Cannae Reports Fourth Quarter 2019 Results

LAS VEGAS–(BUSINESS WIRE)–Cannae Holdings, Inc. (NYSE:CNNE) (“Cannae” or the “Company”) today reported operating results for the three and twelve-month periods ended December 31, 2019.

Cannae successfully continues its plan of rationally monetizing legacy investments, making new investments, nurturing its core portfolio companies, and adding to our liquidity for future investment.

Highlights

• On November 14, 2019, Cannae received net proceeds of $265.4 million and recorded a gain of $188.8 million upon the closing of its sale of 5,000,000 shares of common stock of Ceridian HCM Holding Inc. (“Ceridian”) as part of an underwritten secondary public offering. For all of 2019, Cannae sold a total of 9,000,000 shares of Ceridian common stock for aggregate proceeds of $477.9 million resulting in book gains of $342.1 million.
• On December 6, 2019, Cannae completed a public offering of 7,475,000 primary shares of its common stock and received net proceeds of $236.0 million.
• On December 24, 2019, Cannae entered into an equity commitment with an investor group led by Thomas H. Lee partners, L.P., pursuant to which the group will acquire AmeriLife Group, LLC and Cannae will fund up to $125.0 million in equity. The transaction is expected to close in the first or second quarter of 2020.
• On December 31, 2019, we contributed our T-System business into a health care joint venture with an affiliate of The Carlyle Group. The joint venture includes T-System and two complimentary medical coding businesses purchased at closing with contributions from the other partners in the venture. At closing, Cannae received $75.4 million in cash and a 23% equity interest in the joint venture.
• As of December 31, 2019, holding company cash totaled $465.2 million, which together with the proceeds from our recent sale of Ceridian shares, provides ample capacity for future transactions.
• On January 30, 2020, Dun & Bradstreet (“D&B”) announced an amendment to its credit agreement that reduced the interest rate applicable to its $2,530 million term loan B facility by 100 basis points with a further 25 basis point step down upon completion of a public offering.
• On February 21, 2020, Cannae expects to close on the sale of an additional 3.9 million shares of Ceridian common stock for gross proceeds of $283.7 million.

Dun and Bradstreet

• For the quarter ended December 31, 2019, D&B generated total GAAP revenue of $432.7 million, a decrease of 3.2% compared to total GAAP revenue of $446.8 million in the fourth quarter of 2018. 2019 GAAP revenue includes a reduction of revenue recognized due to deferred revenue purchase accounting adjustments associated with D&B’s acquisition in February 2019.
• D&B’s 2019 fourth quarter Adjusted Revenue, a non-GAAP measure, was $475.2 million, an increase of 6.0% compared Adjusted Revenue of $448.2 million for the 2018 fourth quarter.
• For the quarter ended December 31, 2019, D&B generated total GAAP net loss of $263.4 million, a decrease of 439.8% compared to net earnings of $77.5 million in the 2018 fourth quarter.
• D&B’s 2019 fourth quarter Adjusted EBITDA, a non-GAAP measure, was $197.5 million, an increase of 18.1% compared to Adjusted EBITDA of $167.2 million for the fourth quarter of 2018.
• Adjusted EBITDA margin in the fourth quarter was 41.8% compared to 37.4% in the prior year fourth quarter.
• D&B management has successfully achieved approximately $208.0 million of annualized cost savings year to date through December 31, 2019, as part of D&B’s $200.0 million cost reduction plan.

“I am very pleased with the many successes that D&B achieved this past year highlighted by D&B’s team progress on strategic initiatives to enhance D&B’s financial performance including realigning the company’s management and sales operations, strengthening our core data assets while layering on more advanced analytical tools and capabilities and achieving improved adjusted EBITDA margins,” commented Chairman William P. Foley, II.

Ceridian

• Ceridian’s fourth quarter 2019 total revenue was $221.8 million, up 13.9% year-over-year, and, on a constant currency basis, total revenue was $223.0 million, up 12.1% year-over-year.
• Dayforce revenue of $158.7 million, was up 35.4% year-over-year, and up 35.7% on a constant currency basis. Excluding float revenue, Dayforce revenue of $147.7 million, up 37.5% year-over-year, and up 38.0% on a constant currency basis.
• Dayforce recurring revenue of $114.3 million, up 30.2% year-over-year, and up 30.3% on a constant currency basis.
• Adjusted EBITDA, a non-GAAP measure, of $44.4 million, up 6.2% year-over-year.

