Document
Table of Contents


 
 
 
 
 
 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-38300
CANNAE HOLDINGS, INC.
______________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
 
82-1273460
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
1701 Village Center Circle, Las Vegas, Nevada
 
89134
(Address of principal executive offices)
 
(Zip Code)
(702) 323-7330
___________________________________________________________________
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES o NO þ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer þ
 
Smaller reporting company o
 
Emerging growth company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ
As of November 17, 2017 there were 70,571,084 shares of the Registrant's common stock outstanding.


 
 
 
 
 
 
 
 
 
 


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EXPLANATORY NOTE

Cannae Holdings, Inc. (“Cannae”) filed a Registration Statement on Form S-1 on Form S-4 (our “Registration Statement”), as amended, with the U.S. Securities and Exchange Commission on May 11, 2017, which the SEC declared effective on October 19, 2017. The Registration Statement includes financial statements for the interim period ended June 30, 2017. Therefore, Cannae is filing this Form 10-Q pursuant to Rule 13a-13 of the Securities Exchange Act of 1934, as amended, in order to file financial statements for the quarter subsequent to the quarter reported in the Registration Statement.
The financial statements of Cannae have been omitted from this presentation because through September 30, 2017, Cannae had not commenced operations, and had no activities except in connection with its formation. Cannae was incorporated in the State of Delaware on April 21, 2017, for the initial purpose of effecting the Split-off of the businesses comprising Fidelity National Financial Ventures ("FNFV") Operations from Fidelity National Financial, Inc., as described in Note A to the Financial Statements of FNFV Operations included herein, and has engaged only in activities in contemplation of such Split-off through September 30, 2017.




FORM 10-Q
QUARTERLY REPORT
Quarter Ended September 30, 2017
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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Table of Contents


Part I: FINANCIAL INFORMATION

Item 1.
Condensed Combined Financial Statements

FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
CONDENSED COMBINED BALANCE SHEETS
(In millions)
(Unaudited)
 
September 30,
2017

December 31,
2016
 
 
 
 
ASSETS
Current assets:
 

 
 

Cash and cash equivalents
$
335.5

 
$
141.7

Trade receivables
15.2

 
24.7

Inventory
37.7

 
23.9

Equity securities available for sale, at fair value
16.9

 
51.8

Prepaid expenses and other current assets
18.9

 
9.3

Current assets of discontinued operations

 
21.8

Total current assets
424.2

 
273.2

Investments in unconsolidated affiliates
410.0

 
407.3

Property and equipment, net
232.1

 
236.1

Other intangible assets, net
92.2

 
99.5

Goodwill
101.5

 
101.4

Fixed maturity securities available for sale, at fair value
22.5

 
25.0

Deferred tax asset
30.1

 
30.7

Other long term investments and non-current assets
48.4

 
49.7

Noncurrent assets of discontinued operations

 
241.9

Total assets
$
1,361.0

 
$
1,464.8

 
 
 
 
LIABILITIES AND EQUITY
Current liabilities:
 

 
 

Accounts payable and other accrued liabilities, current
$
94.0

 
$
91.5

Income taxes payable
0.7

 

Deferred revenue
10.5

 
24.7

Notes payable, current
9.0

 
11.4

Current liabilities of discontinued operations

 
31.9

Total current liabilities
114.2

 
159.5

Notes payable, long term
119.5

 
93.3

Accounts payable and other accrued liabilities, long term
53.6

 
48.2

Noncurrent liabilities of discontinued operations

 
150.1

Total liabilities
287.3

 
451.1

Commitments and contingencies - see Note G


 


Equity:
 

 
 
Parent investment in FNFV
1,039.5

 
965.5

Accumulated other comprehensive loss
(65.4
)
 
(68.1
)
Total equity
974.1

 
897.4

Noncontrolling interests
99.6

 
116.3

Total FNFV equity
1,073.7

 
1,013.7

Total liabilities and equity
$
1,361.0

 
$
1,464.8

See Notes to Condensed Combined Financial Statements

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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In millions)
(Unaudited)

Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
 

 

Revenues:
 
 
 
Restaurant revenue
$
270.0

 
$
273.0

 
$
830.4

 
$
858.4

Other operating revenue
11.3

 
8.9

 
21.7

 
17.0

Total operating revenues
281.3

 
281.9

 
852.1

 
875.4

Operating expenses:
 
 
 
 
 
 
 
Cost of restaurant revenue
242.9

 
236.2

 
727.7

 
726.5

Personnel costs
18.7

 
18.0

 
79.2

 
51.8

Depreciation and amortization
11.9

 
11.0

 
34.9

 
32.2

Other operating expenses
28.6

 
20.4

 
72.8

 
63.7

Total operating expenses
302.1

 
285.6

 
914.6

 
874.2

Operating (loss) income
(20.8
)
 
(3.7
)
 
(62.5
)
 
1.2

Other income (expense):
 
 
 
 
 
 
 
Interest and Investment Income
1.6

 
0.7

 
3.9

 
2.3

Interest expense
(1.8
)
 
(1.3
)
 
(5.2
)
 
(3.9
)
Realized gains and (losses), net
(0.2
)
 

 
4.9

 
12.5

Total other (expense) income
(0.4
)
 
(0.6
)
 
3.6

 
10.9

(Loss) earnings from continuing operations before income taxes and equity in losses of unconsolidated affiliates
(21.2
)
 
(4.3
)
 
(58.9
)
 
12.1

Income tax (benefit) expense
(2.6
)
 
10.5

 
(27.8
)
 
3.0

(Loss) earnings from continuing operations before equity in losses of unconsolidated affiliates
(18.6
)
 
(14.8
)
 
(31.1
)
 
9.1

Equity in losses of unconsolidated affiliates
(4.6
)
 
(12.9
)
 
(13.9
)
 
(17.9
)
Loss from continuing operations
(23.2
)
 
(27.7
)
 
(45.0
)
 
(8.8
)
Net earnings from discontinued operations, net of tax - see Note J

 

 
147.7

 
2.0

Net (loss) earnings attributable to FNFV
(23.2
)
 
(27.7
)
 
102.7

 
(6.8
)
Less: Net (loss) earnings attributable to non-controlling interests
(8.1
)
 
(1.3
)
 
(10.8
)
 
1.0

Net (loss) earnings attributable to Parent
$
(15.1
)
 
$
(26.4
)
 
$
113.5

 
$
(7.8
)
See Notes to Condensed Consolidated Financial Statements

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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE EARNINGS
(In millions)
(Unaudited)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
Net (loss) earnings
$
(23.2
)
 
$
(27.7
)
 
$
102.7

 
$
(6.8
)
Other comprehensive earnings (loss), net of tax:
 

 
 

 
 

 
 

Unrealized loss on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)
(3.3
)
 
(1.6
)
 
(4.2
)
 
(4.1
)
Unrealized gain (loss) relating to investments in unconsolidated affiliates (2)
4.7

 
(2.2
)
 
10.0

 
10.2

Reclassification adjustments for change in unrealized gains and losses included in net earnings (3)

 

 
(3.1
)
 

Other comprehensive earnings (loss)
1.4

 
(3.8
)
 
2.7

 
6.1

Comprehensive (loss) earnings attributable to FNFV
(21.8
)
 
(31.5
)
 
105.4

 
(0.7
)
Less: Comprehensive (loss) earnings attributable to noncontrolling interests
(8.1
)
 
(1.3
)
 
(10.8
)
 
1.0

Comprehensive (loss) earnings attributable to Parent
$
(13.7
)
 
$
(30.2
)
 
$
116.2

 
$
(1.7
)
_________________________________
 
(1)
Net of income tax benefit of $2.0 million and $1.0 million for the three months ended September 30, 2017 and 2016, respectively, and net of income tax benefit of $2.6 million and $2.5 million for the nine months ended September 30, 2017 and 2016, respectively.
(2)
Net of income tax expense (benefit) of $2.7 million and $(1.4) million for the three months ended September 30, 2017 and 2016, respectively, and net of income tax expense of $6.2 million and $6.3 million for the nine months ended September 30, 2017 and 2016, respectively.
(3)
Net of income tax expense of $1.9 million for the nine months ended September 30, 2017.

