The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in our 2020 Form 10-K, the information included under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our 2020 Form 10-K, and the unaudited consolidated financial statements and related notes included in Part I, Item 1 of this Form 10-Q. In addition to historical data, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in our forward-looking statements as a result of various factors, including but not limited to those discussed under "Cautionary Statement Regarding Forward-Looking Statements" in this Form 10-Q and under "Risk Factors" in Part I, Item 1A of our 2020 Form 10-K. References in this Form 10-Q to "ZoomInfo Technologies Inc. " refer toZoomInfo Technologies Inc. and not to any of its subsidiaries unless the context indicates otherwise. References in this Form 10-Q to "ZoomInfo ," the "Company," "we," "us," and "our" refer (1) prior to the consummation of the Reorganization Transactions, to ZoomInfo OpCo and its consolidated subsidiaries, and (2) after the consummation of the Reorganization Transactions, toZoomInfo Technologies Inc. and its consolidated subsidiaries unless the context indicates otherwise. Numerical figures included in this Form 10-Q have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. OverviewZoomInfo is a leading go-to-market intelligence platform for sales and marketing professionals. Our cloud-based platform provides highly accurate and comprehensive information and insights on the organizations and professionals they target, enabling sellers and marketers to shorten sales cycles and increase win rates by delivering the right message, to the right person, at the right time.ZoomInfo , formerly known as DiscoverOrg, was co-founded in 2007 by our CEO,Henry Schuck . Henry founded the Company to unlock actionable business information and insights to make organizations more successful. Over time, we developed new and innovative methods for gathering and cleansing data and insights using automated processes to scale our capabilities. InFebruary 2019 , we acquired Pre-Acquisition ZI and subsequently the combined business has been re-branded asZoomInfo . Pre-Acquisition ZI developed technologies to gather, parse, and match data at massive scale. We combined Pre-Acquisition ZI's technology with our technology to deliver more value to customers with our combined platform that provides broader coverage and higher-quality insights. We offer access to our platform on a subscription basis and we generate substantially all of our revenue from sales of subscriptions. Our subscription fees include the use of our platform and access to customer support. Subscriptions generally range from one to three years in length with over 25% of our ACV being under multi-year agreements. We typically bill our customers at the beginning of each annual, semi-annual, or quarterly period and recognize revenue ratably over the term of the subscription period. We sell ourZoomInfo platform to both new and existing customers. Some existing customers continue to renew their subscriptions to pre-acquisition versions of the Pre-Acquisition ZI and DiscoverOrg solutions. We price our subscriptions based on the functionality, users, and records under management that are included in each product edition. Our paid product editions are Elite, Advanced, and Professional, and we have a free Community Edition. 40 -------------------------------------------------------------------------------- Table of Contents Recent Developments Senior Unsecured Notes Offering InFebruary 2021 ,ZoomInfo Technologies LLC andZoomInfo Finance Corp. , indirect subsidiaries ofZoomInfo Technologies Inc. , completed an offering of$350.0 million in aggregate principal amount of 3.875% senior notes due 2029. We used all of the net proceeds, along with cash on hand, to prepay$356.4 million aggregate principal amount of our first lien term loans outstanding under the first lien credit agreement (the "Debt Prepayment"). Following the Debt Prepayment, as ofFebruary 2, 2021 ,$400.0 million aggregate principal amount of first lien term loans were outstanding under our first lien credit agreement. First Lien Credit Agreement Amendment InFebruary 2021 ,ZoomInfo LLC entered into an amendment to our first lien credit agreement, pursuant to which, among other things, there will be (i) an increase in the aggregate commitments to$250.0 million under our first lien revolving credit facility, (ii) the addition of theZoomInfo Technologies LLC as a co-borrower, (iii) the repricing of our first lien term loan facility maturing inFebruary 2026 and first lien revolving credit facility, and (iv) an extension of the maturity date of our first lien revolving credit facility toNovember 2025 . COVID-19 InDecember 2019 , a novel strain of Coronavirus disease ("COVID-19") was reported, and inMarch 2020 , the WHO characterized COVID-19 as a pandemic. The ongoing COVID-19 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 have created disruption in global supply chains, increasing rates of unemployment, and adverse impacts for many industries. The outbreak could have a continued adverse impact on economic and market conditions and has triggered a period of global economic slowdown. As a result of the COVID-19 pandemic, we experienced headwinds and tailwinds that impacted our business. In early 2020, we experienced headwinds in some sales cycles as business leaders adapted to the impacts of the pandemic. Customers in heavily impacted industries represented less than 4% of ACV, and in early 2020, we saw heightened cancellations and reductions in spend from this subset of customers relative to pre-COVID time frames. We also experienced longer sales cycles and more intense scrutiny, particularly for larger purchases and upgrades as customers and prospects re-assessed their growth trajectory in light of the changing economic environment. Our sales teams adjusted to the new environment and drove improved sales and retention activity relative to prior year results. These headwinds dissipated during the course of the year and were partially offset by tailwinds we experienced relating to reduced spending on travel, facilities, and marketing events. By the end of 2020, demand for our platform normalized and returned to levels materially consistent with historical trends. The extent and continued impact of the COVID-19 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 including vaccine availability and deployment; 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, not within our control. Furthermore, because of our largely subscription-based business model, the effect of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods. To address the safety and health of our employees during the COVID-19 pandemic, in the first quarter of 2020 we temporarily closed all of our offices and enabled our entire workforce to work remotely. These changes remained largely in effect throughout the first quarter of 2021 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. See "Human Capital" in Part I, Item 1 and "Risk Factors" in Part I, Item 1A of our 2020 Form 10-K. 41 -------------------------------------------------------------------------------- Table of Contents Key Factors Affecting Our Performance We believe that the growth and future success of our business depends on many factors, including the following: Continuing to Acquire New Customers We are focused on continuing to grow the number of customers that use our platform. The majority of revenue growth when comparing the three months endedMarch 31, 2021 to the three months endedMarch 31, 2020 was the result of new customers added over the last 12 months. Our operating results and growth prospects will depend in part on our ability to continue to attract new customers. Additionally, acquiring new customers