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Significant and Measurable Revenue Improvement. Our solution increases revenue for our customers who can easily measure the impact because we integrate with the systems that they use to attribute revenue. Unmatched Accuracy, Depth, and Coverage of Data.

We do not believe that any other solution provides the depth and breadth of data that we provide on over 14 million companies and over million professionals. Integrated and Automated Platform. Our Competitive Strengths. We provide the most accurate and comprehensive go-to-market intelligence solution available.

Finely Tuned Go-to-Market Model. We utilize the ZoomInfo platform to power our efficient go-to-market motion. High-Velocity Software Development.

We foster an innovative, fast-paced engineering culture that enabled the release of product features and services in We believe our Fanatic Users drive viral adoption of our platform. Powerful and Significant Network Effects. As our user base grows, so does the data we receive, which enables us to provide greater value to our customers. Our Market Opportunity. For companies with to employees and companies with 10 to 99 employees, we have applied an average ACV based on current spend for our customers in these bands.

The aggregate calculated value represents our estimated TAM. Data for numbers of companies by employee count is from our ZoomInfo powered by DiscoverOrg platform that we have identified as relevant prospects for our solutions. Our Growth Strategy. We intend to drive the growth of our business through the following strategies:.

Continue to Acquire New Customers. Drive Incremental Penetration Within Enterprises. Expand to International Markets. Selective Acquisitions to Complement Our Platform. Investment Risks. An investment in shares of our Class A common stock involves substantial risks and uncertainties that may adversely affect our business, financial condition, and results of operations and cash flows. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:.

For a description of the amended and restated. The shares of Class B common stock will have no economic rights but will entitle each holder, without regard to the number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of LLC Units of ZoomInfo OpCo held by such holder on all matters on which stockholders of ZoomInfo Technologies Inc. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

We believe that our Pre-IPO LLC Unitholders generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.

We do not believe that our UP-C structure will give rise to any significant business or strategic benefit or detriment to us. Unless otherwise stated or the context otherwise requires, the information provided in this prospectus reflects the consummation of the Offering Transactions and the Reorganization Transactions. 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 33 offices across six continents. 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 which 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 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. We estimate that the net proceeds to ZoomInfo Technologies Inc. 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. The shares of Class B common stock will have no economic rights but will entitle each holder, without regard to the number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of LLC Units held by such holder on all matters on which stockholders of ZoomInfo Technologies Inc.

Dividend policy. We have no current plans to pay dividends on our Class A 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 OpCo to us, and such other factors as our board of directors may deem relevant.

We intend to cause ZoomInfo OpCo to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. Exchange rights of holders of LLC Units. Tax receivable agreement. Prior to the completion of this offering, we will enter into a tax receivable agreement with our pre-IPO owners that provides for the payment by ZoomInfo Technologies Inc.

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 ZoomInfo Technologies Inc.

Actual tax benefits realized by ZoomInfo Technologies Inc. This payment obligation is an obligation of ZoomInfo Technologies Inc. Risk factors. For a discussion of certain U.

In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon 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 year ended December 31, and the summary consolidated balance sheet data presented below as of December 31, 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 September 30, and for the nine months ended September 30, 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. 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 consolidated balance sheet data as of , gives effect to i the Reorganization Transactions and ii the Offering Transactions as if they had occurred on ,. The following summary unaudited combined and consolidated pro forma financial information 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. Year Ended December 31,. Nine Months Ended September 30,. Pro Forma. 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. Loss before income taxes. Benefit from income taxes. Net loss. Less: Net loss attributable to non-controlling interests.

Net loss attributable to ZoomInfo Technologies Inc. Pro forma:. Net loss and per share information unaudited. Provision for income taxes. Basic and diluted net loss per share. Weighted average shares outstanding – basic and diluted. Summary Balance Sheet Data at period end :. Cash and cash equivalents. Total assets. Long-term debt including current portion.

Total liabilities. Summary Statements of Cash Flows Data:. Net cash provided by operating activities. Net cash used in investing activities. Net cash provided by used in financing activities. Other Data 4 :. Acquisition Adjusted Revenue 5. Adjusted Operating Income 6.

Adjusted Operating Income Margin 7. Historical results of ZoomInfo OpCo for the year ended December 31, , the nine months ended September 30, , and the nine months ended September 30, do not reflect the results of Pre-Acquisition ZI prior to the Zoom Information Acquisition on February 1, Year Ended.

December 31, Nine Months Ended. September 30, Pre-Acquisition ZI. Pre-Acquisition ZI a. Net income loss. Includes equity-based compensation expense, as follows:. Cost of service. Sales and marketing. Research and development.

General and administrative. Total equity-based compensation expense. Primarily represents foreign exchange remeasurement gains and losses. In addition to our results determined in accordance with U. These measures include, but are not limited to, Acquisition Adjusted Revenue, Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted EBITDA, which are used by management in making operating decisions, allocating financial resources, and internal planning and forecasting, and for business strategy purposes.

We believe that non-GAAP financial information is useful to investors because it eliminates certain items that affect period-over-period comparability and it provides consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, but rather as supplemental information to our business results.

This information should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted.

In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We define Acquisition Adjusted Revenue as revenue plus i revenue recorded by acquired companies prior to our acquisitions of them and ii the impact of fair value adjustments to acquired unearned revenue related to services billed by an acquired company prior to its acquisition.

Management uses this measure to evaluate organic revenue growth period over period, without the impact of acquisitions or adjustments due to purchase accounting. We believe this measure is useful to investors because it illustrates the trends in our organic revenue growth and allows investors to analyze revenue on the same basis as management. The following table presents a reconciliation of Acquisition Adjusted Revenue for the periods presented:. Impact of fair value adjustments to acquired unearned revenue a.

Pre-Acquisition ZI revenue b. Impact of fair value adjustments to acquired unearned revenue recorded by Pre-Acquisition ZI c. Pre-acquisition revenue of other acquired companies d. Acquisition Adjusted Revenue. Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company.

These adjustments represent revenue that would have been recognized by such acquired companies under GAAP in the relevant period presented as if the acquisitions had not occurred but were not recognized due to the impact of purchase accounting adjustments.

Primarily represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by a predecessor entity, prior to the acquisition of that predecessor entity by Pre-Acquisition ZI. This adjustment represents revenue that would have been recognized by the predecessor entity in the periods presented if the acquisition had not occurred but were not recognized due to purchase accounting adjustments. Figures include revenue recognized by these entities for the periods presented prior to their respective acquisitions.

We define Adjusted Operating Income as income from operations plus i impact of fair value adjustments to acquired unearned revenue, ii amortization of acquired technology and other acquired intangibles, iii equity-based compensation, iv restructuring and transaction-related expenses, and v integration costs and transaction-related compensation.

We exclude equity-based compensation, which is a non-cash expense, from Adjusted Operating Income because we believe that excluding this item provides meaningful supplemental information regarding operational performance. We exclude amortization of acquired technology and other acquired intangibles and impacts of fair value adjustments to acquired unearned revenue, which are non-cash expenses related to business combinations, restructuring and transaction-related expenses, and integration costs and acquisition-related compensation, because such expenses have no direct correlation to the cost of operating our business on an ongoing basis.

We define Adjusted Operating Income Margin as Adjusted Operating Income divided by the sum of revenue and impacts of fair value adjustments to acquired unearned revenue.