See Notes to Condensed Consolidated Financial Statements




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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
CONDENSED COMBINED STATEMENT OF EQUITY
(In millions)
(Unaudited)
 
 
Parent Investment in FNFV
 
Accumulated Other Comp (Loss) Earnings
 
Non-controlling
Interests
 
Total
Equity
 
 
 
 
 
 
 
Balance, December 31, 2015
 
$
1,021.0

 
$
(75.5
)
 
$
113.6

 
$
1,059.1

Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax
 

 
(4.1
)
 

 
(4.1
)
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax
 

 
10.2

 

 
10.2

Subsidiary stock-based compensation
 

 

 
0.8

 
0.8

Acquisition of Brasada
 

 

 
2.0

 
2.0

Dissolution of consolidated subsidiary
 

 

 
(0.3
)
 
(0.3
)
Net change in Parent investment in FNFV
 
(38.9
)
 

 

 
(38.9
)
Subsidiary dividends paid to noncontrolling interests
 

 

 
(0.4
)
 
(0.4
)
Net (loss) earnings
 
(7.8
)
 

 
1.0

 
(6.8
)
Balance, September 30, 2016
 
$
974.3

 
$
(69.4
)
 
$
116.7

 
$
1,021.6

 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
 
$
965.5

 
$
(68.1
)
 
$
116.3

 
$
1,013.7

Other comprehensive earnings — unrealized loss on investments and other financial instruments, net of tax
 

 
(4.2
)
 

 
(4.2
)
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates, net of tax
 

 
10.0

 

 
10.0

Reclassification adjustments for change in unrealized gains and losses included in net earnings, net of tax
 

 
(3.1
)
 

 
(3.1
)
Subsidiary stock-based compensation
 

 

 
0.4

 
0.4

Sale of OneDigital
 

 

 
(6.2
)
 
(6.2
)
Net change in Parent investment in FNFV
 
(39.5
)
 

 

 
(39.5
)
Subsidiary dividends paid to noncontrolling interests
 

 

 
(0.1
)
 
(0.1
)
Net earnings (loss)
 
113.5

 

 
(10.8
)
 
102.7

Balance, September 30, 2017
 
$
1,039.5

 
$
(65.4
)
 
$
99.6

 
$
1,073.7

 

See Notes to Condensed Consolidated Financial Statements

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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
Nine months ended September 30,
 
 
2017
 
2016
 
 
Cash flows from operating activities:
 
 
 
Net earnings (loss)
$
102.7

 
$
(6.8
)
Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
            Depreciation and amortization
43.6

 
45.3

            Equity in losses of unconsolidated affiliates
13.9

 
17.9

            Realized (gain) loss and operating impairments, net
(1.1
)
 
(10.6
)
 Gain on sale of OneDigital
(276.0
)
 

            Subsidiary stock-based compensation cost
0.4

 
0.8

Changes in assets and liabilities, net of effects from acquisitions:
 
 
 
Net decrease in trade receivables
8.1

 
1.7

Net (increase) decrease in inventory, prepaid expenses and other assets
(18.7
)
 
1.4

Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and other
3.0

 
(23.0
)
Net change in income taxes
12.7

 
(11.5
)
Net cash (used in) provided by operating activities
(111.4
)
 
15.2

Cash flows from investing activities:
 
 
 
Proceeds from sale of investment securities available for sale
31.6

 

Additions to property and equipment
(28.4
)
 
(39.7
)
Additions to other intangible assets
(1.1
)
 
(4.7
)
Purchases of investment securities available for sale
(1.3
)
 
(37.4
)
Contributions to investments in unconsolidated affiliates
(1.4
)
 
(67.3
)
Proceeds from the sale of cost method and other investments

 
36.0

Purchases of other long-term investments
(3.6
)
 

Distributions from investments in unconsolidated affiliates
1.0

 
5.6

Net other investing activities

 
(0.5
)
Acquisition of Brasada, net of cash acquired

 
(27.5
)
Proceeds from sale of OneDigital
326.0

 

Other acquisitions of businesses, net of cash acquired
(21.1
)
 
(27.3
)
Net cash provided by (used in) investing activities
301.7

 
(162.8
)
Cash flows from financing activities:
 
 
 
Borrowings
74.8

 
45.4

Debt service payments
(32.5
)
 
(18.5
)
Subsidiary distributions paid to noncontrolling interest shareholders
(0.1
)
 
(0.4
)
Payment of contingent consideration for prior period acquisitions
(4.0
)
 

Equity transactions with Parent, net
(39.4
)
 
(41.0
)
Net cash used in financing activities
(1.2
)
 
(14.5
)
Net increase (decrease) in cash and cash equivalents
189.1

 
(162.1
)
Cash and cash equivalents at beginning of period, including cash of discontinued operations
146.4

 
275.1

Cash and cash equivalents at end of period
$
335.5

 
$
113.0


See Notes to Condensed Consolidated Financial Statements

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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

Note A — Basis of Financial Statements
Description of the Business
During December 2016, the board of directors of Fidelity National Financial, Inc. (“FNF” or “Parent”) authorized its management to pursue a plan to redeem each outstanding share of its Fidelity National Financial Ventures Group ("FNFV Group") common stock, par value $0.0001, for one share of common stock, par value $0.0001, of a newly formed entity, Cannae Holdings, Inc. (“Cannae”), with cash in lieu of fractional shares (the "Split-Off"). On November 17, 2017, FNF contributed to Cannae its majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC ("ABRH"), Ceridian Holding, LLC ("Ceridian"), and various controlled portfolio companies and other minority equity investments, which we refer to collectively herein as Fidelity National Financial Ventures Operations (the “Company”, “we”, “our”, or “us”). The Split-Off is intended to be tax-free to stockholders of FNFV Group common stock.
See Note H Segment Information for further discussion of the businesses comprising our reportable segments.
Split-off of Cannae from FNF
Following the Split-Off, FNF and Cannae will 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, registration rights agreements, a voting agreement, and a tax matters agreement, and a revolver note.
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. Pursuant to the corporate services agreement, FNF will provide Cannae with certain "back office" services including legal, tax, accounting and treasury support. FNF will generally provide these services at no-cost for up to three years. Cannae will reimburse FNF for direct, out-of-pocket expenses incurred by FNF in providing these services.The voting and registration rights agreements provide for certain appearance and voting restrictions and registration rights on shares of Cannae owned by FNF and certain of its subsidiaries, as applicable, after consummation of 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 revolver note provides for the Company to borrow revolving loans, the proceeds of which may be used for investment purposes and working capital needs, from FNF from time to time in an aggregate amount not to exceed $100 million.
The Split-Off will be accounted for at historical cost due to the pro rata nature of the distribution to holders of FNFV Group common stock.
Principles of Combination and Basis of Presentation
The unaudited financial information in this report includes the accounts of the Company and is prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries contributed upon consummation of the Split-off. All adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with Amendment No. 7 to our Registration Statement on Form S-1 on Form S-4 (our "Registration Statement") filed with the SEC on October 18, 2017.
These financial statements represent a combination of the historical financial information of the operations attributed to FNFV, of which Cannae will be comprised. Historically, the Company was allocated certain corporate overhead and management services expenses from FNF based on our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. Both FNF and the Company 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.
All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned. Earnings attributable to noncontrolling interests are recorded on the Combined 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 Combined Balance Sheets in each period.