strengthens the power of our contributory network. We will need to continue to invest in our efficient go-to-market effort to acquire new customers. Delivering Additional High-Value Solutions to Our Existing Customers Many of our customers purchase additional high-value solutions as they expand their use of our platform. Customers add additional services and/or upgrade their platform. We believe there is a significant opportunity for expansion with our existing customers through additional solutions. Expanding Relationships with Existing Customers Many of our customers increase spending with us by adding users or integrating incremental data as they increase their use of our platform. Several of our largest customers have expanded the deployment of our platform across their organizations following their initial deployment. We believe there is a significant opportunity to add additional users and data integration within our existing customers. Our ability to expand relationships with existing customers and deliver additional high-value solutions is demonstrated by our net annual retention rate. We measure our retention rate on an annual basis and define annual net revenue retention as the total ACV generated by our customers and customers of Pre-Acquisition ZI at the end of the year divided by the ACV generated by the same group of customers at the end of the prior year. Our net annual retention rate for the year endedDecember 31, 2020 was 108%. We also measure our success in expanding relationships with existing customers by the number of customers that contract for more than$100,000 in ACV. As ofMarch 31, 2021 , we had more than 950 customers with over$100,000 in ACV. Non-GAAP Financial Measures In addition to our results determined in accordance withU.S. GAAP, we believe certain non-GAAP measures are useful in evaluating our operating performance. These measures include, but are not limited to, Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per diluted share which are used by management in making operating decisions, allocating financial resources, 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. We view Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per diluted share as operating performance measures. We believe that the most directly comparableU.S. GAAP financial measure to Adjusted Operating Income isU.S. GAAP operating income. We believe that the most directly comparableU.S. GAAP financial measure to Adjusted Operating Income Margin isU.S. GAAP operating income divided byU.S. GAAP revenue. We believe that the most directly comparableU.S. GAAP financial measure to Adjusted EBITDA and Adjusted Net Income isU.S. GAAP Net Income, and the most directly comparableU.S. GAAP financial measure to Adjusted Net Income per diluted share isU.S. GAAP net earnings per diluted share. 42 -------------------------------------------------------------------------------- Table of Contents 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. Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted Net Income 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 expense, (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. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company's operating performance. Adjusted Operating Income should not be considered as an alternative to operating income as an indicator of operating performance. We define Adjusted Net Income as Adjusted Operating Income less (i) interest expense, net, (ii) other (income) expense, net, excluding TRA 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 TRA. Adjusted Net Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company's operating performance. 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. 43 -------------------------------------------------------------------------------- Table of Contents The following table presents a reconciliation of Net income (loss) to Adjusted Net Income and Income (loss) from operations to Adjusted Operating Income for the periods presented: Three Months Ended March 31, ($ in millions) 2021 2020 Net income (loss) $ (33.9)$ (5.9) Add (less): Expense (benefit) from income taxes 49.7 (0.4) Add: Interest expense, net 6.5 24.5 Add: Loss on debt extinguishment 5.9 2.2 Add (less): Other expense (income), net(a) (0.2) (0.1) Income (loss) from operations 28.0 20.3
Add: Impact of fair value adjustments to acquired unearned revenue(b)
0.6 1.4 Add: Amortization of acquired technology 6.7 5.6 Add: Amortization of other acquired intangibles 4.8 4.6 Add: Equity-based compensation 18.1 11.3 Add: Restructuring and transaction-related expenses(c) 4.4 2.9 Add: Integration costs and acquisition-related expenses(d) 3.4 3.0 Adjusted Operating Income $ 66.1$ 49.1 Less: Interest expense, net (6.5) (24.5)
Less (add): Other expense (income), net, excluding TRA liability remeasurement (benefit) expense
0.2 0.1 Add (less): Benefit (expense) from income taxes (49.7) 0.4 Less: Tax impacts of adjustments to net income (loss) 40.6 (4.9) Adjusted Net Income $ 50.7$ 20.2 __________________ (a)Primarily represents revaluations on tax receivable agreement liability and foreign exchange remeasurement gains and losses. (b)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 the difference between the revenue recognized based on management's estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition. (c)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 three months endedMarch 31, 2021 , this expense related primarily to impairment and accelerated depreciation related to the Company's anticipated Waltham office relocation. For the three months endedMarch 31, 2020 , this expense related primarily to professional fees for the preparation for an initial public offering. (d)Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the three months endedMarch 31, 2021 , this expense related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI. For the three months endedMarch 31, 2020 , this expense related primarily to cash vesting payments from 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: Three Months Ended March 31, ($ in millions) 2021 2020 Cost of service $ 0.5$ 0.1 Sales and marketing 0.6 1.0 Research and development 1.8 1.6 General and administrative 0.5 0.2
Total integration costs and acquisition-related compensation $
3.4$ 3.0 44
-------------------------------------------------------------------------------- Table of Contents We define Adjusted Operating Income Margin as Adjusted Operating Income divided by the sum of revenue and the impact of fair value adjustments to acquired unearned revenue. Three Months Ended March 31, ($ in millions) 2021 2020 Adjusted Operating Income$ 66.1 $ 49.1 Revenue 153.3 102.2 Impact of fair value adjustments to acquired unearned revenue 0.6 1.4 Revenue for adjusted operating margin calculation$ 154.0 $ 103.6 Adjusted Operating Income Margin 43 % 47 % Adjusted Operating Income for the three months endedMarch 31, 2021 was$66.1 million and represented an Adjusted Operating Income Margin of 43%. Adjusted Operating Income for the three months endedMarch 31, 2020 was$49.1 million and represented an Adjusted Operating Income Margin of 47%. The increase of$17.0 million , or 35%, was driven primarily from the growth in revenue driven by additional customers and increasing revenue from existing customers. Adjusted Operating Income Margin decreased to 43% in the three months endedMarch 31, 2021 from 47% in the three months endedMarch 31, 2020 due to incremental sales and marketing expenses related to signing new customers and retaining and upselling existing customers, and general and administration costs to support incremental public company related requirements. Adjusted EBITDA 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 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. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company's operating performance. 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. 45 -------------------------------------------------------------------------------- Table of Contents The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented: Three Months Ended March 31, ($ in millions) 2021 2020 Net income (loss) $ (33.9)$ (5.9) Income tax expense (benefit) 49.7 (0.4) Interest expense, net 6.5 24.5 Loss on debt extinguishment 5.9 2.2 Depreciation 3.9 1.9 Amortization of acquired technology 6.7 5.6 Amortization of other acquired intangibles 4.8 4.6 EBITDA 43.6 32.6 Other (income) expense, net(a) (0.2) (0.1) Impact of fair value adjustments to acquired unearned revenue(b) 0.6 1.4 Equity-based compensation expense 18.1 11.3
