Cannae Holdings Inc

NYSE:CNNE

Earnings Call Analysis

Cannae Holdings Earnings Call Highlights

During the earnings call, Cannae Holdings discussed taking a noncash impairment charge for Paysafe to align with market value, a step repeated in the past. Private investments were generally comfortable, with the cost and value around $50 million across several smaller investments. One recent deal was highlighted as a standout, acquired for a third of its liquidation value, with an $84 million investment, CSI, growing 8-9% in top-line revenue and expanding margins. A notable capital raise amounted to $25 million for BKFC, part of a larger $62 million effort with involvement from Cannae amid operational expansions. Executives invited interested parties to arrange further discussions post-call, demonstrating a willingness for investor engagement.

Commercial Success and Strategic Capital Raise at Black Knight

This quarter's financial narrative starts with promising news from Black Knight Football, where commercial revenues surged by approximately 30% compared to the previous year. This increase is testament to the new sponsorship deals, enhanced hospitality services, and improved ticket sales orchestrated by Jim and his team. To further improve the squad, capital has been injected both toward player investments and contractual retainment to maintain the team's competitive and financial prowess. Notably, a strategic capital raise added over $60 million to Black Knight's finances, showcasing investors' confidence in the team's trajectory.

Share Buyback Strategy and Portfolio Management

In the realm of portfolio management, Cannae Holdings has taken a conservative stance on new investments, emphasizing instead a strategy focused on share buybacks. By adhering to legal constraints and utilitarian use of tax assets, the company is poised to accelerate the buyback program. Additionally, share buybacks are being employed judiciously to maximize capital loss carryforwards, which are integral to the corporate tax strategy. A quick look at the math suggests a potential buyback capacity of about 10% per quarter if market conditions permit, indicating a significant reduction in shares outstanding over time.

Operational Resilience in the Restaurant Segment

Despite a challenging environment for mergers and acquisitions within the restaurant sector, Cannae has been hard at work restructuring its holdings in this space. A focused divestiture and rationalization strategy have been employed, with plans to reduce to a smaller, cash-positive portfolio. Current hopes aim for a post-restructuring EBITDA of $15 to $20 million annually for the combined restaurant group, including O'Charley's and 99, once the operational optimizations take full effect.

Book Value Adjustment and Valuations Insight

The accounting team has been prudent with valuations, particularly a noncash impairment charge taken to align the book value of System1 with its reduced market valuation. Similar adjustments have occurred in the past with other portfolio companies, like Paysafe, ensuring the company's valuations reflect market realities. Current private investment valuations, while not enormous, stand at a comfortable level with anticipated positive outcomes.

Outlook for Black Knight Fighting Championship (BKFC) and Bournemouth

BKFC's recent capital raise was two-fold: securing talent acquisitions and providing a safety net for potential opportunities. Bringing in institutional investors such as Ryan Sports Ventures aligns with a long-term vision for growth and enhanced performance in sporting ventures. For AFC Bournemouth, the revenue mix is a balanced coordination between operating revenues and supplementary holdco capital to fund player transactions—a sustainable model that's expected to evolve into being entirely self-sufficient.

Investment Horizon and Future Strategy

Looking ahead, Cannae signifies its flexibility regarding its investment in Black Knight, dismissing the necessity to maintain a specific ownership percentage. With an investment timeline of 5 to 7 years, the expectation is to effectively run, enhance, and eventually divest the business. This fluid approach to investment management illustrates a dynamic strategy, adapting to the changing needs of the company's expansive portfolio.

Closing Remarks of the Conference

The conference concludes with an open invitation from Cannae Holdings' executives for further dialogue, emphasizing their approachability and readiness to engage with interested parties. Investors are encouraged to explore these conversations as a means to gain deeper insights into the company's strategic decisions and future prospects.

Earnings Call Transcript 2023-Q3

[Operator]

Good afternoon, ladies and gentlemen, and welcome to the Cannae Holdings Inc. Third Quarter 2023 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded, and a replay is available through 11:59 p.m. Eastern Time on November 14, 2023.

With that, I would like to turn the call over to Jamie Lillis of Solebury Communications. Please go ahead.

[Jamie Lillis]

Thank you, operator, and all of you for joining us this afternoon. On the call today, we have our Chief Executive Officer, Rick Massey; Cannae's President, Ryan Caswell; and Bryan Coy, our Chief Financial Officer.

Before we begin, I would like to remind listeners that this conference call and the Q&A following our remarks may contain forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about Cana's 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. The company undertakes 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, the risks and other factors detailed in our quarterly shareholder letter, which was released this afternoon and in our other filings with the SEC.