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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) — continued

Recent Developments
On November 17, 2017, a special meeting of the FNFV Group stockholders was held to approve the Split-Off. The Split-Off was approved by a majority of the stockholders and occurred on November 17, 2017. As a result, Cannae is now a separate public company listed under the ticker symbol CNNE on the New York Stock Exchange.
On November 16, 2017, certain subsidiaries of FNF contributed an aggregate of $100.0 million to us in exchange for 5,706,134 shares of Cannae common stock. In addition, on November 17, 2017, FNF issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million, which accrues interest at LIBOR plus 450 basis points and matures on the five-year anniversary of the date of the revolver note. The maturity date is automatically extended for additional five-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. The revolver note replaces the Revolver Note discussed in Note F Notes Payable.
On October 16, 2017, Fidelity National Financial Ventures LLC ("FNFV LLC"), a wholly owned subsidiary of the Company, completed a merger pursuant to an Agreement and Plan of Merger (the ‘‘T-System Merger Agreement’’) with Project F Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of FNFV LLC (‘‘T-System Merger Sub’’), T-System Holding LLC, a Delaware limited liability company (‘‘T-System’’), and Francisco Partners II, L.P., a Delaware limited partnership, providing for the acquisition of T-System by FNFV LLC pursuant to the proposed merger (the ‘‘T-System Merger’’) of T-System with and into T- System Merger Sub, which will result in T-System continuing as the surviving entity and wholly-owned subsidiary of FNFV LLC.
T-System is a provider of clinical documentation and coding solutions to hospital-based and free-standing emergency departments and urgent care facilities. T-System organizes its business into two segments. The Clinical Documentation segment offers software solutions providing clinical staff full workflow operations that drive documentation completeness and revenue optimization to more than 435 customers. Additionally, the patented T-Sheet is the industry standard for emergency department documentation, with more than 800 customers. The Coding Software & Outsourced Solutions segment provides a full-service outsourced coding solution as well as a cloud-based SaaS solution for self-service coding. These offerings help more than 75 customers at over 300 sites optimize their revenue cycle workflow and customer revenue reimbursement through improved coding accuracy and compliance and coder productivity compared to in-house coding.
As a result of the T-System Merger, all of the outstanding securities of T-System were canceled, extinguished and converted into the right to receive a portion of the aggregate merger consideration in accordance with the terms of the T-System Merger Agreement. The aggregate merger consideration is an amount in cash equal to $204.4 million.
On August 3, 2017, FNFV LLC entered into a definitive agreement (the "99 Merger Agreement"), by and among J. Alexander’s Holdings, Inc. ("J. Alexander’s"), its subsidiary J. Alexander’s Holdings, LLC ("JAX Op"), Nitro Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of JAX Op, Fidelity Newport Holdings, LLC ("FNH", together with FNFV LLC, the "99 Sellers"), and 99 Restaurants, LLC ("99 Restaurants"), to merge Merger Sub with and into 99 Restaurants, whereupon the separate existence of Merger Sub shall cease and 99 Restaurants shall continue as the surviving company and a subsidiary of JAX Op (the "99 Merger"). 99 Restaurants is the owner of our Ninety Nine Restaurant & Pub restaurant concept. Pursuant to the 99 Merger Agreement, FNH will exchange 100% of its ownership interest in 99 Restaurants for common share equivalents of J. Alexander’s (as described below).
Under the terms of the 99 Merger Agreement, 99 Restaurants will be valued at an enterprise value of $199.0 million, with consideration to be paid to the 99 Sellers by J. Alexander’s and JAX Op consisting of newly issued equity valued at $179.0 million, issued in the form of 16,272,727 new Class B Units of JAX Op and 16,272,727 shares of new Class B Common Stock of J. Alexander’s, and the assumption of $20.0 million of net debt.  For purposes of the 99 Merger, each Class B Unit, together with one share of Class B Common Stock, will be issued at an agreed price of $11.00. Prior to the 99 Merger, 99 Restaurants will assume $60 million of currently outstanding debt of certain of its affiliates and FNFV LLC will contribute $40.0 million to 99 Restaurants in exchange for newly issued membership interest in 99 Restaurants. The proceeds of this cash contribution will be used by J. Alexander’s to repay a portion of the assumed debt immediately following the closing of the 99 Merger. William P. Foley, II, our Executive Chairman, will join the J. Alexander’s Board of Directors and it is expected that Lonnie J. Stout II will remain Chief Executive Officer of the combined company. Closing is contingent on customary closing conditions, including approval of the shareholders of J. Alexander’s and certain regulatory clearances, and is expected late in the fourth quarter of 2017 or early in the first quarter of 2018.
On June 6, 2017, we closed on the sale of Digital Insurance, Inc. ("OneDigital") for $560.0 million in an all-cash transaction. After repayment of debt, payout to option holders and a minority equity investor and other transaction related payments, the Company received $331.4 million from the sale, which includes $326.0 million of cash and $5.4 million of purchase price holdback receivable. We recognized a pre-tax gain of $276.0 million on the sale and $126.3 million in income tax expense which are included

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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) — continued

in Net earnings from discontinued operations on the Condensed Consolidated Statement of Earnings for the nine months ended September 30, 2017. Income tax expense resulting from the gain was recorded as a discrete tax expense for the three months ended June 30, 2017 and included a permanent tax adjustment for nondeductible goodwill. We retained no ownership in OneDigital and have no continuing involvement with OneDigital as of the date of the sale.
As a result of the sale of OneDigital we have reclassified the assets and liabilities divested as assets and liabilities of discontinued operations in our condensed combined balance sheet as of December 31, 2016. Further, the financial results of OneDigital have been reclassified to discontinued operations for all periods presented in our condensed combined statements of operations. See Note J. Discontinued Operations for further details of the results of OneDigital.
Recent Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.  The guidance simplifies the measurement of goodwill impairment by removing step 2 of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit.  The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis.  The new standard is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We have completed our evaluation of the effect this new guidance will have on our consolidated financial statements and related disclosures and have concluded that the effect will not be material. We do not expect to early adopt this standard.
From May 2014 through December 2016 the FASB issued various ASUs on revenue recognition (the "Revenue Recognition ASUs") including ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. Prior to the acquisition of T-System we concluded that we do not expect the Revenue Recognition ASUs to have a material impact on our combined financial statements as disclosed in Note S to our Combined Financial Statements included in our Registration Statement. We do not expect the acquisition of T-System to change the Company's initial conclusion of the impact of the Revenue Recognition ASUs on our financial statements.

