Cannae(US:CNNE)2021-08-05 16:00Part I: FINANCIAL INFORMATION Item 1. Unaudited Condensed Consolidated Financial Statements This section presents the unaudited condensed consolidated financial statements of Cannae Holdings, Inc. for the quarter ended June 30, 2021, including balance sheets, statements of operations, comprehensive earnings, equity, and cash flows, along with detailed notes explaining accounting policies, recent developments, fair value measurements, investments, debt, commitments, and segment information A. Condensed Consolidated Balance Sheets The Condensed Consolidated Balance Sheets show a decrease in total assets and equity from December 31, 2020, to June 30, 2021, primarily driven by a significant reduction in cash and cash equivalents, partially offset by an increase in investments in unconsolidated affiliates | Metric | June 30, 2021 (Millions) | December 31, 2020 (Millions) | | :-------------------------- | :----------------------- | :--------------------------- | | Cash and cash equivalents | $271.2 | $724.7 | | Total current assets | $416.5 | $844.2 | | Equity securities | $1,169.1 | $1,799.1 | | Investments in unconsolidated affiliates | $1,988.7 | $1,453.0 | | Total assets | $4,439.6 | $4,613.4 | | Total current liabilities | $318.9 | $202.0 | | Total liabilities | $806.1 | $828.2 | | Total Cannae shareholders' equity | $3,627.3 | $3,779.6 | | Total equity | $3,633.5 | $3,785.2 | B. Condensed Consolidated Statements of Operations For the three months ended June 30, 2021, total operating revenues significantly increased, but net earnings attributable to common shareholders decreased due to lower recognized gains, while for the six months, the company reported a net loss primarily due to a significant decrease in recognized gains | Metric | Three Months Ended June 30, 2021 (Millions) | Three Months Ended June 30, 2020 (Millions) | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :-------------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Total operating revenues | $202.4 | $102.6 | $374.3 | $275.6 | | Operating loss | $(36.2) | $(45.7) | $(72.2) | $(99.0) | | Recognized gains (losses), net | $274.0 | $578.1 | $(38.5) | $1,493.2 | | Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | $176.4 | $475.3 | $(56.7) | $1,123.0 | | Basic Net earnings (loss) per share | $1.94 | $5.88 | $(0.62) | $14.06 | C. Condensed Consolidated Statements of Comprehensive Earnings (Loss) The Condensed Consolidated Statements of Comprehensive Earnings (Loss) show a significant shift from comprehensive earnings in the prior year to a comprehensive loss for the six months ended June 30, 2021, primarily driven by the change in net earnings and other comprehensive loss components | Metric | Three Months Ended June 30, 2021 (Millions) | Three Months Ended June 30, 2020 (Millions) | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :---------------------------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net earnings (loss) | $177.7 | $466.1 | $(56.1) | $1,104.2 | | Other comprehensive (loss) earnings | $(7.1) | $3.4 | $(10.9) | $49.1 | | Comprehensive earnings (loss) | $170.6 | $469.5 | $(67.0) | $1,153.3 | | Comprehensive earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | $169.3 | $478.7 | $(67.6) | $1,172.1 | D. Condensed Consolidated Statements of Equity The Condensed Consolidated Statements of Equity reflect a decrease in total equity from December 31, 2020, to June 30, 2021, primarily due to net losses and treasury stock repurchases, partially offset by stock-based compensation and reclassification adjustments | Metric | Balance, December 31, 2020 (Millions) | Balance, June 30, 2021 (Millions) | | :-------------------------------------- | :------------------------------------ | :-------------------------------- | | Additional Paid-in Capital | $1,875.8 | $1,880.8 | | Retained Earnings | $1,929.8 | $1,873.1 | | Treasury Stock | $(21.1) | $(110.8) | | Accumulated Other Comprehensive (Loss) Earnings | $(4.9) | $(15.8) | | Total Equity | $3,785.2 | $3,633.5 | - Treasury stock repurchases amounted to $89.7 million for the six months ended June 30, 20211720 E. Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2021, the company experienced a net decrease in cash and cash equivalents, primarily driven by significant cash usage in investing activities, including substantial investments in Paysafe and Alight, and cash used in financing activities for treasury stock repurchases, despite an improvement in cash used in operating activities | Metric | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net cash used in operating activities | $(67.2) | $(81.3) | | Net cash (used in) provided by investing activities | $(282.0) | $83.3 | | Net cash (used in) provided by financing activities | $(100.2) | $387.0 | | Net (decrease) increase in cash and cash equivalents | $(449.4) | $389.0 | | Cash and cash equivalents at end of period | $271.2 | $922.7 | - Investing activities for the six months ended June 30, 2021 included significant investments in Paysafe ($494.4 million) and Alight ($400.0 million)25 - Financing activities for the six months ended June 30, 2021 included $88.0 million in treasury stock repurchases25 F. Notes to Condensed Consolidated Financial Statements The Notes to Condensed Consolidated Financial Statements provide critical context and detail for the financial statements, covering the company's business, significant accounting policies, recent strategic developments and transactions, fair value measurements, investment portfolio, debt obligations, legal and contractual commitments, and segment-level financial performance Note A — Basis of Financial Statements Note A outlines Cannae Holdings, Inc.'s business as an active manager of companies and investments, detailing its primary minority and majority equity stakes, recent significant developments, and changes in the effective tax rate and an immaterial out-of-period adjustment - Cannae Holdings, Inc. actively manages and operates a group of companies and investments, with primary investments including minority stakes in Dun & Bradstreet, Ceridian, Paysafe, Alight, Optimal Blue, AmeriLife, and QOMPLX, and majority stakes in O'Charley's and 99 Restaurants28 - Ceridian Share Sale: Completed sale of 2.0 million shares for $175.0 million, reducing ownership to approximately 8.0% as of June 30, 2021 - Dun & Bradstreet Share Sale: Completed sale of 8.5 million shares for $186.0 million, resulting in a $111.1 million gain and reducing ownership to approximately 15.8% as of June 30, 2021 - Alight Investments: Funded $250.0 million via Alight Subscription Agreement, $150.0 million via FTAC FPA, and $52.4 million for open market share purchases, owning 9.6% of Alight and 8.0 million warrants post-period - Paysafe Investment: Funded $500 million ($350 million PIPE, $150 million FPA) for a total investment of $504.7 million, resulting in approximately 7.5% ownership and 8.1 million warrants - SPAC Agreements: Entered into backstop facility agreements for Austerlitz Acquisition Corp. I (up to $690.0 million) and Trebia Acquisition Corp. (up to $200.0 million) after terminating previous forward purchase agreements - Stock Repurchase Program: Authorized a new three-year program effective February 26, 2021, to repurchase up to 10 million shares, with 2,528,168 shares repurchased for $89.7 million in the six months ended June 30, 2021 - Colt Disposition: Received $37.3 million for debt and $1.4 million for equity, with expected additional cash and equity, recording a gain of $20.3 million - The effective tax rate decreased to 20.9% (three months) and 11.2% (six months) ended June 30, 2021, primarily due to the varying impact of equity in earnings (losses) of unconsolidated affiliates on earnings (loss) before taxes44 - An immaterial out-of-period adjustment increased net earnings attributable to common shareholders by $15.9 million and net earnings per share by $0.17 for the three months ended June 30, 202150 Note B — Revenue Recognition Note B disaggregates the company's revenue into restaurant and other operating streams, detailing recognition policies for each, and provides information on contract balances, including trade receivables and deferred revenue | Revenue Stream | Three Months Ended June 30, 2021 (Millions) | Three Months Ended June 30, 2020 (Millions) | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :---------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Restaurant revenue | $189.9 | $99.4 | $357.2 | $269.3 | | Other operating revenue | $12.5 | $3.2 | $17.1 | $6.3 | | Total operating revenues | $202.4 | $102.6 | $374.3 | $275.6 | | Contract Balance | June 30, 2021 (Millions) | December 31, 2020 (Millions) | | :---------------------- | :----------------------- | :--------------------------- | | Trade receivables, net | $6.3 | $17. | | Deferred revenue | $15.6 | $23. | - Revenue of $5.3 million (three months) and $9.4 million (six months) ended June 30, 2021, was recognized from deferred revenue balances at the beginning of the period53 Note C — Fair Value Measurements Note C details the company's fair value measurements, categorizing assets and liabilities into Level 1, 2, or 3 based on input observability, and explains valuation techniques and key unobservable inputs for various equity securities, forward purchase agreements, subscription agreements, and warrants | Asset Category | Level 1 (Millions) | Level 2 (Millions) | Level 3 (Millions) | Total (Millions) | | :--------------------------------- | :----------------- | :----------------- | :----------------- | :--------------- | | As of June 30, 2021: | | | | | | Equity securities: Ceridian | $1,151.0 | — | — | $1,151.0 | | Equity securities: FPAs | — | — | $8.1 | $8.1 | | Equity securities: Subscriptions | — | — | $7.9 | $7.9 | | Other noncurrent assets: Backstop Agreements | — | $10.0 | — | $10.0 | | Other noncurrent assets: Paysafe Warrants | $17.9 | — | — | $17.9 | | Other noncurrent assets: Austerlitz II Warrants | — | — | $24.7 | $24.7 | | As of December 31, 2020: | | | | | | Fixed-maturity securities: Corporate debt | — | — | $35.2 | $35.2 | | Equity securities: Ceridian | $1,491.8 | — | — | $1,491.8 | | Equity securities: FPAs | — | — | $136.1 | $136.1 | | Equity securities: Paysafe Subscription | — | — | $169.6 | $169.6 | - The fair value of Forward Purchase Agreements and Subscription Agreements (Level 3) is determined using a Monte Carlo Simulation, with primary unobservable input being the probability of consummation of business combinations (e.g., 90% for Austerlitz II, 95% for FTAC Alight and Tailwind QOMPLX)5960 - Austerlitz II Warrants (Level 3) are valued using a modified Black-Scholes option pricing formula, also incorporating the 90% probability of business combination success61 - Backstop Agreements (Level 2) are valued using a Black-Scholes option pricing formula, based on common stock price, expected outstanding time, risk-free rates, and volatility62 Note D — Investments Note D provides a detailed overview of the company's equity securities and investments in unconsolidated affiliates, including Dun & Bradstreet, Paysafe, Optimal Blue, and AmeriLife, outlining ownership percentages, accounting methods, and summarized financial information | Metric | Three Months Ended June 30, 2021 (Millions) | Three Months Ended June 30, 2020 (Millions) | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :------------------------------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net gains (losses) recognized on equity securities | $148.3 | $578.9 | $(169.3) | $1,263 | | Unrealized gains (losses) on equity securities still held | $141.8 | $525.9 | $(147.5) | $1,083 | | Investment in Unconsolidated Affiliates | Ownership at June 30, 2021 | June 30, 2021 (Millions) | December 31, 2020 (Millions) | | :-------------------------------------- | :------------------------- | :----------------------- | :--------------------------- | | Dun & Bradstreet | 15.8% | $580.0 | $653.2 | | Paysafe | 7.5% | $823.0 | — | | Optimal Blue | 20.0% | $272.5 | $279.8 | | AmeriLife | 19.8% | $114.3 | $121.1 | | Total | | $1,988.7 | $1,453.0 | | Equity in (Losses) Earnings of Unconsolidated Affiliates | Three Months Ended June 30, 2021 (Millions) | Three Months Ended June 30, 2020 (Millions) | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :------------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Dun & Bradstreet | $(9.2) | $(55.5) | $(15.6) | $(45.4) | | Optimal Blue | $(4.2) | — | $(8.2) | — | | Senator JV | — | $138.1 | $(1.2) | $79.3 | | AmeriLife | $(1.1) | $(3.5) | $(7.0) | $(3.5) | | Other | $5.7 | $(21.6) | $77.1 | $(27.1) | | Total | $(8.8) | $57.5 | $45.1 | $4.8 | - The company accounts for investments in Dun & Bradstreet (15.8% ownership) and Paysafe (7.5% ownership) using the equity method due to significant influence, despite holding less than 20% of outstanding common equity7379 Note E — Variable Interest Entities Note E discusses the company's involvement with Variable Interest Entities (VIEs), clarifying that Cannae is not the primary beneficiary of any VIEs as of June 30, 2021, and summarizes variable interests held in unconsolidated affiliates and their accounting treatment - Cannae is not the primary beneficiary of any Variable Interest Entities (VIEs) as of June 30, 2021, or December 31, 202087 | Variable Interest Category | June 30, 2021 Total Assets (Millions) | June 30, 2021 Maximum Exposure (Millions) | December 31, 2020 Total Assets (Millions) | December 31, 2020 Maximum Exposure (Millions) | | :------------------------------------- | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :-------------------------------------------- | | Investments in unconsolidated affiliates | $146.1 | $146.1 | $299.7 | $299.7 | | Paysafe PIPE subscription | — | — | $169.6 | $169.6 | | Forward Purchase Agreements | $8.1 | $8.1 | $136.1 | $136.1 | | Backstop Agreements | $10.0 | $10.0 | — | — | - The company holds variable interests in unconsolidated affiliates, primarily investments in SPAC sponsors and healthcare-related entities, but does not