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Adjusted Net Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Adjusted Net Income should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance. The following table presents a reconciliation of Adjusted Operating Income and Adjusted Net Income for the periods presented:.
Impacts of fair value adjustments to acquired unearned revenue b. Restructuring and transaction-related expenses c. Integration costs and acquisition-related expenses d. For the year ended December 31, , this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration.
For the nine months ended September 30, , this expense related primarily to professional fees for the preparation for the IPO and deferred acquisition cost revaluations. For the nine months ended September 30, , this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance, and acceleration of payments for terminated employees.
For the nine months ended September 30, , this expense related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI see Note 4 to our unaudited consolidated financial statements included elsewhere in this prospectus for additional discussion regarding cash vesting payments associated with the acquisition of Pre-Acquisition ZI.
This expense is included in cost of service, sales and marketing expense, research and development expense, and general and administrative expense as follows:. Management further adjusts EBITDA to exclude certain items of a significant or unusual nature, including other income expense, net, impact of certain non-cash items, such as fair value of adjustments to acquired unearned revenue, and equity-based compensation, restructuring and transaction-related expenses, and integration costs and acquisition-related compensation.
We exclude these items because these are non-cash expenses or non-cash fair value adjustments, which we do not consider indicative of performance and ongoing cash-generation potential or are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis.
Adjusted EBITDA is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance.
Impact of fair value adjustments to acquired unearned revenue b. For the nine months ended September 30, , this expense related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI see Note 4 to our unaudited consolidated financial statements included elsewhere in this prospectus for additional. An investment in shares of our Class A common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in shares of our Class A common stock.
Any of the following risks could have an adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading price of our Class A common stock to decline, which would cause you to lose all or part of your investment. Our business, results of operations, financial condition, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
Risks Related to Our Business and Industry. The ongoing COVID pandemic, including the resulting global economic uncertainty and measures taken in response to the pandemic, could materially impact our business and future results of operations and financial condition.
The COVID pandemic has disrupted the economy and put unprecedented strains on governments, health care systems, educational institutions, businesses, and individuals around the world. It is even more difficult to predict the impact on the global economic market, which will depend upon the actions taken by governments, businesses, and other enterprises in response to the pandemic.
The pandemic has already caused, and is likely to result in further, significant disruption of global financial markets and economic uncertainty. Adverse market conditions resulting from the spread of COVID could materially adversely affect our business and the value of our Class A common stock. Our customers or potential customers, particularly in industries most impacted by the COVID pandemic, including the retail, restaurant, hotel, hospitality, consumer discretionary, airline, and oil and gas industries and companies whose customers operate in impacted industries, may reduce their technology or sales and marketing spending or delay their sales transformation initiatives, which could materially and adversely impact our business.
Further, as a result of the COVID pandemic, we expect we will experience slowed growth or decline in new customer demand for our platform and lower demand from our existing customers for upgrades within our platform, as well as existing and potential customers reducing or delaying purchasing decisions. We have experienced, and expect to continue to experience, an increase in prospective customers seeking lower prices or other more favorable contract terms and current customers attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver or delay of payment obligations, all of which has adversely affected and could materially adversely impact our business, results of operations, and overall financial condition in future periods.
In response to the COVID pandemic, we have temporarily closed all of our offices including our headquarters and our office in Israel , enabled our employees to work remotely, implemented travel restrictions for all non-essential business, and shifted company events to virtual-only experiences, and we may deem it advisable to similarly alter, postpone, or cancel entirely additional events in the future.
If the COVID pandemic worsens, especially in regions where we have offices, our business activities originating from affected areas could be adversely affected. We may take further actions that alter our business operations as may be required by local, state, or federal authorities or that we determine are in the best interests of our employees.
Such measures could negatively affect our sales and marketing efforts, sales cycles, employee productivity, or customer retention, any of which could harm our financial condition and business operations. The COVID pandemic could cause our third-party data center hosting facilities and cloud computing platform providers, which are critical to our infrastructure, to shut down their business, experience security incidents that impact our business, delay or disrupt performance or delivery of services, or experience interference with the.
Limitations on access or disruptions to services or goods provided by or to some of our suppliers and vendors upon which our platform and business operations relies, could interrupt our ability to provide our platform, decrease the productivity of our workforce, and significantly harm our business operations, financial condition, and results of operations.
Our platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID pandemic.
The success of any of these unauthorized attempts could substantially impact our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately our business. Any actual or perceived security incident also may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities. The extent and continued impact of the COVID pandemic on our business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; the impact on our customers and our sales cycles; the impact on customer, industry, or employee events; and the effect on our partners, vendors, and supply chains, all of which are uncertain and cannot be predicted.
Because of our largely subscription-based business model, the effect of the COVID pandemic may not be fully reflected in our results of operations and overall financial condition until future periods, if at all.
Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become competitive with us. Companies in related industries, such as CRM, business software, or advertising, including Salesforce. We cannot anticipate how rapidly such a potential competitor could create products or services that would take significant market share from us or even surpass our products or services in quality, in at least some respect.
If a large, well-funded competitor entered our space, it could reduce the demand for our products and services and reduce the amount we could demand for subscription renewals or upgrades from existing customers, and the amount we could demand from new subscribers to our products and services, reducing our revenue and profitability.
In addition, many of our potential competitors could have competitive advantages, such as greater name recognition, longer operating histories, significant install bases, broader geographic scope, and larger sales and marketing budgets and resources.
Many of our potential competitors may have established relationships with independent software vendors, partners, and customers, greater customer experience resources, greater resources to make acquisitions, lower labor and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical, and other resources. New competitors or alliances among competitors may emerge and rapidly acquire significant market share due to these or other factors.
We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry. Companies resulting. Our competitors may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards, or customer requirements, or pricing pressure. As a result, even if our products and services are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of our services.
Our products and services rely heavily on the collection and use of information to provide effective insights to our customers and users. Other data privacy or data protection laws or regulations are under consideration in other jurisdictions. Laws such as these give rise to an increasingly complex set of compliance obligations on us, as well as on many of our customers. These laws impose restrictions on our ability to gather personal data and provide such personal data to our customers, provide individuals with the ability to opt out of such personal data collection, and impose obligations on our ability to pass data to our customers, as well as place downstream obligations on our customers relating to their use of the information we provide.
Certain of our activities could be found by a government or regulatory authority to be noncompliant or become noncompliant in the future with one or more data protection or data privacy laws, even if we have implemented and maintained a strategy that we believe to be compliant. For example, we are subject to complex and evolving regulatory requirements regarding the collection and use of personal data, including changes under CCPA and other recently enacted and upcoming state laws related to collection and selling of personal data, and, among others, introducing opt-out rights and data broker registration obligations.
These complex laws may be implemented in a non-uniform way in many jurisdictions around the world and we may not be aware of every development that impacts our business. These laws may also require us to make additional changes to our services in order for us or our customers to comply with such legal requirements and may also increase our potential liability as a result of higher potential penalties for noncompliance.
These new or proposed laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions.
These and other legal requirements could reduce our ability to gather personal data used in our products and services.
For example, the European Union Court of Justice recently struck down a permitted personal data transfer mechanism between the European Union and the United States and introduced requirements in relation to use of other data transfer mechanisms. This may increase regulatory and compliance burdens and may lead to uncertainty about or interruptions of personal data transfers from Europe to the United States and beyond.
Use of other data transfer mechanisms now involves additional compliance steps and in the event any court blocks personal data transfers to or from a particular jurisdiction on the basis that certain or all such transfer mechanisms are not legally adequate, this could give rise to operational interruption in the performance of services for customers and internal processing of employee information, greater costs to implement alternative data transfer mechanisms that are still permitted, regulatory liabilities, or reputational harm.
The costs of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather personal data needed to provide our products and services, the use and adoption of our products and. Even the perception that the privacy of personal data is not satisfactorily protected or does not meet regulatory requirements could discourage prospective customers from subscribing to our products or services or discourage current customers from renewing their subscriptions.