Restructuring and transaction related expenses (excluding depreciation)(c)
3.2 2.9 Integration costs and acquisition-related expenses(d) 3.4 3.0 Adjusted EBITDA $ 68.8$ 51.0 __________________ (a)Primarily represents revaluations on tax receivable agreement liability and foreign exchange remeasurement gains and losses. (b)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 the difference between the revenue recognized based on management's estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition. (c)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 three months endedMarch 31, 2021 , this expense related primarily to impairment charges related to the Company's anticipated Waltham office relocation. For the three months endedMarch 31, 2020 , this expense related primarily to professional fees for the preparation for an initial public offering. (d)Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the three months endedMarch 31, 2021 , this expense related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI. For the three months endedMarch 31, 2020 , this expense related primarily to cash vesting payments from 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: Three Months Ended March 31, ($ in millions) 2021 2020 Cost of service $ 0.5$ 0.1 Sales and marketing 0.6 1.0 Research and development 1.8 1.6 General and administrative 0.5 0.2 Total integration costs and acquisition-related compensation $ 3.4
Adjusted EBITDA for the three months endedMarch 31, 2021 was$68.8 million , an increase of$17.8 million , or 35%, relative to the three months endedMarch 31, 2020 . This increase was driven primarily from the growth in revenue and additional customers in 2021 and 2020. Factors Affecting the Comparability of Our Results of Operations As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations. 46 -------------------------------------------------------------------------------- Table of Contents Impact of the Reorganization TransactionsZoomInfo Technologies Inc. is a corporation forU.S. federal and state income tax purposes. Our accounting predecessor, ZoomInfo OpCo, was and is treated as a flow-through entity forU.S. federal income tax purposes, and as such, only certain subsidiaries that were organized as corporations forU.S. federal income tax purposes have been subject toU.S. federal income tax at the entity level historically. Accordingly, unless otherwise specified, the historical results of operations and other financial information set forth in this Form 10-Q only include a provision forU.S. federal income tax for income allocated to those subsidiaries that were organized as corporations forU.S. federal income tax purposes. Following the completion of the Reorganization Transactions,ZoomInfo Technologies Inc. paysU.S. federal and state income taxes as a corporation on its share of our taxable income. ZoomInfo OpCo is the predecessor ofZoomInfo Technologies Inc. for financial reporting purposes. As a result, the consolidated financial statements ofZoomInfo Technologies Inc. recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of ZoomInfo OpCo, the accounting predecessor. In addition, in connection with the Reorganization Transactions and the IPO, we entered into the tax receivable agreements described in Note 17 to our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q. Initial Public Offering OnJune 8, 2020 ,ZoomInfo Technologies Inc. completed the IPO, in which it sold 51,175,000 shares of Class A common stock (including shares issued pursuant to the exercise in full of the underwriters' option to purchase additional shares) at a public offering price of$21.00 per share for net proceeds of$1,019.6 million , after deducting underwriters' discounts (but excluding other offering expenses and reimbursements). To date, ZoomInfo OpCo has used the proceeds it received through ZoomInfo HoldCo from the IPO to (i) redeem and cancel all outstanding Series A Preferred Units of ZoomInfo OpCo for approximately$274.2 million , including accumulated but unpaid distributions and related prepayment premiums; (ii) repay in full all outstanding indebtedness under our second lien credit agreement, for approximately$380.6 million , including related prepayment premiums and accrued interest; (iii) repay$35.0 million of outstanding borrowings under the Company's first lien revolving credit facility; (iv) pay certain expenses related to the IPO; and (v) prepay$100.0 million aggregate principal amount of the first lien term loans outstanding under our first lien credit agreement, including accrued interest thereon, using approximately$101.2 million of the proceeds; with the remaining proceeds intended to be used for general corporate purposes. We expect these debt repayments to drive future reductions in our interest expense compared to historical results. Impact of Acquisitions We seek to grow through both internal development and the acquisition of businesses that broaden and strengthen our platform. Our recent acquisitions include Clickagy inOctober 2020 , andEverString inNovember 2020 . Purchase accounting requires that all assets acquired and liabilities assumed be recorded at fair value on the acquisition date, including unearned revenue. Revenue from contracts that are impacted by the estimate of fair value of the unearned revenue upon acquisition will be recorded based on the fair value until such contract is terminated or renewed, which will differ from the receipts received by the acquired company allocated over the service period for the same reporting periods. Equity-Based Compensation New awards and modifications that took place as part of the Reorganization Transactions and the IPO contributed to elevated equity-based compensation expense in 2020 relative to 2019 and expected equity-based compensation expense for 2021. See Note 15 for unamortized equity-based compensation costs related to each type of equity-based incentive award. 