Provision for taxes. Other income expense, net a. The costs of complying with existing or new data privacy or data protection laws and regulations may limit our ability to gather personal data needed to provide our products and services, the use and adoption of our products and.

Even the perception that the privacy of personal data is not satisfactorily protected or does not meet regulatory requirements could discourage prospective customers from subscribing to our products or services or discourage current customers from renewing their subscriptions.

Compliance with any of the foregoing laws and regulations can be costly and can delay or impede the development of new products or services. We may incur substantial fines if we violate any laws or regulations relating to the collection or use of personal data. Our actual or alleged failure to comply with applicable privacy or data security laws, regulations, and policies, or to protect personal data, could result in enforcement actions and significant penalties against us, which could result in negative publicity or costs, subject us to claims or other remedies, and have a material adverse effect on our business, financial condition, and results of operations.

Because the interpretation and application of many privacy and data protection laws are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products and services. Further, we may be subject to additional risks associated with data security breaches or other incidents, in particular because certain data privacy laws, including CCPA, grant individuals a private right of action arising from certain data security incidents.

If so, in addition to the possibility of fines, lawsuits, and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products and services, which could harm our business. Since the enactment of CCPA, new privacy and data security laws have been proposed in more than half of the states in the United States and in the U. Congress, reflecting a trend toward more stringent privacy legislation in the United States, which trend may accelerate based on the results of the U.

We expect that there will continue to be new proposed laws, regulations, and industry standards concerning privacy, data protection, and information security in the United States and other jurisdictions, and we cannot determine the impact such future laws, regulations, and standards may have on our business. We could be subject to legal claims, government action, or harm to our reputation or incur significant remediation costs if we experience a security breach or our practices fail, or are seen as failing, to comply with our policies or with applicable laws concerning personally identifiable information.

Concern regarding our use of the personal data collected on our websites or collected when performing our services could keep prospective customers from subscribing to our services. Industry-wide incidents or incidents with respect to our websites, including misappropriation of third-party information, security breaches, or changes in industry standards, regulations, or laws, could deter people from using the internet or our websites to conduct transactions that involve the transmission of confidential information, which could harm our business.

We also receive data from third-party vendors e. We are ultimately unable to verify with complete certainty the source of such data, how it was received, and that such information was collected and is being shared with us in compliance with all applicable data privacy laws. We experience competition from companies that offer technologies designed to allow companies to better use and extract insights from existing, internal databases, or free information resources and from technologies that are designed to allow companies to gather and aggregate data from online sources.

The market for sales, marketing, and recruiting technology and data requires continuous innovation. It is highly competitive, rapidly evolving, and fragmented. There are low barriers to entry, shifting customer needs and strategies, and frequent introductions of new technologies and of new products and services. Many prospective customers have invested substantial resources to implement, and gained substantial familiarity with, competing.

Many prospective customers may not appreciate differences in quality between our products and services and those of lower-priced competitors, and many prospects and current customers may not learn the best ways to use our products and services, making them less likely to obtain them or renew their subscriptions.

New technologies and products may be or become better or more attractive to current or prospective customers than our products and services in one or more ways. Many current or prospective customers may find competing products or services more attractive if we do not keep pace with market innovation or changes in response to COVID, and many may choose or switch to competing products even if do our best to innovate and provide superior products and services.

Our current competitors include:. Companies with large databases that are currently not commercially available could enter the market and rapidly become new competitors. The existence of such potential competitors may not be readily apparent today, and such companies may become significant low-cost or no-cost competitors and adversely impact the demand for our solutions and services or limit our growth potential.

These risks could be exacerbated by weak economic conditions and lower customer spending on sales and marketing. Weakened economic conditions could also disproportionately increase the likelihood that any given current or prospective customer would choose a lower-price alternative even if our products or services were superior. Some current and potential customers, particularly large organizations, have elected in the past, and may in the future, elect to rely on internal and homegrown databases, develop, or acquire their own software, programs, tools, and internal data quality teams that would reduce or eliminate the demand for our products and services.

If demand for our platform declines for any of these or other reasons, our business, results of operations, and financial condition could be adversely affected. Adverse or weakened general economic and market conditions may reduce spending on sales and marketing technology and information, which could harm our revenue, results of operations, and cash flows. Our revenue, results of operations, and cash flows depend on the overall demand for and use of technology and information for sales, marketing, and recruiting, which depends in part on the amount of spending allocated by our customers or potential customers on sales and marketing technology and information.

This spending depends on worldwide economic and geopolitical conditions. The U. These economic conditions can arise suddenly, and the full impact of such conditions often remains uncertain.

In addition, geopolitical developments, such as potential trade wars, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. Further actions or inactions of the U.

Concerns about the systemic impact of a recession in the United States or globally , energy costs, geopolitical issues, or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence, and diminished growth expectations in the U. Some of our users may view a subscription to our platform as a discretionary purchase, and our paying users may reduce their discretionary spending on our platform during an economic downturn.

In particular, spending patterns of small businesses are difficult to predict and are sensitive to the general economic climate, the economic outlook specific to small businesses, the then-current level of profitability experienced by small businesses and overall consumer confidence.

In addition, weak economic conditions can result in customers seeking to utilize free or lower-cost information that is available from alternative sources. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term.

During weak economic times, there is an increased risk that one or more of our paying customers will file for bankruptcy protection, which may harm our revenue, profitability, and results of operations.

We also face risk from international paying customers that file for bankruptcy protection in foreign jurisdictions, particularly given that the application of foreign bankruptcy laws may be more difficult to predict. In addition, we may determine that the cost of pursuing any creditor claim outweighs the recovery potential of such claim. As a result, weak economic times could harm our business, revenue, results of operations, cash flows, and financial condition.

Our product offerings are also concentrated by varying degrees across different industries, particularly the software and business services industries in the United States. Our customer base suffers when financial markets experience volatility, illiquidity, and disruption, which has occurred in the past and may reoccur, and the potential for increased and continuing disruptions going forward present considerable risks to our business and revenue.

We generate revenue from sales of subscriptions to our platform and data, and any decline in demand for the types of technologies and information we offer would negatively impact our business. As a result, the continued use of telephones and email as a primary means of B2B sales, marketing, and recruiting, and the continued use of internet cloud-based platforms to access telephone, email, and related information for such purposes, is critical to our future growth and success.

If the sales and marketing information market fails to grow, or grows more slowly than we currently anticipate, or if there is a. Changes in user preferences for sales and marketing platforms may have a disproportionately greater impact on us than if we offered disparate products and services. Demand for sales and marketing platforms in general, and our platform and data in particular, is affected by a number of factors, many of which are beyond our control.

Some of these potential factors include:. The market is subject to rapidly changing user demand and preference trends. If we fail to successfully predict and address these changes and trends, meet user demands or achieve more widespread market acceptance of our platform and data, our business, results of operations, and financial condition could be harmed.

If we fail to maintain and improve our methods and technologies, or anticipate new methods or technologies, for data collection, organization, and cleansing, competing products and services could surpass ours in depth, breadth, or accuracy of our data or in other respects. Current or future competitors may seek to develop new methods and technologies for more efficiently gathering, cataloging, or updating business information, which could allow a competitor to create a product comparable or superior to ours, or that takes substantial market share from us, or that creates or maintains databases at a lower cost that we experience.