Compliance with any of the foregoing laws and regulations can be costly and can delay or impede the development of new products or services. We may incur substantial fines if we violate any laws or regulations relating to the collection or use of personal data. Our actual or alleged failure to comply with applicable privacy or data security laws, regulations, and policies, or to protect personal data, could result in enforcement actions and significant penalties against us, which could result in negative publicity or costs, subject us to claims or other remedies, and have a material adverse effect on our business, financial condition, and results of operations.
Because the interpretation and application of many privacy and data protection laws are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products and services. Further, we may be subject to additional risks associated with data security breaches or other incidents, in particular because certain data privacy laws, including CCPA, grant individuals a private right of action arising from certain data security incidents.
If so, in addition to the possibility of fines, lawsuits, and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products and services, which could harm our business.
Since the enactment of CCPA, new privacy and data security laws have been proposed in more than half of the states in the United States and in the U. Congress, reflecting a trend toward more stringent privacy legislation in the United States, which trend may accelerate based on the results of the U.
We expect that there will continue to be new proposed laws, regulations, and industry standards concerning privacy, data protection, and information security in the United States and other jurisdictions, and we cannot determine the impact such future laws, regulations, and standards may have on our business. We could be subject to legal claims, government action, or harm to our reputation or incur significant remediation costs if we experience a security breach or our practices fail, or are seen as failing, to comply with our policies or with applicable laws concerning personally identifiable information.
Concern regarding our use of the personal data collected on our websites or collected when performing our services could keep prospective customers from subscribing to our services. Industry-wide incidents or incidents with respect to our websites, including misappropriation of third-party information, security breaches, or changes in industry standards, regulations, or laws, could deter people from using the internet or our websites to conduct transactions that involve the transmission of confidential information, which could harm our business.
We also receive data from third-party vendors e. We are ultimately unable to verify with complete certainty the source of such data, how it was received, and that such information was collected and is being shared with us in compliance with all applicable data privacy laws.
We experience competition from companies that offer technologies designed to allow companies to better use and extract insights from existing, internal databases, or free information resources and from technologies that are designed to allow companies to gather and aggregate data from online sources. The market for sales, marketing, and recruiting technology and data requires continuous innovation. It is highly competitive, rapidly evolving, and fragmented.
There are low barriers to entry, shifting customer needs and strategies, and frequent introductions of new technologies and of new products and services. Many prospective customers have invested substantial resources to implement, and gained substantial familiarity with, competing. Many prospective customers may not appreciate differences in quality between our products and services and those of lower-priced competitors, and many prospects and current customers may not learn the best ways to use our products and services, making them less likely to obtain them or renew their subscriptions.
New technologies and products may be or become better or more attractive to current or prospective customers than our products and services in one or more ways. Many current or prospective customers may find competing products or services more attractive if we do not keep pace with market innovation or changes in response to COVID, and many may choose or switch to competing products even if do our best to innovate and provide superior products and services. Our current competitors include:.
Companies with large databases that are currently not commercially available could enter the market and rapidly become new competitors. The existence of such potential competitors may not be readily apparent today, and such companies may become significant low-cost or no-cost competitors and adversely impact the demand for our solutions and services or limit our growth potential.
These risks could be exacerbated by weak economic conditions and lower customer spending on sales and marketing. Weakened economic conditions could also disproportionately increase the likelihood that any given current or prospective customer would choose a lower-price alternative even if our products or services were superior. Some current and potential customers, particularly large organizations, have elected in the past, and may in the future, elect to rely on internal and homegrown databases, develop, or acquire their own software, programs, tools, and internal data quality teams that would reduce or eliminate the demand for our products and services.
If demand for our platform declines for any of these or other reasons, our business, results of operations, and financial condition could be adversely affected.
Adverse or weakened general economic and market conditions may reduce spending on sales and marketing technology and information, which could harm our revenue, results of operations, and cash flows. Our revenue, results of operations, and cash flows depend on the overall demand for and use of technology and information for sales, marketing, and recruiting, which depends in part on the amount of spending allocated by our customers or potential customers on sales and marketing technology and information.
This spending depends on worldwide economic and geopolitical conditions. The U. These economic conditions can arise suddenly, and the full impact of such conditions often remains uncertain. In addition, geopolitical developments, such as potential trade wars, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.
Further actions or inactions of the U. Concerns about the systemic impact of a recession in the United States or globally , energy costs, geopolitical issues, or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence, and diminished growth expectations in the U. Some of our users may view a subscription to our platform as a discretionary purchase, and our paying users may reduce their discretionary spending on our platform during an economic downturn.
In particular, spending patterns of small businesses are difficult to predict and are sensitive to the general economic climate, the economic outlook specific to small businesses, the then-current level of profitability experienced by small businesses and overall consumer confidence. In addition, weak economic conditions can result in customers seeking to utilize free or lower-cost information that is available from alternative sources. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term.
During weak economic times, there is an increased risk that one or more of our paying customers will file for bankruptcy protection, which may harm our revenue, profitability, and results of operations. We also face risk from international paying customers that file for bankruptcy protection in foreign jurisdictions, particularly given that the application of foreign bankruptcy laws may be more difficult to predict. In addition, we may determine that the cost of pursuing any creditor claim outweighs the recovery potential of such claim.
As a result, weak economic times could harm our business, revenue, results of operations, cash flows, and financial condition. Our product offerings are also concentrated by varying degrees across different industries, particularly the software and business services industries in the United States.
Our customer base suffers when financial markets experience volatility, illiquidity, and disruption, which has occurred in the past and may reoccur, and the potential for increased and continuing disruptions going forward present considerable risks to our business and revenue.
We generate revenue from sales of subscriptions to our platform and data, and any decline in demand for the types of technologies and information we offer would negatively impact our business. As a result, the continued use of telephones and email as a primary means of B2B sales, marketing, and recruiting, and the continued use of internet cloud-based platforms to access telephone, email, and related information for such purposes, is critical to our future growth and success. If the sales and marketing information market fails to grow, or grows more slowly than we currently anticipate, or if there is a.
Changes in user preferences for sales and marketing platforms may have a disproportionately greater impact on us than if we offered disparate products and services. Demand for sales and marketing platforms in general, and our platform and data in particular, is affected by a number of factors, many of which are beyond our control.
Some of these potential factors include:. The market is subject to rapidly changing user demand and preference trends. If we fail to successfully predict and address these changes and trends, meet user demands or achieve more widespread market acceptance of our platform and data, our business, results of operations, and financial condition could be harmed. If we fail to maintain and improve our methods and technologies, or anticipate new methods or technologies, for data collection, organization, and cleansing, competing products and services could surpass ours in depth, breadth, or accuracy of our data or in other respects.
Current or future competitors may seek to develop new methods and technologies for more efficiently gathering, cataloging, or updating business information, which could allow a competitor to create a product comparable or superior to ours, or that takes substantial market share from us, or that creates or maintains databases at a lower cost that we experience.
We can expect continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering, data predicting, and other database technologies and the use of the internet.
These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to gather and process our data. Our future success will depend, in part, upon our ability to:.
If we fail to respond to changes in data technology competitors may be able to develop products and services that will take market share from us, and the demand for our products and services, the delivery of our products and services, or our market reputation could be adversely affected. If we are not able to obtain and maintain accurate, comprehensive, or reliable data, we could experience reduced demand for our products and services.
The task of establishing and maintaining accurate data is challenging and expensive. The depth, breadth, and accuracy of our data differentiates us from our competitors. Our standard contract with customers includes a quality guarantee pursuant to which a customer would have the right to terminate its subscription and we could be obligated to reimburse certain payments if the accuracy of our data were to fall below a certain threshold.
If our data, including the data we obtain from third parties and our data extraction, cleaning, and insights, are not current, accurate, comprehensive, or reliable, it would increase the likelihood of negative customer experiences, which in turn would reduce the likelihood of customers renewing or upgrading their subscriptions and harm our reputation, making it more difficult to obtain new customers. In addition, if we are no longer able to maintain our high level of accuracy, we may face legal claims by our customers which could have an adverse effect on our business, results of operations, and financial condition.