Today's remarks will also include references to non-GAAP financial measures. Additional information, including reconciliation between non-GAAP financial information that the GAAP financial information is provided in our shareholder letter.

I would now like to turn the call over to Cannae's CEO, Rick Massey.

[Richard Massey, executive]

Thanks, Jamie, and thanks, everyone, for joining us on our third quarter conference call. As Jamie mentioned, Bryan Coy, our CFO; Ryan Caswell, our President, they're both here with me. I want to remind you that we file on line 2 things, one of which is our shareholder letter, which we filed about half an hour ago, an hour ago or so, that's got a much more detailed discussion of our various portfolio companies, cash position, et cetera. And secondly, we have -- we filed a -- Bryan, dutifully file some of the parts, which essentially is our net asset value per investment and then broken down on a per share basis -- per Cannae share basis. We do that on a month on a monthly basis. So you -- if that's right?

[Bryan Coy, executive]

Yes, yes.

[Richard Massey, executive]

So we -- those -- I recommend you check in on those, you'll get really more than I can tell you on this short phone call. So I'll be brief since all that information is out there public. We still believe that stock is our -- our own stock is our best investment with our precious capital. We -- as you may have noted from our shareholder letter, our buyback authority was replenished by our Board a couple of weeks ago. And so we have over -- well over 10 million shares of authority. We bought back 2.7 million shares in the third quarter, which turns out to be about roughly 4% of the company in that 3-month period of time.

And since we started our little journey on buybacks, we bought back almost 1/4 of the company and -- with about $0.5 billion. And we have no reason to discontinue that operation. As I said, everything based on what we see out there, we don't see anything better than buying back our own stock. It's hard to turn down a double essentially on liquidation value with your -- that hits you and that's there instantly.

I'll just mention a couple 3 portfolio companies in alphabetical order, Alight light had a really, really good quarter, 8.4% revenue growth which excited the market. The 26% BPaaS growth, that's their sort of comprehensive enterprise offering that is really selling well and providing increasing margins to Alight. For those of you who are cash flow nerds like me the most promising and encouraging news out of Alight was that they spiked their -- they grew their EBITDA margin by about 175 basis points to nearly 20%, which is really good. And in my opinion, and they blew it out on cash flow. Their cash flow was a multiple of cash flow over the corresponding quarter. So they're finally getting the benefit of this restructuring that they're doing and the automation that's embedded within the movement of employees from call centers to mobile.

Stephane mentioned on his earnings call that in the Q&A, he mentioned that they were able to -- they're handling hundreds of thousands more, I don't recall the precise number, hundreds to maybe 1 million more employees during this enrollment period and yet the calls and the number of call center people is flat. Their mobile uptake has tripled over the past year -- over last year's enrollment period. So this is right up the plan. You're starting to see the benefits of automation. The company's humming. The stock is way depressed, not for any reason other than the fact that there is a overhang. And when that certain private equity firm is sold, they've sold it they've really crashed the stock afterwards.

We don't know where they are. They've gone off the board. They don't report their ownership anymore. They're below 10%. But we are certainly hoping that we see some excess volume there. So we're hoping that that's then moving out of the stock and maybe they'll be out shortly.

D&B is another one that's woefully undervalued on the -- this morning, I did the math. They're trading at about a 40% discount to peer multiples despite the fact that they're growing in line with peers. And revenue-wise, they grew 5.8% on a -- before FX basis and the third quarter revenues -- over third quarter of 2022. And their margin expanded a little bit, and they are able to delever a little bit. So they have -- they do have a little bit too much leverage. We ought to be thinking about strategies to reduce that as we -- Alight had a little bit too much leverage. And we're thinking about trying to come up with some strategies to help delever those businesses that we think will help. At least it will give them some buyback power.

So Ceridian as usual, just knocked that apart for the third quarter. I'll just note that UBS, I just was handed a report, UBS just picked up both -- I got it right here. This pick Kevin who was covering Alight at CS moved to UBS and just initiated on Alight, and Ceridian $10 price target on Alight and an $87 price target on Ceridian. So obviously pretty bullish on those.

I'm going to turn it over to Bryan to talk about a handful of things.

