Greetings, and welcome to the Cannae Holdings’ Second Quarter 2019 Earnings Conference Call. At this time all participants are in the listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Jamie Lillis, Investor Relations for Cannae Holdings. Please go ahead, Jaime..

Thank you, operator, and good morning everyone. We appreciate your participation in our second quarter 2019 earnings conference call. Joining me today are Cannae's President, Brent Bickett; and Chief Financial Officer, Rick Cox. As a reminder, a replay of this call will be available through 11:59 P.M. Eastern Time on August 15, 2019.

Before we begin, I would like to remind you that this conference call may contain Forward-Looking Statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our 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.

We undertake 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 press release, which was released this morning, and in the statement regarding forward-looking information, risk factors, and other sections of Cannae's Form S-4 and other filings with the SEC.

Let me now turn the call over to Bill..

Thank you, Jamie. Our team on under Bill Foley's leadership continues to make progress positioning our portfolio for value creation that will ultimately benefit all of Cannae's stakeholders. A meaningful highlighted by is the progress being made on the execution of our strategy to improve Dun and Bradstreet.

When we acquired DNB, our view was that the Company had very valuable data and a strong competitive position. It was the Company's management, culture, and cost structure which were impeding DNBs success.

We believe that with the right management team and organizational structure combined with a more streamlined cost structure, that we can significantly improve DNB's profitability and return this Company to sustainable organic growth. After five months into our turnaround, our team is more confident in our view.

Anthony Jabbou and Steve Daffro had made significant headway on our cost reduction plans have been eliminated approximately $153 million of annualized expenses to the second quarter, and remain on-track to achieving their $200 million annualized expense reduction target by year in 2019.

Thus far, the focus has been on labor inefficiencies, high cost professional fees and facilities consolidation.

Looking to the second half of 2019, we will begin the second phase which is focus on optimizing our IT infrastructure, additional facilities consolidation, process automation, offshoring and efficiency gains to the upgrade or retirement of legacy software platforms.

Beyond expense reduction, we have also implemented a new organizational structure where we now have a General Manager in charge of each business segment was P&L responsibility. The structure will drive much needed accountability and transparency at the business at the business segment level, which was previously lacking at the Company.

As part of this realignment, we have also reorganized our sales structure to improve sales productivity, while also reducing costs. We have moved our sales organization to an account manager structure where they are responsible for selling the entire suite of DNB’s solutions and utilizing product specialists when needed.

By simplifying the structure, we can drive better cross selling and improve overall output. Clear signs of the turnaround can be seen at DNB's results of the first quarter where first quarter 2019 adjusted EBITDA increased by approximately 10% to $129.2 million as compared to adjusted EBITDA of $117.6 million and a year ago first quarter.

We expect a year-over-year adjusted EBITDA growth rate to increase over remaining quarters in 2019. As a reminder, we will be reporting DNB's results on a one quarter lag, which Rick will discuss in more detail.

We see real opportunities to utilize DNB's extensive and proprietary data to create new products and revenue streams to further accelerate growth. As part of this strategy, DNB completed the acquisition of Lattice Engines on July 1st.

Lattice further enhances DNB's position as a leading provider of integrated data and analytic solutions for B2B marketing and sales professionals. We will continue to evaluate tuck-in acquisitions that can expand our customer solutions, speed to market and improve long-term revenue growth.

Moving to Cannae's largest investment, Ceridian HCM Holdings remains a market leader in the payroll and human capital software sector as evidenced by their second quarter 2019 growth rate at 27.1% and day force revenues.

The management team at Ceridian continues to drive meaningful growth and cloud revenue and have successfully executed upon their strategic plan, which we believe positions Ceridian for continued long-term growth and success.

During the second quarter, we made the decision to prudently rebalance our portfolio by selling two million Ceridian shares at a price of $50.50 per share. We received net proceeds of approximately $101 million which we use to repay borrowings incurred to fund our investment in DNB, as well as increasing holding Company cash.

Currently, Cannae owns approximately 30.7 million shares of Ceridian common stock, representing a 21.7% ownership position. Based upon Ceridian's closing price of $50.42 cents per share on August 7, 2019 Cannae has taken Ceridian at a market value of $1.55 billion.