Our business depends upon the interoperability of our platform with third-party systems that we do not control. Many of our customers use our integrations to access our data from within, or send data to, CRM, marketing automation, applicant tracking, sales enablement, and other systems, including Salesforce. The functionality of these integrations depends upon access to these systems, which is not within our control. Some of our competitors own, develop, operate, or distribute CRM and similar systems or have material business relationships with companies that own, develop, operate, or distribute CRM and similar systems that our platform integrates into.
Moreover, some of these competitors have inherent advantages developing products and services that more tightly integrate with their CRM and similar systems or those of their business partners. In addition, companies that already operate CRM and similar systems may choose to become competitive with ZoomInfo.
Third-party systems are constantly evolving, it is difficult to predict the challenges that we may encounter in developing our platform for use in conjunction with such third-party systems, and we may not be able to modify our integrations to assure its compatibility with the systems of other third parties following any of their changes to their systems.
Some operators of CRM and similar systems may cease to permit our access or the integration of our platform to their systems. Given the current market’s revulsions against richly valued tech stocks, I think more losses for ZoomInfo are looming ahead.
For a live pulse of how tech stock valuations are moving, as well as exclusive in-depth ideas and direct access to Gary Alexander, subscribe to the Daily Tech Download. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it other than from Seeking Alpha. I have no business relationship with any company whose stock is mentioned in this article. Gary Alexander Marketplace. Data by YCharts As a refresher for investors who are newer to this stock, ZoomInfo serves as a kind of glorified, modern-day “Yellow Pages.
Q3 download Let’s now go through ZoomInfo’s latest quarterly results in greater detail. Key takeaways I continue to view ZoomInfo as a stock with massive valuation that doesn’t have the fundamental firepower behind it. This article was written by. Gary Alexander. Voting Power 2. Founders 3. Management and Others. Public Stockholders 4. Reflects the sum of shares of our Class A common stock, Class B common stock, and Class C common stock, which represents direct and indirect economic ownership in us and our subsidiaries.
Each share of our Class A common stock and Class C common stock has the same economic interest. Our Class B common stock does not have any economic rights, but each share of our Class B common stock will relate to one OpCo Unit or HoldCo Unit at the time of the closing of this offering. Based on beneficial ownership, reflects one vote per share of Class A common stock, ten votes per share of Class B common stock, and ten votes per share of Class C common stock.
Implications of Being an Emerging Growth Company. These provisions include, but are not limited to:. We will remain an emerging growth company until the earliest to occur of:.
We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC.
As a result, the information that we provide to our Class A stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Our Sponsors. TA Associates. Founded in , TA Associates is one of the most experienced global growth private equity firms in the world. TA Associates invests in growing companies with opportunities for sustained growth, and employs a long-term approach, utilizing its strategic resources, to help management teams build lasting value in great companies.
The Carlyle Group. The Carlyle Group Inc. The Carlyle Group employs more than 1, people in 32 offices across six continents. After the completion of this offering, the parties to our stockholders agreement will beneficially own approximately Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements.
Our Corporate Information. Our principal executive office is located at Broadway Street, Suite , Vancouver, Washington , and our telephone number is We maintain a website at www. The reference to our website is intended to be an inactive textual reference only.
The information contained on, or that can be accessed through, our website is not part of this prospectus and investors should not rely on such information in deciding whether to purchase shares of our common stock.
This prospectus also contains trademarks of other companies that to our knowledge are the property of their respective holders, and we do not intend our use or display of such marks to imply relationships with, or endorsements of us by, any other company.
All trademarks, service marks, and trade names appearing in this prospectus are the property of their respective owners. The Offering. Option to purchase additional shares of Class A common stock. We have granted the underwriters a day option from the date of this prospectus to purchase up to 6,, additional shares of our Class A common stock at the initial public offering price, less the underwriting discount. Class A common stock outstanding after giving effect to this offering.
Voting power held by investors in this offering after giving effect to this offering. Voting power held by our pre-IPO owners after giving effect to this offering. Use of proceeds. The net proceeds to ZoomInfo Technologies Inc. The foregoing purchases of HoldCo Units and OpCo Units will be made at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discount. Voting rights. Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
Holders of outstanding shares of our Class A common stock, Class B common stock, and Class C common stock will vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Dividend policy. We have no current plans to pay dividends on our Class A common stock or Class C common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors.
Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries including ZoomInfo HoldCo and ZoomInfo OpCo to us, and such other factors as our board of directors may deem relevant.
Holders of our Class B common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of ZoomInfo Technologies Inc. The limited liability company agreement of ZoomInfo OpCo that will be in effect at the time of this offering provides that certain distributions to cover the taxes of the ZoomInfo Tax Group and the other holders of OpCo Units and Class P Units will be made based upon assumed tax rates and other assumptions provided in such limited liability company agreement.
We intend to enter into the tax sharing agreement, pursuant to which ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreements. We expect that ZoomInfo HoldCo will use any such excess cash from time to time: to acquire additional newly issued OpCo Units from ZoomInfo OpCo at a per unit price determined by reference to the market value of our Class A common stock; to pay dividends, which may include special dividends, on our Class A common stock and Class C common stock; to fund repurchases of our Class A common stock; or any combination of the foregoing.
Our board of directors, in its sole discretion, will make any determination with respect to the use of any such excess cash. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding HoldCo Units or OpCo Units, or declare a stock dividend on our Class A common stock and Class C common stock of an aggregate number of additional newly issued shares that corresponds to the number of additional OpCo Units that ZoomInfo HoldCo is acquiring, to maintain one-to-one parity between OpCo Units and shares of Class A common stock, Class B common stock, and Class C common stock.
Prior to this offering, we will amend and restate the limited liability company agreement of ZoomInfo OpCo so that the Pre-IPO OpCo Unitholders may, after the completion of this offering subject to the terms of such limited liability company agreement , exchange their OpCo Units together with a corresponding number of shares of Class B common stock for shares of Class A common stock of ZoomInfo Technologies Inc.
Conversion of Class C common stock. Pursuant to our amended and restated certificate of incorporation, at the option of the holder, a share of Class C common stock may be converted into one share of Class A common stock. In addition, each share of Class C common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain affiliate transfers described in our amended and restated certificate of incorporation among the Sponsors, the Founders, and their respective affiliates as of the date of the consummation of this offering.
Once converted into Class A common stock, Class C common stock will not be reissued. Tax receivable agreements. In each case, these increases in existing tax basis and tax basis adjustments generated over time may increase for tax purposes depreciation and amortization deductions and, therefore, may reduce the amount of tax that the ZoomInfo Tax Group would otherwise be required to pay in the future.
Actual tax benefits realized by the ZoomInfo Tax Group may differ from tax benefits calculated under the tax receivable agreements as a result of the use of certain assumptions in the tax receivable agreements, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. Indications of Interest. Risk factors. For a discussion of certain U. Nasdaq trading symbol. In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon reflects 45,, shares of Class A common stock outstanding immediately following this offering and does not reflect:.
The following table presents the summary historical consolidated financial and other data for ZoomInfo OpCo and its subsidiaries and the summary pro forma combined and consolidated financial data for ZoomInfo Technologies Inc. The summary consolidated statements of operations data and summary consolidated statements of cash flows data presented below for the years ended December 31, and and the summary consolidated balance sheet data presented below as of December 31, and have been derived from the consolidated financial statements of ZoomInfo OpCo included elsewhere in this prospectus.
The summary consolidated financial information of ZoomInfo OpCo as of March 31, and for the three months ended March 31, and was derived from the unaudited consolidated financial statements of ZoomInfo OpCo included elsewhere in this prospectus. The unaudited consolidated financial statements of ZoomInfo OpCo have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, have included all adjustments, which include normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations.
The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Share and per share data in the table below has been retroactively adjusted to give effect to the four -for-one stock split, which occurred on May 20, The summary historical consolidated financial and other data of ZoomInfo Technologies Inc. Historical results are not necessarily indicative of the results expected for any future period.
