Consensus Cloud Solutions, Inc. 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Consensus Cloud Solutions, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheet of Consensus Cloud Solutions, Inc. and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of income, comprehensive income, stockholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. -50- Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Property and Equipment, net—Internal-Use Software Development Costs—Refer to Notes 2 and 7 to the financial statements Critical Audit Matter Description The Company develops software for internal use and capitalizes certain costs incurred in the application development phase of the internal-use software, records the related capitalized costs as internal-use software development costs in property and equipment, and amortizes these costs over the estimated lives of the internal-use software. Costs related to preliminary internal-use software project activities and post implementation activities are expensed as incurred. The determination of whether an internal-use software project’s development costs are capitalized or expensed require a higher degree of management judgment. We identified management’s determination of capitalized internal-use software development costs, including those in process, as a critical audit matter because of the judgment exercised by management in determining whether costs incurred on internal-use software development projects meet the capitalization criteria. The determination of costs to capitalize is subjective in nature requiring management judgment to determine if costs (1) related to an internal-use software project that entered the application development stage, (2) resulted in additional functionality, (3) the internal-use software project was probable of completion, and (4) the internal-use software would be used to perform the function intended. Our evaluation of management’s judgments and their determination of the project and related internal-use software development activities and related costs to be capitalized under the relevant accounting guidance, required subjective and higher degree of auditor judgment, and audit effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the assessment of the appropriateness of capitalized internal-use software development costs included the following, among others: • We obtained an understanding of management’s process for evaluating internal-use software development costs and the nature of the internal-use software development costs capitalized. • We tested the effectiveness of management’s controls over the identification and recording of costs incurred on internal-use software development projects to be capitalized. • We assessed management’s methodology utilized in calculating capitalized internal-use software development costs based on the allocation of capitalized labor costs. We selected a sample of internal-use software projects and performed audit procedures to agree capitalized labor costs to time records and made certain inquiries of project members to further assess the reasonableness of time allocated to the selected internal-use software projects. • We selected a sample of individual research and development costs incurred and evaluated whether such costs were properly capitalized as internal-use software or not based upon the nature and stage of work performed and whether the requisite capitalization criteria were met. • We conducted corroborative interviews with Company personnel involved in internal-use software development regarding the nature and functionality of costs incurred related to capitalized software projects. /s/ DELOITTE & TOUCHE LLP Los Angeles, California February 27, 2024 We have served as the Company's auditor since 2023. -51- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Consensus Cloud Solutions, Inc. Los Angeles, California Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Consensus Cloud Solutions, Inc. (the “Company”) as of December 31, 2022, the related consolidated statements of income, comprehensive income, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022 , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, LLP We served as the Company's auditor from 2014 through 2023. Los Angeles, California March 31, 2023 -52- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2023 and 2022 (In thousands, except share and per share data) 2023 2022 ASSETS Cash and cash equivalents $ 88,715 $ 94,164 Accounts receivable, net of allowances of $ 6,271 and $ 4,681 , respectively 26,342 28,029 Prepaid expenses and other current assets 10,191 14,335 Total current assets 125,248 136,528 Property and equipment, net 81,196 54,958 Operating lease right-of-use assets 6,766 7,875 Intangibles, net 44,990 49,156 Goodwill 348,822 346,585 Deferred income taxes 34,869 35,981 Other assets 5,364 2,816 TOTAL ASSETS $ 647,255 $ 633,899 LIABILITIES AND STOCKHOLDERS’ DEFICIT Accounts payable and accrued expenses $ 36,430 $ 41,246 Income taxes payable, current 2,224 2,548 Deferred revenue, current 22,041 24,579 Operating lease liabilities, current 2,038 2,793 Current portion of long-term debt 8,575 — Due to Former Parent 76 156 Total current liabilities 71,384 71,322 Long-term debt, net of current portion 725,405 793,865 Deferred revenue, noncurrent 2,270 2,319 Operating lease liabilities, noncurrent 13,212 13,877 Liability for uncertain tax positions 9,740 6,725 Deferred income taxes 1,098 728 Other long-term liabilities 268 324 TOTAL LIABILITIES 823,377 889,160 Commitments and contingencies (Note 11) Common stock, $ 0.01 par value. Authorized 120,000,000 ; total issued is 20,273,686 and 20,105,545 shares and total outstanding is 19,245,024 and 19,916,431 shares as of December 31, 2023 and December 31, 2022, respectively 203 201 Treasury stock, at cost ( 1,028,662 and 189,114 shares as of December 31, 2023 and December 31, 2022, respectively) ( 31,282 ) ( 7,596 ) Additional paid-in capital 41,247 21,650 Accumulated deficit ( 173,113 ) ( 250,408 ) Accumulated other comprehensive loss ( 13,177 ) ( 19,108 ) TOTAL STOCKHOLDERS’ DEFICIT ( 176,122 ) ( 255,261 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 647,255 $ 633,899 See Notes to Consolidated Financial Statements -53- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2023, 2022 and 2021 (In thousands, except share and per share data) 2023 2022 2021 Revenues $ 362,562 $ 362,422 $ 352,664 Cost of revenues (1) 68,319 61,951 58,000 Gross profit 294,243 300,471 294,664 Operating expenses: Sales and marketing (1) 65,084 64,413 53,648 Research, development and engineering (1) 7,727 10,018 7,652 General and administrative (1) 74,203 74,122 58,228 Total operating expenses 147,014 148,553 119,528 Income from operations 147,229 151,918 175,136 Interest expense ( 45,367 ) ( 51,423 ) ( 14,272 ) Interest income 3,715 — 60 Other (expense) income, net ( 2,413 ) ( 1,582 ) 160 Income before income taxes 103,164 98,913 161,084 Income tax expense 25,869 26,199 39,910 Income from continuing operations 77,295 72,714 121,174 Loss from discontinued operations, net of income tax (1) — — ( 12,173 ) Net income $ 77,295 $ 72,714 $ 109,001 Net income per common share from continuing operations: Basic $ 3.94 $ 3.65 $ 6.07 Diluted $ 3.94 $ 3.64 $ 6.04 Net loss per common share from discontinued operations: Basic $ — $ — $ ( 0.61 ) Diluted $ — $ — $ ( 0.61 ) Net income per common share Basic $ 3.94 $ 3.65 $ 5.46 Diluted $ 3.94 $ 3.64 $ 5.44 Weighted average shares outstanding: Basic 19,582,460 19,863,286 19,904,237 Diluted 19,600,952 19,953,785 19,986,889 (1) Includes share-based compensation expense as follows: Cost of revenues $ 1,400 $ 874 $ 72 Sales and marketing 1,679 988 92 Research, development and engineering 379 746 ( 19 ) General and administrative 14,705 17,447 1,711 Loss from discontinued operations, net of income tax — — 602 Total $ 18,163 $ 20,055 $ 2,458 See Notes to Consolidated Financial Statements -54- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended December 31, 2023, 2022 and 2021 (In thousands) 2023 2022 2021 Net income $ 77,295 $ 72,714 $ 109,001 Other comprehensive income (loss): Foreign currency translation adjustment 5,931 ( 2,251 ) ( 14,397 ) Other comprehensive income (loss) 5,931 ( 2,251 ) ( 14,397 ) Comprehensive income $ 83,226 $ 70,463 $ 94,604 See Notes to Consolidated Financial Statements -55- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2023, 2022 and 2021 (In thousands) 2023 2022 2021 Cash flows from operating activities: Net income $ 77,295 $ 72,714 $ 109,001 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,421 15,302 51,811 Amortization of financing costs and discounts 2,048 1,889 442 Non-cash operating lease costs 1,652 1,332 4,396 Share-based compensation 18,163 20,055 2,458 Provision for doubtful accounts 5,897 1,157 7,194 Deferred income taxes 2,428 ( 1,653 ) 7,155 Gain on extinguishment of debt ( 4,795 ) — — Loss on sale of businesses — — 21,797 Lease asset impairments and other charges — — 9,149 Changes in fair value of contingent consideration — — 642 Foreign currency remeasurement loss — — 181 Goodwill impairment on business — — 32,629 Other 32 — — Decrease (increase) in: Accounts receivable ( 4,159 ) ( 2,908 ) ( 2,788 ) Prepaid expenses and other current assets 4,088 ( 9,489 ) ( 12,049 ) Other assets 1,452 ( 1,944 ) ( 3,259 ) Increase (decrease) in: Accounts payable and accrued expenses ( 5,542 ) ( 940 ) 5,831 Income taxes payable ( 231 ) ( 2,797 ) ( 230 ) Deferred revenue ( 2,547 ) ( 2,203 ) ( 1,797 ) Operating lease liabilities ( 2,044 ) ( 1,677 ) ( 5,197 ) Liability for uncertain tax positions 3,015 1,930 ( 1,730 ) Other long-term liabilities ( 60 ) ( 7,619 ) 8,039 Net cash provided by operating activities 114,113 83,149 233,675 Cash flows from investing activities: Purchases of property and equipment ( 36,461 ) ( 30,045 ) ( 32,998 ) Acquisition of businesses, net of cash received — ( 12,230 ) ( 56,838 ) Proceeds from sale of businesses, net of cash divested — — 48,876 Purchases of investments ( 4,000 ) — — Purchases of intangible assets — ( 1,000 ) ( 1,511 ) Net cash used in investing activities ( 40,461 ) ( 43,275 ) ( 42,471 ) Cash flows from financing activities: Debt issuance cost — ( 232 ) ( 10,849 ) Payment of debt — — ( 593 ) Issuance of long-term debt — — 305,000 Proceeds from the issuance of common stock under employee stock purchase plan 1,386 1,284 519 Repurchase of common stock ( 23,483 ) ( 7,596 ) — Taxes paid related to net share settlement ( 1,888 ) ( 4,079 ) — Repurchase of debt ( 57,672 ) — — Deferred payments for acquisitions — — ( 6,267 ) Contributions from Former Parent — — 21,238 Distribution to Former Parent - Separation — — ( 290,282 ) Distribution of non-fax cash to Former Parent — — ( 266,539 ) Net cash used in financing activities ( 81,657 ) ( 10,623 ) ( 247,773 ) Effect of exchange rate changes on cash and cash equivalents 2,556 ( 1,865 ) ( 4,842 ) Net change in cash and cash equivalents ( 5,449 ) 27,386 ( 61,411 ) Cash and cash equivalents at beginning of year 94,164 66,778 128,189 Cash and cash equivalents at end of year $ 88,715 $ 94,164 $ 66,778 See Notes to Consolidated Financial Statements -56- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT Years Ended December 31, 2023, 2022 and 2021 (in thousands, except share amounts) Common stock Additional paid-in Treasury stock Accumulated Accumulated other comprehensive Net parent Total equity Shares Amount capital Shares Amount deficit loss investment (deficit) Balance, January 1, 2021 — $ — $ — — $ — $ — $ ( 55,966 ) $ 1,178,508 $ 1,122,542 Foreign currency translation adjustment prior to Separation — — — — — — ( 13,555 ) — ( 13,555 ) Net income prior to Separation — — — — — — — 102,510 102,510 Share-based compensation prior to Separation — — — — — — — 99 99 Parent contribution prior to Separation — — — — — — — 21,238 21,238 Recapitalization of J2 Cloud Services 19,902,924 199 1,302,156 — — — — ( 1,302,355 ) — Transfer of 2028 Notes to Former Parent — — ( 500,000 ) — — — — — ( 500,000 ) Distribution to Former Parent — — ( 290,282 ) — — — — — ( 290,282 ) Transfer of non-fax business to Former Parent — — ( 837,251 ) — — — 53,506 — ( 783,745 ) Reclassification to accumulated deficit — — 325,377 — — ( 325,377 ) — — — Issuance of shares under ESPP 10,421 — 519 — — — — — 519 Share-based compensation after Separation 65,235 1 2,359 — — — — — 2,360 Foreign currency translation adjustment after Separation — — — — — — ( 842 ) — ( 842 ) Net income after Separation — — — — — 6,491 — — 6,491 Balance, December 31, 2021 19,978,580 $ 200 $ 2,878 — $ — $ ( 318,886 ) $ ( 16,857 ) $ — $ ( 332,665 ) Net income — — — — — 72,714 — — 72,714 Other comprehensive loss — — — — — — ( 2,251 ) — ( 2,251 ) Vested restricted stock 166,378 2 ( 2 ) — — — — — — Shares withheld related to net share settlement ( 71,509 ) ( 1 ) ( 4,078 ) — — — — — ( 4,079 ) Repurchase of common stock — — — ( 189,114 ) ( 7,596 ) — — — ( 7,596 ) Issuance of shares under ESPP 32,096 — 1,284 — — — — — 1,284 Share-based compensation — — 21,568 — — — — — 21,568 Adjustments related to the Separation — — — — — ( 4,236 ) — — ( 4,236 ) Balance, December 31, 2022 20,105,545 $ 201 $ 21,650 ( 189,114 ) $ ( 7,596 ) $ ( 250,408 ) $ ( 19,108 ) $ — $ ( 255,261 ) Net income — — — — — 77,295 — — 77,295 Other comprehensive income — — — — — — 5,931 — 5,931 Vested restricted stock 173,356 2 ( 2 ) — — — — — — Shares withheld related to net share settlement ( 61,878 ) ( 1 ) ( 1,887 ) — — — — — ( 1,888 ) Repurchase of common stock — — — ( 839,548 ) ( 23,686 ) — — — ( 23,686 ) Issuance of shares under ESPP 56,663 1 1,385 — — — — — 1,386 Share-based compensation — — 20,101 — — — — — 20,101 Balance, December 31, 2023 20,273,686 $ 203 $ 41,247 ( 1,028,662 ) $ ( 31,282 ) $ ( 173,113 ) $ ( 13,177 ) $ — $ ( 176,122 ) See Notes to Consolidated Financial Statements -57- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023, 2022 and 2021 1. The Company Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves approximately 900 thousand customers of all sizes, from enterprises to individuals, across approximately 47 countries and multiple industry verticals including healthcare, government, financial services, law and education. Beginning as an online fax company over two decades ago, Consensus has evolved into a global provider of enterprise secure communication solutions. Our communication and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries. Consensus Cloud Solutions, Inc. Spin-Off On September 21, 2021, J2 Global, Inc., known since October 7, 2021 as Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) announced that its Board of Directors approved its separation of the Cloud Fax business (the “Separation” or the “Spin-Off”), into an independent publicly traded company, Consensus Cloud Solutions, Inc. On October 7, 2021, the Separation was completed and the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in J2 Cloud Services, LLC (“J2 Cloud Services”), in exchange for approximately $ 259.1 million in cash, an asset related to $ 500.0 million in aggregate principal amount of the 6.5 % Senior Notes due in 2028, and the return of the assets and liabilities related to the non-fax business back to Ziff Davis. On October 8, 2021, Consensus began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the stock symbol “CCSI”. Ziff Davis retained a 19.9 % interest in Consensus following the Separation. Subsequently Ziff Davis has sold, or otherwise disposed of, a portion of its Consensus shares, reducing its beneficial ownership in the Company to under 10 % as of December 31, 2023 (see Note 21 - Related Party Transactions). 2. Basis of Presentation and Summary of Significant Accounting Policies (a) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. (b) Basis of Presentation The consolidated financial statements of Consensus for periods prior to the completion of the Separation are those of J2 Cloud Services, which were derived from the consolidated financial statements of Ziff Davis on a carve-out basis using the historical assets, liabilities, and results of operations attributable to the legal entities and business units which comprised historical J2 Cloud Services. J2 Cloud Services was a wholly-owned subsidiary of Ziff Davis, and together with its subsidiaries, was a provider of internet services, including cloud-based subscription services to consumers and businesses including cloud fax, voice, cybersecurity, privacy and marketing technology. For the period prior to the Separation, the Consensus consolidated financial statements included an allocation of certain corporate expenses related to services provided to J2 Cloud Services by Ziff Davis. These expenses included the cost of executive management, information technology, legal, treasury, risk management, human resources, accounting and financial reporting, investor relations, public relations, and internal audit services provided by the Former Parent company personnel to J2 Cloud Services. The cost of these services had been allocated to J2 Cloud Services based on specific identification when possible or, when the expenses were determined to be global in nature, based on the percentage of J2 Cloud Services’ relative revenue to total Ziff Davis revenue for the periods presented. Management believes that these allocations were reasonable representations of the costs incurred for the services provided; however, these allocations may not be indicative of the actual expenses that would have been incurred by J2 Cloud Services had it been operating as an independent company for the periods presented. -58- For periods prior to the Separation, interest expense relates to interest incurred on third-party debt issued by historical J2 Cloud Services. No interest expense incurred by Ziff Davis was allocated to J2 Cloud Services as Ziff Davis’ third-party debt was not specifically related to historical operations of J2 Cloud Services. As the Cloud Fax business was not historically held by a single legal entity, “net parent investment” in the Consolidated Statements of Stockholders’ Deficit is shown to represent Ziff Davis’ interest in the recorded net assets of historical J2 Cloud Services. Other comprehensive income or loss attributable to J2 Cloud Services is presented as a separate component of equity. In the period in which the Separation occurred, the net parent investment is recharacterized as share capital and additional paid-in-capital to reflect the capital structure of Consensus upon the legal formation of Consensus and the contribution of the Cloud Fax business with any excess of distributions over net parent investment shown within accumulated deficit. (c) Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense and income taxes. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to factors such as inflationary pressures and elevated interest rates. (d) Discontinued Operations The accounting requirements for reporting the Company’s non-fax business as a discontinued operation were met when the Separation was completed. Accordingly, the consolidated financial statements reflect the results of the non-fax business as a discontinued operation for the year ended December 31, 2021 (see Note 5 - Discontinued Operations and Disposition of Businesses). (e) Allowances for Doubtful Accounts The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Consolidated Statements of Income. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the appropriateness of these reserves. (f) Revenue Recognition The Company recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3 - Revenues). Principal vs. Agent The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 606, Revenue from Contracts with Customers (“ASC 606”), for principal-agent considerations and assesses: (i) if another party is -59- involved in providing goods or services to the customer and (ii) whether the Company controls the specified goods or services prior to transferring control to the customer. Sales Taxes The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer. (g) Fair Value Measurements Consensus complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities (see Note 6 - Fair Value Measurements). The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and long-term debt are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value due to the short-term nature of such instruments. The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available. (h) Investments The Company accounts for investments in equity securities in accordance with FASB ASC Topic No. 321, Investments - Equity Securities (“ASC 321”), which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses resulting from adjustments due to observable price changes, if applicable, are reported within earnings on the Consolidated Statement of Income. As of December 31, 2023 the carrying amount of the Company’s investments accounted under the measurement alternative method in accordance with ASC 321 was $ 4.0 million and is included in other assets within the Company’s Consolidated Balance Sheets. If the Company becomes aware of a significant decline in value that is other-than-temporary, the Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions. The loss will be recorded in the period in which the Company identifies the decline. During the year ended December 31, 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods. (i) Cash and Cash Equivalents The Company considers cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of three months or less at the purchase date. (j) Debt Issuance Costs The Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs as a reduction to the debt amount. These costs are amortized and included in interest expense over the life of the related debt security using the effective interest method. (k) Concentration of Credit Risk All of the Company’s cash and cash equivalents are invested at major financial institutions. These institutions are required to invest the Company’s cash in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital. At December 31, 2023, the Company’s cash and cash equivalents were maintained in accounts in qualifying financial institutions that are insured up to the limit determined by the applicable governmental agency. These institutions are primarily within -60- Luxembourg and the United States, however, the Company has accounts within several other countries including the United Kingdom, Australia, Japan, Canada, Ireland, Hong Kong, New Zealand and France. (l) Foreign Currency Some of Consensus’ foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities of those subsidiaries are translated into U.S. Dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses of those subsidiaries are translated into U.S. Dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive loss. Net translation gain (loss) was $ 5.9 million, $( 2.3 ) million and $( 14.4 ) million for the years ended December 31, 2023, 2022 and 2021, respectively. Foreign exchange (losses) gains from foreign currency transactions are recorded within other (expense) income, net on the Consolidated Statements of Income and amounted to $( 2.4 ) million, $( 1.6 ) million and $ 0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. (m) Property and Equipment Property and equipment are stated at cost. Equipment under finance leases is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income. The estimated useful lives of property and equipment range from 1 to 10 years. Fixtures, which are comprised primarily of leasehold improvements and equipment under finance leases, are amortized on a straight-line basis over their estimated useful lives or for leasehold improvements, the related lease term, if less (see Note 7 - Property and Equipment). (n) Internal-Use Software Development Costs The Company capitalizes certain internal-use software and website development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Management estimates the stage of development as well as the time allocated to internal-use software projects. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives and is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from 1 to 7 years (see Note 7 - Property and Equipment). (o) Impairment or Disposal of Long-Lived and Intangible Assets The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important are those that could individually or in combination trigger an impairment review include the following: • Significant underperformance relative to historical or projected future operating results; • Significant changes in the manner of our use of the acquired assets or the strategy for Consensus’ overall business; • Significant negative industry or economic trends; • Significant decline in the Company’s stock price for a sustained period; and -61- • The Company’s market capitalization relative to net book value. If the Company determined that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of definite-lived assets may not be recoverable. There were no impairments recorded in 2023 and 2022. In the year ended December 31, 2021, the Company recorded an impairment of $ 1.7 million in property and equipment (see Note 7 - Property and Equipment) and an impairment of $ 6.5 million in operating right-of-use assets (see Note 10 - Leases) in connection with the downtown Los Angeles lease. Additionally, the Company recorded an impairment of $ 1.0 million in operating right-of-use assets included in discontinued operations in relation to exiting a lease in the year ended December 31, 2021. (p) Business Combinations and Valuation of Goodwill and Intangible Assets The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions have changed in future periods, then the resulting change will impact the fair value of the intangible asset. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and the amortization expense is included in cost of revenues and general and administrative expenses on the Consolidated Statements of Income. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested for impairment annually or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, on October 1, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test on goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. The Company has a single reporting unit. In the fourth quarter of 2023, the Company performed the annual impairment test for goodwill for the year ended December 31, 2023 using a qualitative assessment, primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific events. The Company performed the annual impairment test for intangible assets with indefinite lives for the year ended December 31, 2023 using a qualitative assessment primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific events. There is no accumulated impairment as of December 31, 2023. -62- (q) Income Taxes The Company’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate (see Note 13 - Income Taxes). The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable. ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Income. In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (“CARES”) Act” was enacted into law providing for changes to various tax laws that impact business. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA includes a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion, a 1% excise tax on the fair market value of net share buy-backs, in addition to multiple incentives to the clean energy industry (see Note 14 - Stockholders' Equity). The Company does not believe these provisions have a significant impact to our current and deferred income tax balances. The Company benefited from the technical correction to tax depreciation related to qualified improvement property and had elected to defer the employer side social security payments where eligible. The Company remitted the deferred employer side social security payments during the year ended December 31, 2022. (r) Share-Based Compensation The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, the Company measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to, the valuation model used and associated input factors, such as expected -63- term of the award, stock price volatility, risk free interest rate, dividend rate and forfeiture rate. These inputs are subjective and are determined using management’s judgment. The Company estimates the expected term based upon the contractual term of the award (see Note 15 - Equity Incentive and Employee Stock Purchase Plan). (s) Earnings Per Common Share (“EPS”) EPS is calculated pursuant to the two-class method as defined in FASB ASC Topic No. 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method. Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding. The Company’s participating securities consist of its unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the impact of other potentially dilutive shares outstanding during the period. The dilutive effect of participating securities is calculated under the more dilutive of either the treasury method or the two-class method (see Note 17 - Earnings Per Share). (t) Research, Development and Engineering Research, development and engineering costs are expensed as incurred. Development of internal-use software is capitalized and amortized as described in paragraph (n). (u) Segment Reporting FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker, who is our chief executive officer (CEO), for making operating and investment decisions and for assessing performance. The Company’s chief executive officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates one reportable segment known as Cloud Fax (see Note 18 - Segment Information). (v) Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expenses on our Consolidated Statements of Income. Advertising costs for the years ended December 31, 2023, 2022 and 2021 were $ 51.7 million, $ 55.4 million and $ 45.7 million, respectively. (w) Recent Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extends the period of time preparers can utilize the reference rate reform relief guidance. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on -64- rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company adopted ASU 2022-04 in the first quarter of 2023. The adoption of this standard did not have an impact on the Company’s consolidated financial statements and related disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in this ASU are effective for all fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments are intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this ASU should be applied on either a prospective or retrospective basis. The amendments in this ASU are effective for fiscal periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. (x) Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 3. Revenues The Company’s revenues substantially consist of monthly recurring subscription and usage-based fees from customers accessing the Company’s cloud-based subscription (the “Cloud Fax Services”), a significant portion of which are paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. The Cloud Fax Services allow customers to access the Company’s software without taking possession. -65- Revenues from external customers classified by revenue source are as follows (in thousands): Years ended December 31, 2023 2022 2021 Corporate $ 199,621 $ 192,195 $ 169,732 Small office home office (“SoHo”) 162,916 170,199 182,390 Other 25 28 542 Total revenues $ 362,562 $ 362,422 $ 352,664 Timing of revenue recognition Point in time $ 427 $ 557 $ — Over time 362,135 361,865 352,664 Total revenues $ 362,562 $ 362,422 $ 352,664 The Company has recorded $ 23.6 million and $ 22.9 million of revenue for the years ended December 31, 2023 and 2022, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year. Performance Obligations Generally, the Company’s contracts with customers include one performance obligation, however, certain contracts may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on their relative standalone selling price. The Company satisfies its performance obligations upon delivery of products or services to its customers. Payment terms vary by type and location of the Company’s customers and the products and services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns. Significant Judgments Determining whether products and services are considered distinct performance obligations may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time. Judgment is also required to determine the standalone selling price for each distinct performance obligation when there are multiple performance obligations. In certain cases, the Company is able to establish the standalone selling price based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a range of amounts to estimate the standalone selling price when each of the products and services is sold separately to determine whether there is a discount to be allocated based on the relative standalone selling price of the various products and services. Performance Obligations Satisfied Over Time The Company’s business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when faxing capabilities are provided. The Company expects to recognize revenue for Corporate contracts in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year. The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. -66- Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for services, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates. Costs to Fulfill a Contract The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit. Revenues Invoiced The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. 4. Business Acquisitions The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology and acquire skilled personnel. Summit Healthcare Acquisition On February 4, 2022, in a cash transaction, the Company acquired certain assets of Summit Healthcare Services, Inc. (“Summit”), a Massachusetts based provider of secure interoperability solutions within the healthcare industry. The Consolidated Statement of Income since the date of acquisition and the Consolidated Balance Sheet as of December 31, 2022, reflect the results of operations of this 2022 acquisition. For the year ended December 31, 2022, this acquisition contributed $ 6.8 million to the Company’s revenues. Net income contributed by this acquisition was not separately identifiable due to the Company’s integration activities and is not material. Total consideration for this transaction was $ 12.2 million, net of cash acquired, and was subject to certain post-closing adjustments through the measurement period. -67- The following table summarizes the allocation of the purchase consideration, net of cash acquired, as of the acquisition date (in thousands): Assets and Liabilities Valuation Accounts receivable $ 1,248 Prepaid expenses and other current assets 30 Property and equipment 9 Operating lease right-of-use assets, non-current 413 Trademarks 800 Customer relationships 8,600 Goodwill 5,677 Other intangibles 1,000 Accounts payable and accrued expenses ( 295 ) Deferred revenue ( 4,839 ) Operating lease liabilities, non-current ( 413 ) Total $ 12,230 The Company has finalized the accounting for the Summit acquisition. During 2022, the Company recorded a working capital adjustment of $ 2.1 million, which reduced the purchase price of the acquisition by the same amount. Since the date of acquisition, the Company has recorded $ 1.3 million in additional deferred revenue with a corresponding increase in Goodwill as a measurement period adjustment. Additionally, as a result of the early adoption of ASU 2021-08 in the second quarter of 2022, the Company recognized $ 0.9 million in deferred revenue with a corresponding increase in Goodwill. All adjustments are reflected in the table above. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with this acquisition during the year ended December 31, 2022 was $ 5.7 million, of which $ 5.7 million is expected to be deductible for income tax purposes. 5. Discontinued Operations and Disposition of Businesses On October 7, 2021, the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in J2 Cloud Services, in exchange for approximately $ 259.1 million in cash, an asset related to the $ 500 million aggregate principal amount of the 6.5 % Senior Notes due in 2028 and the return of the assets and liabilities related to the non-fax business back to Ziff Davis. The transfer to the Former Parent of the non-fax business met the accounting requirements to be presented as a discontinued operation once the Separation was completed as the disposition of the non-fax business constitutes a strategic shift that had a major effect on the Company’s operations relative to the historical operations of J2 Cloud Services. Accordingly, the consolidated financial statements reflect the results of the non-fax business as a discontinued operation for all periods presented. The Consolidated Statements of Income report discontinued operations separate from continuing operations. The Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows (including Note 19 - Supplemental Cash Flows Information) and Consolidated Statements of Stockholders’ Deficit combine continuing and discontinued operations. The Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows and Consolidated Statements of Stockholders’ Deficit includes the non-fax business activity through October 7, 2021. -68- The key components of the loss from discontinued operations that were included in the Company’s Consolidated Statement of Income are as follows (in thousands): Year ended December 31, 2021 Revenues $ 271,571 Cost of revenues 74,294 Gross profit 197,277 Operating expenses: Sales and marketing 72,425 Research, development and engineering 16,756 General and administrative 84,213 Goodwill impairment on business 32,629 Total operating expenses 206,023 Loss from discontinued operations ( 8,746 ) Interest expense ( 235 ) Interest income 693 Loss on sale of businesses ( 21,797 ) Other income 1,752 Loss from discontinued operations before income taxes ( 28,333 ) Income tax benefit ( 16,160 ) Loss from discontinued operations, net of income taxes $ ( 12,173 ) The key components of cash flows from discontinued operations are as follows (in thousands): Year ended December 31, 2021 Depreciation and amortization $ 39,727 Capital expenditure 14,322 Share-based compensation expense 602 Non-cash operating lease costs 2,814 Deferred taxes 554 Foreign currency remeasurement gain ( 9 ) Lease asset impairments and