLife under the equity method of accounting, and therefore, its results do not consolidate into ours. Accordingly, we have presented the elimination of AmeriLife's results in the Affiliate Elimination section of the segment presentation above. We report our equity in earnings or loss of AmeriLife on a three-month lag and we acquired our interest in AmeriLife on March 18, 2020. Our net earnings and the segment tables above, respectively, for the year ended December 31, 2021 includes our equity in AmeriLife’s losses and the complete results of AmeriLife, respectively, for the year ended September 30, 2021 and our net earnings and the segment tables above for the year ended December 31, 2020, respectively, includes our equity in AmeriLife's losses and complete results of AmeriLife for the period from March 18, 2020 through September 30, 2020. See Note D for further discussion of our ownership interest in AmeriLife and related accounting. • Corporate and Other. This aggregation of nonreportable segments consists of our share in the operations of certain controlled portfolio companies and other equity investments, activity of the corporate holding company and certain intercompany eliminations and taxes. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions FNF For the years ended December 31, 2020 and 2019, the Company was allocated certain corporate overhead and management services expenses from FNF based on the terms of the CSA and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. Total operating expenses allocated from FNF to us was $1.3 million in each of the years ended 2020 and 2019. In the year ended December 31, 2021, the Company paid $3.5 million to FNF for services under the CSA, employee costs and reimbursement for out of pocket expenses paid by FNF on our behalf. On January 17, 2020, we completed the purchase of our corporate office headquarters in Las Vegas, Nevada from an affiliate of FNF for $9.3 million. Trasimene During the year ended December 31, 2021, we incurred $33.6 million of management fee expenses payable to our Manager and incurred $44.5 million of carried interest expense related to sales of and distributions from Company investments. During the year ended December 31, 2020, we incurred $20.8 million of management fee expenses payable to our Manager, incurred $11.3 million of carried interest expense related to sales of and distributions from Company investments, and earned $9.1 million of income related to transaction fees earned by the Manager and allocable to us pursuant to the Management Services Agreement. Such management fees and carried interest expense are recorded in Other operating expenses and transaction fee income is recorded in Interest, investment and other income on our Consolidated Statements of Operations. Special Purpose Acquisition Company Investments and Commitments |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740) |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplementary Cash Flow Information | Supplementary Cash Flow Information The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2021 2020 2019 (In millions) Cash paid during the year: Interest $ 7.0 $ 5.5 $ 15.6 Income taxes 128.9 107.6 48.6 Operating leases 37.8 41.3 62.6 Non-cash investing and financing activities: Preferred shares received as consideration for note receivable from QOMPLX $ 19.3 $ — $ — Exchange of directly held Alight warrants for Alight common stock 12.8 — — Investment in CorroHealth received as partial consideration for T-System — — 60.2 Non-cash distribution of CoreLogic stock to Senator JV — 112.5 — Non-cash contribution of CoreLogic stock from Senator JV — 176.3 — Lease assets recognized in exchange for lease liabilities 9.3 65.0 8.5 Assets acquired in non-cash acquisition of Legendary Baking and VIBSQ — 96.5 — Liabilities assumed in non-cash acquisition of Legendary Baking and VIBSQ — 44.4 — Financing obligations assumed by O'Charley's in exchange for property — — 14.6 Property obtained by O'Charley's in exchange for stores — — 10.5 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Our revenue consists of the following: Year ended December 31, 2021 2020 2019 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 673.2 $ 534.1 $ 958.4 Bakery sales Restaurant Group 28.8 23.4 78.9 Franchise and other Restaurant Group 2.7 2.2 6.0 Total restaurant revenue 704.7 559.7 1,043.3 Other operating revenue: Real estate and resort Corporate and other 34.6 24.7 25.9 Other Corporate and other 2.9 1.3 0.8 Total other operating revenue 37.5 26.0 26.7 Total operating revenue 742.2 585.7 1,070.0 Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. Contract Balances The following table provides information about receivables and deferred revenue: December 31, December 31, 2021 2020 (In millions) Trade receivables, net $ 17.7 $ 17.6 Deferred revenue (contract liabilities) 23.1 23.9 Trade receivables, net are included in Other current assets on our Consolidated Balance Sheets. Deferred revenue is recorded primarily for restaurant gift card sales. The unrecognized portion of such revenue is recorded as Deferred revenue in the Consolidated Balance Sheets. Revenue of $20.6 million and $17.5 million was recognized in the years ended December 31, 2021 and 2020, respectively, which was included in Deferred revenue at the beginning of the period. There was no impairment related to contract balances. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. The Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the CSA and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. Both FNF and Cannae believe such allocations are reasonable; however, they may not be indicative of the actual results of operations or cash flows of the Company had the Company been operating as an independent, publicly traded company for the periods presented or the amounts that will be incurred by the Company in the future. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. |
Principles of Consolidation | All intercompany profits, transactions and balances have been eliminated. Our ownership interests in non-majority-owned partnerships and affiliates are accounted for under the equity method of accounting or as equity securities. Earnings attributable to noncontrolling interests are recorded on the Consolidated Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Consolidated Balance Sheets in each period. |
Management Estimates | Management Estimates The preparation of these Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the carrying amount and depreciation of property and equipment (Note E), the valuation of acquired intangible assets (Note H and Note I), fair value measurements (Note C), and accounting for income taxes (Note L). Actual results could differ from estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Highly liquid instruments, including money market instruments, purchased as part of cash management with original maturities of three months or less, and certain amounts in transit from credit and debit card processors, are considered cash equivalents. The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate their fair value. |
Investments | Investments Equity securities include our investment in Ceridian and are carried at fair value. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Fixed maturity securities, which may be sold prior to maturity, are carried at fair value and are classified as available for sale as of the balance sheet dates. Fair values for fixed maturity securities are principally a function of current market conditions and are valued based on quoted prices in markets that are not active or model inputs that are unobservable. Discount or premium is recorded for the difference between the purchase price and the principal amount. The discount or premium is amortized or accrued using the interest method and is recorded as an adjustment to interest, investment and other income. The interest method results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. Recognized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Unrealized gains or losses on fixed maturity securities, which are classified as available for sale, net of applicable deferred income tax expenses (benefits), are excluded from earnings and credited or charged directly to a separate component of equity. If any unrealized losses on available for sale fixed maturity securities are determined to be other-than-temporary, such unrealized losses are recognized as realized losses. Unrealized losses are considered other-than-temporary if factors exist that cause us to believe that the value will not increase to a level sufficient to recover our cost basis. Some factors considered in evaluating whether or not a decline in fair value is other-than-temporary include (i) our need and intent to sell the investment prior to a period of time sufficient to allow for a recovery in value; (ii) the duration and extent to which the fair value has been less than cost; and (iii) the financial condition and prospects of the issuer. Such reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. See Notes C and D for further discussion of our accounting for equity securities and investments in unconsolidated affiliates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments presented in the Consolidated Financial Statements are estimates of the fair value at a specific point in time using available market information and appropriate valuation methodologies. Estimates that use unobservable inputs are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. See Note C for further details. |
Distributions from Unconsolidated Affiliates | Distributions from Unconsolidated Affiliates We classify distributions received from unconsolidated affiliates in our Consolidated Statements of Cash Flows using the cumulative earnings approach. Under the cumulative earnings approach, distributions are considered returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions from an investee received in prior periods exceed the cumulative equity in earnings of such investee. When cumulative distributions from an investee exceed cumulative equity in earnings of the investee, such excess is considered a return of investment and is classified as a cash inflow from investing activities. |
Other Current Assets | Other Current AssetsPrepaid expenses and other current assets consist of trade receivables, inventory, prepaid operating expenses, the current portion of notes receivable, deposits and other miscellaneous current assets. |
Trade Receivables | Trade receivables are primarily for the Restaurant Group and consist primarily of business to business gift card sales, insurance-related reimbursement, rebates, tenant improvement allowances, and billings to franchisees for royalties, initial and renewal fees, equipment sales and rent. Trade receivables are recorded net of an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses related to existing receivables. The carrying values reported in the Consolidated Balance Sheets for trade receivables approximate their fair value. |
Inventory | Inventory primarily consists of food, beverages, packaging and supplies in our Restaurant Group segment and is stated at the lower of cost or net realizable value. Cost is determined using the first in, first out method for restaurant inventory and standard cost that approximates actual cost on a first in, first out basis for the bakery operations. |
Other long term investments and non-current assets | Other Long Term Investments and Non-Current Assets Other long-term investments consist mainly of investments in equity securities without a readily determinable fair value. See Note D for further discussion of our accounting for equity securities without a readily determinable fair value. Other non-current assets also includes notes receivable from third-parties and other miscellaneous non-current assets. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in business combinations. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. We have the option to first assess goodwill for impairment based on a review of qualitative factors to determine if events and circumstances exist that will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary. However, if the Company concludes otherwise, then it is required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. For the year ended December 31, 2021, we did not have any impairment of goodwill. For the year ended December 31, 2020, we recorded $7.8 million of impairment to goodwill in our Restaurant Group segment. The impairment charge is a result of deteriorating operating results and cash flow resulting from declining same store sales and increased costs at O'Charley's. The impairment recorded was calculated as the deficit between the carrying value of our O'Charley's reporting unit of our Restaurant Group compared to the fair value of the reporting unit determined by performing a combination of discounted cash flow and market approaches. For the year ended December 31, 2019 we recorded $35.1 million of impairment to goodwill in our former T-System segment and $10.4 million of impairment to goodwill in our Restaurant Group segment. The impairment in our former T-System segment is primarily a result of a decline in earnings multiples from comparable public companies and lower forecasted cash flows for its reporting units. The impairment charge in our Restaurant Group is a result of deteriorating operating results and cash flow resulting from declining same store sales and increased costs, primarily in our Village Inn and Bakers Square branded stores. The impairments recorded were calculated as the deficit between the carrying value of the reporting units of each segment compared to the fair value of the reporting unit determined by performing a combination of discounted cash flow and market approaches. Impairment to goodwill in our former T-System segment is included in Net loss from discontinued operations on the Consolidated Statement of Operations for the year ended December 31, 2019. See Note N. |