47 -------------------------------------------------------------------------------- Table of Contents Impact of Changes to Long-term Debt InFebruary 2021 ,ZoomInfo Technologies LLC andZoomInfo Finance Corp. , indirect subsidiaries ofZoomInfo Technologies Inc. , completed an offering of$350.0 million in aggregate principal amount of 3.875% senior notes due 2029. We used all of the net proceeds, along with cash on hand, to make the Debt Prepayment. Following the Debt Prepayment, as ofFebruary 2, 2021 ,$400.0 million aggregate principal amount of first lien term loans were outstanding under our first lien credit agreement. InFebruary 2021 ,ZoomInfo LLC entered into an amendment to our first lien credit agreement, pursuant to which, among other things, there will be (i) an increase in the aggregate commitments to$250.0 million under our first lien revolving credit facility, (ii) the addition of theZoomInfo Technologies LLC as a co-borrower, (iii) the repricing of our first lien term loan facility maturing inFebruary 2026 and first lien revolving credit facility, and (iv) an extension of the maturity date of our first lien revolving credit facility toNovember 2025 . We expect the Debt Prepayment, repricing, and issuance of Senior Notes to drive future reductions in our interest expense compared to historical results. In connection with the debt repricing,ZoomInfo Technologies LLC replacedZoomInfo LLC as the tax borrower on the 1st Lien Credit Agreements. To facilitate the change in tax borrower, the Company executed a series of internal equity transactions resulting in the recognition of$45.0 million of non-cash tax expense, substantially all of which is allocable to the noncontrolling interest. Components of Our Results of Operations Revenue We derive 99% of our revenue from subscription services and the remainder from recurring usage-based services. Our subscription services consist of our SaaS applications. Pricing of our subscription contracts are generally based on the functionality provided, the number of users that access our applications, the amount of data that the customer integrates into their systems. Our subscription contracts typically have a term ranging from one to three years and are non-cancelable. We typically bill for services in advance either annually, semi-annually, or quarterly, and we typically require payment at the beginning of each annual, semi-annual, or quarterly period. Subscription revenue is generally recognized ratably over the contract term starting with when our service is made available to the customer. Recurring usage-based revenue is recognized in the period services are utilized by our customers. The amount of revenue recognized reflects the consideration we expect to be entitled to receive in exchange for these services. We record a contract asset when revenue recognized on a contract exceeds the billings to date for that contract. Unearned revenue results from cash received or amounts billed to customers in advance of revenue recognized upon the satisfaction of performance obligations. The unearned revenue balance is influenced by several factors, including purchase accounting adjustments, seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size, and new business timing within the period. The unearned revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Cost of Service Cost of Service, excluding amortization of acquired technology. Cost of service, excluding amortization of acquired technology includes direct expenses related to the support and operations of our SaaS services and related to our research teams, including salaries, benefits, equity-based compensation, and related expenses, such as employer taxes, allocated overhead for facilities, IT, third-party hosting fees, third-party data costs, and amortization of internally developed capitalized software. We anticipate that we will continue to invest in costs of service and that costs of service as a percentage of revenue will stay consistent or modestly decrease as we realize operating leverage in the business. Amortization of acquired technology. Amortization of acquired technology includes amortization expense for technology acquired in business combinations. 48 -------------------------------------------------------------------------------- Table of Contents We anticipate that amortization of acquired technology will increase if we make additional acquisitions in the future. Gross Profit and Gross Margin Gross profit is revenue less cost of service, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including leveraging economies of scale, the costs associated with third-party hosting services and third-party data, the level of amortization of acquired technology, and the extent to which we expand our customer support and research organizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors. Operating Expenses Our operating expenses consist of sales and marketing, research and development, general and administrative, restructuring and transaction expenses, and amortization of acquired intangibles. The most significant component of our operating expenses is personnel costs, which consists of salaries, bonuses, sales commissions, equity-based compensation, and other employee-related benefits. Operating expenses also include overhead costs for facilities, technology, professional fees, depreciation and amortization expense, and marketing. Sales and marketing. Sales and marketing expenses primarily consist of employee compensation such as salaries, bonuses, sales commissions, equity-based compensation, and other employee-related benefits for our sales and marketing teams, as well as overhead costs, technology, and marketing programs. Sales commissions and related payroll taxes directly related to contract acquisition are capitalized and recognized as expenses over the estimated period of benefit. We anticipate that we will continue to invest in sales and marketing capacity to enable future growth, but that sales and marketing expense as a percentage of revenue will decrease as equity-based compensation expense related to the modification of HSKB awards and triggered by the IPO become a less significant component of overall sales and marketing expense. We anticipate that sales and marketing expense excluding equity-based compensation will fluctuate from period to period depending on the interplay of our growing investments in sales and marketing capacity excluding equity-based compensation, the recognition of revenue, and the amortization of contract acquisition costs. Research and development. Research and development expenses support our efforts to enhance our existing platform and develop new software products. Research and development expenses primarily consist of employee compensation such as salaries, bonuses, equity-based compensation, and other employee-related benefits for our engineering and product management teams, as well as overhead costs. Research and development expenses do not reflect amortization of internally developed capitalized software. We believe that our core technologies and ongoing innovation represent a significant competitive advantage for us, and we expect our research and development expenses to continue to increase as we invest in research and development resources to further strengthen and enhance our solutions. We anticipate that we will continue to invest in research and development in order to develop new features and functionality to drive incremental customer value in the future and that research and development expense as a percentage of revenue will modestly increase in the long term. General and administrative. General and administrative expenses primarily consist of employee-related costs such as salaries, bonuses, equity-based compensation, and other employee related benefits for our executive, finance, legal, human resources, IT, and business operations and administrative teams, as well as overhead costs. Additionally, we incur expenses for professional fees including legal services, accounting, and other consulting services, including those associated with operating as a public company. We expect general and administrative expenses as a percentage of revenue to stay consistent or modestly decrease from 2020, as we realize operating leverage in the business. 