[10-Q] Cannae Holdings, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Cannae Holdings reported a material loss driven by investment-related charges and operating weakness. The company recorded a net loss of $240.5 million for the quarter and $355.5 million for the six months, equal to basic net loss per share of $(3.93) for the quarter and $(5.72) for six months. Total operating revenues were $110.2 million in the quarter with an operating loss of $60.9 million, while equity in losses of unconsolidated affiliates was $(95.7) million for the quarter.
Significant items include a $59.1 million other-than-temporary impairment of Alight and a $68.1 million impairment related to Dun & Bradstreet after reclassifying D&B as a discontinued operation and held for sale ($528.0 million). The company sold 10.0 million D&B shares for $89.5 million and retained ~59.0 million shares (~13.2%).
The balance sheet shows total assets declined to $1,785.8 million from $2,228.9 million, cash fell to $66.7 million from $131.5 million, and investments in unconsolidated affiliates declined to $629.9 million. Management changes and related payments were recorded, including a $17.2 million lump-sum payment to William Foley and accelerated equity vesting.
Cannae Holdings ha registrato una perdita rilevante, dovuta principalmente a oneri legati agli investimenti e a una debolezza operativa. La società ha riportato una perdita netta di $240.5 milioni nel trimestre e di $355.5 milioni nei sei mesi, pari a una perdita base per azione di $(3.93) nel trimestre e $(5.72) nei sei mesi. I ricavi operativi totali sono stati $110.2 milioni nel trimestre con una perdita operativa di $60.9 milioni, mentre la quota di perdita delle affiliate non consolidate è stata $(95.7) milioni per il trimestre.
Tra gli elementi significativi figurano una svalutazione non temporanea di $59.1 milioni su Alight e una svalutazione di $68.1 milioni relativa a Dun & Bradstreet dopo la riclassificazione di D&B come attività discontinue e in vendita ($528.0 milioni). La società ha venduto 10.0 milioni di azioni D&B per $89.5 milioni e ha mantenuto circa 59.0 milioni di azioni (circa il 13.2%).
Lo stato patrimoniale mostra che le attività totali sono scese a $1,785.8 milioni da $2,228.9 milioni, la liquidità è diminuita a $66.7 milioni da $131.5 milioni e gli investimenti in affiliate non consolidate sono calati a $629.9 milioni. Sono state registrate modifiche manageriali e pagamenti correlati, tra cui un pagamento forfettario di $17.2 milioni a William Foley e l'accelerazione della maturazione delle partecipazioni azionarie.
Cannae Holdings informó una pérdida material impulsada por cargos relacionados con inversiones y por debilidad operativa. La compañía registró una pérdida neta de $240.5 millones en el trimestre y $355.5 millones en los seis meses, equivalente a una pérdida neta básica por acción de $(3.93) en el trimestre y $(5.72) en seis meses. Los ingresos operativos totales fueron $110.2 millones en el trimestre con una pérdida operativa de $60.9 millones, mientras que la participación en pérdidas de afiliadas no consolidadas fue $(95.7) millones en el trimestre.
Entre los elementos significativos se incluye un deterioro no temporal de $59.1 millones en Alight y una pérdida por deterioro de $68.1 millones relacionada con Dun & Bradstreet tras reclasificar a D&B como operación interrumpida y en venta ($528.0 millones). La compañía vendió 10.0 millones de acciones de D&B por $89.5 millones y conservó aproximadamente 59.0 millones de acciones (aprox. 13.2%).
El balance muestra que los activos totales disminuyeron a $1,785.8 millones desde $2,228.9 millones, el efectivo cayó a $66.7 millones desde $131.5 millones, y las inversiones en afiliadas no consolidadas se redujeron a $629.9 millones. Se registraron cambios en la dirección y pagos relacionados, incluyendo un pago único de $17.2 millones a William Foley y la aceleración del vencimiento de acciones.
Cannae Holdings는 투자 관련 비용과 영업 부진으로 인한 중대한 손실을 보고했습니다. 회사는 분기 순손실 $240.5 million, 6개월 누계 순손실 $355.5 million을 기록했으며, 이는 분기 주당 기본 순손실 $(3.93), 6개월 주당 기본 순손실 $(5.72)에 해당합니다. 분기 총 영업수익은 $110.2 million였고 영업손실은 $60.9 million이었으며, 비연결 계열사의 지분손실은 분기 $(95.7) million이었습니다.
주요 항목으로는 Alight에 대한 $59.1 million의 일시적이지 않은 손상차손과, D&B를 중단영업으로 재분류하고 매각예정으로 분류한 후 발생한 Dun & Bradstreet 관련 $68.1 million의 손상차손(총계 $528.0 million)이 포함됩니다. 회사는 D&B 주식 10.0 million주를 $89.5 million에 매각했으며 약 59.0 million주(약 13.2%)를 보유하고 있습니다.
대차대조표상 총자산은 $2,228.9 million에서 $1,785.8 million로 감소했고, 현금은 $131.5 million에서 $66.7 million로 줄었으며, 비연결 계열사에 대한 투자는 $629.9 million로 감소했습니다. 경영진 변화와 관련 지급이 기록되었으며, 여기에는 William Foley에 대한 일시금 $17.2 million과 주식권의 조기 부여(가속 베스팅)가 포함됩니다.
Cannae Holdings a enregistré une perte importante due à des charges liées aux investissements et à une faiblesse opérationnelle. La société a enregistré une perte nette de $240.5 millions au trimestre et de $355.5 millions sur six mois, soit une perte nette de base par action de $(3.93) pour le trimestre et de $(5.72) pour six mois. Les revenus d'exploitation totaux se sont élevés à $110.2 millions au trimestre avec une perte d'exploitation de $60.9 millions, tandis que la quote‑part dans les pertes des participations mises en équivalence s'est élevée à $(95.7) millions pour le trimestre.
Les éléments significatifs comprennent une dépréciation non temporaire de $59.1 millions sur Alight et une dépréciation de $68.1 millions liée à Dun & Bradstreet après la reclassement de D&B en activité abandonnée et mise en vente ($528.0 millions). La société a vendu 10.0 millions d'actions D&B pour $89.5 millions et a conservé environ 59.0 millions d'actions (environ 13.2%).
Le bilan montre que l'actif total est passé à $1,785.8 millions contre $2,228.9 millions, que la trésorerie est passée à $66.7 millions contre $131.5 millions et que les investissements dans les participations mises en équivalence ont diminué à $629.9 millions. Des changements de direction et des paiements afférents ont été enregistrés, notamment un paiement forfaitaire de $17.2 millions à William Foley et l'accélération de l'acquisition des droits sur actions.
Cannae Holdings verzeichnete einen erheblichen Verlust, bedingt durch investitionsbezogene Abschreibungen und operative Schwäche. Das Unternehmen meldete einen Nettverlust von $240.5 Millionen im Quartal und $355.5 Millionen für die sechs Monate, entsprechend einem grundlegenden Nettoverlust je Aktie von $(3.93) für das Quartal und $(5.72) für sechs Monate. Die gesamten Betriebserlöse beliefen sich im Quartal auf $110.2 Millionen bei einem Betriebsverlust von $60.9 Millionen, während der Anteilsverlust an nicht konsolidierten Beteiligungen $(95.7) Millionen für das Quartal betrug.
Bedeutende Posten umfassen eine dauerhafte Wertminderung von $59.1 Millionen bei Alight und eine Abschreibung von $68.1 Millionen im Zusammenhang mit Dun & Bradstreet, nachdem D&B als aufgegebene und zum Verkauf gehaltene Einheit klassifiziert wurde ($528.0 Millionen). Das Unternehmen verkaufte 10.0 Millionen D&B-Aktien für $89.5 Millionen und behielt rund 59.0 Millionen Aktien (etwa 13.2%).
Die Bilanz zeigt, dass die Gesamtvermögenswerte auf $1,785.8 Millionen von $2,228.9 Millionen zurückgingen, die liquiden Mittel von $131.5 Millionen auf $66.7 Millionen sanken und die Investitionen in nicht konsolidierte Beteiligungen auf $629.9 Millionen zurückgingen. Managementwechsel und damit verbundene Zahlungen wurden verbucht, darunter eine Einmalzahlung von $17.2 Millionen an William Foley und die beschleunigte Vesting von Aktien.
Positive
- Company generated $89.5 million of proceeds from selling 10.0 million Dun & Bradstreet shares during the quarter.
- Net cash used in operating activities improved to $12.5 million used for the six months ended June 30, 2025 versus $46.2 million used in the prior year period.
- Dun & Bradstreet investment reclassified as discontinued and held for sale at $528.0 million, enabling potential near-term liquidity from a closing sale.
Negative
- Large reported losses: $240.5 million net loss in the quarter and $355.5 million for the six months.
- Significant equity and impairment charges: $95.7 million equity losses (quarter), $59.1 million Alight impairment and $68.1 million D&B impairment.
- Liquidity and balance-sheet declines: cash fell to $66.7 million from $131.5 million and total assets declined to $1,785.8 million from $2,228.9 million year-over-year.
- Recorded valuation allowances: $84.8 million recorded in the six months and a federal valuation allowance of $130.8 million, reducing deferred tax asset recoverability.
- Near-term debt and contingent obligations: $101.0 million outstanding under the 2020 Margin Facility (now classified current) and a $13.2 million fair-value liability for the director Put Right.
Insights
TL;DR: Investment impairments and large equity losses drove a substantial quarterly shortfall; liquidity improved by asset sales but remains constrained.
The quarter's results are dominated by non-operational items: equity in losses of unconsolidated affiliates of $95.7m and recognized impairments of $59.1m (Alight) and $68.1m (D&B). Restaurant operations produced $101.9m of revenue but an operating loss of $60.9m, reflecting higher personnel and other operating expenses. Cash from investing activities benefited from asset sales, including $89.5m proceeds from the sale of 10.0m D&B shares, which reduced operating cash outflow to $12.5m used year-to-date. Key balance-sheet moves—classification of D&B as held for sale ($528.0m) and a current $101.0m margin facility balance—warrant close monitoring of near-term liquidity and leverage metrics.
TL;DR: Board and management changes created near-term cash obligations and accelerated equity vesting, increasing cash demands and related-party fees.
On May 12, 2025 the company terminated the Management Services Agreement and recorded scheduled termination and remaining management fee payments payable through 2026, plus a $17.2m lump-sum payment to William Foley and acceleration of his unvested equity awards. Related-party management and termination fees were material in the period (management fees of $19.0m and termination fees of $9.9m for six months). Additionally, the director Put Right creates a repurchase obligation (2,413,357 shares subject) and a fair-value liability included in current accrued liabilities. These governance actions have immediate cash and equity-structure consequences.
Cannae Holdings ha registrato una perdita rilevante, dovuta principalmente a oneri legati agli investimenti e a una debolezza operativa. La società ha riportato una perdita netta di $240.5 milioni nel trimestre e di $355.5 milioni nei sei mesi, pari a una perdita base per azione di $(3.93) nel trimestre e $(5.72) nei sei mesi. I ricavi operativi totali sono stati $110.2 milioni nel trimestre con una perdita operativa di $60.9 milioni, mentre la quota di perdita delle affiliate non consolidate è stata $(95.7) milioni per il trimestre.