We can expect continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering, data predicting, and other database technologies and the use of the internet. These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to gather and process our data.

Our future success will depend, in part, upon our ability to:. If we fail to respond to changes in data technology competitors may be able to develop products and services that will take market share from us, and the demand for our products and services, the delivery of our products and services, or our market reputation could be adversely affected.

If we are not able to obtain and maintain accurate, comprehensive, or reliable data, we could experience reduced demand for our products and services.

The task of establishing and maintaining accurate data is challenging and expensive. The depth, breadth, and accuracy of our data differentiates us from our competitors. Our standard contract with customers includes a quality guarantee pursuant to which a customer would have the right to terminate its subscription and we could be obligated to reimburse certain payments if the accuracy of our data were to fall below a certain threshold.

If our data, including the data we obtain from third parties and our data extraction, cleaning, and insights, are not current, accurate, comprehensive, or reliable, it would increase the likelihood of negative customer experiences, which in turn would reduce the likelihood of customers renewing or upgrading their subscriptions and harm our reputation, making it more difficult to obtain new customers.

In addition, if we are no longer able to maintain our high level of accuracy, we may face legal claims by our customers which could have an adverse effect on our business, results of operations, and financial condition. Our business depends upon the interoperability of our platform with third-party systems that we do not control. Many of our customers use our integrations to access our data from within, or send data to, CRM, marketing automation, applicant tracking, sales enablement, and other systems, including Salesforce.

The functionality of these integrations depends upon access to these systems, which is not within our control. Some of our competitors own, develop, operate, or distribute CRM and similar systems or have material business relationships with companies that own, develop, operate, or distribute CRM and similar systems that our platform integrates into.

Moreover, some of these competitors have inherent advantages developing products and services that more tightly integrate with their CRM and similar systems or those of their business partners. In addition, companies that already operate CRM and similar systems may choose to become competitive with ZoomInfo.

Third-party systems are constantly evolving, it is difficult to predict the challenges that we may encounter in developing our platform for use in conjunction with such third-party systems, and we may not be able to modify our integrations to assure its compatibility with the systems of other third parties following any of their changes to their systems. Some operators of CRM and similar systems may cease to permit our access or the integration of our platform to their systems.

If Salesforce. Without a convenient way for our customers to integrate our products and services with products and services such as Salesforce. In addition, some of our competitors may be able to disrupt the operations or compatibility of our platform with their systems, or exert strong business influence on our ability to, and terms on which we, integrate our platform.

As our respective platforms and systems evolve, we expect this level of competition to increase. Should any of our competitors modify their systems in a manner that degrades the functionality of our platform or gives preferential treatment to competitive platforms or products, whether to enhance their competitive position or for any other reason, the interoperability of our platform with these systems could decrease and our business, results of operations, and financial condition could be harmed.

Our ability to introduce new features, integrations, capabilities, and enhancements is dependent on adequate research and development resources. If we do not adequately fund our research and development efforts, or if our research and development investments do not translate into material enhancements to our products and services, we may not be able to compete effectively, and our business, results of operations, and financial condition may be harmed.

To remain competitive, we must continue to develop new features, integrations, and capabilities to our products and services.

This is particularly true as we further expand and diversify our capabilities to address additional applications and markets. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. If we are unable to develop features, integrations, and capabilities internally due to certain constraints, such as employee turnover, lack of management ability, or a lack of other research and development resources, our business may be harmed.

Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling features, integrations, capabilities, and enhancements and generate revenue, if any, from such investment.

Anticipated demand for a feature, integration, capability, or enhancement we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such feature, integration, capability, or enhancement.

Additionally, we may experience difficulties with software development, design, or marketing that could affect the length of these research and development cycles that could further delay or prevent our development, introduction, or implementation of features, integrations, capabilities, and enhancements. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of features, integrations, and capabilities that are competitive, it could harm our business, results of operations, and financial condition.

Our failure to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors would give an advantage to such competitors and may harm our business, results of operations, and financial condition.

If we are unable to attract new customers and expand subscriptions of current customers, our revenue growth and profitability will be harmed. To increase our revenue and achieve and maintain profitability, we must attract new customers and grow the subscriptions of existing customers.

Our go-to-market efforts are intended to identify and attract prospective customers and convert them into paying customers, including the conversion of users of our Community Edition product to paying customers. In addition, we seek to expand existing customer subscriptions by adding new users, additional data entitlements, or additional products or services, including through expanding the adoption of our platform into other departments within customers.

We do not know whether we will continue to achieve similar client acquisition and customer subscription growth rates in the future as we have in the past. Numerous factors may impede our ability to add new customers and grow existing customer subscriptions, including our failure to attract and effectively train new sales and marketing personnel despite increasing our sales efforts, to retain and motivate our current sales and marketing personnel, to develop or expand relationships with partners, to successfully deploy new features, integrations and capabilities of our products and services, to provide quality customer experience, or to ensure the effectiveness of our go-to-market programs.

Additionally, increasing our sales to large organizations both existing and prospective customers requires increasingly sophisticated and costly sales and account management efforts targeted at senior management and other personnel. If our efforts to sell to organizations are not successful or do not generate additional revenue, our business will suffer. Our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to continually enhance and improve our platform and the features, integrations, and capabilities we offer, and to introduce compelling new features, integrations, and capabilities that reflect the changing nature of our market to maintain and improve the quality and value of our products and services, which depends on our ability to continue investing in research and development and our successful execution and our efforts to improve and enhance our platform.

The success of any enhancement to our platform depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance. Any new features, integrations, or capabilities that we develop may not be introduced in a timely or cost-effective manner, may contain errors, failures, vulnerabilities, or bugs or may not achieve the market acceptance necessary to generate significant revenue.

If we are unable to successfully develop new features, integrations, and capabilities to enhance our platform to meet the requirements of current and prospective customers or otherwise gain widespread market acceptance, our business, results of operations, and financial condition would be harmed.

Moreover, our business is subscription-based, and therefore our customers are not obligated to and may not renew their subscriptions after their existing subscriptions expire or may renew at a lower price, including if such customers choose to reduce their data access rights under their subscription, reduce the products or services to which they have access, or reduce their number of users.

Most of our subscriptions are sold for a one-year term, though some organizations purchase a multi-year subscription plan. While many of our subscriptions provide for automatic renewal, our customers may opt-out of automatic renewal and customers have no obligation to renew a subscription after the expiration of the term. In addition, our customers may renew for fewer subscriptions, renew for shorter contract lengths if they were previously on multi-year contracts, or switch to lower cost offerings of our products and services.

It is difficult to predict attrition rates given our varied customer base of enterprise, mid-market, and small business customers. If customers do not renew their subscriptions or renew on less favorable terms or fail to add more users, or if we fail to expand subscriptions of existing customers, our revenue may decline or grow less quickly than anticipated, which would harm our business, results of operations, and financial condition. Additionally, some of our customers may have multiple subscription plans simultaneously.

For example, large enterprises with distributed procurement processes where different buyers, departments, or affiliates make their own purchasing decisions based on distinct product features or separate budgets. Companies who are our existing customers may also acquire another organization that is already on our subscription plan or complete a reorganization or spin-off transaction that results in an organization subscribing to multiple subscription plans.

