Business Combinations (Tables)

6 Months Ended

Jun. 30, 2020

Business Acquisition [Line Items]

Acquisition Date Fair Value of Consideration Transferred

The acquisition date fair value of the consideration transferred for Komiko was $8.5 million, comprised of the following (in millions):

Cash	$	8.3
Contingent earnout payments	0.2
Total purchase consideration	$	8.5

The acquisition date fair value of the consideration paid by the Company for Pre-Acquisition ZI was $760.1 million, including cash acquired of $12.1 million, and was comprised of the following (in millions):

Cash consideration	$	667.3
Liability for equity award settlement	25.2
Portion of replacement awards attributable to pre-acquisition service	27.9
Other purchase consideration liabilities	6.5
Deferred consideration	33.2
Total purchase consideration	$	760.1

Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions):

Developed technology	$	2.4
Unearned revenue	(0.2)
Total identifiable net assets acquired	2.2
Goodwill	6.3
Total consideration	8.5
Contingent earnout payments	(0.2)
Cash paid for acquisitions, net of cash acquired	$	8.3

The

following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions):

Cash, cash equivalents, and restricted cash	$	12.1
Accounts receivable	22.1
Prepaid expenses and other assets	4.2
Property and equipment	6.3
Operating lease right-of-use assets	28.6
Intangible assets	322.0
Accounts payable and other liabilities	(6.8)
Lease liabilities	(28.6)
Deferred tax liabilities	(80.1)
Unearned revenue	(34.5)
Total identifiable net assets acquired	245.3
Goodwill	514.8
Total consideration	760.1
Deferred consideration	(33.2)
Cash acquired	(12.1)
Cash paid for acquisitions, net of cash acquired	$	714.8

Components of Identifiable Indefinite-Lived Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired and the estimated useful lives as of the date of acquisition (in millions):

	Fair Value		Weighted Average Useful Life in Years
Brand portfolio	$	33.0	Indefinite
Developed technology	116.0		5.8
Customer relationships	173.0		15.0
Total intangible assets	$	322.0

Komiko | DiscoverOrg Holdings

Business Acquisition [Line Items]

Acquisition Date Fair Value of Consideration Transferred

The acquisition date fair value of the consideration transferred for Komiko was $8.5 million, comprised of the following (in millions):

Cash	$	8.3
Contingent earnout payments	0.2
Total purchase consideration	$	8.5

Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions):

Developed technology	$	2.4
Unearned revenue	(0.2)
Total identifiable net assets acquired	$	2.2
Goodwill	6.3
Total consideration	$	8.5
Contingent Earnout Payments	(0.2)
Cash paid for acquisitions	$	8.3

Pre-Acquisition ZI | DiscoverOrg Holdings

Business Acquisition [Line Items]

Acquisition Date Fair Value of Consideration Transferred

The acquisition date fair value of the consideration paid by the Company for Pre-Acquisition ZI was $760.1 million, including cash acquired of $12.1 million, and was comprised of the following (in millions):

Cash consideration	$	667.3
Liability for equity award settlement	25.2
Portion of replacement awards attributable to pre-acquisition service	27.9
Other purchase consideration liabilities	6.5
Deferred consideration	33.2
Total purchase consideration	$	760.1

Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions):

Cash, cash equivalents, and restricted cash	$	12.1
Accounts receivable	22.1
Prepaid expenses and other assets	4.2
Property and equipment	6.3
Operating lease right-of-use Assets	28.6
Intangible assets	322.0
Accounts payable and other liabilities	(6.8)
Lease liabilities	(28.6)
Deferred tax liabilities	(80.1)
Unearned revenue	(34.5)
Total identifiable net assets acquired	245.3
Goodwill	514.8
Total consideration	$	760.1
Deferred consideration	(33.2)
Cash acquired	(12.1)
Cash paid for acquisitions, net of cash acquired	$	714.8

Components of Identifiable Indefinite-Lived Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired and the estimated useful lives as of the date of acquisition (in millions):

	Fair Value		Weighted Average Useful Life
Brand portfolio	$	33.0	Indefinite
Developed technology	116.0		5.8 years
Customer relationships	173.0		15.0 years
Total intangible assets	$	322.0

Pro Forma Revenue and Earnings of Acquisition

The unaudited pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2018, are as follows:

	Revenue	Loss Before Income Taxes
Supplemental pro forma from January 1, 2019 to December 31, 2019	334.1	(48.0)
Supplemental pro forma from January 1, 2018 to December 31, 2018	205.6	(146.4)

NeverBounce | DiscoverOrg Holdings

Business Acquisition [Line Items]

Acquisition Date Fair Value of Consideration Transferred

The acquisition date fair value of the consideration transferred for NeverBounce was approximately $9.6 million, which was comprised of the following (in millions):

Cash	$	8.5
Contingent Earnout Payments	1.1
Total Purchase Consideration	$	9.6

Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed, as of the date of acquisition (in millions):

Fixed assets	$	0.1
Brand portfolio	0.2
Developed technology	2.3
Customer relationships	1.1
Accrued expenses & unearned revenue	(0.1)
Total identifiable net assets acquired	$	3.6
Goodwill	6.0
Total consideration, net of cash acquired	$	9.6

Components of Identifiable Indefinite-Lived Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired and the estimated useful lives as of the date of acquisition (in millions):

	Fair Value		Useful Life
Brand portfolio	$	0.2	7 years
Developed technology	2.3		7 years
Customer relationships	1.1		5 years