Executive Summary

Q1 2025 consolidated results were weak: total operating revenues fell 6.8% year over year to $103.2M and EPS was -$1.81 vs -$1.27 in Q1 2024; both missed Wall Street consensus estimates, driven by Restaurant Group headwinds and discontinued operations presentation of D&B . Consensus had revenue at $105.3M* and EPS at -$0.40*, so results were a material miss.
Strategic catalysts are substantial: D&B sale expected to deliver ~$630M gross proceeds with at least $460M earmarked for buybacks, debt repayment, and dividends; tender offer planned for at least $300M repurchases, margin loan repayment of $101M, and $60M reserved for dividends .
Portfolio rebalancing accelerated: CNNE sold 9M DNB shares for $81M and expanded its JANA Partners stake to 50% for $67.5M plus up to $26M earnout, shifting toward cash-generative private assets .
BKFC momentum continues: AFC Bournemouth set a club points record (53), secured a U.S. Summer Series slot, and moved to acquire and redevelop Vitality Stadium, aiming to nearly double capacity in two phases with mid-teens ROA potential .
Governance and capital return actions provide near-term stock catalysts amid activism: board refresh, declassification proposal, quarterly dividend of $0.12, and explicit commitment to close discount to NAV via large repurchases .

What Went Well and What Went Wrong

What Went Well

Capital return plan defined and funded via D&B monetization: “we expect to use at least $460 million… of which at least $300 million will be used to repurchase shares, $101 million to repay Cannae’s margin loan, and… $60 million to pay future dividends” .
Affiliates beating expectations: “D&B… revenue… $580M… Adjusted EBITDA… $211M… above consensus expectations. Alight… $548M and $118M… both… ahead of consensus; management affirmed 2025 guidance” .
BKFC strategic progress: AFC Bournemouth in Sportico Top 50 at $630M valuation, stadium acquisition to enable phased redevelopment, and performance center opened; management emphasized attractive mid-teens return on stadium investment .

What Went Wrong

Consolidated earnings miss vs consensus: Q1 revenue $103.2M vs $105.3M* and EPS -$1.81 vs -$0.40*, reflecting Restaurant Group softness, higher discontinued ops losses tied to D&B classification, and macro/weather headwinds .
Restaurant Group pressure: same-store sales and guest counts faced “major headwinds,” Adjusted EBITDA turned negative (-$0.6M) from $2.1M a year ago; O’Charley’s lagged industry indices .
Elevated loss items: Q1 recognized losses and discontinued operations totaled -$76.3M, pushing consolidated net loss to -$113.0M and diluted EPS to -$1.81 .

Financial Results

Consolidated P&L vs Prior Periods and Estimates

Metric	Q3 2024	Q4 2024	Q1 2025
Total Operating Revenues ($USD Millions)	$113.9	$110.0	$103.2
Net Loss Attributable to CNNE ($USD Millions)	$(13.6)	N/A	$(113.0)
Diluted EPS ($USD)	$(0.22)	$(0.74)*	$(1.81)
Operating Loss ($USD Millions)	$(18.1)	N/A	$(21.4)
Income Tax Expense ($USD Millions)	N/A	N/A	$20.2

Notes: Q4 2024 revenue per prepared remarks; EPS actual for Q4 2024 from S&P Global*. Values retrieved from S&P Global.

Estimate Comparison (S&P Global consensus)

Metric	Q3 2024	Q4 2024	Q1 2025
Revenue Consensus ($USD Millions)	$105.67*	$105.90*	$105.30*
Revenue Actual ($USD Millions)	$113.9	$110.0	$103.2
EPS Consensus ($USD)	$(0.217)*	$(0.293)*	$(0.403)*
EPS Actual ($USD)	$(0.22)	$(0.74)*	$(1.81)

Notes: All consensus and starred actuals from S&P Global*. Values retrieved from S&P Global.

Segment/Revenue Composition

Revenue Component	Q1 2024	Q1 2025
Restaurant Revenue ($USD Millions)	$106.5	$99.1
Other Operating Revenue ($USD Millions)	$4.2	$4.1
Total Operating Revenues ($USD Millions)	$110.7	$103.2

Affiliate KPIs (non-consolidated context from CNNE letter)

Affiliate	Period	Revenue ($USD Millions)	Adjusted EBITDA ($USD Millions)	Key Notes
Dun & Bradstreet	Q1 2025	$579.8	$210.9	3.6% organic cc growth; margin +70 bps to 36.4%
Alight	Q1 2025	$548.0	$118.0	Margin +70 bps to 21.5%; 2025 guidance affirmed
System1	Q1 2025	$74.5	$12.1	Above high-end guidance; net leverage 4.6x