Tra gli elementi significativi figurano una svalutazione non temporanea di $59.1 milioni su Alight e una svalutazione di $68.1 milioni relativa a Dun & Bradstreet dopo la riclassificazione di D&B come attività discontinue e in vendita ($528.0 milioni). La società ha venduto 10.0 milioni di azioni D&B per $89.5 milioni e ha mantenuto circa 59.0 milioni di azioni (circa il 13.2%).
Lo stato patrimoniale mostra che le attività totali sono scese a $1,785.8 milioni da $2,228.9 milioni, la liquidità è diminuita a $66.7 milioni da $131.5 milioni e gli investimenti in affiliate non consolidate sono calati a $629.9 milioni. Sono state registrate modifiche manageriali e pagamenti correlati, tra cui un pagamento forfettario di $17.2 milioni a William Foley e l'accelerazione della maturazione delle partecipazioni azionarie.
Cannae Holdings informó una pérdida material impulsada por cargos relacionados con inversiones y por debilidad operativa. La compañía registró una pérdida neta de $240.5 millones en el trimestre y $355.5 millones en los seis meses, equivalente a una pérdida neta básica por acción de $(3.93) en el trimestre y $(5.72) en seis meses. Los ingresos operativos totales fueron $110.2 millones en el trimestre con una pérdida operativa de $60.9 millones, mientras que la participación en pérdidas de afiliadas no consolidadas fue $(95.7) millones en el trimestre.
Entre los elementos significativos se incluye un deterioro no temporal de $59.1 millones en Alight y una pérdida por deterioro de $68.1 millones relacionada con Dun & Bradstreet tras reclasificar a D&B como operación interrumpida y en venta ($528.0 millones). La compañía vendió 10.0 millones de acciones de D&B por $89.5 millones y conservó aproximadamente 59.0 millones de acciones (aprox. 13.2%).
El balance muestra que los activos totales disminuyeron a $1,785.8 millones desde $2,228.9 millones, el efectivo cayó a $66.7 millones desde $131.5 millones, y las inversiones en afiliadas no consolidadas se redujeron a $629.9 millones. Se registraron cambios en la dirección y pagos relacionados, incluyendo un pago único de $17.2 millones a William Foley y la aceleración del vencimiento de acciones.
Cannae Holdings는 투자 관련 비용과 영업 부진으로 인한 중대한 손실을 보고했습니다. 회사는 분기 순손실 $240.5 million, 6개월 누계 순손실 $355.5 million을 기록했으며, 이는 분기 주당 기본 순손실 $(3.93), 6개월 주당 기본 순손실 $(5.72)에 해당합니다. 분기 총 영업수익은 $110.2 million였고 영업손실은 $60.9 million이었으며, 비연결 계열사의 지분손실은 분기 $(95.7) million이었습니다.
주요 항목으로는 Alight에 대한 $59.1 million의 일시적이지 않은 손상차손과, D&B를 중단영업으로 재분류하고 매각예정으로 분류한 후 발생한 Dun & Bradstreet 관련 $68.1 million의 손상차손(총계 $528.0 million)이 포함됩니다. 회사는 D&B 주식 10.0 million주를 $89.5 million에 매각했으며 약 59.0 million주(약 13.2%)를 보유하고 있습니다.
대차대조표상 총자산은 $2,228.9 million에서 $1,785.8 million로 감소했고, 현금은 $131.5 million에서 $66.7 million로 줄었으며, 비연결 계열사에 대한 투자는 $629.9 million로 감소했습니다. 경영진 변화와 관련 지급이 기록되었으며, 여기에는 William Foley에 대한 일시금 $17.2 million과 주식권의 조기 부여(가속 베스팅)가 포함됩니다.
Cannae Holdings a enregistré une perte importante due à des charges liées aux investissements et à une faiblesse opérationnelle. La société a enregistré une perte nette de $240.5 millions au trimestre et de $355.5 millions sur six mois, soit une perte nette de base par action de $(3.93) pour le trimestre et de $(5.72) pour six mois. Les revenus d'exploitation totaux se sont élevés à $110.2 millions au trimestre avec une perte d'exploitation de $60.9 millions, tandis que la quote‑part dans les pertes des participations mises en équivalence s'est élevée à $(95.7) millions pour le trimestre.
Les éléments significatifs comprennent une dépréciation non temporaire de $59.1 millions sur Alight et une dépréciation de $68.1 millions liée à Dun & Bradstreet après la reclassement de D&B en activité abandonnée et mise en vente ($528.0 millions). La société a vendu 10.0 millions d'actions D&B pour $89.5 millions et a conservé environ 59.0 millions d'actions (environ 13.2%).
Le bilan montre que l'actif total est passé à $1,785.8 millions contre $2,228.9 millions, que la trésorerie est passée à $66.7 millions contre $131.5 millions et que les investissements dans les participations mises en équivalence ont diminué à $629.9 millions. Des changements de direction et des paiements afférents ont été enregistrés, notamment un paiement forfaitaire de $17.2 millions à William Foley et l'accélération de l'acquisition des droits sur actions.
Cannae Holdings verzeichnete einen erheblichen Verlust, bedingt durch investitionsbezogene Abschreibungen und operative Schwäche. Das Unternehmen meldete einen Nettverlust von $240.5 Millionen im Quartal und $355.5 Millionen für die sechs Monate, entsprechend einem grundlegenden Nettoverlust je Aktie von $(3.93) für das Quartal und $(5.72) für sechs Monate. Die gesamten Betriebserlöse beliefen sich im Quartal auf $110.2 Millionen bei einem Betriebsverlust von $60.9 Millionen, während der Anteilsverlust an nicht konsolidierten Beteiligungen $(95.7) Millionen für das Quartal betrug.
Bedeutende Posten umfassen eine dauerhafte Wertminderung von $59.1 Millionen bei Alight und eine Abschreibung von $68.1 Millionen im Zusammenhang mit Dun & Bradstreet, nachdem D&B als aufgegebene und zum Verkauf gehaltene Einheit klassifiziert wurde ($528.0 Millionen). Das Unternehmen verkaufte 10.0 Millionen D&B-Aktien für $89.5 Millionen und behielt rund 59.0 Millionen Aktien (etwa 13.2%).
Die Bilanz zeigt, dass die Gesamtvermögenswerte auf $1,785.8 Millionen von $2,228.9 Millionen zurückgingen, die liquiden Mittel von $131.5 Millionen auf $66.7 Millionen sanken und die Investitionen in nicht konsolidierte Beteiligungen auf $629.9 Millionen zurückgingen. Managementwechsel und damit verbundene Zahlungen wurden verbucht, darunter eine Einmalzahlung von $17.2 Millionen an William Foley und die beschleunigte Vesting von Aktien.
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, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
Commission File Number 1-38300
______________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||||||||
| (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 | ||||||||||||
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):
| ☑ | 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 August 8, 2025 there were 56,014,815 shares of the Registrant's common stock outstanding.
FORM 10-Q
QUARTERLY REPORT
QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
| Page | |||||
Part I: FINANCIAL INFORMATION | |||||
Item 1. Unaudited Condensed Consolidated Financial Statements | |||||
A. Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 1 | ||||
B. Condensed Consolidated Statements of Operations for the three and six-month periods ended June 30, 2025 and 2024 | 2 | ||||
C. Condensed Consolidated Statements of Comprehensive (Loss) Earnings for the three and six-month periods ended June 30, 2025 and 2024 | 3 | ||||
D. Condensed Consolidated Statements of Equity for the three and six-month periods ended June 30, 2025 and 2024 | 4 | ||||
E. Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2025 and 2024 | 6 | ||||
F. Notes to Condensed Consolidated Financial Statements | 7 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||||
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 1A. Risk Factors | 32 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 32 | ||||
Item 3. Defaults Upon Senior Securities | 33 | ||||
Item 4. Mine Safety Disclosures | 33 | ||||
Item 5. Other Information | 33 | ||||
Item 6. Exhibits | 34 | ||||
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Table of Contents
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Other current assets | |||||||||||
| Income taxes receivable | |||||||||||
| Assets of discontinued operations held for sale - see Note J | |||||||||||
| Total current assets | |||||||||||
| Investments in unconsolidated affiliates | |||||||||||
| Equity securities, at fair value | |||||||||||
| Lease assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax asset | |||||||||||
| Other intangible assets, net | |||||||||||
| Other long-term investments and non-current assets | |||||||||||
| Noncurrent assets of discontinued operations held for sale - see Note J | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and other accrued liabilities, current | $ | $ | |||||||||
| Lease liabilities, current | |||||||||||
| Deferred revenue | |||||||||||
| Notes payable, current | |||||||||||
| Total current liabilities | |||||||||||
| Lease liabilities, long-term | |||||||||||
| Notes payable, long-term | |||||||||||
| Accounts payable and other accrued liabilities, long-term | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies - see Note H | |||||||||||
| Equity: | |||||||||||
Cannae common stock, | |||||||||||
Preferred stock, | |||||||||||
| Retained earnings | |||||||||||
| Additional paid-in capital | |||||||||||
Less: Treasury stock, | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Cannae shareholders' equity | |||||||||||
| Noncontrolling interests | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
1
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Restaurant revenue | $ | $ | $ | $ | |||||||||||||||||||
| Other operating revenue | |||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of restaurant revenue | |||||||||||||||||||||||
| Personnel costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest, investment and other income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Recognized losses, net | ( | ( | ( | ( | |||||||||||||||||||
| Total other income (expense) | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income taxes and equity in (losses) earnings of unconsolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (benefit) expense | ( | ( | |||||||||||||||||||||
| Loss before equity in (losses) earnings of unconsolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Equity in (losses) earnings of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net loss from discontinued operations, net of tax - see Note J | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net loss attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Net loss attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Amounts attributable to Cannae Holdings, Inc. common shareholders | |||||||||||||||||||||||
| Net loss from continuing operations attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss from discontinued operations attributable to Cannae Holdings, Inc. common shareholders | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Net loss per share from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net loss per share from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share from discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted Average Shares Outstanding | |||||||||||||||||||||||
| Weighted average shares outstanding Cannae Holdings common stock, basic basis | |||||||||||||||||||||||
| Weighted average shares outstanding Cannae Holdings common stock, diluted basis | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
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CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) EARNINGS
(In millions)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive earnings (loss), net of tax: | |||||||||||||||||||||||
Unrealized earnings (loss) of investments in unconsolidated affiliates (1) | ( | ( | |||||||||||||||||||||
Reclassification adjustments for unrealized gains and losses of unconsolidated affiliates, net of tax, included in net earnings (2) | |||||||||||||||||||||||
| Other comprehensive earnings (loss) | ( | ||||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Comprehensive loss attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Comprehensive loss attributable to Cannae Holdings, Inc. common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
_________________________________
(1)Net of income tax expense (benefit) of $0.7 million and $(0.3 ) million for the three months ended June 30, 2025 and 2024, respectively, and $0.1 million and $(0.5 ) million for the six months ended June 30, 2025 and 2024, respectively.
(2)Net of income tax expense of $0.8 million for the three months ended June 30, 2025 and $0.9 million and $1.1 million for the six months ended June 30, 2025 and 2024, respectively.