Note B.         Acquisitions
The results of operations and financial position of the entities acquired during any period are included in the Condensed Combined Financial Statements from and after the date of acquisition.
T-System
On October 16, 2017, we completed the T-System Merger for aggregate merger consideration of $204.4 million. T-System is a provider of clinical documentation and coding solutions to hospital-based and free-standing emergency departments and urgent care facilities.
The Company paid total consideration, net of cash received, of $202.8 million in exchange for 100% of the ownership of T-System. The total consideration paid was as follows (in millions):
Cash paid
$
204.4

Less: Cash acquired
1.6

Total cash consideration paid
$
202.8

The Company will account for the acquisition by applying the acquisition method of accounting which requires, among other things, that the assets acquired and the liabilities assumed be measured at their fair values as of the closing date of the transaction.  The Company is in the process of ascertaining the respective fair values of the net identifiable assets; however, initial estimates are not yet available.  Accordingly, we have excluded disclosure of the major classes of assets and liabilities acquired and supplemental pro forma information.



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Corporate and other
Brasada
On January 18, 2016, we completed our purchase of certain assets of Brasada Ranch Development, LLC, Brasada Ranch Hospitality, LLC, Brasada Ranch Utilities, LLC, Brasada Rental Management, LLC, and Oregon Resorts, LLC (collectively, "Brasada") through our 87% owned subsidiary FNF NV Brasada, LLC. Brasada is a ranch-style resort in Oregon which offers luxury accommodations, championship golf, world-class dining and amenities, and vast recreational activities. The acquisition was made to supplement our resort, land and real estate holdings.
The Company paid total consideration, net of cash received, of $27.5 million in exchange for the assets of Brasada. The total consideration paid was as follows (in millions):
Cash paid
$
12.0

Cash consideration financed through a mortgage loan
15.5

Total cash consideration paid
$
27.5

The purchase price has been allocated to Brasada's assets acquired and liabilities assumed based on our best estimates of their fair values as of the acquisition date.
The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired, excluding cash received, and liabilities assumed as of the acquisition date (in millions):
 
Fair Value
Trade receivables
$
0.7

Prepaid and other current assets
0.6

Other long-term investments
8.6

Property and equipment
14.4

Other intangible assets
7.5

Total assets acquired
31.8

 
 
Accounts payable and accrued liabilities
1.1

Deferred revenue
1.0

Notes payable
0.2

Total liabilities assumed
2.3

Total noncontrolling assumed
2.0

Net assets acquired
$
27.5

For comparative purposes, selected unaudited pro-forma combined results of operations of the Company for the three and nine months ended September 30, 2016 are presented below. Pro-forma results presented assume the consolidation of Brasada occurred as of the beginning of the 2016 period. Amounts are adjusted to exclude costs directly attributable to the acquisition of Brasada, including transaction costs.
 
Three Months Ended September 30, 2016
Nine Months Ended September 30, 2016
 
(in millions)
Total revenues
$
286.7

$
886.0

Net loss
(25.5
)
(5.9
)





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Estimated Useful Lives of Property and Equipment and Other Intangible Assets
The gross carrying values and weighted average estimated useful lives of property and equipment and other intangible assets acquired in the Brasada acquisition consists of the following (dollars in millions):
 
 
Gross Carrying Value
 
Weighted Average
Estimated Useful Life
(in years)
Property and equipment
 
$
14.4

 
3 - 40
Other intangible assets:
 
 
 
 
Management services contract
 
5.2

 
12
Tradename
 
2.3

 
15
Total other intangible assets
 
7.5

 
 
Total
 
$
21.9

 
 

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Note C — 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 Combined 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 September 30, 2017 and December 31, 2016, respectively:
 
September 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In millions)
Assets:
 
 
 
 
 
 
 
Fixed-maturity securities available for sale:
 

 
 

 
 

 
 

Corporate debt securities
$

 
$
22.5

 
$

 
$
22.5

Equity securities available for sale
16.9

 

 

 
16.9

Deferred compensation
4.2

 

 

 
4.2

     Total assets
$
21.1

 
$
22.5

 
$

 
$
43.6

Liabilities:
 
 
 
 
 
 
 
Deferred compensation
$
4.2

 
$

 
$

 
$
4.2

     Total liabilities
$
4.2

 
$

 
$

 
$
4.2


 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In millions)
Assets:
 
 
 
 
 
 
 
Fixed-maturity securities available for sale:
 

 
 

 
 

 
 

Corporate debt securities
$

 
$
25.0

 
$

 
$
25.0

Equity securities available for sale
51.8

 

 

 
51.8

Deferred compensation
3.5

 

 

 
3.5

     Total assets
$
55.3

 
$
25.0

 
$

 
$
80.3

Liabilities:
 
 
 
 
 
 
 
Deferred compensation
$
3.5

 
$

 
$

 
$
3.5

     Total liabilities
$
3.5

 
$

 
$

 
$
3.5


Our recurring Level 2 fair value measure for our fixed-maturity securities available for sale are provided by a third-party provider. We rely on one price for the instruments to determine the carrying amount of the assets on our balance sheet. Quarterly, a blended comparable public company and discounted cash flow analysis are utilized to determine the fair value. The inputs utilized in the analysis include observable measures such as benchmark yields, benchmark securities, and reference data including public company operating results and market research publications. Other factors considered include the bond's yield, its terms and

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conditions, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news. We review the pricing methodologies for our Level 2 securities by obtaining an understanding of the valuation models and assumptions used by the third-party as well as independently comparing the resulting prices to other publicly available measures of fair value.
Additional information regarding the fair value of our investment portfolio is included in Note D Investments.
Deferred compensation plan assets are comprised of various investment funds which are valued based upon their quoted market prices.
As of September 30, 2017 and December 31, 2016 we held no material assets or liabilities measured at fair value using Level 3 inputs.
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 F Notes Payable.

