Cannae Holdings, Inc. Q4 FY2024 Earnings Call

Good afternoon, ladies and gentlemen, and welcome to the Cannae Holdings Fourth Quarter 2024 Financial Results Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the company's prepared remarks, the conference will be open for questions with instructions to follow at that time. As a reminder, this conference call is being recorded and a replay is available through 11:59 p.m. Eastern Time on March 10, 2025. With that, I would like to turn the conference over to Jamie Lillis of Solebury Strategic Communications. Please go ahead.

Thank you, operator, and all of you for joining us. On the call today, we have Cannae's President, Ryan Caswell and Bryan Coy, our Chief Financial Officer. But 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 Cannae'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 a reconciliation between non-GAAP financial information to the GAAP financial information is provided in our shareholder letter. I would now like to turn the call over to Ryan.

Thank you, Jamie. On this call one year ago, we laid out a long-term strategic plan designed to increase the net asset value or NAV of Cannae and narrow the discount to intrinsic value that our shares trade. The plan consisted of improving the performance and valuation of our portfolio companies, making new investments primarily in private companies that will grow NAV and returning capital to our shareholders. We believe this plan will drive an increase in our stock price and I would like to highlight significant actions we have taken in each area before going into a more detailed review of select portfolio companies. I will then turn the call over to Bryan Coy to go through our financials. First, we continue to work closely and actively with our existing portfolio companies and management teams to improve their operations, cash flows and long-term positioning. For example, we worked with Alight on the $1.2 billion sale of its payroll and professional services divisions, which simplified the remaining business and provided capital to allow the company to significantly delever, repurchase shares and initiate a dividend. We also worked with Alight on the transition to a new CEO and added four new experienced board members, all of which we believe will better position the business for future success. Another example is we spent significant time with Black Knight Football and AFC Bournemouth with a specific focus on increasing commercial activity and cash flow, improving the on-field performance and managing infrastructure improvements. From a commercial perspective, AFC Bournemouth revenues increased nearly GBP20 million or 14% in fiscal year 2024 and are expected to increase again in 2025. From a sporting perspective, AFC sits in sixth place in the Premier League, its highest ranking ever, has achieved the longest unbeaten streak in club history and defeated traditional Premier League contenders in Arsenal, Tottenham, Manchester City, Newcastle and Manchester United. From an infrastructure perspective, next month we will open a new world-class first team training facility. We are optimistic about our portfolio and its ability to drive future value creation and grow NAV. In 2024, we made several new private investments, which we believe will generate high returns on our investment and provide interim cash flows to Cannae. One of these investments was a 20% equity interest in JANA Partners that we believe has significant upside, provides cash distributions and is strategic for Cannae in terms of working with JANA on potential investments, as well as JANA's ability to help source and create new investment opportunities. Since our initial investment, we worked with JANA on our first public opportunity and continue to collaborate on multiple live situations regarding potential investment targets. We are optimistic about our partnership and investment opportunities going forward. We also acquired a majority stake in the Watkins Company, a 150-year-old flavoring products company with a strong brand that has demonstrated consistent long-term growth and profitability. The company ended 2024 with sales up in the mid-single digits and EBITDA in the high single digits and expect 2025 results to improve. Additionally, we have received cash distributions related to our preferred security. We are also excited about Watkins' prospects going forward. Lastly, we returned significant capital to our shareholders through share repurchases and our quarterly dividend, which was instituted in 2024. In the second quarter of 2024, Cannae repurchased 9.7 million Cannae shares in a Dutch auction, returning approximately $222 million to shareholders. The newly initiated quarterly dividend has resulted in returning an additional $23 million to shareholders in 2024 and this dividend will continue in 2025. Finally, in 2024, we internalized our external manager and brought Bill Foley back as the CEO of Cannae. As part of the internalization, key management are now compensated primarily with Cannae shares. We believe these actions further align our management and Cannae shareholders. Going forward, we plan to continue to rebalance our portfolio away from some of our public company investments and plan to prioritize share buybacks as a use of capital recovered from these public company share sales. Additionally, we plan to use proceeds to pay down outstanding debt and invest the capital in new and existing portfolio companies that we believe hold outsized return potential for our shareholders, which will drive growth in NAV. Collectively, the Cannae management team and board hold more than 12% of Cannae shares and we remain laser-focused on executing our plan to increase the NAV of our portfolio and close our share price discount to NAV. I'm now going to talk about a few of our portfolio companies in a bit more detail starting with DNB. Dun and Bradstreet reported revenue of $632 million equating to less than 1% constant currency organic growth compared to the prior year's fourth quarter. Adjusted EBITDA was $260 million for the fourth quarter of 2024, down $600,000 from the prior year's fourth quarter. While these numbers were below consensus, DNB management noted that the quarter was affected by delayed timing of certain deals, a decision to exit unprofitable partnerships and the ongoing strategic process. For the full year 2024, DNB achieved 3% organic revenue growth and expanded adjusted EBITDA to $927 million, which is up from the $569 million at the time of our take private. The company also improved its capital structure by reducing net leverage to 3.6 times and adjusting their fixed versus floating rate debt. Finally, the company announced its ongoing strategic discussions were ongoing and it expects to share the outcome of those discussions in the first quarter of 2025. Turning to Alight, which posted total revenue from continuing operations of $680 million for the fourth quarter of 2024, a 0.3% decrease from the 2023 fourth quarter. Adjusted EBITDA was $217 million in the fourth quarter of 2024, a 5% increase from the fourth quarter of 2023. Alight’s net leverage at quarter end was 2.8 times, reflecting a $740 million debt pay down. Alight also provided their 2025 outlook and expects mid-to-high single digit growth in adjusted EBITDA and double-digit growth in free cash flow. Computer Services or CSI had another solid quarter of growth following record growth in the first half of fiscal year 2025. On a pro forma basis integrating recent acquisitions, the company grew revenue in the high single digit range and continues to sign new logos building its annual recurring revenue pool. Adjusted EBITDA grew in the mid-single digits with higher revenue offset by one-time non-personnel expenses. Minden Mill Distilling also continues on plan as it develops, launches and successfully sells its initial products. In the second half of 2024, the company launched Minden Mill Nevada Bourbon, Minden Mill Nevada Rye Whiskey and Evil Bean Coffee Liquor following High Ground Vodka's release earlier in 2024. These products have seen acclaim with high score ratings of 92 to 99 and several gold and best of class awards. Sales are starting to track and we expect significant growth in 2025 as the products hit the market. I'll now turn the call over to Bryan to touch on our financial position.