See Notes to Condensed Consolidated Financial Statements
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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, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss — unrealized gains and losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of shares held in trust | — | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other activity in non-controlling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
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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, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss — unrealized losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock and shares held in trust | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Payment for shares withheld for taxes and in treasury | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares issued for investment in JANA | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings — unrealized losses of investments in unconsolidated affiliates, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock and shares held in trust | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of shares held in trust | — | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Payment for shares withheld for taxes and in treasury | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, consolidated subsidiaries | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, unconsolidated affiliates | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other activity in non-controlling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
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CANNAE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Equity in losses (earnings) of unconsolidated affiliates | ( | ||||||||||
| Distributions from investments in unconsolidated affiliates | |||||||||||
| Recognized losses and asset impairments, net | |||||||||||
| Lease asset amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Net loss from discontinued operations - see Note J | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Other assets | |||||||||||
| Lease liabilities | ( | ( | |||||||||
| Accounts payable, accrued liabilities, deferred revenue and other liabilities | ( | ||||||||||
| Income taxes | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sales of Dayforce shares | |||||||||||
| Additions to property and equipment and other intangible assets | ( | ( | |||||||||
| Proceeds from sales of property and equipment | |||||||||||
| Proceeds from sale of investments in unconsolidated affiliates | |||||||||||
| Additional investments in unconsolidated affiliates | ( | ( | |||||||||
| Purchases of other long-term investments | ( | ( | |||||||||
| Distributions from investments in unconsolidated affiliates | |||||||||||
| Purchases of short-term investment securities | ( | ||||||||||
| Proceeds from sale and maturity of short-term investment securities | |||||||||||
| Net cash provided by investing activities | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings | |||||||||||
| Debt service payments | ( | ( | |||||||||
| Other activity in non-controlling interests | |||||||||||
| Payment for vested shares withheld for taxes and in treasury | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Treasury stock repurchases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
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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, 2025 include our ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"); Alight, Inc. ("Alight"); Paysafe Limited ("Paysafe"); Black Knight Football Club US, LP ("Black Knight Football" or "BKFC", formerly known as Black Knight Football and Entertainment, LP); Computer Services, Inc. ("CSI"); Watkins Holdings, LLC ("Watkins Holdings"); JANA Partners Capital, LLC and JANA Partners Management, LP (together, "JANA" or "JANA Partners"); High Sierra Distillery, LP ("Minden Mill"); AmeriLife Group, LLC ("AmeriLife"); O'Charley's Holdings, LLC ("O'Charley's"); 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled subsidiary companies and minority equity ownership interests.
See Note E - Segment Information for further discussion of the businesses comprising our reportable segments.
We conduct our business through our wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Delaware limited liability company. Our board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of our external manager, Trasimene Capital Management, LLC ("Trasimene" or our "Manager").
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, 2024.
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 (See Note B - Investments and Note C - Fair Value Measurements), and the valuation allowance recorded on our federal net operating loss ("NOL") carryforwards, state net operating loss carryforwards, and certain deferred taxes related to our investments (See Income Taxes in this Note A). Actual results could differ from estimates.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Recent Developments
Dun & Bradstreet
On March 24, 2025, Dun & Bradstreet entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. (the "D&B Sale"). Under the terms of the agreement, D&B shareholders will receive $9.15 in cash for each share of common stock they own upon closing of the D&B Sale. The transaction is expected to close in the third quarter of 2025, subject to regulatory clearances and other customary closing conditions.
In conjunction with the D&B Sale, Cannae entered into a Voting and Support Agreement with Dun & Bradstreet pursuant to which Cannae agreed to vote the 69,048,691 shares of D&B common stock, par value $0.0001 per share, for which the Company was then the beneficial owner (the "Owned Shares") in favor of the D&B Sale. Pursuant to the Voting and Support Agreement, the Company has also agreed not to take certain actions, including (i) tendering any Owned Shares into any tender or exchange offer, (ii) transferring any Owned Shares (subject to certain exceptions), (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty by the Company contained in the Voting and Support Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling the Company from performing its obligations under the Voting and Support Agreement in any material respect. Under the Voting and Support Agreement, the Company is permitted to sell up to 10.0 million of the Owned Shares prior to completion of the D&B Sale or termination of the merger agreement entered into by D&B related to the D&B Sale in accordance with its terms.
As a result of the D&B Sale, we present our investment in Dun & Bradstreet as a discontinued operation and assets held for sale in our Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2025 and all prior periods have been recast to reflect our investment in D&B as a discontinued operation and held for sale. See Note J - Discontinued Operations for further discussion of our accounting for our ownership interest in D&B.
During the second quarter, we sold 10.0 million shares of common stock of D&B and Cannae received proceeds of $89.5 million. As of June 30, 2025, we owned 59.0 million shares of D&B, which represented approximately 13.2 % of its outstanding common stock.
Black Knight Football
During the six months ended June 30, 2025, we invested $25.0 million in BKFC and as of June 30, 2025, we held a 42.5 % ownership interest. We have committed to invest an additional $25.0 million in BKFC and expect to fund the investment in the third quarter 2025. See Note B - Investments for further discussion of our accounting for our ownership interest in BKFC and other equity method investments.
Other Developments
In January 2025, WineDirect, Inc. completed the spin-off of its fulfillment division as WineDirect Fulfillment, LLC ("Fulfillment") and sold its E-commerce division (the "WD Transaction"). As a result of the WD Transaction, we received $20.4 million in proceeds including $13.6 million of cash and a 21.6 % ownership interest in Fulfillment valued at $6.8 million. We recorded a new investment in Fulfillment of $6.8 million in Investments in unconsolidated affiliates in our Condensed Consolidated Balance Sheet and a $15.0 million gain which is included in Recognized gains, net on our Condensed Consolidated Statement of Operations for the six months ended June 30, 2025.
On August 3, 2022, our Board authorized a 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. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through August 3, 2025. The 2022 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 three and six months ended June 30, 2025, we repurchased a total of 2,295,463 42.1 18.33
On October 29, 2023, our Board authorized a stock repurchase program (the "2023 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2023 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program. During the three and six months ended June 30, 2025, we repurchased a total of 3,492,076 69.4 19.87 1,780,319 shares of Cannae common stock for approximately $37.7 million in the aggregate, or an average of $21.18 per share, pursuant to the 2023 Repurchase Program.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2025 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program or the 2023 Repurchase Program.
On May 12, 2025, Cannae entered into an agreement to acquire an additional 30 % ownership interest in JANA Partners in exchange for an upfront payment of $67.5 million and potential further payments aggregating to $26.0 million if JANA Partners achieves certain Assets Under Management thresholds (the "JANA Investment"). The transaction is expected to close in the third quarter of 2025 and will result in the Company having a 50 % total ownership interest in JANA Partners.
On May 12, 2025, Cannae, Cannae LLC and the Manager (Cannae, Cannae LLC and the Manager collectively, the "Parties"), entered into that certain Management Services Agreement Termination Agreement (the "MSA Termination Agreement"). As previously disclosed, on February 26, 2024, the Parties entered into that certain Third Amended and Restated Management Services Agreement among the Parties (the "MSA"), which provided for a termination of the MSA by the Company effective June 30, 2027, unless terminated earlier by the Company. The MSA also, among other items, (i) reduced the management fee to a fixed amount of $7.6 million annually effective beginning July 2, 2024 and (ii) provided for payment of the $20.0 million termination fee due under the MSA to be paid by the Company to the Manager in installments of $6.7 million annually over the three-year period ending July 1, 2026. Mr. Foley holds a majority interest in the Manager and therefore has an indirect interest in the MSA. The MSA Termination Agreement terminated the MSA in its entirety as of May 12, 2025 without any further obligations or liabilities other than certain obligations relating to the continued indemnification and limitation on liability and the remaining obligations of the Company and/or Cannae LLC, as applicable, to pay the Manager: (i) an amount of $0.6 million in each month from May to December 2025, representing each of the unpaid monthly Management Fees (as defined in the MSA) that would have been due to the Manager through December 31, 2025; (ii) on January 1, 2026, $11.4 million, representing the aggregate remaining unpaid monthly Management Fees that would have been due to the Manager from January 1, 2026 through June 30, 2027; (iii) on July 1, 2025, $6.7 million, representing the second installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on such date; and (iv) on July 1, 2026, $6.6 million, representing the final installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on July 1, 2026.
On May 12, 2025, William P. Foley transitioned from his roles as Chief Executive Officer, Chief Investment Officer and Chairman of the Board of the Company and now serves as the Board's non-executive Vice Chairman pursuant to a director services agreement (the "DSA"). Doug Ammerman was appointed as Chairman of the Board and Ryan R. Caswell, the Company’s former President, now serves as the Company’s Chief Executive Officer, also effective as of May 12, 2025. In connection with the change in Mr. Foley's employment and as described in Mr. Foley’s original employment agreement, Mr. Foley received a lump-sum payment of $17.2 million, and all of Mr. Foley’s outstanding but unvested equity awards were accelerated in the second quarter of 2025.
The following dividends were declared by our Board in 2025:
| Declaration Date | Record Date | Payment Date | Dividends Per Share | |||||||||||||||||
| May 8, 2025 | June 16, 2025 | June 30, 2025 | $ | |||||||||||||||||
| August 7, 2025 | September 16, 2025 | September 30, 2025 | $ | |||||||||||||||||
Related Party Transactions
During the three and six months ended June 30, 2025, we incurred management fee expenses with our Manager of $17.1 million and $19.0 million, respectively, and during the three and six months ended June 30, 2025, we incurred $8.3 million and $9.9 million of termination fees with our Manager. During the three and six months ended June 30, 2024, we incurred management fee expenses with our Manager of $9.1 million and $18.2 million, respectively, and during the three and six months ended June 30, 2024, we incurred $4.3 million and $6.6 million, respectively, of termination fees with our Manager. These expenses are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations.
See information under the header Put Right below for discussion of the accounting for the potential repurchase of our common stock pursuant to a provision of the DSA.
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.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted 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 and restricted stock units 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.
Put Right
On May 12, 2025, we entered into the DSA and pursuant to a provision therein, we agreed to repurchase half of the common stock beneficially owned by the director at the greater of $19.50 per share of common stock or 20 % in excess of the trading price of our common stock at the time such shares are sold back to the Company (the "Put Right"). The Put Right can be exercised at the option of the director beginning January 1, 2026. As of June 30, 2025 there are 2,413,357 shares of the Company's common stock that are subject to the Put Right which represent 50 % of the shares held by the director. Based on the price of the Company's common stock as of June 30, 2025, the gross amount that would be paid to settle the Put Right and repurchase the underlying common stock was $60.4 million.
The Company accounts for the Put Right as a liability at fair value in accordance with the guidance in ASC 480 and ASC 815. The liability for the Put Right is included in Accounts payable and other accrued liabilities, current on our condensed consolidated balance sheet as of June 30, 2025. The initial measurement and subsequent changes in fair value of the Put Right are recorded in Recognized losses, net in our condensed consolidated statements of operations for the three and six-month periods ended June 30, 2025. See Note C - Fair Value Measurements for further discussion of the fair value of the Put Right.
Income Taxes
Our effective tax rate was 1.3 % and 21.1 % in the three months ended June 30, 2025 and 2024, respectively, and (12.1 )% and (10.0 )% in the six months ended June 30, 2025 and 2024. The change in the effective tax rate in the six-month period ended June 30, 2025 compared to the corresponding prior year period was primarily attributable to recording a valuation allowance in the current period of $84.8 million partially offset by the impairment recorded to our investment in D&B and Alight and a valuation allowance of $58.8 million in the prior period on our federal net operating loss carryforwards and certain deferred taxes related to our consolidated partnerships and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).