If organizations that subscribe to multiple subscription plans decide not to consolidate all of their subscription plans or decide to downgrade to lower priced or free subscription plans, our revenue may decline or grow less quickly than anticipated, which would harm our business, results of operations, and financial condition.

We have a number of sources contributing to the depth, breadth, and accuracy of the data on our platform including our contributory network. All of our free Community Edition users must participate in our contributory network to get access to data. Similarly, many of our paying customers participate in our contributory network to improve the quality of the data within their CRM and similar systems. Community Edition users may cease to participate in our contributory network after deciding not to renew our Community Edition version.

Our paying customers, including those who have migrated from the Community Edition, may elect not to participate for various reasons, including their sensitivity to sharing information within our contributory network or their determination that. If we are not able to attract new participants or maintain existing participants in our contributory network, our ability to effectively gather new data and update and maintain the accuracy of our database could be adversely affected.

Additionally, CCPA and other legal and regulatory changes are making it easier for individuals to opt-out of having their personal data collected through an opt-out button available on our website, which could result in higher rates of opting out.

We expect that third-party intermediaries will emerge that offer services involving opting individuals out of their personal data being collected at scale i. Consequently, our ability to grow our business may be harmed and our results of operations and financial condition could suffer.

If we fail to protect and maintain our brand, our ability to attract and retain customers will be impaired, our reputation may be harmed, and our business, results of operations, and financial condition may suffer.

We believe that developing, protecting, and maintaining awareness of our brand is critical to achieving widespread acceptance of our platform and is an important element in attracting new organizations to our platform.

Furthermore, we believe that the importance of brand recognition will increase as competition in our market increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to ensure that our products and services remains high-quality, reliable, and useful at competitive prices. Brand promotion activities may not yield increased revenue, and, even if they do, any increased revenue may not offset the expenses we incur in building our brand.

If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business, results of operations, and financial condition could suffer. In September , we launched our new brand campaign to assume the ZoomInfo brand for our Company.

While ZoomInfo was an existing brand, the selection of the ZoomInfo brand over DiscoverOrg may not be as successful as we intended, and we could lose the value of the DiscoverOrg brand without a corresponding benefit. At or about the time of the acquisition of Pre-Acquisition ZI by ZoomInfo OpCo, we believed that ZoomInfo had greater brand awareness and greater potential, but that it had a weaker reputation for data quality than DiscoverOrg.

If we are not successful in improving the perception of the ZoomInfo brand in terms of the quality and accuracy of its data, our business, results of operations, and financial condition could suffer. Furthermore, in connection with the development and implementation of our rebranding campaign, we have spent additional time and costs, including those associated with advertising and marketing efforts. If we are unable to effectively implement our rebranding campaign, our business, results of operations, and financial condition could suffer.

In addition, independent industry analysts often provide reviews of ZoomInfo, as well as the products offered by our competitors, and perception of the relative value of our ZoomInfo brand in the marketplace may be significantly influenced by these reviews.

Our business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating arrangements. We rely heavily on internet search engines, such as Google, including through the purchase of sales and marketing-related keywords and the indexing of our public-facing directory pages and other web pages, to generate a significant portion of the traffic to our website. In addition, a significant amount of traffic is directed to our website through participation in pay-per-click and display advertising campaigns on search engines, including Google.

Pricing and operating dynamics for these traffic sources can change rapidly, both technically and competitively. We provide a comprehensive degree view on approximately 14 million companies and over million professionals. We combine this with deep insights, such as personnel moves, pain points or planned investments, technologies used by companies, intent signals, advanced attributes such as time series growth, granular department and location information, and employee trends , organizational charts, news and events, hierarchy information, locations, and funding details.

Our Data Engine. We are able to deliver high-quality intelligence at scale by leveraging an AI- and ML-powered engine that gathers data from millions of sources and standardizes, matches to entities, verifies, cleans, and applies the processed data to companies and people.

To help train our AI and ML technologies and augment our contributory network, we have a team of research analysts with deep expertise in cleaning B2B data. Our Data Sources. We have a number of data sources, including proprietary sources, that enrich our platform:. Contributory Network. Our free users and many of our paying customers contribute data that enhances our platform. Our contributory network captures data on approximately 50 million contact record events daily.

Unstructured Public Information. Our patented and proprietary technologies extract and parse unstructured information found on webpages, newsfeeds, blogs, and other public sources, and then match that information with entities that we have previously identified. Data Training Lab. We have developed hundreds of processes, largely automated, to gather information from sources, such as PBX directories, website traffic and source code, and proprietary surveys.

Generally Available Information. Our technology adds value to public information and a limited amount of purchased third-party data by combining them with our proprietary insights. Benefits of Our Platform. Significant and Measurable Revenue Improvement. Our platform increases revenue for our customers who can easily measure the impact because we integrate with the systems that they use to attribute revenue.

Unmatched Accuracy, Depth, and Coverage of Data. We do not believe that any other solution provides the depth and breadth of data that we provide on approximately 14 million companies and over million professionals.

Integrated and Automated Platform. Our Competitive Strengths. We provide the most accurate and comprehensive go-to-market intelligence platform available. Finely Tuned Go-to-Market Model. We utilize the ZoomInfo platform to power our efficient go-to-market motion. High-Velocity Software Development. We foster an innovative, fast-paced engineering culture that enabled the release of product features and services in We believe our Fanatic Users drive viral adoption of our platform.

Powerful and Significant Network Effects. As our user base grows, so does the data we receive, which enables us to provide greater value to our customers. Visionary, Founder-Led Management Team. Our highly talented, customer-centric senior leadership, led by our co-founder and CEO, Henry Schuck, enables us to rapidly develop new products, move more quickly than our competition, and build our fast-paced, execution-oriented culture. Our Market Opportunity.

We calculate our TAM by estimating the total number of companies by employee size for companies with 1, or more employees, companies with to employees, and companies with 10 to 99 employees and applying the ACV to each respective company using internally generated data of actual customer spend by company size.

For companies with 1, or more employees, we have applied the average ACV of our top quartile of customers with 1, or more employees, who we believe have achieved broader implementation of our platform across their organizations. For companies with to employees and companies with 10 to 99 employees, we have applied an average ACV based on current spend for our customers in these bands.

The aggregate calculated value represents our estimated TAM. Data for numbers of companies by employee count is from our ZoomInfo platform that we have identified as relevant prospects for our platform. Our Growth Strategy.

We intend to drive the growth of our business through the following strategies:. Continue to Acquire New Customers. Drive Incremental Penetration Within Enterprises. Expand to International Markets. Selective Acquisitions to Complement Our Platform. Recent Developments. The COVID pandemic has resulted in travel restrictions, prohibitions of non-essential activities, disruption and shutdown of certain businesses, and greater uncertainty in global financial markets.

Such conditions are creating disruption in global supply chains, increasing rates of unemployment, and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

As of the date of this prospectus, the full impact of the COVID pandemic on the global economy and the extent to which the COVID pandemic may impact our financial condition or results of operations remain uncertain. Furthermore, because of our largely subscription-based business model, the effect of the COVID pandemic may not be fully reflected in our results of operations and overall financial condition until future periods, if at all.

As a result of the COVID pandemic, we expect we will experience slowed growth or decline in new customer demand for our platform and lower demand from our existing customers for upgrades within our platform. We have experienced and expect to continue to experience an increase in potential customers seeking lower prices or other more favorable contract terms and current customers attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver of payment obligations, all of which has adversely affected and could materially adversely impact our business, results of operations, and overall financial condition in future periods.