Thanks, Ryan. Cannae's fourth quarter total operating revenue was $110 million, or 8% lower than the 2023 comparable, primarily on lower restaurant revenue. The aggregate decrease in restaurant revenue reflects store closures in both the prior year fourth quarter and in '24, as well as general headwinds in the casual dining sector as many brands continue to fight for their portion of a shrinking food away from home budget. Notably, the 99 brand, which is much more concentrated geographically, achieved an increase in same store sales as their average guest check exceeded the guest count headwinds, resulting in a slight increase in same store revenues for the fourth quarter of 2024. Turning to operations. Restaurant operating expenses in the fourth quarter of 2024 were $170 million, or 81% of the total operating expenses and approximately 300 basis points lower than the fourth quarter 2023. Cost of restaurant revenue of $92 million comprises 89% of restaurant revenue, a 20 basis point improvement over the prior year fourth quarter, but importantly a 200 basis point improvement from the third quarter of 2024. Our team at the restaurant group is focusing on menu rationalization and streamlining staff to further reduce costs at the store level. Management also continues to scrutinize and find savings in brand support and administration costs, including recently negotiating an early exit in 2025 from the support center location. We expect these savings to be more apparent in 2025. Personnel cost of $18 million for the 2024 fourth quarter reflects the wind down of our external management agreement, and you'll note the lower management fees reported in other operating expenses. Cannae recognized a $12.5 million gain on that early exit from the restaurant support center office noted above. This was offset by losses from the sale of 12 million shares of Alight in December and 917,000 shares of Paysafe, from which Cannae harvested significant tax losses, avoiding tax payments from the sale of Dayforce shares in 2024 and allowing Cannae to carry back against gains from Dayforce sales in previous tax years. Net losses from equity method investments were $12 million in the fourth quarter of 2024, a material reduction from the prior year, which included significant losses from System One and Alight, which were not repeated in the current year period, as well as improved results from Black Knight Football. In 2024, we sold select public securities totaling $470 million and received $16 million in dividends from DNB Alight. Additionally, Cannae received $14 million or two times cost from the sale of the division of Wine Direct and still retains its 21% ownership in the remaining fulfillment business. Today, Cannae has over $108 million in corporate cash and short term investments, $101 million on our margin loan and $60 million on the F&F note, or approximately $60 million of net debt at a weighted average of 7.35%. We also have $49 million of undrawn capacity on our margin loan and hold $1 billion of listed securities. Our aggregate net asset value of approximately $1.9 billion equates to $29.78 per Cannae share on an after-tax basis, and Cannae shares closed at $19.19 today, or a 36% discount to NAV. I'll now turn the call back to the operator to begin our question-and-answer session.