We have a Deferred tax asset of $55.0 million and $73.9 million as of June 30, 2025 and December 31, 2024, respectively. The $18.9 million change in deferred taxes in the six months ended June 30, 2025 is primarily attributable to recording of a valuation allowance of $84.8 million primarily related to our federal net operating loss carryforwards, state net operating loss carryforwards and certain deferred taxes related to our investments, partially offset by the tax impact of the impairment of D&B and Alight.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions for the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented though 2027. We are currently assessing how OBBBA will impact our financial statements in future periods and do not expect it to have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2024. We will adopt this authoritative guidance prospectively during the current year and do not expect it to have a material impact on our consolidated financial statements.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Note B — Investments
Investments in Unconsolidated Affiliates
Investments in unconsolidated affiliates recorded using the equity method of accounting as of June 30, 2025 and December 31, 2024 consisted of the following:
Ownership at June 30, 2025 | June 30, 2025 | December 31, 2024 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Alight | % | ||||||||||||||||
| BKFC | % | ||||||||||||||||
| CSI | % | ||||||||||||||||
| Watkins | % | ||||||||||||||||
| JANA | % | ||||||||||||||||
| Other | various | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
The aggregate fair value of our direct ownership in the common stock of unconsolidated affiliates that have quoted market prices as of June 30, 2025 consisted of the following:
| June 30, 2025 | |||||
| (In millions) | |||||
| Alight | |||||
| System1 | |||||
Equity in (losses) earnings of unconsolidated affiliates for the three and six months ended June 30, 2025 and 2024 consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Alight | ( | ( | ( | ||||||||||||||||||||
| BKFC | ( | ( | ( | ( | |||||||||||||||||||
| CSI | |||||||||||||||||||||||
| Watkins | ( | ( | |||||||||||||||||||||
| JANA | |||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Alight
As of June 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting was $288.2 million, prior to any impairment. Based on the closing stock price of Alight common shares as of June 30, 2025, the fair value of our investment in Alight was $229.1 million. The fair value measurement is considered a level 1 fair value measure.
Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition, the extended time period that the fair value of our investment in Alight has been below our book value, and impairment charges taken by Alight as of June 30, 2025, management determined the decrease in fair value of our investment in Alight was other-than-temporary as of June 30, 2025. Accordingly, we recorded an impairment in our investment of Alight of $59.1 million which is included in Recognized (losses) gains, net on our Consolidated Statement of Operations for the year ended June 30, 2025.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) earnings from discontinued operations | ( | ( | |||||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Net (loss) earnings attributable to Alight | ( | ( | ( | ||||||||||||||||||||
BKFC
Summarized statement of operation information for Black Knight Football for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below. We report our equity in the earnings or loss of BKFC on a three-month lag. Accordingly, our net loss for the three and six months ended June 30, 2025 and 2024 includes our equity in Black Knight Football’s losses for the three and six months ended March 31, 2025 and 2024, respectively.
Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Earnings (losses) of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||
| Net loss attributable to BKFC | ( | ( | ( | ( | |||||||||||||||||||
Equity Securities
Recognized gains (losses), net on the Condensed Consolidated Statements of Operations consisted of the following (losses) gains on equity securities for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Net (losses) gains recognized during the period on equity securities | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Less: net (losses) gains recognized during the period on equity securities sold, transferred or disposed during the period | ( | ||||||||||||||||||||||
| Unrealized (losses) gains recognized during the reporting period on equity securities held at the reporting date | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Equity Security Investments Without Readily Determinable Fair Values
We account for our investments in AmeriLife and certain other ownership interests at cost adjusted for any impairment or changes resulting from observable price changes in orderly market transactions. As of June 30, 2025 and December 31, 2024, we have $162.7 million and $159.9 million, respectively, recorded for such investments, which is included in Other long-term investments and noncurrent assets on our Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2025 and 2024, we have not recorded any material upward or downward adjustments to these investments due to price changes or impairments.
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
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access.
Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable.
Recurring Fair Value Measurements
The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, respectively:
| June 30, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Equity securities: | ||||||||||||||||||||||||||
| Paysafe | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total equity securities | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Put Right | $ | $ | $ | $ | ||||||||||||||||||||||
| Total accounts payable and other accrued liabilities, current | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Paysafe | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total equity securities | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
The Put Right is accounted for at fair value calculated using a Monte Carlo Simulation with Level 2 fair value hierarchy inputs. The valuation model utilizes the stock price and growth rate of the Company's common stock, the two-year duration of the DSA, the implied volatility of the Company's common stock using comparable public companies and a discount rate based on US treasury securities of similar duration to the Put Right.
Note D — Variable Interest Entities
The Company, in the normal course of business, engages in certain activities that involve variable interest entities ("VIEs"), which are legal entities in which a group of equity investors individually lack any of the characteristics of a controlling interest. The primary beneficiary of a VIE is generally the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The Company evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the entity based on the variable interests it holds both at
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
inception and when there is a change in circumstances that requires reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the periods ended June 30, 2025 and December 31, 2024, we are not the primary beneficiary of any VIEs.
Unconsolidated VIEs
The table below summarizes select information related to variable interests held by the Company as of June 30, 2025 and December 31, 2024, of which we are not the primary beneficiary:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Total Assets | Maximum Exposure | Total Assets | Maximum Exposure | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | ||||||||||||||||||||||
| Other long-term investments and non-current assets | ||||||||||||||||||||||||||
Investments in Unconsolidated Affiliates
As of June 30, 2025 and December 31, 2024, we held variable interests in certain unconsolidated affiliates, which are primarily comprised of our ownership interests in BKFC, CSI and Minden Mill. Cannae does not have the power to direct the activities that most significantly impact the economic performance of these unconsolidated affiliates; therefore, we are not the primary beneficiary.
The principal risk to which these investments and funds are exposed is the credit risk of the underlying investees. Cannae has guaranteed certain payment obligations of BKFC related to investment commitments associated with its acquisitions of interests in football clubs. These BKFC obligations total an estimated amount between $42.4 million and $77.1 million as of June 30, 2025. These obligations are potentially payable at various increments over the next three years and vary based on certain performance criteria. The underlying obligation of BKFC to fund these amounts is contingent on the exercise of certain investment options by BKFC or other parties. Cannae is required to fund such payments solely to the extent BKFC is unable to meet these obligations. We do not provide any other implicit or explicit liquidity guarantees or principal value guarantees to these VIEs.
Note E — Segment Information
In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280). The guidance improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments in this ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This guidance is also to be applied retrospectively to all prior periods presented in the financial statements. For public companies, the guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
We have adopted this ASU and as a result, we have disclosed those expenses for each reportable segment that are (1) regularly provided to the chief operating decision maker ("CODM"); (2) included in each reported measure of segment profit and loss; and (3) considered significant, including categories of expense and amounts. In addition, the segment table for the three months ended June 30, 2024 have been retrospectively revised to incorporate the additional information for reportable segments.
Cannae’s CODM is the Company’s CEO who oversees all of the Company’s investments and is responsible for the key operating decisions of the Company. The CODM primarily uses net earnings or loss and EBITDA as the performance measure for each operating segment which helps the CODM in deciding how to allocate resources. The CODM uses the performance measure to evaluate profitability and income generated from the businesses in deciding how to allocate the Company's resources and decisions regarding the investee relationship. As net earnings or loss is the measure most consistent with U.S. GAAP, we include such measure in our segment tables that follow.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
In the period ended March 31, 2025, we began accounting for our investment in D&B as a discontinued operation and no longer consider D&B a reportable segment. Segment information for the periods ended June 30, 2024 has been recast in the tables that follow to remove D&B as a reportable segment.
As of June 30, 2025, Cannae has identified three reportable segments: Restaurant Group, Alight, and BKFC. The tables below provide information about the Company's segments, as well as an aggregation of all other non-reportable operating segments within the Corporate and Other category. For Alight and BKFC, which are accounted for as unconsolidated affiliates, the amounts presented in the tables below represent our portion of equity in losses and our investment balance that reconcile to our consolidated statements of operations and balance sheets, respectively. Refer to Note B - Investments for certain summarized gross amounts of the results of operations of these unconsolidated affiliates.
As of and for the three months ended June 30, 2025:
| Restaurant Group | Alight | BKFC | Total Reportable Segments | Corporate and Other | Total Consolidated | ||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||
| Equity in losses of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||
As of and for the three months ended June 30, 2024:
| Restaurant Group | Alight | BKFC | Total Reportable Segments | Corporate and Other | Total Consolidated | ||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) from continuing operations | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
As of and for the six months ended June 30, 2025:
| Restaurant Group | Alight | BKFC | Total Reportable Segments | Corporate and Other | Total Consolidated | ||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||
| Equity in losses of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||
As of and for the six months ended June 30, 2024:
| Restaurant Group | Alight | BKFC | Total Reportable Segments | Corporate and Other | Total Consolidated | ||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Restaurant revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||||||||
| Equity in losses of unconsolidated affiliates | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||
_____________________________________
(1) "Other segment items" includes restaurant corporate personnel costs, advertising, professional fees and recognized gains and losses, net.
The activities in our segments include the following:
•Restaurant Group. This segment consists primarily of the operations of O'Charley's and 99 Restaurants in which we have 65.4 % and 88.5 % ownership interests, respectively. O'Charley's and 99 Restaurants and their affiliates are the owners and operators of the O'Charley's and Ninety Nine Restaurants restaurant concepts, respectively.
•Alight. This segment consists of our 7.6 % ownership interest in Alight. Alight is a technology-enabled services company delivering human capital management solutions to many of the world’s largest and most complex organizations. This includes the implementation and administration of employee benefits (e.g., health, wealth and leaves benefits) solutions. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals. Participants can access their solutions digitally, including through a mobile application on Alight Worklife®, their intuitive, cloud-based employee engagement platform. Through Alight Worklife, Alight believes it is defining the future of employee benefits by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals. Our chief operating decision maker reviews the financial results of Alight for purposes of assessing performance and allocating resources. Thus, we consider Alight an operating segment. We account for Alight using the equity method of accounting, and therefore, its results do not consolidate into ours.
•Black Knight Football. This segment consists of our 42.5 % ownership interest in BKFC. BKFC is a partnership led by Bill Foley that owns and operates AFC Bournemouth ("AFCB"), an English Premier League ("EPL" or the "Premier
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
League") football club, and holds a significant minority interest in FC Lorient ("FCL"), a French Ligue 1 football club, and The Hibernian Football Club Limited ("Hibernian"), a Scottish Premiership football club. In June 2025, BKFC acquired a controlling interest in Moreirense Futebol Clube ("Moreirense"), a Portuguese Primeira Liga football club. BKFC aims to grow into a leading multi-club operator of football assets across the world. Our chief operating decision maker reviews the financial results of Black Knight Football for purposes of assessing performance and allocating resources. Thus, we consider BKFC an operating segment. We account for our ownership of BKFC using the equity method of accounting; therefore, its results of operations do not consolidate into ours. We report our equity in earnings or loss of BKFC on a three-month lag. Accordingly, the segment tables above for the three and six months ended June 30, 2025 and 2024 include our equity in losses of BKFC and complete results of Black Knight Football for the three and six months ended December 31, 2024 and 2023.