[Bryan Coy, executive]

Sure. I wanted to briefly Mats referred to what we put out there monthly, just to demonstrate the discount in our net asset value. We started the year with an aggregate net asset value of $2.7 billion, which was about a 43% discount where our stock was at the time. We were trading at $20.65. And as of today, we're still at a $2.3 billion aggregate net asset value against our stock price $17.80. So that comes out to [ 31.79 ] intrinsic value per Cana shares or 44% discount. So the discount has remained rather steady while we have been dutifully continuing to buy our shares down month after month after month, that you'll notice a little bit of a decrease in that aggregate fair value, reflecting some of that we've sold off 20%, another 20% of our Ceridian shares.

We've taken a couple of hits on Fair marks. System1 Dunn Bradstreet, all those are fair valued every month, and they're and tied to the stock price. This month, in particular, we even took a further write-down for book on System1, reflecting the market's opinion of the stock at the time. And we also took a rather large mark on site line I'll talk about that one briefly. We discussed on our second quarter earnings call that sight lines had a lot of challenges lately, ease and sign up for the act, acceptance rates from processors. Product rollout has definitely been slower than anticipated, acceptance and rollout to other major strip operators all those have kind of factored into a lot of their challenges. And in late Q3, we further questioned their plans and timings. And as a result, engage a third-party prepare evaluation of sight line. That resulting valuation range was well below Cannae's recorded book value as well as the fair value mark from a third-party investor from late 2022.

And accordingly, we recorded about a $70 million impairment to its book value and reduced the fair value by another $157 million on some of the parts. So the fact that we're still holding at $2.3 billion and a 44% discount has been pretty steady and Validus continuing to buy our own stock.

Ryan?

[Richard Massey, executive]

We're going to turn it over to Ryan?

[Ryan Caswell, executive]

Yes. I'll just quickly touch on Black Knight football. We've continued to make good progress over the quarter, year-to-date. Commercial revenues are up about 30% year-over-year, which shows what Jim and some of the new hires have been doing to both increase the sponsorship, increase hospitality, increase ticketing. That's positive. We also invested in some players as well as refine some of our kind of top players to keep the kind of the contract value and the financial value of those players over time. Lastly, we did raise a little bit of capital at Black Knight. Can I contributed about $25 million. We had third parties in the remainder. So it was about -- we raised a little over $60 million in the quarter.

[Richard Massey, executive]

With that, we'll -- operator, we'll turn it over to questions.

[Operator]

[Operator Instructions] And the first question comes from Ian Zaffino of Oppenheimer.

[Ian Zaffino, analyst]

So I wanted to ask you as far as just kind of philosophy here of the company. Are we going to see new investments on the horizon? Or what's kind of your thoughts on investments maybe selling down DMB, given kind of how big it is in your portfolio? And at what point does it maybe make sense just kind of collects the structure here instead of this buying back shares, buying back shares, how would just return everything to shareholders?

[Richard Massey, executive]

Okay. Great questions all. I'll see if I can deal with those generally. As I said, we are not -- if I haven't said this, I'll say it today, we're not actively looking, nor have we been shown any interesting investments. We're not actively looking for investments. We are on a path to buy back our shares within the amounts -- within the limits provided by law. The -- and yes, you say we -- it would be stupid and probably not even legal for us to telegraph what we're going to do with our publicly traded portfolio companies and our ownership there. But there are shares that we own that are below basis -- so far below our basis that will never catch up. And those would make really nice tax harvesting structure offsets as well as giving us some cash to do more buybacks. So I'll let you go do the math on our portfolio. But I don't think I should get in much more detail about that.

As to the collapsing of the structure and so forth, a, it's very tax inefficient to do it that way; b -- and a couple of reasons for that. the main reason being that if we buy back more than a certain number of shares then we lose the availability of our capital loss carryforwards and carrybacks. And so theoretically, we have some capital losses today and repack to prior periods. And we're thinking about this, reach back to prior periods and get a refund for taxes that we paid in prior years. If we were to have bought back over a 3-year period, a control of the company, then we -- the availability of those carryforwards are -- they're not going to be available to be severely limited. That -- we are a C-corp. So we -- those losses are important to avoiding sort of a double tax on distribution of assets. So we can't go a lot faster than we're going and preserve these very valuable tax assets. So except over time, our ability to buy is volume limited. Our daily volume can increase as we buy back more. And it's sort of snowballs and we'll be able to accelerate our buybacks as we continue to do this. I think our -- it's 25% of our average daily trading volume. Our average daily trading volume is about 425,000 shares-ish. So -- and over time, we plan on it creeping up. So does that make -- does any of that make sense? We've had quite a few people come and say, why don't you just liquidate the thing and distribute the proceeds, well, that's taxable to you. That's in rig -- and it would be taxable to us if we liquidate something for a game. So we at least would like to not have a gain on the corporate -- on the C-Corp side. So hopefully, that makes sense.

