SEC Filing | Cannae Holdings, Inc.

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cnne-20220630

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐						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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Cannae Common Stock, $0.0001 par value

CNNE

New York Stock Exchange

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 ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ NO ☐

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

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

As of July 29, 2022 there were 80,140,436 shares of the Registrant's common stock outstanding.

FORM 10-Q

QUARTERLY REPORT

Quarter Ended June 30, 2022

TABLE OF CONTENTS



			Page
Part I: FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of Ju ne 30 , 2022 and December 31, 2021			1
B. Condensed Consolidated Statements of Operations for the three and six -month periods ended June 30 , 2022 and 2021			2
C. Condensed Consolidated Statements of Comprehensive (Loss ) Earnings for the three and six -month periods ended June 30 , 2022 and 2021			3
D. Condensed Consolidated Statements of Equity for the three and six -month periods ended June 30 , 2022 and 2021			4
E. Condensed Consolidated Statements of Cash Flows for the s ix -month periods ended June 30 , 2022 and 2021			6
F. Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosure About Market Risk			31
Item 4. Controls and Procedures			31
Part II: OTHER INFORMATION
Item 1. Legal Proceedings			32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 6. Exhibits			33

Table of Contents

Part I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CANNAE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)


	June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	100.6	$	85.8

Other current assets	28.0		35.8





Total current assets	128.6		121.6
Investments in unconsolidated affiliates	2,309.6		2,261.3
Equity securities, at fair value	282.5		1,045.1
Lease assets	163.3		172.0
Property and equipment, net	91.6		100.6
Deferred tax asset	85.8		—
Goodwill	53.4		53.4
Other intangible assets, net	25.2		26.9

Other long term investments and non-current assets	48.1		108.7

Total assets	$	3,188.1	$	3,889.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and other accrued liabilities, current	$	76.9	$	105.6
Income taxes payable	59.3		24.7
Lease liabilities, current	23.5		23.8
Deferred revenue	16.1		23.1
Notes payable, current	10.8		2.3

Total current liabilities	186.6		179.5
Lease liabilities, long term	156.5		166.1
Notes payable, long term	95.9		14.1
Deferred tax liability	—		143.8


Accounts payable and other accrued liabilities, long term	43.0		45.0

Total liabilities	482.0		548.5
Commitments and contingencies - see Note F
Equity:
Cannae common stock, 0.0001 par value; authorized 115,000,000 shares as of June 30, 2022 and December 31, 2021; outstanding of 80,140,436 and 86,886,034 shares as of June 30, 2022 and December 31, 2021, respectively, and issued of 92,490,514 and 92,460,514 shares as of June 30, 2022 and December 31, 2021, respectively	—		—
Preferred stock, 0.0001 par value; authorized 10,000,000 shares; issued and outstanding, none as of June 30, 2022 and December 31, 2021	—		—
Retained earnings	1,131.9		1,642.8
Additional paid-in capital	1,913.5		1,888.3
Less: Treasury stock, 12,350,078 and 5,574,480 shares as of June 30, 2022 and December 31, 2021, respectively, at cost	(327.2)		(188.6)
Accumulated other comprehensive loss	(14.8)		(7.2)
Total Cannae shareholders' equity	2,703.4		3,335.3
Noncontrolling interests	2.7		5.8
Total equity	2,706.1		3,341.1
Total liabilities and equity	$	3,188.1	$	3,889.6

See Notes to Condensed Consolidated Financial Statements

Table of Contents

CANNAE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021

Revenues:
Restaurant revenue	$	166.7	$	189.9	$	328.8	$	357.2
Other operating revenue	7.8		12.5		13.1		17.1
Total operating revenues	174.5		202.4		341.9		374.3
Operating expenses:
Cost of restaurant revenue	147.9		160.3		293.3		308.0
Personnel costs	16.0		24.4		37.1		36.4
Depreciation and amortization	6.2		6.4		12.0		14.3
Other operating expenses	31.4		47.5		102.1		87.8