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Share Repurchases	Post D&B Close (Q3 2025 expected)	N/A	At least $300M buyback including tender offer	Raised capital return visibility
Debt Repayment	Post D&B Close	N/A	Repay $101M margin loan	New explicit action
Dividend Funding	Post D&B Close	N/A	Retain $60M for future quarterly dividends	New explicit action
Quarterly Dividend	Q2 2025 pay date	$0.12 (ongoing)	$0.12 payable June 30, 2025	Maintained
JANA Ownership	Q3 2025 close expected	20%	50% ownership; $67.5M upfront + up to $26M earnout	Expanded
D&B Status	Q3 2025 close expected	Strategic review	Definitive agreement to be acquired; CNNE expects ~$630M proceeds	Transaction defined
Alight FY2025	FY 2025	Revenue $2.32–$2.39B; Adj. EBITDA $620–$645M; FCF $250–$285M	Affirmed	Maintained

Earnings Call Themes & Trends

Topic	Previous Mentions (Q3 2024, Q4 2024)	Current Period (Q1 2025)	Trend
Portfolio rebalancing toward private/cash-generative	Plan reiterated; Watkins acquired; JANA 20% stake	Expanded JANA to 50%; continued public stake monetization (DNB shares sold)	Accelerating
Capital return (buybacks/dividends)	Dutch tender $222M; quarterly dividend initiated	At least $300M buybacks; $0.12 dividend; explicit $101M debt paydown	Intensifying
BKFC infrastructure and brand	Training facility opening, strong performance	Vitality Stadium acquisition; phased redevelopment; Sportico valuation; U.S. tour	Scaling
Activism/governance	Board refresh begun; internalization	Board declassification proposal; two new directors; succession to CEO	Greater engagement
D&B process	Ongoing strategic review	Definitive sale; CNNE discontinued ops presentation	Resolved path
Restaurant Group operations	Menu/value strategy to lift guest counts	Leadership changes, SKU reduction, support center downsizing	Fixing cost base

Management Commentary

“We expect to use at least $460 million… at least $300 million… repurchase shares, $101 million… margin loan, and… $60 million to pay future dividends. These actions… will help close the stock price discount to NAV.” — Ryan Caswell, CEO .
“D&B… revenue… $580 million… Adjusted EBITDA… $211 million… above consensus… margin increased 70 bps to 36.4%.” — Ryan Caswell .
“We believe [Vitality Stadium] redevelopment… mid-teens type return… attractive financially.” — Ryan Caswell (Q&A) .
“Ninety Nine… has equaled or outperformed the Baird Casual Dining Index… in each of the last 16 4-week periods.” — Bryan Coy, CFO .

Q&A Highlights

JANA economics and ownership: AUM “north of $2 billion,” deal viewed as attractive; no plans to increase ownership beyond 50% currently .
Stadium economics: redevelopment preferred over new build; two-phase plan targeting near doubling capacity to ~20,000 seats with mid-teens ROA .
Capital deployment: near-term focus on large buybacks post-DNB close; selective opportunistic investments; additional $25M to BKFC referenced, but majority of capital to buybacks .
Restaurant Group cost actions: SKU reductions, leadership overhaul, support center downsizing to cut 7-figure annual costs .
Activism dialogue: open to discussions with investors including Carronade while executing CNNE strategy .

Estimates Context

Q1 2025 CNNE consolidated missed consensus: revenue $103.2M vs $105.3M* and EPS -$1.81 vs -$0.403*, reflecting Restaurant Group softness and discontinued operations impacts related to D&B . Values retrieved from S&P Global.
Q1 affiliate beats: Management stated D&B and Alight Q1 results were above consensus, supporting portfolio value despite CNNE consolidated miss .
Implications: Street models likely need lower Restaurant Group EBITDA and higher consolidated loss items for Q2; capital return timeline (tender offer) should shift NAV discount framework sooner.

Key Takeaways for Investors

The near-term stock narrative hinges on the D&B cash monetization and execution of the at least $300M buyback; expect tender mechanics and timing to be a primary catalyst to narrow the NAV discount .
Despite consolidated earnings volatility, affiliate performance (DNB, ALIT) and cash inflows bolster CNNE’s capacity to return capital and reposition the portfolio .
Restaurant Group is in turnaround: leadership, SKU, and support cost changes should improve flow-through; monitor same-store trends and Adjusted EBITDA trajectory over Q2–Q3 .
BKFC’s infrastructure and brand investments may create incremental asset value; Vitality Stadium redevelopment ROA and Sportico valuation support the multi-club thesis .
Governance actions (declassification, board refresh) and ongoing activism increase probability of shareholder-friendly outcomes; succession underscores commitment to the plan .
Trading setup: initial reaction to earnings miss may be tempered by capital return visibility; timing clarity on tender offer and D&B close are key for near-term upside .
Medium-term: expect continued portfolio rotation toward private, cash-generative assets (e.g., JANA, Watkins) supporting dividend sustainability and buyback capacity .

Footnote: All consensus estimates and starred values are retrieved from S&P Global. Values retrieved from S&P Global.

Cannae Holdings, Inc. (CNNE)·Q1 2025 Earnings Summary