We will now begin the question-and-answer session. The first question comes from John Campbell from Stephens. Please go ahead.

Hey, guys. Good afternoon.

Hey, John. How are you?

Hey, I'm doing well. Thanks. Maybe starting here on Bournemouth, it's been a great season so far. It looks like you guys are just a single point outside of the top five. Looks like the EPL is in a good position to get, it looks like maybe five Champions League placements this year. I know there's a lot of season left. You don't want to get ahead of yourself. But just assuming you guys stay where you're at and maybe bump up into the top five, just maybe talk to the impact you'd expect to see, maybe starting off with the prize or monetary award for the Champions League or Europa League placements? And then also just higher level what those European qualifications can mean for the club over time?

Thank you for the question, John. Bournemouth has been performing exceptionally well. We are in contention for all the European competitions, which could have a significant financial impact. Each league offers potential revenue from additional media dollars and match day revenues from hosting extra matches. While this is beneficial for just one year, the larger consideration is the effect on the enterprise value and the overall worth of Bournemouth and Black Knight Football. Demonstrating our ability to compete in European competitions, assuming we reach that point, supports our vision of Bournemouth as a consistent mid to upper table Premier League team, which we believe has greater value than our initial investment. We are excited about the team's performance, but there is still much work to be done and more seasons ahead. We want to remain grounded, but we are truly impressed with the entire team's efforts.

Yeah. It's great color. I appreciate that. And then two quick ones here on just capital allocation as a whole. I mean, looks like you've got about $30 million or so kind of earmarked for the dividend annually. Maybe starting there, out of the dividends you have from some of your holdings and then just operating cash, how close are you to funding that through cash flow?

Look, I think in the prepared remarks, as we think about investments and as we think about allocating capital and managing the investments that we have, generating cash flow to the holding company is really important. We think both to cover the dividend, but also just as a way for people to think about the cash flow that our investments produce. So we are still a ways away from covering I put the dividend and the operating cash or the operating expenses together, right? And so we still have some more room that we need to work on there, but it is a focus of ours. And I think this wasn't exactly your question, but I think the other point just to flag is we're definitely as we go through this year and as we look at the portfolio and potentially kind of rebalancing our portfolio away from some of our public companies and thinking about how we use that capital and return it to shareholders primarily in the form of stock buybacks.

Yes, that's great. And that's kind of what I was going to the second question. So I mean, you said, I think you guys reported $108 million or so of cash and short term investment balance. You got $30 million on the dividend. So you've got some dry powder on that front. And I guess it just really depends on how active you get on the monetization efforts, but I'm hoping you might be able to expand a little bit on the appetite for buybacks. I don't know if it's something you've considered as a certain level you're looking to get to this year. Is it all just kind of contingent on where the stock sits? Just a little more thoughts on that front.

We have definitely considered and are still considering this. Part of the situation involves holding company cash and our existing debt. However, we are prioritizing the use of our capital for share buybacks since we believe the stock is undervalued. The scale of these buybacks will be influenced by potential monetization events related to our largest holdings. We've mentioned Dun and Bradstreet's ongoing strategic review, which should provide an outcome in the first quarter. While I can't share more details right now, we are mindful of the need to monetize our public investments and intend to allocate a significant portion of those proceeds towards buying back stock. The exact details, including the amount, will depend on Cannae's stock price and various other factors, but share buybacks are a key priority for us, just as they were last year.

Okay, great. Thanks for the time guys.

Thank you.

The next question comes from Ian Zaffino from Oppenheimer. Please go ahead.

Okay. Thank you very much. As far as Black Knight football, maybe you could help us think about the capital funding for it and maybe what that could look like? Thanks.