Other Intangible Assets | Other Intangible Assets We have other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames that are generally recorded in connection with acquisitions at their fair value, franchise rights, the fair value of purchased software and capitalized software development costs. Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives using an accelerated method, which takes into consideration expected customer attrition rates. Contractual relationships are generally amortized over their respective contractual lives. Useful lives of computer software range from three Trademarks and tradenames were generally considered intangible assets with indefinite lives and reviewed for impairment at least annually. In conjunction with our annual testing for impairment of tradenames during the fourth quarter of 2020 and in light of the deteriorating operating environment for restaurants, we changed our estimate of the useful lives of our tradenames |
Property and Equipment, net | Property and Equipment, net Property and equipment, net are recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: thirty three |
Insurance Reserves | Insurance ReservesOur Restaurant Group companies are currently self-insured for a portion of its workers' compensation, general liability, and liquor liability losses (collectively, casualty losses) as well as certain other insurable risks. To mitigate the cost of the Restaurant Group's exposures for certain property and casualty losses, we make annual decisions to either retain the risks of loss up to a certain maximum per occurrence, aggregate loss limits negotiated with its insurance carriers, or fully insure those risks. Our Restaurant Group companies are also self-insured for healthcare claims for eligible participating employees subject to certain deductibles and limitations. We have accounted for such retained liabilities for casualty losses and healthcare claims, including reported and incurred but not reported claims, based on information provided by third-party actuaries. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. We recognize the benefits of uncertain tax positions in the financial statements only after determining a more likely than not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes in the financial statements as appropriate. Uncertain tax positions are accounted for by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of judgment in assessing the timing and amounts of deductible and taxable items. Tax positions that meet the more likely than not recognition threshold are recognized and measured as the largest amount of tax benefit that is more than 50% likely to be realized upon settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as components of income tax expense. |
Advertising Costs | Advertising Costs The Company expenses advertising and marketing costs as incurred, except for certain advertising production costs that are initially capitalized and subsequently expensed the first time the advertising takes place. During the years ended December 31, 2021, 2020, and 2019, the Company incurred $16.0 million, $15.7 million, and $30.0 million of advertising and marketing costs, respectively, related to advertising in our Restaurant Group and in our real estate operations. These costs are included in Other operating expenses on the Consolidated Statements of Operations. |
Comprehensive Earnings | Comprehensive Earnings We report comprehensive earnings in accordance with GAAP on the Consolidated Statements of Comprehensive Earnings. Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to realized losses and are included in Recognized gains and losses, net on the Consolidated Statements of Operations. Our policy is to release income tax effects from accumulated other comprehensive income at such time as the earnings or loss of the related activity are recognized in earnings (e.g., upon sale of an investment). |
Stock-Based Compensation Plans | Stock-Based Compensation PlansStock-based compensation expense includes restricted stock awards granted in Cannae common stock to directors and certain members of management. We account for stock-based compensation plans using the fair value method. Under the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date, using quoted market prices of the underlying stock, and recognized over the service period. |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock, which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740) |
Revenue Recognition | Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer. |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in the balance of other comprehensive earnings by component are as follows: Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Unrealized (loss) gain relating to investments in unconsolidated affiliates Total Accumulated Other Comprehensive (Loss) Earnings (In millions) Balance December 31, 2019 $ (0.5) $ (45.4) $ (45.9) Other comprehensive earnings (loss) 10.7 (15.9) (5.2) Reclassification adjustments — 46.2 46.2 Balance December 31, 2020 $ 10.2 $ (15.1) $ (4.9) Other comprehensive earnings 0.6 5.7 6.3 Reclassification adjustments (10.8) 2.2 (8.6) Balance December 31, 2021 $ — $ (7.2) $ (7.2) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Future Payments Under Operating Lease Arrangements Under ASC Topic 842 | Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2021 are as follows (in millions): 2022 $ 36.1 2023 32.9 2024 25.1 2025 22.1 2026 20.2 Thereafter 132.6 Total lease payments, undiscounted $ 269.0 Less: discount 79.1 Total operating lease liability as of December 31, 2021, at present value $ 189.9 Less: operating lease liability as of December 31, 2021, current 23.8 Operating lease liability as of December 31, 2021, long term $ 166.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, respectively: December 31, 2021 Level 1 Level 2 Level 3 Total (In millions) Assets: Equity securities: Ceridian $ 1,044.6 $ — $ — $ 1,044.6 AAII FPA — — 0.5 0.5 Total equity securities 1,044.6 — 0.5 1,045.1 Other noncurrent assets: S1 Backstop Agreement — 12.0 — 12.0 Paysafe Warrants 5.4 — — 5.4 AAII Warrants — 19.3 — 19.3 Total other noncurrent assets 5.4 31.3 — 36.7 Total Assets $ 1,050.0 $ 31.3 $ 0.5 $ 1,081.8 December 31, 2020 Level 1 Level 2 Level 3 Total (In millions) Fixed-maturity securities available for sale: Corporate debt securities $ — $ — $ 35.2 $ 35.2 Equity securities: Ceridian 1,491.8 — — 1,491.8 FTAC FPA and FTAC II FPA — — 136.1 136.1 Paysafe Subscription Agreement — — 169.6 169.6 Other 1.6 — — 1.6 Total assets $ 1,493.4 $ — $ 340.9 $ 1,834.3 |
Summary of Changes in Fair Values Level 3 Assets Measured on Recurring Basis | The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis. Year Ended December 31, 2021 Corporate debt Forward Purchase Subscription AAII securities Agreements Agreements Warrants Total Fair value, beginning of period $ 35.2 $ 136.1 $ 169.6 $ — 340.9 Recognized gain on settlement (1) 1.5 — — — 1.5 Net valuation (loss) gain included in earnings (1) — (24.2) 7.7 (8.9) (25.4) Reclassification to investments in unconsolidated affiliates and Warrants — (111.4) (177.3) — (288.7) Purchase of AAII Warrants — — — 29.6 29.6 Net valuation gain included in other comprehensive earnings (2) 0.6 — — — 0.6 Transfers to Level 2 — — — (20.7) (20.7) Redemption of corporate debt securities (37.3) — — — (37.3) Fair value, end of period $ — $ 0.5 $ — $ — $ 0.5 Year Ended December 31, 2020 Corporate debt Forward Purchase Subscription securities Agreements Agreements Total Fair value, beginning of period $ 19.2 $ — $ — $ 19.2 Paid-in-kind dividends 1.3 — — 1.3 Net valuation gain included in earnings (1) — 136.1 169.6 305.7 Net valuation gain included in other comprehensive earnings (2) 14.7 — — 14.7 Fair value, end of period $ 35.2 $ 136.1 $ 169.6 $ 340.9 ___________________________________ (1) Included in Recognized gains and (losses), 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) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Gain (Loss) on Securities | Gains (losses) on equity securities included in Recognized losses (gains), net on the Consolidated Statements of Operations consisted of the following for the years ended December 31, 2021 and 2020 (in millions): Year ended December 31, 2021 2020 Net (losses) gains recognized during the period on equity securities $ (52.8) $ 1,991.0 Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period (32.3) 410.2 Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date $ (20.5) $ 1,580.8 |
Schedule of Investments in Unconsolidated Affiliates and Summarized Financial Information | Investments in unconsolidated affiliates recorded using the equity method of accounting as of December 31, 2021 and 2020 consisted of the following (in millions): Ownership at December 31, 2021 2021 2020 Dun & Bradstreet 15.8% $ 595.0 $ 653.2 Alight/FTAC Sponsor (1) 10.0% 505.0 — Paysafe 8.3% 431.1 — Optimal Blue 20.0% 267.7 279.8 AmeriLife 19.8% 112.7 121.1 Sightline 32.6% 269.5 — Other various 80.3 398.9 Total $ 2,261.3 $ 1,453.0 _____________________________________ (1) Represents both the Company's direct interest in Alight and indirect interest in Alight held through our interest in the FTAC Sponsor. Equity in earnings (losses) of unconsolidated affiliates for the periods indicated consisted of the following (in millions): Year ended December 31, 2021 2020 2019 Dun & Bradstreet $ (13.5) $ (46.8) $ (132.8) Paysafe/FTAC II Sponsor 53.3 — — Alight/FTAC Sponsor 38.2 — — Ceridian (1) — 1.5 16.4 Optimal Blue (13.8) (9.4) — Senator JV (1.2) — — AmeriLife (8.7) (4.0) — Sightline (2.4) — — Other 20.7 117.8 1.3 Total $ 72.6 $ 59.1 $ (115.1) _____________________________________ (1) The amount for the year ended December 31, 2020 represents the Company's equity in earnings of Ceridian in the three months ended March 31, 2020 prior to the change in accounting for the investment beginning March 31, 2020. Summarized financial information for Dun & Bradstreet and Star Parent, L.P. ("Star Parent"), the former parent of D&B through which we acquired our ownership interest prior to D&B's initial public offering, for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Consolidated Balance Sheets and Statements of Operations, respectively, is presented below. We acquired our initial interest in Star Parent on February 8, 2019. The results of operations for the year ended December 31, 2019 presented below represent Star Parent's results of operations subsequent to our acquisition. December 31, December 31, (In millions) Total current assets $ 718.0 $ 874.4 Goodwill and other intangible assets, net 8,317.8 7,672.7 Other noncurrent assets 961.4 673.2 Total assets $ 9,997.2 $ 9,220.3 Current liabilities $ 1,004.9 $ 828.1 Long-term debt 3,716.7 3,255.8 Other non-current liabilities 1,530.3 1,552.5 Total liabilities 6,251.9 5,636.4 Noncontrolling interest 64.1 58.3 Total equity 3,745.3 3,583.9 Total liabilities and equity $ 9,997.2 $ 9,220.3 Year ended December 31, For the period from February 8, 2019 to December 31, 2019 2021 2020 (In millions) Total revenues $ 2,165.6 $ 1,738.7 $ 1,413.9 Loss before income taxes (45.2) (226.4) (540.0) Net loss (65.9) (111.6) (425.8) Dividends attributable to preferred equity and noncontrolling interest expense (5.8) (69.0) (120.5) Net loss attributable to Dun & Bradstreet and Star Parent (71.7) (180.6) (546.3) December 31, December 31, (In millions) Total current assets $ 73.3 $ 38.0 Goodwill and other intangible assets, net 1,711.0 1,831.3 Other assets 105.2 100.1 Total assets $ 1,889.5 $ 1,969.4 Current liabilities $ 33.4 $ 28.9 Long-term debt 494.0 493.0 Other non-current liabilities 80.9 105.0 Total liabilities 608.3 626.9 Redeemable member's interest 1,188.8 578.0 Additional paid-in capital 210.8 813.0 Retained deficit (118.4) (48.5) Total members' equity 92.4 764.5 Total liabilities, redeemable member's interest and equity $ 1,889.5 $ 1,969.4 Year ended December 31, 2021 For the period from September 15, 2020 to December 31, 2020 (In millions) Total revenues $ 180.6 $ 45.4 Operating loss (50.1) (38.1) Net loss (69.9) (45.9) September 30, (In millions) Total current assets $ 1,825.9 Goodwill and other intangible assets, net 4,699.7 Other assets 67.5 Total assets $ 6,593.1 Current liabilities $ 1,623.6 Long-term debt 2,190.9 Other liabilities 172.6 Total liabilities 3,987.1 Noncontrolling interest 137.8 Total equity 2,606.0 Total liabilities and equity $ 6,593.1 For the period from March 31, 2021 to September 30, 2021 (In millions) Total revenues $ 737.9 Operating loss (261.6) Net loss (140.3) Net earnings attributable to noncontrolling interest 0.3 Net loss attributable to Paysafe (140.6) September 30, (In millions) Total current assets $ 2,914.0 Goodwill and other intangible assets, net 7,360.0 Other assets 683.0 Total assets $ 10,957.0 Current liabilities $ 2,148.0 Long-term debt 2,839.0 Other liabilities 1,292.0 Total liabilities 6,279.0 Noncontrolling interests 825.0 Total equity 4,678.0 Total liabilities and equity $ 10,957.0 For the period from July 2, 2021 through September 30, 2021 (In millions) Total revenues $ 690.0 Operating income 25.0 Net loss (120.0) Net loss attributable to noncontrolling interests (13.0) Net loss attributable to Alight (107.0) September 30, (In millions) Total current assets $ 49.3 Goodwill and other intangible assets, net 136.9 Other assets 0.6 Total assets $ 186.8 Current liabilities $ 7.8 Other liabilities 0.2 Total liabilities 8.0 Total equity 178.8 Total liabilities and equity $ 186.8 For the period from April 1, 2021 through September 30, 2021 (In millions) Total revenues $ 22.9 Net loss (11.6) 2020 includes our equity in AmeriLife’s losses for the period from October 1, 2020 through September 30, 2021 and March 18, 2020 through September 30, 2020, respectively. September 30, September 30, (In millions) Total current assets $ 108.3 $ 108.5 Goodwill and other intangible assets, net 1,646.1 1,370.4 Other assets 24.4 16.4 Total assets $ 1,778.8 $ 1,495.3 Current liabilities $ 78.2 $ 53.1 Long-term debt 856.5 645.2 Other non-current liabilities 24.7 14.7 Total liabilities 959.4 713.0 Member's equity 570.0 613.4 Noncontrolling interest - nonredeemable 249.4 168.9 Total member's equity 819.4 782.3 Total liabilities and member's equity $ 1,778.8 $ 1,495.3 For the year ended September 30, 2021 For the period from March 18, 2020 through September 30, 2020 (In millions) Total revenues $ 548.1 $ 171.3 Operating income 35.2 9.5 Net loss (13.7) (10.1) Income attributable to noncontrolling interests 31.2 8.3 Net loss attributable to AmeriLife (44.9) (18.4) |