[Ian Zaffino, analyst]

Yes. And then as far as maybe even raising more cash for even more buybacks, how do you think about Charlie and 99...

[Richard Massey, executive]

We think about bring us a bit. If you -- it would love for Oppenheimer to be in the restaurant business, Ian. So I don't mean to be cute about it. We -- 99 is okay, restaurant chain. O'Charley's drinks cash. We're in a workout sort of move to get down to a small number of restaurants that are going to generate cash and we're going to sell all our fee property if we haven't already sold it, get out of a bunch of leases. But if you look around, there aren't -- there's not a lot of M&A going on in restaurants, and consumer discretionary in general. So we'd love to get a bid. We've actually entertained a few, got a little bit down the road. There have been a couple of kind of roll-up, I don't know if you call it, it's just very acquisitive companies out there buying brands, they're not doing it anymore. So -- yes, look, we tried to sell our System1, but it's just there's not a market in it. We're looking for cash in every possible spot.

[Ian Zaffino, analyst]

Okay. I guess just one more. We're talking about O'Charley. What kind of EBITDA do you think that could eventually generate? Or how do we actually [indiscernible] Yes, restructuring.

[Bryan Coy, executive]

I think, Ian, it's Bryan. I mean post restructuring, the combined restaurant group can do $15 million, $20 million a year annualized after you've gotten out of all these negative cash flow.

[Richard Massey, executive]

That includes 99?

[Bryan Coy, executive]

Yes, that includes 99. That's the whole group. I mean, they closed including a couple of one-offs for 99. They've closed almost 80 stores in the last year, and most of them were the negative cash flow one. So they've done a lot of work rationalizing that to get out of the real stinkers. And then get that into the ones that are performing better.

[Operator]

The next question comes from Kenneth Lee of RBC Capital Markets.

[Kenneth Lee, analyst]

In terms of the book value impairment for System1. Could you just get into a little further detail in terms of what that was based on? What was just simply based on the share price trading below a certain level? Just wanted to see what triggered that.

[Bryan Coy, executive]

Sure. Ken, this is Bryan. It was a prolonged market value below where our recorded book value was. We usually will take down our -- our equity method investment by the amount of their losses each quarter, but the market actually put a lower value on it than we had even in losses. So we mark all of our public ones effectively. If they get below our book value for an extended period of time, we end up taking a noncash impairment charge to bring them down to the aggregate market value of our investments.

[Richard Massey, executive]

We did that with Paysafe.

[Bryan Coy, executive]

Yes. We did that with Paysafe, a couple of times in the past as well.

[Kenneth Lee, analyst]

Okay. Okay. Got you. Very helpful there. And then in terms of the private investment valuations, as you look across the rest of the portfolio, and it looks as if you did some third-party valuation for the sideline investment, how do you think about the rest of the private investments and their valuations?

[Bryan Coy, executive]

I don't think there's anything in there that we're not comfortable with, Ken. The numbers are not very big, as you can tell by the summer parts, I think the cost and value of everything else is sitting in the $50 million range, and that's made up of about half a dozen or so smaller investments. The only other one we have talked about like in and that was $50 million. We just got into that one. So I think that one is going to definitely be...

[Richard Massey, executive]

We paid 1/3 of liquidation value for So it was sort of an exception to that we don't see a better deal out there because it was just such a screaming a purchase. And the CSI is $84 million investment. We're not in the lead on that. It's doing well, growing about 8% or 9% top line. Expanding margins in all the stuff you'd expect a company to do, that's going to do fine. But there's no liquidity event for that. We just bought it last -- what summer -- 1 year, 1.5 years ago.

[Kenneth Lee, analyst]

Got you. Very helpful there. And then just one follow-up. I think in the prepared remarks, you briefly mentioned that there was a $25 million capital raise for BKFC where can I participated. Could you just talk a little bit more about what the capital raise is for and the potential longer-term outlook for there?

[Bryan Coy, executive]

Yes. So we raised about $62 million for BKFC, about $25 million of that was Cannae. There were some incremental opportunities to acquire some players as well as some opportunistic capital. So we brought in -- we brought in Ryan Sports Ventures, who's an institutional investor that owns other teams and other sports properties. And we think they can be helpful as a longer-term partner. So this was -- so it's a bit -- we got some additional players that we weren't -- that I'd say kind of we're a little bit outside of where we thought as well as we want opportunistic capital for the business going forward.