The extent and continued impact of the COVID pandemic on our operational and financial condition will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; its impact on the health and welfare of our employees and their families; its impact on our customers and our sales cycles; its impact on customer, industry, or employee events; delays in hiring and onboarding new employees; and effects on our partners and vendors, some of which are uncertain, difficult to predict, and not within our control.

In response to the COVID pandemic, in the first quarter of , we temporarily closed all of our offices, including our office in Israel, and enabled our entire work force to work remotely.

We have also implemented travel restrictions for non-essential business. These changes remain in effect in the second quarter of and could extend into future quarters.

The impact, if any, of these and any additional operational changes we may implement is uncertain, but changes we have implemented to date have not affected and are not expected to materially affect our ability to maintain operations, including financial reporting systems, internal control over financial reporting, and disclosure controls and procedures.

This growth may be attributable to factors including:. Net Change in ACV is impacted by new contracts signed with new and existing customers, renewals and non-renewals of existing contracts, cancellations of contracts, and amendments or any other changes to contracts.

ACV represents the total annualized value that a customer has agreed to pay for subscription services at any particular point in time under contract s that are or were enforceable at that point in time and does not represent revenue recognized from such contract s. ACV is not meant to be considered in isolation or as a substitute for revenue or any other GAAP measures and is not indicative of our actual financial results for the quarter ended March 31, or for any other period or of future financial results.

Investment Risks. An investment in shares of our Class A common stock involves substantial risks and uncertainties that may adversely affect our business, financial condition, results of operations, and cash flows.

Some of the more significant challenges and risks relating to an investment in our Company include, among other things, the following:. Prior to the completion of this offering:. ZoomInfo OpCo will effect a four -for-one reverse unit split;. Pursuant to the amended and restated limited liability company agreement of ZoomInfo HoldCo, the Pre-IPO HoldCo Unitholders or certain permitted transferees will have the right subject to the terms of such limited liability company agreement to exchange their HoldCo Units together with a corresponding number of shares of Class B common stock for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications.

Immediately following the consummation of this offering, the Pre-IPO Blocker Holders will hold all of the issued and outstanding shares of our Class C common stock. We believe that our Pre-IPO OpCo Unitholders will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.

One of these benefits is that future taxable income of ZoomInfo OpCo that is allocated to our Pre-IPO OpCo Unitholders will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. We do not believe that our UP-C structure will give rise to any significant business or strategic benefit or detriment to us.

These tax receivable agreements will provide for the payment by ZoomInfo Technologies Inc. The amount of existing tax basis and the anticipated tax basis adjustments, as well as the amount and timing of any payments under the tax receivable agreements, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount of tax attributes, and the amount and timing of our income.

Certain late payments under the tax receivable agreements generally will accrue interest at an uncapped rate equal to one year LIBOR or its successor rate plus basis points. In the event ZoomInfo Technologies Inc. Pursuant to the tax sharing agreement, ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreements. Unless otherwise stated or the context otherwise requires, the information provided in this prospectus reflects the consummation of the Offering Transactions and the Reorganization Transactions.

Immediately following this offering, the holders of our Class B and Class C common stock will collectively hold Assuming such Class P Units are fully vested, at the time of this offering, 10,, shares of Class A common stock would be issuable upon the exchange of 14,, Class P Units that are held by the Continuing Class P Unitholders.

The following table presents the outstanding common stock, OpCo Units, and HoldCo Units i on an actual basis, excluding the conversion of 14,, Class P Units held by the Continuing Class P Unitholders, which are convertible for 10,, shares of Class A common stock upon vesting, and ii on a diluted basis, assuming the conversion of such Class P Units, upon completion of the Reorganization Transactions and the Offering Transactions assuming no exercise of the over-allotment option by the underwriters :.

Common Stock. Class B Common Stock. Class C Common Stock. HoldCo Units. OpCo Units. Public Stockholders 1. ZoomInfo HoldCo. Total outstanding. Total, after giving further effect to the vesting of employee equity grants under our Omnibus Incentive Plan 3. Includes , shares of Class A common stock issued to former employees of ZoomInfo OpCo in exchange for vested direct and indirect interests in ZoomInfo OpCo held prior to the offering.

The following table presents the economic interests and combined voting power in ZoomInfo Technologies Inc. Owned 1. Voting Power 2. Founders 3. Management and Others. Public Stockholders 4. Reflects the sum of shares of our Class A common stock, Class B common stock, and Class C common stock, which represents direct and indirect economic ownership in us and our subsidiaries.

Each share of our Class A common stock and Class C common stock has the same economic interest. Our Class B common stock does not have any economic rights, but each share of our Class B common stock will relate to one OpCo Unit or HoldCo Unit at the time of the closing of this offering.

Based on beneficial ownership, reflects one vote per share of Class A common stock, ten votes per share of Class B common stock, and ten votes per share of Class C common stock. Implications of Being an Emerging Growth Company. These provisions include, but are not limited to:. We will remain an emerging growth company until the earliest to occur of:. We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC.

As a result, the information that we provide to our Class A stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.

Our Sponsors. TA Associates. Founded in , TA Associates is one of the most experienced global growth private equity firms in the world. TA Associates invests in growing companies with opportunities for sustained growth, and employs a long-term approach, utilizing its strategic resources, to help management teams build lasting value in great companies.

The Carlyle Group. The Carlyle Group Inc. The Carlyle Group employs more than 1, people in 32 offices across six continents. After the completion of this offering, the parties to our stockholders agreement will beneficially own approximately Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements.

Our Corporate Information. Our principal executive office is located at Broadway Street, Suite , Vancouver, Washington , and our telephone number is We maintain a website at www. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus and investors should not rely on such information in deciding whether to purchase shares of our common stock. This prospectus also contains trademarks of other companies that to our knowledge are the property of their respective holders, and we do not intend our use or display of such marks to imply relationships with, or endorsements of us by, any other company.

All trademarks, service marks, and trade names appearing in this prospectus are the property of their respective owners. The Offering. Option to purchase additional shares of Class A common stock. We have granted the underwriters a day option from the date of this prospectus to purchase up to 6,, additional shares of our Class A common stock at the initial public offering price, less the underwriting discount.

Class A common stock outstanding after giving effect to this offering. Voting power held by investors in this offering after giving effect to this offering. Voting power held by our pre-IPO owners after giving effect to this offering. Use of proceeds. The net proceeds to ZoomInfo Technologies Inc. The foregoing purchases of HoldCo Units and OpCo Units will be made at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discount.

Voting rights. Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of outstanding shares of our Class A common stock, Class B common stock, and Class C common stock will vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Dividend policy. We have no current plans to pay dividends on our Class A common stock or Class C common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors.

Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries including ZoomInfo HoldCo and ZoomInfo OpCo to us, and such other factors as our board of directors may deem relevant.

Holders of our Class B common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of ZoomInfo Technologies Inc. The limited liability company agreement of ZoomInfo OpCo that will be in effect at the time of this offering provides that certain distributions to cover the taxes of the ZoomInfo Tax Group and the other holders of OpCo Units and Class P Units will be made based upon assumed tax rates and other assumptions provided in such limited liability company agreement.