Total operating expenses	201.5		238.6		444.5		446.5
Operating loss	(27.0)		(36.2)		(102.6)		(72.2)
Other income (expense):
Interest, investment and other income	0.1		0.5		0.1		1.4
Interest expense	(2.6)		(2.5)		(5.0)		(4.6)
Recognized (losses) gains, net	(193.6)		274.0		(458.8)		(38.5)
Total other (expense) income	(196.1)		272.0		(463.7)		(41.7)
(Loss) earnings before income taxes and equity in earnings of unconsolidated affiliates	(223.1)		235.8		(566.3)		(113.9)
Income tax (benefit) expense	(66.5)		49.3		(128.4)		(12.7)
(Loss) earnings before equity in (losses) earnings of unconsolidated affiliates	(156.6)		186.5		(437.9)		(101.2)
Equity in (losses) earnings of unconsolidated affiliates	(108.0)		(8.8)		(76.1)		45.1


Net (loss) earnings	(264.6)		177.7		(514.0)		(56.1)
Less: Net (loss) earnings attributable to noncontrolling interests	(1.3)		1.3		(3.1)		0.6
Net (loss) earnings attributable to Cannae Holdings, Inc. common shareholders	$	(263.3)	$	176.4	$	(510.9)	$	(56.7)




Earnings per share
Basic


Net (loss) earnings per share	$	(3.15)	$	1.94	$	(6.03)	$	(0.62)
Diluted


Net (loss) earnings per share	$	(3.15)	$	1.94	$	(6.03)	$	(0.62)
Weighted Average Shares Outstanding
Weighted average shares outstanding Cannae Holdings common stock, basic basis	83.5		90.7		84.7		91.1
Weighted average shares outstanding Cannae Holdings common stock, diluted basis	83.5		90.8		84.7		91.2

See Notes to Condensed Consolidated Financial Statements

Table of Contents

CANNAE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Net (loss) earnings	$	(264.6)	$	177.7	$	(514.0)	$	(56.1)
Other comprehensive loss, net of tax:
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)	—		—		—		0.5
Unrealized (losses) gains of investments in unconsolidated affiliates (2)	(6.4)		1.9		(7.6)		(2.7)
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 (3)	—		(10.9)		—		(10.9)
Reclassification adjustments for unrealized gains and losses of unconsolidated affiliates, net of tax, included in net earnings (4)	—		1.9		—		2.2
Other comprehensive loss	(6.4)		(7.1)		(7.6)		(10.9)
Comprehensive (loss) earnings	(271.0)		170.6		(521.6)		(67.0)
Less: Comprehensive (loss) earnings attributable to noncontrolling interests	(1.3)		1.3		(3.1)		0.6
Comprehensive (loss) earnings attributable to Cannae Holdings, Inc. common shareholders	$	(269.7)	$	169.3	$	(518.5)	$	(67.6)

_________________________________

(1)Net of income tax expense of $0.1 million for the six months ended June 30, 2021.

(2)Net of income tax (benefit) expense of $(1.7) million and $0.5 million for the three months ended June 30, 2022 and 2021, respectively, and $(2.0) million and $(0.7) million for the six months ended June 30, 2022 and 2021, respectively.

(3)Net of income tax benefit of $2.9 million for the three and six months ended June 30, 2021.

(4)Net of income tax expense of $0.5 million and $0.6 million for the three and six months ended June 30, 2021.

See Notes to Condensed Consolidated Financial Statements

Table of Contents

CANNAE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comp (Loss) Earnings		Treasury Stock			Non-controlling Interests		Total Equity
	Shares	$								Shares	$

Balance, March 31, 2021	92.4	$	—	$	1,878.3	$	1,696.7	$	(8.7)	0.7	$	(21.1)	$	5.1	$	3,550.3



Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax	—	—		—		—		1.9		—	—		—		1.9
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	—	—		—		—		(10.9)		—	—		—		(10.9)
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings	—	—		—		—		1.9		—	—		—		1.9



Treasury stock repurchases	—	—		—		—		—		2.5	(89.7)		—		(89.7)
Stock-based compensation, consolidated subsidiaries	—	—		0.6		—		—		—	—		—		0.6

Stock-based compensation, unconsolidated affiliates	—	—		1.9		—		—		—	—		—		1.9
Subsidiary dividends paid to noncontrolling interests	—	—		—		—		—		—	—		(0.2)		(0.2)
Net earnings	—	—		—		176.4		—		—	—		1.3		177.7
Balance, June 30, 2021	92.4	$	—	$	1,880.8	$	1,873.1	$	(15.8)	3.2	$	(110.8)	$	6.2	$	3,633.5