[Kenneth Lee, analyst]

Got you. Got you. And if I could just follow up on that one. Remind me again, in terms of the -- for AFC born with, when it comes to the transfer budget, is the source of the funding capital from BKFC, I just wanted to get a little bit more details around that.

[Bryan Coy, executive]

It's a mix of -- it's a mix of basically being funded with the operating revenues of the business. And then in certain instances, we may put in additional capital to try and fund incremental player or additional players. So it's kind of a mix. I think going forward, we hope that it will be -- it will all be funded internally as we start to sell some players. But today, it's kind of a mix of revenue from the business as well as kind of what I'll call holdco capital.

[Operator]

[Operator Instructions] Our next question will come from John Campbell of Stephens Inc.

[John Campbell, analyst]

Rick, thanks for all the details on the buybacks. It sounds like you guys have definitely done all of your homework and you know exactly what you can and can't do. So no more questions there for us. We'll leave it at buybacks just basically continue to be a major focus for you guys. I think it's probably a fair statement. But on...

[Richard Massey, executive]

Let me just say so, at some point, our volume limits are going to permit us to buy back. So let me just do some rough math, and I'm not making promises. But if we were to buy back or a maximum, which would be roughly 100,000 shares a day, 200,000 -- I'm sorry, 20 million, say, 200 trading days a year, which is probably a little high. Let's call it, 20 million shares. I mean, that gets you down to 50 million and continuing down our buybacks, you're going to buy back maybe 10% a quarter if you keep those volume levels up. So we're -- Ian asked earlier, can you go faster? If we keep going on this path, we're going to go faster.

[John Campbell, analyst]

Right. Makes a lot of sense. I mean it seems like over the commentary from fully at your Investor Day 2 years ago, you buy it back to the last year -- right. It sounds like you guys are kind of living up to that for sure. But on Board mouth, just looking at the season thus far, I'm curious if you guys are starting to see the benefits from any of the operational improvements you guys have put in place? And Ryan, I know you talked to the overall BKF revenues being up 30%. So maybe if you could isolate 1 million in terms of , I don't know what the key metrics are if it's revenue from match, average attendance, sponsorships, whatever you guys kind of look at? How are those metrics trending for you guys?

[Ryan Caswell, executive]

Yes. So the -- I think on the business side and the commercial side, we've done really well. I think we are -- as we've talked about before, we're a bit constrained by just overall stadium. But Jim and the team have done a great job of increasing I'd say the 3 things or they're sticking, there's what I'll call hospitality, and then there's basically kind of broader sponsorship in commercial. And so in each of those categories were up a good amount, and ticketing were up probably north of 10%. And that's just on -- you obviously can't -- stadium on the fixed side. So that's just on price increases. On hospitality, I would guess we're probably up close to 40% there. That's a combination of both price increases as well as converting parts of the stadiums that were non-revenue generating areas to revenue generating areas. And in sponsorship, we're up a similar amount. And that's really from both pushing price on the existing sponsors as well as basically going out and finding new sponsors. They've changed the model around how they're looking at the regional sponsors versus more national or international sponsors and where they're getting signage within the stadium. So the team has done a really good job around all of that. So we're very happy there. And so we feel good about that part of the business, and we'll look -- we hope the on-field performance follows suit.

[John Campbell, analyst]

Okay. That's helpful. And then you're kind of balancing, you're almost tipping the line on majority of investment there, 48% now. Moving forward, I don't know if you guys have tended or pegged out kind of an investment cycle or if you're looking to inject further capital over the next couple of years, but are we assuming that -- are you guys assuming that you'll continue to have a minority position any time you raise from here you'll do it alongside others, and you'll kind of keep that minority position?

[Richard Massey, executive]

No, we're not planning on retaining this percentage necessarily. It's not hard as coded. And not that -- and we're not sure the don't be any more need capital. And -- we went into this with sort of 5- to 7-year investment horizon. So we're still pretty early on in it. But our theory was that we would run it, we would get it, we had improve it, we'd run it and we sell it.

[Operator]

This concludes our question-and-answer session. I would like to turn the conference back over to Rick Massey for any closing remarks.

[Richard Massey, executive]

Thanks a lot for joining our call. You're all welcome to set up a side call with Bryan, Ryan, me, any of the above in the subsequent days. We have quite a few calls lined up, but we could always we can always take a few more. So feel free to reach out to us. Thanks for your interest in Cannae Holdings.

[Operator]

The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.