Cannae Reports Third Quarter 2018 Results with $1.09 Billion Book Value of Portfolio Company Investments, or $15.18 Per Share

LAS VEGAS–(BUSINESS WIRE)–Cannae Holdings, Inc. (NYSE:CNNE) (“Cannae” or the “Company”) today
reported operating results for the three and nine-month periods ended
September 30, 2018.

Highlights

  • The Company’s investment in Ceridian HCM Holding Inc. (NYSE:CDAY) is
    now worth $1.46 billion based on a closing price of $39.25 as of
    November 7, 2018.
  • On July 27, 2018, Lifeworks Corporation Ltd. was sold to Morneau
    Shepell for $325 million. Cannae received $49.8 million in cash
    proceeds and expects to receive an additional $6.6 million for its
    interest in the 4th quarter.
  • On August 1, 2018, Bob Wilhelm, an experienced healthcare services
    executive, was named T-System’s new Chief Executive Officer.
  • On August 8, 2018, Cannae entered into a definitive agreement in
    partnership with an investment consortium including CC Capital and
    Thomas H. Lee Partners to acquire Dun & Bradstreet (NYSE:DNB) in a
    transaction valued at $6.9 billion. Cannae’s commitment is $900
    million of the purchase price.
  • On November 6, 2018, the Company completed a restructuring of its
    Restaurant Group and now beneficially owns 65.4% of ABRH and 88.5% of
    99 Holdings.
  • On November 7, 2018, the Dun & Bradstreet stockholders voted to
    approve the merger transaction which remains on track to close no
    later than during the first quarter of 2019.
  • The Company has entered into non-binding commitments with various
    investors to syndicate $400 million of its total $900 million
    commitment to acquire Dun & Bradstreet equity. Cannae expects to
    retain the remaining $500 million of its commitment, representing
    approximately 25% equity ownership of Dun & Bradstreet, and to fund
    such amount through cash and borrowings available under the Company’s
    undrawn lines of credit.
  • On November 7, 2018, the Company entered into a margin loan agreement
    with various banks pursuant to which Cannae may borrow up to $300.0
    million at a rate of LIBOR plus an applicable margin (the “Margin
    Facility”). The Margin Facility is secured by 25.0 million shares of
    our holdings of Ceridian and matures 3 years from the closing date.
  • Total book value of portfolio company investments was $1.091 billion,
    or $15.18 per share, as of September 30, 2018 compared to total book
    value of $1.059 billion, or $14.95 per share, at December 31, 2017.

Ceridian

  • Dayforce revenue increased 35.7% to $111.7 million from $82.3 million
    in the third quarter of 2017
  • Cloud revenue, which includes both Dayforce and Powerpay, increased
    29.1% to $133.0 million from $103.0 million in the third quarter of
    2017
  • Total revenue, which includes revenue from both Ceridian’s Cloud and
    Bureau solutions, increased 9.8% to $179.6 million from $163.5 million
    in the third quarter of 2017
  • Excluding the effect of foreign currency fluctuations, Dayforce
    revenue increased 36.8% year-over-year, cloud revenue increased 31.2%
    year-over-year, and total revenue increased 11.4% year-over-year
  • Operating profit increased 200.0% to $15.3 million from $5.1 million
    in the third quarter of 2017. Pretax income from continuing operations
    was $6.5 million compared to a pretax loss from continuing operations
    of $16.8 million in the third quarter of 2017
  • Adjusted EBITDA increased 28.2% to $36.4 million from $28.4 million in
    the third quarter of 2017. Adjusted EBITDA margin increased to 20.3%
    from 17.4%, in the third quarter of 2017
  • 3,465 Dayforce customers were live on the platform at the end of the
    third quarter of 2018, up from 2,855 at the end of the third quarter
    of 2017