other charges 990 Loss on sale of businesses 21,797 Goodwill impairment on business 32,629 Prior to the Separation, the Company completed the following dispositions that did not meet the criteria for discontinued operations by themselves but were subsequently classified as discontinued operations as they are part of the non-fax business transferred back to the Former Parent. Voice Asset Sales (Non-Consensus) During the first quarter of 2021, the Company committed to a plan to sell certain Voice assets in the United Kingdom as they were determined to be non-core assets. On February 9, 2021, in a cash transaction, the Company sold the Voice assets. For the year ended December 31, 2021, the total gain recognized on the sale was $ 2.8 million, which was recorded in discontinued operations on the Consolidated Statement of Income. B2B Back-up (Non-Consensus) During the first quarter of 2021, the Company committed to a plan to sell its B2B Backup business as it was determined to be a non-core business. During the second quarter of 2021, the Company received an offer to purchase the business. Management determined that the fair value of the business less cost to sell was lower than its carrying amount. As a -69- result, the Company recorded an impairment to goodwill of $ 32.6 million, which was recorded in the second quarter of 2021, and is included within discontinued operations on the Consolidated Statement of Income. On September 17, 2021, in a cash transaction, the Company sold the B2B Backup business. For the year ended December 31, 2021, the total loss recognized on the sale was $ 24.6 million, which is included within discontinued operations on the Consolidated Statement of Income. 6. Fair Value Measurements The Company complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: § Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. § Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. § Level 3 – Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents include money market funds of $ 72.1 million and zero as of December 31, 2023 and 2022, respectively, which are valued based on Level 1 inputs consisting of quoted prices in active markets. The carrying value of the Company’s cash and cash equivalents approximates fair value. The fair value of long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs (see Note 9 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost. During the year ended December 31, 2021, the Company recorded an increase in the fair value of the contingent consideration of $ 0.7 million, in connection with the acquisition of SRFax, using Level 3 inputs and reported such increase in general and administrative expenses. The contingent consideration was fully paid during 2021. Assets Measured on a Non-Recurring Basis The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangibles assets, long-lived assets and equity securities without a readily determinable fair value are reported at carrying value, or at fair value as of their acquisition dates, and are not required to be measured at fair value on a recurring basis. However, if any of these types of assets become impaired, the carrying values of the assets are written down to fair value using Level 3 inputs. During the year ended December 31, 2021, the Company recorded total non-cash impairment charges of $ 7.5 million related to its operating lease right-of-use assets, based on their fair value determined using Level 3 inputs (see Note 10 - Leases). -70- 7. Property and Equipment Property and equipment, stated at cost, at December 31, 2023 and 2022 consisted of the following (in thousands): 2023 2022 Internal-use software development costs $ 51,396 $ 31,738 Computers, software and equipment 21,701 22,634 Furniture and fixtures 887 828 Leasehold improvements 1,720 1,717 Internal-use software development costs in process 48,022 28,442 123,726 85,359 Less: Accumulated depreciation and amortization ( 42,530 ) ( 30,401 ) Total property and equipment, net $ 81,196 $ 54,958 Depreciation and amortization expense was $ 13.1 million, $ 10.6 million and $ 7.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. During the fourth quarter of 2021, the Company recorded a non-cash impairment charge of $ 1.7 million for property and equipment related to the impairment of the Downtown Los Angeles lease (see Note 10 - Leases for further details). No impairment was recorded in 2023 or 2022. 8. Goodwill and Intangible Assets The changes in carrying amounts of goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands): Amount Balance as of January 1, 2022 $ 339,209 Goodwill acquired (Note 4) 5,677 Foreign exchange translation 1,699 Balance as of December 31, 2022 $ 346,585 Foreign exchange translation 2,237 Balance as of December 31, 2023 $ 348,822 Intangible Assets with Indefinite Lives: Intangible assets are summarized as of December 31, 2023 and 2022 as follows (in thousands): 2023 2022 Trade names $ 27,367 $ 27,337 Other 4,045 4,045 Total $ 31,412 $ 31,382 Intangible Assets Subject to Amortization: In addition to the intangible assets related to Summit (refer to Note 4 - Business Acquisitions), the Company acquired technology for jSign, a corporate solution that provides electronic signature and digital signature solutions to businesses, offering document markup and end-user signing services via mobile-aware web application and enterprise API during the year ended December 31, 2022. The purchase price was $ 1.0 million and the asset is included in intangibles, net on the Consolidated Balance Sheets and other purchased intangibles in the table below. -71- As of December 31, 2023, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.3 years $ 8,199 $ 7,789 $ 410 Patent and patent licenses 0.0 years 54,341 54,341 — Customer relationships (1) 2.6 years 108,417 97,333 11,084 Other purchased intangibles 1.8 years 11,989 9,905 2,084 Total $ 182,946 $ 169,368 $ 13,578 (1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years , which may not correlate to the overall life of the asset. As of December 31, 2022, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.5 years $ 8,151 $ 7,605 $ 546 Patent and patent licenses 0.0 years 54,341 54,341 — Customer relationships (1) 3.1 years 107,175 92,573 14,602 Other purchased intangibles 2.0 years 11,937 9,311 2,626 Total $ 181,604 $ 163,830 $ 17,774 (1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years , which may not correlate to the overall life of the asset. Expected amortization expenses for intangible assets subject to amortization at December 31, 2023 are as follows (in thousands): Fiscal Year: Amount 2024 $ 3,534 2025 2,642 2026 2,131 2027 1,429 2028 1,006 Thereafter 2,836 Total expected amortization expense $ 13,578 Amortization expense was $ 4.3 million, $ 4.7 million and $ 4.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. -72- 9. Long-Term Debt Long-term debt as of December 31, 2023 and 2022 consists of the following (in thousands): 2023 2022 2026 Senior Notes $ 280,014 $ 305,000 2028 Senior Notes 462,414 500,000 Total 742,428 805,000 Less: Deferred issuance costs ( 8,448 ) ( 11,135 ) Total debt 733,980 793,865 Less: Current portion, net of debt issuance costs ( 8,575 ) — Total long-term debt, less current portion $ 725,405 $ 793,865 At December 31, 2023, future principal payments for debt were as follows (in thousands): Total Fiscal year: 2024 $ 8,723 2025 — 2026 278,745 2027 — 2028 454,960 Thereafter — $ 742,428 2026 Senior Notes On October 7, 2021, Consensus issued $ 305.0 million of senior notes due in 2026 (the “2026 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. Consensus received proceeds of $ 301.2 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 2026 Senior Notes are presented as current portion of long-term debt and long-term debt, net of current portion, net of deferred issuance costs, on the Consolidated Balance Sheet as of December 31, 2023 and 2022. The 2026 Senior Notes bear interest at a rate of 6.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022. The 2026 Senior Notes mature on October 15, 2026, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2026 Senior Notes were issued (the “2026 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2026 Senior Notes. The Company may redeem some or all of the 2026 Senior Notes at any time on or after October 15, 2023 at specified redemption prices, plus accrued and unpaid interest, if any, to, but excluding the redemption date. Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40 % of the 2026 Senior Notes at a price equal to 106.0 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Company may make such redemption only if, after such redemption, at least 50 % of the aggregate principal amount of the 2026 Senior Notes remains outstanding. In addition, at any time prior to October 15, 2023, the Company may redeem some or all of the 2026 Senior Notes at a price equal to 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium. -73- The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $ 100.0 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of December 31, 2023. As of December 31, 2023 and 2022, the estimated fair value of the 2026 Senior Notes was approximately $ 266.0 million and $ 282.8 million, respectively, and was based on quoted market prices or dealer quotes for the 2026 Senior Notes which are Level 1 inputs in the fair value hierarchy. The following table provides additional information related to our 2026 Senior Notes as of December 31, 2023 and 2022 (in thousands): 2023 2022 Principal amount of 2026 Senior Notes $ 280,014 $ 305,000 Less: Debt issuance costs ( 2,612 ) ( 3,748 ) Net carrying amount of 2026 Senior Notes $ 277,402 $ 301,252 2028 Senior Notes On October 7, 2021, Consensus issued $ 500.0 million of 6.5 % senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis (see Note 21 - Related Party Transactions). Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount indebtedness under such credit agreement for a total amount of $ 483.8 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 2028 Senior Notes are presented as current portion of long-term debt and long-term debt, net of current portion, net of deferred issuance costs, on the Consolidated Balance Sheets as of December 31, 2023 and 2022. The 2028 Senior Notes bear interest at a rate of 6.5 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022. The 2028 Senior Notes mature on October 15, 2028, and are senior unsecured obligations of the Company that are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2028 Senior Notes were issued (the “2028 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2028 Senior Notes. The Company may redeem some or all of the 2028 Senior Notes at any time on or after October 15, 2026 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $ 100.0 million and (B) 50.0 % of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of December 31, 2023. -74- As of December 31, 2023 and 2022, the estimated fair value of the 2028 Senior Notes was approximately $ 422.5 million and $ 459.4 million, respectively, and was based on quoted market prices or dealer quotes for the 2028 Senior Notes which are Level 1 inputs in the fair value hierarchy. The following table provides additional information related to our 2028 Senior Notes as of December 31, 2023 and 2022 (in thousands): 2023 2022 Principal amount of 2028 Senior Notes $ 462,414 $ 500,000 Less: Debt issuance costs ( 5,836 ) ( 7,387 ) Net carrying amount of 2028 Senior Notes $ 456,578 $ 492,613 Credit Agreement On March 4, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with certain lenders party thereto (the “Lenders”) and MUFG Union Bank, N.A., as agent (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided Consensus with a senior secured revolving credit facility of $ 25.0 million (the “Credit Facility”) with an option held by the Company to obtain an additional commitment of up to a maximum of $ 25.0 million. The final maturity of the Credit Facility will occur on March 4, 2027. As of December 31, 2023, no amount has been drawn down on the Credit Facility. The Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of Consensus, and secured by substantially all assets of Consensus and the guarantors. The loans made under the Credit Facility are subject to a Secured Overnight Financing Rate (“SOFR”) base interest rate plus a SOFR margin between 1.75 % - 2.50 %, with stepdowns subject to the total net leverage ratio. The Credit Facility is subject to a total net leverage ratio covenant and a minimum EBITDA requirement, in each case tested on a quarterly basis. The Credit Agreement contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Unsecured indebtedness may be incurred, assets may be disposed of, restricted payments may be made and investments may be made, in each case subject to compliance with the Company’s financial covenants. The Company is in compliance with its covenants as of December 31, 2023. Debt Repurchase Program On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 Senior Notes and 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $ 300 million and expires on November 9, 2026. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. As of December 31, 2023 the Company has retired $ 62.6 million in principal of its senior notes under this program. In connection with the Debt Repurchase Program the Company reclassified $ 8.6 million of long-term debt, net of current portion to the current portion of long-term debt as of December 31, 2023 as the Company has the intention and cash on hand to extinguish the $ 8.6 million of debt within the next reporting period. For year ended December 31, 2023 a gain on debt extinguishment of $ 4.8 million related to the Debt Repurchase Program is included in interest expense on the Consolidated Statements of Income. 10. Leases The Company leases certain facilities and equipment under non-cancelable operating and finance leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three to ten years and generally provide renewal options for terms up to an additional five years . The Company determines if an arrangement is a lease at inception. Short-term leases are defined as leases that have a term of 12 months or less and do not include an option to purchase the underlying asset or include an option to purchase the underlying asset that the Company is not reasonably certain to exercise. -75- The Company accounts for short-term leases by recognizing the lease payments in general and administrative expenses in the Consolidated Statements of Income. Short-term lease expense is recognized on a straight-line basis over the term of the lease and associated variable lease payments are recognized in the period in which the obligation for the payments is incurred. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Operating leases typically require payment of certain non-lease costs, such as real estate taxes, common area maintenance and insurance. These components comprise the majority of the Company’s variable lease costs and are excluded from the present value of lease liabilities unless an event occurs that results in the payments becoming fixed for the remaining term. The remaining lease and non-lease components are accounted for together as a single lease component for all underlying classes of assets. Operating lease assets are adjusted for lease incentives, initial direct costs, impairments and exit or disposal costs. The Company accounts for operating leases greater than one year by recognizing the lease payments in general and administrative expenses in the Consolidated Statements of Income. Operating lease costs are recognized on a straight-line basis from the commencement date to the end of the lease term. Amortization of finance lease right-of-use assets is included in general and administrative expenses in the Consolidated Statements of Income. Interest related to finance lease right-of-use assets, if any, is included in interest expense in the Consolidated Statements of Income. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company recorded total non-cash impairment charges of $ 7.5 million related to its operating lease right-of-use assets during the year ended December 31, 2021. The $ 7.5 million in impairment charge during 2021 consists of $ 6.5 million recognized in continuing operations and $ 1.0 million recognized in discontinued operations. For the impairment charge recognized in continuing operations, the Company decided to exit and seek subleases for certain leased facilities primarily due to a “partial remote” work model for a significant number of employees. The Company recorded a non-cash impairment charge of $ 6.5 million related to operating lease right-of-use assets for the affected facility. The impairment was determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment. The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities, taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate, which represent Level 3 unobservable inputs. The carrying value of the asset was remeasured to exclude a five year optional lease term that was originally included in the initial assessment. The impairment is presented in general and administrative expenses on the Consolidated Statements of Income . No impairment was recorded in 2023 or 2022. The components of lease expense, recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income, are as follows (in thousands): Years ended December 31, 2023 2022 2021 Operating lease cost $ 2,663 $ 2,121 $ 2,675 Short-term lease cost 1,671 1,656 875 Finance lease cost Amortization of right-of-use assets 1,057 1,182 834 Total lease cost $ 5,391 $ 4,959 $ 4,384 -76- Supplemental balance sheet information related to leases is as follows (in thousands): Lease-related assets and liabilities December 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 6,766 $ 7,875 Finance lease right-of-use assets (1) 378 1,427 Total right-of-use assets $ 7,144 $ 9,302 Operating lease liabilities, current $ 2,038 $ 2,793 Operating lease liabilities, noncurrent 13,212 13,877 Total operating lease liabilities $ 15,250 $ 16,670 (1) The full amount of the finance leases were prepaid. Therefore, there is no corresponding lease liability associated with the finance right-of-use assets. Supplemental cash flow information related to leases is as follows (in thousands): Years ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,999 $ 2,784 $ 2,501 Operating cash flows from finance leases $ — $ — $ 2,719 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 542 $ 1,316 $ 259 Finance leases $ — $ — $ 2,719 Other supplemental operating lease information consists of the following: December 31, 2023 December 31, 2022 Operating leases: Weighted average remaining lease term 6.7 years 7.6 years Weighted average discount rate 4.8 % 4.6 % Maturities of operating lease liabilities as of December 31, 2023 are as follows (in thousands): Total Fiscal Year: 2024 $ 2,958 2025 2,751 2026 2,528 2027 2,534 2028 2,612 Thereafter 5,555 Total lease payments $ 18,938 Less: Imputed interest ( 3,688 ) Present value of operating lease liabilities $ 15,250 -77- Significant Judgments Discount Rate The majority of the Company’s leases are discounted using the Company’s collateralized incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate at the lease commencement date for collateralized loans with a maturity similar to the lease term. Options The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs. Facility Lease On October 28, 2021, Ziff Davis (the “Assignor”) and Consensus (the “Assignee”) entered into the Assignment and First Amendment to Office Lease (the “Amendment”) with the NREA-TRC 700 LLC (the “Landlord”), in regard to the lease that was previously entered into on April 24, 2019 between the Assignor and the Landlord for certain office space located at 700 South Flower Street, Los Angeles, California (the “Lease”). The lease has an expiration date of January 31, 2031. The Amendment granted the Landlord’s consent to the assignment of the Lease by the Assignor to Assignee. 