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Cannae(CNNE) - 2024 Q4 - Annual Report
CNNECannae(CNNE)2025-02-27 21:27

Investment Activities - In the year ended December 31, 2024, the company sold 4.0 million shares of Dayforce for gross proceeds of 264.0million[198].Thecompanyreceived264.0 million[198]. - The company received 14.3 million in cash dividends from Dun & Bradstreet in 2024, with quarterly dividends declared at 0.05 per share[199]. - As of December 31, 2024, the company owned 69.0 million shares of Dun & Bradstreet, representing approximately 15.6% of its outstanding common stock[200]. - The company purchased 1.6 million shares of Paysafe for 23.4 million in January 2024 and sold 0.9 million shares for 16.0millioninNovember2024[201].Thecompanycompletedthesaleof12.0millionsharesofAlightforaggregateproceedsof16.0 million in November 2024[201]. - The company completed the sale of 12.0 million shares of Alight for aggregate proceeds of 89.0 million on December 3, 2024[203]. - The company invested approximately 80.0millionfora52.880.0 million for a 52.8% ownership interest in Watkins Holdings, which acquired The Watkins Company[206]. - The company invested 36.8 million in Black Knight Football, holding a 47.2% ownership interest as of December 31, 2024[208]. - The company conducted a tender offer to purchase up to 200millionofitscommonstock,accepting9,672,540sharesatapurchasepriceof200 million of its common stock, accepting 9,672,540 shares at a purchase price of 22.95 per share for a total cost of 222.0million[210].Thecompanycommittedtoinvest222.0 million[210]. - The company committed to invest 50 million into JANA funds and issued 1.85 million shares of common stock for a 19.99% equity interest in JANA, valued at 55.5million[349].Thecompanysoldtheremaining4.0millionsharesofDayforceforgrossproceedsof55.5 million[349]. - The company sold the remaining 4.0 million shares of Dayforce for gross proceeds of 264.0 million, exiting its investment in Dayforce as of December 31, 2024[343]. Financial Performance - Total operating revenues for the year ended December 31, 2024, were 452.5million,adecreaseof452.5 million, a decrease of 117.5 million, or 20.6%, compared to 570.0millionin2023[235].TheRestaurantGroupsegmentsrevenuesdecreasedby570.0 million in 2023[235]. - The Restaurant Group segment's revenues decreased by 116.4 million, or 21.7%, in 2024, primarily due to the closure of 99 Restaurants and O'Charley's stores and a decline in comparable store sales[247]. - The company's net loss attributable to common shareholders was 304.6millionfortheyearendedDecember31,2024,adecreaseof304.6 million for the year ended December 31, 2024, a decrease of 8.8 million compared to 2023[245]. - Total operating expenses for the year ended December 31, 2024, were 556.2million,downfrom556.2 million, down from 688.9 million in 2023[235]. - The company recorded an operating loss of 103.7millionfortheyearendedDecember31,2024,comparedtoanoperatinglossof103.7 million for the year ended December 31, 2024, compared to an operating loss of 118.9 million in 2023[235]. - The effective tax rate for the year ended December 31, 2024, was 0.2%, significantly lower than 37.2% in 2023, primarily due to a valuation allowance of 47.7milliononfederalnetoperatinglosscarryforwards[242].ThenetlossfortheyearendedDecember31,2024,was47.7 million on federal net operating loss carryforwards[242]. - The net loss for the year ended December 31, 2024, was 310.1 million, compared to a net loss of 324.1millionin2023and324.1 million in 2023 and 429.6 million in 2022[335]. - Restaurant revenue declined to 419.6millionin2024,down21.8419.6 million in 2024, down 21.8% from 536.0 million in 2023[324]. - Operating loss for 2024 was 103.7million,comparedtoalossof103.7 million, compared to a loss of 118.9 million in 2023, showing an improvement of 11.3%[324]. - Net loss attributable to Cannae Holdings, Inc. common shareholders was 304.6millionin2024,slightlyimprovedfrom304.6 million in 2024, slightly improved from 313.4 million in 2023[324]. Tax and Deferred Assets - As of December 31, 2024, the company had a net deferred tax asset of 73.9million,withanadditionalvaluationallowanceof73.9 million, with an additional valuation allowance of 47.7 million recorded for federal net operating loss carryforwards[226]. - The company will continue to monitor the recoverability of deferred tax assets on a quarterly basis, indicating potential future adjustments[227]. - The company expects to realize other deferred