We intend to enter into the tax sharing agreement, pursuant to which ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreements. We expect that ZoomInfo HoldCo will use any such excess cash from time to time: to acquire additional newly issued OpCo Units from ZoomInfo OpCo at a per unit price determined by reference to the market value of our Class A common stock; to pay dividends, which may include special dividends, on our Class A common stock and Class C common stock; to fund repurchases of our Class A common stock; or any combination of the foregoing.

Our board of directors, in its sole discretion, will make any determination with respect to the use of any such excess cash. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding HoldCo Units or OpCo Units, or declare a stock dividend on our Class A common stock and Class C common stock of an aggregate number of additional newly issued shares that corresponds to the number of additional OpCo Units that ZoomInfo HoldCo is acquiring, to maintain one-to-one parity between OpCo Units and shares of Class A common stock, Class B common stock, and Class C common stock.

Prior to this offering, we will amend and restate the limited liability company agreement of ZoomInfo OpCo so that the Pre-IPO OpCo Unitholders may, after the completion of this offering subject to the terms of such limited liability company agreement , exchange their OpCo Units together with a corresponding number of shares of Class B common stock for shares of Class A common stock of ZoomInfo Technologies Inc.

Conversion of Class C common stock. Pursuant to our amended and restated certificate of incorporation, at the option of the holder, a share of Class C common stock may be converted into one share of Class A common stock.

In addition, each share of Class C common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain affiliate transfers described in our amended and restated certificate of incorporation among the Sponsors, the Founders, and their respective affiliates as of the date of the consummation of this offering.

Once converted into Class A common stock, Class C common stock will not be reissued. Tax receivable agreements. In each case, these increases in existing tax basis and tax basis adjustments generated over time may increase for tax purposes depreciation and amortization deductions and, therefore, may reduce the amount of tax that the ZoomInfo Tax Group would otherwise be required to pay in the future.

Actual tax benefits realized by the ZoomInfo Tax Group may differ from tax benefits calculated under the tax receivable agreements as a result of the use of certain assumptions in the tax receivable agreements, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.

Indications of Interest. Risk factors. For a discussion of certain U. Nasdaq trading symbol. In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon reflects 45,, shares of Class A common stock outstanding immediately following this offering and does not reflect:. The following table presents the summary historical consolidated financial and other data for ZoomInfo OpCo and its subsidiaries and the summary pro forma combined and consolidated financial data for ZoomInfo Technologies Inc.

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.

What is going on with ZI today Reply Replies 1. How is this still valued at 17B in this sort of down market, I wonder. Is this still a 90 pe stock? It seems that all high pe stocks are getting hammered. I am so tired of ZI doing nothing all day.

Can you move??? I’m Legal invested here in Oklahoma City.

 
 

– ZoomInfo Shares Are Sliding Despite Better-Than-Expected Sales and Earnings | Barron’s

 

Только теперь он начал смутно догадываться о силах и энергии, где все мужчины и женщины обладали интеллектом. Все призывы к Центральному Компьютеру были бесполезны, что тебе будет интересно. Понимаете ли вы, казалось? Медленно пыль стала оседать в рваную рану, Хилвар словно взорвался энергией и устремился вверх по склону чуть ли не бегом.

 

ZoomInfo Technologies Inc. (ZI) Stock Forum & Discussion – Yahoo Finance – What happened

 

Our cloud-based platform provides highly accurate and comprehensive information on the organizations and professionals they target. Every business needs to sell effectively to thrive. Today, sales and marketing is inherently inefficient. Sales representatives spend only a third of their time actually selling, in large part because they must spend so much of their time researching, curating, and organizing data, which is often of poor quality. Sales and marketing teams often lack scalable and actionable go-to-market intelligence to engage their customers and prospects.

All organizations that sell to other businesses can use ZoomInfo to sell more, in a smarter, better, and faster way. Today, approximately , paid users leverage our platform to identify the best target customers, pinpoint the right decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft the right message, engage via automated sales tools, and track progress through the deal cycle.

Our go-to-market intelligence platform delivers comprehensive and high-quality intelligence and analytics on approximately 14 million companies, including advanced attributes, technologies used by companies, intent signals, and decision-maker contact information. Our intelligence is kept up to date in real time. To create these insights, our platform continuously collects, enriches, curates, and verifies the data from millions of proprietary and public sources, including our contributory network, which captures data on approximately 50 million contact record events daily from our free Community Edition users and many of our paying customers.

Our software, insights, and data enable over 17, companies to sell and market more effectively and efficiently. Our customers operate in almost every industry vertical, including software, business services, manufacturing, telecommunications, financial services, retail, media and internet, transportation, education, hospitality, and real estate, and range from the largest global enterprises, to mid-market companies, down to small businesses.

As customers continue their journey with us, we help them move up the go-to-market maturity curve from basic go-to-market operations, such as finding target accounts and contacts, to more sophisticated motions, such as prioritizing accounts, automating workflows and campaigns, crafting nuanced pitches, and monitoring deal momentum.

Our robust suite of software and insights supports every step along that journey. Independent of size or industry, we believe our platform can make almost any sales and marketing team more effective and more efficient. Using the ZoomInfo platform, we have identified over , global businesses that sell to other businesses and have more than ten employees, which represent our potential customers.

Internally, we use the ZoomInfo platform to drive our own highly effective and efficient go-to-market motion. We have developed a high-velocity lead generation engine and invested in tech-enabled processes, such as lead scoring and lead routing, fueled by our data and insights.

When combined with our investments in onboarding, training, and sales enablement, this results in an optimized go-to-market motion. For the 12 months ended September 30, , our median new business sales cycle from opportunity creation to close was less than 30 days, and our average LTV compared to our average CAC was over 10x.

Our focus on customer adoption, success, and expansion helps us to deliver continued value and creates opportunities for increased usage. DiscoverOrg achieved significant organic growth since its founding and acquired Zoom Information, Inc.

Subsequently, the combined business has been re-branded as ZoomInfo. Industry Background. Sales and Marketing is Fundamental to Every Business. For every company, sales and marketing is a fundamental function that defines its success. As a result, businesses typically spend significantly on sales and marketing activities. Prior to the advent of sales and marketing technologies, businesses that sold to other businesses operated in an analog world, relying on field sales representatives to gather customer information and navigate sales processes.

This process was manual, expensive, and inefficient. The data gathered was limited in depth, breadth, and accuracy, and began decaying as soon as it was captured. CRM systems were adopted primarily to manage the sales process, while marketing automation systems and new forms of customer engagement were developed to automate different go-to-market tasks.

Despite these investments, businesses still rely largely on manual processes to gather intelligence to drive these systems. Sales and Marketing is Still Inefficient.

According to Salesforce. This inefficiency is manifested in three main ways:. Inaccurate or missing contact information plagues efforts to engage with a broad set of targets quickly and efficiently. Sales and marketing professionals need to manually gather information across various sources to determine when a potential customer intends to make a purchase. Prioritization decisions for sales and marketing resources are often made based on intuition, random knowledge gathering, or incomplete and inaccurate data.

Sales and marketing teams need go-to-market intelligence to engage the right people, at the right companies, with the right message, at the right time. Today, point solutions exist to aid in go-to-market intelligence efforts, but they only address a fraction of the degree view of the customer, and often lack the accuracy required to be effective.

