Cover page
Cover page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 25, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39310 | |
Entity Registrant Name | ZoomInfo Technologies Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-3037521 | |
Entity Address, Address Line One | 805 Broadway Street | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98660 | |
City Area Code | 800 | |
Local Phone Number | 914-1220 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | ZI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001794515 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 375,392,534 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 22,338,777 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 196.8 | $ 269.8 | |
Short-term investments | 36.5 | 30.6 | |
Restricted cash, current | 0 | 1.2 | |
Accounts receivable | 115.1 | 121.2 | |
Prepaid expenses and other current assets | 56.2 | 14.3 | |
Income tax receivable | 4.1 | 2.4 | |
Total current assets | 408.7 | 439.5 | |
Property and equipment, net | 38.7 | 31 | |
Operating lease right-of-use assets, net | 62.1 | 32 | |
Intangible assets, net | 447.3 | 365.7 | |
Goodwill | 1,575.4 | 1,000.1 | |
Deferred tax assets | 4,006 | 415.7 | |
Deferred costs and other assets, net of current portion | 64.1 | 43.4 | |
Restricted cash, non-current | 5.8 | 0 | |
Total assets | 6,608.1 | 2,327.4 | |
Current liabilities: | |||
Accounts payable | 24.9 | 8.6 | |
Accrued expenses and other current liabilities | 77.6 | 81.5 | |
Unearned revenue, current portion | 285.6 | 221.3 | |
Income taxes payable | 5.5 | 3.4 | |
Current portion of tax receivable agreements liability | 6.2 | 0 | |
Current portion of operating lease liabilities | 8.1 | 6 | |
Total current liabilities | 407.9 | 320.8 | |
Unearned revenue, net of current portion | 2.3 | 1.4 | |
Tax receivable agreements liability, net of current portion | 3,059.6 | 271 | |
Operating lease liabilities, net of current portion | 63.2 | 33.6 | |
Long-term debt, net of current portion | 1,232.2 | 744.9 | |
Deferred tax liabilities | 1.2 | 8.3 | |
Other long-term liabilities | 7 | 7.8 | |
Total liabilities | 4,773.4 | 1,387.8 | |
Commitments and Contingencies | |||
Permanent Equity (Deficit) | |||
Additional paid-in capital | 1,808.9 | 505.2 | |
Accumulated other comprehensive income (loss) | 4.3 | (2.4) | |
Retained Earnings | (32.1) | (4) | |
Noncontrolling interests | 49.7 | 436.8 | |
Total equity (deficit) | 1,834.7 | 939.6 | |
Total liabilities, temporary, and permanent equity (deficit) | 6,608.1 | 2,327.4 | |
Class A common stock | |||
Permanent Equity (Deficit) | |||
Common stock | 3.7 | 0.9 | |
Class B common stock | |||
Permanent Equity (Deficit) | |||
Common stock | 0.2 | 2.2 | |
Class C common stock | |||
Permanent Equity (Deficit) | |||
Common stock | $ 0 | $ 0.9 | |
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Class B common stock | ||
Common stock, par value (in dollars per share) | 0.01 | 0.01 |
Class C common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenue | $ 197.6 | $ 123.4 | $ 524.9 | $ 336.5 | |
Cost of service: | |||||
Cost of service [Extensible List] | Service [Member] | ||||
Cost of service | [1] | 27.2 | 21.2 | $ 72.1 | 64.2 |
Amortization of acquired technology | 10.7 | 5.5 | 24.2 | 16.7 | |
Gross profit | 159.7 | 96.7 | 428.6 | 255.6 | |
Operating expenses: | |||||
Sales and marketing | [1] | 65.3 | 46.1 | 164 | 139.7 |
Research and development | [1] | 34.4 | 10.6 | 78.8 | 36.9 |
General and administrative | [1] | 23.4 | 17.1 | 64.1 | 45.3 |
Amortization of other acquired intangibles | 5.4 | 4.6 | 15 | 13.9 | |
Restructuring and transaction-related expenses | 11 | (0.1) | 17.6 | 12.3 | |
Total operating expenses | 139.5 | 78.3 | 339.5 | 248.1 | |
Income (loss) from operations | 20.2 | 18.4 | 89.1 | 7.5 | |
Interest expense, net | 13.9 | 9.7 | 30.5 | 59.3 | |
Loss on debt modification and extinguishment | 1.8 | 0 | 7.7 | 14.9 | |
Other (income) expense, net | (0.1) | (3.8) | (0.2) | (3.8) | |
Income (loss) before income taxes | 4.6 | 12.5 | 51.1 | (62.9) | |
Income tax expense (benefit) | 45.5 | 1.4 | 101.4 | 9.8 | |
Net income (loss) | (40.9) | 11.1 | (50.3) | (72.7) | |
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions | 0 | 0 | 0 | (5.1) | |
Less: Net income (loss) attributable to noncontrolling interests | (0.3) | 6.2 | (22.2) | (38.1) | |
Net income (loss) attributable to ZoomInfo Technologies Inc. | $ (40.6) | $ 4.9 | $ (28.1) | $ (29.5) | |
Net income (loss) per share of Class A and Class C common stock | |||||
Basic (in dollars per share) | $ (0.15) | $ 0.03 | $ (0.13) | $ (0.26) | |
Diluted (in dollars per share) | $ (0.15) | $ 0.02 | $ (0.13) | $ (0.26) | |
[1] | Amounts include equity-based compensation expense, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of service $ 2.8 $ 6.8 $ 9.5 $ 23.8 Sales and marketing 9.5 15.2 25.1 53.6 Research and development 7.4 1.8 13.2 11.9 General and administrative 4.8 4.6 11.9 14.9 Total equity-based compensation expense $ 24.5 $ 28.4 $ 59.7 $ 104.2 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total equity-based compensation expense | $ 24.5 | $ 28.4 | $ 59.7 | $ 104.2 |
Cost of service | ||||
Total equity-based compensation expense | 2.8 | 6.8 | 9.5 | 23.8 |
Sales and marketing | ||||
Total equity-based compensation expense | 9.5 | 15.2 | 25.1 | 53.6 |
Research and development | ||||
Total equity-based compensation expense | 7.4 | 1.8 | 13.2 | 11.9 |
General and administrative | ||||
Total equity-based compensation expense | $ 4.8 | $ 4.6 | $ 11.9 | $ 14.9 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (40.9) | $ 11.1 | $ (50.3) | $ (72.7) |
Other comprehensive income (loss), net of tax | ||||
Unrealized gain (loss) on cash flow hedges | 1.5 | (1.5) | 8.6 | (11.1) |
Realized loss on settlement of cash flow hedges | 1.5 | 1.7 | 4.5 | 4 |
Amortization of deferred losses related to the dedesignated Interest Rate Swap | 0.1 | 0 | 0.2 | 3 |
Other comprehensive income (loss) before tax | 3.1 | 0.2 | 13.3 | (4.1) |
Tax effect | (0.8) | 0 | (2.1) | 0 |
Other comprehensive income (loss), net of tax | 2.3 | 0.2 | 11.2 | (4.1) |
Comprehensive income (loss) | (38.6) | 11.3 | (39.1) | (76.8) |
Less: Comprehensive income attributable to ZoomInfo OpCo prior to the Reorganization Transactions | 0 | 0 | 0 | (12.8) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (0.4) | 6.3 | (16.9) | (35.7) |
Comprehensive income (loss) attributable to ZoomInfo Technologies Inc. | $ (38.2) | $ 5 | $ (22.2) | $ (28.3) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficit) - USD ($) $ in Millions | Total | Common StockClass A | Common StockClass B | Common StockClass C | Additional Paid-in Capital | Retained Earnings | AOCI | Noncontrolling Interests | Pre-Acquisition ZI | ||
Beginning balance, Stockholders' Equity (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2019 | $ (213.8) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (6) | $ 0 | |||
Beginning balance, Members' Deficit at Dec. 31, 2019 | $ (207.8) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (5.9) | (5.9) | |||||||||
Member distributions | (5) | (5) | |||||||||
Other comprehensive income | (6.7) | (6.7) | |||||||||
Equity-based compensation | 11.3 | 11.3 | |||||||||
Ending balance, Members' Deficit at Mar. 31, 2020 | (207.4) | ||||||||||
Ending balance, Stockholders' Equity (in shares) at Mar. 31, 2020 | 0 | 0 | 0 | ||||||||
Ending balance at Mar. 31, 2020 | (220.1) | $ 0 | $ 0 | $ 0 | 0 | 0 | (12.7) | 0 | |||
Beginning balance, Stockholders' Equity (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2019 | (213.8) | $ 0 | $ 0 | $ 0 | 0 | 0 | (6) | 0 | |||
Beginning balance, Members' Deficit at Dec. 31, 2019 | (207.8) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions | (5.1) | ||||||||||
Net income (loss) | (72.7) | ||||||||||
Other comprehensive income | (4.1) | ||||||||||
Ending balance, Members' Deficit at Sep. 30, 2020 | [1] | 0 | |||||||||
Ending balance, Stockholders' Equity (in shares) at Sep. 30, 2020 | [1] | 69,173,426 | 228,491,601 | 91,582,353 | |||||||
Ending balance at Sep. 30, 2020 | [1] | 845.7 | $ 0.7 | $ 2.3 | $ 0.9 | 427.3 | (29.5) | (2.9) | 446.9 | ||
Beginning balance, Stockholders' Equity (in shares) at Mar. 31, 2020 | 0 | 0 | 0 | ||||||||
Beginning balance at Mar. 31, 2020 | (220.1) | $ 0 | $ 0 | $ 0 | 0 | 0 | (12.7) | 0 | |||
Beginning balance, Members' Deficit at Mar. 31, 2020 | (207.4) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions | 0.8 | 0.8 | |||||||||
Other comprehensive loss prior to Reorganization Transactions and IPO | (1) | (1) | |||||||||
Forfeitures / cancellations (in shares) | (59,693) | (10,882) | |||||||||
Forfeitures / cancellations | 0 | ||||||||||
Member distributions | (1.8) | (1.8) | |||||||||
Equity-based compensation prior to Reorganization Transactions | 4.5 | 4.5 | |||||||||
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests | $ 2.4 | $ 1 | (628.1) | 8.4 | 412.4 | 203.9 | |||||
Initial effect of the Reorganization Transactions and IPO on noncontrolling interests (in shares) | 242,414,027 | 98,381,656 | |||||||||
Issuance of Class A common stock in IPO, net of costs (in shares) | 48,528,783 | ||||||||||
Issuance of Class A common stock in IPO, net of costs | 1,016.6 | $ 0.5 | 1,016.1 | ||||||||
Purchases of ZoomInfo OpCo units in connection with IPO (in shares) | 2,370,948 | 2,370,948 | |||||||||
Purchases of ZoomInfo OpCo Units in connection with IPO | (47.2) | (47.2) | |||||||||
Purchases of Class C units in connection with IPO (in shares) | 275,269 | 275,269 | |||||||||
Purchases of Class C units in connection with IPO | (5.5) | (5.5) | |||||||||
Opco Units exchanged into Class A shares (in shares) | 878,984 | 878,984 | |||||||||
Opco Units exchanged into Class A shares | 0 | ||||||||||
Series A Preferred Unit redemption accretion | (74) | (74) | |||||||||
Increase in deferred tax asset from step-up in tax basis under TRA related to unit exchanges (as revised) | 151.5 | 107.2 | 1.4 | 42.9 | |||||||
Net income subsequent to Reorganization Transactions | (78.7) | (34.4) | (44.3) | ||||||||
Other comprehensive loss subsequent to Reorganization Transactions and IPO | 3.4 | 1.1 | 2.3 | ||||||||
Equity-based compensation subsequent to Reorganization Transactions | 60 | 23.1 | 36.9 | ||||||||
Ending balance, Members' Deficit at Jun. 30, 2020 | [1] | 0 | |||||||||
Ending balance, Stockholders' Equity (in shares) at Jun. 30, 2020 | [1] | 51,994,291 | 239,153,213 | 98,106,387 | |||||||
Ending balance at Jun. 30, 2020 | [1] | 808.5 | $ 0.5 | $ 2.4 | $ 1 | 391.6 | (34.4) | (2.8) | 450.2 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions | 0 | ||||||||||
Effect of LLC Unit Exchanges (in shares) | 17,179,135 | (10,655,101) | (6,524,034) | ||||||||
Effect of LLC Unit Exchanges | 0 | $ 0.2 | $ (0.1) | $ (0.1) | 19.3 | 0 | (0.2) | (19.1) | |||
Forfeitures / cancellations (in shares) | (6,511) | ||||||||||
Forfeitures / cancellations | 0 | ||||||||||
Net income (loss) | 11.1 | 4.9 | 6.2 | ||||||||
Other comprehensive income | 0.2 | 0.1 | 0.1 | ||||||||
Paid and accrued tax distributions | (7.2) | (7.2) | |||||||||
Equity-based compensation | 28.4 | 11.7 | 16.7 | ||||||||
Tax receivable agreement adjustments | 4.7 | 4.7 | |||||||||
Ending balance, Members' Deficit at Sep. 30, 2020 | [1] | $ 0 | |||||||||
Ending balance, Stockholders' Equity (in shares) at Sep. 30, 2020 | [1] | 69,173,426 | 228,491,601 | 91,582,353 | |||||||
Ending balance at Sep. 30, 2020 | [1] | 845.7 | $ 0.7 | $ 2.3 | $ 0.9 | 427.3 | (29.5) | (2.9) | 446.9 | ||
Beginning balance, Stockholders' Equity (in shares) at Dec. 31, 2020 | 87,697,381 | 216,652,704 | 86,123,230 | ||||||||
Beginning balance at Dec. 31, 2020 | 939.6 | [2] | $ 0.9 | $ 2.2 | $ 0.9 | 505.2 | (4) | (2.4) | 436.8 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Effect of LLC Unit Exchanges (in shares) | 14,500,582 | (9,776,683) | (3,869,894) | ||||||||
Effect of LLC Unit Exchanges | 17 | $ 0.1 | $ (0.1) | $ (0.1) | 37.2 | 0 | (20.1) | ||||
Issuance of Class A common stock upon vesting of RSUs (in shares) | 20,439 | ||||||||||
Issuance of Class A common stock upon vesting of RSUs | 0 | ||||||||||
Shares withheld related to net share settlement and other (in shares) | (30,936) | ||||||||||
Shares withheld related to net share settlement and other | (1.6) | (1.6) | |||||||||
Exercise of stock options (in shares) | 24,758 | ||||||||||
Exercise of stock options | 0.5 | 0.5 | |||||||||
Forfeitures / cancellations (in shares) | (7,852) | ||||||||||
Forfeitures / cancellations | 0 | ||||||||||
Net income (loss) | (33.9) | 3.2 | (37.1) | ||||||||
Other comprehensive income | 10.2 | 4 | 6.2 | ||||||||
Paid and accrued tax distributions | (3) | (3) | |||||||||
Equity-based compensation | 18.1 | 8.3 | 9.8 | ||||||||
Ending balance, Stockholders' Equity (in shares) at Mar. 31, 2021 | 102,212,224 | 206,868,169 | 82,253,336 | ||||||||
Ending balance at Mar. 31, 2021 | 946.9 | $ 1 | $ 2.1 | $ 0.8 | 549.6 | (0.8) | 1.6 | 392.6 | |||
Beginning balance, Stockholders' Equity (in shares) at Dec. 31, 2020 | 87,697,381 | 216,652,704 | 86,123,230 | ||||||||
Beginning balance at Dec. 31, 2020 | 939.6 | [2] | $ 0.9 | $ 2.2 | $ 0.9 | 505.2 | (4) | (2.4) | 436.8 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions | 0 | ||||||||||
Net income (loss) | (50.3) | ||||||||||
Other comprehensive income | 11.2 | ||||||||||
Ending balance, Stockholders' Equity (in shares) at Sep. 30, 2021 | 374,751,795 | 22,879,022 | 0 | ||||||||
Ending balance at Sep. 30, 2021 | 1,834.7 | $ 3.7 | $ 0.2 | $ 0 | 1,808.9 | (32.1) | 4.3 | 49.7 | |||
Beginning balance, Stockholders' Equity (in shares) at Mar. 31, 2021 | 102,212,224 | 206,868,169 | 82,253,336 | ||||||||
Beginning balance at Mar. 31, 2021 | 946.9 | $ 1 | $ 2.1 | $ 0.8 | 549.6 | (0.8) | 1.6 | 392.6 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Effect of LLC Unit Exchanges (in shares) | 19,514,930 | (15,259,859) | (4,040,025) | ||||||||
Effect of LLC Unit Exchanges | 14.1 | $ 0.2 | $ (0.2) | $ 0 | 45.1 | 0.1 | (31.1) | ||||
Issuance of Class A common stock upon vesting of RSUs (in shares) | 123,729 | ||||||||||
Issuance of Class A common stock upon vesting of RSUs | 0 | ||||||||||
Shares withheld related to net share settlement and other (in shares) | (14,333) | ||||||||||
Shares withheld related to net share settlement and other | (0.6) | (0.6) | |||||||||
Exercise of stock options (in shares) | 11,056 | ||||||||||
Exercise of stock options | 0.2 | 0.2 | |||||||||
Forfeitures / cancellations (in shares) | (32,424) | ||||||||||
Forfeitures / cancellations | 0 | ||||||||||
Net income (loss) | 24.5 | 9.3 | 15.2 | ||||||||
Other comprehensive income | (1.3) | (0.5) | (0.8) | ||||||||
Paid and accrued tax distributions | (9.2) | (9.2) | |||||||||
Equity-based compensation | 17.1 | 8.4 | 8.7 | ||||||||
Ending balance, Stockholders' Equity (in shares) at Jun. 30, 2021 | 121,847,606 | 191,575,886 | 78,213,311 | ||||||||
Ending balance at Jun. 30, 2021 | 991.7 | $ 1.2 | $ 1.9 | $ 0.8 | 602.7 | 8.5 | 1.2 | 375.4 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions | 0 | ||||||||||
Effect of LLC Unit Exchanges (in shares) | 252,796,919 | (168,693,583) | (78,213,311) | ||||||||
Effect of LLC Unit Exchanges | 860.5 | $ 2.5 | $ (1.7) | $ (0.8) | 1,222.5 | 0.7 | (362.7) | ||||
Effect of reorganization transaction | 0 | (27.8) | 27.8 | ||||||||
Issuance of Class A common stock upon vesting of RSUs (in shares) | 147,368 | ||||||||||
Issuance of Class A common stock upon vesting of RSUs | 0 | ||||||||||
Shares withheld related to net share settlement and other (in shares) | (68,803) | ||||||||||
Shares withheld related to net share settlement and other | (4.3) | (4.3) | |||||||||
Exercise of stock options (in shares) | 28,705 | ||||||||||
Exercise of stock options | 0.6 | 0.6 | |||||||||
Forfeitures / cancellations (in shares) | (3,281) | ||||||||||
Forfeitures / cancellations | 0 | ||||||||||
Registered offering costs | (1.6) | (1.6) | |||||||||
Net income (loss) | (40.9) | (40.6) | (0.3) | ||||||||
Other comprehensive income | 2.3 | 2.4 | (0.1) | ||||||||
Paid and accrued tax distributions | (1.9) | (1.9) | |||||||||
Equity-based compensation | 24.5 | 16.8 | 7.7 | ||||||||
Ending balance, Stockholders' Equity (in shares) at Sep. 30, 2021 | 374,751,795 | 22,879,022 | 0 | ||||||||
Ending balance at Sep. 30, 2021 | $ 1,834.7 | $ 3.7 | $ 0.2 | $ 0 | $ 1,808.9 | $ (32.1) | $ 4.3 | $ 49.7 | |||
[1] | In connection with the preparation of its financial statements, the Company determined that the Condensed Consolidated Balance Sheet as of June 30, 2020 and the Consolidated Statement of Changes in Equity for the six months ended June 30, 2020 contained an immaterial error related to the calculation of the tax receivable agreement liability and deferred tax assets and liabilities. While the impact of the error was not material to the previously issued financial statements taken as a whole, the Company has revised the Consolidated Statement of Changes in Equity for the six months ended June 30, 2020 in the accompanying financial statements to correct the error. The impacts of the error correction to the previously issued Condensed Consolidated Balance Sheet as of June 30, 2020 are as follows: a decrease to Deferred tax assets of $0.2 million; a decrease to Tax receivable agreements liability, net of current portion of $21.2 million; a decrease to Deferred tax liabilities of $4.2 million; and an increase to Additional paid-in capital of $25.2 million. September 30, 2020 balances have been updated accordingly. | ||||||||||
[2] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Deficit) (Parenthetical) $ in Millions | Jun. 30, 2020USD ($) |
Revision of Prior Period, Error Correction, Adjustment | |
Deferred tax assets | $ (0.2) |
Tax receivable agreements liability, net of current portion | (21.2) |
Deferred tax liabilities | (4.2) |
Additional paid-in capital | $ 25.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ (40.9) | $ (33.9) | $ 11.1 | $ (5.9) | $ (50.3) | $ (72.7) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 49.6 | 37 | ||||||
Amortization of debt discounts and issuance costs | 1.8 | 3.2 | ||||||
Amortization of deferred commissions costs | 29.3 | 17.5 | ||||||
Asset impairments | 2.7 | 0 | ||||||
Loss on debt modification and extinguishment | 7.7 | 14.9 | ||||||
Deferred consideration valuation adjustments | 0.2 | 1.2 | ||||||
Equity-based compensation expense | 59.7 | 104.2 | ||||||
Deferred income taxes | 84.5 | 4.5 | ||||||
Tax receivable agreement remeasurement | (0.3) | (3.9) | ||||||
Provision for bad debt expense | 3.1 | 1.1 | ||||||
Changes in operating assets and liabilities, net of acquisitions: | ||||||||
Accounts receivable | 7.2 | (4.6) | ||||||
Prepaid expenses and other current assets | (5.7) | (2.7) | ||||||
Deferred costs and other assets, net of current portion | (33.5) | (22.3) | ||||||
Income tax receivable | (1.6) | (0.2) | ||||||
Accounts payable | 11.8 | 1.8 | ||||||
Accrued expenses and other liabilities | 6.9 | 6.9 | ||||||
Unearned revenue | 55 | 16.8 | ||||||
Net cash provided by (used in) operating activities | 228.1 | 102.7 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of short-term investments | (119.8) | 0 | ||||||
Maturities of short-term investments | 52 | 0 | ||||||
Proceeds from sales of short-term investments | 61.7 | 0 | ||||||
Purchases of property and equipment and other assets | (15.8) | (11.8) | ||||||
Cash paid for acquisitions, net of cash acquired | (717.5) | 0 | ||||||
Net cash provided by (used in) investing activities | (739.4) | (11.8) | ||||||
Cash flows from financing activities: | ||||||||
Payments of deferred consideration | (9.4) | (24.7) | ||||||
Proceeds from debt | 1,071.8 | 35 | ||||||
Repayment of debt | (581.4) | (510.9) | ||||||
Payments of debt issuance and modification costs | (11.4) | (1) | ||||||
Proceeds from exercise of stock options | 1.4 | 0 | ||||||
Taxes paid related to net share settlement of equity awards | (7.2) | 0 | ||||||
Repurchase outstanding equity / member units | 0 | (332.4) | ||||||
Proceeds from equity offering, net of underwriting discounts | 0 | 1,023.7 | ||||||
Payments of equity issuance costs | (1) | (7.2) | ||||||
Tax distributions | (19.9) | (9.9) | ||||||
Net cash provided by (used in) financing activities | 442.9 | 172.6 | ||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | (68.4) | 263.5 | ||||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 271 | $ 42.5 | 271 | 42.5 | $ 42.5 | |||
Cash, cash equivalents, and restricted cash at end of period | 202.6 | 306 | 202.6 | 306 | 271 | |||
Cash, cash equivalents, and restricted cash at end of period: | ||||||||
Cash and cash equivalents | 196.8 | 304.9 | 196.8 | 304.9 | 269.8 | [1] | ||
Restricted cash, current | 0 | 1.1 | 0 | 1.1 | 1.2 | [1] | ||
Restricted cash, non-current | 5.8 | 0 | 5.8 | 0 | 0 | [1] | ||
Total cash, cash equivalents, and restricted cash | 202.6 | 306 | 202.6 | 306 | $ 271 | |||
Supplemental disclosures of cash flow information | ||||||||
Interest paid in cash | 26.3 | 56.8 | ||||||
Cash paid for taxes | 15.6 | 0.8 | ||||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Property and equipment included in accounts payable and accrued expenses and other current liabilities | 3 | 0 | ||||||
Estimated business combination consideration receivable | $ 33.9 | $ 0 | $ 33.9 | $ 0 | ||||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Organization and Background
Organization and Background | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Background | Note 1 - Organization and Background Business ZoomInfo Technologies Inc., through its operating subsidiaries provides a go-to-market intelligence and engagement platform for sales and marketing teams. The Company’s cloud-based platform provides accurate and comprehensive information on organizations and professionals to help users identify target customers and decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft messages, engage via automated sales tools, and track progress through the deal cycle. Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “ZoomInfo,” and the “Company” refer (1) prior to the consummation of the Reorganization Transactions, to ZoomInfo OpCo and its consolidated subsidiaries, and (2) after the consummation of the Reorganization Transactions, to ZoomInfo Technologies Inc. and its consolidated subsidiaries. Organization ZoomInfo Technologies Inc. was formed on November 14, 2019 with no operating assets or operations as a Delaware corporation for the purposes of facilitating an initial public offering (“IPO”) and other related transactions in order to carry on the business of ZoomInfo Holdings LLC (“ZoomInfo OpCo”) (formerly known as DiscoverOrg Holdings, LLC), a Delaware limited liability company. Following consummation of the Reorganization Transactions (as described below), ZoomInfo OpCo became a direct subsidiary of ZoomInfo Intermediate Holdings LLC (“ZoomInfo HoldCo”), a Delaware limited liability company and an indirect subsidiary of ZoomInfo Technologies Inc. The Company headquarters are located in Vancouver, WA, and we operate in eleven offices throughout the U.S. and two offices in Israel. Initial Public Offering On June 8, 2020, ZoomInfo Technologies Inc. completed the IPO, in which it sold 51,175,000 shares of Class A common stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) at a public offering price of $21.00 per share for net proceeds of $1,019.6 million, after deducting underwriters’ discounts (but excluding other offering expenses and reimbursements). ZoomInfo Technologies Inc. used all of the proceeds from the IPO to (i) purchase 48,528,783 newly issued HoldCo Units from ZoomInfo HoldCo for approximately $966.9 million (which ZoomInfo HoldCo in turn used to purchase the same number of newly issued OpCo Units from ZoomInfo OpCo); (ii) purchase 2,370,948 OpCo Units from certain Pre-IPO OpCo Unitholders for approximately $47.2 million; and (iii) fund $5.5 million of merger consideration payable to certain Pre-IPO Blocker Holders in connection with the Blocker Mergers (as defined below). Reorganization Transactions In connection with the IPO, the Company completed the following transactions (“Reorganization Transactions”): • ZoomInfo OpCo effected a four—for—one reverse unit split; • ZoomInfo Technologies Inc. formed a new merger subsidiary with respect to each of the Blocker Companies through which certain of our Pre-IPO Blocker Holders held their interests in ZoomInfo OpCo, each merger subsidiary merged with and into the respective Blocker Companies in reverse-subsidiary mergers, and the surviving entities merged with and into ZoomInfo Technologies Inc. (such mergers, the “Blocker Mergers”), which Blocker Mergers resulted in the Pre-IPO Blocker Holders receiving a combination of (i) shares of Class C common stock of ZoomInfo Technologies Inc. and (ii) a cash amount in respect of reductions in such Pre-IPO Blocker Holders’ equity interests, based on the initial offering price of the Class A common stock in the IPO; • certain Pre-IPO Owners acquired interests in ZoomInfo HoldCo as a result of the merger of an entity that held OpCo Units on behalf of such Pre-IPO Owners into ZoomInfo HoldCo (the “ZoomInfo HoldCo Contributions”) and the redemption of some OpCo Units pursuant to which the holders of such OpCo Units received HoldCo Units; and • the limited liability company agreement of each of ZoomInfo OpCo and ZoomInfo HoldCo was amended and restated to, among other things, modify their capital structure by reclassifying the interests held by the Pre-IPO OpCo Unitholders, the Continuing Class P Unitholders, and the Pre-IPO HoldCo Unitholders, resulting in OpCo Units of ZoomInfo OpCo, Class P Units of ZoomInfo OpCo, and HoldCo Units of ZoomInfo HoldCo, respectively (such reclassification, the “Reclassification”). We refer to the Reclassification, together with the Blocker Mergers and the ZoomInfo HoldCo Contributions, as the “Reorganization Transactions.” Following the Reorganization Transactions, ZoomInfo Technologies Inc. became a holding company, with its sole material asset being a controlling equity interest in ZoomInfo HoldCo, which became a holding company with its sole material asset being a controlling equity interest in ZoomInfo OpCo. ZoomInfo Technologies Inc. will operate and control all of the business and affairs, and consolidate the financial results, of ZoomInfo OpCo through ZoomInfo HoldCo and, through ZoomInfo OpCo and its subsidiaries, conduct our business. Accordingly, ZoomInfo Technologies Inc. consolidates the financial results of ZoomInfo HoldCo, and therefore ZoomInfo OpCo, and reports the non-controlling interests of the Pre-IPO HoldCo Units and Pre-IPO OpCo Units on its consolidated financial statements. In connection with the Reorganization Transactions and the IPO, ZoomInfo Technologies Inc. entered into two tax receivable agreements. See Note 16. In August 2021, the Company completed a series of reorganization transactions to simplify its corporate structure, including the distribution of shares of common stock of RKSI Acquisition Corp (“RKSI”) from ZoomInfo Holdings LLC to ZoomInfo HoldCo, the merger of RKSI with and into ZoomInfo HoldCo with ZoomInfo HoldCo surviving, and the merger of ZoomInfo HoldCo with and into the Company with the Company surviving. Prior to the consummation of the HoldCo Merger, all holders of HoldCo Units (other than the Company) exchanged their HoldCo Units and paired shares of Class B common stock of the Company for shares of Class A common stock of the Company pursuant to the terms of the limited liability company agreement of HoldCo. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) has been condensed or omitted pursuant to those rules and regulations. The financial statements included in this report should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results that may be expected for the full fiscal year ending December 31, 2021 or any future period. The accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair statement of financial position as of September 30, 2021, and results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The Condensed Consolidated Balance Sheet as of December 31, 2020 was derived from the audited consolidated balance sheets of the Company but does not contain all of the footnote disclosures from those annual financial statements. Accordingly, certain footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates relate to, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuation and useful lives of long-lived assets, fair value of tangible and intangible assets acquired in business combinations, equity-based compensation, and income taxes, among other things. We base these estimates on historical and anticipated results, trends, and other assumptions with respect to future events that we believe are reasonable and evaluate our estimates on an ongoing basis. Given that estimates and judgments are required, actual results may differ from our estimates and such differences could be material to our consolidated financial position and results of operations. Principles of Consolidation The consolidated financial statements include the accounts of ZoomInfo Technologies Inc. and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting guidance. All intercompany transactions and balances have been eliminated in consolidation. ZoomInfo Technologies Inc. operates and has the power to control all of the businesses and affairs of, ZoomInfo OpCo. ZoomInfo Technologies Inc. has the obligation to absorb losses of, and receive benefits from, ZoomInfo OpCo, that could be significant. We determined that, as a result of the Reorganization Transactions described above, ZoomInfo OpCo is a VIE. Further, ZoomInfo Technologies Inc. has no contractual requirement to provide financial support to ZoomInfo OpCo and, for the nine months ended September 30, 2021, ZoomInfo Technologies Inc. did not provide support to ZoomInfo OpCo. Accordingly, ZoomInfo Technologies Inc. is considered the primary beneficiary and consolidates ZoomInfo OpCo in the Company’s consolidated financial statements. The Reorganization Transactions were accounted for consistent with a combination of entities under common control. As a result, the financial reports filed with the SEC by the Company subsequent to the Reorganization Transactions are prepared “as if” ZoomInfo OpCo is the accounting predecessor of the Company. The historical operations of ZoomInfo OpCo are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of ZoomInfo OpCo prior to the Reorganization Transactions; (ii) the consolidated results of ZoomInfo Technologies Inc. and ZoomInfo OpCo following the Reorganization Transactions; (iii) the assets and liabilities of ZoomInfo OpCo and ZoomInfo Technologies Inc. at their historical cost; and (iv) ZoomInfo Technologies Inc. equity structure for all periods presented. No step-up basis of intangible assets or goodwill was recorded. ZoomInfo OpCo has been determined to be our predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. The Company’s financial position, performance and cash flows effectively represent those of ZoomInfo OpCo as of and for all periods presented. Revenue Recognition The company derives revenue primarily from subscription services. Our subscription services consist of our SaaS applications and related access to our databases. Subscription contracts are generally based on the number of users that access our applications, the level of functionality that they can access, and the amount of data that a customer integrates with their systems. Our subscriptions contracts typically have a term of 1 to 3 years and are non-cancelable. We typically bill for services annually, semi-annually, or quarterly in advance of delivery. The Company accounts for revenue contracts with customers through the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when or as the Company satisfies a performance obligation. We recognize revenue for subscription contracts on a ratable basis over the contract term based on the number of calendar days in each period, beginning on the date that our service is made available to the customer. Unearned revenue results from revenue amounts billed to customers in advance or cash received from customers in advance of the satisfaction of performance obligations. Determining the transaction price often involves judgments and estimates that can have a significant impact on the timing and amount of revenue reported. At times, the Company may adjust billing under a contract based on the addition of services or other circumstances, which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. Cash, Cash Equivalents, and Short-term Investments Cash equivalents consist of highly liquid marketable debt securities with remaining maturities of three months or less at the date of purchase. We classify our investments in marketable securities as “available-for-sale.” We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is reflected as a separate component of stockholders’ equity in our Condensed Consolidated Balance Sheets. Gains and losses are determined using the specific identification method and recognized when realized in our Consolidated Statements of Operations. If we were to determine that an other-than-temporary decline in fair value has occurred, the amount of the decline related to a credit loss will be recognized in income. Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 - Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Other inputs that are directly or indirectly observable in the marketplace Level 3 - Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value The inputs or methodology used for valuing financial assets and liabilities are not necessarily an indication of the risk associated with investing in them. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. The Company holds cash at major financial institutions that often exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company manages its credit risk associated with cash concentrations by concentrating its cash deposits in high-quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The carrying value of cash approximates fair value. Our investment portfolio is comprised of highly rated securities with a weighted-average maturity of less than 12 months in accordance with our investment policy which seeks to preserve principal and maintain a high degree of liquidity. Historically, the Company has not experienced any losses due to such cash concentrations. The Company does not have any off-balance-sheet credit exposure related to its customers. Concentrations of credit risk with respect to accounts receivable and revenue are limited due to a large, diverse customer base. We do not require collateral from clients. We maintain an allowance for doubtful accounts based upon the expected collectability of accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses, which, when realized, have been within the range of management’s expectations. No single customer accounted for 10% or more of our revenue for the three and nine months ended September 30, 2021 and 2020, or accounted for more than 10% of accounts receivable as of September 30, 2021 and December 31, 2020. Net assets located outside of the United States were immaterial as of September 30, 2021 and December 31, 2020. Accounts Receivable and Contract Assets Accounts receivable is comprised of invoices of revenue, net of allowance for doubtful accounts and does not bear interest. We consider receivables past due based on the contractual payment terms. Management’s evaluation of the adequacy of the allowance for doubtful accounts considers historical collection experience, changes in customer payment profiles, the aging of receivable balances, as well as current economic conditions, all of which may impact a customer’s ability to pay. Account balances are written-off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have significant bad debt experience with customers, and therefore, the allowance for doubtful accounts is immaterial as of September 30, 2021 and December 31, 2020. The assessment of variable consideration to be constrained is based on estimates, and actual consideration may vary from current estimates. As adjustments to these estimates become necessary, they are reported in earnings in the periods in which they become known. Changes in variable consideration are recorded as a component of net revenue. Contract assets represent a contractual right to consideration in the future. Contract assets are generated when contractual billing schedules differ from revenue recognition timing. Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation and amortization. All repairs and maintenance costs are expensed as incurred. Depreciation and amortization costs are expensed on a straight-line basis over the lesser of the estimated useful life of the asset or the remainder of the lease term for leasehold improvements. Qualifying internal use software costs incurred during the application development stage, which consist primarily of internal product development costs, outside services, and purchased software license costs, are capitalized and amortized over the estimated useful life of the asset. Estimated useful lives range from 3 years to 10 years. Deferred Commissions Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These sales commissions for initial contracts are capitalized and included in Deferred costs and other assets, net of current portion in our Condensed Consolidated Balance Sheets. Deferred sales commissions are amortized on a straight-line basis over the estimated period of benefit from the customer relationship which we have determined to be 1 and 3 years for renewals and new clients, respectively. We determined the period of benefit by taking into consideration our customer contracts, our technology, and other factors. Amortization expense is included in Sales and marketing expense on the Consolidated Statements of Operations. Commissions payable at September 30, 2021 were $24.6 million, of which the current portion of $22.5 million was included in Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets, and the long-term portion of $2.1 million was included in Other long-term liabilities in our Condensed Consolidated Balance Sheets. Commissions payable at December 31, 2020 were $25.6 million, of which the current portion of $23.3 million was included in Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets, and the long-term portion of $2.3 million was included in Other long-term liabilities in our Condensed Consolidated Balance Sheets. Certain commissions are not capitalized as they do not represent incremental costs of obtaining a contract. Such commissions are expensed as incurred. Advertising and Promotional Expenses The Company expenses advertising costs as incurred. Advertising expenses of $7.1 million and $15.7 million were recorded for the three and nine months ended September 30, 2021. Advertising expenses of $3.4 million and $8.9 million were recorded for the three and nine months ended September 30, 2020. Advertising expenses are included in Sales and marketing on the Consolidated Statements of Operations. Research and Development Research and development expenses consist primarily of compensation expense for our employees, including employee benefits, certain IT program expenses, facilities and related overhead costs. We continue to focus our research and development efforts on developing new products, adding new features and services, integrating acquired technologies, and increasing functionality. Expenditures for software developed or obtained for internal use are capitalized and amortized over a four Restructuring and Transaction-Related Expenses The Company defines restructuring and transaction related expenses as costs directly associated with acquisition or disposal activities. Such costs include employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when there is a substantive plan for employee severance and related costs that are probable and estimable. For one-time termination benefits for key members of management (i.e., no substantive plan), transaction related bonuses and employee retention costs, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Contract termination fees and penalties and other exit and disposal costs are generally recorded when incurred. Business Combinations We allocate purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed and equity interests issued, after considering any transactions that are separate from the business combination. The fair value of equity issued as part of a business combination is determined based on grant date stock price of the Company. The excess of fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, we may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items based upon the facts and circumstances that existed as of the acquisition date, with any revisions to our preliminary estimates being recorded to goodwill, provided that the timing is within the measurement period. Subsequent to the measurement period, changes to uncertain tax positions and tax-related valuation allowances will be recorded to earnings. Goodwill and Acquired Intangible Assets Goodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below its carrying value. The company has one reporting unit. We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or we elect to bypass the qualitative assessment, we perform a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference. Acquired technology, customer lists, trade names or brand portfolios, and other intangible assets are related to previous acquisitions (see Note 7). Acquired intangible assets are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. The amortization periods range from 2 years to 15 years. Any costs incurred to renew or extend the life of an intangible or long-lived asset are reviewed for capitalization. Indefinite-lived intangible assets consist primarily of brand portfolios acquired from Pre-Acquisition ZI and represent costs paid to legally register phrases and graphic designs that identify and distinguish products sold by the Company. Brand portfolios are not amortized, rather potential impairment is considered on an annual basis in the fourth quarter, or more frequently upon the occurrence of a triggering event, when circumstances indicate that the book value of trademarks are greater than their fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than the carrying value as a basis to determine whether further impairment testing is necessary. No impairment charges relating to acquired goodwill or indefinite lived intangible assets were recorded for the three and nine month periods ended September 30, 2021 and 2020. Impairment of Long-lived Assets Long-lived assets, such as property and equipment and acquired intangible assets, are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset or group of assets. If the carrying amount of the asset exceeds the estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the estimated future cash flows of the asset. Leases We determine if an arrangement is or contains a lease at contract inception. Determining if a contract contains a lease requires judgement. In certain of our lease arrangements, primarily those related to our data center arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether we have the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. We do not have any finance leases. Operating leases are recorded in our Condensed Consolidated Balance Sheets. Right-of-use assets and lease liabilities are measured at the lease commencement date based on the present value of the fixed minimum remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rates implicit in our leases are not readily determinable, we use our incremental borrowing rate as the discount rate for each respective lease, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. Some leases include options to extend or options to terminate the lease prior to the stated lease expiration. Optional periods to extend a lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised (or not exercised in the case of termination options). Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance and related taxes for our facilities leases, as a single lease component. Short term leases, defined as leases having an original lease term less than or equal to one year, are excluded from our right-of-use assets and liabilities. Unearned Revenue Unearned revenue consists of customer payments and billings in advance of revenue being recognized from our subscription services. Unearned revenue that is anticipated to be recognized within the next 12 months is recorded as Unearned revenue, current portion and the remaining portion is included in Unearned revenue, net of current portion in our Condensed Consolidated Balance Sheets. Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the terms of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from a combination of current and long-term portions of debt. Upon a refinancing or amendment, previously-capitalized debt issuance costs are expensed and included in Loss on debt modification and extinguishment , if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously-capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. The company performs assessments of debt modifications at a lender-specific level for all syndicated financing arrangements. Tax Receivable Agreements In connection with our IPO, we entered into two Tax Receivable Agreements ("TRAs") with certain non-controlling interest owners (the “TRA Holders”). The TRAs generally provide for payment by the Company to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes or is deemed to realize in certain circumstances. The Company will retain the benefit of the remaining 15% of these net cash savings. Amounts payable under the TRA are accrued by a charge to income when it is probable that a liability has been incurred and the amount is estimable. TRA related liabilities are classified as current or noncurrent based on the expected date of payment and are included in the Company’s Condensed Consolidated Balance Sheets under the captions Current portion of tax receivable agreements liability and Tax receivable agreements liability, net of current portion, respectively. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other income (expense), net. See Note 16 for further details on the TRA liability. Income Taxes ZoomInfo Technologies Inc. is a corporation and is subject to U.S. federal as well as state income tax related to its ownership percentage in ZoomInfo Holdings LLC. ZoomInfo Holdings LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes and files a U.S. Return of Partnership Income. Consequently, the members of ZoomInfo Holdings are taxed individually on their share of earnings for U.S. federal and state income tax purposes. However, ZoomInfo Holdings is subject to the Texas Margins Tax. Additionally, our operations in Israel are subject to local country income taxes. See Note 17 for additional information regarding income taxes. Deferred taxes are recorded using the asset and liability method, whereby tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We regularly evaluate the valuation allowances established for deferred tax assets for which future realization is uncertain. In assessing the realizability of deferred tax assets, we consider both positive and negative evidence, including scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies and results of recent operations. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded. Equity-Based Compensation Expense The Company periodically grants incentive units to employees and non-employees, which generally vest over a four Compensation expense for incentive units is measured at the estimated fair value of the incentive units and is included as compensation expense over the vesting period during which an employee provides service in exchange for the award. The Company uses a Black-Scholes option pricing model to determine the fair value of stock options and profits interests, as profits interests have certain economic similarities to options. The Black-Scholes option pricing model includes various assumptions, including the expected life of incentive units, the expected volatility and the expected risk-free interest rate. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation cost could be materially impacted. The Company measures employee, non-employee, and board of director equity-based compensation on the grant date fair value basis. Equity-based compensation expense is recognized over the requisite service period of the awards. For equity awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved. The Company classifies equity-based compensation expense in its Consolidated Statements of Operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The standard applies to contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate. Further, the standard provides exceptions to certain guidance in ASC 815, Derivatives and Hedging , related to changes to the critical terms of a hedging relationship due to reference rate reform and provides optional expedients for fair value, cash flow, and net investment hedging relationships for which the component excluded from the assessment of hedge effectiveness is affected by reference rate reform. The standard is effective for us as of March 12, 2020 through December 31, 2022, and we may elect to apply the provisions of the standard as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 up to the date that the financial statements are available to be issued. Once elected, the provisions of the standard must be applied prospectively for all similar eligible contract modifications other than derivatives, which may be applied at a hedging relationship level. The standard would apply to our existing variable rate financing and derivatives designated as hedges if elected in the future. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company a |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 3 - Revenue from Contracts with Customers Revenue comprised the following service offerings: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Subscription $ 195.4 $ 122.4 $ 518.6 $ 333.3 Usage-based 2.2 1.0 6.3 3.2 Total revenue $ 197.6 $ 123.4 $ 524.9 $ 336.5 Go-To-Market business intelligence tools are subscription services that allow customers access to our SaaS tools to support sales and marketing processes, which include data, analytics, and insights to provide accurate and comprehensive intelligence on organizations and professionals. Our customers use our platform to identify target customers and decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft messages, engage via automated sales tools, and track progress through the deal cycle. Usage-based revenue is comprised largely of email verification and intent-driven audience and targeting services, which are charged to our customers on a per unit basis based on their usage. We regularly observe that customers integrate our usage-based services into their internal workflows and use our services on an ongoing basis. We recognize usage-based revenue at the point in time the services are consumed by the customer, thereby satisfying our performance obligation. Of the total revenue recognized in the three and nine months ended September 30, 2021, $37.8 million and $205.5 million were included in the unearned revenue balance as of December 31, 2020, respectively. Of the total revenue recognized in the three and nine months ended September 30, 2020, $26.0 million and $142.8 million were included in the unearned revenue balance as of December 31, 2019, respectively. Revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods was not material. Revenues derived from customers and partners located outside the United States, as determined based on the address provided by our customers and partners, accounted for approximately 11% and 9% of our total revenues for the three months ended September 30, 2021 and 2020, respectively. Revenues derived from customers and partners located outside the United States accounted for approximately 11% and 9% of our total revenues in the nine months ended September 30, 2021 and 2020, respectively. We have no Company sales offices located in a foreign country as of September 30, 2021, and contracts denominated in currencies other than U.S. Dollar were not material for the three and nine months ended September 30, 2021 and 2020. Contract Assets and Unearned Revenue The Company’s standard billing terms typically require payment at the beginning of each annual, semi-annual or quarterly period. Subscription revenue is generally recognized ratably over the contract term starting with when our service is made available to the customer. Usage-based revenue is recognized in the period services are utilized by our customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these services. The Company records a contract asset when revenue recognized on a contract exceeds the billings to date for that contract. Unearned revenue results from cash received or amounts billed to customers in advance of revenue recognized upon the satisfaction of performance obligations. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and new business timing within the quarter. The unearned revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. As of September 30, 2021 and December 31, 2020, the Company had contract assets of $2.0 million and $2.4 million, respectively, which are recorded as current assets within Prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets. As of September 30, 2021 and December 31, 2020, the Company had unearned revenue of $287.9 million and $222.7 million, respectively. ASC 606 requires the allocation of the transaction price to the remaining performance obligations of a contract. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, and disparate contract terms. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and backlog. The Company's backlog represents installment billings for periods beyond the current billing cycle. The majority of the Company’s noncurrent remaining performance obligations will be recognized in the next 13 to 36 months. The remaining performance obligations consisted of the following: (in millions) Recognized within one Noncurrent Total As of September 30, 2021 $ 552.2 $ 160.0 $ 712.3 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Note 4 - Business Combinations 2021 Acquisitions During the nine months ended September 30, 2021, the Company consummated the following acquisitions (collectively, “2021 Acquired Companies”) which have been accounted for as business combinations under ASC Topic 805. • On June 7, 2021, the Company acquired all of the outstanding equity interests of Insent, Inc. (“Insent”) for total purchase consideration of $34.0 million, consisting of $32.9 million in cash and estimated deferred purchase consideration of $1.1 million. During the three months ended September 30, 2021, the Company recorded adjustments to the working capital balances acquired from Insent resulting in a $0.1 million net reduction to purchase consideration previously reported. The purchase accounting for this transaction has been finalized. As part of the acquisition, the Company issued 36,118 RSUs, at a total grant date fair value of $2.4 million, and agreed to pay $2.0 million of incentive compensation to acquired employees, subject to continued employment, to be recognized in the post-combination periods. • On July 12, 2021, the Company acquired substantially all of the net assets of AffectLayer, Inc. (d/b/a Chorus.ai) (“Chorus.ai”). At the time of purchase, the Company reserved a portion of cash transferred to settle the Seller’s estimated tax liability arising from the sale of Chorus.ai’s net assets. The Seller has since completed the final determination of its tax liability, resulting in an expected refund to the Company of approximately $33.9 million in cash, which is expected to be received in the fourth quarter of 2021 and is included in the Prepaid expenses and other current assets balance as of September 30, 2021. After adjustment for this refund, purchase consideration transferred for the assets of Chorus.ai is $547.5 million in cash. The total purchase consideration includes $31.8 million attributable to certain unvested options issued by Chorus.ai that were accelerated in contemplation of the acquisition by ZoomInfo. The purchase accounting for this transaction is not yet finalized. As part of the acquisition, the Company issued 572,921 RSUs that replaced previously unvested equity in Chorus.ai or were issued as incremental incentive grants at a total grant date fair value of $30.3 million, and agreed to pay $6.0 million of compensation to acquired employees, subject to continued employment, to be recognized in the post-combination periods. • On September 8, 2021, the Company acquired substantially all of the net assets of RingLead, Inc. (“RingLead”) for total purchase consideration of $118.4 million, consisting of $117.3 million in cash and estimated deferred purchase consideration of $1.1 million. The purchase accounting for this transaction is not yet finalized. As part of the acquisition, the Company issued 42,854 replacement RSUs, at a total grant date fair value of $2.8 million and agreed to pay $3.7 million of incentive compensation to acquired employees, subject to continued employment, to be recognized in the post-combination periods. The Company has included the financial results of the 2021 Acquired Companies in the consolidated financial statements from each date of acquisition. During the three and nine months ended September 30, 2021, the 2021 Acquired Companies contributed $3.9 million and $4.0 million to revenue, respectively. Due to the integration of the 2021 Acquired Companies into the operations of ZoomInfo, the Company cannot practicably determine the contribution of the 2021 Acquired Companies to consolidated net earnings. Transaction costs associated with each acquisition were not material. The acquisition date fair value of the total consideration transferred was comprised of the following (in millions): Cash $ 697.7 Deferred purchase consideration 2.2 Total purchase consideration $ 699.9 The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed, as of the dates of the acquisition for the 2021 Acquired Companies (in millions): Cash and cash equivalents $ 13.9 Accounts receivable 4.3 Prepaid expenses and other assets 2.8 Intangible assets 120.7 Accounts payable and other liabilities (4.1) Unearned revenue (10.2) Deferred tax liabilities (2.7) Total identifiable net assets acquired 124.7 Goodwill 575.2 Total consideration 699.9 Cash refund from Chorus.ai acquisition 33.9 Deferred consideration (2.2) Accruals from adjustments to working capital balances (0.5) Cash paid for 2020 acquisitions in 2021 (see "2020 Acquisitions") 0.3 Cash acquired (13.9) Cash paid for acquisitions, net of cash acquired $ 717.5 The excess of purchase consideration over the fair value of net tangible and intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The fair values of assets acquired and liabilities assumed in the Chorus.ai and Ringlead acquisitions may be subject to change as additional information is received regarding working capital balances at the acquisition dates, the values of the identifiable intangible assets, and the finalization of tax assets and liabilities. The following table sets forth the components of identifiable intangible assets acquired and the estimated useful lives as of the dates of acquisition (in millions): Fair Value Weighted Average Useful Life Brand portfolio $ 1.1 2.0 years Developed technology 107.5 6.1 years Customer relationships 12.1 7.7 years Total intangible assets $ 120.7 Developed technology represents the fair value of the technology portfolios acquired. The goodwill is primarily attributed to the expanded market opportunities when integrating technology with the Company’s technology and the assembled workforce. All goodwill acquired in the nine months ended September 30, 2021 is expected to be deductible for U.S. income tax purposes. Unaudited Pro Forma Financial Information The following table presents the unaudited pro forma results for the three and nine months ended September 30, 2021 and 2020. The unaudited pro forma financial information combines the results of operations of the 2021 Acquired Companies and ZoomInfo as though each of the acquisitions had been completed on January 1, 2020. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at such time. The unaudited pro forma results presented below primarily include adjustments for amortization of identifiable intangible assets, the valuation of deferred revenue assumed in the acquisitions (“the deferred revenue write-down”), and related tax effects of the adjustments: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Revenue $ 201.7 $ 127.1 $ 541.6 $ 346.1 Net income (loss) $ (41.0) $ 3.4 $ (67.6) $ (98.9) 2020 Acquisitions The Company acquired all of the assets of Clickagy, LLC on October 14, 2020 and all of the membership interests in EverString Technology, LLC on November 3, 2020 for a total purchase consideration of $72.0 million. During the first half of fiscal year 2021, the Company recorded immaterial post-close net working capital adjustments. The preliminary purchase price allocation was updated to reflect the $0.3 million increase in consideration paid as well as to reflect the $0.2 million adjustment to unearned revenue and $0.1 million adjustment to goodwill. The purchase accounting from these transactions has been finalized. The Company included the financial results of these businesses in the consolidated financial statements from each date of acquisition. Transaction costs associated with each acquisition were not material. As part of the acquisitions, the Company agreed to issue 49,932 RSUs, at a total grant date fair value of $2.1 million, and agreed to pay $4.8 million of incentive compensation to acquired employees, subject to continued employment, to be recognized in the post-combination periods. The Company classifies compensation expense in its Consolidated Statements of Operations in the same manner in which the award recipient’s salary is classified. The acquisition date fair value of the total consideration transferred was comprised of the following (in millions): Cash $ 61.9 Purchase consideration liabilities 7.2 Issuance of 67,075 Class A shares 2.9 Total purchase consideration $ 72.0 The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed, as of the date of the acquisitions (in millions): Cash and cash equivalents $ 2.9 Accounts receivable 3.0 Prepaid expenses and other assets 1.1 Intangible assets 37.0 Accounts payable and other (2.2) Unearned revenue (3.2) Total identifiable net assets acquired 38.6 Goodwill 33.4 Total consideration 72.0 Issuance of 67,075 Class A shares (2.9) Cash acquired (2.9) Cash paid for acquisitions $ 66.2 The excess of purchase consideration over the fair value of net tangible and intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The following table sets forth the components of identifiable intangible assets acquired and the estimated useful lives as of the dates of acquisition (in millions): Fair Value Weighted Average Useful Life Brand portfolio $ 2.0 6.5 years Developed technology 29.6 7.0 years Database 2.0 4.0 years Customer relationships 3.4 9.3 years Total intangible assets $ 37.0 Developed technology represents the fair value of the technology portfolios acquired. The goodwill is primarily attributed to the expanded market opportunities when integrating technology with the Company’s technology and the assembled workforce. The goodwill balance from both acquisitions is expected to be deductible for U.S. income tax purposes. Pro forma information related to the acquisitions has not been presented as the impact was not material to the Company’s financial results. |
Cash, Cash Equivalents, and Sho
Cash, Cash Equivalents, and Short-term Investments | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Short-term Investments | Note 5 - Cash, Cash Equivalents, and Short-term Investments Cash, cash equivalents, and short-term investments consisted of the following as of September 30, 2021: (in millions) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current Assets: Cash $ 183.2 $ — $ — $ 183.2 Cash equivalents Corporate debt securities — — — — Money market mutual funds 13.6 — — 13.6 Total cash equivalents 13.6 — — 13.6 Total cash and cash equivalents 196.8 — — 196.8 Short-term investments: Corporate debt securities 31.9 — — 31.9 Securities guaranteed by U.S. government 1.6 — — 1.6 Other governmental securities 3.0 — — 3.0 Total short-term investments 36.5 — — 36.5 Total cash, cash equivalents, and short-term investments $ 233.3 $ — $ — $ 233.3 Cash, cash equivalents, and short-term investments consisted of the following as of December 31, 2020: (in millions) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current Assets: Cash $ 100.4 $ — $ — $ 100.4 Cash equivalents Corporate debt securities 72.0 — — 72.0 Money market mutual funds 91.0 — — 91.0 Securities guaranteed by U.S. government 6.4 — — 6.4 Total cash equivalents 169.4 — — 169.4 Total cash and cash equivalents 269.8 — — 269.8 Short-term investments: Corporate debt securities 24.0 — — 24.0 Securities guaranteed by U.S. government 6.6 — — 6.6 Total short-term investments 30.6 — — 30.6 Total cash, cash equivalents, and short-term investments $ 300.4 $ — $ — $ 300.4 See Note 10 for further information regarding the fair value of our financial instruments. Gross unrealized losses on our available-for sale securities were immaterial at September 30, 2021 and December 31, 2020. The following table summarizes the cost and estimated fair value of the securities classified as short-term investments based on stated effective maturities as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 (in millions) Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $36.5 $36.5 $30.6 $30.6 Total $36.5 $36.5 $30.6 $30.6 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 - Property and Equipment The Company’s fixed assets consist of the following: September 30, December 31, 2021 2020 (in millions) Computer equipment $ 11.0 $ 7.4 Furniture and fixtures 3.5 5.4 Leasehold improvements 8.6 7.0 Internal use developed software 37.1 28.0 Construction in progress 4.8 2.9 65.0 50.7 Less: accumulated depreciation (26.3) (19.7) Property and equipment, net $ 38.7 $ 31.0 During the nine months ended September 30, 2021, in relation to our Waltham office relocation, we recorded an impairment charge of $2.7 million, comprised of $1.5 million relating to the operating lease right-of-use asset, and $1.2 million relating to the leasehold improvements. We also recorded accelerated depreciation of furniture and fixtures of $2.1 million. These charges were recognized within Restructuring and transaction-related expenses in our Consolidated Statements of Operations. Depreciation expense was $2.9 million and $2.4 million for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense was $10.4 million and $6.4 million for the nine months ended September 30, 2021 and 2020, respectively. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note 7 - Goodwill and Acquired Intangible Assets Intangible assets consisted of the following as of September 30, 2021: (in millions) Gross Carrying Amount Accumulated Amortization Net Weighted Average Amortization Period in Years Intangible assets subject to amortization: Customer relationships $ 284.2 $ (66.8) $ 217.4 14.5 Acquired technology 303.0 (110.0) 193.0 6.3 Brand portfolio 7.7 (3.8) 3.9 6.5 Net intangible assets subject to amortization $ 594.9 $ (180.6) $ 414.3 Intangible assets not subject to amortization Pre-Acquisition ZI brand portfolio $ 33.0 $ — $ 33.0 Goodwill $ 1,575.4 $ — $ 1,575.4 Amortization expense was $16.1 million and $10.1 million for the three months ended September 30, 2021 and 2020, respectively. Amortization expense was $39.2 million and $30.6 million for the nine months ended September 30, 2021 and 2020, respectively. The following summarized changes to the Company’s goodwill (in millions): Balance at December 31, 2020 $ 1,000.1 Adjustment from 2020 acquisition 0.1 Goodwill from 2021 acquisitions 575.2 Balance at September 30, 2021 $ 1,575.4 Based on the results of the Company’s impairment assessment, the Company did not recognize any impairment of goodwill during the nine months ended September 30, 2021 or September 30, 2020. |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Note 8 - Financing Arrangements As of September 30, 2021 and December 31, 2020, the carrying values of the Company’s borrowings were as follows (in millions): Carrying Value as of Instrument Date of Issuance Maturity Date Elected Interest Rate September 30, 2021 December 31, 2020 First Lien Term Loan February 1, 2019 February 1, 2026 LIBOR + 3.00% $ 593.7 $ 744.9 First Lien Revolver February 1, 2019 November 2, 2025 LIBOR + 2.00% — — Senior Notes February 2, 2021 February 1, 2029 3.875% 638.5 — Total Carrying Value of Debt $ 1,232.2 $ 744.9 Less current portion — — Total Long Term Debt $ 1,232.2 $ 744.9 Senior Notes In February 2021, ZoomInfo Technologies LLC and ZoomInfo Finance Corp., indirect subsidiaries of ZoomInfo Technologies Inc., issued $350.0 million in aggregate principal amount of 3.875% Senior Notes due February 2029 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Interest on the Senior Notes is payable semi-annually in arrears beginning on August 1, 2021. The Issuers may redeem all or a part of the Notes at any time prior to February 1, 2024 at a price equal to the present value of the redemption price as of February 1, 2024, defined below, plus unaccrued and unpaid interest to February 1, 2024. In addition, beginning on February 1, 2024, the Issuers may redeem all or a part of the Notes at a redemption price equal to 101.938% of the principal amount redeemed. The redemption price decreases to 100.969% and 100.000% of the principal amount redeemed on February 1, 2025 and February 1, 2026, respectively. In addition, at any time prior to February 1, 2024, the Issuers may redeem up to 40% of the Notes from the proceeds of certain equity offerings at a redemption price equal to 103.875% of the principal amount of the Senior Notes, plus accrued and unpaid interest. In July 2021, ZoomInfo Technologies LLC and ZoomInfo Finance Corp., indirect subsidiaries of ZoomInfo Technologies Inc., issued and sold $300.0 million in aggregate principal amount of additional 3.875% senior notes due 2029. The notes were issued under the same indenture as the Issuers’ existing $350.0 million aggregate principal amount of 3.875% senior notes due 2029 (the “Existing Notes”), which were issued in February 2021, and constitute part of the same series as the Existing Notes. First Lien Term Loan In February 2021, we used all of the net proceeds from issuance of the Senior Notes, along with cash on hand, to prepay $356.4 million aggregate principal amount of our first lien term loans outstanding under the First Lien Credit Agreement (the “Debt Prepayment”). Following the Debt Prepayment, $400.0 million aggregate principal amount of first lien term loans were outstanding under our First Lien Credit Agreement. In February 2021, we entered into an amendment to our First Lien Credit Agreement (the “Second Amendment”), pursuant to which the Company completed a repricing of its First Lien Term Loan Facility, which decreased the interest rate from LIBOR plus 3.75% per annum to LIBOR plus 3.00% per annum. The Company recognized $7.7 million in the nine months ended September 30, 2021 within Loss on debt modification and extinguishment on the Consolidated Statements of Operations, primarily comprised of the write-off of unamortized issuance costs associated with the Debt Prepayment. In July 2021, we entered into an amendment to our existing First Lien Credit Agreement, that provided for the incurrence of an additional $200.0 million aggregate principal amount of additional term loans under our existing First Lien Credit Agreement. The first lien term debt has a variable interest rate whereby the Company can elect to use a Base Rate or the London Interbank Offer Rate (“LIBOR”) plus an applicable rate. The applicable rate is 2.00% for Base Rate loans or 3.00% for LIBOR Based Loans. The effective interest rate on the first lien debt was 3.39% and 4.30% as of September 30, 2021 and December 31, 2020, respectively. First Lien Revolving Credit Facility Pursuant to the Second Amendment to the First Lien Credit Agreement entered into in February 2021, the Company increased the aggregate commitments to $250.0 million under our first lien revolving credit facility. The Second Amendment also provided an extension of the maturity date of our first lien revolving credit facility to November 2025. The first lien revolving debt has a variable interest rate whereby the Company can elect to use a Base Rate or the London Interbank Offer Rate (“LIBOR”) plus an applicable rate. The applicable margin is 1.00% to 1.25% for Base Rate loans or 2.00% to 2.25% for LIBOR Based Loans, depending on the Company’s leverage. In March 2020, the Company drew down $35.0 million under the revolving credit facility. In June 2020, the Company paid off the outstanding $35.0 million balance of the revolving credit facility with proceeds from the IPO. The effective interest rate was 3.70% as of the repayment date. In July 2021, the Company drew down $225.0 million under the revolving credit facility and then paid off the outstanding $225.0 million balance of the revolving credit facility with proceeds from the Credit Agreement Amendment and proceeds from the Senior Notes. The effective interest rate was 4.44% as of the repayment date. Immaterial debt issuance costs were incurred in connection with these entries into the revolving credit facility. These debt issuance costs are amortized into interest expense over the expected life of the arrangement. Unamortized debt issuance costs included in Deferred costs, net of current portion on the accompanying Condensed Consolidated Balance Sheets were immaterial as of September 30, 2021 and December 31, 2020. First Lien Credit Agreement The First Lien Credit Agreement is secured by substantially all the productive assets of the Company. The First Lien Credit Agreement contains a number of covenants that restrict, subject to certain exceptions, the Company’s ability to, among other things: • incur additional indebtedness; • create or incur liens; • engage in certain fundamental changes, including mergers or consolidations; • sell or transfer assets; • pay dividends and distributions on our subsidiaries’ capital stock; • make acquisitions, investments, loans or advances; • engage in certain transactions with affiliates; and • enter into negative pledge clauses and clauses restricting subsidiary distributions. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Note 9 - Derivatives and Hedging Activities We are exposed to changes in interest rates, primarily relating to changes in interest rates on our first lien term loan. Consequently, from time to time, we may use interest rate swaps or other financial instruments to manage our exposure to interest rate movements. Our primary objective in holding derivatives is to reduce the volatility of cash flows associated with changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. We recognize derivative instruments and hedging activities on a gross basis as either assets or liabilities on the Company’s Condensed Consolidated Balance Sheets and measure them at fair value. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. For derivatives designated as cash flow hedges, the change in the estimated fair value of the effective portion of the derivative is recognized in Accumulated other comprehensive income (loss) on our Condensed Consolidated Balance Sheets. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. In February 2021, concurrent with the prepayment of $356.4 million aggregate principal amount of the first lien term loans outstanding under the First Lien Credit Agreement, we fully dedesignated the interest rate cap contract and partially dedesignated $100.0 million of the notional amount of one of the forward-starting interest rate swap contracts. In July 2021, the Company redesignated $100.0 million of available notional of the partially dedesignated forward-starting interest rate swap contract and redesignated $100.0 million of available notional of the interest-rate cap contract in connection with the incurrence of an incremental $200.0 million of variable-rate debt under the First Lien Credit Agreement. As of September 30, 2021, $400.0 million of the notional amount of the interest rate cap contract is not designated as an accounting hedge. Gains and losses resulting from valuation adjustments on dedesignated portions of our derivative contract subsequent to dedesignation of hedge accounting are recorded within Interest expense, net in our Consolidated Statements of Operations. As it is not probable the forecasted transaction will not occur, the amounts in Accumulated other comprehensive income (loss) as of the date of dedesignation will be released based on our original forecast. As of September 30, 2021, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ($ in millions): Interest Rate Derivatives Number of Instruments Notional Aggregate Principal Amount Interest Cap / Swap Rate Maturity Date Interest rate cap contract One $ 100.0 3.500 % April 30, 2024 Interest rate swap contracts Two $ 350.0 2.301 % April 29, 2022 Forward-starting interest rate swap contracts - April 2022 Two $ 500.0 0.370 % January 30, 2026 The following table summarizes the fair value and presentation in the Company’s Condensed Consolidated Balance Sheets for derivatives as of September 30, 2021 and December 31, 2020 (in millions): Fair Value of Derivative Liabilities Instrument September 30, 2021 December 31, 2020 Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities Derivatives designated as hedging instruments Interest rate cap contract (1) $ — $ 0.1 $ — $ 0.2 Interest rate cap contract (2) — — — 0.2 Interest rate swap contracts (1) — 4.4 — 7.3 Interest rate swap contracts (2) — — — 2.2 Forward-starting interest rate swap contracts (1) — 0.5 — — Forward-starting interest rate swap contracts (3) 11.2 — 1.0 — Total designated derivative fair value 11.2 5.0 1.0 9.9 Derivatives not designated as hedging instruments Interest rate cap contract (1) — 0.3 — 0.2 Interest rate cap contract (2) — 0.2 — 0.2 Total undesignated derivative fair value — 0.5 — 0.4 Total derivative fair value $ 11.2 $ 5.5 $ 1.0 $ 10.3 ________________ (1) Included in Accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets. (2) Included in Other long-term liabilities on our Condensed Consolidated Balance Sheets. (3) Included in Deferred costs and other assets, net of current portion on our Condensed Consolidated Balance Sheets. The change in fair value of any derivative instruments was recorded, net of income tax, in Accumulated other comprehensive income (loss) (“AOCI”) on the Company’s Condensed Consolidated Balance Sheets to the extent the agreements were designated as effective hedges. In the period that the hedged item affects earnings, such as when interest payments are made on the Company’s variable-rate debt, we reclassify the related gain or loss on the interest rate swap cash flow hedges and any receipts on the cap to Interest expense, net and as operating cash flows in our Consolidated Statements of Cash Flows in the period settled in cash. Income tax effects from changes in fair value of derivative instruments are recorded in our Consolidated Statements of Operations when the derivative instruments are settled. Over the next 12 months, we expect to reclassify approximately $4.1 million into interest expense from AOCI. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 10 - Fair Value The Company's financial instruments consist principally of cash and cash equivalents, short-term investments, prepaid expenses and other current assets, accounts receivable, and accounts payable, accrued expenses, and long-term debt. The carrying value of cash and cash equivalents, prepaid expenses and other current assets, accounts receivable, accounts payable, and accrued expenses approximate fair value, primarily due to short maturities. We classify our money market mutual funds as Level 1 of the fair value hierarchy. We classify our corporate debt securities, securities guaranteed by U.S. government, and other governmental securities as Level 2 of the fair value hierarchy. The carrying values of the Company's debt instruments approximate their fair value based on Level 2 inputs since the instruments carry variable interest rates based on LIBOR or other applicable reference rates. The Company has elected to use the income approach to value the interest rate derivatives using observable Level 2 market expectations at measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted) reflecting current market expectations about those future amounts. Level 2 inputs for the derivative valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates, implied volatility for options, caps and floors, basis swap adjustments, overnight indexed swap (“OIS”) short term rates and OIS swap rates, when applicable, and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for most fair value measurements. Key inputs, including the cash rates for very short term, futures rates and swap rates beyond the derivative maturity are interpolated to provide spot rates at resets specified by each derivative (reset rates are then further adjusted by the basis swap, if necessary). Derivatives are discounted to present value at the measurement date at LIBOR rates unless they are fully collateralized. Fully collateralized derivatives are discounted to present value at the measurement date at OIS rates (short term OIS rates and long term OIS swap rates). Inputs are collected from SuperDerivatives, an independent third-party derivative pricing data provider, as of the close on the last day of the period. The valuation of the interest rate swaps also take into consideration estimates of our own, as well as counterparty’s, risk of non-performance under the contract. We estimate the value of other long-lived assets that are recorded at fair value on a non-recurring basis based on a market valuation approach. We use prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets, as well as our historical experience in divestitures, acquisitions and real estate transactions. Additionally, we may use a cost valuation approach to value long-lived assets when a market valuation approach is unavailable. Under this approach, we determine the cost to replace the service capacity of an asset, adjusted for physical and economic obsolescence. When available, we use valuation inputs from independent valuation experts, such as real estate appraisers and brokers, to corroborate our estimates of fair value. Real estate appraisers’ and brokers’ valuations are typically developed using one or more valuation techniques including market, income and replacement cost approaches. Because these valuations contain unobservable inputs, we classify the measurement of fair value of long-lived assets as Level 3. The fair value (in millions) of our financial assets and (liabilities) was determined using the following inputs: Fair Value at September 30, 2021 Level 1 Level 2 Level 3 Measured on a recurring basis: Assets: Cash equivalents: Corporate debt securities $ — $ — $ — Money market mutual funds $ 13.6 $ — $ — Securities guaranteed by U.S. government $ — $ — $ — Short-term investments: Corporate debt securities $ — $ 31.9 $ — Securities guaranteed by U.S. government $ — $ 1.6 $ — Other governmental securities $ — $ 3.0 $ — Deferred costs and other assets, net of current portion Forward-starting interest rate swap contracts $ — $ 11.2 $ — Liabilities: Derivative contracts: Interest rate cap contract $ — $ (0.6) $ — Interest rate swap contracts $ — $ (4.4) $ — Forward-starting interest rate swap contracts $ — $ (0.5) $ — Measured on a non-recurring basis: Assets: Impaired lease-related assets $ — $ — $ 14.2 Fair Value at December 31, 2020 Level 1 Level 2 Level 3 Measured on a recurring basis: Assets: Cash equivalents: Corporate debt securities $ — $ 72.0 $ — Money market mutual funds $ 91.0 $ — $ — Securities guaranteed by U.S. government $ — $ 6.4 $ — Short-term investments: Corporate debt securities $ — $ 24.0 $ — Securities guaranteed by U.S. government $ — $ 6.6 $ — Deferred costs and other assets, net of current portion Forward-starting interest rate swap contracts $ — $ 1.0 $ — Liabilities: Derivative contracts: Interest rate cap contract $ — $ (0.8) $ — Interest rate swap contracts $ — $ (9.5) $ — Measured on a non-recurring basis: N/A $ — $ — $ — |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 - Commitments and Contingencies Non-cancelable purchase obligations As of September 30, 2021, we had additional outstanding non-cancelable purchase obligations with a term of 12 months or longer of $12.3 million over the corresponding amount disclosed in the audited financial statements in our 10-K for the year ended December 31, 2020, primarily related to third-party cloud hosting and software as a service arrangements. For information regarding financing-related obligations, refer to Note 8. For information regarding lease-related obligations, refer to Note 14. Sales and use tax The Company has conducted an assessment of sales and use tax exposure in states where the Company has established nexus. Based on this assessment, the Company has recorded a liability for taxes owed and related penalties and interest in the amount of $1.4 million and $3.1 million at September 30, 2021 and December 31, 2020, respectively. This liability is included in Accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets. Legal Matters We are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. There are inherent uncertainties in these matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict. Moreover, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. In addition, regardless of the outcome, one or more of these matters could have an adverse impact on our financial position, results of operations, or cash flows because of costs incurred to defend against or respond to such matters, diversion of management resources and other factors. On April 15, 2021, a putative class action lawsuit was filed against ZoomInfo Technologies LLC in the United States District Court for the Northern District of Illinois (Eastern Division) alleging ZoomInfo’s use of Illinois residents’ names in public-facing web pages violates the Illinois Right of Publicity Act, and seeking statutory, compensatory and punitive damages, costs, and attorneys’ fees. Based on the information known by the Company as of the date of this filing, it is not possible to provide an estimated amount of any such loss or range of loss that may occur. The Company intends to vigorously defend against this lawsuit. On September 30, 2021, a putative class action lawsuit was filed against ZoomInfo Technologies Inc. in the United States District Court for the Western District of Washington alleging ZoomInfo’s use of California residents’ names in public-facing web pages violates California statutory and common law regarding the right of publicity as well as misappropriation, and seeking compensatory and punitive damages, restitution, injunctive relief, declaratory relief, costs, and attorneys’ fees. This litigation is still in its earliest stages. Based on the information known by the Company as of the date of this filing, it is not possible to provide an estimated amount of any such loss or range of loss that may occur. The Company intends to vigorously defend against this lawsuit. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Note 12 - Noncontrolling Interest ZoomInfo Technologies Inc. operates and controls all of the business and affairs, and consolidates the financial results through ZoomInfo OpCo and its subsidiaries, conducts our business. Accordingly, ZoomInfo Technologies Inc. consolidates the financial results of ZoomInfo OpCo, and reports the noncontrolling interests of its consolidated subsidiaries on its consolidated financial statements based on the HoldCo Units and OpCo Units held by Continuing Members. Changes in ZoomInfo’s ownership interest in its consolidated subsidiaries are accounted for as equity transactions. As such, future redemptions or direct exchanges of HoldCo Units or OpCo Units by Continuing Members will result in a change in ownership and reduce or increase the amount recorded as Noncontrolling interests and increase or decrease Additional paid-in capital in the Company’s Condensed Consolidated Balance Sheets. During Q3 2021, all remaining HoldCo Units held by Continuing Members were exchanged for shares in ZoomInfo Technologies Inc. followed by the merger of HoldCo into ZoomInfo Technologies Inc. As of September 30, 2021, ZoomInfo Technologies Inc. held units resulting in an ownership interest of 94% in the consolidated subsidiaries. The holders of OpCo Units may be subject to U.S. federal, state and local income taxes on their proportionate share of any taxable income of ZoomInfo OpCo. Net profits and net losses of ZoomInfo OpCo will generally be allocated to its holders pro rata in accordance with the percentages of their respective limited liability company interests. The amended and restated limited liability company agreement of ZoomInfo OpCo provides for cash distributions (“tax distributions”) to the holders of OpCo Units and Class P Units.During the nine months ended September 30, 2021 and 2020, the Company paid $19.9 million and $9.9 million in tax distributions to the noncontrolling interest, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 13 - Earnings Per Share Basic earnings per share of Class A and Class C common stock is computed by dividing net income attributable to ZoomInfo Technologies Inc. by the weighted-average number of shares of Class A and Class C common stock outstanding during the period. Diluted earnings per share of Class A and Class C common stock is computed by dividing net income attributable to ZoomInfo Technologies Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class C common stock outstanding, adjusted to give effect to potentially dilutive elements. The followin g table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (los s) per share of Class A and Class C common stock for the three and nine months ended September 30, 2021. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Numerator: Net income (loss) $ (40.9) $ 11.1 $ (50.3) $ (72.7) Add: Net (income) loss attributable to ZoomInfo OpCo before Reorganization Transactions — — — 5.1 Less: Excess of consideration paid over carrying amount to holders of Series A Preferred Units attributable to common shares — — — (11.0) Add: Net (income) loss attributable to noncontrolling interests 0.3 (6.2) 22.2 38.1 Net income (loss) attributable to ZoomInfo Technologies Inc. $ (40.6) $ 4.9 $ (28.1) $ (40.5) The following table sets forth the computation of basic and diluted net income per share of Class A and Class C common stock (in millions, except share amounts, and per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Class A Class C Class A Class C Basic net income (loss) per share attributable to common stockholders Numerator: Allocation of net income (loss) attributable to ZoomInfo Technologies Inc. $ (33.2) $ (7.4) $ (18.6) $ (9.5) Denominator: Weighted average number of shares of Class A and Class C common stock outstanding 215,012,710 48,273,078 139,840,047 71,058,293 Basic net income (loss) per share attributable to common stockholders $ (0.15) $ (0.15) $ (0.13) $ (0.13) Diluted net income (loss) per share attributable to common stockholders Numerator: Undistributed earnings for basic computation $ (33.2) $ (7.4) $ (18.6) $ (9.5) Increase in earnings attributable to common shareholders upon conversion of potentially dilutive instruments (0.1) — — — Reallocation of earnings as a result of conversion of potentially dilutive instruments — — — — Reallocation of undistributed earnings as a result of conversion of Class C to Class A shares (7.4) — (9.5) — Allocation of undistributed earnings $ (40.7) $ (7.4) $ (28.1) $ (9.5) Denominator: Number of shares used in basic computation 215,012,710 48,273,078 139,840,047 71,058,293 Add: weighted-average effect of dilutive securities exchangeable for Class A common stock: OpCo Units — — — — Class P Units — — — — HSKB I Class 1 Units — — — — HSKB II Class 1 Units 121,059 — — — HSKB II Phantom Units 592,801 — — — HoldCo Units — — — — Restricted Stock Units — — — — LTIP Units — — — — Exercise of Class A Common Stock Options — — — — Conversion of Class C to Class A common shares outstanding 48,273,078 — 71,058,293 — Weighted average shares of Class A and Class C common stock outstanding used to calculate diluted net income (loss) per share 263,999,648 48,273,078 210,898,340 71,058,293 Diluted net income (loss) per share attributable to common stockholders $ (0.15) $ (0.15) $ (0.13) $ (0.13) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Class A Class C Class A Class C Basic net income (loss) per share attributable to common stockholders Numerator: Allocation of net income (loss) attributable to ZoomInfo Technologies Inc. $ 1.9 $ 3.0 $ (15.5) $ (25.0) Denominator: Weighted average number of shares of Class A and Class C common stock outstanding 61,153,504 94,631,630 59,075,363 95,420,020 Basic net income (loss) per share attributable to common stockholders $ 0.03 $ 0.03 $ (0.26) $ (0.26) Diluted net income (loss) per share attributable to common stockholders Numerator: Undistributed earnings for basic computation $ 1.9 $ 3.0 $ (15.5) $ (25.0) Increase in earnings attributable to common shareholders upon conversion of potentially dilutive instruments 0.6 1.0 — — Reallocation of earnings as a result of conversion of potentially dilutive instruments 2.4 (2.4) — — Reallocation of undistributed earnings as a result of conversion of Class C to Class A shares 1.6 — (25.0) — Allocation of undistributed earnings $ 6.5 $ 1.6 $ (40.5) $ (25.0) Denominator: Number of shares used in basic computation 61,153,504 94,631,630 59,075,363 95,420,020 Add: weighted-average effect of dilutive securities exchangeable for Class A common stock: OpCo Units 213,965,530 — — — Class P Units 12,334,249 — — — HSKB I Class 1 Units 13,572,783 — — — HSKB II Class 1 Units — — — — HSKB II Phantom Units — — — — HoldCo Units 1,212,228 — — — Restricted Stock Awards — — — — Restricted Stock Units 202,703 — — — LTIP Units 22,817 — — — Exercise of Class A Common Stock Options 225,212 — — — Conversion of Class C to Class A common shares outstanding 94,631,630 — 95,420,020 — Weighted average shares of Class A and Class C common stock outstanding used to calculate diluted net income (loss) per share 397,320,656 94,631,630 154,495,383 95,420,020 Diluted net income (loss) per share attributable to common stockholders $ 0.02 $ 0.02 $ (0.26) $ (0.26) Shares of the Company’s Class B common stock11 do not participate in the earnings or losses of ZoomInfo Technologies Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. The following weighted-average potentially dilutive securities were evaluated under the treasury stock method for potentially dilutive effects and have been excluded from diluted net loss per share in the periods presented due to their anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 OpCo Units 122,610,642 — 170,523,418 216,801,480 Class P Units 9,047,255 — 10,241,645 12,441,594 HSKB I Class 1 Units 4,801,519 — 6,653,534 13,371,074 HSKB II Class 1 Units — 1,957,685 301,339 1,891,249 HSKB II Phantom Units — 364,281 1,082,296 369,741 HoldCo Units 700,241 — 1,184,900 1,231,368 Restricted Stock Awards 582,263 — 194,088 — Restricted Stock Units 454,718 — 324,043 246,749 LTIP Units 101,666 — 41,181 24,706 Exercise of Class A Common Stock Options 308,593 — 294,179 256,256 Total anti-dilutive securities 138,606,897 2,321,966 190,840,623 246,634,217 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 14 - Leases The Company has operating leases for corporate offices under non-cancelable agreements with various expiration dates. Our leases do not have significant rent escalation, holidays, concessions, material residual value guarantees, material restrictive covenants, or contingent rent provisions. Our leases include both lease (e.g., fixed payments including rent, taxes, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component. In addition, we have elected the practical expedient to exclude short-term leases, which have an original lease term of less than one year, from our right-of-use assets and lease liabilities as well as the package of practical expedients relating to adoption of Topic 842. The Company also subleases a former corporate office space. The sublease has a remaining lease term of less than one year. Sublease income, which is recorded as a reduction of rent expense and allocated to the appropriate financial statement line item to arrive at Income from operations in the Consolidated Statements of Operations was immaterial for the three and nine months ended September 30, 2021 and 2020. The following are additional details related to leases recorded on our balance sheet as of September 30, 2021 and December 31, 2020: September 30, December 31, 2021 2020 (in millions) Assets Operating lease right-of-use assets, net Operating leases $ 62.1 $ 32.0 Liabilities Current portion of operating lease liabilities Operating leases $ 8.1 $ 6.0 Operating lease liabilities, net of current portion Operating leases $ 63.2 $ 33.6 Rent expense was $2.9 million and $1.8 million for the three months ended September 30, 2021 and 2020, respectively. Rent expense was $8.1 million and $5.5 million for the nine months ended September 30, 2021 and 2020, respectively. Other information related to leases was as follows: (in millions) Three Months Ended September 30, Nine Months Ended September 30, Supplemental Cash Flow Information 2021 2020 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 2.3 $ 1.5 $ 7.3 $ 5.3 Lease liabilities arising from obtaining right-of-use assets From acquisitions $ 0.2 $ — $ 0.2 $ — From new and existing lease agreements and modifications $ — $ — $ 37.5 $ 0.1 As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) 9.7 5.0 Weighted average discount rate 4.4 % 4.2 % The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases to the total lease liabilities recognized on the condensed consolidated balance sheets as of September 30, 2021 (in millions): Year Ending December 31, Operating Leases 2021 (excluding nine months ended September 30, 2021) $ 2.6 2022 6.8 2023 12.2 2024 17.5 2025 10.4 Thereafter 40.4 Total future minimum lease payments 89.9 Less effects of discounting 18.6 Total lease liabilities $ 71.3 Reported as of September 30, 2021 Current portion of operating lease liabilities $ 8.1 Operating lease liabilities, net of current portion 63.2 Total lease liabilities $ 71.3 The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced. Expense associated with short term leases and variable lease costs were immaterial for the three and nine months ended September 30, 2021. The expense related to short-term leases reasonably reflects our short-term lease commitments. Recent Leasing Activity During the nine months ended September 30, 2021, the Company executed an agreement to sublease our existing Waltham office space for the remainder of our lease term in anticipation of our office relocation which commenced in June 2021. Sublease income will be recorded as a reduction of rent expense and allocated to the appropriate financial statement line item to arrive at Income from operations in the Consolidated Statements of Operations. In connection with these activities, and as referenced in Note 6 - Property and Equipment, we recorded a cumulative impairment charge of $1.5 million to reduce the carrying values of our existing Waltham right-of-use asset and related leasehold improvements to their respective fair values. In Q1 2021, we executed a lease for office space in Waltham, Massachusetts, with the rent payments for the first phase expected to commence at the earliest in January 2022 and the rent payments for the additional phases expected to commence between January 2023 and April 2027. The lease will terminate on December 31, 2036, the last day of the fifteenth lease year. The lease is subject to fixed-rate rent escalations and provides for $11.3 million in tenant improvements and the option to extend the lease for two terms of five years each, which were not reasonably certain of exercise. The Company determined that it is the accounting owner of all tenant improvements. Upon commencement of the first phase of the lease in June 2021, the Company recorded an operating lease right-of-use asset and lease liability of $35.2 million. As the commencement of the subsequent phases of this lease are expected to occur in the future, the Company has not recorded operating lease right-of-use assets or lease liabilities for these phases as of September 30, 2021. Undiscounted lease payments under the subsequent phases are anticipated to be $59.5 million, which are not included in the tabular disclosure of undiscounted future minimum lease payments under non-cancelable leases above. In Q3 2021, we executed a lease for a new corporate headquarters in Vancouver, Washington, with the rent payments for the first phase expected to commence at the earliest in January 2025 and the rent payments for the additional phases expected to commence between January 2026 and January 2027. The lease is subjected to fixed-rate rent escalations and provides for $42.1 million in tenant improvements and the option to extend the lease for two terms of five years each, which were not reasonably certain of exercise. The Company determined that it is the accounting owner of all tenant improvements. Undiscounted lease payments are anticipated to be $291.7 million, excluding tenant allowance reimbursements, and are not included in the tabular disclosure of undiscounted future minimum lease payments under non-cancelable leases above. |
Equity-based Compensation
Equity-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Compensation | Note 15 - Equity-based Compensation 2020 Omnibus Incentive Plan - On May 27, 2020, the Board of Directors of the Company (the “Board”) adopted the ZoomInfo Technologies Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan provides for potential grants of the following awards with respect to shares of the Company’s Class A common stock and OpCo Units: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units; (vi) OpCo Units, and (vii) other equity-based and cash-based incentive awards as determined by the compensation committee of the Board or any properly delegated subcommittee. The maximum aggregate number of shares of the Company’s Class A common stock that may be issued pursuant to awards under the Omnibus Plan shall not exceed 18,650,000 shares (including OpCo Units or other securities which have been issued under the plan and can be exchanged or converted into shares of Class A common stock) (the “Plan Share Reserve”). The Omnibus Plan also contains a provision that will add an additional number of shares of Class A common stock to the Plan Share Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x) 5% of the outstanding Class A Common Stock on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of Class A Common Stock as may be determined by the Board. The Company currently has equity-based compensation awards outstanding as follows: Restricted Stock Units, Class A Common Stock Options, Restricted Stock, OpCo Units, Class P Units, and LTIP units. In addition, the Company recognizes equity-based compensation expense from awards granted to employees by noncontrolling interest holders of OpCo Units as further described below under HSKB Incentive Units. In connection with the Reorganization Transactions and the IPO, 1,950,930 Class P Units held directly by employees of the Company or indirectly through DiscoverOrg Management Holdings, LLC, were converted into 1,325,330 unvested HoldCo Units and 576,708 unvested Options based on their respective participation thresholds and the IPO price of $21.00 per share. In connection with this conversion of Class P Units as part of the Reorganization Transactions, the Company incurred incremental grant date fair value of $4.0 million. The HoldCo Units and Options issued upon the conversion remained subject to the same service vesting requirements of the original Class P Units. Except where indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. For grants issued prior to June 2020, the service vesting condition is generally over four years with 50% vesting on the two Restricted Stock Units Restricted Stock Unit (“RSU”) activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Unvested at beginning of period 985,398 $ 28.84 — Granted 2,719,862 $ 57.09 829,348 Vested (291,536) $ 31.34 (20,625) Forfeited (199,968) $ 42.55 (9,116) Unvested at end of period 3,213,756 $ 52.92 799,607 Class A Common Stock Options Outstanding options activity was as follows during the period indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Options Weighted Average Exercise Price Options Unvested at beginning of period 552,440 $ 21.00 — Effect of Reorganization Transactions and IPO — $ — 576,708 Vested (286,107) $ 21.00 — Forfeited (20,191) $ 21.00 (10,120) Unvested at end of period 246,142 $ 21.00 566,588 Options have a maximum contractual term of ten years. The aggregate intrinsic value and weighted average remaining contractual terms of Options outstanding and Options exercisable were as follows as of September 30, 2021. September 30, 2021 Aggregate intrinsic value (in millions) Unit Options outstanding $ 18.8 Unit Options exercisable $ 8.9 Weighted average remaining contractual life (in years) Unit Options outstanding 8.7 years Unit Options exercisable 8.7 years All Options outstanding were issued at the time of the IPO in 2020. No additional options have been issued to date. The fair value of Class A Common Stock Options granted at the time of the IPO was determined using the Black-Scholes option pricing model. We estimated the future stock price volatility based on the volatility of a set of publicly traded comparable companies with a look back period consistent with the expected life. The estimated life for the units was based on the expected hold period of private equity owners. The risk-free rate is based on the rate for a U.S. government security with the same estimated life at the time of grant. HoldCo Units During the three months ended September 30, 2021, ZoomInfo HoldCo waived the restriction on exchanges of unvested HoldCo Units on condition that such holders accept Class A Common Stock subject to the same vesting terms as the corresponding exchanged HoldCo Units. Subsequently, 872,371 unvested HoldCo Units, along with the same number of corresponding Class B Shares held directly by employees of the Company were voluntarily exchanged for 872,371 shares of Restricted Stock. Unvested HoldCo Unit activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 HoldCo Units Weighted Average Grant Date Fair Value HoldCo Units Unvested at beginning of period 1,214,105 $ 9.13 — Effect of Reorganization Transactions and IPO — $ — 1,332,239 Exchanged for Restricted Stock (872,371) $ 9.36 — Vested (298,177) $ 8.51 (68,587) Forfeited (43,557) $ 9.01 (12,773) Unvested at end of period — $ — 1,250,879 Restricted Stock During the three months ended September 30, 2021, shares of Restricted Stock were issued upon exchange of unvested HoldCo Units and unvested Class P Units owned directly by employees of the Company. The shares restricted stock issued upon the exchanges remain subject to the same service vesting requirements of the original units. Upon fulfillment of the original employment service conditions, the restrictions will be lifted and the Restricted Stock will become unrestricted Class A Shares. Restricted Stock activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Restricted stock Weighted Average Grant Date Fair Value Restricted stock Unvested at beginning of period — $ — — Exchanged HoldCo Units 872,371 $ 9.36 — Exchanged Class P Units 947,515 $ 5.39 — Granted — $ — — Vested (385,120) $ 8.68 — Forfeited (926) $ 9.43 — Unvested at end of period 1,433,840 $ 6.92 — OpCo Units OpCo Unit activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 OpCo Units Weighted Average Grant Date Fair Value OpCo Units Unvested at beginning of period — $ — 228,819 Effect of Reorganization Transactions and IPO — $ — (6,909) Vested — $ — (162,218) Forfeited — $ — (59,692) Unvested at end of period — $ — — Class P Units During the three months ended September 30, 2021, the Company permitted employees to exercise the exchange rights on unvested Class P Units, pursuant to Board approval. The recipients received a number of shares of Restricted Stock equal in value to the implied “spread value” of the corresponding Class P Units, calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the per unit participation threshold of such Class P Units. The shares of Restricted Stock received are subject to the same vesting terms as the corresponding exchanged unvested Class P units. Class P Units were issued under both the prior and current LLC agreement of ZoomInfo OpCo. Class P Unit activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Class P Units Weighted Average Participation Threshold Class P Units Unvested at beginning of period 8,796,642 $ 6.59 16,893,603 Effect of Reorganization Transactions and IPO — $ — (1,950,930) Exchanged for Restricted Stock (1,133,142) 10.75 — Granted — $ — 642,500 Vested (4,506,931) $ 5.97 (5,078,777) Forfeited (94,621) $ 6.56 (430,965) Unvested at end of period 3,061,948 $ 7.08 10,075,431 The fair value of these Class P Units was determined using the Black-Scholes option pricing model. We estimated the future stock price volatility based on the volatility of a set of publicly traded comparable companies with a look back period consistent with the expected life. The estimated life for the units was based on the expected holding period of private equity owners. The risk-free rate is based on the rate for a U.S. government security with the same estimated life at the time of grant. There were no grants of Class P Units during the nine months ended September 30, 2021. LTIP Units LTIP Unit activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 LTIP Units Weighted Average Participation Threshold LTIP Units Unvested at beginning of period 47,620 $ 21.00 — Granted 247,045 $ 52.42 47,620 Unvested at end of period 294,665 $ 47.34 47,620 HSKB Incentive Units After selling units to TA Associates and funds affiliated with 22C Capital LLC, the founders of the Company contributed membership units of ZoomInfo OpCo into an upper tier entity, HSKB Funds, LLC, which is controlled by the current CEO of the Company (“HSKB Manager”). In connection with the Reorganization Transactions, HSKB was reorganized into HSKB I and HSKB II (together, “HSKB”), with HSKB I owning OpCo Units and HSKB II owning HoldCo Units. HSKB may issue LLC units to employees of the Company (“HSKB Grant”) in the form of Class 1 units and Class 2 units, with a Class 1 unit being exchangeable into one share of Class A Common Stock, and a Class 2 unit equal to any residual interests in HSKB upon liquidation. These awards are recorded in accordance with the measurement and recognition criteria of ASC 718 for awards made to non-employees. Prior to December 2019, most HSKB Grants were issued with a performance vesting condition wherein the award vests upon the cumulative change of more than 90% of the membership interests in the Company. In December 2019, unvested HSKB Grants were modified to add an alternative vesting condition and modify the forfeiture provisions, wherein 50% of an HSKB Grant will no longer be subject to forfeiture and will be eligible to vest on the later of September 1, 2020 or two years following the award grant date, and 1/48th will no longer be subject to forfeiture and be eligible to vest on the first day of each subsequent month. This additional vesting condition (but not the forfeiture modification) is conditioned upon the ability to exchange the HSKB Units for the Class A Common Stock of the Company after an IPO. This modification affected 142 grantees at the time and resulted in an increase in unrecognized equity-based compensation cost related to the HSKB Grants of approximately $88.4 million. Upon completion of the IPO in June 2020, this performance condition was satisfied and the Company began to recognize compensation cost under these awards on a straight-line basis in the same manner as if the Company had paid cash in lieu of awarding the HSKB Grants, per the requirements of ASC 718. In 2018, in connection with the Carlyle Investment described above, holders of HSKB Grants received $21.8 million in cash distributions. In addition, HSKB allocated $31.3 million to be paid over three years from 2019 to 2021 if the holder of the HSKB Grant remains employed by the Company as of the payment date. On March 31, 2020, HSKB allocated an additional $5.3 million to be paid out over four years, starting with March 31, 2020, to holders of HSKB Grants who received their grants after the March 2018 Carlyle Investment, subject to the holders continued employment by the Company. During the nine months ended September 30, 2021, HSKB paid $9.0 million from allocated funds and has $2.9 million remaining that it has allocated to be paid through 2023. During the three months ended September 30, 2021, HSKB II exchanged their HoldCo Units and paired shares of Class B common stock of the Company for share of Class A common stock of the Company pursuant to the terms of the limited liability company agreement of HoldCo. HSKB Phantom Units - In December 2019, HSKB I adopted the HSKB Funds, LLC 2019 Phantom Unit Plan wherein HSKB may grant Phantom Units (“HSKB Phantom Units”) to employees of the Company. HSKB Phantom Units are recorded in accordance with the measurement and recognition criteria of ASC 718 for awards made to non-employees. HSKB Phantom Units represent the economic equivalent of one Class A Common Share in the Company and generally have the same vesting and forfeiture conditions as the modified HSKB Grants (see HSKB Incentive Units above). In connection with the Reorganization Transactions, all HSKB Phantom Units were moved from HSKB I to HSKB II. Within 30 days of the later of the date upon which a Phantom Unit vests , HSKB II must settle the HSKB Phantom Unit in exchange for either (1) cash or (2) Class A Common Stock as determined by the HSKB Manager, in each case, equal to the fair market value of such Common Unit at the time of such exchange. The HSKB Incentive Units and HSKB Phantom Units both had time-based vesting conditions that were conditional upon the completion of an IPO. Compensation expense incurred from all the equity-based incentive awards described above was the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of service and Operating expenses include equity-based compensation expenses as follows: Cost of service $ 2.8 $ 6.8 $ 9.5 $ 23.8 Sales and marketing 9.5 15.2 25.1 53.6 Research and development 7.4 1.8 13.2 11.9 General and administrative 4.8 4.6 11.9 14.9 Total equity-based compensation expense $ 24.5 $ 28.4 $ 59.7 $ 104.2 As of September 30, 2021, unamortized equity-based compensation costs related to each equity-based incentive award described above is the following (in millions): Amount Weighted Average Remaining Service Period (years) Restricted Stock Units $ 157.9 3.3 Class A Common Stock Options 0.7 1.8 Restricted Stock 8.3 1.9 Class P Units 11.3 1.5 LTIP Units 10.9 2.3 HSKB Incentive Units 26.1 0.9 HSKB Phantom Units 8.3 3.1 Total unamortized equity-based compensation cost $ 223.5 2.8 |
Tax Receivable Agreements
Tax Receivable Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Tax Receivable Agreements [Abstract] | |
Tax Receivable Agreements | Note 16 - Tax Receivable Agreements In connection with the Reorganization Transactions and the IPO, the Company entered into (i) the Exchange Tax Receivable Agreement with certain Pre-IPO OpCo Unitholders and (ii) the Reorganization Tax Receivable Agreement with the Pre-IPO Blocker Holders (collectively, the “Tax Receivable Agreements”). These Tax Receivable Agreements provide for the payment by ZoomInfo Technologies Inc. or any member of its affiliated, consolidated, combined, or unitary tax group (collectively, the “ZoomInfo Tax Group”) to such Pre-IPO Owners and certain Pre-IPO HoldCo Unitholders of 85.0% of the benefits, if any, the ZoomInfo Tax Group actually realizes, or is deemed to realize in certain circumstances, as a result of certain tax attributes and benefits covered by the Tax Receivable Agreements. The Exchange Tax Receivable Agreement provides for the payment by members of the ZoomInfo Tax Group to certain Pre-IPO OpCo Unitholders and certain Pre-IPO HoldCo Unitholders of 85.0% of the benefits, if any, that the ZoomInfo Tax Group realizes as a result of (i) the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the IPO and (ii) increases in the ZoomInfo Tax Group’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the ZoomInfo Tax Group as a result of sales or exchanges of OpCo Units for shares of Class A common stock after the IPO, and certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement. The Reorganization Tax Receivable Agreement provides for the payment by ZoomInfo Technologies Inc. to the Pre-IPO Blocker Holders and certain Pre-IPO HoldCo Unitholders of 85.0% of the benefits, if any, that the ZoomInfo Tax Group realizes as a result of the ZoomInfo Tax Group’s utilization of certain tax attributes of the Blocker Companies (including the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the Reorganization Transactions), and certain other tax benefits, including tax benefits attributable to payments under the Reorganization Tax Receivable Agreement. The Company expects to benefit from the remaining 15.0% of any of cash savings that it realizes. The Company expects to obtain an increase in its share of the tax basis in the net assets of ZoomInfo HoldCo when OpCo Units are exchanged by Pre-IPO OpCo Unitholders. The Company intends to treat any redemptions and exchanges of OpCo Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. As of September 30, 2021, the Company had a liability of $3,065.8 million related to its projected obligations under the Tax Receivable Agreements in connection with the Reorganization Transactions and OpCo Units exchanged. Tax Receivable Agreements related liabilities are classified as current or noncurrent based on the expected date of payment and are included in the Company’s Condensed Consolidated Balance Sheets under the captions Current portion of tax receivable agreements liability and Tax receivable agreements liability, net of current portion , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17 - Income Taxes The Company recorded $45.5 million of income tax expense and $1.4 million of income tax expense for the three months ended September 30, 2021 and 2020, respectively, and $101.4 million of income tax expense and $9.8 million of income tax expense for the nine months ended September 30, 2021 and 2020, respectively. The Company’s estimated effective tax rate for the nine months ended September 30, 2021 was 198.4%. The Company’s estimated annual effective tax rate differs from the statutory rate of 21.0% primarily due to the recognition of $44.8 million in Q1 and $41.9 million in Q3 of non-cash tax expense resulting from shifts in GAAP basis from a non-taxable entity to a taxable entity. The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits as of September 30, 2021, that if recognized, would affect the annual effective tax rate. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 - Subsequent Events UP-C Corporate Structure and Multi-Class Voting Structure Elimination In September 2021, the Board of Directors unanimously approved streamlining the Company’s corporate structure and governance by eliminating the Company’s umbrella partnership-C-corporation (“UP-C”) and multi-class voting structure. In October 2021, the Company implemented this reorganization. Following the implementation, ZoomInfo Technologies Inc. (“Old ZoomInfo”) became a wholly-owned subsidiary of a new holding company, ZoomInfo NewCo Inc. (“New ZoomInfo”), which replaced Old ZoomInfo as the public company trading on the Nasdaq Global Select Market under Old ZoomInfo’s ticker symbol “ZI.” In addition, New ZoomInfo changed its name to “ZoomInfo Technologies Inc.” and Old ZoomInfo changed its name to “ZoomInfo Intermediate Holdings Inc.” Accordingly, upon consummation of the reorganization transaction, Old ZoomInfo stockholders automatically became stockholders of New ZoomInfo, on a one-for-one basis, with the same number and ownership percentage of shares they held in Old ZoomInfo immediately prior to the effective time of the reorganization transaction. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) has been condensed or omitted pursuant to those rules and regulations. The financial statements included in this report should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates relate to, but are not limited to, revenue recognition, allowance for doubtful accounts, contingencies, valuation and useful lives of long-lived assets, fair value of tangible and intangible assets acquired in business combinations, equity-based compensation, and income taxes, among other things. We base these estimates on historical and anticipated results, trends, and other assumptions with respect to future events that we believe are reasonable and evaluate our estimates on an ongoing basis. Given that estimates and judgments are required, actual results may differ from our estimates and such differences could be material to our consolidated financial position and results of operations. |
Principles of Consolidation | Organization ZoomInfo Technologies Inc. was formed on November 14, 2019 with no operating assets or operations as a Delaware corporation for the purposes of facilitating an initial public offering (“IPO”) and other related transactions in order to carry on the business of ZoomInfo Holdings LLC (“ZoomInfo OpCo”) (formerly known as DiscoverOrg Holdings, LLC), a Delaware limited liability company. Following consummation of the Reorganization Transactions (as described below), ZoomInfo OpCo became a direct subsidiary of ZoomInfo Intermediate Holdings LLC (“ZoomInfo HoldCo”), a Delaware limited liability company and an indirect subsidiary of ZoomInfo Technologies Inc. Principles of Consolidation The consolidated financial statements include the accounts of ZoomInfo Technologies Inc. and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting guidance. All intercompany transactions and balances have been eliminated in consolidation. ZoomInfo Technologies Inc. operates and has the power to control all of the businesses and affairs of, ZoomInfo OpCo. ZoomInfo Technologies Inc. has the obligation to absorb losses of, and receive benefits from, ZoomInfo OpCo, that could be significant. We determined that, as a result of the Reorganization Transactions described above, ZoomInfo OpCo is a VIE. Further, ZoomInfo Technologies Inc. has no contractual requirement to provide financial support to ZoomInfo OpCo and, for the nine months ended September 30, 2021, ZoomInfo Technologies Inc. did not provide support to ZoomInfo OpCo. Accordingly, ZoomInfo Technologies Inc. is considered the primary beneficiary and consolidates ZoomInfo OpCo in the Company’s consolidated financial statements. |
Reorganization Transactions | We refer to the Reclassification, together with the Blocker Mergers and the ZoomInfo HoldCo Contributions, as the “Reorganization Transactions.” Following the Reorganization Transactions, ZoomInfo Technologies Inc. became a holding company, with its sole material asset being a controlling equity interest in ZoomInfo HoldCo, which became a holding company with its sole material asset being a controlling equity interest in ZoomInfo OpCo. ZoomInfo Technologies Inc. will operate and control all of the business and affairs, and consolidate the financial results, of ZoomInfo OpCo through ZoomInfo HoldCo and, through ZoomInfo OpCo and its subsidiaries, conduct our business. Accordingly, ZoomInfo Technologies Inc. consolidates the financial results of ZoomInfo HoldCo, and therefore ZoomInfo OpCo, and reports the non-controlling interests of the Pre-IPO HoldCo Units and Pre-IPO OpCo Units on its consolidated financial statements.The Reorganization Transactions were accounted for consistent with a combination of entities under common control. As a result, the financial reports filed with the SEC by the Company subsequent to the Reorganization Transactions are prepared “as if” ZoomInfo OpCo is the accounting predecessor of the Company. The historical operations of ZoomInfo OpCo are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of ZoomInfo OpCo prior to the Reorganization Transactions; (ii) the consolidated results of ZoomInfo Technologies Inc. and ZoomInfo OpCo following the Reorganization Transactions; (iii) the assets and liabilities of ZoomInfo OpCo and ZoomInfo Technologies Inc. at their historical cost; and (iv) ZoomInfo Technologies Inc. equity structure for all periods presented. No step-up basis of intangible assets or goodwill was recorded.ZoomInfo OpCo has been determined to be our predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. The Company’s financial position, performance and cash flows effectively represent those of ZoomInfo OpCo as of and for all periods presented |
Revenue Recognition | Revenue Recognition The company derives revenue primarily from subscription services. Our subscription services consist of our SaaS applications and related access to our databases. Subscription contracts are generally based on the number of users that access our applications, the level of functionality that they can access, and the amount of data that a customer integrates with their systems. Our subscriptions contracts typically have a term of 1 to 3 years and are non-cancelable. We typically bill for services annually, semi-annually, or quarterly in advance of delivery. The Company accounts for revenue contracts with customers through the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when or as the Company satisfies a performance obligation. We recognize revenue for subscription contracts on a ratable basis over the contract term based on the number of calendar days in each period, beginning on the date that our service is made available to the customer. Unearned revenue results from revenue amounts billed to customers in advance or cash received from customers in advance of the satisfaction of performance obligations. Determining the transaction price often involves judgments and estimates that can have a significant impact on the timing and amount of revenue reported. At times, the Company may adjust billing under a contract based on the addition of services or other circumstances, which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. Deferred Commissions Certain sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These sales commissions for initial contracts are capitalized and included in Deferred costs and other assets, net of current portion in our Condensed Consolidated Balance Sheets. Deferred sales commissions are amortized on a straight-line basis over the estimated period of benefit from the customer relationship which we have determined to be 1 and 3 years for renewals and new clients, respectively. We determined the period of benefit by taking into consideration our customer contracts, our technology, and other factors. Amortization expense is included in Sales and marketing expense on the Consolidated Statements of Operations. Commissions payable at September 30, 2021 were $24.6 million, of which the current portion of $22.5 million was included in Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets, and the long-term portion of $2.1 million was included in Other long-term liabilities in our Condensed Consolidated Balance Sheets. Commissions payable at December 31, 2020 were $25.6 million, of which the current portion of $23.3 million was included in Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets, and the long-term portion of $2.3 million was included in Other long-term liabilities in our Condensed Consolidated Balance Sheets. Certain commissions are not capitalized as they do not represent incremental costs of obtaining a contract. Such commissions are expensed as incurred. Unearned Revenue Unearned revenue consists of customer payments and billings in advance of revenue being recognized from our subscription services. Unearned revenue that is anticipated to be recognized within the next 12 months is recorded as Unearned revenue, current portion and the remaining portion is included in Unearned revenue, net of current portion in our Condensed Consolidated Balance Sheets. |
Cash and Cash Equivalents | Cash equivalents consist of highly liquid marketable debt securities with remaining maturities of three months or less at the date of purchase. |
Short-term Investments | We classify our investments in marketable securities as “available-for-sale.” We carry these investments at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is reflected as a separate component of stockholders’ equity in our Condensed Consolidated Balance Sheets. Gains and losses are determined using the specific identification method and recognized when realized in our Consolidated Statements of Operations. If we were to determine that an other-than-temporary decline in fair value has occurred, the amount of the decline related to a credit loss will be recognized in income. |
Fair Value Measurements | Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 - Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities Level 2 - Other inputs that are directly or indirectly observable in the marketplace Level 3 - Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value The inputs or methodology used for valuing financial assets and liabilities are not necessarily an indication of the risk associated with investing in them. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant CustomersFinancial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. The Company holds cash at major financial institutions that often exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company manages its credit risk associated with cash concentrations by concentrating its cash deposits in high-quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The carrying value of cash approximates fair value. Our investment portfolio is comprised of highly rated securities with a weighted-average maturity of less than 12 months in accordance with our investment policy which seeks to preserve principal and maintain a high degree of liquidity. Historically, the Company has not experienced any losses due to such cash concentrations. The Company does not have any off-balance-sheet credit exposure related to its customers. Concentrations of credit risk with respect to accounts receivable and revenue are limited due to a large, diverse customer base. We do not require collateral from clients. We maintain an allowance for doubtful accounts based upon the expected collectability of accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses, which, when realized, have been within the range of management’s expectations. |
Accounts Receivable and Contract Assets | Accounts Receivable and Contract Assets Accounts receivable is comprised of invoices of revenue, net of allowance for doubtful accounts and does not bear interest. We consider receivables past due based on the contractual payment terms. Management’s evaluation of the adequacy of the allowance for doubtful accounts considers historical collection experience, changes in customer payment profiles, the aging of receivable balances, as well as current economic conditions, all of which may impact a customer’s ability to pay. Account balances are written-off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have significant bad debt experience with customers, and therefore, the allowance for doubtful accounts is immaterial as of September 30, 2021 and December 31, 2020. The assessment of variable consideration to be constrained is based on estimates, and actual consideration may vary from current estimates. As adjustments to these estimates become necessary, they are reported in earnings in the periods in which they become known. Changes in variable consideration are recorded as a component of net revenue. Contract assets represent a contractual right to consideration in the future. Contract assets are generated when contractual billing schedules differ from revenue recognition timing. |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment is stated at cost, net of accumulated depreciation and amortization. All repairs and maintenance costs are expensed as incurred. Depreciation and amortization costs are expensed on a straight-line basis over the lesser of the estimated useful life of the asset or the remainder of the lease term for leasehold improvements. Qualifying internal use software costs incurred during the application development stage, which consist primarily of internal product development costs, outside services, and purchased software license costs, are capitalized and amortized over the estimated useful life of the asset. Estimated useful lives range from 3 years to 10 years. |
Advertising and Promotional Expenses | Advertising and Promotional Expenses The Company expenses advertising costs as incurred. Advertising expenses of $7.1 million and $15.7 million were recorded for the three and nine months ended September 30, 2021. Advertising expenses of $3.4 million and $8.9 million were recorded for the three and nine months ended September 30, 2020. Advertising expenses are included in Sales and marketing |
