Cannae Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
CNNE$17.69-0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001704720-26-000107
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001704720-26-000153
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 84 previous paragraphs and 113 current paragraphs.
53 unchanged; 26 reworded; 22 added; 5 removed; 0 previous and 12 current paragraphs rearranged.
Tables are not compared: 9 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
Seasonality, Macroeconomic Conditions and Other Business Trends
Current report
Recognized gains (losses)
Current report
For the Six Months Ended June 30, 2026 and 2025
Current report
Pre-Tax Earnings (Loss)
Current report
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates changed $151.0 million, or 99.2%, in the six months ended June 30, 2026 compared to the corresponding period in 2025.
Current report
The equity in losses of Alight in the six months ended June 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $983.0 million.
Current report
Cost of restaurant revenue decreased directionally consistent with Restaurant revenue in the period. Cost of restaurant revenue as a percentage of Restaurant revenue was 92.7% and 89.1% in the three months ended June 30, 2026 and 2025, respectively.
Current report
Goodwill impairment for the Restaurant Group segment increased $32.1 million in the three months ended June 30, 2026, compared to the corresponding period in 2025. The Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of June 30, 2026 which resulted in an associated goodwill impairment loss of $32.1 million.
Current report
For the Six Months Ended June 30, 2026
Current report
Cost of restaurant revenue decreased directionally consistent with Restaurant revenues. Cost of restaurant revenue as a percentage of Restaurant revenue was 92.0% and 90.4% in the six months ended June 30, 2026 and 2025, respectively.
Current report
Other operating expense for the Restaurant Group segment increased $18.0 million, or 155.2%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The change is primarily attributable to $20.2 million increase in non-cash impairment charges to property and equipment and lease assets of O'Charley's and 99 Restaurants.
Current report
Goodwill impairment for the Restaurant Group segment increased $32.1 million in the six months ended June 30, 2026, compared to the corresponding period in 2025. The Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of June 30, 2026 which resulted in an associated goodwill impairment loss of $32.1 million.
Current report
Total revenues for Black Knight Football increased $27.5 million, or 44.9%, and $34.2 million, or 25.8%, in the three and six months ended March 31, 2026, compared to the corresponding period in 2025, respectively. The change in revenue was primarily attributable to a $14.7 million and $21.4 million increase in Premier League revenue for the three and six months ended March 31, 2026, respectively, due to two additional home games played by AFCB during the current year period compared to prior year period along with an overall increase in the quantum of funds available from the Premier League. In addition, there was an increase in matchday and sponsorship revenue in the three and six months ended March 31, 2026, compared to the corresponding period in 2025 which is primarily attributable to the inclusion of consolidated results for AFCB, FCL, and MFC in the current period compared to the inclusion of only AFCB in the prior year periods. For the three and six months ended March 31, 2026, FCL added $6.1 million and MFC added $5.1 million and $8.6 million, respectively.
Current report
Depreciation and amortization for BKFC increased $19.7 million, or 70.4%, and $23.9 million or 43.3%, in the three and six months ended March 31, 2026, compared to the corresponding period in 2025, respectively. The increases are primarily attributable to AFCB and the increases in intangible assets for player registrations and property and equipment mainly for the new practice facility of $113.2 million, or 33.2%, and $39.4 million, or 60.9%, respectively, in the current year period compared to the prior year period.
Current report
Net income (loss) attributable to Black Knight Football changed $49.9 million, or 191.2%, and $53.6 million, or 112.8%, in the three and six months ended March 31, 2026, compared to the corresponding periods in 2025, respectively. The change was primarily attributable to an increase in player trading income of $46.2 million and $45.5 million in the three and six months ended March 31, 2026, compared to the corresponding periods in 2025, respectively.
Current report
Other operating expenses decreased $25.3 million, or 72.7%, in the three months ended June 30, 2026, compared to the prior year period in 2025. The change was primarily attributable to $17.3 million in management fees and $8.3 million in termination fees incurred in the prior year period associated with the Management Services Agreement Termination Agreement (the "MSA Termination Agreement") entered into in the second quarter of 2025, which accelerated fees incurred with our Former Manager.
Current report
For the Six Months Ended June 30, 2026
Current report
Personnel costs decreased $26.9 million, or 63.7%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The change in personnel costs was primarily driven by a prior year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in accelerated stock vesting, partially offset by a decrease in compensation expense in the current year period.
