Earnings Per Share

6 Months Ended

Jun. 30, 2022

Note 13 - Earnings Per Share

For the periods in which we had multiple classes of stock participating in earnings, we use the two-class method in calculating earnings per share. Basic earnings per share of Class A and Class C common stock is computed by dividing net income attributable to ZoomInfo Technologies Inc. by the weighted-average number of shares of Class A and Class C common stock outstanding during the period. Diluted earnings per share of Class A and Class C common stock is computed by dividing net income attributable to ZoomInfo Technologies Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class C common stock outstanding, adjusted to give effect to potentially dilutive elements. As of the fourth quarter of 2021, as a result of the UP-C Corporate Structure and Multi-Class Voting Structure Elimination discussed in Note 1 - Organization and Background, the only remaining class of common stock issued and outstanding was the Class A common stock, and as such, the two-class method is not presented for subsequent periods. As previously discussed, in May 2022, following approval by the Company’s stockholders, the Company further amended and restated its Amended and Restated Certificate of Incorporation to eliminate the multiple classes of common stock and to rename the Company’s Class A common stock to “Common Stock.”

The following table sets forth reconciliations of the numerators and denominators used (in millions) to compute basic and diluted earnings (loss) per share of Class A and Class C (as applicable) common stock for the three and six months ended June 30, 2022 and 2021.


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net income (loss)	$	15.9	$	24.5	$	22.1	$	(9.4)
Add: Net (income) loss attributable to noncontrolling interests	—		(15.2)		—		21.9
Net income (loss) attributable to ZoomInfo Technologies Inc.	$	15.9	$	9.3	$	22.1	$	12.5

The following tables set forth the computation of basic and diluted net income per share of Class A and Class C (as applicable) common stock (in millions, except share and per share amounts):


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
	Common Stock		Common Stock

Basic net income (loss) per share attributable to common stockholders
Numerator:
Allocation of net income (loss) attributable to ZoomInfo Technologies Inc.	$	15.9	$	22.1
Denominator:
Weighted average number of shares of Common Stock outstanding	401,099,187		400,658,558
Basic net income (loss) per share attributable to common stockholders	$	0.04	$	0.06

Diluted net income (loss) per share attributable to common stockholders
Numerator:




Allocation of undistributed earnings	$	15.9	$	22.1
Denominator:
Number of shares used in basic computation	401,099,187		400,658,558
Add: weighted-average effect of dilutive securities exchangeable for Common Stock:



Restricted Stock Awards	1,910,328		2,293,963

Exercise of Common Stock Options	202,456		222,710
ESPP	9,772		4,886
Weighted average shares of Common Stock outstanding used to calculate diluted net income (loss) per share	403,221,743		403,180,117
Diluted net income (loss) per share attributable to common stockholders	$	0.04	$	0.05


	Three Months Ended June 30, 2021				Six Months Ended June 30, 2021
	Class A		Class C		Class A		Class C

Basic net income (loss) per share attributable to common stockholders
Numerator:
Allocation of net income (loss) attributable to ZoomInfo Technologies Inc.	$	5.4	$	3.9	$	6.9	$	5.6
Denominator:
Weighted average number of shares of Class A and Class C common stock outstanding	109,934,905		80,670,520		102,253,715		82,450,901
Basic net income (loss) per share attributable to common stockholders	$	0.05	$	0.05	$	0.07	$	0.07

Diluted net income (loss) per share attributable to common stockholders
Numerator:
Undistributed earnings for basic computation	$	5.4	$	3.9	$	6.9	$	5.6
Increase in earnings attributable to common shareholders upon conversion of potentially dilutive instruments	—		—		7.9		6.4
Reallocation of earnings as a result of conversion of potentially dilutive instruments	—		—		6.4		(6.4)
Reallocation of undistributed earnings as a result of conversion of Class C to Class A shares	3.9		—		5.6		—
Allocation of undistributed earnings	$	9.3	$	3.9	$	26.8	$	5.6
Denominator:
Number of shares used in basic computation	109,934,905		80,670,520		102,253,715		82,450,901
Add: weighted-average effect of dilutive securities exchangeable for Class A common stock:
OpCo Units	—		—		194,479,806		—
Class P Units	—		—		10,838,840		—
HSKB I Class 1 Units	—		—		7,579,542		—


HoldCo Units	1,401,741		—		1,427,229		—

Restricted Stock Units	229,905		—		258,705		—
LTIP Units	21,878		—		10,939		—
Exercise of Class A Common Stock Options	272,125		—		286,972		—
Conversion of Class C to Class A common shares outstanding	80,670,520		—		82,450,901		—
Weighted average shares of Class A and Class C common stock outstanding used to calculate diluted net income (loss) per share	192,531,074		80,670,520		399,586,649		82,450,901
Diluted net income (loss) per share attributable to common stockholders	$	0.05	$	0.05	$	0.07	$	0.07

Shares of the Company’s Class B common stock did not participate in the earnings or losses of ZoomInfo Technologies Inc. and were therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company's Class A common stock were renamed "Common Stock" effective May 23, 2022.

The following weighted-average potentially dilutive securities were evaluated under the treasury stock method for potentially dilutive effects and have been excluded from diluted net loss per share in the periods presented due to their anti-dilutive effect:


	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
OpCo Units	—	189,991,429	—	—
Class P Units	—	10,479,037	—	—
HSKB I Class 1 Units	—	6,661,067	—	—
HSKB II Class 1 Units	—	334,017	—	391,480
HSKB II Phantom Units	—	1,296,597	—	1,327,044


Restricted Stock Units	7,027,221	—	6,499,575	—



Total anti-dilutive securities	7,027,221	208,762,147	6,499,575	1,718,524