Business Combinations (Tables)
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6 Months Ended |
Jun. 30, 2020 |
| Business Acquisition [Line Items] |
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| Acquisition Date Fair Value of Consideration Transferred |
The acquisition date fair value of the consideration transferred for Komiko was $8.5 million, comprised of the following (in millions): | | | | | | | Cash | $ | 8.3 | | | Contingent earnout payments | 0.2 | | | Total purchase consideration | $ | 8.5 | |
The acquisition date fair value of the consideration paid by the Company for Pre-Acquisition ZI was $760.1 million, including cash acquired of $12.1 million, and was comprised of the following (in millions): | | | | | | | Cash consideration | $ | 667.3 | | | Liability for equity award settlement | 25.2 | | | Portion of replacement awards attributable to pre-acquisition service | 27.9 | | | Other purchase consideration liabilities | 6.5 | | | Deferred consideration | 33.2 | | | Total purchase consideration | $ | 760.1 | |
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| Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions): | | | | | | | | | Developed technology | $ | 2.4 | | | | | Unearned revenue | (0.2) | | | Total identifiable net assets acquired | 2.2 | | | Goodwill | 6.3 | | | Total consideration | 8.5 | | | Contingent earnout payments | (0.2) | | | Cash paid for acquisitions, net of cash acquired | $ | 8.3 | |
The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions): | | | | | | | Cash, cash equivalents, and restricted cash | $ | 12.1 | | | Accounts receivable | 22.1 | | | Prepaid expenses and other assets | 4.2 | | | Property and equipment | 6.3 | | | Operating lease right-of-use assets | 28.6 | | | Intangible assets | 322.0 | | | Accounts payable and other liabilities | (6.8) | | | Lease liabilities | (28.6) | | | Deferred tax liabilities | (80.1) | | | Unearned revenue | (34.5) | | | Total identifiable net assets acquired | 245.3 | | | Goodwill | 514.8 | | | Total consideration | 760.1 | | | Deferred consideration | (33.2) | | | Cash acquired | (12.1) | | | Cash paid for acquisitions, net of cash acquired | $ | 714.8 | |
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| 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 date of acquisition (in millions): | | | | | | | | | | | | | Fair Value | | Weighted Average Useful Life in Years | | Brand portfolio | $ | 33.0 | | | Indefinite | | Developed technology | 116.0 | | | 5.8 | | Customer relationships | 173.0 | | | 15.0 | | Total intangible assets | $ | 322.0 | | | |
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| Komiko | DiscoverOrg Holdings |
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| Business Acquisition [Line Items] |
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| Acquisition Date Fair Value of Consideration Transferred |
The acquisition date fair value of the consideration transferred for Komiko was $8.5 million, comprised of the following (in millions): | | | | | | | Cash | $ | 8.3 | | | Contingent earnout payments | 0.2 | | | Total purchase consideration | $ | 8.5 | |
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| Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions): | | | | | | | | | Developed technology | $ | 2.4 | | | | | Unearned revenue | (0.2) | | | Total identifiable net assets acquired | $ | 2.2 | | | Goodwill | 6.3 | | | Total consideration | $ | 8.5 | | | Contingent Earnout Payments | (0.2) | | | Cash paid for acquisitions | $ | 8.3 | |
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| Pre-Acquisition ZI | DiscoverOrg Holdings |
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| Business Acquisition [Line Items] |
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| Acquisition Date Fair Value of Consideration Transferred |
The acquisition date fair value of the consideration paid by the Company for Pre-Acquisition ZI was $760.1 million, including cash acquired of $12.1 million, and was comprised of the following (in millions): | | | | | | | Cash consideration | $ | 667.3 | | | Liability for equity award settlement | 25.2 | | | Portion of replacement awards attributable to pre-acquisition service | 27.9 | | | Other purchase consideration liabilities | 6.5 | | | Deferred consideration | 33.2 | | | Total purchase consideration | $ | 760.1 | |
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| Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions): | | | | | | | Cash, cash equivalents, and restricted cash | $ | 12.1 | | | Accounts receivable | 22.1 | | | Prepaid expenses and other assets | 4.2 | | | Property and equipment | 6.3 | | | Operating lease right-of-use Assets | 28.6 | | | Intangible assets | 322.0 | | | Accounts payable and other liabilities | (6.8) | | | Lease liabilities | (28.6) | | | Deferred tax liabilities | (80.1) | | | Unearned revenue | (34.5) | | | Total identifiable net assets acquired | 245.3 | | | Goodwill | 514.8 | | | Total consideration | $ | 760.1 | | | Deferred consideration | (33.2) | | | Cash acquired | (12.1) | | | Cash paid for acquisitions, net of cash acquired | $ | 714.8 | |
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| 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 date of acquisition (in millions): | | | | | | | | | | | | | Fair Value | | Weighted Average Useful Life | | Brand portfolio | $ | 33.0 | | | Indefinite | | Developed technology | 116.0 | | | 5.8 years | | Customer relationships | 173.0 | | | 15.0 years | | Total intangible assets | $ | 322.0 | | | |
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| Pro Forma Revenue and Earnings of Acquisition |
The unaudited pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2018, are as follows: | | | | | | | | | | | | | Revenue | | Loss Before Income Taxes | | Supplemental pro forma from January 1, 2019 to December 31, 2019 | 334.1 | | | (48.0) | | | Supplemental pro forma from January 1, 2018 to December 31, 2018 | 205.6 | | | (146.4) | |
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| NeverBounce | DiscoverOrg Holdings |
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| Business Acquisition [Line Items] |
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| Acquisition Date Fair Value of Consideration Transferred |
The acquisition date fair value of the consideration transferred for NeverBounce was approximately $9.6 million, which was comprised of the following (in millions): | | | | | | | Cash | $ | 8.5 | | | Contingent Earnout Payments | 1.1 | | | Total Purchase Consideration | $ | 9.6 | |
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| Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions): | | | | | | | Fixed assets | $ | 0.1 | | | Brand portfolio | 0.2 | | | Developed technology | 2.3 | | | Customer relationships | 1.1 | | | Accrued expenses & unearned revenue | (0.1) | | | Total identifiable net assets acquired | $ | 3.6 | | | Goodwill | 6.0 | | | Total consideration, net of cash acquired | $ | 9.6 | |
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| 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 date of acquisition (in millions): | | | | | | | | | | | | | Fair Value | | Useful Life | | Brand portfolio | $ | 0.2 | | | 7 years | | Developed technology | 2.3 | | | 7 years | | Customer relationships | 1.1 | | | 5 years |
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