Current report
Other operating expenses decreased $28.5 million, or 62.2%, in the six months ended June 30, 2026 compared to the prior year period. The change was primarily attributable to the MSA Termination Agreement in the prior year which accelerated fees incurred with our Former Manager including $19.0 million in management fees and $9.9 million in termination fees.
Current report
Corporate Holding Company Expenses were $17.8 million and $74.9 million in the six months ended June 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $57.1 million, or 76.2%, in the six months ended June 30, 2026, compared to the corresponding period in 2025, was primarily attributable to the decrease in personnel costs associated with the executive management transition and reduction in management fees described above and reflects the Company's board and management focus on cost reduction.
Current report
Discontinued Operations
Current report
As a result of the D&B Sale, the financial results of D&B have been reclassified to discontinued operations. See Note J to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for further details on the amounts included in discontinued operations for all periods presented.
Removed paragraphs (5)
Previous report
Seasonality and Macroeconomic Conditions
Previous report
Recognized (losses) gains
Previous report
Income Taxes
Previous report
Total revenues for Black Knight Football increased $6.7 million, or 9.4%, in the three months ended December 31, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $6.7 million, or 13.4%, increase due to AFCB's higher placement in the table which drives revenue from the Premier League along with an increase in matchday and sponsorship revenue, offset by a decrease in other income from players on loan.
Previous report
Other operating expenses decreased $3.2 million in the three months ended March 31, 2026, compared to the prior year period in 2025. The change was primarily attributable to the MSA Termination Agreement which decreased operating expenses by $3.6 million, partially offset by a slight increase in legal and other professional fees.
Reworded paragraphs (26)
Previous wording
As of March 31, 2026, the book value of our investment in Alight accounted for under the equity method of accounting is$71.6 million. Based on the closing stock price of Alight common shares as of March 31, 2026, the fair value of our investment in Alight was$23.5 million. While the fair value of our investment in Alight is currently below our book value as of March 31, 2026, the fair value has only been below book value for less than three months. Though we do not currently believe our investment in Alight is other than temporarily impaired, because the fair value is below the book value of our investment as of March 31, 2026, further declines in fair value of the investment, deterioration in Alight's actual or forecasted results of operations or adverse changes in the U.S. macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.
Current wording
As of June 30, 2026, the book value of our investment in Alight accounted for under the equity method of accounting is$71.1 million. Based on the closing stock price of Alight common shares as of June 30, 2026 and July 31, 2026, the fair value of our investment in Alight was$22.7 million and $34.4 million, respectively. While the fair value of our investment in Alight is currently below our book value as of June 30, 2026, the fair value has only been below book value for approximately six months. Though we do not currently believe our investment in Alight is other than temporarily impaired, because the fair value is below the book value of our investment as of June 30, 2026, further declines in fair value of the investment, deterioration in Alight's actual or forecasted results of operations or adverse changes in the U.S. macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.
Previous wording
Accounting for Income Taxes. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss ("NOL") and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted.
Current wording
Accounting for Income Taxes. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss ("NOL") and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted.
Previous wording
As of March 31, 2026, the Company has a net deferred tax asset of $1.0 million, which is primarily attributable to temporary differences for certain state income taxes. The Company continues to record a full valuation allowance on its federal NOL carryforwards and certain other deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. As of March 31, 2026, our federal valuation allowance was $171.5 million. Additionally, a state valuation allowance of $6.7 million has been recorded representing certain state NOLs where it is not more likely than not that the tax benefit of certain state NOLs will be realized before the NOLs in those certain states expire.
Current wording
As of June 30, 2026, the Company has a net deferred tax asset of $1.0 million, which is primarily attributable to temporary differences for certain state income taxes, and a deferred tax liability of $1.9 million related to historical UK corporate taxes of Exeter. The Company continues to record a full valuation allowance on its US federal NOL carryforwards and certain other US deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. As of June 30, 2026, our federal valuation allowance was $151.6 million. Additionally, a state valuation allowance of $6.7 million has been recorded representing certain state NOLs where it is not more likely than not that the tax benefit of certain state NOLs will be realized before the NOLs in those certain states expire.