Restaurant Group

  • $269.3 million in total revenue and a pretax loss of $21.7 million for
    the third quarter, versus $270.0 million in total revenue and a pretax
    loss of $18.5 million in the third quarter of 2017
  • EBITDA of $(5.8) million and EBITDA margin of 0.0% for the third
    quarter, versus EBITDA of $(5.7) million and EBITDA margin of 0.0% in
    the third quarter of 2017
  • Same store sales decreased 0.7% in the third quarter, as Ninety Nine
    same stores sales increased by 5.9%, O’Charley’s declined by 4.7%,
    Village Inn declined by 1.2% and Bakers Square declined by 2.0%
  • On November 6, 2018, the Company completed a restructuring of its
    Restaurant Group whereby (i) 99 Holdings, the holding entity for 99
    Restaurants, assumed all obligations outstanding under the Company’s
    intercompany notes with American Blue Ribbons Holdings LLC (“ABRH”),
    (ii) Cannae exchanged $100 million of this debt for a direct 66.7%
    equity interest in 99 Holdings thereby leaving 99 Holdings with
    approximately $33 million of indebtedness under such notes, and (iii)
    the Company was paid a facilitation fee in the form of additional
    equity interests in the direct parent of ABRH. Following the
    restructuring, the Company now beneficially owns 65.4% of ABRH and
    88.5% of 99 Holdings

T-System

  • $14.1 million in total revenue and a pretax loss of $2.9 million for
    the third quarter of 2018
  • EBITDA of $3.0 million and an EBITDA margin of 21.3% for the third
    quarter of 2018

I am pleased with the progress that we achieved positioning Cannae to
deliver continued growth and value for our shareholders,” commented
Chairman William P. Foley, II. “During the quarter, Ceridian delivered
impressive results, highlighted by 29% cloud revenue growth driven by
the addition of 610 Dayforce customers from the year ago period. Cannae
currently owns 37,135,921 shares in Ceridian representing a 27%
ownership stake that is now worth $1.46 billion based upon Ceridian’s
closing price of $39.25 on November 7, 2018.”

Mr. Foley continued, “I am also very excited with our pending
acquisition of Dun & Bradstreet (NYSE:DNB) which we announced on August
8, 2018 in partnership with an investment consortium including CC
Capital and Thomas H. Lee Partners. The transaction, which is valued at
$6.9 billion, including the assumption of $1.5 billion of Dun &
Bradstreet’s net debt, was approved by Dun & Bradstreet’s stockholders
on November 7, 2018 and remains on track to close during the first
quarter of 2019. Additionally, we have entered into a non-binding
commitment with various investors to syndicate $400 million of our total
commitment. We expect to retain $500 million of our commitment,
representing approximately 25% equity ownership of Dun & Bradstreet.

Turning to our restaurant group, the industry backdrop remains
challenging for casual dining which has pressured results this quarter
as can be seen in the group’s modest same store sales decline. ABRH’s
management team continues to implement a broad range of initiatives
designed to reduce expenses, increase productivity, improve customer
satisfaction and drive traffic. We continue to see much opportunity to
expand margins, which currently lags peers and are a clear priority. One
highlight to note this quarter is our 99 Restaurant and Pub brand which
delivered a 5.9% increase in same store sales and continues to be a
standout in the group and the gem in our restaurant portfolio.
Importantly, we completed a restructuring of the group this past week
which has increased our ownership interest in the Restaurant Group to
65.4%, and, more importantly, in 99 Holdings to 88.5%.”

Mr. Foley concluded, “On August 1, 2018 we named Bob Wilhelm Chief
Executive Officer of T-System. Bob brings the right experience having
spent over twenty years in leadership positions in the technology
enabled healthcare services industry including notable market leaders
Cerner and Trizetto. Since coming onboard, Bob has initiated a
comprehensive strategic review of the business designed to produce
actionable initiatives to improve sales efficiencies and growth as well
profitability in both the documentation and coding divisions. Bob and
our team at Cannae are also actively reviewing potential acquisition
candidates to further enhance T-System’s capabilities while also
creating cross-sell opportunities.”

