Why is zoominfo stock down – why is zoominfo stock down:.ZoomInfo Technologies Inc.
Announced that ZoomInfo’s board of directors unanimously approved the elimination of the UP-C corporate structure and move to a single class of common stock. Includes shares of Class A common stock that are subject to the underwriters’ option to ZoomInfo empowered TTN to easily narrow down its target market. Start investing in ZoomInfo Technologies Inc – Class A stocks from India now How much percentage ZoomInfo Technologies Inc – Class A is down from its
Why is zoominfo stock down – why is zoominfo stock down:. Member Sign In
The acquisition was announced and closed in September After the acquisition in July, the company announced its first integrations with Chorus.
Received multiple awards that recognize the company for career growth, company leadership, diversity and inclusivity impact. Website Disclosure ZoomInfo intends to use its website as a distribution channel of material company information.
Q3 Financial Highlights Unaudited. Increase YoY. Operating Income. Adjusted Operating Income. Operating Income Margin. Adjusted Operating Income Margin. Net Income Per Share Diluted. Adjusted Net Income per share Diluted. Cash Flow from Operating Activities. Unlevered Free Cash Flow. Q4 Prior FY FY GAAP Revenue. Not Guided. Weighted Average Shares Outstanding. Condensed Consolidated Balance Sheets. September 30 ,. December 31 ,. Current assets:. Cash and cash equivalents.
Short-term investments. Restricted cash, current. Accounts receivable. Prepaid expenses and other current assets. Income tax receivable. Total current assets. Property and equipment, net. Operating lease right-of-use assets, net. Intangible assets, net.
Deferred tax assets. Deferred costs and other assets, net of current portion. Restricted cash, non-current. Total assets. Liabilities, Temporary, and Permanent Equity Deficit.
Current liabilities:. Accounts payable. Accrued expenses and other current liabilities. Unearned revenue, current portion. Income taxes payable. Current portion of tax receivable agreements liability. Current portion of operating lease liabilities. Total current liabilities.
Unearned revenue, net of current portion. Tax receivable agreements liability, net of current portion. Operating lease liabilities, net of current portion. Long-term debt, net of current portion. Deferred tax liabilities. Other long-term liabilities. Total liabilities. Commitments and Contingencies. Permanent Equity Deficit. Members’ equity deficit. Additional paid-in capital. Accumulated other comprehensive income loss.
Retained Earnings. Noncontrolling interests. Total equity deficit. Total liabilities, temporary, and permanent equity deficit. Consolidated Statements of Operations. Three Months Ended September 30 ,. Nine Months Ended September 30 ,. Cost of service:. 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. 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. 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 acquisition-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 exit or disposal costs.
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 three months ended March 31, , this expense related primarily to professional fees for the preparation for an initial public offering. For the three months ended March 31, , this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance, and acceleration of payments for terminated employees.
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the three months ended March 31, , this expense related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI see Note 4 — Business Combinations to our consolidated financial statements included elsewhere in this prospectus. This expense is included in cost of service, sales and marketing expense, research and development expense, and general and administrative expense as follows:.
Total integration costs and acquisition-related compensation. 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 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-. 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. 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.
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