tax assets based on sufficient taxable income and available excess capital gains from prior years[227]. - The company recognizes deferred tax assets and liabilities based on enacted tax rates expected to apply to taxable income in future years[383]. - The company accounts for uncertain tax positions only after determining a more likely than not probability that they will withstand challenge from taxing authorities[384]. Cash Flow and Liquidity - Cash and cash equivalents as of December 31, 2024, totaled 131.5million,including131.5 million, including 113.2 million held by the corporate holding company[267]. - Operating cash flows for the year ended December 31, 2024, were 90.1million,anincreaseof90.1 million, an increase of 2.3 million from 2023, primarily due to lower tax payments and cash expenses[271]. - Investing cash flows provided by investing activities increased to 298.3millionin2024,up298.3 million in 2024, up 245.2 million from 2023, mainly due to proceeds from sales of Dayforce, D&B, and Alight[272]. - Financing cash flows used in financing activities rose to 182.9millionin2024,anincreaseof182.9 million in 2024, an increase of 76.1 million from 2023, attributed to the Tender Offer and dividends paid[274]. - The company expects its cash requirements over the next 12 months to be satisfied by cash equivalents, short-term investments, and capacity under credit agreements[269]. - The company actively manages the impact of rising interest rates on both idle cash and outstanding debt to ensure liquidity[268]. Equity and Shareholder Information - The company held 56.2millioninequitysecuritiesatfairvalueasofDecember31,2024,withapotential56.2 million in equity securities at fair value as of December 31, 2024, with a potential 11.2 million increase or decrease in fair value from a 20% market price fluctuation[282][283]. - The balance of retained earnings decreased to 567.1millionbyDecember31,2024,from567.1 million by December 31, 2024, from 901.3 million in 2023[335]. - The total equity at the end of 2024 was 1,815.3million,adecreasefrom1,815.3 million, a decrease from 2,309.2 million at the end of 2023[335]. - Weighted average shares outstanding on a basic basis decreased to 64.4 million in 2024 from 73.4 million in 2023[324]. - The company repurchased treasury stock totaling 231.4millionin2024,comparedto231.4 million in 2024, compared to 113.2 million in 2023[335]. Impairments and Losses - The company recorded an impairment of 149.5millionforitsinvestmentinSightlineduetoadeclineinfairmarketvalue[223].ThefairvalueofCannaesinvestmentinAlightwas149.5 million for its investment in Sightline due to a decline in fair market value[223]. - The fair value of Cannae's investment in Alight was 280.1 million as of December 31, 2024, compared to a book value of 374.0 million, indicating a potential impairment[306]. - The equity losses from Dun & Bradstreet for the years ended December 31, 2024, 2023, and 2022 were 13.7 million, 17.1million,and17.1 million, and 8.8 million respectively[302]. - The equity losses from Alight for the years ended December 31, 2024, 2023, and 2022 were 15.5million,15.5 million, 35.1 million, and 1.6millionrespectively[302].ThecompanyrecordedimpairmentstoPropertyandequipmentof1.6 million respectively[302]. - The company recorded impairments to Property and equipment of 1.0 million, 8.1million,and8.1 million, and 1.3 million, respectively, primarily related to closed O'Charley's stores[381]. Audit and Compliance - The Company expressed an unqualified opinion on its internal control over financial reporting as of December 31, 2024[301]. - The financial statements of Cannae Holdings were audited in accordance with PCAOB standards, ensuring reasonable assurance against material misstatement[304]. - The Company has been audited by Deloitte & Touche LLP since 2017, indicating a long-term relationship with the auditing firm[309]. - The financial statements present fairly the financial position of Cannae Holdings as of December 31, 2024, in conformity with U.S. GAAP[312]. Operational Changes and Strategies - The company closed 77 O'Charley's stores in 2023 as part of a strategy to renegotiate or terminate leases with unfavorable cash flow profiles[234]. - Cannae Holdings plans to focus on improving operational efficiency and exploring strategic partnerships for future growth[324]. - The management fee under the Third Amended Management Services Agreement will be reduced to a fixed amount of $7.6 million annually starting July 2, 2024[277].