Previous wording
Recognized (losses) gains changed $14.4 million, or 200.0%, in the three months ended March 31, 2026 compared to the corresponding period in 2025. The change in Recognized (losses) gains is discussed in further detail at the segment level below.
Current wording
Recognized gains (losses) changed $159.0 million, or 208.7%, in the three months ended June 30, 2026 compared to the corresponding period in 2025. The change in Recognized (losses) gains is discussed in further detail at the segment level below.
Previous wording
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates decreased $12.9 million, or 77.7%, in the three months ended March 31, 2026 compared to the corresponding period in 2025.
Current wording
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates changed $163.9 million, or 120.9%, in the three months ended June 30, 2026 compared to the corresponding period in 2025.
Previous wording
The change in net income or loss from our unconsolidated affiliates that are reportable segments is discussed in further detail at the segment level below.
Current wording
The equity in losses of Alight in the three months ended June 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $983.0 million. The change in net income or loss from our unconsolidated affiliates that are reportable segments is discussed in further detail at the segment level below.
Previous wording
Income tax benefit was $0.5 million and $20.2 million in the three-month periods ended March 31, 2026 and 2025, respectively. Our effective tax rate was (1.7)% and (121.7)% in the three months ended March 31, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the three months ended March 31, 2026 compared to the corresponding period in 2025 is attributable to recording a valuation allowance recorded in the prior year period of $28.3 million and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).
Current wording
Income tax expense was $2.2 million and $18.4 million in the six-month periods ended June 30, 2026 and 2025, respectively. Our effective tax rate was (183.3)% and (12.1)% in the six months ended June 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the six months ended June 30, 2026 compared to the corresponding period in 2025 is primarily attributable to recording a valuation allowance recorded in the prior year period of $84.8 million and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).
Previous wording
Total revenues for the Restaurant Group segment decreased $7.2 million, or 7.3%, in the three months ended March 31, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately $3.4 million of incremental revenue included in the three months ended March 31, 2025 associated with O'Charley's store locations that were closed prior to the three months ended March 31, 2026 and a decline in comparable store sales.
Current wording
Total revenues for the Restaurant Group segment decreased $9.9 million, or 9.7%, in the three months ended June 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately $4.1 million of incremental revenue included in the three months ended June 30, 2025 associated with O'Charley's store locations that were closed prior to the three months ended June 30, 2026 and a decline in comparable store sales.
Previous wording
Comparable Store Sales. One method we use in evaluating the performance of our restaurants is to compare sales results for restaurants period over period. A new restaurant is included in our comparable store sales figures starting in the first period following the restaurant's first seventy-eight weeks of operations. Changes in comparable store sales reflect changes in sales for the comparable store group of restaurants over a specified period of time. This measure highlights the performance of existing restaurants, as the impact of new restaurant openings is excluded. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 12.6% and 2.1%, respectively, in the three months ended March 31, 2026 compared to the corresponding period in 2025. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 20.8% and 7.4%, respectively, partially offset by an increase in the average amount spent by guests each visit of 10.4% and 5.8%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.
Current wording
Comparable Store Sales. One method we use in evaluating the performance of our restaurants is to compare sales results for restaurants period over period. A new restaurant is included in our comparable store sales figures starting in the first period following the restaurant's first seventy-eight weeks of operations. Changes in comparable store sales reflect changes in sales for the comparable store group of restaurants over a specified period of time. This measure highlights the performance of existing restaurants, as the impact of new restaurant openings is excluded. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.1% and 4.0%, respectively, in the three months ended June 30, 2026 compared to the corresponding period in 2025. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 23.8% and 6.4%, respectively, partially offset by an increase in the average amount spent by guests each visit of
Previous wording
Other operating expense for the Restaurant Group segment increased $7.5 million, or 141.5%, in the three months ended March 31, 2026, compared to the corresponding periods in 2025. The change is primarily attributable to an $8.0 million increase in non-cash impairments to property, plant and equipment and lease assets with O'Charley's and 99 Restaurants.
Current wording
Other operating expense for the Restaurant Group segment increased $10.5 million, or 166.7%, in the three months ended June 30, 2026, compared to the corresponding periods in 2025. The change is primarily attributable to a $11.7 million increase in non-cash impairments to property and equipment and lease assets of O'Charley's and 99 Restaurants.