You should read the summary historical consolidated financial data below, together with our audited consolidated financial statements and related notes thereto, the audited consolidated financial statements of Pre-Acquisition ZI and related notes thereto, the audited consolidated financial statements of ZoomInfo Technologies Inc. The summary unaudited pro forma combined and consolidated financial data of ZoomInfo Technologies Inc. The summary unaudited pro forma combined and consolidated statement of operations data for the three months ended March 31, give effect to i the Reorganization Transactions and ii the Offering Transactions, each as if they had occurred on January 1, The summary unaudited pro forma consolidated balance sheet data as of March 31, gives effect to i the Reorganization Transactions and ii the Offering Transactions, each as if they had occurred on March 31, The summary unaudited combined and consolidated pro forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results or financial position.
ZoomInfo OpCo. Pro Forma. Year Ended December 31,. Three Months Ended March 31,. Summary Statements of Operations Data 1 :. Cost of service 2. Amortization of acquired technology. Gross profit. Operating expenses 2. Income from operations. Interest expense, net. Loss on debt extinguishment.
Other income expense, net 3. Income loss before income taxes. Benefit from income taxes. Net income loss. Less: Net income loss attributable to non-controlling interests. Net income loss attributable to ZoomInfo Technologies Inc. Basic and diluted net loss per share. Shares used in basic and diluted per share calculations. As of December 31,. As of March 31,. As of. March 31,. Summary Balance Sheet Data at period end :.
Cash and cash equivalents. Total assets. Long-term debt including current portion. Unearned revenue including current portion. Total liabilities. Temporary equity 4. Permanent equity. Summary Statements of Cash Flows Data:. Net cash provided by operating activities. Net cash used in investing activities. Net cash provided by used in financing activities. Other Data 5 :. Allocated Combined Receipts 6. Adjusted Operating Income 7. Adjusted Operating Income Margin 7. Year Ended.
December 31, Pre-Acquisition ZI. Pre-Acquisition ZI a. Includes equity-based compensation expense, as follows:.
Cost of service. Sales and marketing. Research and development. General and administrative. Total equity-based compensation expense.
Primarily represents foreign exchange remeasurement gains and losses. In addition to our results determined in accordance with U. These measures include, but are not limited to, Allocated Combined Receipts, Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted EBITDA, which are used by management in making operating decisions, allocating financial resources, and internal planning and forecasting, and for business strategy purposes.
We believe that non-GAAP financial information is useful to investors because it eliminates certain items that affect period-over-period comparability and it provides consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.
Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but rather as supplemental information to our business results. This information should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation.
In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We define Allocated Combined Receipts as the combined receipts of our Company and companies that we have acquired allocated to the period of service delivery. We calculate Allocated Combined Receipts as the sum of i revenue, ii revenue recorded by acquired companies prior to our acquisitions of them, and iii the impact of fair value adjustments to acquired unearned revenue related to services billed by an acquired company prior to its acquisition.
Management uses this measure to evaluate organic growth of the business period over period, as if the Company had operated as a single entity and excluding the impact of acquisitions or adjustments due to purchase accounting. Organic growth in current and future periods is driven by sales to new customers and the addition of additional subscriptions and functionality to existing customers, offset by customer cancellations or reduced subscriptions upon renewal.
We believe this measure is useful to investors because it illustrates the trends in our organic revenue growth and allows investors to analyze the drivers of revenue on the same basis as management. The following table presents a reconciliation of Allocated Combined Receipts for the periods presented:. Impact of fair value adjustments to acquired unearned revenue a. Pre-Acquisition ZI revenue b.
Impact of fair value adjustments to acquired unearned revenue recorded by Pre-Acquisition ZI c. Pre-acquisition revenue of other acquired companies d. Allocated Combined Receipts. Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company. Primarily represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by a predecessor entity, prior to the acquisition of that predecessor entity by Pre-Acquisition ZI.
We acquired the assets of NeverBounce in September Figures include revenue recognized by these entities for the periods presented prior to their respective acquisitions. We define Adjusted Operating Income as income from operations plus i impact of fair value adjustments to acquired unearned revenue, ii amortization of acquired technology and other acquired intangibles, iii equity-based compensation, iv restructuring and transaction-related expenses, and v integration costs and acquisition-related compensation.
We exclude the impact of fair value adjustments to acquired unearned revenue and amortization of acquired technology and other acquired intangibles, as well as equity-based compensation, because these are non-cash expenses or non-cash fair value adjustments and we believe that excluding these items provides meaningful supplemental information regarding performance and ongoing cash-generation potential.
We exclude restructuring and transaction-related expenses, as well as integration costs and acquisition-related compensation, because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. Adjusted Operating Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes.
Adjusted Operating Income should not be considered as an alternative to operating income as an indicator of operating performance. We define Adjusted Operating Income Margin as Adjusted Operating Income divided by the sum of revenue and impacts of fair value adjustments to acquired unearned revenue. The following table presents a reconciliation of Adjusted Operating Income and Adjusted Operating Income Margin for the periods presented:.
Net loss. With the market session wrapping up, ZoomInfo stock ZI recovered the worst of its declines on the day, now down just 2. Is this happening to you frequently?
– Why is zoominfo stock down – none:
Visionary, Founder-Led Management Team. Our highly talented, customer-centric senior leadership, led by our co-founder and CEO, Henry Schuck, enables us to rapidly develop new products, move more quickly than our competition, and build our fast-paced, execution-oriented culture. Our Market Opportunity. We calculate our TAM by estimating the total number of companies by employee size for companies with 1, or more employees, companies with to employees, and companies with 10 to 99 employees and applying the ACV to each respective company using internally generated data of actual customer spend by company size.
For companies with 1, or more employees, we have applied the average ACV of our top quartile of customers with 1, or more employees, who we believe have achieved broader implementation of our platform across their organizations. For companies with to employees and companies with 10 to 99 employees, we have applied an average ACV based on current spend for our customers in these bands.
The aggregate calculated value represents our estimated TAM. Data for numbers of companies by employee count is from our ZoomInfo platform that we have identified as relevant prospects for our platform. Our Growth Strategy. We intend to drive the growth of our business through the following strategies:.
Continue to Acquire New Customers. Drive Incremental Penetration Within Enterprises. Expand to International Markets. Selective Acquisitions to Complement Our Platform. Recent Developments. The COVID pandemic has resulted in travel restrictions, prohibitions of non-essential activities, disruption and shutdown of certain businesses, and greater uncertainty in global financial markets.
Such conditions are creating disruption in global supply chains, increasing rates of unemployment, and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. As of the date of this prospectus, the full impact of the COVID pandemic on the global economy and the extent to which the COVID pandemic may impact our financial condition or results of operations remain uncertain.
Furthermore, because of our largely subscription-based business model, the effect of the COVID pandemic may not be fully reflected in our results of operations and overall financial condition until future periods, if at all. As a result of the COVID pandemic, we expect we will experience slowed growth or decline in new customer demand for our platform and lower demand from our existing customers for upgrades within our platform.
We have experienced and expect to continue to experience an increase in potential customers seeking lower prices or other more favorable contract terms and current customers attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver of payment obligations, all of which has adversely affected and could materially adversely impact our business, results of operations, and overall financial condition in future periods.
The extent and continued impact of the COVID pandemic on our operational and financial condition will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; its impact on the health and welfare of our employees and their families; its impact on our customers and our sales cycles; its impact on customer, industry, or employee events; delays in hiring and onboarding new employees; and effects on our partners and vendors, some of which are uncertain, difficult to predict, and not within our control.
In response to the COVID pandemic, in the first quarter of , we temporarily closed all of our offices, including our office in Israel, and enabled our entire work force to work remotely. We have also implemented travel restrictions for non-essential business. These changes remain in effect in the second quarter of and could extend into future quarters.
The impact, if any, of these and any additional operational changes we may implement is uncertain, but changes we have implemented to date have not affected and are not expected to materially affect our ability to maintain operations, including financial reporting systems, internal control over financial reporting, and disclosure controls and procedures.
This growth may be attributable to factors including:. Net Change in ACV is impacted by new contracts signed with new and existing customers, renewals and non-renewals of existing contracts, cancellations of contracts, and amendments or any other changes to contracts. ACV represents the total annualized value that a customer has agreed to pay for subscription services at any particular point in time under contract s that are or were enforceable at that point in time and does not represent revenue recognized from such contract s.