We remain very positive on the outlook for Ceridian's business that will continue to prudently rebalance our portfolio with a near-term objective of repaying the remaining $175 million of borrowings incurred to fund the DNB investment.

Turning to our restaurant group, our Ninety Nine Brand continues to deliver a solid same-store sales growth in the second quarter, which exceeded the Black Box, New England index by almost 200 basis points.

While our Ninety Nine Brand remains the jewel in our restaurant portfolio, we are starting to see the positive impact of our management teams turnaround initiatives at ABRH.

Through the second quarter the team has achieved more than 20 million in pro forma cost reductions including the closure of 19 restaurants in the second quarter, bringing the total number of closures and 47 since the third quarter of 2018.

Further headcount reductions, IT efficiencies and the closures of the family dining divisions Denver headquarters and legendary vague and Santa Ana California plants also led to these cost reductions.

In addition to these actions, we have also launched additional brand and operational initiatives focusing on new MUs and optimizing social media and marketing channels to drive guest counts at our Charley's Diligent and Bakers Square. A legendary baking, manufacturing efficiency and profitability are continuing to improve.

As we look to the back half of the year, we will continue to be aggressively executing our plan to improve our brands performance, profitability and cash flow in order to provide increased optionality for potential monetization.

Turning to T-system, Bob Wilhelm has made significant headway with his initiatives, with an end goal of improving revenue and EBITDA growth. To this end, Bob realigned the sales and management functions and hired a new Chief Commercial Officer.

As his initiatives are executed, the focus will then turn to looking at a creative add-on acquisitions in order to drive cross sell opportunities while expanding product offerings. I will now turn the call over to Rick to review the financial results of our portfolio companies in more detail..

Thanks Brent. To start off, Ceridian generated second quarter revenue of $196.3 million inclusive of both cloud and bureau solutions, which represents a 9.7% increase from the second quarter of 2018. First quarters adjusted EBITDA increased 22.6% to $44 million as compared to the year ago quarter.

In the 2019 second quarter, cloud based revenues, which include both Dayforce and Powerpay grew 22.3% to $155.7 million as compared to $127.3 million in the year-ago quarter. In total, 4006 customers are now live on the Dayforce platform up from 3,308 at the end of the second quarter of 2018.

More detail on Ceridian's, second quarter financial results, which were released last week on July 30th can be found on the investor relations section of their website. As Brent discuss, we are very pleased with the success that our team is achieving at Dun and Bradstreet and we are optimistic on the outlook for the business.

From an accounting perspective we will be reporting results using the equity map accounting and we will be reporting on a one for lag basis. As the acquisition closed on February 8th of this year, we are only consolidating a portion of Dun and Bradstreet's results for the first quarter.

For the successor accounting period on February 8, 2019 through March 31, 2019. Dun and Bradstreet generated total revenue of $174.1 million and net loss of $81.1 million. For the successor accounting period February 8, 2019 through March 31, 2019, during which Cannae owned DNB. Adjusted revenue was $196.2 million and adjusted EBITDA was $62.9 million.

For the full quarter ended March 31, 2019 Dun and Bradstreet generated total revenue of $352.8 million and net loss of $284.1 million. For the full quarter ended March 31, 2019 DNB generated, adjusted revenue of $400.8 million and adjusted EBITDA of $129.2 million compared to revenue of $408.9 million and adjusted EBITDA of $117.6 million in 2018.

The full quarter ended March 31, 2018 adjusted EBITDA exclude the effect of purchase accounting interest expense, transaction related expenses and taxes of approximately $413 million. Approximately $320 million are one-time charges related to the merger and acquisition fees, restructuring and severance and pension settlement expense.

Turning to our restaurant group, American Blue Ribbon Holdings generated total revenue of $266.5 million in the second quarter of 2019 compared to $276.2 million in the second quarter of 2018.

The decline in revenue is largely result of planned store closures combined with an aggregate 1.4% decline in same-store sales for brands other than Ninety Nine. This total revenue in $266.5 million in the second quarter of 2019.