•Corporate and Other. This nonreportable segment consists of our share in the operations of certain controlled portfolio companies and other equity interests, activity of the corporate holding company and certain intercompany eliminations and taxes.
Note F — Revenue Recognition
Disaggregation of Revenue
Our revenue consists of:
| Three Months Ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Revenue Stream | Segment | Total Revenue | ||||||||||||||||||||||||||||||
| Restaurant revenue: | (In millions) | |||||||||||||||||||||||||||||||
| Restaurant sales | Restaurant Group | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total restaurant revenue | ||||||||||||||||||||||||||||||||
| Other operating revenue: | ||||||||||||||||||||||||||||||||
| Real estate and resort | Corporate and other | |||||||||||||||||||||||||||||||
| Other | Corporate and other | |||||||||||||||||||||||||||||||
| Total other operating revenue | ||||||||||||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Restaurant revenue consists of restaurant sales and, to a lesser extent, franchise revenue and other revenue. Restaurant sales including food and beverage sales, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided.
Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.
All of our revenues are generated in the United States.
Contract Balances
The following table provides information about trade receivables and deferred revenue:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
| Trade receivables, net | $ | $ | |||||||||
| Deferred revenue (contract liabilities) | |||||||||||
Trade receivables, net are included in Other current assets on our Condensed Consolidated Balance Sheets.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
There was no impairment related to contract balances.
Note G — Notes Payable
Notes payable, net consists of the following:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| 2020 Margin Facility | $ | $ | ||||||||||||
| FNF Revolver | ||||||||||||||
| Other | ||||||||||||||
| Notes payable, total | $ | $ | ||||||||||||
| Less: Notes payable, current | ||||||||||||||
| Notes payable, long term | $ | $ | ||||||||||||
2020 Margin Facility
On November 30, 2020, Cannae Funding C, LLC ("Borrower 1"), an indirect wholly-owned special purpose subsidiary of the Company, and Cannae Funding D, LLC ("Borrower 2"), an indirect wholly-owned special purpose subsidiary of the Company, entered into a Margin Loan Agreement (as amended from time to time, the "2020 Margin Facility") with the lenders from time to time party thereto and Royal Bank of Canada. On June 16, 2023, the 2020 Margin Facility was amended to, among other things, lower the immediate capacity from $250 million to $150 million. On August 17, 2023, the 2020 Margin Facility was amended to, among other things, (i) extend the maturity of the agreement to August 17, 2026, (ii) add 40 million shares of common stock of Alight to the pool of collateral, (iii) change the spread from 358 to 375 basis points and (iv) add Cannae Funding A, LLC ("Borrower 3" and together with Borrower 1 and Borrower 2, the "Borrowers"), an indirect wholly-owned special purpose subsidiary of the Company. On March 4, 2024, the 2020 Margin Facility was amended primarily to (i) assign the facility from Royal Bank of Canada to Bank of America, (ii) extend the maturity date to March 4, 2027 and (iii) change the spread from 375 to 310 basis points.
Under the 2020 Margin Facility, as amended, the Borrowers may borrow up to $150.0 million in revolving loans and, subject to certain terms and conditions, may enter into an amendment to the 2020 Margin Facility to borrow up to $500.0 million in revolving loans (including the initial revolving loans) from the same initial lender and/or additional lenders on substantially identical terms and conditions as the initial revolving loans. The 2020 Margin Facility matures on March 4, 2027. Outstanding amounts under the 2020 Margin Facility, if any, bear interest quarterly at a rate per annum equal to a three-month adjusted SOFR plus an applicable margin. The 2020 Margin Facility requires the Borrowers to maintain a certain loan-to-value ratio (based on the value of D&B and Alight shares). In the event the Borrowers fail to maintain such loan-to-value ratio, the Borrowers must post additional cash collateral under the Loan Agreement and/or elect to repay a portion of the revolving loans thereunder, or sell the D&B and/or Alight shares and use the proceeds from such sale to prepay a portion of the revolving loans thereunder.
As of June 30, 2025, there was an outstanding balance of $101.0 million under the 2020 Margin Facility which incurred interest at 7.65 %, $49.0 million of unused capacity with an option to increase the capacity to $500.0 million upon amendment, and 35 million shares of D&B and 40 million shares of Alight were pledged as collateral for borrowings.
We expect to repay the entire balance outstanding under the 2020 Margin Facility upon closing of the D&B Sale. The D&B Sale is expected to close in the third quarter of 2025. Accordingly, we have classified the balance under the 2020 Margin Facility as a current liability on our Condensed Consolidated Balance Sheet as of June 30, 2025.
On July 2, 2025, we borrowed an additional $40.0 million under the 2020 Margin Facility.
FNF Revolver
On November 17, 2017, Fidelity National Financial, Inc. ("FNF") issued to Cannae a revolver note in aggregate principal amount of up to $100.0 million. On May 12, 2022, FNF and Cannae amended and restated the revolver note to, among other things, limit the use of proceeds for borrowings thereunder to the repurchase of our own shares of common stock from FNF (as amended and restated, the "FNF Revolver"). Pursuant to the FNF Revolver, FNF may make one or more loans to us with up to $100.0 million outstanding at any time. The FNF Revolver accrues interest at one-month adjusted SOFR plus 450 basis points and matures on November 17, 2025. 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.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
On June 28, 2022, we completed the repurchase of all of our common stock previously held by FNF; accordingly, there is no incremental borrowing capacity available under the FNF Revolver. On January 29, 2024, the FNF Revolver was amended to (i) reduce the borrowing capacity to $60.0 million and (ii) change the interest rate to a fixed rate of 7.0 % per annum. The Company also repaid $25.0 million of outstanding principal under the FNF Revolver.
On March 20, 2025, the FNF Revolver was amended to (i) reduce the borrowing capacity to $47.5 million, (ii) change the interest rate to a fixed rate of 5.0 % per annum, and (3) extend the maturity date to November 17, 2030 with the maturity date automatically extended for additional one-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. In the six months ended June 30, 2025, the Company also sold real estate to FNF in exchange for a $12.2 million reduction of outstanding principal under the FNF Revolver.
As of June 30, 2025, there was a $47.5 million outstanding principal amount which incurred interest at 5.0 % and there is no available borrowing capacity under the FNF Revolver.
Gross principal maturities of notes payable at June 30, 2025 are as follows (in millions):
| 2025 (remaining) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
At June 30, 2025, the carrying value of our outstanding notes payable approximates fair value and are considered Level 2 financial liabilities.
Note H — Commitments and Contingencies
Legal Contingencies
In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, if any, depart from customary litigation or regulatory inquiries incidental to our business.
Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under "dram shop" laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state employment, franchise and other laws; and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns. Our Restaurant Group companies are also subject to compliance with extensive government laws and regulations related to employment practices and policies and the manufacture, preparation, and sale of food and alcohol. We may also become subject to lawsuits and other proceedings, as well as card network fines and penalties arising out of the actual or alleged theft of our customers' credit or debit card information.
We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts that represents our best estimate is recorded. As of June 30, 2025 and December 31, 2024, our accrual for settlements of legal proceedings was not considered material. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period in the event of an unfavorable outcome, at present, we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
Unconditional Purchase Obligations
We have certain unconditional purchase obligations, primarily in our Restaurant Group segment. These purchase obligations are with various vendors and are primarily related to food and beverage obligations with fixed commitments in regard to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. We used both historical and projected volume and pricing as of June 30, 2025 to determine the amount of the obligations. Purchase obligations as of June 30, 2025 are as follows (in millions):
2025 (remaining) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total purchase commitments | $ | ||||
Note I — Supplemental Cash Flow Information
The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities.
| Six months ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Cash paid during the period: | ||||||||||||||
| Interest | $ | $ | ||||||||||||
| Income taxes | ||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Equity in Fulfillment received as consideration in the WD Transaction | ||||||||||||||
| Exchange of real estate as repayment of debt | ( | |||||||||||||
| Investment in JANA paid through reissuance of common stock from treasury | ||||||||||||||
| Difference between the historical cost of treasury stock and fair value upon reissuance for investment in JANA | ( | |||||||||||||
Note J — Discontinued Operations
Dun & Bradstreet
On March 24, 2025, Dun & Bradstreet announced the D&B Sale. As a result of the pending transaction, it was determined that Dun & Bradstreet should be presented as a discontinued operation in our Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2025. We continue to exert significant influence over D&B; therefore, we continue to account for this investment under the equity method of accounting. As a result of the reclassification of our investment in Dun & Bradstreet as held for sale and a discontinued operation, we marked our investment in D&B to the fair market value implied by the stock price as of March 31, 2025 and recorded an impairment of $68.1
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CANNAE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued
A reconciliation of the operations of D&B to the Condensed Consolidated Statement of Operations is presented below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Recognized (losses) gains | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Equity in losses of unconsolidated affiliates | ( | ( | $ | ( | ( | ||||||||||||||||||
| Loss from discontinued operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense (benefit) | $ | ( | |||||||||||||||||||||
| Net loss from discontinued operations, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Assets of discontinued operations held for sale on our Condensed Consolidated Balance Sheets represents our investment in Dun & Bradstreet accounted for under the equity method of accounting and is summarized below:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||
| (In millions) | |||||||||||||||||
| Dun & Bradstreet | $ | $ | |||||||||||||||
We expect the D&B Sale to close in the third quarter of 2025, subject to regulatory clearances and other customary closing conditions. Accordingly, we have classified our investment in D&B within current assets of discontinued operations held for sale in our Condensed Consolidated Balance Sheet as of June 30, 2025.
Summarized statement of operations information for D&B for the relevant dates and time periods included in Net losses from discontinued operations, net of tax in our Statements of Operations is presented below:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net loss attributable to Dun & Bradstreet | ( | ( | ( | ( | |||||||||||||||||||
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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 (this "Quarterly Report") that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other comparable terminology. 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 among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions; risks associated with the Investment Company Act of 1940; 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 related to the externalization of certain of our management functions to our Manager; the occurrence of any event, change or other circumstances that could give rise to the termination or inability to complete the D&B Sale; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") and other filings with the Securities Exchange Commission ("SEC").
Unless the context indicates otherwise, as used herein, the terms "we," "us," "our," "Cannae," or the "Company" refer collectively to Cannae Holdings, Inc., and its subsidiaries.
The following discussion should be read in conjunction with our Annual Report. For an additional description of our business, including descriptions of segments and recent business developments, see the discussion in Note A - Basis of Financial Statements and Note E - Segment Information to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Part I, Item 2.
Seasonality and Macroeconomic Conditions
Restaurant Group. Average weekly sales per restaurant are typically higher in the first half of the year, and we typically generate a disproportionate share of our earnings from operations in the first half of the year. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.
Recent years were a period of high inflation relative to long-term inflation expectations in the U.S. This inflationary environment primarily impacted the commodity and labor costs of our Restaurant Group. We have adjusted menu pricing to account for these cost increases to an extent, but will continue to balance the impact of inflationary pressures on our costs with the value proposition offered to customers, focusing on long-term profitability.
We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal 2025. These factors include, among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions. In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us.
Our revenues and operating income 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.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The Critical Accounting Policies and Estimates disclosed in Item 7 of our Annual Report are hereby incorporated by reference. Other than as described below, there have been no changes to our critical accounting policies and estimates.