49 -------------------------------------------------------------------------------- Table of Contents Amortization of other acquired intangibles. Amortization of acquired intangibles primarily consists of amortization of customer relationships, trade names, and brand portfolios. We anticipate that amortization of other acquired intangibles will increase if we make additional acquisitions in the future. Restructuring and transaction expenses. Restructuring and transaction expenses primarily consist of various restructuring and acquisition activities we have undertaken to achieve strategic or financial objectives. Restructuring and acquisition activities include, but are not limited to, consolidation of offices and responsibilities, office relocation, administrative cost structure realignment, and acquisition-related professional services fees. We anticipate that restructuring and transaction expenses will be correlated with future acquisition activity or strategic restructuring activities, which could be greater than or less than our historic levels. Interest Expense, Net Interest expense represents the interest payable on our debt obligations and the amortization of debt discounts and debt issuance costs, less interest income. We anticipate that our interest expense will be substantially lower after having repaid a portion of our outstanding indebtedness with the proceeds from the IPO. Interest expense could increase in the future based on changes in variable interest rates or the issuance of additional debt. Loss on Debt Extinguishment Loss on debt extinguishment consists of prepayment penalties and impairment of deferred financing costs associated with the extinguishment of debt. We anticipate that losses related to debt extinguishment will only occur if we extinguish indebtedness before the contractual repayment dates. Other (Income) Expense, Net Other (income) expense, net consists primarily of the revaluation of tax receivable agreement liabilities and foreign currency realized and unrealized gains and losses related to the impact of transactions denominated in a foreign currency. We anticipate that the magnitude of other income and expenses may increase as tax receivable agreement liabilities increase, or we expand operations internationally and add complexity to our operations. Income Tax Expense (Benefit) ZoomInfo OpCo is currently treated as a pass-through entity forU.S. federal income tax purposes and most applicable state and local income tax purposes. Income tax expense (benefit), Deferred tax assets, Deferred tax liabilities, and liabilities for unrecognized tax benefits reflect management's best assessment of estimated current and future taxes to be paid by our corporate subsidiaries and, to the extent paid directly by our limited liability companies and partnerships that are treated as partnerships for tax purposes, our partnerships. Our corporate subsidiary,RKSI Acquisition Corporation , is subject to income taxes inthe United States and holds noncontrolling interests in our subsidiary,ZoomInfo Technologies LLC .ZoomInfo Technologies LLC is treated as a partnership forU.S. federal and most applicable state and local income tax purposes. Any taxable income or loss generated byZoomInfo Technologies LLC is passed through to and included in the taxable income or loss of its partners, includingZoomInfo LLC andRKSI Acquisition Corporation . However, becauseRKSI Acquisition Corporation is subject to income taxes in boththe United States , income allocated to such corporate subsidiaries for tax purposes reduces the taxable income allocated to and distributions made to ZoomInfo OpCo. Significant judgments and estimates are required in determining our consolidated income tax expense. See Note 2 to our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q for additional information. 50 -------------------------------------------------------------------------------- Table of Contents Results of Operations The following table presents our results of operations for the three months endedMarch 31, 2021 and 2020: Three Months Ended March 31, ($ in millions) 2021 2020 Revenue $ 153.3 $ 102.2 Cost of service: Cost of service(1) 21.4 14.8 Amortization of acquired technology 6.7 5.6 Gross profit 125.2 81.8 Operating expenses: Sales and marketing(1) 48.8 34.1 Research and development(1) 20.4 9.9 General and administrative(1) 18.8 10.0 Amortization of other acquired intangibles 4.8 4.6 Restructuring and transaction related expenses 4.4 2.9 Total operating expenses 97.2 61.5 Income (loss) from operations 28.0 20.3 Interest expense, net 6.5 24.5 Loss on debt extinguishment 5.9 2.2 Other (income) expense, net (0.2) (0.1) Income (loss) before income taxes 15.8 (6.3) Income tax expense (benefit) 49.7 (0.4) Net income (loss) (33.9) (5.9)
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions
- (5.9)
Less: Net income (loss) attributable to noncontrolling interests
(37.1) - Net income (loss) attributable to ZoomInfo Technologies Inc. $ 3.2 $ - __________________
(1)Includes equity-based compensation expense as follows:
Three Months Ended March 31, ($ in millions) 2021 2020 Cost of service $ 3.5$ 1.7 Sales and marketing 8.4 6.4 Research and development 2.6 1.6 General and administrative 3.6 1.6 Total equity-based compensation expense $ 18.1$ 11.3 51
-------------------------------------------------------------------------------- Table of Contents Three Months EndedMarch 31, 2021 and Three Months EndedMarch 31, 2020 Revenue. Revenue was$153.3 million for the three months endedMarch 31, 2021 , an increase of$51.1 million , or 50%, as compared to$102.2 million for the three months endedMarch 31, 2020 . This increase was primarily due to the addition of new customers over the past 12 months and net expansion with existing customers. Cost of Service. Cost of service was$28.1 million for the three months endedMarch 31, 2021 , an increase of$7.7 million , or 38%, as compared to$20.4 million for the three months endedMarch 31, 2020 . The increase was primarily due to increased payroll and equity-based compensation costs associated with additional headcount, increased amortization of acquired technology related to prior year acquisitions, and increased hosting expense to support new and growing customers. Operating Expenses. Operating expenses were$97.2 million for the three months endedMarch 31, 2021 , an increase of$35.7 million , or 58%, as compared to$61.5 million for the three months endedMarch 31, 2020 . Excluding equity-based compensation expenses, operating expenses were$82.6 million for the three months endedMarch 31, 2021 , an increase of$30.7 million , or 59%, as compared to$51.9 million for the three months endedMarch 31, 2020 . The increase was primarily due to: •an increase in sales and marketing expense (excluding equity-based compensation) of$12.7 million , or 46%, to$40.4 million for the three months endedMarch 31, 2021 , due primarily to additional headcount and related salaries and benefits expenses added to drive continued incremental sales, as well as additional commission expense and amortization of deferred commissions related to obtaining contracts with customers; •an increase in research and development expense (excluding equity-based compensation) of$9.5 million , or 114%, to$17.8 million for the three months endedMarch 31, 2021 , due primarily to additional headcount and related salaries and benefits expenses added to support continued innovation of our services, as well as higher costs driven by related technology investments; •an increase in general and administrative expense (excluding equity-based compensation) of$6.8 million , or 81%, to$15.2 million for the three months endedMarch 31, 2021 , due primarily to additional headcount and related salaries and benefits expenses to support the larger organization, as well as additional professional services and corporate insurance costs related to operating as a public company; and •restructuring and transaction-related expense of$4.4 million for the three months endedMarch 31, 2021 , primarily due to impairment and accelerated depreciation related to the Company's anticipated Waltham office relocation. This represented an increase of$1.5 million , or 52%, as compared to expense of$2.9 million for the three months endedMarch 31, 2020 , which largely represented Komiko contingent consideration remeasurement and IPO costs. Interest Expense, Net. Interest expense, net was$6.5 million for the three months endedMarch 31, 2021 , a decrease of$18.0 million , or 73%, as compared to$24.5 million for the three months endedMarch 31, 2020 . The decrease was primarily due to interest savings as a result of repayment of the second lien debt and$100.0 million first lien debt principal repayment inJune 2020 , and the debt repricing inFebruary 2021 . Income Tax Expense (Benefit). Expense from income taxes for the three months endedMarch 31, 2021 was$49.7 million , representing an effective tax rate of 314.5%, as compared to a benefit from income taxes of$0.4 million for the three months endedMarch 31, 2020 , representing an effective tax rate of 7.0%. The increase in the effective tax rate was primarily due to the recognition of non-cash tax expense in Q1 2021 primarily allocable to non-controlling interests resulting from a shift in GAAP basis from a non-taxable entity to a taxable entity. 