ACV is not meant to be considered in isolation or as a substitute for revenue or any other GAAP measures and is not indicative of our actual financial results for the quarter ended March 31, or for any other period or of future financial results.
Investment Risks. An investment in shares of our Class A common stock involves substantial risks and uncertainties that may adversely affect our business, financial condition, results of operations, and cash flows.
Some of the more significant challenges and risks relating to an investment in our Company include, among other things, the following:. Prior to the completion of this offering:. ZoomInfo OpCo will effect a four -for-one reverse unit split;. Pursuant to the amended and restated limited liability company agreement of ZoomInfo HoldCo, the Pre-IPO HoldCo Unitholders or certain permitted transferees will have the right subject to the terms of such limited liability company agreement to exchange their HoldCo Units together with a corresponding number of shares of Class B common stock for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications.
Immediately following the consummation of this offering, the Pre-IPO Blocker Holders will hold all of the issued and outstanding shares of our Class C common stock. We believe that our Pre-IPO OpCo Unitholders will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.
One of these benefits is that future taxable income of ZoomInfo OpCo that is allocated to our Pre-IPO OpCo Unitholders will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level.
We do not believe that our UP-C structure will give rise to any significant business or strategic benefit or detriment to us. These tax receivable agreements will provide for the payment by ZoomInfo Technologies Inc.
The amount of existing tax basis and the anticipated tax basis adjustments, as well as the amount and timing of any payments under the tax receivable agreements, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount of tax attributes, and the amount and timing of our income.
Certain late payments under the tax receivable agreements generally will accrue interest at an uncapped rate equal to one year LIBOR or its successor rate plus basis points. In the event ZoomInfo Technologies Inc. Pursuant to the tax sharing agreement, ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreements.
Unless otherwise stated or the context otherwise requires, the information provided in this prospectus reflects the consummation of the Offering Transactions and the Reorganization Transactions.
Immediately following this offering, the holders of our Class B and Class C common stock will collectively hold Assuming such Class P Units are fully vested, at the time of this offering, 10,, shares of Class A common stock would be issuable upon the exchange of 14,, Class P Units that are held by the Continuing Class P Unitholders.
The following table presents the outstanding common stock, OpCo Units, and HoldCo Units i on an actual basis, excluding the conversion of 14,, Class P Units held by the Continuing Class P Unitholders, which are convertible for 10,, shares of Class A common stock upon vesting, and ii on a diluted basis, assuming the conversion of such Class P Units, upon completion of the Reorganization Transactions and the Offering Transactions assuming no exercise of the over-allotment option by the underwriters :.
Common Stock. Class B Common Stock. Class C Common Stock. HoldCo Units. OpCo Units. Public Stockholders 1. ZoomInfo HoldCo. Total outstanding. Total, after giving further effect to the vesting of employee equity grants under our Omnibus Incentive Plan 3.
Includes , shares of Class A common stock issued to former employees of ZoomInfo OpCo in exchange for vested direct and indirect interests in ZoomInfo OpCo held prior to the offering.
The following table presents the economic interests and combined voting power in ZoomInfo Technologies Inc. Owned 1. Voting Power 2. Founders 3. Management and Others. Public Stockholders 4. Reflects the sum of shares of our Class A common stock, Class B common stock, and Class C common stock, which represents direct and indirect economic ownership in us and our subsidiaries. Each share of our Class A common stock and Class C common stock has the same economic interest.
Our Class B common stock does not have any economic rights, but each share of our Class B common stock will relate to one OpCo Unit or HoldCo Unit at the time of the closing of this offering. Based on beneficial ownership, reflects one vote per share of Class A common stock, ten votes per share of Class B common stock, and ten votes per share of Class C common stock.
Implications of Being an Emerging Growth Company. These provisions include, but are not limited to:. We will remain an emerging growth company until the earliest to occur of:. We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our Class A stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests.
We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Our Sponsors. TA Associates. Founded in , TA Associates is one of the most experienced global growth private equity firms in the world.
TA Associates invests in growing companies with opportunities for sustained growth, and employs a long-term approach, utilizing its strategic resources, to help management teams build lasting value in great companies.
The Carlyle Group. The Carlyle Group Inc. The Carlyle Group employs more than 1, people in 32 offices across six continents. After the completion of this offering, the parties to our stockholders agreement will beneficially own approximately Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. Our Corporate Information.
Our principal executive office is located at Broadway Street, Suite , Vancouver, Washington , and our telephone number is We maintain a website at www. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus and investors should not rely on such information in deciding whether to purchase shares of our common stock.
This prospectus also contains trademarks of other companies that to our knowledge are the property of their respective holders, and we do not intend our use or display of such marks to imply relationships with, or endorsements of us by, any other company. All trademarks, service marks, and trade names appearing in this prospectus are the property of their respective owners. The Offering. Option to purchase additional shares of Class A common stock. We have granted the underwriters a day option from the date of this prospectus to purchase up to 6,, additional shares of our Class A common stock at the initial public offering price, less the underwriting discount.
Class A common stock outstanding after giving effect to this offering. Voting power held by investors in this offering after giving effect to this offering.
Voting power held by our pre-IPO owners after giving effect to this offering. Use of proceeds. The net proceeds to ZoomInfo Technologies Inc. The foregoing purchases of HoldCo Units and OpCo Units will be made at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discount.
Voting rights. Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of outstanding shares of our Class A common stock, Class B common stock, and Class C common stock will vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.
Dividend policy. We have no current plans to pay dividends on our Class A common stock or Class C common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors.
Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries including ZoomInfo HoldCo and ZoomInfo OpCo to us, and such other factors as our board of directors may deem relevant.
Holders of our Class B common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of ZoomInfo Technologies Inc.
The limited liability company agreement of ZoomInfo OpCo that will be in effect at the time of this offering provides that certain distributions to cover the taxes of the ZoomInfo Tax Group and the other holders of OpCo Units and Class P Units will be made based upon assumed tax rates and other assumptions provided in such limited liability company agreement.
We intend to enter into the tax sharing agreement, pursuant to which ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreements.
We expect that ZoomInfo HoldCo will use any such excess cash from time to time: to acquire additional newly issued OpCo Units from ZoomInfo OpCo at a per unit price determined by reference to the market value of our Class A common stock; to pay dividends, which may include special dividends, on our Class A common stock and Class C common stock; to fund repurchases of our Class A common stock; or any combination of the foregoing.
Our board of directors, in its sole discretion, will make any determination with respect to the use of any such excess cash. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding HoldCo Units or OpCo Units, or declare a stock dividend on our Class A common stock and Class C common stock of an aggregate number of additional newly issued shares that corresponds to the number of additional OpCo Units that ZoomInfo HoldCo is acquiring, to maintain one-to-one parity between OpCo Units and shares of Class A common stock, Class B common stock, and Class C common stock.
Prior to this offering, we will amend and restate the limited liability company agreement of ZoomInfo OpCo so that the Pre-IPO OpCo Unitholders may, after the completion of this offering subject to the terms of such limited liability company agreement , exchange their OpCo Units together with a corresponding number of shares of Class B common stock for shares of Class A common stock of ZoomInfo Technologies Inc.
Conversion of Class C common stock. Pursuant to our amended and restated certificate of incorporation, at the option of the holder, a share of Class C common stock may be converted into one share of Class A common stock. In addition, each share of Class C common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain affiliate transfers described in our amended and restated certificate of incorporation among the Sponsors, the Founders, and their respective affiliates as of the date of the consummation of this offering.
Once converted into Class A common stock, Class C common stock will not be reissued. Tax receivable agreements. In each case, these increases in existing tax basis and tax basis adjustments generated over time may increase for tax purposes depreciation and amortization deductions and, therefore, may reduce the amount of tax that the ZoomInfo Tax Group would otherwise be required to pay in the future. Actual tax benefits realized by the ZoomInfo Tax Group may differ from tax benefits calculated under the tax receivable agreements as a result of the use of certain assumptions in the tax receivable agreements, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.