Balance, March 31, 2022	92.5	$	—	$	1,894.4	$	1,395.2	$	(8.4)	7.6	$	(242.5)	$	4.0	$	3,042.7


Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax	—	—		—		—		(6.4)		—	—		—		(6.4)




Treasury stock repurchases	—	—		—		—		—		4.8	(84.7)		—		(84.7)

Stock-based compensation, consolidated subsidiaries	—	—		0.4		—		—		—	—		—		0.4

Stock-based compensation, unconsolidated affiliates	—	—		18.7		—		—		—	—		—		18.7

Net loss	—	—		—		(263.3)		—		—	—		(1.3)		(264.6)
Balance, June 30, 2022	92.5	$	—	$	1,913.5	$	1,131.9	$	(14.8)	12.4	$	(327.2)	$	2.7	$	2,706.1

See Notes to Condensed Consolidated Financial Statements

Table of Contents

CANNAE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED

(In millions)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comp (Loss) Earnings		Treasury Stock			Non-controlling Interests		Total Equity
	Shares	$								Shares	$

Balance, December 31, 2020	92.4	$	—	$	1,875.8	$	1,929.8	$	(4.9)	0.7	$	(21.1)	$	5.6	$	3,785.2


Other comprehensive earnings — unrealized gain on investments and other financial instruments, net of tax	—	—		—		—		0.5		—	—		—		0.5
Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax	—	—		—		—		(2.7)		—	—		—		(2.7)
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	—	—		—		—		(10.9)		—	—		—		(10.9)
Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings	—	—		—		—		2.2					—		2.2



Treasury stock repurchases	—	—		—		—		—		2.5	(89.7)		—		(89.7)
Stock-based compensation, consolidated subsidiaries	—	—		1.3		—		—		—	—		—		1.3

Stock-based compensation, unconsolidated affiliates	—	—		3.7		—		—		—	—		—		3.7

Net (loss) earnings	—	—		—		(56.7)		—		—	—		0.6		(56.1)
Balance, June 30, 2021	92.4	$	—	$	1,880.8	$	1,873.1	$	(15.8)	3.2	$	(110.8)	$	6.2	$	3,633.5

Balance, December 31, 2021	92.4	$	—	$	1,888.3	$	1,642.8	$	(7.2)	5.6	$	(188.6)	$	5.8	$	3,341.1


Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax	—	—		—		—		(7.6)		—	—		—		(7.6)




Treasury stock repurchases	—	—		—		—		—		6.8	(138.6)		—		(138.6)
Issuance of restricted stock	0.1	—		—		—		—		—	—		—		—
Stock-based compensation, consolidated subsidiaries	—	—		0.7		—		—		—	—		—		0.7

Stock-based compensation, unconsolidated affiliates	—	—		24.5		—		—		—	—		—		24.5

Net loss	—	—		—		(510.9)		—		—	—		(3.1)		(514.0)
Balance, June 30, 2022	92.5	$	—	$	1,913.5	$	1,131.9	$	(14.8)	12.4	$	(327.2)	$	2.7	$	2,706.1

See Notes to Condensed Consolidated Financial Statements

Table of Contents

CANNAE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Six months ended June 30,

	2022		2021

Cash flows from operating activities:
Net loss	$	(514.0)	$	(56.1)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12.0		14.3
Equity in earnings of unconsolidated affiliates	76.1		(45.1)
Distributions from investments in unconsolidated affiliates	14.7		5.1
Recognized losses and asset impairments, net	459.8		38.5
Lease asset amortization	10.3		10.6
Stock-based compensation cost	0.7		1.3
Non-cash carried interest expense	31.8		—
Changes in assets and liabilities, net of effects from acquisitions:

Net decrease in other assets	11.9		31.3
Net decrease in lease liabilities	(12.4)		(12.7)
Net (decrease) increase in accounts payable, accrued liabilities, deferred revenue and other liabilities	(30.8)		23.7
Net change in income taxes	(193.1)		(78.1)
Net cash used in operating activities	(133.0)		(67.2)
Cash flows from investing activities:

Proceeds from partial sale of Ceridian shares	285.7		175.0
Proceeds from partial sale of D&B shares	—		186.0
Additions to property and equipment and other intangible assets	(7.6)		(4.9)
Collections of notes receivable	0.9		1.6
Additions to notes receivable	—		(12.5)
Proceeds from sales of property and equipment	—		10.3
Proceeds from sale of investments in unconsolidated affiliates and other long term investments	172.6		2.5

Investment in System1	(246.5)		—
Investment in Paysafe, net of subscription fees earned	—		(494.4)
Investments in Alight, net of subscription fees earned	—		(400.0)

Purchase of AAII Warrants	—		(29.6)
Additional investments in unconsolidated affiliates	—		(38.4)
Cash proceeds from settlement of fixed maturity securities and equity in Colt	—		38.7

Purchases of other long term investments	(3.4)		—

Distributions from investments in unconsolidated affiliates	—		281.1

Net other investing activities	—		2.6

Net cash provided by (used in) investing activities	201.7		(282.0)
Cash flows from financing activities:
Borrowings	305.7		6.7
Debt service payments	(213.8)		(19.0)
Sale of noncontrolling interest in consolidated subsidiary	—		0.1


Treasury stock repurchases	(145.8)		(88.0)

Net cash used in financing activities	(53.9)		(100.2)
Net increase (decrease) in cash and cash equivalents	14.8		(449.4)
Cash and cash equivalents classified as held for sale	—		(4.1)
Cash and cash equivalents at beginning of period	85.8		724.7
Cash and cash equivalents at end of period	$	100.6	$	271.2

See Notes to Condensed Consolidated Financial Statements

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CANNAE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A — Basis of Financial Statements

The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” "Cannae," "CNNE," or the "Company”), which have been followed in preparing the accompanying Condensed Consolidated Financial Statements.

Description of the Business

We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long-term. From time to time, we also seek to take meaningful equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business and we have no preset time constraints dictating when we sell or dispose of our businesses. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. Our primary assets as of June 30, 2022 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"), System1, Inc. ("System1") 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 G for further discussion of the businesses comprising our reportable segments.

We conduct our business through our wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Delaware limited liability company. Our board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of our external manager, Trasimene Capital Management, LLC (“Trasimene” or our “Manager”).

Principles of Consolidation and Basis of Presentation

The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2021.

All intercompany profits, transactions and balances have been eliminated. Our ownership interests in non-majority-owned partnerships and affiliates are accounted for under the equity method of accounting or as equity securities. Earnings attributable to noncontrolling interests recorded on the Condensed Consolidated Statements of Operations represents the portion of our majority-owned subsidiaries' net earnings or loss that is owned by noncontrolling shareholders of such subsidiaries. Noncontrolling interest recorded on the Condensed Consolidated Balance Sheets represents the portion of equity owned by noncontrolling shareholders in our consolidated subsidiaries.

Management Estimates

The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements (Note C). Actual results may differ from estimates.

Recent Developments

Ceridian

In January 2022, we completed the sale of 2.0 million shares of common stock of Ceridian pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"). In connection with the sale, we received proceeds of $173.3 million.

Table of Contents

CANNAE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

In May 2022 and June 2022, we completed the sale of an additional 2.0 million shares of common stock of Ceridian on the open market. In connection with such sales, we received proceeds of $112.5 million.

We owned 6.0 million shares of Ceridian common stock as of June 30, 2022, which represented approximately 3.9% of its outstanding stock as of June 30, 2022.

Refer to Notes C and D for further discussion of our accounting for our investment in Ceridian and other equity securities.

System1

On January 10, 2022, we entered into an amendment to the backstop facility agreement (the "S1 Backstop Agreement") pursuant to which our commitment to fund redemptions of shareholders of Trebia Acquisition Corp. ("Trebia") in conjunction with its merger with System1 (the "Trebia System1 Business Combination") increased from $200.0 million to $250.0 million. Also on January 10, 2022, we entered into an amended and restated sponsor agreement with the sponsors of Trebia pursuant to which the sponsors will forfeit up to an additional Trebia 1,352,941 Class B ordinary shares to Trebia, and Trebia will issue to Cannae an equal number of shares of Trebia Class A common stock in connection with, and based upon the extent of, Cannae’s obligation with respect to the increase in our backstop commitment. Trebia was co-sponsored by entities affiliated with the chairman and a member of our board of directors ("Board"), William P. Foley II and Frank R. Martire, respectively.