Investments in unconsolidated affiliates - impairment monitoring. On an ongoing basis, management monitors the Company's investments in unconsolidated affiliates to determine whether there are indications that the fair value of an investment may be other-than-temporarily below our recorded book value of the investment. Factors considered when determining whether a decline in the fair value of an investment is other-than-temporary include, but are not limited to: the length of time and the extent to which the market value has been less than book value, the financial condition and near-term prospects of the investee, and the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value.
On March 24, 2025, Dun & Bradstreet announced the D&B Sale. As a result of the pending transaction, management determined that Dun & Bradstreet should be presented as a discontinued operation in our Condensed Consolidated Financial
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Statements as of and for the three and six months ended June 30, 2025. As of March 31, 2025, the fair value of our ownership interest in Dun & Bradstreet based on quoted market prices was $617.3 million and the book value of our recorded asset for D&B was $685.4 million. As a result of the reclassification of our investment in Dun & Bradstreet as held for sale and a discontinued operation and in accordance with the accounting requirements, we marked our investment in D&B to the fair market value implied by the stock price as of March 31, 2025 and recorded an impairment of $68.1 million which is included in Net loss from discontinued operations, net of tax, on our Consolidated Statement of Operations for the six months ended June 30, 2025.
As of June 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting was $288.2 million, prior to any impairment. Based on the closing stock price of Alight common shares as of June 30, 2025, the fair value of our investment in Alight was $229.1 million. The fair value measurement is considered a level 1 fair value measure. Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition paired with the fact that the fair value has been below our book value for an extended period of time, exceeding one year, management determined the decrease in value of our investment in Alight was other-than-temporary as of June 30, 2025. Accordingly, we recorded an impairment in our investment of Alight of $59.1 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the six months ended June 30, 2025.
Accounting for Income Taxes. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted.
As of June 30, 2025, we had a net deferred tax asset of $55.0 million, which is primarily attributable to temporary differences for our investments in unconsolidated affiliates held through partnerships. In the six months ended June 30, 2025, we recorded an additional valuation allowance of $84.8 million on the Company's federal net operating loss ("NOL") carryforwards, state net operating loss carryforwards, and certain deferred taxes related to our investments. In the first quarter of 2025, it was determined that due to the current market and investee-specific conditions, the ability to utilize the entirety of our deferred tax asset related to investments was less likely than prior periods. One of the factors used in assessing the need for a valuation allowance on net deferred tax assets is whether a company is in a three-year cumulative book loss position and for the three years ended December 31, 2024, the Company was in a cumulative book loss position. The Company’s prospective investment strategy, fluctuations in the fair market value of its ownership interests prior to any dispositions and other factors may influence the timing of reversals of deferred tax assets and liabilities and their ultimate impact on taxable income or loss, which could have an effect on the recoverability of deferred tax assets. As of June 30, 2025, the Company has a federal valuation allowance of $130.8 million representing a full valuation allowance on its federal NOL carryforwards and certain other deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. Additionally, a state valuation allowance of $6.9 million has been recorded representing certain state NOLs where it is not more likely than not that the tax benefit of certain state NOLs will be realized before the NOLs in those certain states expire. At this time, we consider it more likely than not that we will have sufficient taxable income and available excess capital gain from prior year periods that will allow us to realize our remaining deferred tax assets. The Company will continue to monitor the recoverability of deferred tax assets on a quarterly basis and may need to record an additional valuation allowance on its net deferred tax asset in future periods.
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Results of Operations
Consolidated Results of Operations
Net Earnings (Loss). The following table presents certain financial data for the periods indicated:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Restaurant revenue | $ | 101.9 | $ | 107.6 | $ | 201.0 | $ | 214.1 | |||||||||||||||
| Other operating revenue | 8.3 | 10.4 | 12.4 | 14.6 | |||||||||||||||||||
| Total operating revenues | 110.2 | 118.0 | 213.4 | 228.7 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of restaurant revenue | 90.8 | 92.1 | 181.8 | 186.3 | |||||||||||||||||||
| Personnel costs | 36.2 | 19.2 | 50.4 | 42.4 | |||||||||||||||||||
| Depreciation and amortization | 3.0 | 3.4 | 6.1 | 6.7 | |||||||||||||||||||
| Other operating expenses | 41.1 | 26.3 | 57.4 | 56.9 | |||||||||||||||||||
| Total operating expenses | 171.1 | 141.0 | 295.7 | 292.3 | |||||||||||||||||||
| Operating loss | (60.9) | (23.0) | (82.3) | (63.6) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest, investment and other income | 4.8 | 0.7 | 6.2 | 2.8 | |||||||||||||||||||
| Interest expense | (3.3) | (2.0) | (7.1) | (4.6) | |||||||||||||||||||
| Recognized losses, net | (76.2) | (145.9) | (69.0) | (141.0) | |||||||||||||||||||
| Total other expense, net | (74.7) | (147.2) | (69.9) | (142.8) | |||||||||||||||||||
| Loss before income taxes and equity in (losses) earnings of unconsolidated affiliates | (135.6) | (170.2) | (152.2) | (206.4) | |||||||||||||||||||
| Income tax (benefit) expense | (1.8) | (35.9) | 18.4 | 20.6 | |||||||||||||||||||
| Loss before equity in (losses) earnings of unconsolidated affiliates | (133.8) | (134.3) | (170.6) | (227.0) | |||||||||||||||||||
| Equity in (losses) earnings of unconsolidated affiliates | (95.7) | (14.6) | (97.6) | 3.0 | |||||||||||||||||||
| Net loss from continuing operations | (229.5) | (148.9) | (268.2) | (224.0) | |||||||||||||||||||
| Net loss from discontinued operations, net of tax | (11.0) | (6.1) | (87.3) | (22.8) | |||||||||||||||||||
| Net loss | (240.5) | (155.0) | (355.5) | (246.8) | |||||||||||||||||||
| Less: Net loss attributable to non-controlling interests | (1.7) | — | (3.7) | (1.9) | |||||||||||||||||||
| Net loss attributable to Cannae Holdings, Inc. common shareholders | $ | (238.8) | $ | (155.0) | $ | (351.8) | $ | (244.9) | |||||||||||||||
For the Three Months Ended June 30, 2025 and 2024
The following is a discussion of the material fluctuations in our consolidated results of operations for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The material changes in revenues, expenses and pre-tax loss for the three months ended June 30, 2025 and 2024 are discussed in further detail at the segment level below.
Revenues
Restaurant sales including food and beverage sales, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided.
Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.
Expenses
Our operating expenses consist primarily of personnel costs, cost of restaurant revenue, other operating expenses, and depreciation and amortization.
Cost of restaurant revenue includes cost of food and beverage, primarily the costs of beef, groceries, produce, seafood, poultry and alcoholic and non-alcoholic beverages, net of vendor discounts and rebates, payroll and related costs and expenses
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directly relating to restaurant level activities, and restaurant operating costs including occupancy and other operating expenses at the restaurant level.
Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs that are directly attributable to the restaurant-level operations of the Restaurant Group are included in Cost of restaurant revenue.
Other operating expenses include management fees, carried interest fees, professional fees, advertising costs, travel expenses and impairments of operating assets.
Depreciation and amortization expense consists of our depreciation related to investments in property and equipment as well as amortization of intangible assets.
Pre-Tax Earnings (Loss)
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $34.6 million, or 20.3%, in the three months ended June 30, 2025 compared to the corresponding period in 2024.
Income Taxes
Income tax benefit was $1.8 million and $35.9 million in the three-month periods ended June 30, 2025 and 2024, respectively. Our effective tax rate was 1.3% and 21.1% in the three months ended June 30, 2025 and 2024, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the three months ended June 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances.
Equity in (Losses) Earnings of Unconsolidated Affiliates
Equity in (losses) earnings of unconsolidated affiliates for the three months ended June 30, 2025 and 2024 consisted of the following:
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Alight | (81.7) | 2.2 | |||||||||||||||||||||
| BKFC | (12.3) | (17.9) | |||||||||||||||||||||
| CSI | — | 0.2 | |||||||||||||||||||||
| Watkins | (0.1) | — | |||||||||||||||||||||
| JANA | 0.4 | 0.5 | |||||||||||||||||||||
| Other | (2.0) | 0.4 | |||||||||||||||||||||
| Total | $ | (95.7) | $ | (14.6) | |||||||||||||||||||
The equity in losses of Alight in the three months ended June 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $983.0 million.
For the Six Months Ended June 30, 2025 and 2024
The following is a discussion of the material fluctuations in our consolidated results of operations for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The material changes in revenues, expenses and pre-tax loss for the six months ended June 30, 2025 and 2024 are discussed in further detail at the segment level below.
Pre-Tax Earnings (Loss)
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $54.2 million, or 26.3%, in the six months ended June 30, 2025 compared to the corresponding period in 2024.
Income Taxes
Income tax expense was $18.4 million and $20.6 million in the six-month periods ended June 30, 2025 and 2024, respectively. Our effective tax rate was (12.1)% and (10.0)% in the six months ended June 30, 2025 and 2024, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the six months June 30, 2025 compared to the corresponding period in 2024 is primarily
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attributable to the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances.
Equity in Losses of Unconsolidated Affiliates
Equity in losses of unconsolidated affiliates for the six months ended June 30, 2025 and 2024 consisted of the following:
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Alight | (83.6) | (9.1) | |||||||||||||||||||||
| Black Knight Football | (22.7) | (25.3) | |||||||||||||||||||||
| CSI | 15.7 | 41.1 | |||||||||||||||||||||
| Watkins | (4.8) | — | |||||||||||||||||||||
| JANA | 2.8 | — | |||||||||||||||||||||
| Other | (5.0) | (3.7) | |||||||||||||||||||||
| Total | $ | (97.6) | $ | 3.0 | |||||||||||||||||||
The equity in losses of Alight in the six months ended June 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $983.0 million.
Restaurant Group
The following table presents the results from operations of our Restaurant Group segment:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Restaurant revenue | $ | 101.9 | $ | 107.6 | $ | 201.0 | $ | 214.1 | |||||||||||||||
| Total operating revenues | 101.9 | 107.6 | 201.0 | 214.1 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of restaurant revenue | 90.8 | 92.1 | 181.8 | 186.3 | |||||||||||||||||||
| Personnel costs | 4.1 | 4.7 | 8.2 | 10.7 | |||||||||||||||||||
| Depreciation and amortization | 2.5 | 2.7 | 4.9 | 5.4 | |||||||||||||||||||
| Other operating expenses | 6.3 | 6.0 | 11.6 | 12.7 | |||||||||||||||||||
| Total operating expenses | 103.7 | 105.5 | 206.5 | 215.1 | |||||||||||||||||||
| Operating (loss) income | (1.8) | 2.1 | (5.5) | (1.0) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (1.6) | (1.3) | (3.1) | (2.6) | |||||||||||||||||||
| Recognized gains, net | — | 1.0 | 0.2 | 1.3 | |||||||||||||||||||
| Total other expense | (1.6) | (0.3) | (2.9) | (1.3) | |||||||||||||||||||
| (Loss) earnings before income taxes and equity in (losses) earnings of unconsolidated affiliates | $ | (3.4) | $ | 1.8 | $ | (8.4) | $ | (2.3) | |||||||||||||||
For the Three Months Ended June 30, 2025
Total revenues for the Restaurant Group segment decreased $5.7 million, or 5.3%, in the three months ended June 30, 2025, compared to the corresponding period in 2024.