Indications of Interest. Risk factors. For a discussion of certain U. Nasdaq trading symbol. In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon reflects 45,, shares of Class A common stock outstanding immediately following this offering and does not reflect:.
The following table presents the summary historical consolidated financial and other data for ZoomInfo OpCo and its subsidiaries and the summary pro forma combined and consolidated financial data for ZoomInfo Technologies Inc. TA Associates invests in growing companies with opportunities for sustained growth, and employs a long-term approach, utilizing its strategic resources, to help management teams build lasting value in great companies.
The Carlyle Group. The Carlyle Group Inc. The Carlyle Group employs more than 1, people in 30 offices across six continents.
After the completion of this offering, the parties to our stockholders agreement will beneficially own approximately Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. Our Corporate Information. Our principal executive office is located at Broadway Street, Suite , Vancouver, Washington , and our telephone number is We maintain a website at www.
The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus and investors should not rely on such information in deciding whether to purchase shares of our common stock. This prospectus also contains trademarks of other companies that to our knowledge are the property of their respective holders, and we do not intend our use or display of such marks to imply relationships with, or endorsements of us by, any other company.
All trademarks, service marks, and trade names appearing in this prospectus are the property of their respective owners. The Offering. Issuer ZoomInfo Technologies Inc. Class A common stock offered by the selling stockholders. Option to purchase additional shares of Class A common stock. The selling stockholders have granted the underwriters a day option from the date of this prospectus to purchase up to 1,, additional shares of our Class A common stock at the public offering price, less the underwriting discount, solely to cover over-allotments, if any.
Class A common stock outstanding after giving effect to this offering. Voting power held by all holders of Class A common stock after giving effect to this offering. Voting power held by our pre-IPO owners after giving effect to this offering. The selling stockholders will receive all of the net proceeds from the sale of shares of Class A common stock in this offering.
We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders or if the underwriters exercise their option to purchase additional shares. The selling stockholders will bear the underwriting discount attributable to their sale of our Class A common stock, and we will bear the remaining expenses. Voting rights. Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
Holders of outstanding shares of our Class A common stock, Class B common stock, and Class C common stock vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Dividend policy. We have no current plans to pay dividends on our Class A common stock or Class C common stock.
The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries including ZoomInfo HoldCo and ZoomInfo OpCo to us, and such other factors as our board of directors may deem relevant.
Holders of our Class B common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of ZoomInfo Technologies Inc.
The limited liability company agreement of ZoomInfo OpCo provides that certain distributions to cover the taxes of the ZoomInfo Tax Group and the other holders of OpCo Units and Class P Units will be made based upon assumed tax rates and other assumptions provided in such limited liability company agreement.
We entered into the tax sharing agreement, pursuant to which ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreements.
We expect that ZoomInfo HoldCo will use any such excess cash from time to time: to acquire additional newly issued OpCo Units from ZoomInfo OpCo at a per unit price determined by reference to the market value of our Class A common stock; to pay dividends, which may include special dividends, on our Class A common stock and Class C common stock; to fund repurchases of our Class A common stock; or any combination of the foregoing.
Our board of directors, in its sole discretion, will make any determination with respect to the use of any such excess cash. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding HoldCo Units or OpCo Units, or declare a stock dividend on our Class A common stock and Class C common stock of an aggregate number of additional newly issued shares that corresponds to the number of additional OpCo Units that ZoomInfo HoldCo is acquiring, to maintain one-to-one parity between OpCo Units and shares of Class A common stock, Class B common stock, and Class C common stock.
Conversion of Class C common stock. Pursuant to our amended and restated certificate of incorporation, at the option of the holder, a share of Class C common stock may be converted into one share of Class A common stock. In addition, each share of Class C common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain affiliate transfers described in our amended and restated certificate of incorporation among the Sponsors, the Founders, and their respective affiliates as of the date of the consummation of the IPO.
Once converted into Class A common stock, Class C common stock will not be reissued. Tax receivable agreements. In each case, these increases in existing tax basis and tax basis adjustments generated over time may increase for tax purposes depreciation and amortization deductions and, therefore, may reduce the amount of tax that the ZoomInfo Tax Group would otherwise be required to pay in the future.
Actual tax benefits realized by the ZoomInfo Tax Group may differ from tax benefits calculated under the tax receivable agreements as a result of the use of certain assumptions in the tax receivable agreements, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.
For a discussion of certain U. Nasdaq trading symbol. In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon reflects 81,, shares of Class A common stock outstanding as of , , after giving effect to this offering, and does not reflect:. The following table presents the summary historical consolidated financial and other data for ZoomInfo OpCo and its subsidiaries and ZoomInfo Technologies Inc.
The summary consolidated statements of operations data and summary consolidated statements of cash flows data presented below for the years ended December 31, and and the summary consolidated balance sheet data presented below as of December 31, and have been derived from the consolidated financial statements of ZoomInfo OpCo included elsewhere in this prospectus.
The summary consolidated financial information of ZoomInfo Technologies Inc. The unaudited consolidated financial statements of ZoomInfo Technologies Inc. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Share and per share data in the table below has been retroactively adjusted to give effect to the four-for-one stock split, which occurred on May 20, Historical results are not necessarily indicative of the results expected for any future period.
You should read the summary historical consolidated financial data below, together with our audited consolidated financial statements and related notes thereto, the audited consolidated financial statements of Pre-Acquisition ZI and related notes thereto, the audited consolidated financial statements of ZoomInfo Technologies Inc. The summary unaudited pro forma combined and consolidated financial data of ZoomInfo Technologies Inc. The summary unaudited pro forma combined and consolidated statement of operations data for the nine months ended September 30, give effect to i the Reorganization Transactions and ii the IPO Transactions, each as if they had occurred on January 1, The summary unaudited combined and consolidated pro forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results or financial position.
Cost of service 2. Operating expenses 2. Other income expense, net 3. Less: Net income loss attributable to non-controlling interests. Net income loss attributable to ZoomInfo Technologies Inc. Shares used in basic and diluted per share calculations. Long-term debt including current portion. Temporary equity 4. Allocated Combined Receipts 6. Adjusted Operating Income 7. Adjusted Operating Income Margin 7. Adjusted Net Income 7.
These measures include, but are not limited to, Allocated Combined Receipts, Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted EBITDA, which are used by management in making operating decisions, allocating financial resources, and internal planning and forecasting, and for business strategy purposes. We believe that non-GAAP financial information is useful to investors because it eliminates certain items that affect period-over-period comparability and it provides consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.
Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but rather as supplemental information to our business results. This information should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted.
In addition, other companies may use different measures to evaluate their. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We calculate Allocated Combined Receipts as the sum of i revenue, ii revenue recorded by acquired companies prior to our acquisitions of them, and iii the impact of fair value adjustments to acquired unearned revenue related to services billed by an acquired company prior to its acquisition.
Management uses this measure to evaluate organic growth of the business period over period, as if the Company had operated as a single entity and excluding the impact of acquisitions or adjustments due to purchase accounting.
Organic growth in current and future periods is driven by sales to new customers and the addition of additional subscriptions and functionality to existing customers, offset by customer cancellations or reduced subscriptions upon renewal. We believe this measure is useful to investors because it illustrates the trends in our organic revenue growth and allows investors to analyze the drivers of revenue on the same basis as management. The following table presents a reconciliation of Allocated Combined Receipts for the periods presented:.
Pre-Acquisition ZI revenue b. Impact of fair value adjustments to acquired unearned revenue recorded by Pre-Acquisition ZI c. Pre-acquisition revenue of other acquired companies d. We acquired Komiko in October Figures include revenue recognized by these entities for the periods presented prior to their respective acquisitions.
We exclude the impact of fair value adjustments to acquired unearned revenue and amortization of acquired technology and other acquired intangibles, as well as equity-based compensation, because these are non-cash expenses or non-cash fair value adjustments and we believe that excluding these items provides meaningful supplemental information regarding performance and ongoing cash-generation potential.