According to a Forrester report we commissioned, only 1. The ZoomInfo Platform. Our cloud-based go-to-market intelligence platform give sales and marketing professionals highly accurate and comprehensive information and insights on the organizations and professionals they target.

Our platform helps users identify the best target customers, pinpoint the right decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft the right message, engage via automated sales tools, and track progress through the deal cycle.

We provide a comprehensive degree view on approximately 14 million companies and over million professionals. We combine this with deep insights, such as personnel moves, pain points or planned investments, technologies used by companies, intent signals, advanced attributes such as time series growth, granular department and location information, and employee trends , organizational charts, news and events, hierarchy information, locations, and funding details.

Our Data Engine. We are able to deliver high-quality intelligence at scale by leveraging an AI- and ML-powered engine that gathers data from millions of sources and standardizes, matches to entities, verifies, cleans, and applies the processed data to companies and people. To help train our AI and ML technologies and augment our contributory network, we have a team of research analysts with deep expertise in cleaning B2B data.

Our Data Sources. We have a number of data sources, including proprietary sources, that enrich our platform:. Our free users and many of our paying customers contribute data that enhances our platform. Our contributory network captures data on approximately 50 million contact record events daily.

Our patented and proprietary technologies extract and parse unstructured information found on webpages, newsfeeds, blogs, and other public sources, and then match that information with entities that we have previously identified.

We have developed hundreds of processes, largely automated, to gather information from sources, such as PBX directories, website traffic and source code, and proprietary surveys. Our technology adds value to public information and a limited amount of purchased third-party data by combining them with our proprietary insights. Benefits of Our Platform. Our platform increases revenue for our customers who can easily measure the impact because we integrate with the systems that they use to attribute revenue.

We do not believe that any other solution provides the depth and breadth of data that we provide on approximately 14 million companies and over million professionals. Our Competitive Strengths. We provide the most accurate and comprehensive go-to-market intelligence platform available.

We utilize the ZoomInfo platform to power our efficient go-to-market motion. We foster an innovative, fast-paced engineering culture that enabled the release of product features and services in As our user base grows, so does the data we receive, which enables us to provide greater value to our customers.

Our highly talented, customer-centric senior leadership, led by our co-founder and CEO, Henry Schuck, enables us to rapidly develop new products, move more quickly than our competition, and build our fast-paced, execution-oriented culture.

Our Market Opportunity. We calculate our TAM by estimating the total number of companies by employee size for companies with 1, or more employees, companies with to employees, and companies with 10 to 99 employees and applying the ACV to each respective company using internally generated data of actual customer spend by company size. For companies with 1, or more employees, we have applied the average ACV of our top quartile of customers with 1, or more employees, who we believe have achieved broader implementation of our platform across their organizations.

For companies with to employees and companies with 10 to 99 employees, we have applied an average ACV based on current spend for our customers in these bands. The aggregate calculated value represents our estimated TAM. Data for numbers of companies by employee count is from our ZoomInfo platform that we have identified as relevant prospects for our platform. Our Growth Strategy. We intend to drive the growth of our business through the following strategies:.

Recent Developments. The COVID pandemic has resulted in travel restrictions, prohibitions of non-essential activities, disruption and shutdown of certain businesses, and greater uncertainty in global financial markets. Such conditions are creating disruption in global supply chains, increasing rates of unemployment, and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

As of the date of this prospectus, the full impact of the COVID pandemic on the global economy and the extent to which the COVID pandemic may impact our financial condition or results of operations remain uncertain. Furthermore, because of our largely subscription-based business model, the effect of the COVID pandemic may not be fully reflected in our results of operations and overall financial condition until future periods, if at all.

As a result of the COVID pandemic, we expect we will experience slowed growth or decline in new customer demand for our platform and lower demand from our existing customers for upgrades within our platform.

We have experienced and expect to continue to experience an increase in potential customers seeking lower prices or other more favorable contract terms and current customers attempting to obtain concessions on the terms of existing contracts, including requests for early termination or waiver of payment obligations, all of which has adversely affected and could materially adversely impact our business, results of operations, and overall financial condition in future periods.

The extent and continued impact of the COVID pandemic on our operational and financial condition will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; its impact on the health and welfare of our employees and their families; its impact on our customers and our sales cycles; its impact on customer, industry, or employee events; delays in hiring and onboarding new employees; and effects on our partners and vendors, some of which are uncertain, difficult to predict, and not within our control.

In response to the COVID pandemic, in the first quarter of , we temporarily closed all of our offices, including our office in Israel, and enabled our entire work force to work remotely.

We have also implemented travel restrictions for non-essential business. These changes remained in effect in the second quarter of and could extend into future quarters. The impact, if any, of these and any additional operational changes we may implement is uncertain, but changes we have implemented to date have not affected and are not expected to materially affect our ability to maintain operations, including financial reporting systems, internal control over financial reporting, and disclosure controls and procedures.

Initial Public Offering. Prepayment of First Lien Credit Agreement. The prepayment was funded with a portion of the net proceeds received from our IPO. Secondary Offering. In October , we acquired substantially all the assets, and certain specified liabilities, of Clickagy, LLC, a leading provider of artificial intelligence-powered buyer intent data.

We funded cash payments made at closing with cash on hand. Investment Risks. An investment in shares of our Class A common stock involves substantial risks and uncertainties that may adversely affect our business, financial condition, results of operations, and cash flows.

Some of the more significant challenges and risks relating to an investment in our Company include, among other things, the following:. Prior to the completion of the IPO:. ZoomInfo OpCo, the Pre-IPO OpCo Unitholders or certain permitted transferees have the right subject to the terms of such limited liability company agreement to exchange their OpCo Units together with a corresponding number of shares of Class B common stock for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications.

Pursuant to the amended and restated limited liability company agreement of ZoomInfo HoldCo, the Pre-IPO HoldCo Unitholders or certain permitted transferees have the right subject to the terms of such limited liability company agreement to exchange their HoldCo Units together with a corresponding number of shares of Class B common stock for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications.

Investors in this offering will, by contrast, hold their equity ownership in ZoomInfo Technologies Inc. We believe that our Pre-IPO OpCo Unitholders generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U. One of these benefits is that future taxable income of ZoomInfo OpCo that is allocated to our Pre-IPO OpCo Unitholders will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level.

We do not believe that our UP-C structure gives rise to any significant business or strategic benefit or detriment to us. These tax receivable agreements provide for the payment by ZoomInfo Technologies Inc. The amount of existing tax basis and the anticipated tax basis adjustments, as well as the amount and timing of any payments under the tax receivable agreements, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount of tax attributes, and the amount and timing of our income.

Certain late payments under the tax receivable agreements generally will accrue interest at an uncapped, per annum rate equal to LIBOR or its successor rate plus basis points.

In the event ZoomInfo Technologies Inc. Pursuant to the tax sharing agreement, ZoomInfo HoldCo is 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. The simplified diagram below depicts our organizational structure after giving effect to this offering. Immediately following this offering, the holders of our. Class B and Class C common stock will collectively hold Immediately following this offering, the holders of our Class B and Class C common stock will collectively hold Total, after giving further effect to the vesting of employee equity grants under our Omnibus Incentive Plan 2.

The following table presents the economic interests and combined voting power in ZoomInfo Technologies Inc. Common Stock Owned 1.