Carrying Amount of Available-for-sale Securities | The carrying amounts and fair values of our fixed maturity securities at December 31, 2020 are as follows: December 31, 2020 Carrying Cost Basis Unrealized Unrealized Fair (In millions) Fixed maturity securities available for sale: Corporate debt securities $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 Total $ 35.2 $ 22.0 $ 13.2 $ — $ 35.2 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: December 31, 2021 2020 (In millions) Furniture, fixtures and equipment $ 101.8 $ 118.3 Leasehold improvements 125.6 129.6 Land 25.2 36.7 Buildings 26.5 40.9 Other 4.0 5.1 283.1 330.6 Accumulated depreciation and amortization (182.5) (184.8) $ 100.6 $ 145.8 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goo dwill consists of the following: Restaurant Group Corporate Total (in millions) Balance, December 31, 2019 $ 66.1 $ — $ 66.1 Impairment (7.8) — (7.8) Deconsolidation of Blue Ribbon (4.9) — (4.9) Balance, December 31, 2020 $ 53.4 $ — $ 53.4 Balance, December 31, 2021 $ 53.4 $ — $ 53.4 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The table below summarizes select information related to variable interests held by the Company as of December 31, 2021 and 2020, of which we are not the primary beneficiary: 2021 2020 Total Assets Maximum Exposure Total Assets Maximum Exposure (in millions) Investments in unconsolidated affiliates $ 4.5 $ 4.5 $ 299.7 $ 299.7 Paysafe Subscription Agreement — — 169.6 169.6 Forward Purchase Agreements 0.5 0.5 136.1 136.1 S1 Backstop Agreement 12.0 12.0 — — |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Non-Amortizable Intangible Assets | Other intangible assets consist of the following: December 31, 2021 2020 (In millions) Trademarks and tradenames $ 24.1 $ 37.8 Software 13.8 13.5 Franchise rights 1.6 9.3 Customer relationships and contracts 5.2 5.2 44.7 65.8 Accumulated amortization (17.8) (14.0) $ 26.9 $ 51.8 |
Schedule of Amortizable Intangible Assets | Other intangible assets consist of the following: December 31, 2021 2020 (In millions) Trademarks and tradenames $ 24.1 $ 37.8 Software 13.8 13.5 Franchise rights 1.6 9.3 Customer relationships and contracts 5.2 5.2 44.7 65.8 Accumulated amortization (17.8) (14.0) $ 26.9 $ 51.8 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Combination | The consideration transferred was determined as follows (in millions): Notes receivable from Blue Ribbon $ 34.0 Fair value of investment in Blue Ribbon immediately prior to its emergence from bankruptcy 15.2 Total consideration transferred $ 49.2 |
Summary of Preliminary Fair Value for Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (dollars in millions): Fair Value Cash $ 8.6 Other current assets 24.9 Property and equipment 23.2 Lease assets 14.7 Other intangible assets 22.5 Other noncurrent assets 2.6 Total assets acquired $ 96.5 Current liabilities $ 27.6 Lease liabilities 14.5 Other noncurrent liabilities 2.3 Total liabilities assumed $ 44.4 Net assets acquired $ 52.1 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The gross carrying value and weighted average estimated useful lives of Property and equipment and Other intangible assets acquired consist of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 23.2 12 Other intangible assets: Tradenames $ 8.0 15 Franchise agreements 7.7 10 Customer relationships 6.4 4 Software 0.4 5 Total Other intangible assets $ 22.5 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities, Current and Long Term | Accounts payable and other accrued liabilities, current consist of the following: December 31, 2021 2020 (In millions) Accrued payroll and employee benefits $ 24.4 $ 21.5 Trade accounts payable 22.7 25.7 Accrued casualty self insurance expenses 8.7 11.5 Tax liabilities, excluding income taxes payable 7.9 9.9 Other accrued liabilities 41.9 24.6 $ 105.6 $ 93.2 Accounts payable and other accrued liabilities, long term consist of the following: December 31, 2021 2020 (In millions) Restaurant Group financing obligations $ 29.5 $ 29.4 Other accrued liabilities 15.5 23.7 $ 45.0 $ 53.1 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: December 31, 2021 2020 (In millions) 2020 Margin Facility $ — $ — Restaurant Revolver — — FNF Revolver — — 99 Term Loan — 16.8 99 Revolver — 5.0 Brasada Interstate Loans 12.6 13.1 Other 3.8 28.6 Notes payable, total $ 16.4 $ 63.5 Less: Notes payable, current 2.3 11.3 Notes payable, long term $ 14.1 $ 52.2 |
Gross Principal Maturities Based Upon Contractual Maturities of Notes Payable | Gross principal maturities of notes payable at December 31, 2021 are as follows (in millions): 2022 $ 2.2 2023 0.8 2024 1.1 2025 0.8 2026 10.6 Thereafter 1.6 $ 17.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense on Continuing Operations | Income tax expense (benefit) on continuing operations consists of the following: Year Ended December 31, 2021 2020 2019 (In millions) Current $ 101.5 $ 116.1 $ 64.7 Deferred (175.5) 365.1 (40.5) $ (74.0) $ 481.2 $ 24.2 |
Schedule of Reconciliation of Effective Tax Rate | A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit (0.3) (0.1) (0.2) Tax credits 1.0 (0.1) (2.6) Valuation allowance 0.1 0.1 0.5 Non-deductible expenses and other, net — — 0.1 Non-deductible executive compensation (1.3) 0.5 1.8 Noncontrolling interests — 0.3 2.6 Basis difference in investments 0.7 — (2.8) Other (0.6) (0.2) (1.0) Effective tax rate excluding equity investments 20.6 % 21.5 % 19.4 % Equity investments (3.5) 0.6 (9.2) Effective tax rate 17.1 % 22.1 % 10.2 % |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities at December 31, 2021 and 2020 consist of the following: December 31, 2021 2020 (In millions) Deferred tax assets: Net operating loss carryforwards $ 3.3 $ 4.1 Other 0.5 1.4 Total gross deferred tax asset 3.8 5.5 Less: valuation allowance (3.0) (3.3) Total deferred tax asset $ 0.8 $ 2.2 Deferred tax liabilities: Partnerships $ (144.6) $ (327.5) Total deferred tax liability $ (144.6) $ (327.5) Net deferred tax liability $ (143.8) $ (325.3) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Obligations | Purchase obligations as of December 31, 2021 are as follows (in millions): 2022 $ 94.3 2023 8.6 2024 6.4 2025 6.3 2026 6.4 Thereafter 0.8 Total purchase commitments $ 122.8 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of Operations and Financial Position | A reconciliation of the operations of T-System included in the Consolidated Statement of Operations is shown below: Year Ended December 31, 2019 (in millions) Revenues: Other operating revenue $ 50.4 Total operating revenues 50.4 Operating expenses: Personnel costs 33.1 Depreciation and amortization 13.7 Other operating expenses 19.1 Goodwill impairment 35.1 Total operating expenses 101.0 Operating loss (50.6) Other expense: Recognized loss (6.9) Total other expense (6.9) Loss before income taxes (57.5) Income tax benefit (5.7) Net loss from discontinued operations $ (51.8) Cash flow from discontinued operations data: Net cash provided by operations $ 2.7 Net cash used in investing activities $ (0.5) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Restricted Stock Transactions Under Omnibus Plan | Restricted stock transactions under the Omnibus Plan in 2020, 2019 and 2018 are as follows: Shares Weighted Average Grant Date Fair Value Balance, December 31, 2017 287,059 $ 18.45 Granted 384,281 17.98 Vested (95,685) 18.45 Balance, December 31, 2018 575,655 $ 18.13 Granted 18,642 34.45 Vested (223,777) 18.18 Balance, December 31, 2019 370,520 $ 18.93 Granted 13,993 40.53 Vested (234,885) 18.60 Balance, December 31, 2020 149,628 $ 21.46 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Reportable Segments | As of and for the year ended December 31, 2021: Restaurant Group Dun & Bradstreet Optimal Blue Amerilife Paysafe Alight Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 704.7 $ — $ — $ — $ — $ — $ — $ — $ 704.7 Other revenues — 2,165.6 180.6 548.1 737.9 690.0 37.5 (4,322.2) 37.5 Revenues from external customers 704.7 2,165.6 180.6 548.1 737.9 690.0 37.5 (4,322.2) 742.2 Interest and investment income, including recognized (losses) gains, net 2.1 0.7 — — 143.1 — (291.8) (143.8) (289.7) Total revenues and other income 706.8 2,166.3 180.6 548.1 881.0 690.0 (254.3) (4,466.0) 452.5 Depreciation and amortization 24.0 615.9 135.2 65.7 131.9 10.0 2.6 (958.7) 26.6 Interest expense (8.8) (206.4) (31.5) (48.9) (82.0) (28.0) (1.0) 396.8 (9.8) (Loss) earnings from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates (18.3) (45.2) (81.6) (13.7) (200.5) (120.0) (414.7) 461.0 (433.0) Income tax expense (benefit) 1.0 23.4 (11.7) — (60.2) — (75.0) 48.5 (74.0) (Loss) earnings from continuing operations, before equity in earnings (loss) of unconsolidated affiliates (19.3) (68.6) (69.9) (13.7) (140.3) (120.0) (339.7) 412.5 (359.0) Equity in earnings of unconsolidated affiliates — 2.7 — — — — 17.1 52.8 72.6 Loss from continuing operations $ (19.3) $ (65.9) $ (69.9) $ (13.7) $ (140.3) $ (120.0) $ (322.6) $ 465.3 $ (286.4) Assets $ 395.5 $ 9,997.2 $ 1,889.5 $ 1,778.8 $ 6,593.1 $ 10,957.0 $ 3,494.1 $ (31,215.6) $ 3,889.6 Goodwill 53.4 3,493.3 1,228.7 947.4 3,536.6 3,356.0 — (12,562.0) 53.4 As of and for the year ended December 31, 2020: Restaurant Group Dun & Bradstreet Optimal Blue Amerilife Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 559.7 $ — $ — $ — $ — $ — $ 559.7 Other revenues — 1,738.7 45.4 171.3 26.0 (1,955.4) 26.0 Revenues from external customers 559.7 1,738.7 45.4 171.3 26.0 (1,955.4) 585.7 Interest and investment income, including recognized gains (losses), net 7.5 0.7 — — 2,371.9 (0.7) 2,379.4 Total revenues and other income 567.2 1,739.4 45.4 171.3 2,397.9 (1,956.1) 2,965.1 Depreciation and amortization 27.7 537.8 39.3 15.4 3.0 (592.5) 30.7 Interest expense (8.6) (271.1) (9.3) (19.7) (0.4) 300.1 (9.0) (Loss) earnings from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates (85.5) (226.4) (47.4) (10.1) 2,267.4 283.9 2,181.9 Income tax expense (benefit) (1.0) (112.4) (1.5) — 482.2 113.9 481.2 (Loss) earnings from continuing operations, before equity in earnings of unconsolidated affiliates (84.5) (114.0) (45.9) (10.1) 1,785.2 170.0 1,700.7 Equity in (losses) earnings of unconsolidated affiliates (9.2) 2.4 — — 128.3 (62.4) 59.1 (Loss) earnings from continuing operations $ (93.7) $ (111.6) $ (45.9) $ (10.1) $ 1,913.5 $ 107.6 $ 1,759.8 Assets $ 520.9 $ 9,220.3 $ 1,969.4 $ 1,495.3 $ 4,092.5 $ (12,685.0) $ 4,613.4 Goodwill 53.4 2,857.9 1,236.8 806.2 — (4,900.9) 53.4 As of and for the year ended December 31, 2019: Restaurant Group Dun & Bradstreet Corporate Affiliate Elimination Total (in millions) Restaurant revenues $ 1,043.3 $ — $ — $ — $ 1,043.3 Other revenues — 1,413.9 26.7 (1,413.9) 26.7 Revenues from external customers 1,043.3 1,413.9 26.7 (1,413.9) 1,070.0 Interest and investment income, including recognized gains (losses), net 3.9 2.4 369.4 (2.4) 373.3 Total revenues and other income 1,047.2 1,416.3 396.1 (1,416.3) 1,443.3 Depreciation and amortization 38.5 482.4 2.2 (482.4) 40.7 Interest expense (5.4) (303.5) (12.4) 303.5 (17.8) (Loss) earnings from continuing operations, before income taxes and equity in losses of unconsolidated affiliates (80.9) (540.0) 318.8 540.0 237.9 Income tax expense (benefit) 0.3 (110.0) 23.9 110.0 24.2 (Loss) earnings from continuing operations, before equity in losses of unconsolidated affiliates (81.2) (430.0) 294.9 430.0 213.7 Equity in earnings (losses) of unconsolidated affiliates — 4.2 1.3 (120.6) (115.1) (Loss) earnings from continuing operations $ (81.2) $ (425.8) $ 296.2 $ 309.4 $ 98.6 Assets $ 572.8 $ 9,112.8 $ 1,519.4 $ (9,112.8) $ 2,092.2 Goodwill 66.1 2,840.1 — (2,840.1) 66.1 |
Supplementary Cash Flow Infor_2
Supplementary Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow information | The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2021 2020 2019 (In millions) Cash paid during the year: Interest $ 7.0 $ 5.5 $ 15.6 Income taxes 128.9 107.6 48.6 Operating leases 37.8 41.3 62.6 Non-cash investing and financing activities: Preferred shares received as consideration for note receivable from QOMPLX $ 19.3 $ — $ — Exchange of directly held Alight warrants for Alight common stock 12.8 — — Investment in CorroHealth received as partial consideration for T-System — — 60.2 Non-cash distribution of CoreLogic stock to Senator JV — 112.5 — Non-cash contribution of CoreLogic stock from Senator JV — 176.3 — Lease assets recognized in exchange for lease liabilities 9.3 65.0 8.5 Assets acquired in non-cash acquisition of Legendary Baking and VIBSQ — 96.5 — Liabilities assumed in non-cash acquisition of Legendary Baking and VIBSQ — 44.4 — Financing obligations assumed by O'Charley's in exchange for property — — 14.6 Property obtained by O'Charley's in exchange for stores — — 10.5 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of the following: Year ended December 31, 2021 2020 2019 Revenue Stream Segment Total Revenue Restaurant revenue: (in millions) Restaurant sales Restaurant Group $ 673.2 $ 534.1 $ 958.4 Bakery sales Restaurant Group 28.8 23.4 78.9 Franchise and other Restaurant Group 2.7 2.2 6.0 Total restaurant revenue 704.7 559.7 1,043.3 Other operating revenue: Real estate and resort Corporate and other 34.6 24.7 25.9 Other Corporate and other 2.9 1.3 0.8 Total other operating revenue 37.5 26.0 26.7 Total operating revenue 742.2 585.7 1,070.0 |
Contract Balances, Receivables and Deferred Revenue | The following table provides information about receivables and deferred revenue: December 31, December 31, 2021 2020 (In millions) Trade receivables, net $ 17.7 $ 17.6 Deferred revenue (contract liabilities) 23.1 23.9 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies - Split-off of Cannae From FNF (Details) | Oct. 07, 2020 | Nov. 17, 2017$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Business Acquisition [Line Items] | ||||
Par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Services agreement, extended term | 2 years | |||
Services agreement, interest rate payable from service provider | 10.00% | |||
Corporate Services Agreement | FNF | ||||
Business Acquisition [Line Items] | ||||
Services agreement, termination period, prior to termination date | 30 days | |||
Services agreement, successive renewal terms | 1 year | |||
FNFV Group | ||||
Business Acquisition [Line Items] | ||||
Par value per share (in dollars per share) | $ 0.0001 | |||
CNNE | ||||
Business Acquisition [Line Items] | ||||
Par value per share (in dollars per share) | $ 0.0001 | |||