Comparable Store Sales. One method we use in evaluating the performance of our restaurants is to compare sales results for restaurants period over period. A new restaurant is included in our comparable store sales figures starting in the first period following the restaurant's first seventy-eight weeks of operations. Changes in comparable store sales reflect changes in sales for the comparable store group of restaurants over a specified period of time. This measure highlights the performance of existing restaurants, as the impact of new restaurant openings is excluded. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 12.1% and 0.1%, respectively, in the three months ended June 30, 2025 compared to the corresponding period in 2024. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 14.8% and 1.7%, respectively, partially offset by an increase in the average amount spent by guests each visit of
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3.2% and 1.7%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on net sales and income from continuing operations.
Cost of restaurant revenue decreased directionally consistent with Restaurant revenue in the period. Cost of restaurant revenue as a percentage of Restaurant revenue was 89.1% and 85.6% in the three months ended June 30, 2025 and 2024, respectively. The change was primarily attributable to increased spending on commodities. The Company had a $1.8 million, or 23.2%, increase in spending on beef and poultry in the three months ended June 30, 2025.
For the Six Months Ended June 30, 2025
Total revenues for the Restaurant Group segment decreased $13.1 million, or 6.1%, in the six months ended June 30, 2025, compared to the corresponding period in 2024.
Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.6% and 0.2%, respectively, in the six months ended June 30, 2025 compared to the comparable period in 2024. The decrease in 2025 is primarily attributable to O'Charley's and 99 Restaurants brands decrease in guest counts of 15.5% and 2.1% respectively, partially offset by an increase in the average amount spent by guests each visit of 2.3% and 2.0%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on net sales and income from continuing operations.
Cost of restaurant revenue decreased directionally consistent with Restaurant revenues. Cost of restaurant revenue as a percentage of Restaurant revenue was 90.4% and 87.0% in the six months ended June 30, 2025 and 2024, respectively. The change was primarily attributable to increased spending on commodities. The Company had a $2.9 million, or 17.9%, increase in spending on beef and poultry in the six months ended June 30, 2025.
Alight
As of June 30, 2025, we own approximately 7.6% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results do not consolidate into ours.
Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | 528.0 | $ | 538.0 | $ | 1,076.0 | $ | 1,097.0 | |||||||||||||||
| Gross profit | 176.0 | 167.0 | 347.0 | 349.0 | |||||||||||||||||||
| Net loss from continuing operations | (1,073.0) | (4.0) | (1,090.0) | (125.0) | |||||||||||||||||||
| Net (loss) earnings from discontinued operations | (1.0) | 27.0 | (9.0) | 32.0 | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | (1.0) | — | (1.0) | (2.0) | |||||||||||||||||||
| Net (loss) earnings attributable to Alight | (1,073.0) | 23.0 | (1,098.0) | (91.0) | |||||||||||||||||||
Details relating to the results of operations of Alight (NYSE: "ALIT") can be found in its periodic reports filed with the SEC.
Black Knight Football
As of June 30, 2025, we own approximately 42.5% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of BKFC on a three-month lag, and accordingly, our net loss for the three months ended June 30, 2025 and 2024 includes our equity in Black Knight Football’s losses for the three and six months ended March 31, 2025 and 2024, respectively.
Summarized statement of operation information for Black Knight Football for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
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| Three months ended March 31, | Six months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Total revenues | $ | 61.2 | $ | 49.4 | $ | 132.5 | $ | 102.1 | |||||||||||||||
| Operating loss | (23.7) | (31.2) | (36.8) | (57.8) | |||||||||||||||||||
| Earnings (losses) of unconsolidated affiliates | 2.3 | (3.7) | (3.1) | (6.5) | |||||||||||||||||||
| Net loss attributable to BKFC | (26.1) | (37.7) | (47.5) | (69.6) | |||||||||||||||||||
Black Knight Football's total revenue is primarily attributable to Premier League media rights, matchday, sponsorship, and player trading revenue earned by AFCB. Total revenues for Black Knight Football increased $11.8 million, or 23.9%, in the three months ended March 31, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $5.2 million, or 14.2%, increase due to AFCB's higher placement in the table along with $3.8 million, or 186.7%, increase as a result of players out on loan in the three-month period. Total revenues increased $30.4 million, or 29.8%, in the six months ended March 31, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $13.9 million, or 17.6%, increase due to AFCB's higher placement in the table along with $8.4 million, or 222.9%, increase as a result of players out on loan in the six-month period.
Operating loss decreased $7.5 million and $21.0 million in the three and six months ended March 31, 2025, respectively, compared to the corresponding periods in 2024. The change was primarily attributable to the increase in revenue as noted above, partially offset by increased personnel costs, namely player salaries, of $3.4 million, or 7.9%, and $9.1 million, or 10.5%, for the three and six months ended March 31, 2025, respectively.
Corporate and Other
The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity ownership interests, activity of the corporate holding company and certain intercompany eliminations and taxes.
The following table presents the results from operations of our non-reportable Corporate and other segment:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Other operating revenue | $ | 8.3 | $ | 10.4 | $ | 12.4 | $ | 14.6 | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Personnel costs | 32.1 | 14.5 | 42.2 | 31.7 | |||||||||||||||||||
| Depreciation and amortization | 0.5 | 0.7 | 1.2 | 1.3 | |||||||||||||||||||
| Other operating expenses | 34.8 | 20.3 | 45.8 | 44.2 | |||||||||||||||||||
| Total operating expenses | 67.4 | 35.5 | 89.2 | 77.2 | |||||||||||||||||||
| Operating loss | (59.1) | (25.1) | (76.8) | (62.6) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest, investment and other income | 4.8 | 0.7 | 6.2 | 2.8 | |||||||||||||||||||
| Interest expense | (1.7) | (0.7) | (4.0) | (2.0) | |||||||||||||||||||
| Recognized losses, net | (76.2) | (146.9) | (69.2) | (142.3) | |||||||||||||||||||
| Total other expense | (73.1) | (146.9) | (67.0) | (141.5) | |||||||||||||||||||
| Loss before income taxes and equity in (losses) earnings of unconsolidated affiliates | $ | (132.2) | $ | (172.0) | $ | (143.8) | $ | (204.1) | |||||||||||||||
For the Three Months Ended June 30, 2025
Personnel costs increased $17.6 million in the three months ended June 30, 2025, compared to the corresponding period in 2024. The change in personnel costs was primarily driven by a current year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in accelerated stock vesting in the three months ended June 30, 2025, partially offset by prior year success bonuses of $1.5 million paid related to our sales of shares of Dayforce in 2024 along with $7.6 million of stock vesting.
Other operating expenses increased $14.5 million in the three months ended June 30, 2025 compared to the prior year period. The change in the three-month period was primarily attributable to accelerated fees incurred with Trasimene related to the MSA Termination Agreement which increased operating expenses by $12.2 million from the prior year period.
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Recognized gains, net in our Corporate and Other segment consists of the following:
| Three months ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Alight impairment | $ | (59.1) | $ | — | ||||||||||||||||||||||
| Paysafe fair value adjustments | (7.6) | 6.4 | ||||||||||||||||||||||||
| Other fair value adjustments | (0.4) | 4.9 | ||||||||||||||||||||||||
| Sightline impairment | — | (141.0) | ||||||||||||||||||||||||
| Dayforce fair value adjustments | — | (18.8) | ||||||||||||||||||||||||
| Put Right fair value adjustments | (13.2) | — | ||||||||||||||||||||||||
| Other, net | 4.1 | 1.6 | ||||||||||||||||||||||||
| Recognized (losses) gains, net | $ | (76.2) | $ | (146.9) | ||||||||||||||||||||||
Discontinued Operations
As a result of the pending D&B Sale, the financial results of D&B have been reclassified to discontinued operations. See Note J to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for further details on the amounts included in discontinued operations for all periods presented.
For the Six Months Ended June 30, 2025
Personnel costs increased $10.5 million in the six months ended June 30, 2025, compared to the corresponding period in 2024. The change in personnel costs was primarily driven by a current year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in stock vesting, with total stock vesting of $13.8 million, partially offset by prior year stock expense of $10.8 million and success bonuses of $11.4 million related to our sales of shares of Dayforce.
Recognized (losses) gains, net in our Corporate and Other segment consists of the following:
| Six months ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Alight impairment | $ | (59.1) | $ | — | ||||||||||||||||||||||
| WD Transaction | 15.0 | — | ||||||||||||||||||||||||
| Paysafe fair value adjustments | (11.0) | 13.9 | ||||||||||||||||||||||||
| Other fair value adjustments | (7.2) | 4.9 | ||||||||||||||||||||||||
| Alight dilution | 0.9 | (10.4) | ||||||||||||||||||||||||
| Sightline impairment | — | (141.0) | ||||||||||||||||||||||||
| Dayforce fair value adjustments | — | (10.9) | ||||||||||||||||||||||||
| Put Right fair value adjustments | (13.2) | — | ||||||||||||||||||||||||
| Other, net | 5.4 | 1.2 | ||||||||||||||||||||||||
| Recognized (losses) gains, net | $ | (69.2) | $ | (142.3) | ||||||||||||||||||||||
Liquidity and Capital Resources
Cash Requirements. Our short and long term cash requirements include management fees, personnel costs, other operating expenses, taxes, payments of interest and principal on our debt, capital expenditures, dividends on our common stock, and other potential business acquisitions or investments, including the JANA Investment and our commitments to invest $25.0 million in BKFC and $30.0 million in funds of JANA. On August 7, 2025, our Board declared cash dividends of $0.15 per share, payable on September 30, 2025, to Cannae common shareholders of record as of September 16, 2025. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases (including, but not limited to, the purchase of the common stock underlying the Put Right) and debt repayments.
As of June 30, 2025, we had cash and cash equivalents of $66.7 million, of which $54.3 million was cash held by the corporate holding company, and $49.0 million of immediate capacity under our existing holding company credit facilities with
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the ability to add an additional $350.0 million of borrowing capacity by amending our 2020 Margin Facility. Subsequent to June 30, 2025, we borrowed an additional $40.0 million under the 2020 Margin Facility.
We continually assess our capital allocation strategy, including decisions relating to monetizing investments, reducing debt, repurchasing our stock, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all of our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts.
We are focused on evaluating our assets and ownership interests as potential vehicles for creating liquidity. Our intent is to use that liquidity for general corporate purposes, including future acquisitions, potentially reducing debt, repurchasing shares of our stock, paying dividends on our stock, other strategic initiatives and/or conserving cash.
Cash Flows for the Six Months Ended June 30, 2025
The Company is engaged in actively managing and operating a core group of operating companies. The Company accounts for many of its material holdings on an unconsolidated basis and therefore, a material portion of the cash inflow the Company generates is reported in cash flows from investing activities pursuant to GAAP. As a result of such accounting treatment, the Company expects to continue to generate a material portion of its cash inflow from activities classified as investing activities under GAAP and does not expect to generate positive operating cash flows on a regular basis. The cash requirements of the Company typically come from the activities classified as investing activities under GAAP as we receive distributions from unconsolidated affiliates and at times sell a portion or all of our investment in these various operating companies.