Previous wording
As of March 31, 2026, we own approximately 44.5% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of BKFC on a three-month lag, and accordingly, our net loss for the three months ended March 31, 2026 and 2025 includes our equity in BKFC’s losses for the three months ended December 31, 2025 and 2024, respectively.
Current wording
As of June 30, 2026, we own approximately 42.4% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of BKFC on a three-month lag, and accordingly, our net loss for the three months ended June 30, 2026 and 2025 includes our equity in BKFC’s losses for the three and six months ended March 31, 2026 and 2025, respectively.
Previous wording
As of March 31, 2026, we own approximately 50.0% of the ownership interest of JANA Partners. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of JANA Partners on a three-month lag, and accordingly, our net earnings (loss) for the three months ended March 31, 2026 and 2025 includes our equity in JANA’s earnings for the three months ended December 31, 2025, and 2024, respectively.
Current wording
As of June 30, 2026, we own approximately 50.0% of the ownership interest of JANA Partners. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of JANA Partners on a three-month lag, and accordingly, our net earnings (loss) for the three and six months ended June 30, 2026 and 2025 includes our equity in JANA’s earnings for the three and six months ended March 31, 2026, and 2025, respectively.
Previous wording
Total revenues for JANA Partners decreased $14.0 million, or 70.4%, in the three months ended December 31, 2025 relative to the corresponding period in 2024. The change is revenue was primarily attributable to investment performance and the timing of certain performance fees earned over a multi-year period.
Current wording
Total revenues decreased $14.6 million or 56.8% in the six months ended March 31, 2026 relative to the corresponding period in 2025. The change in revenue was primarily attributable to investment performance and the timing of certain performance fees earned over a multi-year period.
Previous wording
The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity ownership interests, activity of the corporate holding company and certain intercompany eliminations and taxes.
Current wording
The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity ownership interests, activity of the corporate holding company, certain intercompany eliminations and taxes.
Previous wording
Personnel costs decreased $3.2 million in the three months ended March 31, 2026, compared to the corresponding period in 2025. The change in personnel costs was primarily driven by a transition in executive management in the prior year which resulted in a $3.6 million decrease in bonus and stock compensation expense in the current year period, partially offset by a slight increase in personnel costs at Brasada.
Current wording
Personnel costs decreased $23.7 million, or 73.8%, in the three months ended June 30, 2026, compared to the corresponding period in 2025. The change in personnel costs was primarily driven by a prior year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in accelerated stock vesting, partially offset by a slight decrease in compensation expense in the current year period.
Previous wording
Total operating expenses, excluding Brasada and certain intercompany eliminations ("corporate holding company expenses"), were $8.9 million and $16.2 million in the three months ended March 31, 2026 and 2025, respectively. The corporate holding company expense decrease of $7.3 million, or 45%, in the three months ended March 31, 2026, compared to the corresponding period in 2025, was primarily attributable to the factors described above and reflects the Company's board and management focus on cost reduction.
Current wording
Total operating expenses, excluding Brasada and certain intercompany eliminations ("corporate holding company expenses"), were $8.9 million and $58.8 million in the three months ended June 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $49.9 million, or 85%, in the three months ended June 30, 2026, compared to the corresponding period in 2025, was primarily attributable to the decrease in personnel costs associated with the executive management transition and reduction in management fees described above, and reflects the Company's board and management focus on cost reduction.
Previous wording
Recognized gains, net in our Corporate and Other segment consists of the following:
Current wording
Recognized gains (losses), net in our Corporate and Other segment consists of the following:
Previous wording
Cash Requirements. Our short and long term cash requirements include management fees, personnel costs, other operating expenses, taxes, payments of interest and principal on our debt, capital expenditures, dividends on our common stock, and other potential business acquisitions or investments. On May 7, 2026, our Board declared cash dividends of $0.15 per share, payable on June 30, 2026, to Cannae common shareholders of record as of June 16, 2026. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases (including, but not limited to, the purchase of the common stock underlying the Put Right) and debt repayments.
Current wording
Cash Requirements. Our short and long term cash requirements include management fees, personnel costs, other operating expenses, taxes, payments of interest and principal on our debt, capital expenditures, dividends on our common stock, and other potential business acquisitions or investments. On August 6, 2026, our Board declared cash dividends of $0.15 per share, payable on September 30, 2026, to Cannae common shareholders of record as of September 16, 2026. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases and debt repayments.