52 -------------------------------------------------------------------------------- Table of Contents Liquidity and Capital Resources As ofMarch 31, 2021 , we had$229.1 million of cash and cash equivalents,$124.6 million of short-term investments,$0.1 million of current restricted cash, and$250.0 million available under our first lien revolving credit facility. We have financed our operations primarily through cash generated from operations and financed various acquisitions through cash generated from operations supplemented with debt offerings. We believe that our cash flows from operations and existing available cash and cash equivalents, together with our other available external financing sources, will be adequate to fund our operating and capital needs for at least the next 12 months. We are currently in compliance with the covenants under the credit agreements governing our secured credit facilities and we expect to remain in compliance with our covenants. We generally invoice our subscription customers annually, semi-annually, or quarterly in advance of our subscription services. Therefore, a substantial source of our cash is from such prepayments, which are included in the Condensed Consolidated Balance Sheets as unearned revenue. Unearned revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As ofMarch 31, 2021 , we had unearned revenue of$261.9 million , of which$260.6 million was recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met. After the consummation of the Reorganization Transactions,ZoomInfo Technologies Inc. became a holding company with no material assets other than its ownership of HoldCo Units, and ZoomInfo HoldCo became a holding company with no material assets other than its ownership of OpCo Units.ZoomInfo Technologies Inc. has no independent means of generating revenue. The limited liability company agreement of ZoomInfo OpCo provides that certain distributions to cover the taxes of theZoomInfo Tax Group andZoomInfo Technologies Inc.'s obligations under the tax receivable agreements will be made. The manager of ZoomInfo HoldCo has broad discretion to make distributions out of ZoomInfo HoldCo. In the eventZoomInfo Technologies Inc. declares any cash dividend, we expect that the manager of ZoomInfo HoldCo would cause ZoomInfo HoldCo to cause ZoomInfo OpCo to make distributions to ZoomInfo HoldCo, which in turn will make distributions toZoomInfo Technologies Inc. , in an amount sufficient to cover such cash dividends declared by us. Deterioration in the financial condition, earnings, or cash flow of ZoomInfo OpCo and its subsidiaries for any reason could limit or impair their ability to pay such distributions. In addition, the terms of our financing arrangements contain covenants that may restrict ZoomInfo OpCo and its subsidiaries from paying such distributions, subject to certain exceptions. Further, ZoomInfo HoldCo and ZoomInfo OpCo are generally prohibited underDelaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of ZoomInfo HoldCo or ZoomInfo OpCo (with certain exceptions), as applicable, exceed the fair value of its assets. Subsidiaries of ZoomInfo OpCo are generally subject to similar legal limitations on their ability to make distributions to ZoomInfo OpCo. See "Risk Factors - Risks Related to Our Organizational Structure" in Part I, Item 1A of our 2020 Form 10-K. Our cash flows from operations, borrowing availability, and overall liquidity are subject to risks and uncertainties. We may not be able to obtain additional liquidity on reasonable terms, or at all. In addition, our liquidity and our ability to meet our obligations and to fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. Accordingly, our business may not generate sufficient cash flow from operations and future borrowings may not be available from additional indebtedness or otherwise to meet our liquidity needs. If we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions, which would result in additional expenses or dilution. See "Risk Factors" in Part I, Item 1A of our 2020 Form 10-K. 53 -------------------------------------------------------------------------------- Table of Contents Historical Cash Flows The following table summarizes our cash flows for the periods presented: Three Months Ended March 31, ($ in millions) 2021 2020 Net cash provided by (used in) operating activities$ 93.0 $ 28.3 Net cash provided by (used in) investing activities (99.0) (4.1) Net cash provided by (used in) financing activities (33.8) (2.6)
Net increase (decrease) in cash and cash equivalents and restricted cash
Cash Flows from (used in) Operating Activities Net cash provided by operations was$93.0 million for the three months endedMarch 31, 2021 as a result of a net loss of$33.9 million , adjusted by non-cash charges of$99.3 million and partially offset by the change in our operating assets net of operating liabilities of$27.6 million . The non-cash charges are primarily comprised of a decrease in deferred tax assets net of deferred tax liabilities of$47.0 million , equity-based compensation of$18.1 million , depreciation and amortization of$15.5 million , amortization of deferred commission costs of$8.7 million , and loss on early extinguishment of debt of$5.9 million . The change in operating assets net of operating liabilities was primarily the result of an increase in unearned revenue of$39.2 million , an increase in accounts payable of$5.2 million , and a decrease in accounts receivable of$5.1 million , partially offset by a decrease in accrued expenses and other liabilities of$12.6 million and an increase in deferred costs and other assets of$9.8 million . Net cash provided by operations was$28.3 million for the three months endedMarch 31, 2020 as a result of a net loss of$5.9 million , adjusted by non-cash charges of$33.9 million and an increase of$0.3 million in our operating assets net of operating liabilities. The non-cash charges were primarily comprised of depreciation and amortization of$12.2 million , equity-based compensation of$11.3 million , and amortization of deferred commission costs of$5.4 million . The change in operating assets net of operating liabilities was primarily the result of an increase in unearned revenue of$14.0 million , partially offset by a decrease in accrued expenses and other liabilities of$10.0 million and an increase in deferred costs and other assets of$6.3 million . Restructuring and transaction-related cash costs for the three months endedMarch 31, 2021 primarily related to the settlement of accrued accretion on the Pre-Acquisition ZI deferred consideration balance, which is not expected to recur. However, we may continue to make future acquisitions as part of our business strategy which may require the use of capital resources and drive additional future restructuring and transaction-related cash expenditures as well as integration and acquisition-related compensation cash costs. During the three months endedMarch 31, 2021 , and 2020, we incurred the following cash expenditures: Three Months Ended March 