11. Commitments and Contingencies Litigation From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief. The Company does not believe, based on current knowledge, that any legal proceedings or claims currently exist which, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. It is the Company’s policy to expense as incurred legal fees related to any litigation. Non-Income Related Taxes The Company historically did not collect sales tax in states where it was not able to quantify the appropriate sales tax to be collected. For the periods 2017 through 2021, the Company believed it was probable that a sales tax liability existed for its corporate accounts; however, the sales tax liability for its corporate customers was not estimable until the third quarter of 2022. Prior to the third quarter of 2022, the Company was unable to determine which of these customers were either exempt organizations or resellers and were thus exempt from sales tax. In the third quarter of 2022, the Company completed an analysis of the pool of corporate customers subject to sales tax in order to estimate the range of sales tax liability on its corporate revenues. As a result, the Company recorded an accrual of $ 8.0 million during the quarter ended September 30, 2022 within accounts payable and accrued expenses on the Company’s Consolidated Balance Sheets, as the exposure became both probable and estimable. Additionally, the Company started sales tax collection and remittance on corporate sales in applicable states in August 2022. In the year ended December 31, 2021, the Company determined that a sales tax liability was probable and it developed a methodology to estimate the sales tax liability for the SoHo revenue stream during the affected periods from 2017 through 2021. The Company has taken the same approach in estimating the SoHo liability through the year ended December 31, 2023. -78- Accordingly, the Company has recorded a sales tax expense of $ 2.0 million and $ 9.4 million for both SoHo and Corporate sales for the years ended December 31, 2023 and 2022, respectively. The Company has recorded a sales tax expense of $ 8.6 million for the year ended December 31, 2021 for SoHo sales only. Sales tax expense is recorded within general and administrative expenses in the Consolidated Statements of Income. The Company initiated a Voluntary Disclosure Agreement (“VDA”) process in the third quarter of 2022, to voluntarily report the prior period sales tax liability. The process has been completed in the fourth quarter of 2023. While the Company believes that it has sufficiently reserved for historical sales tax liabilities under ASC 450, some state taxing authorities may still challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability, and may also impose other taxes on its business. Taxing authorities may successfully assert that the Company should have collected, or in the future should collect, sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results. The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business. As such, the Company has a $ 7.3 million and $ 13.1 million sales tax liability within accounts payable and accrued expenses on the Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively. In conjunction with the state voluntary disclosure agreement process the Company is remitting sales tax for SoHo and Corporate sales for current and prior periods. 12. Other Balance Sheet Account Details Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following as of December 31, 2023 and 2022 (in thousands): 2023 2022 Prepaid insurance $ 939 $ 1,004 Prepaid income taxes 3,698 8,033 Other prepaid expenses 5,031 4,884 Other current assets 523 414 Total $ 10,191 $ 14,335 Accounts payable and accrued expenses Accounts payable and accrued expenses consisted of the following as of December 31, 2023 and 2022 (in thousands): 2023 2022 Accounts payable $ 9,858 $ 6,288 Accrued sales and other taxes 8,806 13,865 Accrued interest 9,885 10,717 Accrued compensation 4,337 2,755 Accrued advertising expenses 2,485 3,545 Other accrued expenses 1,059 4,076 Total $ 36,430 $ 41,246 -79- 13. Income Taxes Income from continuing operations before income taxes for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands): Years Ended December 31, 2023 2022 2021 Domestic $ 30,998 $ 7,772 $ 80,655 Foreign 72,166 91,141 80,429 Income before income taxes $ 103,164 $ 98,913 $ 161,084 Income tax expense (benefit) related to continuing operations consisted of the following (in thousands): Years Ended December 31, 2023 2022 2021 Current: Federal $ 17,330 $ 13,327 $ 22,368 State 4,058 1,941 1,445 Foreign 1,945 12,669 9,496 Total current 23,333 27,937 33,309 Deferred: Federal ( 852 ) ( 5,851 ) ( 4,902 ) State ( 884 ) ( 1,359 ) 3,575 Foreign 4,272 5,472 7,928 Total deferred 2,536 ( 1,738 ) 6,601 Income tax expense $ 25,869 $ 26,199 $ 39,910 A reconciliation of the statutory federal income tax rate with Consensus’ effective income tax rate is as follows: Years Ended December 31, 2023 2022 2021 Statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net 2.1 1.2 2.9 Foreign rate differential ( 1.8 ) ( 1.8 ) ( 0.1 ) Foreign income inclusion 7.9 6.3 4.9 Foreign tax credit ( 5.7 ) ( 3.6 ) ( 4.0 ) Reserve for uncertain tax positions 3.1 2.1 0.5 Impact on deferred taxes of enacted tax law and rate changes ( 0.1 ) 0.1 — Tax credits and incentives ( 2.6 ) ( 2.4 ) ( 0.1 ) Executive compensation 1.4 3.1 0.2 Return to provision adjustments ( 0.9 ) 0.8 — Other 0.7 ( 0.3 ) ( 0.5 ) Effective tax rates 25.1 % 26.5 % 24.8 % The effective tax rate for the years ended December 31, 2023 and 2022 differs from the federal statutory rate primarily due to the Global Intangible Low-Taxes Income inclusion, an increase in the net reserve for uncertain tax positions during 2023 and 2022, impact of jurisdictional mix of earnings, various tax credits and certain expenses not deductible for tax purposes. -80- The effective tax rate for the year ended December 31, 2021 differs from the federal statutory rate primarily due to impacts of the Global Intangible Low-Taxed Income inclusion, an increase in the reserve for uncertain tax positions during 2021 and various tax credits. The primary foreign tax jurisdictions that the Company operates in are: Canada, Ireland and Japan with a statutory tax rate of 26.5%, 12.5% and 30.6%, respectively. Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 56 $ 44 Tax credit carryforwards 1,323 503 Accrued expenses 1,214 3,586 Allowance for bad debt 1,582 1,414 Share-based compensation expense 2,210 611 Basis difference in intangibles 15,657 20,056 Basis difference in developed software 1,907 1,089 Deferred revenue 940 425 Operating lease 3,734 4,269 State taxes 506 187 Section 163(j) interest limitation 7,279 5,521 Other 1,711 974 38,119 38,679 Less: valuation allowance ( 45 ) ( 45 ) Total deferred tax assets $ 38,074 $ 38,634 Deferred tax liabilities: Basis difference in property and equipment $ ( 399 ) $ ( 487 ) ROU asset ( 1,586 ) ( 1,987 ) Prepaid insurance ( 1,344 ) ( 907 ) Other ( 974 ) — Total deferred tax liabilities ( 4,303 ) ( 3,381 ) Net deferred tax assets $ 33,771 $ 35,253 Reported as: Deferred income taxes (non-current assets) $ 34,869 $ 35,981 Deferred income taxes (non-current liabilities) 1,098 728 Net deferred tax assets $ 33,771 $ 35,253 The Company had approximately $ 33.8 million and $ 35.3 million in net deferred tax assets as of December 31, 2023 and 2022, respectively, related primarily to basis differences in tangible and intangible assets. Based on the weight of available evidence, the Company assesses whether it is more likely than not that some portion or all of a deferred tax asset will not be realized. If necessary, the Company records a valuation allowance sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. As of December 31, 2023 and 2022, the Company has a minimal amount of valuation allowance against its deferred tax assets of foreign net operating losses. -81- As of December 31, 2023 and 2022, the Company has interest expense limitation carryovers of $ 30.4 million and $ 23.4 million, respectively, which carries forward indefinitely. As of December 31, 2023 and 2022, the Company had $ 1.3 million and $ 0.5 million foreign tax credit carryforward, respectively. If unused, these credits will begin to expire in 2031. In addition, as of December 31, 2023 and 2022, the Company had state research and development tax credits of $ 1.8 million and $ 1.0 million, respectively, which can be carried forward indefinitely. Federal and state laws can impose substantial restrictions on the utilization of tax credit carryforwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. The Company has determined that no significant limitation would be placed on the utilization of its tax credit carryforwards due to ownership changes. The