Our Ninety Nine Brands delivered solid revenue performance of $82.1 million compared to $80.5 million in the same quarter of last year, achieving the same-store sales growth of 1.5%. American Blue Ribbon Holdings delivered second quarter 2019 EBITDA of negative $700,000 which compares to EBITDA of $8.6 million in the second quarter of 2018.

The decline in the second quarter of 2019 EBITDA compared to a year ago primarily related to higher non-cash charges up $3.8 million for the impairment of trade names, $3.2 million in one-time charges related to severance and restructure charges, as well as approximately $2.2 million in higher labor rates.

On the second quarter 2019 EBITDA loss of approximately $700,000, Ninety Nine Brand had second quarter 2019 EBITDA of $6.5 million or 1.9% EBITDA margin compared to a year-ago quarter of $8.8 million or 10.9% EBITDA margins. Ninety Nine’s decline in EBITDA margin is primarily related higher labor rates.

As such Ninety Nine management has already began to roll out a time management system to better control labor costs. During the second quarter of 2019 management has taken action on several initiatives to improve same-store sales and operating margins to highlight.

Management has reduced the headcount and O'Charley's by seven, Diligent by 28 and Legendary Baking by seven for a total of 42 jobs that provides an annual savings of $5.1 million.

And during the second quarter closed 19 underperforming stores for a total of 47 stores since the third quarter 2018, which increases store operating cash flows by $7 million annually. Additionally management has improved operating efficiencies of Legendary Baking with an increased cash flow and operating margins by $2.6 million.

We expect to see our operating results positively impacted by these actions. Turning to T-System, the Company has generated revenue of $12.9 million and EBITDA loss of $200,000 in the second quarter of 2019 compared to total revenue a $14.8 million and EBITDA of $2.6 million for the second quarter 2018.

The $2.4 million reduction in EBITDA margin is primarily related to the $1.9 million declines in revenue. As we highlighted last quarter, while having no impact on cash receipts, implementation of ASC 606 has produced greater volatility and the revenue recognition for T-System’s documentation segment.

For example, application is ASC 606 reduced the documentation business segments, second quarter revenue, and EBITDA by approximately $2.3 million respectively. On June 30, 2019, Cannae's book value was $1,186 billion or $16.42 per share, as compared to $1,125 billion or $15.58 per share on December 31 2018.

We ended the second quarter of 2019 with $20.1 million and holding Company cash, which is down from $308.2 million as of December 31, 2018.

The change in cash position is primarily related to increases from net borrowing of $150 million, $101 million from proceeds of the CDAY sell, $12 million from DNB syndication fee, and decreased from the acquisition of Dun and Bradstreet for $529 million in the payment of taxes for $23.5 million.

To conclude, we are pleased with the progress that we continue to make across our portfolio brands in order position Cannae as a long-term driver of value for our shareholders. I will now turn the call back to our operator to begin our questions and answer session..

Thank you. We will now to conduct your question and answer session. [Operator Instructions] Our first question today's coming from John Campbell from Stephens Inc. Your line is now live..

Hey guys, good morning. Congrats for the continued success with DNB..

Thanks John.

It seems like you guys are a little bit ahead of schedule, I guess with the $200 million of cost reduction year. It sounds like you might have something in mind. I guess something specific around some cost take out areas for next year.

Any sense for how big that target might be for next year or is it just too early at this stage?.

John, this is Brent. Yes, we are on pace we think and we are pushing the management team to get to $200 million by year-end. We found in other transactions that we have done moving more quickly on the cost side to then better focus people on the growth side. So we tried to accelerate that and we have achieved that.

Yes, there is probably some line of sight to get north of $200 million. But it is too early for us to give a number..

Okay, and just given the degree of success. I mean, any updated views around I guess both the possible timing of monetization and how that monetization event might look.

If there is any way you can maybe broadly talk to whether that kind of timelines and pull forward at all?.

Sure. Again, on the cost side, we are - on the good news, we are taking out the cost that we thought we can take. We are maintaining revenues, just a slight decrease on a year-over-year basis that was better than what we had planned.

The real thing for that we did take the timing you know as we would evaluate monetization would be having that revenue growth get up into the low-single digits which we expect would take a little bit of little bit of time to turn that big of an engine and get it into the growth mode. But we are seeing early signs that that is starting to happen.