On January 27, 2022, the Trebia System1 Business Combination was completed and System1 merged with and into Trebia, with 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 owned 28.2 million of System1 common shares and indirectly owned 1.2 million warrants to purchase SST common shares (the "System1 Warrants").

On March 17, 2022, the trading price of System1 Class A common stock exceeded certain thresholds resulting in the conversion of System1's outstanding Class D common stock to Class A common stock. As a result, the 833,750 shares of System1 Class D common stock held by the sponsor of Trebia, Trasimene Trebia LP ("Trebia Sponsor"), in which the Company owns a 26.1% limited partnership interest converted to shares of System1 Class A common stock. Cannae's ratable portion of such shares is 217,500 shares.

On April 18, 2022, Trebia Sponsor exercised its System1 warrants on a cashless basis in exchange for System 1 Class A common stock. As a result, Cannae no longer has an indirect interest in any System1 warrants and has an indirect interest in an additional 0.5 million shares of System1 common stock held by Trebia Sponsor.

In April 2022 and May 2022, we sold an aggregate of 1.7 million shares of System1 common stock for aggregate proceeds of $22.7 million.

We account for our direct ownership of the common equity of System1 under the equity method of accounting. See Note D for further discussion of our accounting for our ownership of the common equity of System1.

As of the date of this Quarterly Report, we directly and indirectly own 27.2 million shares of System1 common stock representing an approximate 24.2% ownership interest.

Optimal Blue

On February 15, 2022, we completed the disposition (the "Optimal Blue Disposition") of our ownership interests in Optimal Blue Holdco, LLC ("Optimal Blue") to Black Knight, Inc. ("Black Knight") 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. We recorded a gain of $313.0 million on the sale which is included in Recognized gains (losses), net on the Condensed Consolidated Statement of Operations for the six months ended June 30, 2022.

Dun & Bradstreet

On February 15, 2022, we received 21.8 million shares of D&B as partial consideration for the Optimal Blue Disposition. Subsequently, we transferred to our Manager 1.6 million of the D&B shares we received as part of our carried interest paid related to the Optimal Blue Disposition. Following the receipt of these additional shares of D&B and payment of carried interest, we owned 88.3 million shares of D&B which represented approximately 20.3% of its outstanding common stock as of June 30, 2022. See Note D for further discussion of our accounting for our increased ownership interest in D&B.

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CANNAE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

Subsequent to June 30, 2022, we completed the sale of 9.2 million shares of common stock of D&B to a broker pursuant to Rule 144. In connection with the sale, we received proceeds of $127.2 million.

Alight

In March 2022, the sponsor of Foley Trasimene Acquisition Corp. ("FTAC") distributed all of its interest in Alight to its limited partners, including Cannae. As a result, Cannae now directly holds all of its interest in common equity of Alight. As of June 30, 2022, Cannae directly holds approximately 9.7% of the outstanding common equity of Alight.

AmeriLife

In June 2022, AmeriLife announced an investment from Genstar Capital, a leading private equity firm. We expect to receive cash proceeds for a portion of our ownership interest in AmeriLife in the second half of 2022 and to retain a portion of our ownership interest.

Other Developments

Effective February 26, 2021, our Board authorized a three-year stock repurchase program (the "2021 Repurchase Program") under which the Company may repurchase up to 10 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through February 26, 2024. The repurchase program does not obligate the Company to acquire any specific number of shares and may be suspended or terminated at any time. During the six months ended June 30, 2022, we repurchased 6,775,598 shares of CNNE common stock for approximately $138.6 million in the aggregate, or an average of $20.46 per share, pursuant to the 2021 Repurchase Program, of which 5,775,598 shares were repurchased from Fidelity National Financial, ("FNF") for an aggregate amount of $108.7 million.