Note D — Investments

Available for Sale Securities
 The carrying amounts and fair values of our available for sale securities at September 30, 2017 and December 31, 2016 are as follows:
 
September 30, 2017
 
Carrying
Value
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
(In millions)
Fixed maturity securities available for sale:
 

 
 

 
 

 
 

 
 

Corporate debt securities
22.5

 
25.7

 
0.3

 
(3.5
)
 
22.5

Equity securities available for sale
16.9

 
17.7

 

 
(0.8
)
 
16.9

  Total
$
39.4

 
$
43.4

 
$
0.3

 
$
(4.3
)
 
$
39.4

 
December 31, 2016
 
Carrying
Value
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
(In millions)
Fixed maturity securities available for sale:
 

 
 

 
 

 
 

 
 

Corporate debt securities
25.0

 
24.7

 
0.3

 

 
25.0

Equity securities available for sale
51.8

 
44.2

 
7.6

 

 
51.8

  Total
$
76.8

 
$
68.9

 
$
7.9

 
$

 
$
76.8

 
The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or discount since the date of purchase.
As of September 30, 2017 the fixed maturity securities in our investment portfolio had a maturity of greater than one year but less than five years. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

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Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2017 were as follows (in millions):
 
Less than 12 Months
 
Fair
 
Unrealized
 
Value
 
Losses
Corporate debt securities
$
22.5

 
$
(3.5
)
Equity securities available for sale
16.9

 
(0.8
)
Total temporarily impaired securities
$
39.4

 
$
(4.3
)

Equity securities are carried at fair value. The change in net unrealized gain/loss on equity securities for the three and nine months ended September 30, 2017 was a decrease of $1.8 million and $8.4 million, respectively. The decrease in the three-month period ended September 30, 2017 was primarily attributable to a decrease in market value of our holding. The decrease in the nine-month period ended September 30, 2017 was primarily attributable to sales of securities.
During the nine months ended September 30, 2017, we sold equity securities for gross proceeds of $31.6 million resulting in gross realized gains of $5.1 million. We sold no securities in the three months ended September 30, 2017 or the three or nine months ended September 30, 2016.
During the three and nine months ended September 30, 2017 and 2016, we incurred no other-than-temporary impairment charges relating to securities available for sale. We recorded realized gains of $5.1 million in the nine months ended September 30, 2017 related to the sales of equity securities available for sale. We recorded no realized gains or losses on securities available for sale in the three months ended September 30, 2017 or the three or nine months ended September 30, 2016.
As of September 30, 2017, we held no investments for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize potential future impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our combined financial statements.
Investments in Unconsolidated Affiliates
Investments in unconsolidated affiliates recorded using the equity method of accounting as of September 30, 2017 and December 31, 2016 consisted of the following (in millions):
 
Ownership at September 30, 2017
 
September 30,
2017
 
December 31,
2016
Ceridian
33
%
 
$
321.7

 
$
323.2

Ceridian II
33
%
 
47.4

 
47.4

Total investment in Ceridian
33
%
 
369.1

 
370.6

Other
various

 
40.9

 
36.7

Total
 

 
$
410.0

 
$
407.3


On March 30, 2016, Ceridian Holding II LLC ("Ceridian II"), an affiliate of Ceridian, completed an offering of common stock (the “Offering”) for aggregate proceeds of $150.2 million. The proceeds of the Offering were used by Ceridian Holding II LLC to purchase shares of senior convertible preferred stock of Ceridian HCM Holding, Inc. ("Ceridian HCM"), a wholly-owned subsidiary of Ceridian. As part of the Offering, FNF purchased a number of shares of common stock of Ceridian Holding II LLC equal to its pro-rata ownership in Ceridian.


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Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in losses of unconsolidated affiliates in our Condensed Combined Balance Sheets and Condensed Combined Statements of Earnings, respectively, is presented below.
 
September 30,
2017
 
December 31,
2016
 
(In millions)
Total current assets before customer funds
$
308.9

 
$
342.7

Customer funds
3,480.8

 
3,702.8

Goodwill and other intangible assets, net
2,308.9

 
2,290.9

Other assets
97.1

 
90.1

Total assets
$
6,195.7

 
$
6,426.5

Current liabilities before customer obligations
$
144.8

 
$
200.8

Customer obligations
3,480.3

 
3,692.3

Long-term obligations, less current portion
1,118.9

 
1,139.8

Other long-term liabilities
264.4

 
300.5

Total liabilities
5,008.4

 
5,333.4

Equity
1,187.3

 
1,093.1

Total liabilities and equity
$
6,195.7

 
$
6,426.5


 
Three months ended September 30, 2017
 
Three months ended September 30, 2016
 
Nine months ended September 30, 2017
 
Nine months ended September 30, 2016
 
(In millions)
 
(In millions)
Total revenues
$
184.5

 
$
169.9

 
$
548.3

 
$
514.9

Loss before income taxes
(16.3
)
 
(36.9
)
 
(46.3
)
 
(76.6
)
Net loss
(20.0
)
 
(40.2
)
 
(54.0
)
 
(63.7
)


Note E.  
Inventory
Inventory consists of the following:
 
September 30,
2017
 
December 31,
2016
 
(In millions)
Bakery inventory:
 
 
 
Raw materials
$
9.5

 
$
5.1

Semi-finished and finished goods
16.3

 
5.9

Packaging
2.8

 
2.2

Obsolescence reserve
(0.5
)
 
(0.3
)
Total bakery inventory
28.1

 
12.9

Restaurant and other inventory
9.6

 
11.0

Total inventory
$
37.7

 
$
23.9



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Note F —Notes Payable
Notes payable consists of the following:
 
 
September 30,
2017
 
December 31,
2016
 
 
(In millions)
ABRH Term Loan, interest payable monthly at LIBOR + 3.0% (4.24% at September 30, 2017), due August 2019
 
$
86.1

 
$
91.6

ABRH Revolving Credit Facility, unused portion of $14, due August 2019 with interest payable monthly or quarterly at various rates
 
29.6

 

Brasada Cascades Credit Agreement, due January 2026 with interest payable monthly at varying rates
 
12.3

 
12.9

Corporate Revolver Note with FNF, Inc., unused portion of $100.0 million at September 30, 2017
 

 

Other
 
0.5

 
0.2

Notes payable, total
 
$
128.5

 
$
104.7

Less: Notes payable, current
 
9.0

 
11.4

Notes payable, long term
 
$
119.5

 
$
93.3

At September 30, 2017 the carrying value of our outstanding notes payable approximated fair value. The carrying value of the ABRH term loan and the variable rate notes pursuant to the Brasada Cascades Credit Agreement approximate fair value as they are variable rate instruments with short reset periods (either monthly or quarterly) which reflect current market rates. The revolving credit facilities are considered Level 2 financial liabilities. The fixed-rate note pursuant to the Cascades Credit Agreement approximates fair value as of September 30, 2017.
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 “Cascades Credit Agreement”) with Bank of the Cascades, an Oregon state-chartered commercial bank (“Bank of the Cascades”), as lender. The material terms of the Cascades Credit Agreement are set forth in our audited Combined Financial Statements for the year ended December 31, 2016 included in our Registration Statement. As of September 30, 2017, the variable rate notes incurred interest at 3.48%, and there is $0.8 million available to be drawn on the Line of Credit Loan.
On August 19, 2014, ABRH entered into a credit agreement (the “ABRH Credit Facility”) with Wells Fargo Bank, National Association as administrative agent, Swingline Lender and Issuing Lender (the “ABRH Administrative Agent”), Bank of America, N.A. as syndication agent and the other financial institutions party thereto. The ABRH Credit Facility was amended on February 24, 2017. The material terms of the ABRH Credit Facility are set forth in our audited Combined Financial Statements for the year ended December 31, 2016 included in our Registration Statement. As of September 30, 2017, ABRH had $16.4 million of outstanding letters of credit, $18.6 million of borrowings under the ABRH Revolver incurred interest monthly at 4.24% and $11.0 million of borrowings incurred interest quarterly at 6.25%.
On June 30, 2014, FNF issued to FNFV, LLC a revolver note in an aggregate principal amount of up to $100.0 million (the “Revolver Note”), pursuant to FNF's revolving credit facility. The material terms of the Revolver Note are set forth in our audited Combined Financial Statements for the year ended December 31, 2016 included in our Registration Statement.
      Gross principal maturities of notes payable at September 30, 2017 are as follows (in millions):
 