Conference Call

As previously announced, Cannae will host a conference call November 8,
2018, to discuss its third quarter 2018 results at 11:00 a.m. (Eastern
Time). The conference call can be accessed by dialing 1-877-407-0789
(domestic) or 1-201-689-8562 (international) and asking for the Cannae
Holdings Third Quarter 2018 Earnings Call. A telephonic replay will be
available approximately three hours after the call and can be accessed
by dialing 1-844-512-2921, or for international callers 1-412-317-6671
and providing the access code 13683594. The telephonic replay will be
available until 11:59 p.m. (Eastern Time) on November 15, 2018.

Interested investors and other parties may also listen to a simultaneous
webcast of the conference call by logging onto the investor relations
section of the Company’s website at http://investor.cannaeholdings.com/.
The online replay will remain available for a limited time beginning
immediately following the call.

About Cannae Holdings, Inc.

Cannae holds majority and minority equity investment stakes in a number
of entities, including Ceridian HCM Holding Inc., American Blue Ribbon
Holdings, LLC and T-System Holding LLC. More information about Cannae
can be found at www.cannaeholdings.com.

Use of Non-GAAP Financial Information

Generally Accepted Accounting Principles (GAAP) is the term used to
refer to the standard framework of guidelines for financial accounting.
GAAP includes the standards, conventions, and rules accountants follow
in recording and summarizing transactions and in the preparation of
financial statements. In addition to reporting financial results in
accordance with GAAP, the Company has provided non-GAAP financial
measures, which it believes are useful to help investors better
understand its financial performance, competitive position and prospects
for the future. These non-GAAP measures include earnings before
interest, taxes and depreciation and amortization (EBITDA), and earnings
before interest, taxes and depreciation and amortization as a percent of
revenue (EBITDA margin).

Ceridian’s adjusted EBITDA is defined as net income or loss before
interest, taxes, depreciation, and amortization, as adjusted to exclude
net income or loss from discontinued operations, sponsor management
fees, non-cash charges for asset impairments, gains or losses on assets
and liabilities held in a foreign currency other than the functional
currency of a company subsidiary, non-cash share-based compensation
expense, severance charges, restructuring consulting fees, and IPO
transaction costs. Adjusted EBITDA margin is determined by calculating
the percentage Adjusted EBITDA is of Total Revenue.

Any non-GAAP measures should be considered in context with the GAAP
financial presentation and should not be considered in isolation or as a
substitute for GAAP net earnings. Further, Cannae’s non-GAAP measures
may be calculated differently from similarly titled measures of other
companies. Reconciliations of these non-GAAP measures to related GAAP
measures are provided below.

Ceridian Adjusted EBITDA Reconciliation

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

2018     2017 2018     2017
(Dollar in millions)
Operating profit $ 15.3 $ 5.1 $ 31.3 $ 16.9
Depreciation and amortization 14.3   13.6   42.4   39.7  
EBITDA from continuing operations 29.6 18.7 73.7 56.6
Sponsorship management fees 0.5 12.0 1.5
Intercompany foreign exchange loss (gain) 0.3 4.1 (2.5 ) 7.0
Share-based compensation 4.8 4.3 19.5 12.8
Severance charges 1.1 0.8 4.1 4.3
Restructuring consulting fees 0.6 3.1
IPO transaction costs     3.7    
Adjusted EBITDA $ 36.4   $ 28.4   $ 113.6   $ 82.2  
 

Cannae accounts for its investment in Ceridian using the equity method
of accounting; therefore, its results do not consolidate into the
Company’s. As prescribed by relevant accounting standards, the Company
recognizes its proportionate share of Ceridian’s net earnings or loss in
earnings from equity investees in the tables that follow. See the
Company’s Annual Report on Form 10-K for further information on the
Company’s accounting for its investment in Ceridian.