31, ($ in millions) 2021 2020 Cash interest expense $ 6.8$ 23.3 Restructuring and transaction-related expenses paid in cash(a) $ 1.1$ 3.9 Integration costs and acquisition-related compensation paid in cash(b) $ 1.3$ 3.6 $6.8 (a)Represents cash payments 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 three months endedMarch 31, 2021 , these payments related primarily to settlement of accrued accretion on the Pre-Acquisition ZI deferred consideration balance. For the three months endedMarch 31, 2020 , these payments related primarily to professional fees for the preparation for an initial public offering. (b)Represents cash payments directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the three months endedMarch 31, 2021 , these payments related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI. For the three months endedMarch 31, 2020 , these payments related primarily to cash vesting payments from the acquisition of Pre-Acquisition ZI. 54 -------------------------------------------------------------------------------- Table of Contents Future demands on our capital resources associated with our debt facilities may also be impacted by changes in reference interest rates and the potential that we incur additional debt in order to fund additional acquisitions or for other corporate purposes. Future demands on our capital resources associated with transaction expenses and restructuring activities and integration costs and transaction-related compensation will be dependent on the frequency and magnitude of future acquisitions and restructuring and integration activities that we pursue. As part of our business strategy, we expect to continue to pursue acquisitions of, or investments in, complementary businesses from time to time; however, we cannot predict the magnitude or frequency of such acquisitions or investments. Cash Flows from (used in) Investing Activities Cash used in investing activities for the three months endedMarch 31, 2021 was$99.0 million , consisting of purchases of short-term investments of$103.6 million and purchases of property and equipment and other assets of$4.7 million , partially offset by maturities of short-term investments of$9.5 million . Cash used in investing activities for the three months endedMarch 31, 2020 was$4.1 million , consisting of purchases of property and equipment and other assets. As we continue to grow and invest in our business, we expect to continue to invest in property and equipment and opportunistically pursue acquisitions. Cash Flows from (used in) Financing Activities Cash used in financing activities for the three months endedMarch 31, 2021 was$33.8 million , consisting of payments on long-term debt of$356.4 million , tax distributions to equity partners of$10.8 million , and payments of deferred consideration of$9.2 million , partially offset by proceeds from debt of$350.0 million . Cash used in financing activities for the three months endedMarch 31, 2020 was$2.6 million , primarily as a result of payments of deferred consideration of$24.0 million , payments to repurchase outstanding member equity of$5.5 million , distributions to equity partners of$5.0 million , and principal payments on long-term debt of$2.2 million , largely offset by proceeds from a draw down on our first lien revolving credit facility of$35.0 million . Refer to Note 8 of our consolidated financial statements for additional information related to each of our borrowings. Debt Obligations As ofMarch 31, 2021 , the aggregate remaining balance of$400.0 million of first lien term loans is due, in its entirety, at the contractual maturity date ofFebruary 1, 2026 . As ofMarch 31, 2021 , the aggregate remaining balance of$350.0 million of 3.875% Senior Notes is due, in its entirety, at the contractual maturity date ofFebruary 1, 2029 . Interest on the Senior Notes is payable semi-annually in arrears beginning onAugust 1, 2021 . The foregoing represent the only existing required future debt principal repayment obligations that will require future uses of the Company's cash. The first lien term debt has a variable interest rate whereby the Company can elect to use a Base Rate or the London Interbank Offer Rate ("LIBOR") plus an applicable rate. The applicable rate is 2.00% for Base Rate loans or 3.00% for LIBOR Based Loans. The first lien revolving debt has a variable interest rate whereby the Company can elect to use a Base Rate or the London Interbank Offer Rate ("LIBOR") plus an applicable rate. The applicable margin is 1.00% to 1.25% for Base Rate loans or 2.00% to 2.25% for LIBOR Based Loans, depending on the Company's leverage. The effective interest rate on the first lien debt was 3.5% and 4.3% as ofMarch 31, 2021 andDecember 31, 2020 , respectively. Our consolidated first lien net leverage ratio is defined in our first lien credit agreement, and the EBITDA used for that ratio ("Credit Agreement EBITDA") differs from Adjusted EBITDA due to certain defined add-backs, including pro forma cost savings from synergies and cash generated from changes in unearned revenue; see table below for reconciliation. Credit Agreement EBITDA for the 12 months endedMarch 31, 2021 was$335.7 million . Our consolidated first lien net leverage ratio as ofMarch 31, 2021 was 1.2x. 55
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Trailing Twelve Months as of (in millions) March 31, 2021 Net income (loss) $ (64.4) Benefit (expense) from income taxes 54.8 Interest expense, net 51.2 Loss on debt extinguishment 18.6 Depreciation 10.9 Amortization of acquired technology 24.4 Amortization of other acquired intangibles 18.9 EBITDA 114.5 Other (income) expense, net(a) (15.5) Impact of fair value adjustments to acquired unearned revenue(b) 1.9 Equity-based compensation expense 128.4 Restructuring and transaction related expenses(c) 14.0 Integration costs and acquisition-related expenses(d) 9.4 Adjusted EBITDA 252.6 Unearned revenue adjustment 83.3 Pro forma cost savings - Cash rent adjustment 1.0 Other lender adjustments (1.1) Credit Agreement EBITDA $ 335.7 __________________ (a)Primarily represents revaluations on tax receivable agreement liability and foreign exchange remeasurement gains and losses. (b)Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management's estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition. (c)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 trailing twelve months endedMarch 31, 2021 , this expense related primarily to professional fees for the preparation for an initial public offering and deferred acquisition cost revaluations. (d)Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the trailing twelve months endedMarch 31, 2021 , this expense related primarily to cash vesting payments from 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: Trailing Twelve Months as of (in millions) March 31, 2021 Cost of service $ 0.8 Sales and marketing 3.0 Research and development 4.3 General and administrative 1.3 Total integration costs and acquisition-related compensation $ 9.4 56