So I would say you know in the two to three year frame versus maybe earlier we would have said around three..

Great. Thanks for the updates..

You are welcome..

Thank you. Our next question today is coming from Jason Deleeuw from Piper Jaffrey. Your line is now live..

Hey guys, good morning. Good job on Dun and Bradstreet. Just my line dropped so on technical difficulty, so maybe I missed this, but I just want to make sure I understand the confidence.

What is giving you confidence on the organic revenue growth acceleration that you are expecting for Dun and Bradstreet for the rest of the year? It sounds like you made a lot of good progress there, but are you already starting to see the benefits or you are just anticipating them? Just would like to kind of get a sense for that..

What we saw in the first quarter, and what we are seeing in the second quarter is EBITDA basically accelerating, because we are seeing the flow through of the costs showing up and significantly higher, EBITDA and so it grew 10% in the first quarter and that that growth rate which should accelerate as the year goes on in terms of EBITDA growth rate.

Revenues right now as we said, on a year-over-year basis are modestly down the modestly, but that is what we are seeing on the positive side with the new sales realignment, we are starting to see some more focused sales efforts that are starting to show some interesting signs of growth that we could see as we roll through the year and get into get into next year.

But that is what Steve and team is focused on now as the go to market strategy, we are using tuck-in M&A to accelerate speed-to-market and capability where needed as well.

But we are seeing just some early signs on the sell side, but it that will still take potentially rest of the year, early into next year, as we start to see that the fruits of that effort..

Got it and is a 3% to 5% revenue growth target is it still a good kind of long-term target to think about for Dun and Bradstreet?.

That is what we are question for, the timing of that and we will give more detail once we see if that is the objective and once we see that then we think monetization initiatives would present themselves?.

Great and then with Lattice Engines, just kind of like and maybe I missed this but would like to get I mean an update on the strategy on how it is going to help Dun and Bradstreet, is this mostly on the revenue side, is this a key component to getting the revenue growth, just kind of want an update on the strategy there?.

Well it is a way to - we think there is a lot of growth in the advanced sales and marketing and we were a partner with Lattice and has sold them data that they would then use and resell at a higher rate with higher customer satisfaction.

So we were building out their type of artificial intelligence capabilities, their data ingestion, their data matching capabilities, but we decided to buy in because we could acquire across our enterprise more broadly.

So that the acquisition is not large from a revenue viewpoint, but it is very significant from a capability viewpoint that we think has high growth potential in the future..

Got it. And then with complex, can you just help us think about the strategy there.

Is it also designed to help other investments that Cannae has in the portfolio?.

So Fractal, and when we were introduced to the founder of the Company through some of our partners in DNB, and we just think it is just a fascinating example and an exciting investment opportunity with their advanced AI driven platform for cyber security and particularly cyber security in the insurance world.

So, yes, they also have very interesting capabilities for Big Data. So clearly there are some tie over with the DNB team on how we can maybe use their platform to expedite our next gen delivery systems..

Okay. And then just the last question on the adjusted EBITDA that was given for Dun and Bradstreet for the first quarter. And I see you have to report it on the like basis, but for the first quarter, it was $129 million and then the year ago it was $118 million.

Like help us think about that growth there, how much of that was from cost saves and just kind of whatever the puts and takes? I'm trying to get kind of like thinking about a run rate or kind of a jump off point on EBITDA after the first quarter..

Right. And in keep in mind that - remember we closed in February 2. And so my comment was that in the second quarter that growth rate the 10% will be significantly higher, because you will see greater flow through.

But I think the better way to look at it is, we are at over $153 million through June in terms of cost saves that was realized on an annual basis and we expect to get to 200. So again, second quarter, you will see a larger growth rate.

And we have to assume since revenues were modestly down year-over-year in the first quarter that it is almost all, it is just more cost efficiency. So the effect of the synergies flowing through the EBITDA..

Sounds good. Thanks a lot..

You are welcome..

Thank you. We have reached the end of our question-and-answer session. I would like to turn the floor back over to management for any closing remarks..

We look forward to updating you on our third quarter call in November. Thank you for your time today..

Thank you. That does conclude today's teleconference. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today..