Forward-Looking Statements and Risk Factors

This press release contains forward-looking statements that involve a
number of risks and uncertainties. Statements that are not historical
facts, including statements regarding our expectations, hopes,
intentions or strategies regarding the future are forward-looking
statements. Forward-looking statements are based on management’s
beliefs, as well as assumptions made by, and information currently
available to, management. Because such statements are based on
expectations as to future financial and operating results and are not
statements of fact, actual results may differ materially from those
projected. We undertake no obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise. The risks and uncertainties which forward-looking statements
are subject to include, but are not limited to: changes in general
economic, business and political conditions, including changes in the
financial markets; our potential inability to find suitable acquisition
candidates, acquisitions in lines of business that will not necessarily
be limited to our traditional areas of focus, or difficulties in
integrating acquisitions; significant competition that our operating
subsidiaries face; compliance with extensive government regulation of
our operating subsidiaries; risks associated with our split-off from
Fidelity National Financial, Inc., including limitations on our
strategic and operating flexibility related to the tax-free nature of
the split-off and the Investment Company Act of 1940; our ability,
together with the investment consortium, to close the acquisition of Dun
& Bradstreet, including our ability to fund and/or sell down our equity
commitment pursuant to the definitive agreements entered into in
connection therewith.

This press release should be read in conjunction with the risks detailed
in the “Statement Regarding Forward-Looking Information,” “Risk Factors”
and other sections of the Company’s Form 10-Q,10-K and other filings
with the Securities and Exchange Commission.

 

CANNAE HOLDINGS, INC.

THIRD QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)

    Consolidated    

Restaurant
Group

    T-System    

Corporate
and Other

Three Months Ended
September 30, 2018
Restaurant revenue $ 269.3 $ 269.3 $ $
Other operating revenue 24.2     14.1   10.1  
Total operating revenue 293.5 269.3 14.1 10.1
 
Cost of restaurant revenue 244.5 244.5
Personnel costs 30.6 12.3 8.0 10.3
Depreciation and amortization 16.7 11.8 4.5 0.4
Other operating expenses 27.6   15.9   3.1   8.6  
Total operating expenses 319.4 284.5 15.6 19.3
 
Operating loss $ (25.9 ) $ (15.2 ) $ (1.5 ) $ (9.2 )
 
Interest and investment income $ 1.6 $ $ $ 1.6
Interest (expense) income (0.4 ) (4.1 ) (1.4 ) 5.1
Realized gains and losses 11.3   (2.4 )   13.7  
Total other income (expense) 12.5 (6.5 ) (1.4 ) 20.4
 
(Loss) earnings before tax $ (13.4 ) $ (21.7 ) $ (2.9 ) $ 11.2
 
Income tax benefit $ (1.1 ) $ $ (0.7 ) $ (0.4 )
Earnings from equity investees 3.8 3.8
Non-controlling interests (9.6 ) (9.8 ) (0.1 ) 0.3  
 
Net earnings (loss) attributable to Cannae common shareholders $ 1.1 $ (11.9 ) $ (2.1 ) $ 15.1
 
EPS attributable to Cannae common shareholders – basic $ 0.02
EPS attributable to Cannae common shareholders – diluted $ 0.02
 
Cannae weighted average shares – basic 71.6
Cannae weighted average shares – diluted 71.6
 
(Loss) earnings before tax $ (13.4 ) $ (21.7 ) $ (2.9 ) $ 11.2
 
Interest (expense) income $ (0.4 ) $ (4.1 ) $ (1.4 ) $ 5.1
Depreciation and amortization 16.7   11.8   4.5   0.4  
 
EBITDA $ 3.7 $ (5.8 ) $ 3.0 $ 6.5
EBITDA margin 1.3 % % 21.3 % 64.4 %
 
           

CANNAE HOLDINGS, INC.