2017
$
2.1

2018
9.6

2019
105.5

2020

2021

Thereafter
12.5

 
$
129.7



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Note G — 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, 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 and which represents our best estimate is recorded. As of September 30, 2017 and December 31, 2016, we have no accruals for legal proceedings as none of our ongoing matters are both probable and reasonably estimable. 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 if an unfavorable outcome results, 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 April 8, 2016, a cyber-security investigation at O’Charley’s identified signs of unauthorized access to the payment card network of O’Charley’s restaurants. The Company retained a cyber security firm to prepare a report (called a “Payment Card Industry Forensic Investigator report” or “PFI report”) describing the incident. The PFI report was submitted to the card networks on June 10, 2016. Based on the PFI report, credit cards used at all O’Charley’s restaurants (other than three franchised locations) from March 18, 2016, to April 8, 2016 may have been affected. To date, the Company has reimbursed Fifth Third Bank for fines arising under the MasterCard Security Rules and Procedures (Merchant Edition) in the amount of $0.6 million. We received a letter from VISA dated September 6, 2017 indicating that 438,248 VISA accounts were affected by the incident. We expect to receive a liability assessment under VISA’s Global Compromised Account Recovery (GCAR) program in November 2017. Any amounts incurred by O’Charley’s pursuant to VISA’s GCAR program, as well as additional amounts imposed by other card issuers, will depend on a variety of factors, including the specific facts and circumstances of the incident (e.g., how many cards were used to make unauthorized purchases) and the exercise of discretion by each card network. O’Charley’s could also face lawsuits by individual cardholders for unauthorized charges if the individuals are not fully compensated by the card brands. However, individual cardholders generally have no liability for unauthorized charges under the card brand rules, and O’Charley’s has received no notice of any such lawsuits to date.
O’Charley’s is the defendant in a lawsuit, Otis v. O’Charley’s, LLC, filed on July 13, 2016, in U.S. District Court, Central District of Illinois. The lawsuit purports to bring a national class action on behalf of all O’Charley’s servers and bartenders under the Fair Labor Standards Act and similar state laws. The complaint alleges that O'Charley's failed to pay plaintiffs the applicable minimum wage and overtime by requiring tipped employees to: (a) spend more than twenty percent of their time performing non-tipped duties, including dishwashing, food preparation, cleaning, maintenance, and other "back of the house" duties; and (b) perform “off the clock” work. Plaintiffs seek damages and declaratory relief. The named plaintiffs and members of the putative class are parties to employment agreements with O’Charley’s that provide, inter alia, for individual arbitration of potential claims and disputes. On October 25, 2016, the District Court entered an Order staying all proceedings in the Otis case pending the United States Supreme Court’s resolution of certain petitions for certiorari filed in several Circuit Courts of Appeals cases that address the issue of whether agreements between employers and employees to arbitrate disputes on an individual basis are enforceable under the Federal Arbitration Act. The Order provides that, if certiorari is granted in any of the Circuit Courts of Appeals cases,

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the stay of the Otis case will continue until the Supreme Court reaches a final decision on the merits in the cases. On January 13, 2017, the Supreme Court granted certiorari in three of the Circuit Courts of Appeals cases that address the enforceability of arbitration agreements. Accordingly, the proceedings in the Otis case are stayed until the Supreme Court reaches a final decision on the merits in the three cases.
Operating Leases
Future minimum operating lease payments as of September 30, 2017 are as follows (in millions):
2017 (remaining)
$
15.3

2018
60.2

2019
55.5

2020
49.6

2021
43.1

Thereafter
163.4

Total future minimum operating lease payments
$
387.1

Unconditional Purchase Obligations
The Restaurant Group has unconditional purchase obligations with various vendors.  These purchase obligations are primarily 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 September 30, 2017 to determine the amount of the obligations.
Purchase obligations as of September 30, 2017 are as follows (in millions):
2017 (remaining)
$
90.7

2018
94.6

2019
24.9

2020
16.5

2021
1.8

Thereafter
5.4

Total purchase commitments
$
233.9


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Note H — Segment Information
Summarized financial information concerning our reportable segments is shown in the following tables.
On June 6, 2017, we completed the sale of OneDigital. The segment presentation below has been restated to exclude the results of OneDigital, which was formerly a reportable segment. See Note J. Discontinued Operations for further details of the results of OneDigital.
As of and for the three months ended September 30, 2017:
 
Restaurant Group
 
Ceridian
 
 Corporate
and Other
 
Ceridian Elimination
 
Total
 
 
Restaurant revenues
$
270.0

 
$

 
$

 
$

 
$
270.0

Other operating revenues

 
184.5

 
11.3

 
(184.5
)
 
11.3

Revenues from external customers
270.0

 
184.5

 
11.3

 
(184.5
)
 
281.3

Interest and investment income, including realized gains and losses

 

 
1.4

 

 
1.4

Total revenues
270.0

 
184.5

 
12.7

 
(184.5
)
 
282.7

Depreciation and amortization
11.2

 
7.9

 
0.7

 
(7.9
)
 
11.9

Interest expense
(1.6
)
 
(21.8
)
 
(0.2
)
 
21.8

 
(1.8
)
Loss from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates
(18.5
)
 
(16.3
)
 
(2.7
)
 
16.3

 
(21.2
)
Income tax expense (benefit)

 
3.3

 
(2.6
)
 
(3.3
)
 
(2.6
)
Loss from continuing operations, before equity in earnings (losses ) of unconsolidated affiliates
(18.5
)
 
(19.6
)
 
(0.1
)
 
19.6

 
(18.6
)
Equity in earnings (losses) of unconsolidated affiliates

 

 
0.2

 
(4.8
)
 
(4.6
)
(Loss) earnings from continuing operations
$
(18.5
)
 
$
(19.6
)
 
$
0.1

 
$
14.8

 
$
(23.2
)
Assets
$
477.6

 
$
6,195.7

 
$
883.4

 
$
(6,195.7
)
 
$
1,361.0

Goodwill
101.4

 
2,090.9

 
0.1

 
(2,090.9
)
 
101.5

As of and for the three months ended September 30, 2016:
 
Restaurant Group
 
Ceridian
 
 Corporate
and Other
 
Ceridian Elimination
 
Total
 
 
Restaurant revenues
$
273.0

 
$

 
$

 
$

 
$
273.0

Other operating revenues

 
169.9

 
8.9

 
(169.9
)
 
8.9

Revenues from external customers
273.0

 
169.9

 
8.9

 
(169.9
)
 
281.9

Interest and investment income, including realized gains and losses

 

 
0.7

 

 
0.7

Total revenues
273.0

 
169.9

 
9.6

 
(169.9
)
 
282.6

Depreciation and amortization
10.5

 
7.7

 
0.5

 
(7.7
)
 
11.0

Interest expense
(1.2
)
 
