10-K/A: ZoomInfo Files Amended 10-K to Correct Controls and Procedures Disclosure
Form 10-K/A Amendment
ZoomInfo Technologies Inc. filed an amendment to its 2023 annual report to correct an omission regarding the effectiveness of disclosure controls and procedures.
Summary
- ZoomInfo Technologies Inc. filed Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2023.
- The amendment corrects Part II, Item 9A of the original filing, which inadvertently omitted a statement disclosing the conclusions of the company's principal executive officer and principal financial officer regarding the effectiveness of the company's disclosure controls and procedures as of December 31, 2023.
- The company's principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of December 31, 2023.
- Management has assessed and concluded that the company's internal control over financial reporting was effective as of December 31, 2023.
- KPMG LLP audited the effectiveness of the company's internal control over financial reporting as of December 31, 2023.
- There were no changes to the company's internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
Sentiment
Score: 7
Explanation: The sentiment is neutral to slightly positive. The filing corrects an omission and reaffirms the effectiveness of internal controls, which is a positive sign for investors. However, the need for an amendment introduces a minor negative aspect.
Positives
- The company's disclosure controls and procedures were deemed effective as of December 31, 2023.
- The company's internal control over financial reporting was deemed effective as of December 31, 2023.
- There were no material changes to internal control over financial reporting during the quarter ended December 31, 2023.
Negatives
- The original 10-K filing had an omission regarding the disclosure of the effectiveness of controls and procedures, necessitating the amendment.
Risks
- The inherent limitations of control systems mean that errors and fraud may occur and not be detected.
- Controls can be circumvented by individuals, collusion, or management override.
- The design of controls is based on assumptions about future events, and there is no guarantee that the design will succeed under all potential future conditions.
Future Outlook
The amendment does not provide any forward-looking statements or guidance beyond the assessment of controls as of December 31, 2023.
Management Comments
- The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of December 31, 2023.
- Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023.
Industry Context
This type of filing is a standard regulatory procedure to ensure compliance with SEC requirements and maintain investor confidence in the accuracy of financial reporting.
Comparison to Industry Standards
- Companies like Salesforce, Oracle, and SAP are also required to file similar reports on their internal controls and procedures.
- The assessment of internal controls is based on the COSO framework, a widely accepted standard for internal control evaluation.
- The audit by KPMG LLP is a standard practice for large accelerated filers to ensure the reliability of their financial reporting.
Stakeholder Impact
- The amendment aims to ensure accurate and reliable financial reporting, which is crucial for maintaining investor confidence.
- Effective internal controls protect the interests of shareholders and other stakeholders by reducing the risk of financial misstatements.
Key Dates
| Date | Description |
|---|---|
| December 31, 2023 | Fiscal year ended; assessment date for disclosure controls and internal control over financial reporting. |
| February 15, 2024 | Original 2023 Form 10-K filing date. |
| December 20, 2024 | Date of amended certifications by the CEO and CFO. |
Keywords
Form 10-K/A, amendment, disclosure controls, internal control, financial reporting, ZoomInfo, Sarbanes-Oxley, certification
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