Mr. Foley continued, “Ceridian also continues to be an important platform for growth, as can be seen in their fourth quarter results where they reported 28.9% cloud revenue growth driven by a 25.8% increase in Dayforce global active users, both as compared to the year ago period. We remain optimistic about Ceridian’s business and their prospects for continued growth. That said, we continue to prudently rebalance our portfolio having sold 5 million Ceridian shares in the fourth quarter. As of February 21, 2020, Cannae owned 19.8 million shares of Ceridian, representing a 14% ownership stake, worth $1.49 billion based on Ceridian’s closing price of $75.20.”

Restaurant Group

• $271.3 million in total revenue and a pretax loss of $48.0 million for the fourth quarter, versus $298.5 million in total revenue and a pretax loss of $59.9 million in the fourth quarter of 2018.
• EBITDA of $(36.2) million for the fourth quarter, versus EBITDA of $(43.8) million in the fourth quarter of 2018.
• Adjusted EBITDA of $7.1 million for the fourth quarter, versus Adjusted EBITDA of $(12.1) million in the fourth quarter of 2018.
• In January 2020 we began a restructuring of American Blue Ribbons Holdings LLC (“Blue Ribbon”), which includes the Village Inn, Bakers Square and Legendary Baking concepts, and filed for voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (the “Blue Ribbon Reorganization”). In conjunction with the Blue Ribbon Reorganization, we closed 33 stores with historical operating losses.
• The restructuring has no impact on O’Charley’s LLC and 99 Restaurants LLC.

“The Blue Ribbon Reorganization will maximize the value of our restaurant assets with an attractive earnings and cash flow profile suitable for monetization,” commented Mr. Foley.

Liquidity

Mr. Foley continued, “Through Cannae’s sale of Ceridian shares and through stock offerings our liquidity remains strong. Cannae will be able to fund future transactions. Mr. Foley concluded, “We closed out 2019 accomplishing a great deal during our fourth quarter, highlighted by the accomplishments in all of our portfolio companies. Our pipeline of possible deals remains robust and we expect a full year of activity in 2020.”

Conference Call

As previously announced, Cannae will host a conference call February 21, 2020, to discuss its fourth quarter 2019 results at 12:00 pm (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 Fourth Quarter 2019 Earnings Call. A telephonic replay will be available approximately two 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 13698012. The telephonic replay will be available until 11:59 pm (Eastern Time) on February 28, 2020.

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 Holdings, Inc. (NYSE:CNNE) is a diversified holding company, led by William P Foley II, which boasts a strong track record of both operating and investing in a diverse range of assets. Cannae’s investment philosophy reflects Mr. Foley’s experience in completing more than 100 acquisitions over the past 30+ years and is based on a time tested acquisition and management playbook that has generated superior returns for shareholders. Cannae holds majority and minority equity investment stakes in a number of entities, including Ceridian HCM Holding Inc., The Dun & Bradstreet Corporation, 99 Restaurants Holdings, LLC, O’Charley’s LLC and Coding Solutions Topco, Inc. (inclusive of 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 for D&B, Ceridian, and Restaurant Group which we believe provides useful information to investors and ratings agencies regarding our affiliates’ results, operating trends and performance between periods.

D&B’s non-GAAP measures include adjusted revenue, adjusted earnings before interest, taxes and depreciation and amortization (adjusted EBITDA), and adjusted EBITDA as a percent of revenue (adjusted EBITDA margin). Adjusted results are non-GAAP measures that eliminate the impact due to purchase accounting application and divestitures, restructuring charges, equity based compensation, acquisition and divestiture-related costs (such as costs for bankers, legal fees, due diligence, retention payments and contingent consideration adjustments) and other non-core gains and charges that are not in the normal course of D&B’s business (such as gains and losses on sales of businesses, impairment charges, effect of significant changes in tax laws and material tax and legal settlements). In addition, D&B isolates the effects of changes in foreign exchange rates on revenue growth because it believes it is useful for investors to be able to compare revenue from one period to another, both after and before the effects of foreign exchange rate changes. The change in revenue performance attributable to foreign currency rates is determined by converting both D&B’s prior and current periods’ foreign currency revenue by a constant rate. As a result, D&B monitors adjusted revenue growth both after and before the effects of foreign exchange rate changes.

We present D&B’s adjusted revenue, adjusted EBITDA and adjusted EBITDA margin because D&B believes that these supplemental non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing D&B’s ongoing performance. D&B’s management regularly uses its supplemental non-GAAP financial measures internally to understand, manage and evaluate the business and make operating decisions. These non-GAAP measures are among the factors D&B management uses in planning for and forecasting future periods.