THIRD QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)

Consolidated

Restaurant
Group

Corporate
and Other

Three Months Ended
September 30, 2017
Restaurant revenue $ 270.0 $ 270.0 $
Other operating revenue 11.3     11.3  
Total operating revenue 281.3 270.0 11.3
 
Cost of restaurant revenue 242.9 242.9
Personnel costs 18.7 13.4 5.3
Depreciation and amortization 11.9 11.2 0.7
Other operating expenses 28.6   19.4   9.2  
Total operating expenses 302.1 286.9 15.2
 
Operating loss $ (20.8 ) $ (16.9 ) $ (3.9 )
 
Interest and investment income $ 1.6 $ $ 1.6
Interest expense (1.8 ) (1.6 ) (0.2 )
Realized gains and losses (0.2 )   (0.2 )
Total other (expense) income (0.4 ) (1.6 ) 1.2
 
Loss before tax $ (21.2 ) $ (18.5 ) $ (2.7 )
 
Income tax benefit $ (2.6 ) $ $ (2.6 )
Loss from equity investees (6.1 ) (6.1 )
Non-controlling interests (8.1 ) (8.3 ) 0.2  
 
Net loss attributable to Cannae common shareholders $ (16.6 ) $ (10.2 ) $ (6.4 )
 
EPS attributable to Cannae common shareholders – basic $ (0.24 )
EPS attributable to Cannae common shareholders – diluted $ (0.24 )
 
Cannae weighted average shares – basic 70.6
Cannae weighted average shares – diluted 70.6
 
Loss before tax $ (21.2 ) $ (18.5 ) $ (2.7 )
 
Interest expense $ (1.8 ) $ (1.6 ) $ (0.2 )
Depreciation and amortization 11.9   11.2   0.7  
 
EBITDA $ (7.5 ) $ (5.7 ) $ (1.8 )
EBITDA margin % % %
 
 

CANNAE HOLDINGS, INC.

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)

    Consolidated    

Restaurant
Group

    T-System    

Corporate
and Other

Nine Months Ended
September 30, 2018
Restaurant revenue $ 819.3 $ 819.3 $ $
Other operating revenue 72.0     47.4   24.6  
Total operating revenue 891.3 819.3 47.4 24.6
 
Cost of restaurant revenue 725.4 725.4
Personnel costs 145.0 35.3 25.4 84.3
Depreciation and amortization 46.9 33.2 12.8 0.9
Other operating expenses 73.9   49.7   10.5   13.7  
Total operating expenses 991.2 843.6 48.7 98.9
 
Operating loss $ (99.9 ) $ (24.3 ) $ (1.3 ) $ (74.3 )
 
Interest and investment income $ 4.5 $ $ $ 4.5
Interest (expense) income (3.6 ) (11.6 ) (2.9 ) 10.9
Realized gains and losses 77.8   (1.0 )   78.8  
Total other income (expense) 78.7 (12.6 ) (2.9 ) 94.2
 
(Loss) earnings before tax $ (21.2 ) $ (36.9 ) $ (4.2 ) $ 19.9
 
Income tax benefit $ (2.3 ) $ $ (1.3 ) $ (1.0 )
(Loss) earnings from equity investees (16.9 ) 0.1 (17.0 )
Non-controlling interests (16.4 ) (16.6 ) (0.1 ) 0.3  
 
Net (loss) earnings attributable to Cannae common shareholders $ (19.4 ) $ (20.2 ) $ (2.8 ) $ 3.6
 
EPS attributable to Cannae common shareholders – basic $ (0.27 )
EPS attributable to Cannae common shareholders – diluted $ (0.27 )
 
Cannae weighted average shares – basic 71.1
Cannae weighted average shares – diluted 71.1
 
(Loss) earnings before tax $ (21.2 ) $ (36.9 ) $ (4.2 ) $ 19.9
 
Interest (expense) income $ (3.6 ) $ (11.6 ) $ (2.9 ) $ 10.9
Depreciation and amortization 46.9   33.2   12.8   0.9  
 
EBITDA $ 29.3 $ 7.9 $ 11.5 $ 9.9
EBITDA margin 3.3 % 1.0 % 24.3 % 40.2 %
 
 

CANNAE HOLDINGS, INC.