On August 3, 2022, our Board authorized a new three-year stock repurchase program, (the "2022 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through August 3, 2025. The repurchase program does not obligate the Company to acquire any specific number of shares and may be suspended or terminated at any time.

As previously disclosed on June 24, 2022, we signed a non-binding letter of intent to invest in Eagle Football Holdings LLC ("Eagle"). Cannae and other third-party investors intend to each make an investment in Eagle in a form to be negotiated by all parties and subject to final documentation. The investment will be used to acquire soccer clubs and to establish Eagle as a leading multi-club owner and operator of global football clubs. In connection with the contemplated investment in Eagle, Cannae provided a debt commitment letter to John Textor, an individual, pursuant to which Cannae committed to provide a credit facility of up to a maximum principal amount of €523.0 million (the "Eagle Commitment") in connection with Eagle’s contemplated acquisition of equity interests in Olympique Lyonnais Groupe SA ("Olympique Lyonnais"). The credit facility will be secured by Mr. Textor’s and/or Eagle’s interest in the Olympique Lyonnais and Palace Holdco UK Limited (parent entity of Crystal Palace Football Club), and personally guaranteed by Mr. Textor. Some or all of the credit facility may be converted into equity in Eagle on terms to be agreed. If the credit facility is funded, Cannae expects to syndicate a substantial majority of its commitment to third-party investors.

Related Party Transactions

During the three and six months ended June 30, 2022, we incurred $10.6 million and $21.2 million, respectively, of management fee expenses payable to our Manager, and during the three and six months ended June 30, 2021, we incurred $8.2 million and $15.7 million, respectively, of management fee expenses payable to our Manager. During the three and six months ended June 30, 2022, we incurred $2.2 million and $47.4 million, respectively, of carried interest expense related to disposition of certain of the Company's assets and ownership interests. During the three and six months ended June 30, 2021, we incurred $20.3 million and $37.4 million, respectively, of carried interest expense related to monetization of certain Company's investments. These expenses are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations.

Earnings Per Share

Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period.

In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions

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CANNAE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.

Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three and six months ended June 30, 2022, there were 0.1 million antidilutive shares of restricted stock outstanding that were excluded from the calculation of diluted earnings per share. For the three and six months ended June 30, 2021, there were no antidilutive shares of restricted stock outstanding that were excluded from the calculation of diluted earnings per share.

Income Tax

Our effective tax rate was 29.8% and 20.9% in the three months ended June 30, 2022 and 2021, respectively, and 22.7% and 11.2% in the six months ended June 30, 2022 and 2021, respectively. The change in the effective tax rate in the three and six-month period ended June 30, 2022 compared to the corresponding prior year period was primarily attributable to the varying impact of equity in (losses) earnings of unconsolidated affiliates on income tax (benefit) expense.

We have a Deferred tax asset of $85.8 million as of June 30, 2022 and liability of $143.8 million as of December 31, 2021. The $229.6 million change in deferred taxes in the six months ended June 30, 2022 is primarily attributable to the sales of Ceridian shares during the six months ended June 30, 2022, the mark to market losses recorded on Ceridian and other securities, and the impairment recorded to the value of our ownership in Paysafe.

Recent Accounting Pronouncements

We have completed our evaluation of the recently issued accounting pronouncements and we did not identify any that are expected to, if currently adopted, have a material impact on our Condensed Consolidated Financial Statements.

Change in Accounting Principle

We historically accounted for our investment and proportionate share of losses in Alight utilizing a three-month reporting lag due to timeliness considerations. In the second quarter of 2022, the Company was able to obtain financial information for Alight on a more timely basis and began recording our investment in Alight on a current basis as opposed to the previous three-month lag. The elimination of the three-month reporting lag for our equity investment in Alight did not result in any material adjustments to the current or prior periods.

Note B — Revenue Recognition

Disaggregation of Revenue

Our revenue consists of:


		Three Months Ended June 30,				Six months ended June 30,
		2022		2021		2022		2021
Revenue Stream	Segment	Total Revenue
Restaurant revenue:		(in millions)
Restaurant sales	Restaurant Group	$	166.5	$	180.5	$	328.2	$	338.6
Bakery sales	Restaurant Group	—		8.4		0.3		16.6
Franchise and other