Number of shares of common stock in newly formed entity received for each share redeemed (ratio) | 1 |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Recent Developments (Details) | Feb. 15, 2022USD ($)$ / sharesshares | Jan. 10, 2022USD ($)shares | Nov. 11, 2021USD ($) | Oct. 31, 2021USD ($) | Oct. 21, 2021shares | Sep. 07, 2021USD ($) | Aug. 16, 2021USD ($) | Aug. 10, 2021USD ($) | Jul. 02, 2021USD ($)shares | Jun. 28, 2021USD ($)shares | May 20, 2021USD ($)shares | May 10, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 30, 2021USD ($)shares | Mar. 01, 2021USD ($)shares | Feb. 25, 2021USD ($)shares$ / sharesshares | Jan. 08, 2021shares | Jan. 07, 2021 | Jan. 31, 2022USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Nov. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Jul. 31, 2021USD ($)shares | Feb. 25, 2022shares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Jan. 27, 2022USD ($)shares | Oct. 14, 2021 | Jun. 24, 2021USD ($) | Jan. 25, 2021USD ($)shares |
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Investments in Alight, net of subscription fees earned | $ 446,300,000 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 2,261,300,000 | $ 2,261,300,000 | $ 1,453,000,000 | ||||||||||||||||||||||||||||||
Par value per share (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
VIBSQ | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Loss on sale of disposal group | $ 9,400,000 | ||||||||||||||||||||||||||||||||
Legendary Baking | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Loss on sale of disposal group | $ 3,900,000 | ||||||||||||||||||||||||||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | VIBSQ | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Consideration for sale of disposal group | $ 13,500,000 | ||||||||||||||||||||||||||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Legendary Baking | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Consideration for sale of disposal group | $ 6,100,000 | ||||||||||||||||||||||||||||||||
Loss on disposal group previously recorded | $ 7,000,000 | ||||||||||||||||||||||||||||||||
Dun & Bradstreet | Bisnode Business Information Group AB | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued in business combination (in shares) | shares | 6,200,000 | ||||||||||||||||||||||||||||||||
Paysafe | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 59,800,000 | 59,800,000 | |||||||||||||||||||||||||||||||
Ceridian | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||
Percentage of ownership after sale of stock transaction | 6.60% | ||||||||||||||||||||||||||||||||
Ceridian | Subsequent Event | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 8,000,000 | ||||||||||||||||||||||||||||||||
Percentage of ownership after sale of stock transaction | 5.30% | ||||||||||||||||||||||||||||||||
Dun & Bradstreet | Subsequent Event | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 88,300,000 | ||||||||||||||||||||||||||||||||
Ownership (as a percent) | 20.50% | ||||||||||||||||||||||||||||||||
Equity investment, shares of common stock received (in shares) | shares | 21,800,000 | ||||||||||||||||||||||||||||||||
Par value per share (in usd per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||
Ceridian | Underwritten Secondary Public Offering | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Sale of stock (in shares) | shares | 1,000,000 | 2,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 125,800,000 | $ 175,000,000 | $ 100,000,000 | ||||||||||||||||||||||||||||||
Ceridian | Underwritten Secondary Public Offering | Subsequent Event | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Sale of stock (in shares) | shares | 2,000,000 | ||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 173,300,000 | ||||||||||||||||||||||||||||||||
Dun & Bradstreet | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of ownership after sale of stock transaction | 17.70% | ||||||||||||||||||||||||||||||||
Percentage of ownership before stock sale transaction | 18.10% | ||||||||||||||||||||||||||||||||
Gain on sale of stock | $ 18,600,000 | ||||||||||||||||||||||||||||||||
Ownership (as a percent) | 15.80% | 15.80% | |||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 595,000,000 | $ 595,000,000 | $ 653,200,000 | ||||||||||||||||||||||||||||||
Equity investment | $ 0 | 200,000,000 | 526,100,000 | ||||||||||||||||||||||||||||||
Dun & Bradstreet | Subsequent Event | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Shares transferred to Manager for carried interest (in shares) | shares | 1,600,000 | ||||||||||||||||||||||||||||||||
Dun & Bradstreet | Underwritten Secondary Public Offering | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Sale of stock (in shares) | shares | 8,500,000 | ||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 186,000,000 | ||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 68,100,000 | ||||||||||||||||||||||||||||||||
Gain on sale of stock | $ 111,100,000 | ||||||||||||||||||||||||||||||||
Alight | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Equity investment, shares of common stock received (in shares) | shares | 50,390,129 | 1,300,000 | |||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 446,600,000 | ||||||||||||||||||||||||||||||||
Equity investment , warrants received (in shares) | shares | 5,000,000 | ||||||||||||||||||||||||||||||||
Equity investment, units received (in shares) | shares | 3,026,666 | ||||||||||||||||||||||||||||||||
Proceeds from investment in PIPE, fees | $ 6,100,000 | ||||||||||||||||||||||||||||||||
Alight | Alight Subscription Agreement, Purchase of Common Stock | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Subscription agreement, commitment to purchase, shares (in shares) | shares | 25,000,000 | ||||||||||||||||||||||||||||||||
Subscription agreement, commitment to purchase | $ 250,000,000 | ||||||||||||||||||||||||||||||||
Investments in Alight, net of subscription fees earned | $ 250,000,000 | ||||||||||||||||||||||||||||||||
Alight | Foley Trasimene Acquisition Corp, Forward Purchase Agreement | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Investments in Alight, net of subscription fees earned | 150,000,000 | ||||||||||||||||||||||||||||||||
Alight | Sponsor, FTAC | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Equity investment, shares of common stock received (in shares) | shares | 786,933 | ||||||||||||||||||||||||||||||||
Foley Trasimene Acquisition Corp | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Investments in Alight, net of subscription fees earned | $ 52,400,000 | ||||||||||||||||||||||||||||||||
Forward purchase agreement, investment, shares purchased (in shares) | shares | 5,200,000 | ||||||||||||||||||||||||||||||||
Forward purchase agreement, investment, shares sold (in shares) | shares | 1,000,000 | ||||||||||||||||||||||||||||||||
Forward purchase agreement, sale of stock, proceeds | $ 10,300,000 | ||||||||||||||||||||||||||||||||
Sponsor, FTAC | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 4,500,000 | ||||||||||||||||||||||||||||||||
Alight/FTAC Sponsor | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 52,500,000 | 52,500,000 | |||||||||||||||||||||||||||||||
Ownership (as a percent) | 10.00% | 10.00% | |||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 505,000,000 | $ 505,000,000 | 0 | ||||||||||||||||||||||||||||||
Paysafe | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Ownership (as a percent) | 8.30% | 8.30% | |||||||||||||||||||||||||||||||
Equity investment, shares of common stock received (in shares) | shares | 54,294,395 | ||||||||||||||||||||||||||||||||
Investments in Alight, net of subscription fees earned | $ 22,400,000 | ||||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 504,700,000 | $ 431,100,000 | $ 431,100,000 | 0 | |||||||||||||||||||||||||||||
Equity investment , warrants received (in shares) | shares | 5,000,000 | ||||||||||||||||||||||||||||||||
Equity investment, units received (in shares) | shares | 3,134,067 | ||||||||||||||||||||||||||||||||
Proceeds from investment in PIPE, fees | $ 5,600,000 | ||||||||||||||||||||||||||||||||
Shares purchased (in shares) | shares | 5,700,000 | ||||||||||||||||||||||||||||||||
Paysafe | Paysafe Subscription Agreement | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Equity investment | $ 350,000,000 | ||||||||||||||||||||||||||||||||
Paysafe | Forward Purchase Agreement, Purchase of Common Stock | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Equity investment | $ 150,000,000 | ||||||||||||||||||||||||||||||||
Optimal Blue | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Ownership (as a percent) | 20.00% | 20.00% | |||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 267,700,000 | $ 267,700,000 | 279,800,000 | ||||||||||||||||||||||||||||||
Equity investment | 0 | 289,000,000 | 0 | ||||||||||||||||||||||||||||||
Optimal Blue | Subsequent Event | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 144,500,000 | ||||||||||||||||||||||||||||||||
AAI | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Number of businesses | shares | 1 | ||||||||||||||||||||||||||||||||
Backstop subscription, termination, expense reimbursement received | $ 5,000,000 | ||||||||||||||||||||||||||||||||
AAI | Subscription for Austerlitz I Class A Ordinary Shares | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Backstop subscription, facility investment commitment | $ 690,000,000 | ||||||||||||||||||||||||||||||||
Backstop subscription, placement fee | $ 3,500,000 | ||||||||||||||||||||||||||||||||
Sponsor of AAI | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Ownership (as a percent) | 10.00% | ||||||||||||||||||||||||||||||||
Equity investment | $ 1,600,000 | ||||||||||||||||||||||||||||||||
AAII | Forward Purchase Agreement, Purchase of Common Stock | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Commitment to purchase, shares, warrants (in shares) | shares | 12,500,000 | ||||||||||||||||||||||||||||||||
Number of shares called by each warrant | shares | 1 | ||||||||||||||||||||||||||||||||
Commitment to purchase, share price (in usd per share) | $ / shares | $ 11.50 | ||||||||||||||||||||||||||||||||
Forward purchase agreement, investment commitment | $ 125,000,000 | ||||||||||||||||||||||||||||||||
AAII | Forward Purchase Agreement, Purchase Redeemable Warrants | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Commitment to purchase, shares, warrants (in shares) | shares | 3,125,000 | ||||||||||||||||||||||||||||||||
Equity Sponsors | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Ownership (as a percent) | 20.00% | ||||||||||||||||||||||||||||||||
Equity investment | $ 29,600,000 | ||||||||||||||||||||||||||||||||
Direct interest in private placement warrants (in shares) | shares | 19,733,333 | ||||||||||||||||||||||||||||||||
Trebia | Subscription for Trebia Class A Common Stock | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Backstop subscription, facility investment commitment | $ 200,000,000 | ||||||||||||||||||||||||||||||||
Backstop subscription, sponsors of Trebia, class B ordinary shares forfeited, exchanged for Trebia class B ordinary shares as consideration | shares | 1,275,510 | ||||||||||||||||||||||||||||||||
Trebia | Subscription for Trebia Class A Common Stock | Subsequent Event | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Backstop subscription, facility investment commitment | $ 250,000,000 | ||||||||||||||||||||||||||||||||
Backstop subscription, sponsors of Trebia, class B ordinary shares forfeited, exchanged for Trebia class B ordinary shares as consideration | shares | 1,352,941 | ||||||||||||||||||||||||||||||||
System1 | Subsequent Event | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 28,200,000 | ||||||||||||||||||||||||||||||||
Ownership (as a percent) | 26.00% | ||||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 248,300,000 | ||||||||||||||||||||||||||||||||
Warrants to purchase common shares (in shares) | shares | 1,200,000 | ||||||||||||||||||||||||||||||||
Tailwind Acquisition Corp | Tailwind Subscription Agreement, Purchase of Common Stock | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Subscription agreement, commitment to purchase, shares (in shares) | shares | 4,600,000 | ||||||||||||||||||||||||||||||||
Subscription agreement, commitment to purchase | $ 37,500,000 | ||||||||||||||||||||||||||||||||
Tailwind QOMPLX Merger | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Convertible note funded | $ 12,500,000 | $ 6,000,000 | |||||||||||||||||||||||||||||||
Sightline | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Ownership (as a percent) | 32.60% | ||||||||||||||||||||||||||||||||
Investments in unconsolidated affiliates | $ 269,500,000 | 269,500,000 | 0 | ||||||||||||||||||||||||||||||
Equity investment | $ 240,000,000 | $ 32,000,000 | $ 272,000,000 | $ 0 | $ 0 | ||||||||||||||||||||||||||||
Triple Tree Holdings, LLC | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Ownership (as a percent) | 24.60% | ||||||||||||||||||||||||||||||||
QOMPLX, Inc. | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Ownership (as a percent) | 19.30% | ||||||||||||||||||||||||||||||||
Conversion of convertible notes into preferred stock and redemption of preferred stock by equity method investee | $ 7,500,000 | ||||||||||||||||||||||||||||||||
QOMPLX, Inc. | Preferred Stock | |||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||||||||
Owned investment (in shares) | shares | 14,500,000 |
Business and Summary of Signi_6
Business and Summary of Significant Accounting Policies - Other Developments (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 18, 2022 | Aug. 16, 2021 | Aug. 10, 2021 | May 21, 2021 | Mar. 31, 2021 | Feb. 26, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 14, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Stock repurchase program, period | 3 years | 3 years | |||||||||||
Stock repurchase program, number of shares authorized to be repurchased (up to) | 10,000,000 | ||||||||||||
Stock repurchases (in shares) | 4,828,168 | ||||||||||||
Stock repurchases | $ 167.3 | $ 14.4 | $ 4.9 | ||||||||||
Stock repurchase, average price per share (in usd per share) | $ 34.65 | ||||||||||||
Distributions from investments in unconsolidated affiliates | $ 298.1 | 48.3 | 1 | ||||||||||
Distributions from investments in unconsolidated affiliates | 23.7 | 128.4 | 2 | ||||||||||
Reclassification from accumulated other comprehensive income for gain | [1] | 10.8 | 0 | 0 | |||||||||
Reclassification of unrealized losses on investments and other financial instruments, tax benefit | [1] | (2.9) | |||||||||||
Proceeds from sales of VIBSQ, Legendary Baking and RCI | 63.2 | 0 | 0 | ||||||||||
Rock Creek Idaho Holdings, LLC | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Consideration for sale of disposal group | $ 44.2 | ||||||||||||
Proceeds from sales of VIBSQ, Legendary Baking and RCI | 9.2 | ||||||||||||
Loss on sale of disposal group | 18.9 | ||||||||||||