Previous wording
As of March 31, 2026, we had cash and cash equivalents of $135.7 million, of which $124.2 million was cash held by the corporate holding company.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $70.4 million, of which $46.0 million was cash held by the corporate holding company. Subsequent to June 30, 2026, we received $90.0 million in cash proceeds from the sale of our investment in Watkins.
Previous wording
We continually assess our capital allocation strategy, including decisions relating to repurchasing our stock, paying dividends, reducing debt, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, cash dividends or distributions from subsidiaries and holdings, cash generated from short-term investments, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the Company's liquidity needs and periodically review the short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts. As part of such forecasting, we actively manage the impact of rising interest rates on both our idle cash and our outstanding debt.
Current wording
We continually assess our capital allocation strategy, including decisions relating to repurchasing our stock, paying dividends, reducing debt, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, cash dividends or distributions from subsidiaries and holdings, cash generated from short-term investments, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the Company's liquidity needs and periodically review the short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts. As part of such forecasting, we actively manage the impact of rising interest rates on both our idle cash.
Previous wording
The Company is engaged in actively managing and operating a core group of operating companies. The Company accounts for many of its material holdings on an unconsolidated basis and therefore, a material portion of the cash inflow the Company generates is reported in cash flows from investing activities pursuant to GAAP. As a result of such accounting treatment, the Company expects to continue to generate a material portion of its cash inflow from activities classified as investing activities under GAAP and does not expect to generate positive operating cash flows on a regular basis. The cash requirements of the Company typically come from the activities classified as investing activities under GAAP as we receive distributions from unconsolidated affiliates and at times sell a portion or all of our investment in these various operating companies.
Current wording
Company expects to continue to generate a material portion of its cash inflow from activities classified as investing activities under GAAP and does not expect to generate positive operating cash flows on a regular basis. The cash requirements of the Company typically come from the activities classified as investing activities under GAAP as we receive distributions from unconsolidated affiliates and at times sell a portion or all of our investment in these various operating companies.
Previous wording
Cash Flows for the Three Months Ended March 31, 2026
Current wording
Cash Flows for the Six Months Ended June 30, 2026
Previous wording
Operating Cash Flow. Our cash flows (used in) provided by operations for the three months ended March 31, 2026 and 2025 totaled $(21.2) million and $9.1 million, respectively. The change in cash (used in) provided by operations of $30.3 million is primarily attributable to $24.5 million of cash refunds of taxes in the 2025 period compared to the 2026 period. See Footnote I for additional information on cash paid for income taxes.
Current wording
Operating Cash Flow. Our cash flows used in operations for the six months ended June 30, 2026 and 2025 totaled $26.4 million and $12.5 million, respectively. The change in cash used in operations of $13.9 million is primarily attributable to $24.5 million of cash refunds of taxes in the 2025 period compared to the $1.2 million in the 2026 period, partially offset by management and termination fees paid to our Former Manager of $21.0 million in the 2025 period compared to $11.4 million in the 2026 period. See Footnote I for additional information on cash paid for income taxes, net of refunds and Footnote A for additional information on cash paid for management and termination fees.
Previous wording
Investing Cash Flows. Our cash flows used in investing activities for the three months ended March 31, 2026 and 2025 were $1.8 million and $7.0 million, respectively. The change in cash used in investing activities of $5.2 million is primarily attributable to our prior year investments in BKFC and Sightline of $25.0 million and $5.1 million, respectively, partially offset by cash proceeds of $13.6 million received in the spin-off of WineDirect, Inc. and $6.2 million in proceeds from sales of short-term investments in the prior year period. This was also offset by minimal new investments made in the 2026 period.
Current wording
Investing Cash Flows. Our cash flows (used in) provided by investing activities for the six months ended June 30, 2026 and 2025 were $(21.0) million and $77.5 million, respectively. The change in cash (used in) provided by investing activities of $98.5 million is primarily attributable to cash proceeds from our prior year sales of 10.0 million shares of D&B for $89.5 million and cash proceeds received of $13.6 million in the spin-off of WineDirect, Inc. compared to nominal sales of investments in the current year period. In addition, the Company made cash investments in BKFC of $25.0 million in the prior period and in the current period invested $14.6 million in BKFC and $9.6 million in Exeter.