Operating Cash Flow. Our cash flows used in operations for the six months ended June 30, 2025 and 2024 totaled $12.5 million and $46.2 million, respectively. The decrease in cash used in operations of $33.7 million is primarily attributable to tax refunds received and lower operating expenses in the 2025 period compared to the 2024 period. The change in Recognized losses and asset impairments, net, is mainly due to the impairment of Alight of $59.1 million for the six months ended June 30, 2025 and the $141.0 million impairment of Sightline for the same period in 2024. The change in Equity in losses (earnings) of unconsolidated affiliates is mainly due to goodwill impairment of $983.0 million during the six months ended June 30, 2025 which resulted in our loss pickup of $81.7 million. The change in Net loss from discontinued operations is primarily attributable to the $68.1 million impairment of D&B recorded during the six months ended June 30, 2025 as a result of the reclassification of our investment in Dun & Bradstreet as held for sale and a discontinued operation.
Investing Cash Flows. Our cash flows provided by investing activities for the six months ended June 30, 2025 and 2024 were $77.5 million and $252.5 million, respectively. The decrease in cash provided by investing activities of $175.0 million in the 2025 period from the 2024 period is primarily attributable to $208.0 million less proceeds from sales of Dayforce as we no longer hold any shares of that investment, partially offset by a $31.0 million decrease in purchases of new investments made in the 2025 period compared to the 2024 period.
Financing Cash Flows. Our cash flows used in financing activities for the six months ended June 30, 2025 and 2024 were $129.8 million and $266.8 million, respectively. The decrease in cash used in financing activities of $137.0 million is primarily attributable to the $120.6 million decrease in treasury stock repurchases in the 2025 period compared to the 2024 period and a $25.0 million partial repayment of the FNF Revolver in the six months ended June 30, 2024, partially offset by the additional $7.7 million of dividends paid in the six months ended June 30, 2025 as the Company began paying dividends in the second quarter of 2024.
Financing Arrangements. For a description of our financing arrangements, see Note G - Notes Payable included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 2 of Part I.
Seasonality. There have been no material changes to the seasonality experienced in our businesses from those described for the period as of and for the year ended December 31, 2024 included in our Annual Report.
Contractual Obligations. Our long-term contractual obligations generally include our credit agreements and other debt facilities, lease payments and financing obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Manager.
Operating lease payments include the expected future rent payments of the Company and its operating subsidiaries, primarily for the Restaurant Group. The operating leases are accounted for pursuant to ASC 842 Leases.
Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Restaurant Group has unconditional purchase obligations with various vendors, primarily related to food and beverage obligations with fixed commitments in regard to the time period of the contract and the
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quantities purchased with annual price adjustments that can fluctuate. Future purchase obligations are estimated by assuming historical purchase activity over the remaining, non-cancellable terms of the various agreements. For agreements with minimum purchase obligations, at least the minimum amounts we are legally required to purchase are included. These agreements do not include fixed delivery terms. We used both historical and projected volume and pricing as of June 30, 2025 to determine the amount of these obligations.
As of June 30, 2025, our required future payments relating to these contractual obligations were as follows:
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Operating lease payments | $ | 12.3 | $ | 24.3 | $ | 22.6 | $ | 20.6 | $ | 17.6 | $ | 111.0 | $ | 208.4 | |||||||||||||||||||||||||||
| Unconditional purchase obligations | 24.4 | 7.7 | 4.1 | 2.1 | — | — | 38.3 | ||||||||||||||||||||||||||||||||||
| Notes payable | 101.8 | 13.4 | 0.2 | 2.0 | 0.1 | 51.1 | 168.6 | ||||||||||||||||||||||||||||||||||
| Fees payable to Manager | 9.4 | 17.0 | — | — | — | — | 26.4 | ||||||||||||||||||||||||||||||||||
| Restaurant Group financing obligations | 0.2 | 0.4 | 0.4 | 0.3 | 0.3 | — | 1.6 | ||||||||||||||||||||||||||||||||||
| Total | $ | 148.1 | $ | 62.8 | $ | 27.3 | $ | 25.0 | $ | 18.0 | $ | 162.1 | $ | 443.3 | |||||||||||||||||||||||||||
Capital Stock Transactions. On August 3, 2022, our Board authorized a 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.
During the three and six months ended June 30, 2025, we repurchased a total of 2,295,463 shares of Cannae common stock for approximately $42.1 million in the aggregate, or an average of $18.33 per share under the 2022 Repurchase Program. Since the original commencement of the 2022 Repurchase Program through market close on June 30, 2025, we have repurchased a total of 10,000,000 shares of Cannae common stock for approximately $193.1 million in the aggregate, or an average of $19.31 per share. As of the date of this Quarterly Report, there are no shares available for repurchase under the 2022 Repurchase Program.
On October 29, 2023, our Board authorized a stock repurchase program (the "2023 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. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program.
During the three and six months ended June 30, 2025, we repurchased a total of 3,492,076 shares of Cannae common stock for approximately $69.4 million in the aggregate, or an average of $19.87 per share under the 2023 Repurchase Program. Since the original commencement of the 2023 Repurchase Program through June 30, 2025, we have repurchased a total of 3,492,076 shares of Cannae common stock for approximately $69.4 million in the aggregate, or an average of $19.87 per share. As of June 30, 2025, there are 6,507,924 shares available for repurchase under the 2023 Repurchase Program. From July 1, 2025 to August 8, 2025, we repurchased an additional 1,780,319 shares of Cannae common stock for approximately $37.7 million in the aggregate, or an average of $21.18 per share, pursuant to the 2023 Repurchase Program.
On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 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. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. We have not made any purchases under the 2025 Repurchase Program. As of June 30, 2025, there are 10.0 million shares available for repurchase under the 2025 Repurchase Program.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
During the three months ended June 30, 2025, there have been no material changes in the market risks described in Part II, Item 7A "Quantitative and Qualitative Disclosures about Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and
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operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of June 30, 2025, to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is: (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II: OTHER INFORMATION
Item 1. Legal Proceedings
See discussion of legal proceedings in Note H - Commitments and Contingencies to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 1 of Part II.
Item 1A. Risk Factors
The risk factors disclosed in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2024 are hereby incorporated by reference. In addition, we identified the following additional risk.
We are currently the subject of a proxy contest, which could distract our management, disrupt our operations, result in incremental costs and adversely affect our results of operations, financial condition and stock price.
Our Board and management value constructive input from our shareholder and are committed to acting in the best interests of all of our shareholders. However, we may be subject to actions or proposals from shareholders or others that may not align with the Company’s business strategies or the interests of our other shareholders.
We have recently received notice of a proxy solicitation effort by a shareholder seeking to nominate directors to our Board and influence the outcome of our upcoming annual meeting. This proxy contest could result in a change in the composition of our Board or executive officers and potentially alter our corporate governance or strategic direction.
A proxy contest can be disruptive and costly, even if unsuccessful. It may divert the attention of our Board and management from their regular duties and the execution of our business strategy. In addition, responding to a proxy contest could require significant time and expense, including legal and advisory fees, which could negatively impact our financial condition.
If the dissident shareholder is successful in its efforts, it may result in uncertainty regarding our future plans and policies and in potential material obligations. Moreover, there is no assurance that the dissident shareholder will pursue initiatives that are aligned with our business strategy. Any resulting changes to our Board, executive officers or strategic direction could also be viewed negatively by the market, employees, customers, or other stakeholders, which may lead to increased stock price volatility, a loss of key personnel, or disruptions in our business relationships.
Furthermore, public disputes with activist shareholders may damage our reputation, strain relationships with investors, and increase the risk of future shareholder activism. There can be no assurance that the outcome of the proxy contest will be favorable to us or the amount of expense related to the proxy contest we will incur.
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||||||||||||||||||||||||||
The following table summarizes repurchases of equity securities by the Company during the three months ended June 30, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(2)(3) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (4) | ||||||||||||||||||||||
| Beginning Balance | 22,295,463 | |||||||||||||||||||||||||
| 4/1/2025 - 4/30/2025 | — | $ | — | — | 22,295,463 | |||||||||||||||||||||
| 5/1/2025 - 5/31/2025 | 2,280,481 | $ | 18.33 | 2,280,481 | 20,014,982 | |||||||||||||||||||||
| 6/1/2025 - 6/30/2025 | 3,507,058 | $ | 19.87 | 3,507,058 | 16,507,924 | |||||||||||||||||||||
| Total | 5,787,539 | $ | 19.26 | 5,787,539 | ||||||||||||||||||||||
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(1) On August 3, 2022, our Board approved the 2022 Repurchase Program, under which we may purchase up to 10 million shares of our CNNE common stock through August 3, 2025.
(2) On October 29, 2023, our Board approved the 2023 Repurchase Program, under which we may purchase up to 10 million shares of our CNNE common stock.
(3) On March 24, 2025, our Board approved the 2025 Repurchase Program, under which we may purchase up to 10 million shares of our CNNE common stock.
(4) As of the last day of the applicable month.
| Item 3. Defaults Upon Senior Securities | ||||||||||||||||||||||||||
None.
| Item 4. Mine Safety Disclosures | ||||||||||||||||||||||||||
Not applicable.
| Item 5. Other Information | ||||||||||||||||||||||||||
During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
(a) Exhibits:
EXHIBIT INDEX
| 10.1 | Management Services Agreement Termination Agreement between Cannae Holdings, Inc., Cannae Holdings, LLC and Trasimene Capital Management, LLC, effective as of May 12, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed May 9, 2025). | |||||||
| 10.2† | Director Services Agreement between Cannae Holdings, Inc. and William P. Foley II, effective as of May 12, 2025 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed May 9, 2025). | |||||||
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.1^ | Certification by Principal Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | |||||||
| 32.2^ | Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | |||||||
| 101.INS‡ | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101. | |||||||
| * Filed herewith. | ||||||||
| ^ Furnished, not filed. | ||||||||
‡ The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | ||||||||
| † Indicates management contract or compensatory plan or arrangement. | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | August 11, 2025 | CANNAE HOLDINGS, INC. (registrant) | ||||||||||||
| By: | /s/ Bryan D. Coy | |||||||||||||
| Bryan D. Coy | ||||||||||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||||||
35
FAQ
What was Cannae's net loss for the quarter ended June 30, 2025 (CNNE)?
Cannae reported a $240.5 million net loss for the three months ended June 30, 2025.
How did equity in earnings (losses) of affiliates affect results?
Equity in losses of unconsolidated affiliates was a $95.7 million charge in the quarter and $97.6 million for the six months, materially worsening results.
What impairments were recorded in the period?
Management recorded a $59.1 million other-than-temporary impairment on Alight and a $68.1 million impairment related to Dun & Bradstreet after reclassification.
What is the status and value of Cannae's Dun & Bradstreet investment?
Dun & Bradstreet was reclassified as a discontinued operation and held for sale at $528.0 million; Cannae sold 10.0 million D&B shares for $89.5 million and held ~59.0 million shares (~13.2%).
How much cash and liquidity did Cannae report at period end?
Cash and cash equivalents were $66.7 million at June 30, 2025, down from $131.5 million at year-end 2024; investing proceeds partially offset operating cash outflows.
What leadership or governance changes occurred?
William P. Foley transitioned to non-executive Vice Chairman and received a $17.2 million lump-sum payment; Ryan R. Caswell was appointed CEO effective May 12, 2025.
Cannae Holdings
NYSE:CNNE
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Aug 11, 2025
[8-K] Cannae Holdings, Inc. Reports Material Event
Aug 11, 2025
[DFAN14A] Cannae Holdings, Inc. SEC Filing
Jul 10, 2025
[13F-HR] Cannae Holdings, Inc. SEC Filing
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