Research and Development | Research and Development Research and development expenses consist primarily of compensation expense for our employees, including employee benefits, certain IT program expenses, facilities and related overhead costs. We continue to focus our research and development efforts on developing new products, adding new features and services, integrating acquired technologies, and increasing functionality. Expenditures for software developed or obtained for internal use are capitalized and amortized over a four |
Restructuring and Transaction-Related Expenses | Restructuring and Transaction-Related Expenses The Company defines restructuring and transaction related expenses as costs directly associated with acquisition or disposal activities. Such costs include employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when there is a substantive plan for employee severance and related costs that are probable and estimable. For one-time termination benefits for key members of management (i.e., no substantive plan), transaction related bonuses and employee retention costs, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Contract termination fees and penalties and other exit and disposal costs are generally recorded when incurred. |
Business Combinations | Business Combinations We allocate purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed and equity interests issued, after considering any transactions that are separate from the business combination. The fair value of equity issued as part of a business combination is determined based on grant date stock price of the Company. The excess of fair value of purchase consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, we may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items based upon the facts and circumstances that existed as of the acquisition date, with any revisions to our preliminary estimates being recorded to goodwill, provided that the timing is within the measurement period. Subsequent to the measurement period, changes to uncertain tax positions and tax-related valuation allowances will be recorded to earnings. |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible Assets Goodwill is calculated as the excess of the purchase consideration paid in a business combination over the fair value of the assets acquired less liabilities assumed. Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below its carrying value. The company has one reporting unit. We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or we elect to bypass the qualitative assessment, we perform a quantitative test by determining the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference. Acquired technology, customer lists, trade names or brand portfolios, and other intangible assets are related to previous acquisitions (see Note 7). Acquired intangible assets are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. The amortization periods range from 2 years to 15 years. Any costs incurred to renew or extend the life of an intangible or long-lived asset are reviewed for capitalization. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets, such as property and equipment and acquired intangible assets, are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future cash flows expected to be generated by the asset or group of assets. If the carrying amount of the asset exceeds the estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the estimated future cash flows of the asset. |
Leases | Leases We determine if an arrangement is or contains a lease at contract inception. Determining if a contract contains a lease requires judgement. In certain of our lease arrangements, primarily those related to our data center arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether we have the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the terms of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from a combination of current and long-term portions of debt. Upon a refinancing or amendment, previously-capitalized debt issuance costs are expensed and included in Loss on debt modification and extinguishment , if the Company determines that there has been a substantial modification of the related debt. If the Company determines that there has not been a substantial modification of the related debt, any previously-capitalized debt issuance costs are amortized as interest expense over the term of the new debt instrument. The company performs assessments of debt modifications at a lender-specific level for all syndicated financing arrangements. |
Tax Receivable Agreements | Tax Receivable Agreements In connection with our IPO, we entered into two Tax Receivable Agreements ("TRAs") with certain non-controlling interest owners (the “TRA Holders”). The TRAs generally provide for payment by the Company to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes or is deemed to realize in certain circumstances. The Company will retain the benefit of the remaining 15% of these net cash savings. Amounts payable under the TRA are accrued by a charge to income when it is probable that a liability has been incurred and the amount is estimable. TRA related liabilities are classified as current or noncurrent based on the expected date of payment and are included in the Company’s Condensed Consolidated Balance Sheets under the captions Current portion of tax receivable agreements liability and Tax receivable agreements liability, net of current portion, |
Income Taxes | Income Taxes ZoomInfo Technologies Inc. is a corporation and is subject to U.S. federal as well as state income tax related to its ownership percentage in ZoomInfo Holdings LLC. ZoomInfo Holdings LLC is a limited liability company treated as a partnership for U.S. federal income tax purposes and files a U.S. Return of Partnership Income. Consequently, the members of ZoomInfo Holdings are taxed individually on their share of earnings for U.S. federal and state income tax purposes. However, ZoomInfo Holdings is subject to the Texas Margins Tax. Additionally, our operations in Israel are subject to local country income taxes. See Note 17 for additional information regarding income taxes. Deferred taxes are recorded using the asset and liability method, whereby tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We regularly evaluate the valuation allowances established for deferred tax assets for which future realization is uncertain. In assessing the realizability of deferred tax assets, we consider both positive and negative evidence, including scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies and results of recent operations. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded. |
Equity-Based Compensation Expense | Equity-Based Compensation Expense The Company periodically grants incentive units to employees and non-employees, which generally vest over a four Compensation expense for incentive units is measured at the estimated fair value of the incentive units and is included as compensation expense over the vesting period during which an employee provides service in exchange for the award. The Company uses a Black-Scholes option pricing model to determine the fair value of stock options and profits interests, as profits interests have certain economic similarities to options. The Black-Scholes option pricing model includes various assumptions, including the expected life of incentive units, the expected volatility and the expected risk-free interest rate. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation cost could be materially impacted. The Company measures employee, non-employee, and board of director equity-based compensation on the grant date fair value basis. Equity-based compensation expense is recognized over the requisite service period of the awards. For equity awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved. The Company classifies equity-based compensation expense in its Consolidated Statements of Operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The standard applies to contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate. Further, the standard provides exceptions to certain guidance in ASC 815, Derivatives and Hedging , related to changes to the critical terms of a hedging relationship due to reference rate reform and provides optional expedients for fair value, cash flow, and net investment hedging relationships for which the component excluded from the assessment of hedge effectiveness is affected by reference rate reform. The standard is effective for us as of March 12, 2020 through December 31, 2022, and we may elect to apply the provisions of the standard as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 up to the date that the financial statements are available to be issued. Once elected, the provisions of the standard must be applied prospectively for all similar eligible contract modifications other than derivatives, which may be applied at a hedging relationship level. The standard would apply to our existing variable rate financing and derivatives designated as hedges if elected in the future. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2016-13 and ASU 2019-05 effective January 1, 2020. The adoption of this guidance was on a modified retrospective basis and did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which amends disclosure requirements for fair value measurements by requiring new disclosures, modifying existing requirements, and eliminating others. The amendments are the result of a broader disclosure project, which aims to improve the effectiveness of disclosures. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted ASU 2018-13 on January 1, 2020, and the adoption did not have a material effect on the Company’s financial statements or disclosures. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Disaggregated by Service Offering | Revenue comprised the following service offerings: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Subscription $ 195.4 $ 122.4 $ 518.6 $ 333.3 Usage-based 2.2 1.0 6.3 3.2 Total revenue $ 197.6 $ 123.4 $ 524.9 $ 336.5 |
Remaining Performance Obligations | The remaining performance obligations consisted of the following: (in millions) Recognized within one Noncurrent Total As of September 30, 2021 $ 552.2 $ 160.0 $ 712.3 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition Date Fair Value of Consideration Transferred | The acquisition date fair value of the total consideration transferred was comprised of the following (in millions): Cash $ 697.7 Deferred purchase consideration 2.2 Total purchase consideration $ 699.9 The acquisition date fair value of the total consideration transferred was comprised of the following (in millions): Cash $ 61.9 Purchase consideration liabilities 7.2 Issuance of 67,075 Class A shares 2.9 Total purchase consideration $ 72.0 |
Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed, as of the dates of the acquisition for the 2021 Acquired Companies (in millions): Cash and cash equivalents $ 13.9 Accounts receivable 4.3 Prepaid expenses and other assets 2.8 Intangible assets 120.7 Accounts payable and other liabilities (4.1) Unearned revenue (10.2) Deferred tax liabilities (2.7) Total identifiable net assets acquired 124.7 Goodwill 575.2 Total consideration 699.9 Cash refund from Chorus.ai acquisition 33.9 Deferred consideration (2.2) Accruals from adjustments to working capital balances (0.5) Cash paid for 2020 acquisitions in 2021 (see "2020 Acquisitions") 0.3 Cash acquired (13.9) Cash paid for acquisitions, net of cash acquired $ 717.5 The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed, as of the date of the acquisitions (in millions): Cash and cash equivalents $ 2.9 Accounts receivable 3.0 Prepaid expenses and other assets 1.1 Intangible assets 37.0 Accounts payable and other (2.2) Unearned revenue (3.2) Total identifiable net assets acquired 38.6 Goodwill 33.4 Total consideration 72.0 Issuance of 67,075 Class A shares (2.9) Cash acquired (2.9) Cash paid for acquisitions $ 66.2 |
Components of Identifiable Indefinite-Lived Intangible Assets Acquired | The following table sets forth the components of identifiable intangible assets acquired and the estimated useful lives as of the dates of acquisition (in millions): Fair Value Weighted Average Useful Life Brand portfolio $ 1.1 2.0 years Developed technology 107.5 6.1 years Customer relationships 12.1 7.7 years Total intangible assets $ 120.7 The following table sets forth the components of identifiable intangible assets acquired and the estimated useful lives as of the dates of acquisition (in millions): Fair Value Weighted Average Useful Life Brand portfolio $ 2.0 6.5 years Developed technology 29.6 7.0 years Database 2.0 4.0 years Customer relationships 3.4 9.3 years Total intangible assets $ 37.0 |
Business Acquisition, Pro Forma Information | The following table presents the unaudited pro forma results for the three and nine months ended September 30, 2021 and 2020. The unaudited pro forma financial information combines the results of operations of the 2021 Acquired Companies and ZoomInfo as though each of the acquisitions had been completed on January 1, 2020. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at such time. The unaudited pro forma results presented below primarily include adjustments for amortization of identifiable intangible assets, the valuation of deferred revenue assumed in the acquisitions (“the deferred revenue write-down”), and related tax effects of the adjustments: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Revenue $ 201.7 $ 127.1 $ 541.6 $ 346.1 Net income (loss) $ (41.0) $ 3.4 $ (67.6) $ (98.9) |
Cash, Cash Equivalents, and S_2
Cash, Cash Equivalents, and Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash, cash equivalents, and short-term investments consisted of the following as of September 30, 2021: (in millions) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current Assets: Cash $ 183.2 $ — $ — $ 183.2 Cash equivalents Corporate debt securities — — — — Money market mutual funds 13.6 — — 13.6 Total cash equivalents 13.6 — — 13.6 Total cash and cash equivalents 196.8 — — 196.8 Short-term investments: Corporate debt securities 31.9 — — 31.9 Securities guaranteed by U.S. government 1.6 — — 1.6 Other governmental securities 3.0 — — 3.0 Total short-term investments 36.5 — — 36.5 Total cash, cash equivalents, and short-term investments $ 233.3 $ — $ — $ 233.3 Cash, cash equivalents, and short-term investments consisted of the following as of December 31, 2020: (in millions) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current Assets: Cash $ 100.4 $ — $ — $ 100.4 Cash equivalents Corporate debt securities 72.0 — — 72.0 Money market mutual funds 91.0 — — 91.0 Securities guaranteed by U.S. government 6.4 — — 6.4 Total cash equivalents 169.4 — — 169.4 Total cash and cash equivalents 269.8 — — 269.8 Short-term investments: Corporate debt securities 24.0 — — 24.0 Securities guaranteed by U.S. government 6.6 — — 6.6 Total short-term investments 30.6 — — 30.6 Total cash, cash equivalents, and short-term investments $ 300.4 $ — $ — $ 300.4 |
Schedule of Short-term Securities | The following table summarizes the cost and estimated fair value of the securities classified as short-term investments based on stated effective maturities as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 (in millions) Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $36.5 $36.5 $30.6 $30.6 Total $36.5 $36.5 $30.6 $30.6 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The Company’s fixed assets consist of the following: September 30, December 31, 2021 2020 (in millions) Computer equipment $ 11.0 $ 7.4 Furniture and fixtures 3.5 5.4 Leasehold improvements 8.6 7.0 Internal use developed software 37.1 28.0 Construction in progress 4.8 2.9 65.0 50.7 Less: accumulated depreciation (26.3) (19.7) Property and equipment, net $ 38.7 $ 31.0 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consisted of the following as of September 30, 2021: (in millions) Gross Carrying Amount Accumulated Amortization Net Weighted Average Amortization Period in Years Intangible assets subject to amortization: Customer relationships $ 284.2 $ (66.8) $ 217.4 14.5 Acquired technology 303.0 (110.0) 193.0 6.3 Brand portfolio 7.7 (3.8) 3.9 6.5 Net intangible assets subject to amortization $ 594.9 $ (180.6) $ 414.3 Intangible assets not subject to amortization Pre-Acquisition ZI brand portfolio $ 33.0 $ — $ 33.0 Goodwill $ 1,575.4 $ — $ 1,575.4 |
Changes to Goodwill | The following summarized changes to the Company’s goodwill (in millions): Balance at December 31, 2020 $ 1,000.1 Adjustment from 2020 acquisition 0.1 Goodwill from 2021 acquisitions 575.2 Balance at September 30, 2021 $ 1,575.4 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Carrying Values of Borrowings | As of September 30, 2021 and December 31, 2020, the carrying values of the Company’s borrowings were as follows (in millions): Carrying Value as of Instrument Date of Issuance Maturity Date Elected Interest Rate September 30, 2021 December 31, 2020 First Lien Term Loan February 1, 2019 February 1, 2026 LIBOR + 3.00% $ 593.7 $ 744.9 First Lien Revolver February 1, 2019 November 2, 2025 LIBOR + 2.00% — — Senior Notes February 2, 2021 February 1, 2029 3.875% 638.5 — Total Carrying Value of Debt $ 1,232.2 $ 744.9 Less current portion — — Total Long Term Debt $ 1,232.2 $ 744.9 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Interest Rate Derivatives Designated as Cash Flow Hedges of Interest Rate Risk | As of September 30, 2021, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ($ in millions): Interest Rate Derivatives Number of Instruments Notional Aggregate Principal Amount Interest Cap / Swap Rate Maturity Date Interest rate cap contract One $ 100.0 3.500 % April 30, 2024 Interest rate swap contracts Two $ 350.0 2.301 % April 29, 2022 Forward-starting interest rate swap contracts - April 2022 Two $ 500.0 0.370 % January 30, 2026 |
Fair Value and Presentation in the Consolidated Balance Sheets for Derivatives | The following table summarizes the fair value and presentation in the Company’s Condensed Consolidated Balance Sheets for derivatives as of September 30, 2021 and December 31, 2020 (in millions): Fair Value of Derivative Liabilities Instrument September 30, 2021 December 31, 2020 Derivative Assets Derivative Liabilities Derivative Assets Derivative Liabilities Derivatives designated as hedging instruments Interest rate cap contract (1) $ — $ 0.1 $ — $ 0.2 Interest rate cap contract (2) — — — 0.2 Interest rate swap contracts (1) — 4.4 — 7.3 Interest rate swap contracts (2) — — — 2.2 Forward-starting interest rate swap contracts (1) — 0.5 — — Forward-starting interest rate swap contracts (3) 11.2 — 1.0 — Total designated derivative fair value 11.2 5.0 1.0 9.9 Derivatives not designated as hedging instruments Interest rate cap contract (1) — 0.3 — 0.2 Interest rate cap contract (2) — 0.2 — 0.2 Total undesignated derivative fair value — 0.5 — 0.4 Total derivative fair value $ 11.2 $ 5.5 $ 1.0 $ 10.3 ________________ (1) Included in Accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets. (2) Included in Other long-term liabilities on our Condensed Consolidated Balance Sheets. (3) Included in Deferred costs and other assets, net of current portion |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and (Liabilities) Measured at Fair Value | The fair value (in millions) of our financial assets and (liabilities) was determined using the following inputs: Fair Value at September 30, 2021 Level 1 Level 2 Level 3 Measured on a recurring basis: Assets: Cash equivalents: Corporate debt securities $ — $ — $ — Money market mutual funds $ 13.6 $ — $ — Securities guaranteed by U.S. government $ — $ — $ — Short-term investments: Corporate debt securities $ — $ 31.9 $ — Securities guaranteed by U.S. government $ — $ 1.6 $ — Other governmental securities $ — $ 3.0 $ — Deferred costs and other assets, net of current portion Forward-starting interest rate swap contracts $ — $ 11.2 $ — Liabilities: Derivative contracts: Interest rate cap contract $ — $ (0.6) $ — Interest rate swap contracts $ — $ (4.4) $ — Forward-starting interest rate swap contracts $ — $ (0.5) $ — Measured on a non-recurring basis: Assets: Impaired lease-related assets $ — $ — $ 14.2 Fair Value at December 31, 2020 Level 1 Level 2 Level 3 Measured on a recurring basis: Assets: Cash equivalents: Corporate debt securities $ — $ 72.0 $ — Money market mutual funds $ 91.0 $ — $ — Securities guaranteed by U.S. government $ — $ 6.4 $ — Short-term investments: Corporate debt securities $ — $ 24.0 $ — Securities guaranteed by U.S. government $ — $ 6.6 $ — Deferred costs and other assets, net of current portion Forward-starting interest rate swap contracts $ — $ 1.0 $ — Liabilities: Derivative contracts: Interest rate cap contract $ — $ (0.8) $ — Interest rate swap contracts $ — $ (9.5) $ — Measured on a non-recurring basis: N/A $ — $ — $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The followin g table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (los s) per share of Class A and Class C common stock for the three and nine months ended September 30, 2021. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Numerator: Net income (loss) $ (40.9) $ 11.1 $ (50.3) $ (72.7) Add: Net (income) loss attributable to ZoomInfo OpCo before Reorganization Transactions — — — 5.1 Less: Excess of consideration paid over carrying amount to holders of Series A Preferred Units attributable to common shares — — — (11.0) Add: Net (income) loss attributable to noncontrolling interests 0.3 (6.2) 22.2 38.1 Net income (loss) attributable to ZoomInfo Technologies Inc. $ (40.6) $ 4.9 $ (28.1) $ (40.5) The following table sets forth the computation of basic and diluted net income per share of Class A and Class C common stock (in millions, except share amounts, and per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Class A Class C Class A Class C Basic net income (loss) per share attributable to common stockholders Numerator: Allocation of net income (loss) attributable to ZoomInfo Technologies Inc. $ (33.2) $ (7.4) $ (18.6) $ (9.5) Denominator: Weighted average number of shares of Class A and Class C common stock outstanding 215,012,710 48,273,078 139,840,047 71,058,293 Basic net income (loss) per share attributable to common stockholders $ (0.15) $ (0.15) $ (0.13) $ (0.13) Diluted net income (loss) per share attributable to common stockholders Numerator: Undistributed earnings for basic computation $ (33.2) $ (7.4) $ (18.6) $ (9.5) Increase in earnings attributable to common shareholders upon conversion of potentially dilutive instruments (0.1) — — — Reallocation of earnings as a result of conversion of potentially dilutive instruments — — — — Reallocation of undistributed earnings as a result of conversion of Class C to Class A shares (7.4) — (9.5) — Allocation of undistributed earnings $ (40.7) $ (7.4) $ (28.1) $ (9.5) Denominator: Number of shares used in basic computation 215,012,710 48,273,078 139,840,047 71,058,293 Add: weighted-average effect of dilutive securities exchangeable for Class A common stock: OpCo Units — — — — Class P Units — — — — HSKB I Class 1 Units — — — — HSKB II Class 1 Units 121,059 — — — HSKB II Phantom Units 592,801 — — — HoldCo Units — — — — Restricted Stock Units — — — — LTIP Units — — — — Exercise of Class A Common Stock Options — — — — Conversion of Class C to Class A common shares outstanding 48,273,078 — 71,058,293 — Weighted average shares of Class A and Class C common stock outstanding used to calculate diluted net income (loss) per share 263,999,648 48,273,078 210,898,340 71,058,293 Diluted net income (loss) per share attributable to common stockholders $ (0.15) $ (0.15) $ (0.13) $ (0.13) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Class A Class C Class A Class C Basic net income (loss) per share attributable to common stockholders Numerator: Allocation of net income (loss) attributable to ZoomInfo Technologies Inc. $ 1.9 $ 3.0 $ (15.5) $ (25.0) Denominator: Weighted average number of shares of Class A and Class C common stock outstanding 61,153,504 94,631,630 59,075,363 95,420,020 Basic net income (loss) per share attributable to common stockholders $ 0.03 $ 0.03 $ (0.26) $ (0.26) Diluted net income (loss) per share attributable to common stockholders Numerator: Undistributed earnings for basic computation $ 1.9 $ 3.0 $ (15.5) $ (25.0) Increase in earnings attributable to common shareholders upon conversion of potentially dilutive instruments 0.6 1.0 — — Reallocation of earnings as a result of conversion of potentially dilutive instruments 2.4 (2.4) — — Reallocation of undistributed earnings as a result of conversion of Class C to Class A shares 1.6 — (25.0) — Allocation of undistributed earnings $ 6.5 $ 1.6 $ (40.5) $ (25.0) Denominator: Number of shares used in basic computation 61,153,504 94,631,630 59,075,363 95,420,020 Add: weighted-average effect of dilutive securities exchangeable for Class A common stock: OpCo Units 213,965,530 — — — Class P Units 12,334,249 — — — HSKB I Class 1 Units 13,572,783 — — — HSKB II Class 1 Units — — — — HSKB II Phantom Units — — — — HoldCo Units 1,212,228 — — — Restricted Stock Awards — — — — Restricted Stock Units 202,703 — — — LTIP Units 22,817 — — — Exercise of Class A Common Stock Options 225,212 — — — Conversion of Class C to Class A common shares outstanding 94,631,630 — 95,420,020 — Weighted average shares of Class A and Class C common stock outstanding used to calculate diluted net income (loss) per share 397,320,656 94,631,630 154,495,383 95,420,020 Diluted net income (loss) per share attributable to common stockholders $ 0.02 $ 0.02 $ (0.26) $ (0.26) |
Potential Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share | The following weighted-average potentially dilutive securities were evaluated under the treasury stock method for potentially dilutive effects and have been excluded from diluted net loss per share in the periods presented due to their anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 OpCo Units 122,610,642 — 170,523,418 216,801,480 Class P Units 9,047,255 — 10,241,645 12,441,594 HSKB I Class 1 Units 4,801,519 — 6,653,534 13,371,074 HSKB II Class 1 Units — 1,957,685 301,339 1,891,249 HSKB II Phantom Units — 364,281 1,082,296 369,741 HoldCo Units 700,241 — 1,184,900 1,231,368 Restricted Stock Awards 582,263 — 194,088 — Restricted Stock Units 454,718 — 324,043 246,749 LTIP Units 101,666 — 41,181 24,706 Exercise of Class A Common Stock Options 308,593 — 294,179 256,256 Total anti-dilutive securities 138,606,897 2,321,966 190,840,623 246,634,217 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Additional Details Related to Leases Recorded on the Balance Sheet | The following are additional details related to leases recorded on our balance sheet as of September 30, 2021 and December 31, 2020: September 30, December 31, 2021 2020 (in millions) Assets Operating lease right-of-use assets, net Operating leases $ 62.1 $ 32.0 Liabilities Current portion of operating lease liabilities Operating leases $ 8.1 $ 6.0 Operating lease liabilities, net of current portion Operating leases $ 63.2 $ 33.6 |