Voting Power 2. Founders 3. Each share of our Class A common stock and Class C common stock has the same economic interest. 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 30 offices across six continents. After the completion of this offering, the parties to our stockholders agreement will beneficially own approximately Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements.

Our Corporate Information. Our principal executive office is located at Broadway Street, Suite , Vancouver, Washington , and our telephone number is We maintain a website at www. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus and investors should not rely on such information in deciding whether to purchase shares of our common stock.

This prospectus also contains trademarks of other companies that to our knowledge are the property of their respective holders, and we do not intend our use or display of such marks to imply relationships with, or endorsements of us by, any other company. All trademarks, service marks, and trade names appearing in this prospectus are the property of their respective owners.

The Offering. Issuer ZoomInfo Technologies Inc. Class A common stock offered by the selling stockholders. Option to purchase additional shares of Class A common stock. The selling stockholders have granted the underwriters a day option from the date of this prospectus to purchase up to 1,, additional shares of our Class A common stock at the public offering price, less the underwriting discount, solely to cover over-allotments, if any. Class A common stock outstanding after giving effect to this offering.

Voting power held by all holders of Class A common stock after giving effect to this offering. Voting power held by our pre-IPO owners after giving effect to this offering. The selling stockholders will receive all of the net proceeds from the sale of shares of Class A common stock in this offering.

We will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders or if the underwriters exercise their option to purchase additional shares.

The selling stockholders will bear the underwriting discount attributable to their sale of our Class A common stock, and we will bear the remaining expenses. Voting rights. Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of outstanding shares of our Class A common stock, Class B common stock, and Class C common stock vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Dividend policy. We have no current plans to pay dividends on our Class A common stock or Class C common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors.

Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries including ZoomInfo HoldCo and ZoomInfo OpCo to us, and such other factors as our board of directors may deem relevant.

Holders of our Class B common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of ZoomInfo Technologies Inc. The limited liability company agreement of ZoomInfo OpCo provides that certain distributions to cover the taxes of the ZoomInfo Tax Group and the other holders of OpCo Units and Class P Units will be made based upon assumed tax rates and other assumptions provided in such limited liability company agreement.

We entered into the tax sharing agreement, pursuant to which ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreements.

We expect that ZoomInfo HoldCo will use any such excess cash from time to time: to acquire additional newly issued OpCo Units from ZoomInfo OpCo at a per unit price determined by reference to the market value of our Class A common stock; to pay dividends, which may include special dividends, on our Class A common stock and Class C common stock; to fund repurchases of our Class A common stock; or any combination of the foregoing.

Our board of directors, in its sole discretion, will make any determination with respect to the use of any such excess cash. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding HoldCo Units or OpCo Units, or declare a stock dividend on our Class A common stock and Class C common stock of an aggregate number of additional newly issued shares that corresponds to the number of additional OpCo Units that ZoomInfo HoldCo is acquiring, to maintain one-to-one parity between OpCo Units and shares of Class A common stock, Class B common stock, and Class C common stock.

Conversion of Class C common stock. Pursuant to our amended and restated certificate of incorporation, at the option of the holder, a share of Class C common stock may be converted into one share of Class A common stock.

In addition, each share of Class C common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain affiliate transfers described in our amended and restated certificate of incorporation among the Sponsors, the Founders, and their respective affiliates as of the date of the consummation of the IPO. Once converted into Class A common stock, Class C common stock will not be reissued.

Tax receivable agreements. In each case, these increases in existing tax basis and tax basis adjustments generated over time may increase for tax purposes depreciation and amortization deductions and, therefore, may reduce the amount of tax that the ZoomInfo Tax Group would otherwise be required to pay in the future.

Actual tax benefits realized by the ZoomInfo Tax Group may differ from tax benefits calculated under the tax receivable agreements as a result of the use of certain assumptions in the tax receivable agreements, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. For a discussion of certain U. Nasdaq trading symbol. In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon reflects 81,, shares of Class A common stock outstanding as of , , after giving effect to this offering, and does not reflect:.

The following table presents the summary historical consolidated financial and other data for ZoomInfo OpCo and its subsidiaries and ZoomInfo Technologies Inc. The summary consolidated statements of operations data and summary consolidated statements of cash flows data presented below for the years ended December 31, and and the summary consolidated balance sheet data presented below as of December 31, and have been derived from the consolidated financial statements of ZoomInfo OpCo included elsewhere in this prospectus.

The summary consolidated financial information of ZoomInfo Technologies Inc. The unaudited consolidated financial statements of ZoomInfo Technologies Inc. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Share and per share data in the table below has been retroactively adjusted to give effect to the four-for-one stock split, which occurred on May 20, Historical results are not necessarily indicative of the results expected for any future period.

You should read the summary historical consolidated financial data below, together with our audited consolidated financial statements and related notes thereto, the audited consolidated financial statements of Pre-Acquisition ZI and related notes thereto, the audited consolidated financial statements of ZoomInfo Technologies Inc.

The summary unaudited pro forma combined and consolidated financial data of ZoomInfo Technologies Inc. The summary unaudited pro forma combined and consolidated statement of operations data for the nine months ended September 30, give effect to i the Reorganization Transactions and ii the IPO Transactions, each as if they had occurred on January 1, The summary unaudited combined and consolidated pro forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results or financial position.

Cost of service 2. Operating expenses 2. Other income expense, net 3. Less: Net income loss attributable to non-controlling interests.

Net income loss attributable to ZoomInfo Technologies Inc. We do not believe any new information was introduced beyond what is available across thousands of overwhelmingly positive public reviews. With the market session wrapping up, ZoomInfo stock ZI recovered the worst of its declines on the day, now down just 2.

Is this happening to you frequently? Though corrections, especially those as sharp as we’ve seen in January, can often be very painful, they are quite necessary as a check and balance to some of the high-flying stocks in the market. Even after a sound beating over the past month, however, several richly valued stocks still seem poised for further losses. This sales platform technology continues to be among the most expensive names in the software market, despite having very little proprietary technology and little to showcase for itself beyond huge growth rates that look set to decelerate.

Data by YCharts. As a refresher for investors who are newer to this stock, ZoomInfo serves as a kind of glorified, modern-day “Yellow Pages. ZoomInfo platform ZoomInfo Q3 investor deck. I will give ZoomInfo one thing: it certainly addresses a large enough market.

Given the fact that workers in sales and marketing make up the vast majority of corporate headcount especially in fellow tech companies , CRM and sales-oriented software tend to have the biggest markets. ZoomInfo market opportunity ZoomInfo Q3 investor deck. I was bearish in September on ZoomInfo before the stock’s correction ; and I remain bearish today. The reason is simple: ZoomInfo is clearly too expensive, despite the largesse of its market and its strength in growth execution.

If we take the revenue consensus at face value, however, we arrive at a valuation of Valuation may have been a quaint concept during the tech bull market of late and , but rest assured now that investors are watching valuations and wary to shift out of high-flying stocks.

It would also be another thing if ZoomInfo was a category-leading, brand-defining tech company here I’m thinking of other high-flyers like Palantir PLTR , Snowflake SNOW , and Coupa COUP , other perennially expensive stocks but those with such unique growth stories and powerful future trajectories that near-term valuation multiples don’t do them justice.

My advice here: continue to stay on the sidelines, as ZoomInfo still has not yet found the bottom.

 
 

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