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)

    Consolidated    

Restaurant
Group

   

Corporate
and Other

Nine Months Ended
September 30, 2017
Restaurant revenue $ 830.4 $ 830.4 $
Other operating revenue 21.7     21.7  
Total operating revenue 852.1 830.4 21.7
 
Cost of restaurant revenue 727.7 727.7
Personnel costs 79.2 39.1 40.1
Depreciation and amortization 34.9 32.9 2.0
Other operating expenses 72.8   50.5   22.3  
Total operating expenses 914.6 850.2 64.4
 
Operating loss $ (62.5 ) $ (19.8 ) $ (42.7 )
 
Interest and investment income $ 3.9 $ $ 3.9
Interest expense (5.2 ) (4.8 ) (0.4 )
Realized gains and losses 4.9     4.9  
Total other income (expense) 3.6 (4.8 ) 8.4
 
Loss before tax $ (58.9 ) $ (24.6 ) $ (34.3 )
 
Income tax benefit $ (27.0 ) $ $ (27.0 )
(Loss) earnings from equity investees (16.3 ) 0.1 (16.4 )
Earnings from discontinued operations, net of tax 147.7 147.7
Non-controlling interests (10.8 ) (11.0 ) 0.2  
 
Net earnings (loss) attributable to Cannae common shareholders $ 110.3 $ (13.5 ) $ 123.8
 
EPS attributable to Cannae common shareholders – basic $ 1.56
EPS attributable to Cannae common shareholders – diluted $ 1.56
 
Cannae weighted average shares – basic 70.6
Cannae weighted average shares – diluted 70.6
 
Loss before tax $ (58.9 ) $ (24.6 ) $ (34.3 )
 
Interest expense $ (5.2 ) $ (4.8 ) $ (0.4 )
Depreciation and amortization 34.9   32.9   2.0  
 
EBITDA $ (18.8 ) $ 13.1 $ (31.9 )
EBITDA margin

%

1.6 % %
 
 

CANNAE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS AND ADJUSTED BOOK VALUE
SUMMARY

(In millions)

       

September 30,
2018

December 31,
2017

in millions (Unaudited) (Unaudited)
Current assets:
Cash and cash equivalents $ 57.8 $ 245.6
Equity securities 17.7
Other current assets 194.6   86.9  
 
Total current assets $ 252.4 $ 350.2
 
Ceridian equity investment $ 413.9 $ 383.9
Other equity method investments 37.0 41.0
Property and equipment, net 186.0 218.8
Software & intangible assets 194.6 214.5
Goodwill 197.2 202.7
Other non-current assets 83.6   76.1  
Total assets $ 1,364.7 $ 1,487.2
 
Current liabilities:
A/P & other current liabilities $ 118.8 $ 127.6
Notes payable, current 0.5   122.2  
 
Total current liabilities $ 119.3 $ 249.8
 
Notes payable, non-current $ 11.6 $ 12.7
Other non-current liabilities 61.3   71.6  
Total liabilities $ 192.2 $ 334.1
 
Additional paid in capital $ 1,157.4 $ 1,130.2
Retained earnings 1.2 0.2
Accumulated other comprehensive loss (67.5 ) (71.0 )
Non-controlling interests 81.4   93.7  
Cannae shareholder’s equity $ 1,172.5   $ 1,153.1  
 
Total liabilities and equity $ 1,364.7 $ 1,487.2
 
 
Adjusted Book Value Summary September 30,
2018
December 31,
2017
(Unaudited) (Unaudited)
Ceridian $ 422.2 $ 398.5
LifeWorks Receivable 50.6
American Blue Ribbon Holdings 222.5 109.9
T-System 201.7 204.6
Del Frisco’s Restaurant Group 17.7
Holding company cash and short-term investments 71.0 215.4
Other 123.1   113.3  
Cannae Book Value $ 1,091.1 $ 1,059.4
Outstanding Cannae shares 71.9 70.9
Cannae Book Value per Share $ 15.18 $ 14.95

Contacts

Solebury Trout
Jamie Lillis, Managing Director
203-428-3223
jlillis@soleburytrout.com

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