I believe there are several important factors in the capital funding, some of which are quite dynamic. The largest investment we have made so far is in AFC Bournemouth, specifically the acquisition investment. Historically, we have discussed our belief in the improvement of AFC Bournemouth's financial performance, which we observed last year. However, the success of AFC Bournemouth relies on the players we sell in addition to their ongoing commercial revenues. We continue to have high-quality assets that are salable, and while we don’t want to sell them, we recognize the value we've created. This is a factor to consider regarding the capital needs of AFC Bournemouth. Additionally, there are infrastructure needs like the stadium and training facility, which are significant. We also have needs from other teams, but they are smaller in comparison. We plan to invest more capital into AFC Bournemouth in the future, though it will be less than in the past. Our goal is to ensure that we maintain performance and grow the team's enterprise value. While I can't provide a specific number, we are focused on reducing the capital requirement and will manage the profit and loss accordingly.

Could you explain why Bill stepped down at Alight? What are your thoughts on your position in the company? Is there a possibility for the company to buy back shares, or do you see a need to sell them in the market? Alternatively, could there be an opportunity for a strategic sale to monetize your stake? Thank you.

Bill has stepped down from his role as Chairman at Alight, but he remains a member of the board and is actively involved with the company. Some of the new board members are individuals that Bill and the team have a connection with, and we believe they will contribute positively to Alight's long-term strategy and growth. Regarding the investment outlook and future options, Bill mentioned in his press release about stepping down that we still support Alight, although we are not satisfied with the current stock price. The question of whether a strategic transaction or other actions can be taken is better addressed by the management. However, we are confident that with the new management team and changes in the board, the company is well-positioned for success. We sold the payroll and processing business last year, which simplified our operations, and we believe Alight is now set up to continue as a stand-alone entity and thrive.

Alright. Thanks for the color, guys. Thank you very much.

The next question comes from Kenneth Lee from RBC Capital Markets. Please go ahead.

Hey, thanks for taking my question. Just one on the JANA partnership. And I think in the prepared remarks, you mentioned that there are some discussions on some potential live deals there. Wonder if you could just give a little bit more color in terms of how would you characterize the level of discussions and activity? How active is it in the current environment here? Thanks.

Thanks, Ken. I would say discussions with them are very active. We speak to the principals at JANA regularly. We believe that there are a few specific targets and situations that we have been discussing with them. Again, I don't want to get into the specifics, but we think some of them could be incredibly beneficial for Cannae. We are in ongoing dialogue with them, and we are optimistic that as we move forward, we will find a significant transaction for Cannae.

Got you. And then one on the BK, the Black Knight FC there. And you mentioned to the previous question around potential for maybe some incremental capital investment there. Would that be specifically in relation to, for example, like player transfers for the upcoming summer window? Or were there any other areas that you're looking for capital needs there? Thanks.

The only other area to mention is operating cash flow. As you may recall, we own 40% of Lorient in Ligue 2 and have a put-call arrangement that allows us the possibility of acquiring an additional 40% this summer. We are also considering a smaller team in another league, which requires much less capital, but we believe both opportunities are strategic for Black Knight Football. We've been focusing on building the right management team and infrastructure to better connect the teams, which we think will enhance performance across all clubs and lower costs at AFC Bournemouth. Additionally, we are exploring options regarding our infrastructure and stadium, whether through redevelopment or constructing a new stadium, and we are moving forward with that as well. Some of these areas are more immediate than others, but they are all part of our strategy beyond just the operating cash flow of the teams.

Got you. Regarding the stadium plans for AFC Bournemouth, can you share how early you are in the planning stages and the potential financing? Is it still relatively early in the process? Thanks.

The main question is whether we should redevelop the current stadium or construct a new one. We are getting closer to an answer on that. Once we decide, the planning and building will take time. However, I believe that by our next call, we'll have a clearer idea of whether a new stadium will be built or the existing one will be redeveloped. Following that decision, the other elements will depend on it.

Got you. Helpful there. Thanks, again.

Thank you.

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

Thank you, operator. In conclusion, we are excited with the opportunities ahead and confident in our strategy, which we believe will deliver value to our shareholders. We look forward to speaking with you again on our first quarter 2025 earnings call in May. Thank you again for your time today.

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