(21.7
)
 
(0.1
)
 
21.7

 
(1.3
)
Loss from continuing operations, before income taxes and equity in losses of unconsolidated affiliates
(4.2
)
 
(36.9
)
 
(0.1
)
 
36.9

 
(4.3
)
Income tax expense

 
7.3

 
10.5

 
(7.3
)
 
10.5

Loss from continuing operations, before equity in losses of unconsolidated affiliates
(4.2
)
 
(44.2
)
 
(10.6
)
 
44.2

 
(14.8
)
Equity in losses of unconsolidated affiliates

 

 
(0.7
)
 
(12.2
)
 
(12.9
)
Loss from continuing operations
$
(4.2
)
 
$
(44.2
)
 
$
(11.3
)
 
$
32.0

 
$
(27.7
)
Assets
$
482.4

 
$
6,271.7

 
$
958.6

 
$
(6,271.7
)
 
$
1,441.0

Goodwill
101.4

 
2,068.6

 

 
(2,068.6
)
 
101.4



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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) — continued

As of and for the nine months ended September 30, 2017:
 
Restaurant Group
 
Ceridian
 
 Corporate
and Other
 
Ceridian Elimination
 
Total
 
 
Restaurant revenues
$
830.4

 
$

 
$

 
$

 
$
830.4

Other operating revenues

 
548.3

 
21.7

 
(548.3
)
 
21.7

Revenues from external customers
830.4

 
548.3

 
21.7

 
(548.3
)
 
852.1

Interest and investment income, including realized gains and losses

 

 
8.8

 

 
8.8

Total revenues
830.4

 
548.3

 
30.5

 
(548.3
)
 
860.9

Depreciation and amortization
32.9

 
22.8

 
2.0

 
(22.8
)
 
34.9

Interest expense
(4.8
)
 
(65.1
)
 
(0.4
)
 
65.1

 
(5.2
)
Loss from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates
(24.6
)
 
(46.3
)
 
(34.3
)
 
46.3

 
(58.9
)
Income tax expense (benefit)

 
7.7

 
(27.8
)
 
(7.7
)
 
(27.8
)
Loss from continuing operations, before equity in earnings (losses) of unconsolidated affiliates
(24.6
)
 
(54.0
)
 
(6.5
)
 
54.0

 
(31.1
)
Equity in earnings (losses) of unconsolidated affiliates
0.1

 

 
1.3

 
(15.3
)
 
(13.9
)
Loss from continuing operations
$
(24.5
)
 
$
(54.0
)
 
$
(5.2
)
 
$
38.7

 
$
(45.0
)
Assets
$
477.6

 
$
6,195.7

 
$
883.4

 
$
(6,195.7
)
 
$
1,361.0

Goodwill
101.4

 
2,090.9

 
0.1

 
(2,090.9
)
 
101.5

As of and for the nine months ended September 30, 2016:
 
Restaurant Group
 
Ceridian
 
 Corporate
and Other
 
Ceridian Elimination
 
Total
 
 
Restaurant revenues
$
858.4

 
$

 
$

 
$

 
$
858.4

Other operating revenues

 
514.9

 
17.0

 
(514.9
)
 
17.0

Revenues from external customers
858.4

 
514.9

 
17.0

 
(514.9
)
 
875.4

Interest and investment income, including realized gains and losses
(2.6
)
 

 
17.4

 

 
14.8

Total revenues
855.8

 
514.9

 
34.4

 
(514.9
)
 
890.2

Depreciation and amortization
30.7

 
22.3

 
1.5

 
(22.3
)
 
32.2

Interest expense
(3.5
)
 
(65.5
)
 
(0.4
)
 
65.5

 
(3.9
)
Earnings (loss) from continuing operations, before income taxes and equity in losses of unconsolidated affiliates
1.6

 
(76.6
)
 
10.5

 
76.6

 
12.1

Income tax expense

 
8.0

 
3.0

 
(8.0
)
 
3.0

Earnings (loss) from continuing operations, before equity in losses of unconsolidated affiliates
1.6

 
(84.6
)
 
7.5

 
84.6

 
9.1

Equity in losses of unconsolidated affiliates

 

 
(0.4
)
 
(17.5
)
 
(17.9
)
Earnings (loss) from continuing operations
$
1.6

 
$
(84.6
)
 
$
7.1

 
$
67.1

 
$
(8.8
)
Assets
$
482.4

 
$
6,271.7

 
$
958.6

 
$
(6,271.7
)
 
$
1,441.0

Goodwill
101.4

 
2,068.6

 

 
(2,068.6
)
 
101.4


The activities in our segments include the following:
Restaurant Group. This segment consists of the operations of ABRH, in which we have a 55% ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Village Inn and Bakers Square restaurant and food service concepts, as well as its Legendary Baking bakery operation. This segment also includes the results of the Max & Erma's concept through the date which it was sold, January 25, 2016.
Ceridian. This segment consists of our 33% ownership interest in Ceridian. Ceridian, through its operating subsidiary Ceridian HCM, offers a broad range of services and software designed to help employers more effectively manage employment processes, such as payroll, payroll related tax filing, human resource information systems, employee self-

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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) — continued

service, time and labor management, employee assistance and work-life programs, and recruitment and applicant screening. Ceridian HCM's cloud offering, Dayforce, is a cloud solution that meets HCM needs with one employee record and one user experience throughout the application. Dayforce enables organizations to process pay, maintain human resources records, manage benefits enrollment, schedule staff, and find and hire personnel, while monitoring compliance throughout the employee life cycle. We account for our investment in Ceridian under the equity method of accounting and therefore its results of operations do not consolidate into ours. Accordingly, we have presented the elimination of Ceridian's results in the Ceridian Elimination section of the segment presentation above.
Corporate and Other. This segment consists of our share in the operations of certain controlled portfolio companies and other equity investments, including our controlling investment in Fidelity National Timber Resources, Inc., which includes our 87% ownership of FNF NV Brasada, LLC ("Brasada") and Rock Creek Idaho Holdings, LLC, and our minority investments in Triple Tree Holdings LLC, Wine Direct, Inc. and the debt of Colt Defense, LLC ("Colt Defense"), as well as certain intercompany eliminations and taxes. Total assets for this segment as of September 30, 2016 also include the assets of One Digital of $230.7 million.
Note I.  
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.
 