We exclude restructuring and transaction-related expenses, as well as integration costs and acquisition-related compensation, because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. Adjusted Operating Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes.
Adjusted Operating Income should not be considered as an alternative to operating income as an indicator of operating performance. We define Adjusted Operating Income Margin as Adjusted Operating Income divided by the sum of revenue and impacts of fair value adjustments to acquired unearned revenue. We define Adjusted Net Income as Adjusted Operating Income less i interest expense, net ii other income expense, net, excluding tax receivable agreement liability remeasurement expense benefit and iii income tax expense benefit including incremental tax effects of adjustments to arrive at Adjusted Operating Income and current tax benefits related to the tax receivable agreements.
Adjusted Net Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Adjusted Net Income should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance. The following table presents a reconciliation of Adjusted Operating Income and Adjusted Net Income for the periods presented:.
Impacts of fair value adjustments to acquired unearned revenue b. Restructuring and transaction-related expenses c. Integration costs and acquisition-related expenses d. For the year ended December 31, , this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration.
For the nine months ended September 30, , this expense related primarily to professional fees for the preparation for the IPO and deferred acquisition cost revaluations. For the nine months ended September 30, , this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance, and acceleration of payments for terminated employees.
For the nine months ended September 30, , this expense related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI see Note 4 to our unaudited consolidated financial statements included elsewhere in this prospectus for additional discussion regarding cash vesting payments associated with the acquisition of Pre-Acquisition ZI.
This expense is included in cost of service, sales and marketing expense, research and development expense, and general and administrative expense as follows:. Management further adjusts EBITDA to exclude certain items of a significant or unusual nature, including other income expense, net, impact of certain non-cash items, such as fair value of adjustments to acquired unearned revenue, and equity-based compensation, restructuring and transaction-related expenses, and integration costs and acquisition-related compensation.
We exclude these items because these are non-cash expenses or non-cash fair value adjustments, which we do not consider indicative of performance and ongoing cash-generation potential or are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis.
Adjusted EBITDA is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance.
Impact of fair value adjustments to acquired unearned revenue b. For the nine months ended September 30, , this expense related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI see Note 4 to our unaudited consolidated financial statements included elsewhere in this prospectus for additional. An investment in shares of our Class A common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in shares of our Class A common stock.
Any of the following risks could have an adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading price of our Class A common stock to decline, which would cause you to lose all or part of your investment. Our business, results of operations, financial condition, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
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Valuation may have been a quaint concept during the tech bull market of late and , but rest assured now that investors are watching valuations and wary to shift out of high-flying stocks. It would also be another thing if ZoomInfo was a category-leading, brand-defining tech company here I’m thinking of other high-flyers like Palantir PLTR , Snowflake SNOW , and Coupa COUP , other perennially expensive stocks but those with such unique growth stories and powerful future trajectories that near-term valuation multiples don’t do them justice.
My advice here: continue to stay on the sidelines, as ZoomInfo still has not yet found the bottom. Let’s now go through ZoomInfo’s latest quarterly results in greater detail. Again, while I can’t argue the fact that the company has executed quite well on growth, I think that strength is already more than factored into the company’s current share price.
The company acquired and closed on a company called RingLead in September, which is a data orchestration and revenue management platform. This also comes after the July acquisition of Chorus. International expansion continues to be a key pillar of ZoomInfo’s growth strategy. Our investments internationally continue to be a success story. Net loss and per share information unaudited. Provision for income taxes. Basic and diluted net loss per share. Weighted average shares outstanding – basic and diluted.
Summary Balance Sheet Data at period end :. Cash and cash equivalents. Total assets. Long-term debt including current portion.
Total liabilities. Summary Statements of Cash Flows Data:. Net cash provided by operating activities. Net cash used in investing activities. Net cash provided by used in financing activities. Other Data 4 :. Acquisition Adjusted Revenue 5.
Adjusted Operating Income 6. Adjusted Operating Income Margin 7. Historical results of ZoomInfo OpCo for the year ended December 31, , the nine months ended September 30, , and the nine months ended September 30, do not reflect the results of Pre-Acquisition ZI prior to the Zoom Information Acquisition on February 1, Year Ended.
December 31, Nine Months Ended. September 30, Pre-Acquisition ZI. Pre-Acquisition ZI a. Net income loss. Includes equity-based compensation expense, as follows:. Cost of service. Sales and marketing. Research and development. General and administrative. Total equity-based compensation expense.
Primarily represents foreign exchange remeasurement gains and losses. In addition to our results determined in accordance with U. These measures include, but are not limited to, Acquisition Adjusted Revenue, Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted EBITDA, which are used by management in making operating decisions, allocating financial resources, and internal planning and forecasting, and for business strategy purposes.
We believe that non-GAAP financial information is useful to investors because it eliminates certain items that affect period-over-period comparability and it provides consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.
Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but rather as supplemental information to our business results. This information should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted.
In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.
We define Acquisition Adjusted Revenue as revenue plus i revenue recorded by acquired companies prior to our acquisitions of them and ii the impact of fair value adjustments to acquired unearned revenue related to services billed by an acquired company prior to its acquisition. Management uses this measure to evaluate organic revenue growth period over period, without the impact of acquisitions or adjustments due to purchase accounting. We believe this measure is useful to investors because it illustrates the trends in our organic revenue growth and allows investors to analyze revenue on the same basis as management.
The following table presents a reconciliation of Acquisition Adjusted Revenue for the periods presented:. Impact of fair value adjustments to acquired unearned revenue a. Pre-Acquisition ZI revenue b. Impact of fair value adjustments to acquired unearned revenue recorded by Pre-Acquisition ZI c. Pre-acquisition revenue of other acquired companies d. Acquisition Adjusted Revenue. Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company.
These adjustments represent revenue that would have been recognized by such acquired companies under GAAP in the relevant period presented as if the acquisitions had not occurred but were not recognized due to the impact of purchase accounting adjustments.
Primarily represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by a predecessor entity, prior to the acquisition of that predecessor entity by Pre-Acquisition ZI. This adjustment represents revenue that would have been recognized by the predecessor entity in the periods presented if the acquisition had not occurred but were not recognized due to purchase accounting adjustments.
Figures include revenue recognized by these entities for the periods presented prior to their respective acquisitions. We define Adjusted Operating Income as income from operations plus i impact of fair value adjustments to acquired unearned revenue, ii amortization of acquired technology and other acquired intangibles, iii equity-based compensation, iv restructuring and transaction-related expenses, and v integration costs and transaction-related compensation.
We exclude equity-based compensation, which is a non-cash expense, from Adjusted Operating Income because we believe that excluding this item provides meaningful supplemental information regarding operational performance. We exclude amortization of acquired technology and other acquired intangibles and impacts of fair value adjustments to acquired unearned revenue, which are non-cash expenses related to business combinations, restructuring and transaction-related expenses, and integration costs and acquisition-related compensation, because such expenses have no direct correlation to the cost of operating our business on an ongoing basis.
We define Adjusted Operating Income Margin as Adjusted Operating Income divided by the sum of revenue and impacts of fair value adjustments to acquired unearned revenue. Provision for taxes. Other income expense, net a. Impacts of fair value adjustments to acquired unearned revenue b. Amortization of other acquired intangibles. Equity-based compensation. Restructuring and transaction-related expenses c. Integration costs and transaction-related compensation d.
Adjusted Operating Income. Adjusted Operating Income Margin. Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exist or disposal costs. For the nine months ended September 30, , this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration.
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the nine months ended September 30, , this expense related primarily to activities resulting from the acquisition of Pre-Acquisition ZI, including consulting and professional services costs, cash vesting payments see Note 4 to our unaudited consolidated financial statement included elsewhere in this prospectus , and transaction bonuses and other compensation, as well as expense related to retention awards grants from our prior acquisitions of RainKing and NeverBounce.
EBITDA is defined as earnings before debt-related costs, including interest and loss on debt extinguishment, provision for taxes, depreciation, and amortization.
Management further adjusts EBITDA to exclude certain items of a significant or unusual nature, including other income expense, net, impact of fair value of adjustments to acquired unearned revenue, equity-based compensation, restructuring and transaction-related expenses, and integration costs and acquisition-related compensation.