Other Information Related to Leases | Other information related to leases was as follows: (in millions) Three Months Ended September 30, Nine Months Ended September 30, Supplemental Cash Flow Information 2021 2020 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 2.3 $ 1.5 $ 7.3 $ 5.3 Lease liabilities arising from obtaining right-of-use assets From acquisitions $ 0.2 $ — $ 0.2 $ — From new and existing lease agreements and modifications $ — $ — $ 37.5 $ 0.1 As of September 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) 9.7 5.0 Weighted average discount rate 4.4 % 4.2 % |
Undiscounted Future Minimum Lease Payments Under Non-Cancelable Leases | The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases to the total lease liabilities recognized on the condensed consolidated balance sheets as of September 30, 2021 (in millions): Year Ending December 31, Operating Leases 2021 (excluding nine months ended September 30, 2021) $ 2.6 2022 6.8 2023 12.2 2024 17.5 2025 10.4 Thereafter 40.4 Total future minimum lease payments 89.9 Less effects of discounting 18.6 Total lease liabilities $ 71.3 Reported as of September 30, 2021 Current portion of operating lease liabilities $ 8.1 Operating lease liabilities, net of current portion 63.2 Total lease liabilities $ 71.3 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | Restricted Stock Unit (“RSU”) activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Unvested at beginning of period 985,398 $ 28.84 — Granted 2,719,862 $ 57.09 829,348 Vested (291,536) $ 31.34 (20,625) Forfeited (199,968) $ 42.55 (9,116) Unvested at end of period 3,213,756 $ 52.92 799,607 |
Schedule of Unvested Options Activity | Outstanding options activity was as follows during the period indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Options Weighted Average Exercise Price Options Unvested at beginning of period 552,440 $ 21.00 — Effect of Reorganization Transactions and IPO — $ — 576,708 Vested (286,107) $ 21.00 — Forfeited (20,191) $ 21.00 (10,120) Unvested at end of period 246,142 $ 21.00 566,588 Options have a maximum contractual term of ten years. The aggregate intrinsic value and weighted average remaining contractual terms of Options outstanding and Options exercisable were as follows as of September 30, 2021. September 30, 2021 Aggregate intrinsic value (in millions) Unit Options outstanding $ 18.8 Unit Options exercisable $ 8.9 Weighted average remaining contractual life (in years) Unit Options outstanding 8.7 years Unit Options exercisable 8.7 years |
Schedule of Unit Activities | Unvested HoldCo Unit activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 HoldCo Units Weighted Average Grant Date Fair Value HoldCo Units Unvested at beginning of period 1,214,105 $ 9.13 — Effect of Reorganization Transactions and IPO — $ — 1,332,239 Exchanged for Restricted Stock (872,371) $ 9.36 — Vested (298,177) $ 8.51 (68,587) Forfeited (43,557) $ 9.01 (12,773) Unvested at end of period — $ — 1,250,879 Restricted Stock activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Restricted stock Weighted Average Grant Date Fair Value Restricted stock Unvested at beginning of period — $ — — Exchanged HoldCo Units 872,371 $ 9.36 — Exchanged Class P Units 947,515 $ 5.39 — Granted — $ — — Vested (385,120) $ 8.68 — Forfeited (926) $ 9.43 — Unvested at end of period 1,433,840 $ 6.92 — OpCo Unit activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 OpCo Units Weighted Average Grant Date Fair Value OpCo Units Unvested at beginning of period — $ — 228,819 Effect of Reorganization Transactions and IPO — $ — (6,909) Vested — $ — (162,218) Forfeited — $ — (59,692) Unvested at end of period — $ — — Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Class P Units Weighted Average Participation Threshold Class P Units Unvested at beginning of period 8,796,642 $ 6.59 16,893,603 Effect of Reorganization Transactions and IPO — $ — (1,950,930) Exchanged for Restricted Stock (1,133,142) 10.75 — Granted — $ — 642,500 Vested (4,506,931) $ 5.97 (5,078,777) Forfeited (94,621) $ 6.56 (430,965) Unvested at end of period 3,061,948 $ 7.08 10,075,431 LTIP Unit activity was as follows during the periods indicated: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 LTIP Units Weighted Average Participation Threshold LTIP Units Unvested at beginning of period 47,620 $ 21.00 — Granted 247,045 $ 52.42 47,620 Unvested at end of period 294,665 $ 47.34 47,620 |
Schedule of Valuation Assumptions | The fair value of these Class P Units was determined using the Black-Scholes option pricing model. We estimated the future stock price volatility based on the volatility of a set of publicly traded comparable companies with a look back period consistent with the expected life. The estimated life for the units was based on the expected holding period of private equity owners. The risk-free rate is based on the rate for a U.S. government security with the same estimated life at the time of grant. There were no grants of Class P Units during the nine months ended September 30, 2021. |
Equity-Based Compensation Expense | Compensation expense incurred from all the equity-based incentive awards described above was the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of service and Operating expenses include equity-based compensation expenses as follows: Cost of service $ 2.8 $ 6.8 $ 9.5 $ 23.8 Sales and marketing 9.5 15.2 25.1 53.6 Research and development 7.4 1.8 13.2 11.9 General and administrative 4.8 4.6 11.9 14.9 Total equity-based compensation expense $ 24.5 $ 28.4 $ 59.7 $ 104.2 |
Summary of Unamortized Equity-Based Compensation Costs | As of September 30, 2021, unamortized equity-based compensation costs related to each equity-based incentive award described above is the following (in millions): Amount Weighted Average Remaining Service Period (years) Restricted Stock Units $ 157.9 3.3 Class A Common Stock Options 0.7 1.8 Restricted Stock 8.3 1.9 Class P Units 11.3 1.5 LTIP Units 10.9 2.3 HSKB Incentive Units 26.1 0.9 HSKB Phantom Units 8.3 3.1 Total unamortized equity-based compensation cost $ 223.5 2.8 |
Organization and Background (De
Organization and Background (Details) $ / shares in Units, $ in Millions | Jun. 08, 2020USD ($)agreement$ / sharesshares | Sep. 30, 2021USD ($)office | Sep. 30, 2020USD ($) |
Disaggregation of Revenue [Line Items] | |||
Merger consideration payable | $ 9.4 | $ 24.7 | |
Conversion ratio | 0 | ||
Number of tax receivable agreements | agreement | 2 | ||
Blocker Mergers | |||
Disaggregation of Revenue [Line Items] | |||
Merger consideration payable | $ 5.5 | ||
HoldCo | |||
Disaggregation of Revenue [Line Items] | |||
Number of shares repurchased | shares | 48,528,783 | ||
Repurchase of shares, value | $ 966.9 | ||
OpCo | |||
Disaggregation of Revenue [Line Items] | |||
Number of shares repurchased | shares | 2,370,948 | ||
Repurchase of shares, value | $ 47.2 | ||
IPO | Class A common stock | |||
Disaggregation of Revenue [Line Items] | |||
Number of shares sold | shares | 51,175,000 | ||
Public offering price (in dollars per share) | $ / shares | $ 21 | ||
Net proceeds | $ 1,019.6 | ||
U.S. | |||
Disaggregation of Revenue [Line Items] | |||
Number of offices | office | 11 | ||
Israel | |||
Disaggregation of Revenue [Line Items] | |||
Number of offices | office | 2 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | Jun. 08, 2020agreement | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Accounting Policies [Line Items] | ||||||
Commissions payable | $ 24,600,000 | $ 24,600,000 | $ 25,600,000 | |||
Advertising expenses | 7,100,000 | $ 3,400,000 | $ 15,700,000 | $ 8,900,000 | ||
Number of reporting units (segment) | segment | 1 | |||||
Impairment of goodwill | 0 | $ 0 | $ 0 | $ 0 | ||
Number of tax receivable agreements | agreement | 2 | |||||
Payment provided as percent of net cash savings | 85.00% | |||||
Benefit retained as percent of net cash savings | 15.00% | |||||
Award vesting period | 4 years | |||||
Accrued expenses and other current liabilities | ||||||
Accounting Policies [Line Items] | ||||||
Commissions payable, current | 22,500,000 | $ 22,500,000 | 23,300,000 | |||
Other long-term liabilities | ||||||
Accounting Policies [Line Items] | ||||||
Commissions payable, non-current | $ 2,100,000 | $ 2,100,000 | $ 2,300,000 | |||
Internal use developed software | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period | 4 years | |||||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Subscription contract, term | 1 year | |||||
Estimated useful life | 3 years | |||||
Amortization period | 1 year | |||||
Amortization period | 2 years | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Subscription contract, term | 3 years | |||||
Estimated useful life | 10 years | |||||
Amortization period | 3 years | |||||
Amortization period | 15 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Revenue Disaggregated by Service Offering (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 197.6 | $ 123.4 | $ 524.9 | $ 336.5 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 195.4 | 122.4 | 518.6 | 333.3 |
Usage-based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2.2 | $ 1 | $ 6.3 | $ 3.2 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue recognized that was previously included in unearned revenue | $ 37.8 | $ 26 | $ 205.5 | $ 142.8 | |
Contract assets recorded within Prepaid expenses and other current assets | 2 | 2 | $ 2.4 | ||
Unearned revenue | $ 287.9 | $ 287.9 | $ 222.7 | ||
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Outside the United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk (as a percent) | 11.00% | 9.00% | 11.00% | 9.00% |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, amount | $ 712.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, period | 1 year |
Remaining performance obligations, amount | $ 552.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, period | 13 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, period | 36 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, period | |
Remaining performance obligations, amount | $ 160 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Millions | Sep. 08, 2021 | Jul. 12, 2021 | Jun. 07, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||||||
Expected tax refund | $ 33.9 | $ 33.9 | $ 0 | ||||
Insent | |||||||
Business Acquisition [Line Items] | |||||||
Value of consideration transferred | $ 34 | ||||||
Cash | 32.9 | ||||||
Purchase consideration liabilities | 1.1 | ||||||
Adjustment to working capital | 0.1 | ||||||
Incentive compensation | $ 2 | ||||||
Insent | Restricted Stock Units | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 36,118 | ||||||
Equity interests issued and issuable | $ 2.4 | ||||||
Chorus.ai | |||||||
Business Acquisition [Line Items] | |||||||
Value of consideration transferred | $ 547.5 | ||||||
Incentive compensation | 6 | ||||||
Expected tax refund | 33.9 | 33.9 | |||||
Certain unvested options issued | $ 31.8 | ||||||
Chorus.ai | Restricted Stock Units | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 572,921 | ||||||
Equity interests issued and issuable | $ 30.3 | ||||||
RingLead | |||||||
Business Acquisition [Line Items] | |||||||
Value of consideration transferred | $ 118.4 | ||||||
Cash | 117.3 | ||||||
Purchase consideration liabilities | 1.1 | ||||||
Incentive compensation | $ 3.7 | ||||||
RingLead | Restricted Stock Units | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 42,854 | ||||||
Equity interests issued and issuable | $ 2.8 | ||||||
2021 Business Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Value of consideration transferred | 699.9 | ||||||
Purchase consideration liabilities | 2.2 | ||||||
Revenue from acquired companies | $ 3.9 | $ 4 | |||||
2020 Business Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Value of consideration transferred | $ 72 | ||||||
Purchase consideration liabilities | 7.2 | ||||||
Equity interests issued and issuable | 2.9 | ||||||
Incentive compensation | 4.8 | ||||||
Payments for previous acquisition | 0.3 | ||||||
Adjustment to unearned revenue | 0.2 | ||||||
Adjustment to goodwill | $ 0.1 | ||||||
2020 Business Acquisitions | Restricted Stock Units | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued (in shares) | 49,932 | ||||||
Equity interests issued and issuable | $ 2.1 |
Business Combinations - Acquisi
Business Combinations - Acquisition Date Fair Value of Consideration Transferred (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
2021 Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash | $ 697.7 | |
Purchase consideration liabilities | 2.2 | |
Total purchase consideration | $ 699.9 | |
2020 Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash | $ 61.9 | |
Purchase consideration liabilities | 7.2 | |
Issuance of 67,075 Class A shares | 2.9 | |
Total purchase consideration | $ 72 | |
2020 Business Acquisitions | Class A common stock | ||
Business Acquisition [Line Items] | ||
Number of shares issued (in shares) | 67,075 |
Business Combinations - Fair Va
Business Combinations - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,575.4 | $ 1,000.1 | [1] | |
Cash paid for acquisitions | 717.5 | $ 0 | ||
2020 Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 2.9 | |||
Accounts receivable | 3 | |||
Prepaid expenses and other assets | 1.1 | |||
Intangible assets | 37 | |||
Accounts payable and other | (2.2) | |||
Unearned revenue | (3.2) | |||
Total identifiable net assets acquired | 38.6 | |||
Goodwill | 33.4 | |||
Total consideration | 72 | |||
Issuance of 67,075 Class A shares | (2.9) | |||
Cash acquired | (2.9) | |||
Cash paid for acquisitions | $ 66.2 | |||
2020 Business Acquisitions | Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued (in shares) | 67,075 | |||
2021 Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 13.9 | |||
Accounts receivable | 4.3 | |||
Prepaid expenses and other assets | 2.8 | |||
Intangible assets | 120.7 | |||
Accounts payable and other | (4.1) | |||
Unearned revenue | (10.2) | |||
Deferred tax liabilities | (2.7) | |||
Total identifiable net assets acquired | 124.7 | |||
Total consideration | 699.9 | |||
Cash refund from Chorus.ai acquisition | 33.9 | |||
Deferred consideration | (2.2) | |||
Accruals from adjustments to working capital balances | (0.5) | |||
Cash paid for 2020 acquisitions in 2021 (see "2020 Acquisitions") | 0.3 | |||
Cash acquired | (13.9) | |||
Cash paid for acquisitions | $ 717.5 | |||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Business Combinations - Compone
Business Combinations - Components of Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
2021 Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 120.7 | |
2021 Business Acquisitions | Technology Equipment | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 107.5 | |
Weighted Average Useful Life | 6 years 1 month 6 days | |
2021 Business Acquisitions | Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 12.1 | |
Weighted Average Useful Life | 7 years 8 months 12 days | |
2021 Business Acquisitions | Brand portfolio | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1.1 | |
Weighted Average Useful Life | 2 years | |
2020 Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 37 | |
2020 Business Acquisitions | Technology Equipment | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 29.6 | |
Weighted Average Useful Life | 7 years | |
2020 Business Acquisitions | Database Rights | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 2 | |
Weighted Average Useful Life | 4 years | |
2020 Business Acquisitions | Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 3.4 | |
Weighted Average Useful Life | 9 years 3 months 18 days | |
2020 Business Acquisitions | Brand portfolio | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 2 | |
Weighted Average Useful Life | 6 years 6 months |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 201.7 | $ 127.1 | $ 541.6 | $ 346.1 |
Net income (loss) | $ (41) | $ 3.4 | $ (67.6) | $ (98.9) |
Cash, Cash Equivalents, and S_3
Cash, Cash Equivalents, and Short-term Investments - Components (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash | $ 183.2 | $ 100.4 | ||
Cash equivalents | ||||
Total cash equivalents | 13.6 | 169.4 | ||
Cash and cash equivalents | 196.8 | 269.8 | [1] | $ 304.9 |
Short-term investments | 36.5 | 30.6 | [1] | |
Total cash, cash equivalents, and short-term investments | 233.3 | 300.4 | ||
Corporate debt securities | ||||
Cash equivalents | ||||
Total cash equivalents | 0 | 72 | ||
Short-term investments | 31.9 | 24 | ||
Money market mutual funds | ||||
Cash equivalents | ||||
Total cash equivalents | 13.6 | 91 | ||
Securities guaranteed by U.S. government | ||||
Cash equivalents | ||||
Total cash equivalents | 6.4 | |||
Short-term investments | 1.6 | $ 6.6 | ||
Other governmental securities | ||||
Cash equivalents | ||||
Short-term investments | $ 3 | |||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Cash, Cash Equivalents, and S_4
Cash, Cash Equivalents, and Short-term Investments - Cost and Estimated Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Amortized Cost | $ 36.5 | $ 30.6 |
Estimated Fair Value | $ 36.5 | $ 30.6 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 65 | $ 65 | $ 50.7 | |||
Less: accumulated depreciation | (26.3) | (26.3) | (19.7) | |||
Property and equipment, net | 38.7 | 38.7 | 31 | [1] | ||
Impairment charges | 2.7 | $ 0 | ||||
Depreciation expense | 2.9 | $ 2.4 | 10.4 | $ 6.4 | ||
Waltham office relocation | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charges | 2.7 | |||||
Computer equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 11 | 11 | 7.4 | |||
Furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 3.5 | 3.5 | 5.4 | |||
Furniture and fixtures | Waltham office relocation | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Accelerated depreciation | 2.1 | |||||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 8.6 | 8.6 | 7 | |||
Leasehold improvements | Waltham office relocation | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charges | 1.2 | |||||
Internal use developed software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 37.1 | 37.1 | 28 | |||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 4.8 | 4.8 | $ 2.9 | |||
Operating lease, right-of-use asset | Waltham office relocation | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charges | $ 1.5 | |||||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 594,900,000 | $ 594,900,000 | |||
Accumulated Amortization | (180,600,000) | (180,600,000) | |||
Net | 414,300,000 | 414,300,000 | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill | 1,575,400,000 | 1,575,400,000 | |||
Amortization expense | 16,100,000 | $ 10,100,000 | 39,200,000 | $ 30,600,000 | |
Goodwill [Roll Forward] | |||||
Beginning balance | [1] | 1,000,100,000 | |||
Adjustment from 2020 acquisition | 100,000 | ||||
Goodwill from 2021 acquisitions | 575,200,000 | ||||
Ending balance | 1,575,400,000 | 1,575,400,000 | |||
Impairment of goodwill | 0 | $ 0 | 0 | $ 0 | |
Pre-Acquisition ZI brand portfolio | |||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | 33,000,000 | 33,000,000 | |||
Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 284,200,000 | 284,200,000 | |||
Accumulated Amortization | (66,800,000) | (66,800,000) | |||
Net | 217,400,000 | $ 217,400,000 | |||
Weighted Average Amortization Period | 14 years 6 months | ||||
Acquired technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 303,000,000 | $ 303,000,000 | |||
Accumulated Amortization | (110,000,000) | (110,000,000) | |||
Net | 193,000,000 | $ 193,000,000 | |||
Weighted Average Amortization Period | 6 years 3 months 18 days | ||||
Brand portfolio | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 7,700,000 | $ 7,700,000 | |||
Accumulated Amortization | (3,800,000) | (3,800,000) | |||
Net | $ 3,900,000 | $ 3,900,000 | |||
Weighted Average Amortization Period | 6 years 6 months | ||||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Financing Arrangements - Carryi
Financing Arrangements - Carrying Values of Borrowings (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||
Feb. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | ||||
Total Carrying Value of Debt | $ 1,232.2 | $ 744.9 | ||
Less current portion | 0 | 0 | ||
Total Long Term Debt | $ 1,232.2 | 744.9 | [1] | |
First Lien Revolver | ||||
Debt Instrument [Line Items] | ||||
Elected Interest Rate | 2.00% | |||
Total Carrying Value of Debt | $ 0 | 0 | ||
Term Loan | First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total Carrying Value of Debt | $ 593.7 | 744.9 | ||
Term Loan | First Lien Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Elected Interest Rate | 3.75% | 3.00% | ||
Senior Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.875% | |||
Total Carrying Value of Debt | $ 638.5 | $ 0 | ||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Financing Arrangements - Senior
Financing Arrangements - Senior Notes (Details) - Senior Notes - 3.875% Senior Notes due 2029 - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 28, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | |
Debt Instrument [Line Items] | |||
Face amount of debt | $ 350,000,000 | $ 300,000,000 | |
Interest rate | 3.875% | ||
Prior to February 1, 2024 | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 103.875% | ||
Prior to February 1, 2024 | Maximum | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount that may be redeemed | 40.00% | ||
Beginning on February 1, 2024 | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 101.938% | ||
Principal amount redeemed on February 1, 2025 | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100.969% | ||
Principal amount redeemed on February 1, 2026 | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100.00% |
Financing Arrangements - First
Financing Arrangements - First Lien (Details) - USD ($) | Feb. 02, 2021 | Feb. 19, 2020 | Jul. 31, 2021 | Feb. 28, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||||||||||
Loss on debt modification and extinguishment | $ 1,800,000 | $ 0 | $ 7,700,000 | $ 14,900,000 | |||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extinguishment of debt | $ 225,000,000 | $ 35,000,000 | |||||||||
Aggregate principal amount outstanding | $ 225,000,000 | $ 35,000,000 | |||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Effective interest rate | 4.44% | 3.70% | |||||||||
Draws on revolving credit loan which trigger springing financial covenant (more than) | 87,500,000 | $ 87,500,000 | |||||||||
First Lien Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extinguishment of debt | $ 356,400,000 | ||||||||||
Maximum borrowing capacity | $ 250,000,000 | ||||||||||
Term Loan | First Lien Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extinguishment of debt | 356,400,000 | ||||||||||
Aggregate principal amount outstanding | $ 400,000,000 | $ 600,000,000 | $ 600,000,000 | ||||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 200,000,000 | ||||||||||
Effective interest rate | 3.39% | 3.39% | 4.30% | ||||||||
Net leverage ratio (not to exceed) | 5 | 5 | |||||||||
Term Loan | First Lien Term Loan | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.75% | 3.00% | |||||||||
Term Loan | First Lien Term Loan | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Term Loan | First Lien Term Loan | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Term Loan | First Lien Term Loan | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Term Loan | First Lien Term Loan | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
Term Loan | First Lien Term Loan | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.25% |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) - USD ($) | Feb. 02, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Jul. 31, 2021 |
Interest rate cap contract | Cash Flow Hedging | Not Designated as Hedging Instrument | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 100,000,000 | $ 400,000,000 | $ 100,000,000 | |
Forward-starting interest rate swap contracts - April 2022 | Cash Flow Hedging | Not Designated as Hedging Instrument | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | 100,000,000 | |||
First Lien Term Loan | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Changes in fair value included in AOCI expected to be reclassified over the next 12 months | $ 4,100,000 | |||
First Lien Term Loan | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Extinguishment of debt | $ 356,400,000 | |||
First Lien Term Loan | Term Loan | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Extinguishment of debt | $ 356,400,000 | |||
Line of Credit Facility, Additional Borrowing Capacity | $ 200,000,000 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Outstanding Interest Rate Derivatives Designated as Cash Flow Hedges of Interest Rate Risk (Details) - Designated as Hedging Instrument - Cash Flow Hedging $ in Millions | Sep. 30, 2021USD ($)instrument |
Interest rate cap contract | |
Derivatives, Fair Value [Line Items] | |
Number of Instruments | instrument | 1 |
Notional Aggregate Principal Amount | $ | $ 100 |
Interest Cap (as a percent) | 3.50% |
Interest rate swap contracts | |
Derivatives, Fair Value [Line Items] | |
Number of Instruments | instrument | 2 |
Notional Aggregate Principal Amount | $ | $ 350 |
Swap Rate (as a percent) | 2.301% |
Forward-starting interest rate swap contracts - April 2022 | |
Derivatives, Fair Value [Line Items] | |
Number of Instruments | instrument | 2 |
Notional Aggregate Principal Amount | $ | $ 500 |
Swap Rate (as a percent) | 0.37% |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Fair Value and Presentation in the Consolidated Balance Sheets for Derivatives (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 11.2 | $ 1 |
Derivative Liabilities | 5.5 | 10.3 |
Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 11.2 | 1 |
Derivative Liabilities | 5 | 9.9 |
Designated as Hedging Instrument | Accrued expenses and other current liabilities | Interest rate cap contract | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | 0.1 | 0.2 |
Designated as Hedging Instrument | Accrued expenses and other current liabilities | Interest rate swap contracts | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | 4.4 | 7.3 |
Designated as Hedging Instrument | Accrued expenses and other current liabilities | Forward-starting interest rate swap contracts - April 2022 | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | 0.5 | 0 |
