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.

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 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 with 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.

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 filed 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 filed some of the parts, which essentially was 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?

Yes, yes.

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 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 -- if 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.…

Sure. I wanted to briefly -- and Rick Massey 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 of $17.80. So that comes out to $31.79 intrinsic value per Cannae shares or 44% discount. So the discount has remained rather steady. It's why 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, Alight, Ceridian. All those are fair valued every month and therein 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 Sightline. I'll talk about that one briefly. We discussed on our second quarter earnings call that Sightline has had a lot of challenges lately, ease and sign up for the app, 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 firm to prepare evaluation of Sightline. 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 validates us continuing to buy our own stock. Ryan?

We're going to turn it over to Ryan?

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 re-signed 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 of Black Knight. Cannae 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.

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

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

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 DNB, given kind of how big it is in your portfolio? And at what point does it maybe make sense just kind of collapse the structure here instead of this buying back shares, buying back shares? How about just return everything to shareholders?

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 could 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 could take some capital losses today and reach back 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, they'll 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 the main reason. And it would be taxable to us if we liquidate something for a gain. So we at least would like to not have a gain on the corporate -- on the C-Corp side. So hopefully, that makes sense.

Yes. And then as far as maybe even raising more cash for even more buybacks, how do you think about O'Charley's and 99?

Well, we think about -- bring us a bid. If you -- we would love for Oppenheimer to be in the restaurant business, Ian. So I don't mean to be cute about it. We -- 99 is an okay restaurant chain. O'Charley's drinks cash. We're in a workout sort of mode 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 -- they're just very acquisitive companies out there buying brands but 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.

Okay. I guess there's just one more. We're talking about O'Charley's. What kind of EBITDA do you think that could eventually generate? Or how do we actually...

Post restructuring, what would that be?

Yes, post restructuring...

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.

That includes 99?

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.

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

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.

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.

We did that with Paysafe.

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

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 Sightline investment. How do you think about the rest of the private investments and their valuations?

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 sum of the 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 Minden Mill, that was $50 million. We just got into that one. So I think that one is going to definitely be...

We paid 1/3 of liquidation value for Minden. 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 purchase. And the CSI is a $84 million investment. We're not in the lead on that. It's doing well, growing about 8% or 9% top line. Expanding margins, doing all the stuff you'd expect a Frank Martire run 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.

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 Cannae participated. Could you just talk a little bit more about what the capital raise was for and the potential longer-term outlook for there?

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 a -- 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 were a little bit outside of where we thought, as well as we wanted opportunistic capital for the business going forward.

Got you. Got you. And if I could just follow up on that one. Remind me again, in terms of the -- for AFC Bournemouth, 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.

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

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...

Let me just say so -- 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 down this path, we're going to go faster.

Right. Makes a lot of sense. I mean it seems -- like I remember the commentary at your Investor Day 2 years ago, you'd buy it back to the last share -- right. It sounds like you guys are kind of living up to that for sure. But on Bournemouth, 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 BKFS revenues being up 30%. So maybe if you could isolate Bournemouth maybe in terms of -- I don't know what the key metrics are, if it's revenue per match, average attendance, sponsorships, whatever you guys kind of look at? How are those metrics trending for you guys?

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, that there is ticketing, 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 we're up a good amount. The ticketing were up probably north of 10%. And that's just on -- you obviously can't -- stadium on the fixed size, 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 of 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.

Okay. That's helpful. And then you're kind of balancing -- you're almost tipping the line on a majority of investment there, 48% now. Moving forward, I don't know if you guys have thinned 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?

No, we're not planning on retaining this percentage necessarily. It's not hardcoded. And not that -- and we're not sure the don't be any more need for 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 would improve it, we'd run it and we'd sell it.

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

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 take a few more. So feel free to reach out to us. Thanks for your interest in Cannae Holdings.

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