have the power to direct their most significant economic activities89 Note F — Notes Payable Note F details the company's notes payable, including the 99 Term Loan, Brasada Interstate Loans, and other obligations, showing a decrease in total notes payable from December 31, 2020, to June 30, 2021, and outlines their terms, interest rates, and maturity schedules | Notes Payable Category | June 30, 2021 (Millions) | December 31, 2020 (Millions) | | :------------------------ | :----------------------- | :--------------------------- | | 99 Term Loan | $14.4 | $16.8 | | Brasada Interstate Loans | $12.9 | $13.1 | | Other | $24.2 | $28.6 | | Notes payable, total | $51.5 | $63.5 | | Less: Notes payable, current | $26.8 | $11.3 | | Notes payable, long term | $24.7 | $52.2 | - The 2020 Margin Facility had no outstanding balance as of June 30, 2021, with $100.0 million capacity and an option to increase to $500.0 million96 - The FNF Revolver also had no outstanding balance as of June 30, 2021, with $100.0 million remaining borrowing capacity98 | Year | Gross Principal Maturities (Millions) | | :----------------- | :------------------------------------ | | 2021 (remaining) | $4.2 | | 2022 | $26.6 | | 2023 | $8.2 | | 2024 | $0.9 | | 2025 | $0.6 | | Thereafter | $12.0 | | Total | $52.5 | Note G — Commitments and Contingencies Note G addresses the company's legal contingencies, including various lawsuits and regulatory matters, and its unconditional purchase obligations, primarily within the Restaurant Group, highlighting a stockholder derivative lawsuit and providing a schedule of future purchase commitments - The company is involved in a stockholder derivative lawsuit alleging breach of fiduciary duties related to the Management Services Agreement and approval of bonuses, which is currently stayed to allow a Special Litigation Committee to investigate99101 | Year | Unconditional Purchase Obligations (Millions) | | :----------------- | :-------------------------------------------- | | 2021 (remaining) | $43.3 | | 2022 | $14.7 | | 2023 | $8.7 | | 2024 | $7.1 | | 2025 | $5.9 | | Thereafter | $6.8 | | Total | $86.5 | Note H — Segment Information Note H provides summarized financial information for the company's reportable segments: Restaurant Group, Dun & Bradstreet, Optimal Blue, AmeriLife, and Corporate and Other, detailing their business activities, ownership interests, and reporting methodologies | Segment | Three Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2021 (Millions) | | :------------------ | :------------------------------------------ | :---------------------------------------- | | Restaurant Group Revenues | $189.9 | $357.2 | | Dun & Bradstreet Revenues | $520.9 | $1,025.4 | | Optimal Blue Revenues | $44.3 | $85.9 | | AmeriLife Revenues (3M ended Mar 31, 2021) | $149.3 | $280.3 (6M ended Mar 31, 2021) | | Corporate and Other Revenues | $12.5 | $17.1 | - Restaurant Group: Consists of O'Charley's, 99 Restaurants, Legendary Baking, and VIBSQ operations, with revenues increasing significantly due to COVID-19 recovery and reconsolidation of Legendary Baking and VIBSQ - Dun & Bradstreet: 15.8% ownership in a global provider of business decisioning data and analytics, accounted for using the equity method - Optimal Blue: 20.0% ownership in a leading provider of secondary market solutions and actionable data services for the mortgage market, accounted for using the equity method - AmeriLife: 19.8% ownership in a leader in marketing and distributing life, health, and retirement solutions, accounted for using the equity method with a three-month reporting lag - Corporate and Other: Includes operations of other controlled portfolio companies, equity investments, corporate holding company activity, and intercompany eliminations - Paysafe's financial results are not included in the segment tables for the three or six months ended June 30, 2021, due to the timing of the investment closing and the three-month reporting lag104 Note I — Supplemental Cash Flow Information Note I provides supplemental cash flow information, detailing cash payments made during the period for interest, income taxes, and operating leases | Cash Paid During the Period | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | | Interest | $2.8 | $3.1 | | Income taxes | $64.8 | $0.2 | | Operating leases | $19.5 | $21.5 | Note J — Assets Held for Sale Note J details assets and liabilities classified as held for sale, primarily related to Legendary Baking and VIBSQ (Restaurant Group) and Rock Creek Idaho Holdings (Corporate and Other), noting a recorded loss from the classification of Legendary Baking and VIBSQ | Category | June 30, 2021 (Millions) | | :------------------------ | :----------------------- | | Assets Held for Sale: | | | Cash and cash equivalents | $4 | | Trade receivables, net | $8 | | Inventory | $9 | | Property and equipment, net | $33 | | Right of use assets | $16 | | Intangible assets | $21 | | Other assets | $17 | | Valuation allowance | $(7) | | Total Assets | $104 | | Liabilities Held for Sale: | | | Accounts payable and other accrued liabilities | $24 | | Lease liabilities | $15 | | Other liabilities | $2 | | Total Liabilities | $43 | - A loss of $7.0 million was recorded for the six months ended June 30, 2021, due to the classification of Legendary Baking and VIBSQ as held for sale117 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, including an overview of business segments, key industry trends, detailed analysis of revenues and expenses by segment, and a discussion of liquidity and capital resources, highlighting the impact of recent transactions and market conditions Overview The overview section refers to Note A of the Condensed Consolidated Financial Statements for a description of the company's business, segments, and recent business developments Business Trends and Conditions This section discusses business trends and conditions for Dun & Bradstreet, highlighting its large and growing addressable market, and for the Restaurant Group, noting high competition, sensitivity to consumer tastes, economic conditions, operating costs, and the impact of COVID-19 - Dun & Bradstreet: Operates in a large, growing, and underpenetrated big data and analytics market, with demand driven by the value of data-informed decisioning, data creation from new technologies, advanced analytical capabilities, and heightened compliance requirements - Restaurant Group: Faces high competition, sensitivity to consumer tastes, economic conditions, and fluctuating costs (food, labor, energy), characterized by high capital investments and fixed/semi-variable operating expenses, leading to significant impact from sales changes and seasonality with higher sales in Q1 and Q4 - COVID-19 Impact: Caused a significant reduction in Restaurant Group guest counts and sales in 2020, with Q2 2021 seeing increases in same-store sales compared to Q2 2020 due to easing restrictions and stimulus, though sales remained lower than Q2 2019 levels, and uncertainty persists regarding immunization rates, economic recovery, and guest dining behavior Results of Operations The Results of Operations section provides a detailed analysis of the company's financial performance, showing a significant increase in total operating revenues but a substantial decrease in net earnings attributable to common shareholders for both the three and six months ended June 30, 2021, compared to the prior year, largely influenced by changes in recognized gains and segment-specific performance | Metric | Three Months Ended June 30, 2021 (Millions) | Three Months Ended June 30, 2020 (Millions) | Six Months Ended June 30, 2021 (Millions) | Six Months Ended June 30, 2020 (Millions) | | :-------------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Total operating revenues | $202.4 | $102.6 | $374.3 | $275.6 | | Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders | $176.4 | $475.3 | $(56.7) | $1,123.0 | - Total revenues increased by $99.8 million (97.3%) for the three months and $98.7 million (35.8%) for the six months ended June 30, 2021, compared to the corresponding periods in 2020127 - Net earnings (loss) attributable to Cannae Holdings, Inc. common shareholders decreased by $298.9 million (62.9%) for the three months and $1,179.7 million (105.0%) for the six months ended June 30, 2021, compared to the corresponding periods in 2020127 - Restaurant Group: Total revenues increased by $90.5 million (91.0%) for the three months and $87.9 million (32.6%) for the six months ended June 30, 2021, driven by COVID-19 recovery and reconsolidation of Legendary Baking and VIBSQ - Restaurant Group Comparable Store Sales (3M ended June 30, 2021): O'Charley's (+68.5%), 99 Restaurants (+132.6%), Village Inn (+154.9%), Baker's Square (+120.3%) - Cost of restaurant revenue as a percentage of restaurant revenue: Decreased to 84.4% (3M 2021) from 101.4% (3M 2020), and to 86.2% (6M 2021) from 94.3% (6M 2020), due to labor cost improvements - Corporate and Other Operating Expenses: Increased by $28.9 million (3M 2021) and $49.8 million (6M 2021), primarily due to higher management fees and carried interest expense incurred with the Manager - Corporate and Other Recognized Gains (Losses), net: Decreased by $305.2 million (3M 2021) and $1,553.6 million (6M 2021), mainly due to lower gains on Ceridian sales in 2021 compared to 2020, partially offset by a $111.1 million