Notes Receivable | Rock Creek Idaho Holdings, LLC | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Consideration for sale of disposal group | $ 35 | ||||||||||||
Ceska zbrojovka Group SE | Colt | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership after business acquisition, percentage | 100.00% | ||||||||||||
Sightline | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity investment | $ 240 | $ 32 | 272 | 0 | $ 0 | ||||||||
Ownership (as a percent) | 32.60% | ||||||||||||
Senator JV | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Distributions from investments in unconsolidated affiliates | $ 283.2 | 25.8 | |||||||||||
Distributions from investments in unconsolidated affiliates | 198.6 | ||||||||||||
Distributions from investments in unconsolidated affiliates | $ 126.4 | ||||||||||||
Colt | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Proceeds from sale of debt securities | $ 37.3 | ||||||||||||
Proceeds equity securities | 1.4 | $ 0.4 | |||||||||||
Gain on transaction | 20.3 | ||||||||||||
Reclassification from accumulated other comprehensive income for gain | 10.9 | ||||||||||||
Reclassification of unrealized losses on investments and other financial instruments, tax benefit | $ 2.9 | ||||||||||||
Ceska zbrojovka Group SE | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity securities received in exchange for investment holdings of corporate debt securities (in shares) | 3,600,000 | ||||||||||||
Triple Tree Holdings, LLC | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Ownership (as a percent) | 24.60% | ||||||||||||
Distributions from investments in unconsolidated affiliates | $ 35.2 | ||||||||||||
Triple Tree Holdings, LLC | Subsequent Event | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Distributions from investments in unconsolidated affiliates | $ 14 | ||||||||||||
[1] | Net of income tax benefit of $2.9 million for the year ended December 31, 2021. |
Business and Summary of Signi_7
Business and Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill impairment | $ 0 | $ 7.8 | $ 10.4 |
Restaurant Group | |||
Goodwill [Line Items] | |||
Goodwill impairment | $ 7.8 | 10.4 | |
T-System | |||
Goodwill [Line Items] | |||
Goodwill impairment | $ 35.1 |
Business and Summary of Signi_8
Business and Summary of Significant Accounting Policies - Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restaurant Group | Tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment expense | $ 11.8 | $ 17.1 | |
Computer software | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, useful lives | 3 years | ||
Computer software | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, useful lives | 10 years |
Business and Summary of Signi_9
Business and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Impairment expense related to property and equipment | $ 0.2 | $ 3.5 | $ 6.6 |
Buildings | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 30 years | ||
Buildings | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 40 years | ||
Furniture, fixtures and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 3 years | ||
Furniture, fixtures and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful lives | 25 years |
Business and Summary of Sign_10
Business and Summary of Significant Accounting Policies - Insurance Reserves (Details) $ in Millions | Dec. 31, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liability for insurance reserves | $ 10.8 |
Business and Summary of Sign_11
Business and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising costs incurred | $ 16 | $ 15.7 | $ 30 |
Business and Summary of Sign_12
Business and Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 3,779.6 | |
Ending balance | 3,335.3 | $ 3,779.6 |
Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 10.2 | (0.5) |
Other comprehensive earnings | 0.6 | 10.7 |
Reclassification adjustments | (10.8) | 0 |
Ending balance | 0 | 10.2 |
Unrealized (loss) gain relating to investments in unconsolidated affiliates | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (15.1) | (45.4) |
Other comprehensive earnings | 5.7 | (15.9) |
Reclassification adjustments | 2.2 | 46.2 |
Ending balance | (7.2) | (15.1) |
Total Accumulated Other Comprehensive (Loss) Earnings | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (4.9) | (45.9) |
Other comprehensive earnings | 6.3 | (5.2) |
Reclassification adjustments | (8.6) | 46.2 |
Ending balance | $ (7.2) | $ (4.9) |
Business and Summary of Sign_13
Business and Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Antidilutive shares excluded from calculation of diluted earnings per share (in shares) | 100,000 | 0 | 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)optionsToRenew | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease weighted average remaining lease term | 10 years | 10 years | |
Operating lease, number of options to renew | optionsToRenew | 1 | ||
Lease weighted average discount rate, percent | 6.97% | 7.08% | |
Restaurant Group | |||
Lessee, Lease, Description [Line Items] | |||
Impairment of assets | $ 0.4 | $ 1.5 | $ 21.1 |
Cost of restaurant revenue | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | $ 37.3 | $ 43.2 | $ 58.5 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 19 years | ||
Lease renewal term | 20 years |
Leases - Future Payments Under
Leases - Future Payments Under Operating Lease Arrangements Under ASC Topic 842 (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 36.1 | |
2023 | 32.9 | |
2024 | 25.1 | |
2025 | 22.1 | |
2026 | 20.2 | |
Thereafter | 132.6 | |
Total lease payments, undiscounted | 269 | |
Less: discount | 79.1 | |
Total operating lease liability as of December 31, 2021, at present value | 189.9 | |
Less: operating lease liability as of December 31, 2021, current | 23.8 | $ 26.2 |
Operating lease liability as of December 31, 2021, long term | $ 166.1 | $ 195.6 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Fair Value | $ 35.2 | |
Equity securities: | 1,045.1 | |
Other noncurrent assets: | 36.7 | |
Total Assets | 1,081.8 | $ 1,834.3 |
Corporate debt securities | ||
Assets: | ||
Fair Value | 35.2 | 35.2 |
Ceridian | ||
Assets: | ||
Equity securities: | 1,044.6 | 1,491.8 |
AAII FPA | ||
Assets: | ||
Equity securities: | 0.5 | |
S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 12 | |
Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 5.4 | |
AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 19.3 | |
FTAC FPA and FTAC II FPA | ||
Assets: | ||
Equity securities: | 136.1 | |
Paysafe Subscription Agreement | ||
Assets: | ||
Equity securities: | 169.6 | |
Other | ||
Assets: | ||
Equity securities: | 1.6 | |
Level 1 | ||
Assets: | ||
Equity securities: | 1,044.6 | |
Other noncurrent assets: | 5.4 | |
Total Assets | 1,050 | 1,493.4 |
Level 1 | Corporate debt securities | ||
Assets: | ||
Fair Value | 0 | |
Level 1 | Ceridian | ||
Assets: | ||
Equity securities: | 1,044.6 | 1,491.8 |
Level 1 | AAII FPA | ||
Assets: | ||
Equity securities: | 0 | |
Level 1 | S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 1 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 5.4 | |
Level 1 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 1 | FTAC FPA and FTAC II FPA | ||
Assets: | ||
Equity securities: | 0 | |
Level 1 | Paysafe Subscription Agreement | ||
Assets: | ||
Equity securities: | 0 | |
Level 1 | Other | ||
Assets: | ||
Equity securities: | 1.6 | |
Level 2 | ||
Assets: | ||
Equity securities: | 0 | |
Other noncurrent assets: | 31.3 | |
Total Assets | 31.3 | 0 |
Level 2 | Corporate debt securities | ||
Assets: | ||
Fair Value | 0 | |
Level 2 | Ceridian | ||
Assets: | ||
Equity securities: | 0 | 0 |
Level 2 | AAII FPA | ||
Assets: | ||
Equity securities: | 0 | |
Level 2 | S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 12 | |
Level 2 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 2 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | 19.3 | |
Level 2 | FTAC FPA and FTAC II FPA | ||
Assets: | ||
Equity securities: | 0 | |
Level 2 | Paysafe Subscription Agreement | ||
Assets: | ||
Equity securities: | 0 | |
Level 2 | Other | ||
Assets: | ||
Equity securities: | 0 | |
Level 3 | ||
Assets: | ||
Equity securities: | 0.5 | |
Other noncurrent assets: | 0 | |
Total Assets | 0.5 | 340.9 |
Level 3 | Corporate debt securities | ||
Assets: | ||
Fair Value | 35.2 | |
Level 3 | Ceridian | ||
Assets: | ||
Equity securities: | 0 | 0 |
Level 3 | AAII FPA | ||
Assets: | ||
Equity securities: | 0.5 | |
Level 3 | S1 Backstop Agreement | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 3 | Paysafe Warrants | ||
Assets: | ||
Other noncurrent assets: | 0 | |
Level 3 | AAII Warrants | ||
Assets: | ||
Other noncurrent assets: | $ 0 | |
Level 3 | FTAC FPA and FTAC II FPA | ||
Assets: | ||
Equity securities: | 136.1 | |
Level 3 | Paysafe Subscription Agreement | ||
Assets: | ||
Equity securities: | 169.6 | |
Level 3 | Other | ||
Assets: | ||
Equity securities: | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional (Details) | 12 Months Ended |
Dec. 31, 2021 | |
AAII | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Probability of consummation of business combination, percentage | 80.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Fair Values of Level 3 Assets Measured on a Recurring Basis (Details) - Level 3 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | $ 340.9 | $ 19.2 |
Recognized gain on settlement | 1.5 | |
Paid-in-kind dividends | 1.3 | |
Net valuation gain included in earnings | (25.4) | 305.7 |
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (20.7) | |
Purchase of AAII Warrants | 29.6 | |
Net valuation gain included in other comprehensive earnings | 0.6 | 14.7 |
Redemption of corporate debt securities | (37.3) | |
Fair value, end of period | 0.5 | 340.9 |
Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (288.7) | |
AAII Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 0 | |
Net valuation gain included in earnings | (8.9) | |
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (20.7) | |
Purchase of AAII Warrants | 29.6 | |
Fair value, end of period | 0 | 0 |
Corporate debt securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 35.2 | 19.2 |
Recognized gain on settlement | 1.5 | |
Paid-in-kind dividends | 1.3 | |
Net valuation gain included in earnings | 0 | 0 |
Purchase of AAII Warrants | 0 | |
Net valuation gain included in other comprehensive earnings | 0.6 | 14.7 |
Redemption of corporate debt securities | (37.3) | |
Fair value, end of period | 0 | 35.2 |
Corporate debt securities | Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | 0 | |
Common Stock | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Recognized gain on settlement | 0 | |
Common Stock | Forward Purchase Agreements | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 136.1 | 0 |
Net valuation gain included in earnings | (24.2) | 136.1 |
Purchase of AAII Warrants | 0 | |
Fair value, end of period | 0.5 | 136.1 |
Common Stock | Forward Purchase Agreements | Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | (111.4) | |
Common Stock | Subscription Agreements | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | 169.6 | 0 |
Net valuation gain included in earnings | 7.7 | 169.6 |
Purchase of AAII Warrants | 0 | |
Fair value, end of period | 0 | $ 169.6 |
Common Stock | Subscription Agreements | Investments in unconsolidated affiliates | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Reclassification to investments in unconsolidated affiliates and Warrants, transfers to Level 2 | $ (177.3) |
Investments - Equity Securities
Investments - Equity Securities Gain (Losses) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net (losses) gains recognized during the period on equity securities | $ (52.8) | $ 1,991 |
Less: net (losses) gains recognized during the period on equity securities sold or transferred during the period | (32.3) | 410.2 |
Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date | $ (20.5) | $ 1,580.8 |
Investments - Schedule of Inves
Investments - Schedule of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 16, 2021 | Mar. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | $ 2,261.3 | $ 1,453 | |||
Equity in earnings (losses) of unconsolidated affiliates | $ 72.6 | 59.1 | $ (115.1) | ||
Dun & Bradstreet | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as a percent) | 15.80% | ||||
Investments in unconsolidated affiliates | $ 595 | 653.2 | |||
Equity in earnings (losses) of unconsolidated affiliates | $ (13.5) | (46.8) | (132.8) | ||
Alight/FTAC Sponsor | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as a percent) | 10.00% | ||||
Investments in unconsolidated affiliates | $ 505 | 0 | |||
Equity in earnings (losses) of unconsolidated affiliates | $ 38.2 | 0 | 0 | ||
Paysafe | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as a percent) | 8.30% | ||||
Investments in unconsolidated affiliates | $ 431.1 | 0 | $ 504.7 | ||
Optimal Blue | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as a percent) | 20.00% | ||||
Investments in unconsolidated affiliates | $ 267.7 | 279.8 | |||
Equity in earnings (losses) of unconsolidated affiliates | (13.8) | (9.4) | 0 | ||
AmeriLife | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | 112.7 | 121.1 | |||
Equity in earnings (losses) of unconsolidated affiliates | (8.7) | (4) | 0 | ||
Sightline | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership (as a percent) | 32.60% | ||||
Investments in unconsolidated affiliates | 269.5 | 0 | |||
Equity in earnings (losses) of unconsolidated affiliates | (2.4) | 0 | 0 | ||
Other | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments in unconsolidated affiliates | 80.3 | 398.9 | |||
Equity in earnings (losses) of unconsolidated affiliates | 20.7 | 117.8 | 1.3 | ||
Paysafe/FTAC II Sponsor | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated affiliates | 53.3 | 0 | 0 | ||
Ceridian | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated affiliates | 0 | 1.5 | 16.4 | ||
Senator JV | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated affiliates | $ (1.2) | $ 0 | $ 0 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | Aug. 16, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | Mar. 30, 2021 |
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Amortization expense for amortizable intangible assets | $ 4,100,000 | $ 4,000,000 | $ 4,900,000 | ||||||||
Other-than-temporary impairment charges on debt securities | 0 | 0 | 400,000 | ||||||||
Dun & Bradstreet | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Based on quoted market prices, aggregate fair value of ownership | $ 1,400,000,000 | ||||||||||