Previous wording
Financing Cash Flows. Our cash flows used in financing activities for the three months ended March 31, 2026 and 2025 were $23.3 million and $7.4 million, respectively. The change in cash used in financing activities of $15.9 million is primarily attributable to the $14.7 million in repurchases of treasury stock made in the 2026 period compared to none in the 2025 period.
Current wording
Financing Cash Flows. Our cash flows used in financing activities for the six months ended June 30, 2026 and 2025 were $62.6 million and $129.8 million, respectively. The change in cash used in financing activities of $67.2 million is primarily attributable to $44.3 million of repurchases of treasury stock in the 2026 period compared to $111.5 million in the 2025 period.
Previous wording
Capital Stock Transactions. On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2025 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. During the three months ended March 31, 2026, we repurchased a total of 1,185,000 shares of Cannae common stock for approximately $15.2 million in the aggregate, or an average of $12.84 per share under the 2025 Repurchase program. From April 1, 2026 through May 8, 2026, we repurchased an additional 2,100,000 shares of Cannae common stock for approximately $27.2 million in the aggregate, or an average of $12.94 per share, pursuant to the 2025 Repurchase Program. Since the original commencement of the 2025 Repurchase Program through market close on May 8, 2026, we have repurchased a total of 7,985,913 shares of Cannae common stock for approximately $122.9 million in the aggregate, or an average of $15.39 per share. As of the date of this Quarterly Report, there are 2,014,087 shares available for repurchase under the 2025 Repurchase Program.
Current wording
Capital Stock Transactions. On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2025 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. During the three months ended June 30, 2026, we repurchased a total of 2,242,500 shares of Cannae common stock for approximately $29.1 million in the aggregate, or an average of $12.99 per share under the 2025 Repurchase program. During the six months ended June 30, 2026, we repurchased a total of 3,427,500 shares of Cannae common stock for approximately
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Income tax expense (benefit) was $1.7 million and $(1.8) million in the three-month periods ended June 30, 2026 and 2025, respectively. Our effective tax rate was 6.0% and 1.3% in the three months ended June 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the three months ended June 30, 2026 compared to the corresponding period in 2025 is attributable to the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).
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The following is a discussion of the material fluctuations in our consolidated results of operations for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The material changes in revenues, expenses and pre-tax loss for the six months ended June 30, 2026 and 2025 are discussed in further detail at the segment level below.
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Equity in Losses of Unconsolidated Affiliates
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Equity in losses of unconsolidated affiliates for thesix months ended June 30, 2026 and 2025, consisted of the following:
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For the Three Months Ended June 30, 2026
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14.0% and 2.6%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.
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Total revenues for the Restaurant Group segment decreased $17.1 million, or 8.5%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately $7.9 million of incremental revenue included in the six months ended June 30, 2025 associated with O'Charley's store locations that were closed prior to the six months ended June 30, 2026 and a decline in comparable store sales.
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Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 12.8% and 3.1%, respectively, in the six months ended June 30, 2026 compared to the comparable period in 2025. The decrease in 2026 is primarily attributable to O'Charley's and 99 Restaurants brands decrease in guest counts of 22.2% and 6.9%, respectively, partially offset by an increase in the average amount spent by guests each visit of 12.1% and 4.1%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.
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For the Three Months Ended June 30, 2026
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Recognized gains (losses), net in our Corporate and Other segment consists of the following:
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The Company is engaged in actively managing and operating a core group of operating companies. The Company accounts for many of its material holdings on an unconsolidated basis and therefore, a material portion of the cash inflow the Company generates is reported in cash flows from investing activities pursuant to GAAP. As a result of such accounting treatment, the
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$44.3 million in the aggregate, or an average of $12.94 per share under the 2025 Repurchase program. Since the original commencement of the 2025 Repurchase Program through market close on August 7, 2026, we have repurchased a total of 8,128,413 shares of Cannae common stock for approximately $124.9 million in the aggregate, or an average of $15.36 per share. As of the date of this Quarterly Report, there are 1,871,587 shares available for repurchase under the 2025 Repurchase Program.