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Business Combinations (Tables)

9 Months Ended

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)

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

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Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination.

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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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