D&B’s non-GAAP adjusted revenue is defined as GAAP revenue adjusted to reflect the elimination of the effect on revenue due to a purchase accounting fair value adjustment to deferred revenue and to include an additional month of revenue in the first quarter of 2019 related to the lag reporting for D&B’s international operations, both associated with its Privatization, and revenue adjustment to exclude revenues related to divested and shut-down businesses (if any).

D&B’s adjusted EBITDA is defined as net income or loss excluding the following items: (i) dividends allocated to preferred stockholders; (ii) interest expense and income; (iii) other expenses or income; (iv) income tax benefit or provision; (v) equity in net income of affiliates; (vi) net income attributable to noncontrolling interests; (vii) depreciation and amortization; (viii) revenue and expense adjustments to include results for the period from January 8 to February 7, 2019, for the Predecessor related to the purchase accounting lag adjustment; (ix) deferred revenue purchase accounting adjustment; (x) revenue related to the divested and shut-down businesses (if any); (xi) other incremental or reduced expenses from the application of purchase accounting (e.g. commission asset amortization); (xii) equity-based compensation; (xiii) restructuring charges; (xiv) merger and acquisition related operating costs; (xv) operating costs related to the divested and shut-down businesses (if any); (xvi) transition costs primarily consisting of non-recurring incentive expenses associated with our synergy program; (xvii) legal reserve and costs associated with significant legal and regulatory matters; and (xviii) asset impairment.

D&B’s adjusted EBITDA margin is defined as its Adjusted EBITDA as a percentage of adjusted revenue after foreign exchange.

Ceridian uses certain non-GAAP financial measures including Adjusted EBITDA, Adjusted EBITDA margin and revenue on a constant currency basis. Ceridian believes that Adjusted EBITDA and Adjusted EBITDA margin non-GAAP financial measures, are useful to management and investors as supplemental measures to evaluate Ceridian’s overall operating performance. Adjusted EBITDA is a component of Ceridian’s management incentive plan and Adjusted EBITDA and Adjusted EBITDA margin are used by Ceridian’s management to assess performance and to compare its operating performance to its competitors.

Ceridian defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, and amortization, as adjusted to exclude net income (loss) from discontinued operations, sponsor management fees, non-cash charges for asset impairments, gain (loss) on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, share-based compensation expense and related employer taxes, severance charges, restructuring consulting fees, transaction costs, and other non-recurring charges.

Ceridian’s Adjusted EBITDA margin is determined by calculating the percentage Adjusted EBITDA is of total revenue.

Ceridian believes that Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted net income (loss) are helpful in highlighting management performance trends because Adjusted EBITDA and Adjusted EBITDA margin exclude the results of decisions that are outside the normal course of our business operations.

Our presentation of Ceridian’s Adjusted EBITDA and Adjusted EBITDA margin are intended as supplemental measures of Ceridian’s performance that are not required by, or presented in accordance with, GAAP. Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to operating profit (loss) or any other performance measures derived in accordance with GAAP, or as measures of operating cash flows or liquidity. Our presentation of Ceridian’s Adjusted EBITDA and Adjusted EBITDA margin should not be construed to imply that Ceridian’s future results will be unaffected by similar items to those eliminated in this presentation. Adjusted EBITDA and Adjusted EBITDA margin are included in this discussion because they are key metrics used by management to assess Ceridian’s operating performance.

Adjusted EBITDA and Adjusted EBITDA margin are not defined under GAAP, are not measures of net income (loss), operating profit (loss), or any other performance measures derived in accordance with GAAP, and are subject to important limitations. Ceridian’s use of the terms Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies in Ceridian’s industry and are not measures of performance calculated in accordance with GAAP.

Adjusted EBITDA and Adjusted EBITDA margin have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

We define Restaurant Group’s Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, and amortization, as adjusted to exclude non-cash impairment charges.

Any non-GAAP measures for D&B, Ceridian and Restaurant Group have important limitations as analytical tools and should be considered in context with the GAAP financial presentation and should be viewed in addition to and not be considered in isolation or as a substitute for analysis of results reported in accordance with GAAP. Further, D&B’s, Ceridian’s and Restaurant Group’s non-GAAP measures may be calculated differently from similarly titled measures of other companies in their respective industries. Reconciliations of these non-GAAP measures to related GAAP measures are provided below.

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; and risks and uncertainties related to the success of our externalization.

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.

Contacts

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

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