Ownership (as a percent) | 15.80% | ||||||||||
Agreement with equity sponsors to collectively vote on the election of directors to board of directors, period | 3 years | ||||||||||
Equity investment | $ 0 | 200,000,000 | 526,100,000 | ||||||||
Paysafe | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Based on quoted market prices, aggregate fair value of ownership | $ 233,700,000 | ||||||||||
Ownership (as a percent) | 8.30% | ||||||||||
Other than temporary impairment of investment | $ 391,800,000 | ||||||||||
Difference between equity ownership interest and underlying equity in net assets | $ 224,300,000 | $ 224,300,000 | $ 618,400,000 | $ 567,800,000 | |||||||
Alight | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Based on quoted market prices, aggregate fair value of ownership | $ 567,300,000 | ||||||||||
Difference between equity ownership interest and underlying equity in net assets | $ 102,100,000 | ||||||||||
Sightline | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Ownership (as a percent) | 32.60% | ||||||||||
Difference between equity ownership interest and underlying equity in net assets | $ 212,700,000 | ||||||||||
Equity investment | 240,000,000 | $ 32,000,000 | 272,000,000 | 0 | $ 0 | ||||||
Amortization expense for amortizable intangible assets | $ 1,300,000 | ||||||||||
Sightline | Customer relationships | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Difference between equity ownership interest and underlying equity in net assets | $ 132,100,000 | ||||||||||
Intangible assets, useful lives | 10 years | ||||||||||
Sightline | Developed technology | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Difference between equity ownership interest and underlying equity in net assets | $ 73,500,000 | ||||||||||
Intangible assets, useful lives | 5 years | ||||||||||
Sightline | Tradenames | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Difference between equity ownership interest and underlying equity in net assets | $ 7,100,000 | ||||||||||
Intangible assets, useful lives | 5 years | ||||||||||
QOMPLX, Inc. | |||||||||||
Debt Securities, Available-for-sale [Line Items] | |||||||||||
Ownership (as a percent) | 19.30% | ||||||||||
Investment without readily determinable fair value | $ 54,200,000 | $ 30,000,000 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information, Dun & Bradstreet (Details) - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Combined Balance Sheets | |||||
Total current assets | $ 121.6 | $ 844.2 | |||
Total assets | $ 2,092.2 | 3,889.6 | 4,613.4 | $ 2,092.2 | |
Current liabilities | 179.5 | 202 | |||
Long-term debt | 16.4 | 63.5 | |||
Other non-current liabilities | 29.5 | 29.4 | |||
Total liabilities | 548.5 | 828.2 | |||
Noncontrolling interests | 5.8 | 5.6 | |||
Total equity | 1,529.8 | 3,341.1 | 3,785.2 | 1,529.8 | $ 1,199.7 |
Total liabilities and equity | 3,889.6 | 4,613.4 | |||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 452.5 | 2,965.1 | 1,443.3 | ||
Net loss | (286.4) | 1,759.8 | 46.8 | ||
Dun & Bradstreet | Unconsolidated affiliates | |||||
Condensed Combined Balance Sheets | |||||
Total current assets | 718 | 874.4 | |||
Goodwill and other intangible assets, net | 8,317.8 | 7,672.7 | |||
Other noncurrent assets | 961.4 | 673.2 | |||
Total assets | 9,997.2 | 9,220.3 | |||
Current liabilities | 1,004.9 | 828.1 | |||
Long-term debt | 3,716.7 | 3,255.8 | |||
Other non-current liabilities | 1,530.3 | 1,552.5 | |||
Total liabilities | 6,251.9 | 5,636.4 | |||
Noncontrolling interests | 64.1 | 58.3 | |||
Total equity | 3,745.3 | 3,583.9 | |||
Total liabilities and equity | 9,220.3 | 9,997.2 | $ 9,220.3 | ||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 1,413.9 | 2,165.6 | 1,738.7 | ||
Loss before income taxes | (540) | (45.2) | (226.4) | ||
Net loss | (425.8) | (65.9) | (111.6) | ||
Dividends attributable to preferred equity and noncontrolling interest expense | (120.5) | (5.8) | (69) | ||
Net loss | $ (546.3) | $ (71.7) | $ (180.6) |
Investments - Schedule of Sum_2
Investments - Schedule of Summarized Financial Information, Optimal Blue (Details) - USD ($) $ in Millions | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Combined Balance Sheets | ||||
Total current assets | $ 844.2 | $ 121.6 | $ 844.2 | |
Total assets | 4,613.4 | 3,889.6 | 4,613.4 | $ 2,092.2 |
Current liabilities | 202 | 179.5 | 202 | |
Long-term debt | 63.5 | 16.4 | 63.5 | |
Other non-current liabilities | 29.4 | 29.5 | 29.4 | |
Total liabilities | 828.2 | 548.5 | 828.2 | |
Additional paid-in capital | 1,875.8 | 1,888.3 | 1,875.8 | |
Retained deficit | 1,929.8 | 1,642.8 | 1,929.8 | |
Total liabilities and equity | 4,613.4 | 3,889.6 | 4,613.4 | |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | 452.5 | 2,965.1 | 1,443.3 | |
Operating loss | (133.5) | (188.5) | $ (117.6) | |
Unconsolidated affiliates | Optimal Blue | ||||
Condensed Combined Balance Sheets | ||||
Total current assets | 38 | 73.3 | 38 | |
Goodwill and other intangible assets, net | 1,831.3 | 1,711 | 1,831.3 | |
Other assets | 100.1 | 105.2 | 100.1 | |
Total assets | 1,969.4 | 1,889.5 | 1,969.4 | |
Current liabilities | 28.9 | 33.4 | 28.9 | |
Long-term debt | 493 | 494 | 493 | |
Other non-current liabilities | 105 | 80.9 | 105 | |
Total liabilities | 626.9 | 608.3 | 626.9 | |
Redeemable member's interest | 578 | 1,188.8 | 578 | |
Additional paid-in capital | 813 | 210.8 | 813 | |
Retained deficit | (48.5) | (118.4) | (48.5) | |
Total member's equity | 764.5 | 92.4 | 764.5 | |
Total liabilities and equity | 1,969.4 | 1,889.5 | $ 1,969.4 | |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | ||||
Total revenues | 45.4 | 180.6 | ||
Operating loss | (38.1) | (50.1) | ||
Net loss | $ (45.9) | $ (69.9) |
Investments - Schedule of Sum_3
Investments - Schedule of Summarized Financial Information, Paysafe (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Combined Balance Sheets | |||||
Total current assets | $ 121.6 | $ 844.2 | |||
Total assets | 3,889.6 | 4,613.4 | $ 2,092.2 | ||
Current liabilities | 179.5 | 202 | |||
Long-term debt | 16.4 | 63.5 | |||
Other liabilities | 29.5 | 29.4 | |||
Total liabilities | 548.5 | 828.2 | |||
Noncontrolling interests | 5.8 | 5.6 | |||
Total equity | 3,341.1 | 3,785.2 | 1,529.8 | $ 1,199.7 | |
Total liabilities and equity | 3,889.6 | 4,613.4 | |||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 452.5 | 2,965.1 | 1,443.3 | ||
Net loss | (286.4) | 1,759.8 | 46.8 | ||
Net earnings attributable to noncontrolling interest | 0.6 | (26.4) | (30.5) | ||
Net loss attributable to Paysafe | $ (287) | $ 1,786.2 | $ 77.3 | ||
Unconsolidated affiliates | Paysafe | |||||
Condensed Combined Balance Sheets | |||||
Total current assets | $ 1,825.9 | ||||
Goodwill and other intangible assets, net | 4,699.7 | ||||
Other noncurrent assets | 67.5 | ||||
Total assets | 6,593.1 | ||||
Current liabilities | 1,623.6 | ||||
Long-term debt | 2,190.9 | ||||
Other liabilities | 172.6 | ||||
Total liabilities | 3,987.1 | ||||
Noncontrolling interests | 137.8 | ||||
Total equity | 2,606 | ||||
Total liabilities and equity | 6,593.1 | ||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 737.9 | ||||
Loss before income taxes | (261.6) | ||||
Net loss | (140.3) | ||||
Net earnings attributable to noncontrolling interest | 0.3 | ||||
Net loss attributable to Paysafe | $ (140.6) |
Investments - Schedule of Sum_4
Investments - Schedule of Summarized Financial Information, Alight (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||
Total current assets | $ 121.6 | $ 844.2 | |||
Total assets | 3,889.6 | 4,613.4 | $ 2,092.2 | ||
Current liabilities | 179.5 | 202 | |||
Long-term debt | 16.4 | 63.5 | |||
Other liabilities | 29.5 | 29.4 | |||
Total liabilities | 548.5 | 828.2 | |||
Noncontrolling interests | 5.8 | 5.6 | |||
Total equity | 3,341.1 | 3,785.2 | 1,529.8 | $ 1,199.7 | |
Total liabilities and equity | 3,889.6 | 4,613.4 | |||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 452.5 | 2,965.1 | 1,443.3 | ||
Net earnings (loss) | (286.4) | 1,759.8 | 46.8 | ||
Net earnings (loss) attributable to noncontrolling interest | 0.6 | (26.4) | (30.5) | ||
Net loss attributable to Paysafe | $ (287) | $ 1,786.2 | $ 77.3 | ||
Investments in unconsolidated affiliates | Alight | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total current assets | $ 2,914 | ||||
Goodwill and other intangible assets, net | 7,360 | ||||
Other noncurrent assets | 683 | ||||
Total assets | 10,957 | ||||
Current liabilities | 2,148 | ||||
Long-term debt | 2,839 | ||||
Other liabilities | 1,292 | ||||
Total liabilities | 6,279 | ||||
Noncontrolling interests | 825 | ||||
Total equity | 4,678 | ||||
Total liabilities and equity | 10,957 | ||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 690 | ||||
Loss before income taxes | 25 | ||||
Net earnings (loss) | (120) | ||||
Net earnings (loss) attributable to noncontrolling interest | (13) | ||||
Net loss attributable to Paysafe | $ (107) |
Investments - Schedule of Sum_5
Investments - Schedule of Summarized Financial Information, Sightline (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||
Total current assets | $ 121.6 | $ 844.2 | |||
Total assets | 3,889.6 | 4,613.4 | $ 2,092.2 | ||
Current liabilities | 179.5 | 202 | |||
Other liabilities | 29.5 | 29.4 | |||
Total liabilities | 548.5 | 828.2 | |||
Total equity | 3,341.1 | 3,785.2 | 1,529.8 | $ 1,199.7 | |
Total liabilities and equity | 3,889.6 | 4,613.4 | |||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 452.5 | 2,965.1 | 1,443.3 | ||
Net earnings (loss) | $ (286.4) | $ 1,759.8 | $ 46.8 | ||
Investments in unconsolidated affiliates | Sightline | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total current assets | $ 49.3 | ||||
Goodwill and other intangible assets, net | 136.9 | ||||
Other noncurrent assets | 0.6 | ||||
Total assets | 186.8 | ||||
Current liabilities | 7.8 | ||||
Other liabilities | 0.2 | ||||
Total liabilities | 8 | ||||
Total equity | 178.8 | ||||
Total liabilities and equity | 186.8 | ||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 22.9 | ||||
Net earnings (loss) | $ (11.6) |
Investments - Schedule of Sum_6
Investments - Schedule of Summarized Financial Information, AmeriLife (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Combined Balance Sheets | |||||
Total current assets | $ 121.6 | $ 844.2 | |||
Total assets | 3,889.6 | 4,613.4 | $ 2,092.2 | ||
Current liabilities | 179.5 | 202 | |||
Long-term debt | 16.4 | 63.5 | |||
Other non-current liabilities | 29.5 | 29.4 | |||
Total liabilities | 548.5 | 828.2 | |||
Total liabilities and equity | 3,889.6 | 4,613.4 | |||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 452.5 | 2,965.1 | 1,443.3 | ||
Operating loss | (133.5) | (188.5) | (117.6) | ||
Net earnings (loss) | (286.4) | 1,759.8 | 46.8 | ||
Net earnings (loss) attributable to noncontrolling interest | $ 0.6 | $ (26.4) | $ (30.5) | ||
Unconsolidated affiliates | AmeriLife | |||||
Condensed Combined Balance Sheets | |||||
Total current assets | $ 108.5 | $ 108.3 | |||
Goodwill and other intangible assets, net | 1,370.4 | 1,646.1 | |||
Other noncurrent assets | 16.4 | 24.4 | |||
Total assets | 1,495.3 | 1,778.8 | |||
Current liabilities | 53.1 | 78.2 | |||
Long-term debt | 645.2 | 856.5 | |||
Other non-current liabilities | 14.7 | 24.7 | |||
Total liabilities | 713 | 959.4 | |||
Members' equity | 613.4 | 570 | |||
Noncontrolling interest - nonredeemable | 168.9 | 249.4 | |||
Total member's equity | 782.3 | 819.4 | |||
Total liabilities and equity | 1,495.3 | 1,778.8 | |||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||
Total revenues | 171.3 | 548.1 | |||
Operating loss | 9.5 | 35.2 | |||
Net earnings (loss) | (10.1) | (13.7) | |||
Net earnings (loss) attributable to noncontrolling interest | 8.3 | 31.2 | |||
Net loss | $ (18.4) | $ (44.9) |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amounts and Fair Values of Fixed Maturity Securities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost Basis | $ 22 | |
Unrealized Gains | 13.2 | |
Unrealized Losses | 0 | |
Fair Value | 35.2 | |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost Basis | 22 | |
Unrealized Gains | 13.2 | |
Unrealized Losses | 0 | |
Fair Value | 35.2 | $ 35.2 |
Carrying Value | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 35.2 | |
Carrying Value | Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 35.2 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 283.1 | $ 330.6 | |
Accumulated depreciation and amortization | (182.5) | (184.8) | |
Property and equipment, net | 100.6 | 145.8 | |
Depreciation expense on property and equipment | 22.5 | 26.7 | $ 35.8 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 101.8 | 118.3 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 125.6 | 129.6 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 25.2 | 36.7 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 26.5 | 40.9 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 4 | $ 5.1 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Balance, beginning of year | $ 53.4 | $ 66.1 | |
Impairment | 0 | (7.8) | $ (10.4) |
Deconsolidation of Blue Ribbon | (4.9) | ||
Balance, end of year | 53.4 | 53.4 | 66.1 |
Restaurant Group | |||
Goodwill [Roll Forward] | |||
Balance, beginning of year | 53.4 | 66.1 | |
Impairment | (7.8) | (10.4) | |
Deconsolidation of Blue Ribbon | (4.9) | ||
Balance, end of year | 53.4 | 53.4 | 66.1 |
Corporate and Other | |||
Goodwill [Roll Forward] | |||
Balance, beginning of year | 0 | 0 | |
Impairment | 0 | ||
Deconsolidation of Blue Ribbon | 0 | ||
Balance, end of year | $ 0 | $ 0 | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | |||
Assets | $ 3,889.6 | $ 4,613.4 | $ 2,092.2 |
Variable interest entity, not primary beneficiary | Investments in unconsolidated affiliates | |||
Variable Interest Entity [Line Items] | |||
Assets | 4.5 | 299.7 | |
Maximum Exposure | 4.5 | 299.7 | |
Variable interest entity, not primary beneficiary | Paysafe Subscription Agreement | |||
Variable Interest Entity [Line Items] | |||
Assets | 0 | 169.6 | |
Maximum Exposure | 0 | 169.6 | |
Variable interest entity, not primary beneficiary | Forward Purchase Agreements | |||
Variable Interest Entity [Line Items] | |||
Assets | 0.5 | 136.1 | |
Maximum Exposure | 0.5 | 136.1 | |
Variable interest entity, not primary beneficiary | S1 Backstop Agreement | |||
Variable Interest Entity [Line Items] | |||
Assets | 12 | 0 | |
Maximum Exposure | $ 12 | $ 0 |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 44.7 | $ 65.8 |
