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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 2022
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):
| Preliminary Fair Value at Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Fair Value at Acquisition Date
Cash | $ | 150.5 |  |  | $ | 0.1 |  |  | $ | 150.6 |
Conversion of Note Receivable | 10.0 |  |  | — |  |  | 10.0 |
Total purchase consideration | $ | 160.5 |  |  | $ | 0.1 |  |  | $ | 160.6 |
The acquisition date fair value of the total consideration transferred was comprised of the following (in millions):
| Preliminary Fair Value at Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Fair Value at Acquisition Date
Cash | $ | 697.7 |  |  | $ | (2.5) |  |  | $ | 695.2 |
Deferred purchase consideration | 2.2 |  |  | — |  |  | 2.2 |
Total purchase consideration | $ | 699.9 |  |  | $ | (2.5) |  |  | $ | 697.4 |
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 2022 Acquired Companies (in millions):
| Preliminary Fair Value at Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Fair Value at Acquisition Date
Cash and cash equivalents | $ | 14.8 |  |  | $ | — |  |  | $ | 14.8 |
Accounts receivable | 2.3 |  |  | — |  |  | 2.3 |
Prepaid expenses and other assets | 0.3 |  |  | — |  |  | 0.3 |
Intangible assets | 34.8 |  |  | — |  |  | 34.8 |
Accounts payable and other liabilities | (0.9) |  |  | (0.4) |  |  | (1.3) |
Unearned revenue | (6.8) |  |  | — |  |  | (6.8) |
Deferred tax liabilities | (6.5) |  |  | — |  |  | (6.5) |
Total identifiable net assets acquired | 38.0 |  |  | (0.4) |  |  | 37.6 |
Goodwill | 122.5 |  |  | 0.5 |  |  | 123.0 |
Total consideration | 160.5 |  |  | 0.1 |  |  | 160.6 |
Cash Acquired | (14.8) |  |  | — |  |  | (14.8) |
Cash paid for acquisitions, net of cash acquired | $ | 145.7 |  |  | $ | 0.1 |  |  | $ | 145.8 |
Cash paid (refunds received) for 2021 acquisitions in 2022 (see "2021 Acquisitions") |  |  |  |  | $ | (2.1) |
Total cash paid for acquisitions in 2022 |  |  |  |  | $ | 143.7 |
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, as adjusted in the fourth quarter of 2021 and the first quarter of 2022 (in millions):
| Preliminary Fair Value at Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Fair Value at Acquisition Date
Cash and cash equivalents | $ | 13.9 |  |  | $ | — |  |  | $ | 13.9 |
Accounts receivable | 4.3 |  |  | (0.1) |  |  | 4.2 |
Prepaid expenses and other assets | 2.8 |  |  | (0.1) |  |  | 2.7 |
Intangible assets | 120.7 |  |  | 0.2 |  |  | 120.9 |
Accounts payable and other liabilities | (4.1) |  |  | (0.5) |  |  | (4.6) |
Unearned revenue | (10.2) |  |  | — |  |  | (10.2) |
Deferred tax liabilities | (2.7) |  |  | — |  |  | (2.7) |
Total identifiable net assets acquired | 124.7 |  |  | (0.5) |  |  | 124.2 |
Goodwill | 575.2 |  |  | (2.0) |  |  | 573.2 |
Total consideration | 699.9 |  |  | (2.5) |  |  | 697.4 |
Cash refund from Chorus.ai acquisition | 33.9 |  |  | (33.9) |  |  | — |
Deferred consideration | (2.2) |  |  | — |  |  | (2.2) |
Accruals from adjustments to working capital balances | (0.5) |  |  | 0.6 |  |  | 0.1 |
Accruals from adjustments to tax liabilities | — |  |  | 0.4 |  |  | 0.4 |
Cash acquired | (13.9) |  |  | — |  |  | (13.9) |
Cash paid for acquisitions, net of cash acquired | $ | 717.2 |  |  | $ | (35.4) |  |  | $ | 681.8 |
Cash paid (received) for acquisitions in 2021 |  |  |  |  | $ | 683.9 |
Cash paid (received) for acquisitions in 2022 |  |  |  |  | $ | (2.1) |
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):
| Preliminary Fair Value at Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Fair Value at Acquisition Date |  | Weighted Average Useful Life
Existing Technology | $ | 27.6 |  |  | $ | — |  |  | $ | 27.6 |  |  | 5.8 years
Customer Relationships | 3.4 |  |  | — |  |  | 3.4 |  |  | 9.0 years
Trade name / Trademarks | 3.8 |  |  | — |  |  | 3.8 |  |  | 8.0 years
| $ | 34.8 |  |  | $ | — |  |  | $ | 34.8 |  |  |
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):
| Preliminary Fair Value at Acquisition Date |  | Measurement Period Adjustments |  | Adjusted Fair Value at Acquisition Date |  | Weighted Average Useful Life
Brand portfolio | $ | 1.1 |  |  | $ | — |  |  | $ | 1.1 |  |  | 2.0 years
Developed technology | 107.5 |  |  | 0.2 |  |  | 107.7 |  |  | 6.1 years
Customer relationships | 12.1 |  |  | — |  |  | 12.1 |  |  | 7.7 years
Total intangible assets | $ | 120.7 |  |  | $ | 0.2 |  |  | $ | 120.9 |  |  |
Business Acquisition, Pro Forma Information | The following table presents the unaudited pro forma results for the years ended December 31, 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”), interest expense, aggregate transaction expenses and transaction success bonuses of $12.6 million, equity-based compensation, and related tax effects of the adjustments:
| Year Ended December 31,
(in millions) | 2021 |  | 2020
Revenue | $ | 764.0 |  |  | $ | 490.6 |
Net income (loss) | $ | 84.9 |  |  | $ | (78.8) |

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