gain from D&B share sales in 2021 Liquidity and Capital Resources This section outlines the company's cash requirements, current liquidity position, and capital allocation strategy, detailing significant shifts in cash flows from operating, investing, and financing activities, and its focus on evaluating assets for liquidity to fund future investments, debt reduction, or stock repurchases - Cash Requirements: Include personnel costs, operating expenses, taxes, debt payments, capital expenditures, and business acquisitions, with future uses potentially including additional investments, debt reduction, or stock repurchases - Liquidity Position: As of June 30, 2021, cash and cash equivalents were $271.2 million, with $214.6 million held by the corporate holding company, and the company has $200.0 million capacity under existing credit facilities, with potential to add $400.0 million by amending the 2020 Margin Facility - Operating Cash Flow: Net cash used in operations decreased by $15.6 million to $67.2 million for the six months ended June 30, 2021, compared to $81.3 million in the prior year - Investing Cash Flow: Shifted from providing $83.3 million in 2020 to using $282.0 million in 2021, a decrease of $365.3 million, primarily due to net investments in new and additional unconsolidated affiliates - Financing Cash Flow: Shifted from providing $387.0 million in 2020 to using $100.2 million in 2021, a decrease of $486.8 million, mainly due to a $455.0 million equity offering in 2020 and increased treasury stock repurchases in 2021 - Capital Stock Transactions: Repurchased 2,528,168 shares of common stock for approximately $89.7 million in the six months ended June 30, 2021, under the new 2021 Repurchase Program (up to 10 million shares authorized) | Contractual Obligation | 2021 (remaining) (Millions) | 2022 (Millions) | 2023 (Millions) | 2024 (Millions) | 2025 (Millions) | Thereafter (Millions) | Total (Millions) | | :--------------------------------- | :-------------------------- | :-------------- | :-------------- | :-------------- | :-------------- | :-------------------- | :--------------- | | Operating lease payments | $18.2 | $35.8 | $32.4 | $24.3 | $21.3 | $146.9 | $278 | | Unconditional purchase obligations | $43.3 | $14.7 | $8.7 | $7.1 | $5.9 | $6.8 | $86 | | Notes payable | $4.2 | $26.6 | $8.2 | $0.9 | $0.6 | $12.0 | $52 | | Management fees payable to Manager | $16.3 | $32.7 | $32.7 | $27.3 | — | — | $109 | | Restaurant Group financing obligations | $1.7 | $3.4 | $3.4 | $3.4 | $3.5 | $24.2 | $39 | | Total | $83.7 | $113.2 | $85.4 | $63.0 | $31.3 | $189.9 | $566 | Item 3. Quantitative and Qualitative Disclosure About Market Risk This section states that there have been no material changes in the market risks previously described in the company's Annual Report on Form 10-K for the year ended December 31, 2020 Item 4. Controls and Procedures The company's principal executive and financial officers concluded that the disclosure controls and procedures were effective as of June 30, 2021, with no material changes in internal control over financial reporting occurring during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2021150 - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2021150 Part II: OTHER INFORMATION Item 1. Legal Proceedings This section refers to Note G, Commitments and Contingencies, in Part I of this Quarterly Report for a discussion of legal proceedings Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's common stock repurchases during the three months ended June 30, 2021, under its publicly announced repurchase programs, including the number of shares purchased, average price, and remaining capacity | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | :----------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------- | | 4/1/2021 - 4/30/2021 | — | — | 14,311,584 | | 5/1/2021 - 5/31/2021 | 1,299,951 | $36.29 | 13,011,633 | | 6/1/2021 - 6/30/2021 | 1,228,217 | $34.65 | 11,783,416 | | Total (3M ended June 30, 2021) | 2,528,168 | $35.49 | | - The company has two active stock repurchase programs: the 2019 Repurchase Program (up to 5 million shares through Sep 30, 2022) and the 2021 Repurchase Program (up to 10 million shares through Feb 26, 2024)152 Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including various agreements (e.g., Backstop Agreements, FPA Termination Agreements, Management Services Agreement amendment) and certifications (e.g., Sarbanes-Oxley Act certifications, XBRL documents) Signatures This section contains the official signatures for the Form 10-Q report, certifying its submission on behalf of Cannae Holdings, Inc. by its Executive Vice President and Chief Financial Officer