Accumulated amortization | (17.8) | (14) |
Intangible assets, net | 26.9 | 51.8 |
Trademarks and tradenames | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 24.1 | 37.8 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 13.8 | 13.5 |
Franchise rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 1.6 | 9.3 |
Customer relationships and contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | $ 5.2 | $ 5.2 |
Other Intangible Assets - Narra
Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense for amortizable intangible assets | $ 4.1 | $ 4 | $ 4.9 |
Estimated amortization expense, 2022 | 3.7 | ||
Estimated amortization expense, 2023 | 3.1 | ||
Estimated amortization expense, 2024 | 2.3 | ||
Estimated amortization expense, 2025 | 2.3 | ||
Estimated amortization expense, 2026 | $ 2.3 |
Acquisitions - Consideration an
Acquisitions - Consideration and Additional Information (Details) - USD ($) $ in Millions | Oct. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Recognized gain | $ (310.8) | $ 2,362.2 | $ 357.7 | ||
Legendary Baking and VIBSQ | |||||
Business Acquisition [Line Items] | |||||
Percentage of assets and uncompromised liabilities acquired | 100.00% | ||||
Total consideration transferred | $ 49.2 | ||||
Business acquisition, revenue | $ 36.6 | ||||
Business acquisition, net loss | $ 4 | ||||
Blue Ribbon | |||||
Business Acquisition [Line Items] | |||||
DIP Loan | 15.5 | ||||
Recognized gain | $ 9.5 | ||||
Blue Ribbon | Legendary Baking and VIBSQ | |||||
Business Acquisition [Line Items] | |||||
Notes receivable from Blue Ribbon | 34 | ||||
Fair value of investment in Blue Ribbon immediately prior to its emergence from bankruptcy | 15.2 | ||||
Debtor-in-possession financing outstanding | 12 | ||||
Blue Ribbon | Legendary Baking and VIBSQ | Exit Financing Provided | |||||
Business Acquisition [Line Items] | |||||
Due from related parties | $ 6.5 |
Acquisitions - Preliminary Fair
Acquisitions - Preliminary Fair Value for Assets Acquired and Liabilities Assumed (Details) - Legendary Baking and VIBSQ $ in Millions | Oct. 02, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 8.6 |
Other current assets | 24.9 |
Property and equipment | 23.2 |
Lease assets | 14.7 |
Other intangible assets | 22.5 |
Other noncurrent assets | 2.6 |
Total assets acquired | 96.5 |
Current liabilities | 27.6 |
Lease liabilities | 14.5 |
Other noncurrent liabilities | 2.3 |
Total liabilities assumed | 44.4 |
Net assets acquired | $ 52.1 |
Acquisitions - Gross Carrying V
Acquisitions - Gross Carrying Value and Weighted Average Estimated Useful Lives of Property and Equipment Other Intangible Assets Acquired (Details) - Legendary Baking and VIBSQ $ in Millions | Oct. 02, 2020USD ($) |
Business Acquisition [Line Items] | |
Property and equipment | $ 23.2 |
Property and equipment useful life | 12 years |
Other intangible assets: | |
Gross Carrying Value | $ 22.5 |
Tradenames | |
Other intangible assets: | |
Gross Carrying Value | $ 8 |
Weighted Average Estimated Useful Life (in years) | 15 years |
Franchise rights | |
Other intangible assets: | |
Gross Carrying Value | $ 7.7 |
Weighted Average Estimated Useful Life (in years) | 10 years |
Customer relationships | |
Other intangible assets: | |
Gross Carrying Value | $ 6.4 |
Weighted Average Estimated Useful Life (in years) | 4 years |
Software | |
Other intangible assets: | |
Gross Carrying Value | $ 0.4 |
Weighted Average Estimated Useful Life (in years) | 5 years |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable and other accrued liabilities, current | ||
Accrued payroll and employee benefits | $ 24.4 | $ 21.5 |
Trade accounts payable | 22.7 | 25.7 |
Accrued casualty self insurance expenses | 8.7 | 11.5 |
Tax liabilities, excluding income taxes payable | 7.9 | 9.9 |
Other accrued liabilities | 41.9 | 24.6 |
Accounts payable and other accrued liabilities, current | 105.6 | 93.2 |
Accounts payable and other accrued liabilities, long term | ||
Restaurant Group financing obligations | 29.5 | 29.4 |
Other accrued liabilities | 15.5 | 23.7 |
Accounts payable and other accrued liabilities, long term | $ 45 | $ 53.1 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Notes payable, total | $ 16,400,000 | $ 63,500,000 |
Less: Notes payable, current | 2,300,000 | 11,300,000 |
Notes payable, long term | 14,100,000 | 52,200,000 |
2020 Margin Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
Restaurant Revolver | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
FNF Revolver | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 0 |
99 Term Loan | Notes payable to banks | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 16,800,000 |
99 Revolver | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 0 | 5,000,000 |
Brasada Interstate Loans | Notes payable to banks | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 12,600,000 | 13,100,000 |
Other | Other notes payable | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $ 3,800,000 | $ 28,600,000 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) | Jan. 20, 2022shares | Dec. 10, 2021USD ($)shares | Aug. 16, 2021USD ($)shares | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 17, 2017USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 21, 2018USD ($) | Jun. 13, 2018USD ($) | Jan. 29, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||||||||
Common stock, shares, issued (in shares) | shares | 92,391,965 | 92,460,514 | ||||||||
Par value per share (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Borrowings outstanding | $ 63,500,000 | $ 16,400,000 | ||||||||
99 Restaurants | O'Charley's and Restaurant Growth Services, LLC | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Ownership interest, controlling interest | 65.40% | |||||||||
2020 Margin Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | 0 | $ 0 | ||||||||
2020 Margin Facility | Ceridian | Senior Lien | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Common stock, shares, issued (in shares) | shares | 6,000,000 | |||||||||
Par value per share (in usd per share) | $ / shares | $ 0.01 | |||||||||
Common stock shares issued, additional shares (in shares) | shares | 4,000,000 | |||||||||
2020 Margin Facility | Dun & Bradstreet | Senior Lien | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Common stock, shares, issued (in shares) | shares | 19,000,000 | |||||||||
Par value per share (in usd per share) | $ / shares | $ 0.0001 | |||||||||
Common stock shares issued, additional shares (in shares) | shares | 16,000,000 | 11,000,000 | ||||||||
2020 Margin Facility | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | $ 100,000,000 | |||||||||
Option to increase limit | $ 500,000,000 | 500,000,000 | ||||||||
Borrowing capacity, increase | $ 100,000,000 | $ 100,000,000 | ||||||||
Amount available to borrow | $ 300,000,000 | |||||||||
2020 Margin Facility | Revolver Note | Senior Lien | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Shares held as security for credit facility (in shares) | shares | 5,000,000 | |||||||||
2020 Margin Facility | Revolver Note | Ceridian | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Shares of Common stock released as collateral (in shares) | shares | 1,000,000 | |||||||||
2020 Margin Facility | Revolver Note | Ceridian | Senior Lien | Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Shares held as security for credit facility (in shares) | shares | 1,000,000 | |||||||||
2020 Margin Facility | Revolver Note | Dun & Bradstreet | Senior Lien | Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Limit of collateral value of common stock | 1.5 | |||||||||
99 Revolver Credit Facility | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | 5,000,000 | $ 0 | ||||||||
99 Revolver Credit Facility | Revolver Note | 99 Restaurants | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | $ 15,000,000 | |||||||||
Decrease borrowing capacity | 7,500,000 | |||||||||
99 Revolver Credit Facility | Revolver Note | 99 Restaurants | Swingline debt | Fifth Third Bank | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | 2,500,000 | |||||||||
99 Revolver Credit Facility | Letter of credit | 99 Restaurants | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | 5,000,000 | |||||||||
99 Term Loan | Notes payable to banks | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | 16,800,000 | 0 | ||||||||
99 Term Loan | 99 Restaurants | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Face amount of loan | $ 37,000,000 | |||||||||
Restaurant Revolver | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | 0 | 0 | ||||||||
Restaurant Revolver | Revolver Note | 99 Restaurants | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | 25,000,000 | |||||||||
Amount available to borrow | 25,000,000 | |||||||||
Restaurant Revolver | Letter of credit | 99 Restaurants | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | 15,000,000 | |||||||||
Interstate Credit Agreement | Notes payable to banks | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | 13,100,000 | 12,600,000 | ||||||||
Interstate Credit Agreement | NV Brasada | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | $ 17,000,000 | |||||||||
Interstate Credit Agreement | NV Brasada | Acquisition Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Face amount of loan | $ 12,500,000 | |||||||||
Interstate Credit Agreement | NV Brasada | Notes payable to banks | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | $ 10,000,000 | |||||||||
Interstate Credit Agreement | NV Brasada | Notes payable to banks | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Variable rate interest | 2.34% | |||||||||
Interstate Credit Agreement | NV Brasada | Notes payable to banks | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Variable rate interest | 4.50% | |||||||||
Interstate Credit Agreement, Note C | NV Brasada | Notes payable to banks | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | $ 2,000,000 | |||||||||
Variable rate interest | 2.35% | |||||||||
Interstate Credit Agreement, Note C | Line of Credit Loan | NV Brasada | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | $ 3,600,000 | |||||||||
Corporate Revolver Note | Revolver Note | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate borrowing capacity | $ 100,000,000 | |||||||||
Amount available to borrow | $ 100,000,000 | |||||||||
Borrowings outstanding | $ 0 | $ 0 | ||||||||
Maximum incremental borrowing under credit facility | $ 1,000,000 | |||||||||
Term of revolver note | 5 years | |||||||||
Term of automatic extension | 5 years | |||||||||
Corporate Revolver Note | Revolver Note | LIBOR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 4.50% |
Notes Payable - Gross Principal
Notes Payable - Gross Principal Maturities Based Upon Contractual Maturities of Notes Payable (Details) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 2.2 |
2023 | 0.8 |
2024 | 1.1 |
2025 | 0.8 |
2026 | 10.6 |
Thereafter | 1.6 |
Total Long Term Debt | $ 17.1 |
Income Taxes - Income tax compo
Income Taxes - Income tax components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 101.5 | $ 116.1 | $ 64.7 |
Deferred | (175.5) | 365.1 | (40.5) |
Income tax (benefit) expense | $ (74) | $ 481.2 | $ 24.2 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | (0.30%) | (0.10%) | (0.20%) |
Tax credits | 1.00% | (0.10%) | (2.60%) |
Valuation allowance | 0.10% | 0.10% | 0.50% |
Non-deductible expenses and other, net | 0.00% | 0.00% | 0.10% |
Non-deductible executive compensation | (1.30%) | 0.50% | 1.80% |
Noncontrolling interests | 0.00% | 0.30% | 2.60% |
Basis difference in investments | 0.70% | 0.00% | (2.80%) |
Other | (0.60%) | (0.20%) | (1.00%) |
Effective tax rate excluding equity investments | 20.60% | 21.50% | 19.40% |
Equity investments | (3.50%) | 0.60% | (9.20%) |
Effective tax rate | 17.10% | 22.10% | 10.20% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
CNNE | |||
Operating Loss Carryforwards [Line Items] | |||
Ownership (as a percent) | 100.00% | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 67,000,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 68,500,000 | ||
Valuation allowance for state NOLs | $ 3,000,000 | $ 3,300,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3.3 | $ 4.1 |
Other | 0.5 | 1.4 |
Total gross deferred tax asset | 3.8 | 5.5 |
Less: valuation allowance | (3) | (3.3) |
Total deferred tax asset | 0.8 | 2.2 |
Deferred tax liabilities: | ||
Partnerships | (144.6) | (327.5) |
Total deferred tax liability | (144.6) | (327.5) |
Net deferred tax liability | $ (143.8) | $ (325.3) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - business | Dec. 31, 2021 | Feb. 18, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of restaurants | 1 | |
Number of directors | 2 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 94.3 |
2023 | 8.6 |
2024 | 6.4 |
2025 | 6.3 |
2026 | 6.4 |
Thereafter | 0.8 |
Total purchase commitments | $ 122.8 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - T-System Holdings, Inc. - Disposed of by Sale $ in Millions | Dec. 31, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Pre-tax loss on sale | $ 6.4 |
Income tax benefit | $ 1.4 |
Coding Solutions | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Ownership interest after sale (as a percent) | 22.70% |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | |||
Loss from discontinued operations | $ 0 | $ 0 | $ (51.8) |
T-System Holdings, Inc. | Disposed of by Sale | |||
Revenues: | |||
Other operating revenue | 50.4 | ||
Total operating revenues | 50.4 | ||
Operating expenses: | |||
Personnel costs | 33.1 | ||
Depreciation and amortization | 13.7 | ||
Other operating expenses | 19.1 | ||
Goodwill impairment | 35.1 | ||
Total operating expenses | 101 | ||
Operating loss | (50.6) | ||
Recognized loss | (6.9) | ||
Total other expense | (6.9) | ||
Loss from discontinued operations before income taxes | (57.5) | ||
Income tax expense (benefit) | (5.7) | ||
Loss from discontinued operations | (51.8) | ||
Net cash provided by operations | 2.7 | ||
Net cash used in investing activities | $ (0.5) |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | May 16, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued (in shares) | 12,700,000 | 7,500,000 | |||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 3 years | ||||
Allocated stock-based compensation expense | $ 4.2 | $ 4.1 | $ 2 | ||
The Omnibus Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 3,900,000 | ||||
The Omnibus Plan | IPO | Common Stock | Ceridian | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued (in shares) | 991,906 | ||||