 
Nine months ended September 30,
 
 
2017
 
2016
 
 
(In millions)
Cash paid (refunded) during the period:
 
 

 
 

Interest
 
$
6.8

 
$
6.3

Income taxes
 
114.4

 
(1.0
)
Non-cash financing activities:
 
 

 
 

Liabilities and noncontrolling interests assumed in connection with acquisitions:
 
 

 
 

Fair value of net assets acquired
 
$
25.9

 
$
62.8

Less: Total cash purchase price
 
21.1

 
54.7

Liabilities and noncontrolling interests assumed
 
$
4.8

 
$
8.1

Debt extinguished through the sale of OneDigital
 
$
151.1

 
$



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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) — continued

Note J.      Discontinued Operations
OneDigital
As a result of the sale of OneDigital we have reclassified the assets and liabilities divested as assets and liabilities of discontinued operations in our condensed combined balance sheet as of December 31, 2016.  Further, the financial results of OneDigital have been reclassified to discontinued operations for all periods presented in our condensed combined statements of operations. We retained no ownership in OneDigital and have no continuing involvement with OneDigital as of the date of the sale.
A reconciliation of the operations of OneDigital to the Statement of Operations is shown below:
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
 
2016
 
2017
 
2016
 
(Unaudited)
 
(Unaudited)
Revenues:
 
 
 
Other operating revenue
$
37.0

 
$
80.9

 
$
109.8

Total operating revenues
37.0

 
80.9

 
109.8

Operating expenses:
 
 
 
 
 
Personnel costs
23.8

 
56.9

 
69.1

Depreciation and amortization
4.7

 
8.8

 
13.2

Other operating expenses
7.1

 
11.3

 
20.5

Total operating expenses
35.6

 
77.0

 
102.8

Operating income
1.4

 
3.9

 
7.0

Other income (expense):
 
 
 
 
 
Interest expense
(1.3
)
 
(2.9
)
 
(3.5
)
Realized gains and (losses), net

 
276.0

 

Total other income (expense)
(1.3
)
 
273.1

 
(3.5
)
Earnings from discontinued operations before income taxes
0.1

 
277.0

 
3.5

Income tax expense
0.1

 
129.3

 
1.5

Earnings from discontinued operations attributable to the Company

 
147.7

 
2.0

 
 
 
 
 
 
Cash flow from discontinued operations data:
 
 
 
 
 
Net cash provided by operations
$
7.2

 
$
17.3

 
$
22.2

Net cash used in investing activities
(12.3
)
 
(27.3
)
 
(32.3
)
Other acquisitions/disposals of businesses, net of cash acquired, on the Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 includes $25.9 million and $27.3 million, respectively, related to acquisitions made by OneDigital. Borrowings on the Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 include $23.0 million and $20.0 million, respectively, related to borrowings by OneDigital. Debt service payments on the Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 include $3.0 million and $7.5 million, respectively, for the nine months ended September 30, 2017 and 2016 related to principal repayments by OneDigital.










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FIDELITY NATIONAL FINANCIAL VENTURES OPERATIONS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) — continued

A reconciliation of the financial position of OneDigital to the Balance Sheet is shown below:
 
December 31, 2016
 
(in millions)
Cash and cash equivalents
$
4.7

Trade receivables
13.6

Prepaid expenses and other current assets
3.5

Total current assets of discontinued operations
21.8

Property and equipment, net
3.0

Deferred tax assets
17.0

Other intangible assets, net
115.6

Goodwill
104.7

Other long term investments and noncurrent assets
1.6

Total noncurrent assets of discontinued operations
241.9

Total assets of discontinued operations
$
263.7

 
 
Accounts payable and other accrued liabilities, current
$
28.5

Income taxes payable
3.4

Total current liabilities of discontinued operations
31.9

Long term notes payable
128.7

Accounts payable and other accrued liabilities, noncurrent
21.4

Total noncurrent liabilities of discontinued operations
150.1

Total liabilities of discontinued operations
$
182.0




22

Table of Contents


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: changes in general economic, business and political conditions, including changes in the financial markets; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; risks associated with our Split-Off from FNF, including limitations on our strategic and operating flexibility related to the tax-free nature of the Split-Off and the Investment Company Act of 1940; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of our Registration Statement and other filings with the SEC.
The following discussion should be read in conjunction with our Registration Statement for the year ended December 31, 2016.
Overview
For a description of our business, including descriptions of segments and recent business developments, see the discussion under Basis of Financial Statements in Note A to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report, which is incorporated by reference into this Part I, Item 2.

Business Trends and Conditions
Restaurant Group
The restaurant industry is highly competitive and is often affected by changes in consumer tastes and discretionary spending patterns; changes in general economic conditions; public safety conditions or concerns; demographic trends; weather conditions; the cost of food products, labor, energy and other operating costs; and governmental regulations. Higher labor costs due to state and local minimum wage increases and shopping pattern shifts to e-commerce and “ready to eat” grocery and convenience stores have had a negative impact on restaurant performance, particularly in the casual and family dining restaurants in which the company operates.  
The restaurant industry is also characterized by high capital investments for new restaurants and relatively high fixed or semi-variable restaurant operating expenses.  Because of the high fixed and semi-variable expenses, changes in sales in existing restaurants are generally expected to significantly affect restaurant profitability because many restaurant costs and expenses are not expected to change at the same rate as sales.  Restaurant profitability can also be negatively affected by inflationary and regulatory increases in operating costs and other factors.  The most significant commodities that may affect our cost of food and beverage are beef, seafood, poultry, and dairy, which accounted for approximately half of our overall cost of food and beverage in the past. Generally, temporary increases in these costs are not passed on to guests; however, in the past, we have adjusted menu prices to compensate for increased costs of a more permanent nature.
Average weekly sales per restaurant are typically higher in the first and fourth quarters than in other quarters, and we typically generate a disproportionate share of our earnings from operations in the first and fourth quarters. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.
Our revenues in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate.
Ceridian
Over the last several years, a number of factors have significantly affected Ceridian’s results of operations, including its capital restructuring resulting from the initial acquisition by Thomas H. Lee Partners, L.P., a Delaware limited partnership ("THL") and FNFV LLC of all of the outstanding equity of the Ceridian entities that was completed on November 9, 2007 (such acquisition, the "2007 Merger"), and the related interest expense, the accounting and purchase price allocations from the 2007 Merger, the acquisition in 2012 of the Dayforce legal entities, and Ceridian’s corporate restructuring following the 2013 separation of Ceridian HCM and Comdata. Other factors that have affected Ceridian’s results of operations over the last several years include the levels of customer trust funds held, transaction volumes, price increases, foreign currency exchange rates, interest rates (including interest earned on customer trust funds and interest expense on debt), customer employment levels, and its cost savings initiatives. Ceridian is subject to the risks arising from adverse changes in domestic and global economic conditions. Historically low interest rates continue to adversely affect its business, having a negative impact on the interest income generated from funds held in trust for customers. Ceridian believes all of such factors may continue to significantly affect its results of operations.

23

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Results of Operations
Consolidated Results of Operations
 
 
 
 
 
 
 
     Net Earnings. The following table presents certain financial data for the periods indicated:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(Dollars in millions)
Revenues:
 
 
 
 
 
 
 
Restaurant revenue
$
270.0

 
$
273.0

 
$
830.4

 
$
858.4

Other operating revenue
11.3

 
8.9

 
21.7

 
17.0

Total operating revenues
281.3

 
281.9

 
852.1

 
875.4

Operating expenses:
 
 
 
 
 
 
 
Cost of restaurant revenue
242.9

 
236.2

 
727.7

 
726.5

Personnel costs
18.7

 
18.0

 
79.2

 
51.8

Depreciation and amortization
11.9

 
11.0

 
34.9

 
32.2

Other operating expenses
28.6

 
20.4

 
72.8

 
63.7

Total operating expenses
302.1

 
285.6

 
914.6

 
874.2

Operating (loss) income
(20.8
)
 
(3.7
)
 
(62.5
)
 
1.2

Other income (expense):
 
 
 
 
 
 
 
Interest and investment income