Designated as Hedging Instrument | Other long-term liabilities | Interest rate cap contract | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | 0 | 0.2 |
Designated as Hedging Instrument | Other long-term liabilities | Interest rate swap contracts | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | 0 | 2.2 |
Designated as Hedging Instrument | Deferred costs and other assets, net of current portion | Forward-starting interest rate swap contracts - April 2022 | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 11.2 | 1 |
Derivative Liabilities | 0 | 0 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | 0.5 | 0.4 |
Not Designated as Hedging Instrument | Accrued expenses and other current liabilities | Interest rate cap contract | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | 0.3 | 0.2 |
Not Designated as Hedging Instrument | Other long-term liabilities | Interest rate cap contract | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | $ 0.2 | $ 0.2 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | $ 13.6 | $ 169.4 | |
Short-term investments | 36.5 | 30.6 | [1] |
Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 72 | |
Short-term investments | 31.9 | 24 | |
Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 13.6 | 91 | |
Securities guaranteed by U.S. government | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 6.4 | ||
Short-term investments | 1.6 | 6.6 | |
Other governmental securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 3 | ||
Measured on a recurring basis | Level 1 | Interest rate cap contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | 0 | |
Measured on a recurring basis | Level 1 | Interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | 0 | |
Measured on a recurring basis | Level 1 | Forward-starting interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | ||
Measured on a recurring basis | Level 1 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Short-term investments | 0 | 0 | |
Measured on a recurring basis | Level 1 | Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 13.6 | 91 | |
Measured on a recurring basis | Level 1 | Securities guaranteed by U.S. government | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Short-term investments | 0 | 0 | |
Measured on a recurring basis | Level 1 | Other governmental securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 0 | ||
Measured on a recurring basis | Level 1 | Forward-starting interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred costs and other assets, net of current portion | 0 | 0 | |
Measured on a recurring basis | Level 2 | Interest rate cap contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (0.6) | (0.8) | |
Measured on a recurring basis | Level 2 | Interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (4.4) | (9.5) | |
Measured on a recurring basis | Level 2 | Forward-starting interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (0.5) | ||
Measured on a recurring basis | Level 2 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 72 | |
Short-term investments | 31.9 | 24 | |
Measured on a recurring basis | Level 2 | Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Measured on a recurring basis | Level 2 | Securities guaranteed by U.S. government | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 6.4 | |
Short-term investments | 1.6 | 6.6 | |
Measured on a recurring basis | Level 2 | Other governmental securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 3 | ||
Measured on a recurring basis | Level 2 | Forward-starting interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred costs and other assets, net of current portion | 11.2 | 1 | |
Measured on a recurring basis | Level 3 | Interest rate cap contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | 0 | |
Measured on a recurring basis | Level 3 | Interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | 0 | |
Measured on a recurring basis | Level 3 | Forward-starting interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | ||
Measured on a recurring basis | Level 3 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Short-term investments | 0 | 0 | |
Measured on a recurring basis | Level 3 | Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Measured on a recurring basis | Level 3 | Securities guaranteed by U.S. government | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | 0 | |
Short-term investments | 0 | 0 | |
Measured on a recurring basis | Level 3 | Other governmental securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-term investments | 0 | ||
Measured on a recurring basis | Level 3 | Forward-starting interest rate swap contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred costs and other assets, net of current portion | 0 | $ 0 | |
Measured on a non-recurring basis | Level 1 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impaired lease-related assets | 0 | ||
Measured on a non-recurring basis | Level 2 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impaired lease-related assets | 0 | ||
Measured on a non-recurring basis | Level 3 | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impaired lease-related assets | $ 14.2 | ||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Liability for taxes owed and related penalties and interest | $ 1.4 | $ 3.1 |
Non-cancelable purchase obligations with a term of 12 months or longer | $ 12.3 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Noncontrolling Interest [Line Items] | ||
Cash distributions | $ 19.9 | $ 9.9 |
ZoomInfo HoldCo | OpCo Units | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest (as a percent) | 94.00% |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net income (loss) | $ (40.9) | $ 24.5 | $ (33.9) | $ 11.1 | $ (5.9) | $ (50.3) | $ (72.7) | |
Net income (loss) prior to Reorganization Transactions | 0 | 0 | $ (0.8) | 0 | 5.1 | |||
Less: Excess of consideration paid over carrying amount to holders of Series A Preferred Units attributable to common shares | 0 | 0 | 0 | (11) | ||||
Add: Net (income) loss attributable to noncontrolling interests | 0.3 | (6.2) | 22.2 | 38.1 | ||||
Net income (loss) attributable to ZoomInfo Technologies Inc. | $ (40.6) | $ 4.9 | $ (28.1) | $ (40.5) | ||||
Basic net income (loss) per share attributable to common stockholders | ||||||||
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.15) | $ 0.03 | $ (0.13) | $ (0.26) | ||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.15) | $ 0.02 | $ (0.13) | $ (0.26) | ||||
Class A | ||||||||
Basic net income (loss) per share attributable to common stockholders | ||||||||
Allocation of net income (loss) attributable to ZoomInfo Technologies Inc. | $ (33.2) | $ 1.9 | $ (18.6) | $ (15.5) | ||||
Weighted average number of shares of Class A and Class C common stock outstanding (in shares) | 215,012,710 | 61,153,504 | 139,840,047 | 59,075,363 | ||||
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.15) | $ 0.03 | $ (0.13) | $ (0.26) | ||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Undistributed earnings for basic computation | $ (33.2) | $ 1.9 | $ (18.6) | $ (15.5) | ||||
Increase in earnings attributable to common shareholders upon conversion of potentially dilutive instruments | (0.1) | 0.6 | 0 | 0 | ||||
Reallocation of earnings as a result of conversion of potentially dilutive instruments | 0 | 2.4 | 0 | 0 | ||||
Reallocation of undistributed earnings as a result of conversion of Class C to Class A shares | (7.4) | 1.6 | (9.5) | (25) | ||||
Allocation of undistributed earnings | $ (40.7) | $ 6.5 | $ (28.1) | $ (40.5) | ||||
Number of shares used in basic computation | 215,012,710 | 61,153,504 | 139,840,047 | 59,075,363 | ||||
Conversion of Class C to Class A common shares outstanding (in shares) | 48,273,078 | 94,631,630 | 71,058,293 | 95,420,020 | ||||
Weighted average shares of Class A and Class C common stock outstanding used to calculate diluted net income (loss) per share (in shares) | 263,999,648 | 397,320,656 | 210,898,340 | 154,495,383 | ||||
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.15) | $ 0.02 | $ (0.13) | $ (0.26) | ||||
Class A | OpCo Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 213,965,530 | 0 | 0 | ||||
Class A | Class P Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 12,334,249 | 0 | 0 | ||||
Class A | HSKB I Class 1 Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 13,572,783 | 0 | 0 | ||||
Class A | HSKB II Class 1 Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 121,059 | 0 | 0 | 0 | ||||
Class A | HSKB II Phantom Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 592,801 | 0 | 0 | 0 | ||||
Class A | HoldCo Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 1,212,228 | 0 | 0 | ||||
Class A | Restricted Stock Awards | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 0 | ||||||
Class A | Restricted Stock Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 202,703 | 0 | 0 | ||||
Class A | LTIP Units | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 22,817 | 0 | 0 | ||||
Class A | Exercise of Class A Common Stock Options | ||||||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Units exchangeable for Class A common stock (in shares) | 0 | 225,212 | 0 | 0 | ||||
Class C | ||||||||
Basic net income (loss) per share attributable to common stockholders | ||||||||
Allocation of net income (loss) attributable to ZoomInfo Technologies Inc. | $ (7.4) | $ 3 | $ (9.5) | $ (25) | ||||
Weighted average number of shares of Class A and Class C common stock outstanding (in shares) | 48,273,078 | 94,631,630 | 71,058,293 | 95,420,020 | ||||
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.15) | $ 0.03 | $ (0.13) | $ (0.26) | ||||
Diluted net income (loss) per share attributable to common stockholders | ||||||||
Undistributed earnings for basic computation | $ (7.4) | $ 3 | $ (9.5) | $ (25) | ||||
Increase in earnings attributable to common shareholders upon conversion of potentially dilutive instruments | 0 | 1 | 0 | 0 | ||||
Reallocation of earnings as a result of conversion of potentially dilutive instruments | 0 | (2.4) | 0 | 0 | ||||
Allocation of undistributed earnings | $ (7.4) | $ 1.6 | $ (9.5) | $ (25) | ||||
Number of shares used in basic computation | 48,273,078 | 94,631,630 | 71,058,293 | 95,420,020 | ||||
Weighted average shares of Class A and Class C common stock outstanding used to calculate diluted net income (loss) per share (in shares) | 48,273,078 | 94,631,630 | 71,058,293 | 95,420,020 | ||||
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.15) | $ 0.02 | $ (0.13) | $ (0.26) |
Earnings Per Share - Potential
Earnings Per Share - Potential Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 138,606,897 | 2,321,966 | 190,840,623 | 246,634,217 |
OpCo Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 122,610,642 | 0 | 170,523,418 | 216,801,480 |
Class P Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 9,047,255 | 0 | 10,241,645 | 12,441,594 |
HSKB I Class 1 Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 4,801,519 | 0 | 6,653,534 | 13,371,074 |
HSKB II Class 1 Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 0 | 1,957,685 | 301,339 | 1,891,249 |
HSKB II Phantom Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 0 | 364,281 | 1,082,296 | 369,741 |
HoldCo Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 700,241 | 0 | 1,184,900 | 1,231,368 |
Restricted Stock Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 582,263 | 0 | 194,088 | 0 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 454,718 | 0 | 324,043 | 246,749 |
LTIP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 101,666 | 0 | 41,181 | 24,706 |
Exercise of Class A Common Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 308,593 | 0 | 294,179 | 256,256 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021USD ($)extension_option | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)extension_option | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | [1] | |
Leases [Abstract] | ||||||||
Sublease, remaining lease term (less than) | 1 year | |||||||
Rent expense | $ 2.9 | $ 1.8 | $ 8.1 | $ 5.5 | ||||
Incentive from lessor | $ 11.3 | |||||||
Operating lease, lease not yet commenced, undiscounted amount | 59.5 | 59.5 | ||||||
Lessee, Lease, Description [Line Items] | ||||||||
Impairment charges | 2.7 | $ 0 | ||||||
Operating lease right-of-use assets, net | 62.1 | 62.1 | $ 32 | |||||
Total lease liabilities | 71.3 | 71.3 | ||||||
Undiscounted lease payment | 89.9 | $ 89.9 | ||||||
Washington | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Amount for tenant improvements | $ 42.1 | |||||||
Options for extension | extension_option | 2 | 2 | ||||||
Extension period | 5 years | |||||||
Undiscounted lease payment | $ 291.7 | $ 291.7 | ||||||
Upon Commencement | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease right-of-use assets, net | $ 35.2 | |||||||
Total lease liabilities | $ 35.2 | |||||||
Waltham office relocation | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Impairment charges | 2.7 | |||||||
Operating lease, right-of-use asset | Waltham office relocation | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Impairment charges | $ 1.5 | |||||||
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Leases - Additional Details Rel
Leases - Additional Details Related to Leases Recorded on the Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
Assets | |||
Operating lease right-of-use assets, net | $ 62.1 | $ 32 | |
Liabilities | |||
Current portion of operating lease liabilities | 8.1 | 6 | |
Operating lease liabilities, net of current portion | $ 63.2 | $ 33.6 | |
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2.3 | $ 1.5 | $ 7.3 | $ 5.3 | |
Business Acquisition [Line Items] | |||||
From new and existing lease agreements and modifications | $ 0 | 0 | $ 37.5 | 0.1 | |
Weighted average remaining lease term | 9 years 8 months 12 days | 9 years 8 months 12 days | 5 years | ||
Weighted average discount rate | 4.40% | 4.40% | 4.20% | ||
From acquisitions | |||||
Business Acquisition [Line Items] | |||||
Lease liabilities arising from obtaining right-of-use assets | $ 0.2 | $ 0 | $ 0.2 | $ 0 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Under Non-Cancelable Leases (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
Leases [Abstract] | |||
2021 (excluding nine months ended September 30, 2021) | $ 2.6 | ||
2022 | 6.8 | ||
2023 | 12.2 | ||
2024 | 17.5 | ||
2025 | 10.4 | ||
Thereafter | 40.4 | ||
Total future minimum lease payments | 89.9 | ||
Less effects of discounting | 18.6 | ||
Total lease liabilities | 71.3 | ||
Current portion of operating lease liabilities | 8.1 | $ 6 | |
Operating lease liabilities, net of current portion | $ 63.2 | $ 33.6 | |
[1] | The Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Dec. 31, 2020 | Jun. 08, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)grantee | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020 | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2018USD ($) | Sep. 30, 2021USD ($) | May 27, 2020shares | Nov. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Equity award conversion, incremental grant date fair value | $ | $ 4 | ||||||||||||
Award vesting period | 4 years | ||||||||||||
Cash distributions | $ | $ 19.9 | $ 9.9 | |||||||||||
Additional expense recognized attributable to service period already elapsed | $ | $ 24.5 | $ 28.4 | $ 59.7 | $ 104.2 | |||||||||
Class A common stock | IPO | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Public offering price (in dollars per share) | $ / shares | $ 21 | ||||||||||||
2020 Omnibus Incentive Plan | Class A common stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of Units authorized (in shares) | 18,650,000 | ||||||||||||
Increase to authorized plan shares based on stock outstanding, percentage | 5.00% | ||||||||||||
Pre-IPO Awards | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 4 years | ||||||||||||
Pre-IPO Awards | Tranche one | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 2 years | ||||||||||||
Award vesting percentage | 50.00% | ||||||||||||
Post-IPO Awards | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 4 years | ||||||||||||
Post-IPO Awards | Tranche one | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting percentage | 25.00% | ||||||||||||
Post-IPO Awards | Quarterly vesting | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting percentage | 6.25% | ||||||||||||
Exercise of Class A Common Stock Options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued in conversion (in shares) | 576,708 | ||||||||||||
Exercise of Class A Common Stock Options | Class A common stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued in conversion (in shares) | 0 | 576,708 | |||||||||||
HoldCo Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued in conversion (in shares) | 1,325,330 | 0 | 1,332,239 | ||||||||||
Exchanged for Restricted Stock (in shares) | 872,371 | 0 | |||||||||||
Class P Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares converted (in shares) | 1,950,930 | 0 | 1,950,930 | ||||||||||
Granted (in shares) | 0 | 642,500 | |||||||||||
Exchanged for Restricted Stock (in shares) | 1,133,142 | 0 | |||||||||||
Class 1 Unit | Class A common stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Economic equivalent of Unit (in shares) | 1 | ||||||||||||
HSKB Incentive Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Performance vesting condition (more than) (as a percent) | 90.00% | ||||||||||||
Number of grantees affected | grantee | 142 | ||||||||||||
Increase in unrecognized equity-based compensation cost | $ | $ 88.4 | ||||||||||||
Cash distributions | $ | $ 9 | $ 21.8 | |||||||||||
Amount allocated to be paid if holder of grant remains employed | $ | $ 5.3 | $ 2.9 | $ 2.9 | $ 31.3 | $ 2.9 | ||||||||
Employment period | 4 years | 3 years | |||||||||||
HSKB Incentive Units | Tranche one | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 2 years | ||||||||||||
Award vesting percentage | 50.00% | ||||||||||||
HSKB Phantom Units | ZoomInfo OpCo and HSKB 2019 Phantom Unit Plans | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Period to settle awards | 30 days | ||||||||||||
HSKB Phantom Units | ZoomInfo OpCo and HSKB 2019 Phantom Unit Plans | Common Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Economic equivalent of Unit (in shares) | 1 | ||||||||||||
LTIP Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 247,045 | 47,620 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted Stock Units | ||
Shares | ||
Beginning balance (in shares) | 985,398 | 0 |
Granted (in shares) | 2,719,862 | 829,348 |
Vested (in shares) | (291,536) | (20,625) |
Forfeited (in shares) | (199,968) | (9,116) |
Ending balance (in shares) | 3,213,756 | 799,607 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 28.84 | |
Granted (in dollars per share) | 57.09 | |
Vested (in dollars per share) | 31.34 | |
Forfeited (in dollars per share) | 42.55 | |
Ending balance (in dollars per share) | $ 52.92 | |
Restricted Stock Awards | ||
Shares | ||
Beginning balance (in shares) | 0 | 0 |
Granted (in shares) | 0 | 0 |
Vested (in shares) | (385,120) | 0 |
Forfeited (in shares) | (926) | 0 |
Ending balance (in shares) | 1,433,840 | 0 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 8.68 | |
Forfeited (in dollars per share) | 9.43 | |
Ending balance (in dollars per share) | $ 6.92 | |
Restricted Stock Awards | HoldCo Units | ||
Shares | ||
Exchanged units (in shares) | 872,371 | 0 |
Weighted Average Grant Date Fair Value | ||
Exchanged units (in dollars per shares) | $ 9.36 | |
Restricted Stock Awards | Class P Units | ||
Shares | ||
Exchanged units (in shares) | 947,515 | 0 |
Weighted Average Grant Date Fair Value | ||
Exchanged units (in dollars per shares) | $ 5.39 |
Equity-based Compensation - Cla
Equity-based Compensation - Class A Common Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 08, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Maximum | |||
Weighted Average Exercise Price | |||
Unit options outstanding, weighted average remaining term | 10 years | ||
Exercise of Class A Common Stock Options | |||
Options | |||
Beginning balance (in shares) | 552,440 | 0 | |
Vested (in shares) | (286,107) | 0 | |
Forfeited (in shares) | (20,191) | (10,120) | |
Ending balance (in shares) | 246,142 | 566,588 | |
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 21 | ||
Effect of Reorganization Transactions and IPO (in dollars per share) | 0 | ||
Vested (in dollars per share) | 21 | ||
Forfeited (in dollars per share) | 21 | ||
Ending balance (in dollars per share) | $ 21 | ||
Unit options outstanding, aggregate intrinsic value | $ 18.8 | ||
Unit options exercisable, aggregate intrinsic value | $ 8.9 | ||
Unit options outstanding, weighted average remaining term | 8 years 8 months 12 days | ||
Unit options exercisable, weighted average remaining term | 8 years 8 months 12 days | ||
Shares issued in conversion (in shares) | 576,708 | ||
Exercise of Class A Common Stock Options | Class A common stock | |||
Weighted Average Exercise Price | |||
Shares issued in conversion (in shares) | 0 | 576,708 |
Equity-based Compensation - Hol
Equity-based Compensation - HoldCo Unit Activity (Details) - HoldCo Units - $ / shares | Jun. 08, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Shares | |||
Beginning balance (in shares) | 1,214,105 | 0 | |
Effect of Reorganization Transactions and IPO (in shares) | 1,325,330 | 0 | 1,332,239 |
Exchanged for Restricted Stock (in shares) | (872,371) | 0 | |
Vested (in shares) | (298,177) | (68,587) | |
Forfeited (in shares) | (43,557) | (12,773) | |
Ending balance (in shares) | 0 | 1,250,879 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 9.13 | ||
Effect of Reorganization Transactions and IPO (in dollars per share) | 0 | ||
Exchanged for Restricted Stock (in dollars per share) | 9.36 | ||
Vested (in dollars per share) | 8.51 | ||
Forfeited (in dollars per share) | 9.01 | ||
Ending balance (in dollars per share) | $ 0 |
Equity-based Compensation - OpC
Equity-based Compensation - OpCo Unit Activity (Details) - OpCo Units - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Shares | ||
Beginning balance (in shares) | 0 | 228,819 |
Effect of Reorganization Transactions and IPO (in shares) | 0 | (6,909) |
Vested (in shares) | 0 | (162,218) |
Forfeited (in shares) | 0 | (59,692) |
Ending balance (in shares) | 0 | 0 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | |
Effect of Reorganization Transactions and IPO (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 0 |
Equity-based Compensation - C_2
Equity-based Compensation - Class P Units Activity (Details) - Class P Units - $ / shares | Jun. 08, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Shares | |||
Beginning balance (in shares) | 8,796,642 | 16,893,603 | |
Effect of Reorganization Transactions and IPO (in shares) | (1,950,930) | 0 | (1,950,930) |
Exchanged for Restricted Stock (in shares) | (1,133,142) | 0 | |
Vested (in shares) | (4,506,931) | (5,078,777) | |
Forfeited (in shares) | (94,621) | (430,965) | |
Ending balance (in shares) | 3,061,948 | 10,075,431 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 6.59 | ||
Effect of Reorganization Transactions and IPO (in dollars per share) | 0 | ||
Exchanged for Restricted Stock (in dollars per share) | 10.75 | ||
Granted (in dollars per share) | 0 | ||
Vested (in dollars per share) | 5.97 | ||
Forfeited (in dollars per share) | 6.56 | ||
Ending balance (in dollars per share) | $ 7.08 |
Equity-based Compensation - LTI
Equity-based Compensation - LTIP Units Activity (Details) - LTIP Units - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Shares | ||
Beginning balance (in shares) | 47,620 | 0 |
Granted (in shares) | 247,045 | 47,620 |
Ending balance (in shares) | 294,665 | 47,620 |
Weighted Average Participation Threshold | ||
Beginning balance (in dollars per share) | $ 21 | |
Granted (in dollars per share) | 52.42 | |
Ending balance (in dollars per share) | $ 47.34 |
Equity-based Compensation - Equ
Equity-based Compensation - Equity-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 24.5 | $ 28.4 | $ 59.7 | $ 104.2 |
Total unamortized equity-based compensation cost | 223.5 | $ 223.5 | ||
Weighted Average Remaining Service Period (years) | 2 years 9 months 18 days | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized equity-based compensation cost, excluding options | 157.9 | $ 157.9 | ||
Weighted Average Remaining Service Period (years) | 3 years 3 months 18 days | |||
Class A Common Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized equity-based compensation cost, options | 0.7 | $ 0.7 | ||
Weighted Average Remaining Service Period (years) | 1 year 9 months 18 days | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized equity-based compensation cost, excluding options | 8.3 | $ 8.3 | ||
Weighted Average Remaining Service Period (years) | 1 year 10 months 24 days | |||
Class P Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized equity-based compensation cost, excluding options | 11.3 | $ 11.3 | ||
Weighted Average Remaining Service Period (years) | 1 year 6 months | |||
LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized equity-based compensation cost, excluding options | 10.9 | $ 10.9 | ||
Weighted Average Remaining Service Period (years) | 2 years 3 months 18 days | |||
HSKB Incentive Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized equity-based compensation cost, excluding options | 26.1 | $ 26.1 | ||
Weighted Average Remaining Service Period (years) | 10 months 24 days | |||
HSKB Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized equity-based compensation cost, excluding options | 8.3 | $ 8.3 | ||
Weighted Average Remaining Service Period (years) | 3 years 1 month 6 days | |||
Cost of service | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 2.8 | 6.8 | $ 9.5 | 23.8 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 9.5 | 15.2 | 25.1 | 53.6 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 7.4 | 1.8 | 13.2 | 11.9 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 4.8 | $ 4.6 | $ 11.9 | $ 14.9 |
Tax Receivable Agreements (Deta
Tax Receivable Agreements (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Tax Receivable Agreements [Abstract] | |
Tax benefits realized which must be paid (as a percent) | 85.00% |
Expected benefit from remaining cash savings (as a percent) | 15.00% |
Tax receivable agreements liability | $ 3,065.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ 45,500,000 | $ 1,400,000 | $ 101,400,000 | $ 9,800,000 | |
Effective tax rate | 198.40% | ||||
Recognition of non-cash tax expense | 41,900,000 | $ 44,800,000 | |||
Unrecognized tax benefits that would impact effective tax rate | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Jun. 08, 2020 | Oct. 31, 2021 |
Subsequent Event [Line Items] | ||
Conversion ratio | 0 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Conversion ratio | 1 |