This measure is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Depreciation and amortization. Impact of fair value adjustments to acquired unearned revenue b. Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company prior to its acquisition.
These adjustments represent revenue that would have been recognized by such acquired companies under GAAP in the relevant period presented if the acquisitions had not occurred but were not recognized due to the impact of purchase accounting adjustments. An investment in shares of our Class A common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in shares of our Class A common stock.
Any of the following risks could have an adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading price of our Class A common stock to decline, which would cause you to lose all or part of your investment.
Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. Risks Related to Our Business and Industry. Larger and more well-funded companies with access to significant resources, large amounts of data or data collection methods, and sophisticated technologies may shift their business model to become competitive with us. Companies in related industries, such as CRM, business software, or advertising, including Salesforce.
We cannot anticipate how rapidly such a potential competitor could create products or services that would take significant market share from us or even surpass our products or services in quality, in at least some respect. If a large, well-funded competitor entered our space, it could reduce the demand for our products and services and reduce the amount we could demand for subscription renewals or upgrades from existing customers, and the amount we could demand from new subscribers to our products and services, reducing our revenue and profitability.
In addition, many of our potential competitors could have competitive advantages, such as greater name recognition, longer operating histories, significant install bases, broader geographic scope, and larger sales and marketing budgets and resources. Many of our potential competitors may have established relationships with independent software vendors, partners, and customers, greater customer experience resources, greater resources to make acquisitions, lower labor and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical, and other resources.
New competitors or alliances among competitors may emerge and rapidly acquire significant market share due to these or other factors. We expect this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry.
Companies resulting from these possible consolidations may create more compelling product offerings and be able to offer more attractive pricing options, making it more difficult for us to compete effectively. Our competitors may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards, or customer requirements, or pricing pressure. As a result, even if our products and services are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of our services.
Our products and services rely heavily on the collection and use of information to provide effective insights to our customers and users. Other data privacy or data protection laws or regulations are under consideration in other jurisdictions. Laws such as these give rise to an increasingly complex set of compliance obligations on us, as well as on many of our customers. These laws impose restrictions on our ability to gather personal data and provide such personal data to our customers, provide.
Certain of our activities could be found by a government or regulatory authority to be noncompliant or become noncompliant in the future with one or more data protection or data privacy laws, even if we have implemented and maintained a strategy that we believe to be compliant. For example, we are subject to complex and evolving regulatory requirements regarding the collection and use of personal data, including upcoming changes under CCPA and other recently enacted and upcoming state laws related to selling of personal data, and, among others, introducing opt-out rights and data broker registration obligations.
These complex laws may be implemented in a non-uniform way in many jurisdictions around the world and we may not be aware of every development that impacts our business. These laws may also require us to make additional changes to our services in order for us or our customers to comply with such legal requirements and may also increase our potential liability as a result of higher potential penalties for noncompliance. These new or proposed laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions.
These and other legal requirements could reduce our ability to gather personal data used in our products and services. The costs of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather personal data needed to provide our products and services, the use and adoption of our products and services, reduce overall demand for our products and services, make it more difficult for us to meet expectations from or commitments to customers and users, lead to significant fines, penalties, or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, any of which could harm our business.
Even the perception that the privacy of personal data is not satisfactorily protected or does not meet regulatory requirements could discourage prospective customers from subscribing to our products or services or discourage current customers from renewing their subscriptions.
Compliance with any of the foregoing laws and regulations can be costly and can delay or impede the development of new products or services. We may incur substantial fines if we violate any laws or regulations relating to the collection or use of personal data. Our actual or alleged failure to comply with applicable privacy or data security laws, regulations, and policies, or to protect personal data, could result in enforcement actions and significant penalties against us, which could result in negative publicity or costs, subject us to claims or other remedies, and have a material adverse effect on our business, financial condition and results of operations.
Because the interpretation and application of many privacy and data protection laws are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products and services. Further, we may be subject to additional risks associated with data security breaches or other incidents, in particular because certain data privacy laws, including CCPA, grant individuals a private right of action arising from certain data security incidents.
If so, in addition to the possibility of fines, lawsuits, and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products and services, which could harm our business. Since the enactment of CCPA, new privacy and data security laws have been proposed in more than half of the states in the United States and in the U. Congress, reflecting a trend toward more stringent privacy legislation in the.
United States, which trend may accelerate depending on the results of the U. We expect that there will continue to be new proposed laws, regulations, and industry standards concerning privacy, data protection, and information security in the United States and other jurisdictions, and we cannot determine the impact such future laws, regulations, and standards may have on our business.
We could be subject to legal claims, government action, or harm to our reputation or incur significant remediation costs if we experience a security breach or our practices fail, or are seen as failing, to comply with our policies or with applicable laws concerning personally identifiable information. Concern regarding our use of the personal data collected on our websites or collected when performing our services could keep prospective customers from subscribing to our services.
Industry-wide incidents or incidents with respect to our websites, including misappropriation of third-party information, security breaches, or changes in industry standards, regulations, or laws, could deter people from using the internet or our websites to conduct transactions that involve the transmission of confidential information, which could harm our business.
We also receive data from third-party vendors e. We are ultimately unable to verify with complete certainty the source of such data, how it was received, and that such information was collected and is being shared with us in compliance with all applicable data privacy laws.
We experience competition from companies that offer technologies designed to allow companies to better use and extract insights from existing, internal databases, or free information resources and from technologies that are designed to allow companies to gather and aggregate data from online sources. The market for sales, marketing, and recruiting technology and data requires continuous innovation. It is highly competitive, rapidly evolving, and fragmented. There are low barriers to entry, shifting customer needs and strategies, and frequent introductions of new technologies and of new products and services.
Many prospective customers have invested substantial resources to implement, and gained substantial familiarity with, competing solutions and therefore may be reluctant or unwilling to migrate from their current solution to ours. Many prospective customers may not appreciate differences in quality between our products and services and those of lower-priced competitors, and many prospects and current customers may not learn the best ways to use our products and services, making them less likely to obtain them or renew their subscriptions.
New technologies and products may be or become better or more attractive to current or prospective customers than our products and services in one or more ways.
Many current or prospective customers may find competing products or services more attractive if we do not keep pace with market innovation, and many may choose or switch to competing products even if do our best to innovate and provide superior products and services.
Our current competitors include:. Companies with large databases that are currently not commercially available could enter the market and rapidly become new competitors. The existence of such potential competitors may not be readily apparent today, and such companies may become significant low-cost or no-cost competitors and adversely impact the demand for our solutions and services or limit our growth potential.
These risks could be exacerbated by weak economic conditions and lower customer spending on sales and marketing. Weakened economic conditions could also disproportionately increase the likelihood that any given current or prospective customer would choose a lower-price alternative even if our products or services were superior.
Some current and potential customers, particularly large organizations, have elected in the past, and may in the future, elect to rely on internal and homegrown databases, develop or acquire their own software, programs, tools, and internal data quality teams that would reduce or eliminate the demand for our products and services.
If demand for our platform declines for any of these or other reasons, our business, results of operations and financial condition could be adversely affected.
ZoomInfo Shares Are Sliding Despite Better-Than-Expected Sales and Earnings | Barron’s.
The stock is down % in price year-to-date and % over the past month to close yesterday’s trading session at $ In addition, the stock is. Despite the strong results, a surge in selling pressure in the broad market was weighing on ZoomInfo shares. The stock was down %. We are not selling any shares of our Class A common stock under this prospectus global enterprises, to mid-market companies, down to small businesses.
Why is zoominfo stock down – none: –
Furthermore, because of our largely subscription-based business model, the effect of the COVID pandemic may not be fully reflected in our results of operations and overall financial condition until future periods, if at all. We generate revenue from sales of subscriptions to our platform and data, and any decline in demand for the types of technologies and information we offer would negatively impact our business. Any of the following risks could have an adverse effect on our business, results of operations, financial condition or prospects, and could cause the trading price of our Class A common stock to decline, which would cause you to lose all or part of your investment.