-------------------------------------------------------------------------------- Table of Contents In addition, our credit agreement governing our first lien term loan contains restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. These restrictive covenants include, among others, limitations on our ability to pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock, prepay, redeem, or repurchase certain debt, make acquisitions, investments, loans, and advances, or sell or otherwise dispose of assets. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt. The Company may be able to incur substantial additional indebtedness in the future. The terms of the credit agreements governing our first lien term loan limit, but do not prohibit, the Company from incurring additional indebtedness, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions will also not prevent the Company from incurring obligations that do not constitute "Indebtedness" as defined in the agreements governing our indebtedness. Tax Receivable Agreements We have entered into two tax receivable agreements. We entered into (i) the Exchange Tax Receivable Agreement with certain of our Pre-IPO OpCo Unitholders and (ii) the Reorganization Tax Receivable Agreement with the Pre-IPO Blocker Holders. These tax receivable agreements provide for the payment by members of theZoomInfo Tax Group to such Pre-IPO Owners and certain Pre-IPO HoldCo Unitholders of 85% of the benefits, if any, that theZoomInfo Tax Group is deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the tax receivable agreements. The Exchange Tax Receivable Agreement provides for the payment by members of theZoomInfo Tax Group to certain Pre-IPO OpCo Unitholders and certain Pre-IPO HoldCo Unitholders of 85% of the benefits, if any, that theZoomInfo Tax Group is deemed to realize (calculated using certain assumptions) as a result of (i) theZoomInfo Tax Group's allocable share of existing tax basis acquired in the IPO and (ii) increases in theZoomInfo Tax Group's allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of theZoomInfo Tax Group as a result of sales or exchanges of OpCo Units for shares of Class A common stock after the IPO, and certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement. The Reorganization Tax Receivable Agreement provides for the payment byZoomInfo Technologies Inc. to Pre-IPO Blocker Holders and certain Pre-IPO HoldCo Unitholders of 85% of the benefits, if any, that theZoomInfo Tax Group is deemed to realize (calculated using certain assumptions) as a result of theZoomInfo Tax Group's utilization of certain tax attributes of the Blocker Companies (including theZoomInfo Tax Group's allocable share of existing tax basis acquired in the Reorganization Transactions), and certain other tax benefits, including tax benefits attributable to payments under the Reorganization Tax Receivable Agreement. In each case, these increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) theZoomInfo Tax Group's depreciation and amortization deductions and, therefore, may reduce the amount of tax that theZoomInfo Tax Group would otherwise be required to pay in the future, although theIRS may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge.The ZoomInfo Tax Group's allocable share of existing tax basis acquired in the IPO and the increase in theZoomInfo Tax Group's allocable share of existing tax basis and the anticipated tax basis adjustments upon exchanges of OpCo Units for shares of Class A common stock may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The payment obligations under the tax receivable agreements are an obligation of members of the ZoomInfo Tax group, but not of ZoomInfo OpCo.The ZoomInfo Tax Group expects to benefit from the remaining 15% of realized cash tax benefits. For purposes of the tax receivable agreements, the realized cash tax benefits will be computed by comparing the actual income tax liability of theZoomInfo Tax Group (calculated with certain assumptions) to the amount of such taxes that theZoomInfo Tax Group would have been required to pay had there been no existing tax basis, no anticipated tax basis adjustments of the assets of theZoomInfo Tax Group as a result of exchanges and no utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies' allocable share of existing tax basis), and hadZoomInfo Technologies Inc. not entered into the tax receivable agreements. The term of each tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless (i)ZoomInfo Technologies Inc. exercises its right to terminate one or both tax receivable agreements for an amount based on the agreed payments remaining to be made under the agreement, (ii)ZoomInfo Technologies Inc. breaches any of its material obligations under one or both tax receivable agreements in which case all obligations (including any 57 -------------------------------------------------------------------------------- Table of Contents additional interest due relating to any deferred payments) generally will be accelerated and due as ifZoomInfo Technologies Inc. had exercised its right to terminate the tax receivable agreements, or (iii) there is a change of control ofZoomInfo Technologies Inc. , in which case the Pre-IPO Owners may elect to receive an amount based on the agreed payments remaining to be made under the agreement determined as described above in clause (i). Estimating the amount of payments that may be made under the tax receivable agreements is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. 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. We expect that as a result of the size of theZoomInfo Tax Group's allocable share of existing tax basis acquired in the IPO, the increase in theZoomInfo Tax Group's allocable share of existing tax basis and the anticipated tax basis adjustment of the tangible and intangible assets of theZoomInfo Tax Group upon the exchange of OpCo Units for shares of Class A common stock and our possible utilization of certain tax attributes, the payments thatZoomInfo Technologies Inc. may make under the tax receivable agreements will be substantial. We estimate the amount of existing tax basis with respect to which our Pre-IPO Owners will be entitled to receive payments under the tax receivable agreements (assuming all Pre-IPO OpCo Unitholders exchange their outstanding OpCo Units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock onMarch 31, 2021 ) is approximately$320.5 million (assuming a price of$48.90 per share of Class A common stock, which is the last reported sale price of our Class A common stock on the Nasdaq onMarch 31, 2021 ). The payments under the tax receivable agreements are not conditioned upon continued ownership of us by the exchanging holders of OpCo Units. See Note 16 in our unaudited consolidated financial statements included in Part I, Item 1 of this Form 10-Q. Contractual Obligations and Commitments As ofMarch 31, 2021 , we had additional operating leases for office space that have not yet commenced with undiscounted future lease payments of$129.2 million . These operating leases will commence in the second quarter of fiscal year 2021. Except as set forth above and in Note 11 - Commitments and Contingencies of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes outside of the ordinary course of business in the contractual obligations and commitments disclosed in our Annual Report on 10-K for the year endedDecember 31, 2020 . Off-Balance Sheet Arrangements As ofMarch 31, 2021 , there were no "off-balance sheet arrangements," as defined in Item 303(a)(4)(ii) of Regulation S-K. Critical Accounting Policies and Estimates Critical accounting policies and estimates are those accounting policies and estimates that are both the most important to the portrayal of our net assets and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are developed based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Critical accounting estimates are accounting estimates where the nature of the estimates are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on financial condition or operating performance is material. There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our 2020 Form 10-K. 58 -------------------------------------------------------------------------------- Table of Contents JOBS Act Accounting Election We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Recently Issued Accounting Pronouncements Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies of our consolidated financial statements included in Part I, Item 1 of this Form 10-Q regarding recently issued accounting pronouncements. 59
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