The Omnibus Plan | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares outstanding (in shares) | 149,628 | ||||
Fair value of restricted stock granted | $ 0.6 | $ 0.6 | $ 6.9 |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Transactions Under the Omnibus Plan (Details) - The Omnibus Plan - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | |||
Balance, End of period (in shares) | 149,628 | ||
CNNE | |||
Shares | |||
Balance, Beginning of period (in shares) | 370,520 | 575,655 | 287,059 |
Granted (in shares) | 13,993 | 18,642 | 384,281 |
Vested (in shares) | (234,885) | (223,777) | (95,685) |
Balance, End of period (in shares) | 149,628 | 370,520 | 575,655 |
Weighted Average Grant Date Fair Value | |||
Beginning of period (in usd per share) | $ 18.93 | $ 18.13 | $ 18.45 |
Granted (in usd per share) | 40.53 | 34.45 | 17.98 |
Vested (in usd per share) | 18.60 | 18.18 | 18.45 |
End of period (in usd per share) | $ 21.46 | $ 18.93 | $ 18.13 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 12 Months Ended |
Dec. 31, 2021distributor | |
Risks and Uncertainties [Abstract] | |
Number of distributors | 2 |
Segment Information - Summary o
Segment Information - Summary of Financial Information Concerning Reportable Segments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 742.2 | $ 585.7 | $ 1,070 |
Interest and investment income, including recognized gains (losses), net | (289.7) | 2,379.4 | 373.3 |
Total revenues and other income | 452.5 | 2,965.1 | 1,443.3 |
Depreciation and amortization | 26.6 | 30.7 | 40.7 |
Interest expense | (9.8) | (9) | (17.8) |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (433) | 2,181.9 | 237.9 |
Income tax (benefit) expense | (74) | 481.2 | 24.2 |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (359) | 1,700.7 | 213.7 |
Equity in (losses) earnings of unconsolidated affiliates | 72.6 | 59.1 | (115.1) |
(Loss) earnings from continuing operations | (286.4) | 1,759.8 | 98.6 |
Assets | 3,889.6 | 4,613.4 | 2,092.2 |
Goodwill | 53.4 | 53.4 | 66.1 |
Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 704.7 | 559.7 | 1,043.3 |
Goodwill | 53.4 | 53.4 | 66.1 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 0 | 0 | 0 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Equity in (losses) earnings of unconsolidated affiliates | 128.3 | ||
Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 704.7 | 559.7 | 1,043.3 |
Interest and investment income, including recognized gains (losses), net | 2.1 | 7.5 | 3.9 |
Total revenues and other income | 706.8 | 567.2 | 1,047.2 |
Depreciation and amortization | 24 | 27.7 | 38.5 |
Interest expense | (8.8) | (8.6) | 5.4 |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (18.3) | (85.5) | (80.9) |
Income tax (benefit) expense | 1 | (1) | 0.3 |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (19.3) | (84.5) | (81.2) |
Equity in (losses) earnings of unconsolidated affiliates | 0 | (9.2) | 0 |
(Loss) earnings from continuing operations | (19.3) | (93.7) | (81.2) |
Assets | 395.5 | 520.9 | 572.8 |
Goodwill | 53.4 | 53.4 | |
Operating Segments | Dun & Bradstreet | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 2,165.6 | 1,738.7 | 1,413.9 |
Interest and investment income, including recognized gains (losses), net | 0.7 | 0.7 | 2.4 |
Total revenues and other income | 2,166.3 | 1,739.4 | 1,416.3 |
Depreciation and amortization | 615.9 | 537.8 | 482.4 |
Interest expense | (206.4) | (271.1) | (303.5) |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (45.2) | (226.4) | (540) |
Income tax (benefit) expense | 23.4 | (112.4) | (110) |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (68.6) | (114) | (430) |
Equity in (losses) earnings of unconsolidated affiliates | 2.7 | 2.4 | 4.2 |
(Loss) earnings from continuing operations | (65.9) | (111.6) | (425.8) |
Assets | 9,997.2 | 9,220.3 | 9,112.8 |
Goodwill | 3,493.3 | 2,857.9 | 2,840.1 |
Operating Segments | Optimal Blue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 180.6 | 45.4 | |
Interest and investment income, including recognized gains (losses), net | 0 | 0 | |
Total revenues and other income | 180.6 | 45.4 | |
Depreciation and amortization | 135.2 | 39.3 | |
Interest expense | 31.5 | (9.3) | |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (81.6) | (47.4) | |
Income tax (benefit) expense | (11.7) | (1.5) | |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (69.9) | (45.9) | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | |
(Loss) earnings from continuing operations | (69.9) | (45.9) | |
Assets | 1,889.5 | 1,969.4 | |
Goodwill | 1,228.7 | 1,236.8 | |
Operating Segments | AmeriLife | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 548.1 | 171.3 | |
Interest and investment income, including recognized gains (losses), net | 0 | 0 | |
Total revenues and other income | 548.1 | 171.3 | |
Depreciation and amortization | 65.7 | 15.4 | |
Interest expense | (48.9) | (19.7) | |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (13.7) | (10.1) | |
Income tax (benefit) expense | 0 | 0 | |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (13.7) | (10.1) | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | |
(Loss) earnings from continuing operations | (13.7) | (10.1) | |
Assets | 1,778.8 | 1,495.3 | |
Goodwill | 947.4 | 806.2 | |
Operating Segments | Paysafe | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 737.9 | ||
Interest and investment income, including recognized gains (losses), net | 143.1 | ||
Total revenues and other income | 881 | ||
Depreciation and amortization | 131.9 | ||
Interest expense | (82) | ||
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (200.5) | ||
Income tax (benefit) expense | (60.2) | ||
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (140.3) | ||
Equity in (losses) earnings of unconsolidated affiliates | 0 | ||
(Loss) earnings from continuing operations | (140.3) | ||
Assets | 6,593.1 | ||
Goodwill | 3,536.6 | ||
Operating Segments | Alight | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 690 | ||
Interest and investment income, including recognized gains (losses), net | 0 | ||
Total revenues and other income | 690 | ||
Depreciation and amortization | 10 | ||
Interest expense | (28) | ||
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (120) | ||
Income tax (benefit) expense | 0 | ||
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (120) | ||
Equity in (losses) earnings of unconsolidated affiliates | 0 | ||
(Loss) earnings from continuing operations | (120) | ||
Assets | 10,957 | ||
Goodwill | 3,356 | ||
Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 37.5 | 26 | 26.7 |
Interest and investment income, including recognized gains (losses), net | (291.8) | 2,371.9 | 369.4 |
Total revenues and other income | (254.3) | 2,397.9 | 396.1 |
Depreciation and amortization | 2.6 | 3 | 2.2 |
Interest expense | (1) | (0.4) | 12.4 |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | (414.7) | 2,267.4 | 318.8 |
Income tax (benefit) expense | (75) | 482.2 | 23.9 |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | (339.7) | 1,785.2 | 294.9 |
Equity in (losses) earnings of unconsolidated affiliates | 17.1 | 1.3 | |
(Loss) earnings from continuing operations | (322.6) | 1,913.5 | 296.2 |
Assets | 3,494.1 | 4,092.5 | 1,519.4 |
Goodwill | 0 | 0 | 0 |
Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | (4,322.2) | (1,955.4) | (1,413.9) |
Interest and investment income, including recognized gains (losses), net | (143.8) | (0.7) | (2.4) |
Total revenues and other income | (4,466) | (1,956.1) | (1,416.3) |
Depreciation and amortization | (958.7) | (592.5) | (482.4) |
Interest expense | 396.8 | 300.1 | 303.5 |
(Loss) earnings from continuing operations before income taxes and equity in earnings (losses) of unconsolidated affiliates | 461 | 283.9 | 540 |
Income tax (benefit) expense | 48.5 | 113.9 | 110 |
(Loss) earnings from continuing operations before equity in earnings (losses) of unconsolidated affiliates | 412.5 | 170 | 430 |
Equity in (losses) earnings of unconsolidated affiliates | 52.8 | (62.4) | (120.6) |
(Loss) earnings from continuing operations | 465.3 | 107.6 | 309.4 |
Assets | (31,215.6) | (12,685) | (9,112.8) |
Goodwill | (12,562) | (4,900.9) | (2,840.1) |
Restaurant revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 704.7 | 559.7 | 1,043.3 |
Restaurant revenue | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 673.2 | 534.1 | 958.4 |
Restaurant revenue | Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 704.7 | 559.7 | 1,043.3 |
Restaurant revenue | Operating Segments | Dun & Bradstreet | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Restaurant revenue | Operating Segments | Optimal Blue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Restaurant revenue | Operating Segments | AmeriLife | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | |
Restaurant revenue | Operating Segments | Paysafe | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | ||
Restaurant revenue | Operating Segments | Alight | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | ||
Restaurant revenue | Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Restaurant revenue | Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Other operating revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 37.5 | 26 | 26.7 |
Other operating revenue | Operating Segments | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 0 | 0 | 0 |
Other operating revenue | Operating Segments | Dun & Bradstreet | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 2,165.6 | 1,738.7 | 1,413.9 |
Other operating revenue | Operating Segments | Optimal Blue | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 180.6 | 45.4 | |
Other operating revenue | Operating Segments | AmeriLife | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 548.1 | 171.3 | |
Other operating revenue | Operating Segments | Paysafe | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 737.9 | ||
Other operating revenue | Operating Segments | Alight | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 690 | ||
Other operating revenue | Operating Segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 37.5 | 26 | 26.7 |
Other operating revenue | Affiliate Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ (4,322.2) | $ (1,955.4) | $ (1,413.9) |
Segment Information - Narrative
Segment Information - Narrative (Details) | Dec. 31, 2021 |
Dun & Bradstreet | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 15.80% |
Alight | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 10.00% |
Paysafe | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 8.30% |
Optimal Blue | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 20.00% |
AmeriLife | |
Segment Reporting Information [Line Items] | |
Ownership interest, equity method investment (as a percent) | 19.80% |
O'Charley's | |
Segment Reporting Information [Line Items] | |
Ownership interest, controlling interest | 65.40% |
99 Restaurants | |
Segment Reporting Information [Line Items] | |
Ownership interest, controlling interest | 88.50% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Jan. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Other operating expense, management fees and interest payable | $ 151.6 | $ 116.6 | $ 133.4 | |
Interest, investment and other income | 21.1 | 17.2 | 15.6 | |
FNF | ||||
Related Party Transaction [Line Items] | ||||
Payment for management services | 3.5 | |||
FNF | Corporate Overhead and Management Services | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party transactions | 1.3 | $ 1.3 | ||
Affiliated | Purchase of Office Headquarters | ||||
Related Party Transaction [Line Items] | ||||
Purchase of corporate offices | $ 9.3 | |||
Manager | Carried Interest Expense Related to Sales of and Distributions from Investments | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party transactions | 44.5 | |||
Manager | Management Fee Expense Payable | ||||
Related Party Transaction [Line Items] | ||||
Other operating expense, management fees and interest payable | $ 33.6 | 20.8 | ||
Manager | Management Fee Expense , Interest | ||||
Related Party Transaction [Line Items] | ||||
Other operating expense, management fees and interest payable | 11.3 | |||
Manager | Management Services Agreement, Fees Earned | ||||
Related Party Transaction [Line Items] | ||||
Interest, investment and other income | $ 9.1 |
Supplementary Cash Flow Infor_3
Supplementary Cash Flow Information - Schedule (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid during the year: | |||
Interest | $ 7 | $ 5.5 | $ 15.6 |
Income taxes | 128.9 | 107.6 | 48.6 |
Operating leases | 37.8 | 41.3 | 62.6 |
Non-cash investing and financing activities: | |||
Preferred shares received as consideration for note receivable from QOMPLX | 19.3 | 0 | 0 |
Exchange of directly held Alight warrants for Alight common stock | 12.8 | 0 | 0 |
Investment in CorroHealth received as partial consideration for T-System | 0 | 0 | 60.2 |
Non-cash distribution of CoreLogic stock to Senator JV | 0 | 112.5 | 0 |
Non-cash contribution of CoreLogic stock from Senator JV | 0 | 176.3 | 0 |
Lease assets recognized in exchange for lease liabilities | 9.3 | 65 | 8.5 |
Assets acquired in non-cash acquisition of Legendary Baking and VIBSQ | 0 | 96.5 | 0 |
Liabilities assumed in non-cash acquisition of Legendary Baking and VIBSQ | 0 | 44.4 | 0 |
Financing obligations assumed by O'Charley's in exchange for property | 0 | 0 | 14.6 |
Property obtained by O'Charley's in exchange for stores | $ 0 | $ 0 | $ 10.5 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 742.2 | $ 585.7 | $ 1,070 |
Restaurant revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 704.7 | 559.7 | 1,043.3 |
Restaurant Group | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 704.7 | 559.7 | 1,043.3 |
Restaurant Group | Restaurant revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 673.2 | 534.1 | 958.4 |
Restaurant Group | Bakery sales | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 28.8 | 23.4 | 78.9 |
Restaurant Group | Franchise and other | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 2.7 | 2.2 | 6 |
Corporate and Other | Real estate and resort | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 34.6 | 24.7 | 25.9 |
Corporate and Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 2.9 | 1.3 | 0.8 |
Other operating revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 37.5 | $ 26 | $ 26.7 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables, net | $ 17.7 | $ 17.6 |
Deferred revenue (contract liabilities) | 23.1 | 23.9 |
Revenue recognized | $ 20.6 | $ 17.5 |