Company has approximately $ 376.6 million of undistributed earnings from foreign subsidiaries as of December 31, 2023. The Company considers the earnings of $ 31.2 million of certain non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. If the Company decides to repatriate these foreign earnings, the Company would need to adjust the income tax provision in the period in which it is determined that the earnings will no longer be indefinitely invested outside the United States. Certain tax payments are prepaid during the year and included within prepaid expenses and other current assets on the Consolidated Balance Sheets. The Company’s prepaid tax payments were $ 3.7 million and $ 8.0 million at December 31, 2023 and 2022, respectively. Uncertain Income Tax Positions Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets. As of December 31, 2023, the total amount of unrecognized tax benefits, excluding interest and penalties, was $ 8.5 million, of which $ 8.5 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2022, the total amount of unrecognized tax benefits, excluding interest and penalties, was $ 5.7 million, of which $ 5.7 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2021, the total amount of unrecognized tax benefits, excluding interest and penalties, was $ 3.7 million, of which $ 3.7 million, if recognized would affect the Company’s effective tax rate. The aggregated changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2023, 2022 and 2021, is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Beginning balance $ 5,742 $ 3,735 $ 3,050 Decreases related to tax positions taken during a prior year — ( 863 ) — Increases related to tax positions taken in the current year 2,745 2,870 685 Ending balance $ 8,487 $ 5,742 $ 3,735 The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2023 and 2022, the total amount of interest and penalties accrued was $ 1.2 million and $ 1.0 million, respectively, which is classified as a liability for uncertain tax positions on the Consolidated Balance Sheets. In connection with tax matters, the Company recognized interest and penalty expense in 2023, 2022 and 2021 of $ 0.3 million, $ 0.1 million and $ 0.2 million, respectively. -82- Uncertain income tax positions are reasonably possible to significantly change during the next 12 months as a result of completion of income tax audits and expiration of statutes of limitations. At this point it is not possible to provide an estimate of the amount, if any, of significant changes in reserves for uncertain income tax positions as a result of the completion of income tax audits that are reasonably possible to occur in the next 12 months. In addition, the Company cannot currently estimate the amount of, if any, uncertain income tax positions which will be released in the next 12 months as a result of expiration of statutes of limitations. The Company files tax returns in the U.S., Ireland, Canada, Japan, Netherlands, France and Hong Kong. As of December 31, 2023, the Company is not under audit in any jurisdiction that it operates within. The Company has filed its post-spin tax returns for the tax years 2021 and 2022 including some international subsidiaries who have previously filed in their local jurisdictions. In respect to these international subsidiaries, tax returns filed for the years from 2017 onwards are still open to examination by tax authorities. 14. Stockholders’ Deficit Recapitalization On October 7, 2021, the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in J2 Cloud Services, in exchange for approximately $ 259.1 million in cash, an asset related to the $ 500 million aggregate principal amount of the 6.5 % Senior Notes due in 2028, and the return of the assets and liabilities related to the non-fax business back to Ziff Davis. In connection with the Separation, 19,902,924 shares of common stock were issued to the Former Parent and the historical net parent investment was recharacterized as share capital and additional-paid-in-capital to reflect the new corporate structure of Consensus. Additional-paid-in-capital (APIC) was further adjusted to reflect (i) the distribution of cash to the Former Parent in the amount of $ 290.3 million ($ 259.1 million base amount plus additional net cash sweeps of $ 31.2 million), (ii) the transfer to the parent of the $ 500.0 million aggregate principal amount of the 6.5 % Senior Notes due in 2028, and (iii) the transfer of the net assets of the non-fax business in the amount of $ 837.3 million back to Ziff Davis. At the time of the separation, the excess of the distributions to the Former Parent over the remaining net parent investment (i.e., the negative APIC balance) was reclassified to accumulated deficit. The Separation was achieved when Ziff Davis’ distributed 80.1 % of the shares of Consensus common stock to holders of Ziff Davis common stock as of the close of business on October 1, 2021, the record date for the distribution. Ziff Davis’ stockholders of record received one share of Consensus common stock for every three shares of Ziff Davis’ common stock held. Ziff Davis retained a 19.9 % investment in Consensus following the Separation. Subsequently Ziff Davis has sold, or otherwise disposed of, a portion of its Consensus shares, reducing its beneficial ownership in the Company to under 10% as of December 31, 2023 (see Note 21 - Related Party Transactions). Dividends The Company currently does not issue dividends to Consensus shareholders. Future dividends are subject to Board approval. Our current debt agreements could trigger restrictions on dividend payments under certain circumstances (see Note 9 - Long-Term Debt). Common Stock Repurchase Program On March 1, 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company may purchase, in the public market, or in off-market transactions, up to $ 100.0 million of the Company’s common stock through February 2025. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans and during the years ended December 31, 2023 and 2022, the Company repurchased 839,548 and 189,114 shares, respectively, at an aggregate cost of $ 23.7 million (inclusive of excise tax of $ 0.2 million) and $ 7.6 million, respectively, under this program. Cumulatively as of December 31, 2023, 1,028,662 shares have been repurchased at an aggregate cost of $ 31.3 million (inclusive of excise tax of $ 0.2 million). The excise tax is assessed at 1 % of the fair market value of net stock repurchases after December 31, 2022. -83- Vested Restricted Stock At the time of certain vesting events related to restricted stock units or restricted stock awards that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the years ended December 31, 2023, 2022 and 2021 the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 61,878 , 71,509 and zero shares, respectively. Refer to Note 15 - Equity Incentive and Employee Stock Purchase Plan, for shares of common stock issued in relation to the Company’s equity incentive plan. 15. Equity Incentive and Employee Stock Purchase Plan Prior to the Separation from Ziff Davis, the Company recorded share-based compensation expense for share-based awards granted to its employees and non-employees for services provided based on expense that was allocated from the Former Parent to the Company for each relevant employee on a monthly basis. The Former Parent’s plans included its 2015 Stock Plan and the 2001 Employee Stock Purchase Plan. In connection with the Separation, the Former Parent terminated awards that were held by Consensus employees. Each award held by a Consensus employee under the Former Parent’s compensation plans was converted into 2.21 Consensus awards under the 2021 Equity Incentive Plan, which resulted in 86,460 Ziff Davis awards converted into 191,076 Consensus awards. This modification resulted in no incremental compensation cost. Consensus Equity Incentive Plans (a) The 2021 Equity Incentive Plan In December 2021, Consensus’ Board of Directors adopted the Consensus Cloud Solutions, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units, and other share-based awards. 4,000,000 shares of common stock are authorized to be used for 2021 Plan purposes. As of December 31, 2023, 2,147,484 shares were available to be used under the 2021 Plan. Restricted Stock and Restricted Stock Units The Company has awarded restricted stock and restricted stock units to its Board of Directors and certain employees pursuant to the 2021 Plan. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are typically one year for awards to members of the Company’s Board of Directors, four years for employees and five years for the Chief Executive Officer and Chief Operating Officer. The Company issued zero , 884 and 59,175 shares of restricted stock during the years ended December 31, 2023, 2022 and 2021, respectively. The Company granted 567,218 , 216,959 and 510,128 restricted stock units, which includes 91,203 shares exchanged in the Separation in 2021, during the years ended December 31, 2023, 2022 and 2021, respectively. Restricted Stock and Restricted Stock Units with Market Conditions The Company has awarded certain key employees market-based restricted stock and restricted stock units pursuant to the 2021 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets for 20 out of 30 trading days or 20 out of 25 trading days (look-back period). Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method unless the market condition has been met and the requisite service period has been completed, then the expense will be accelerated and recognized in the period that the market condition and service period requirement have been met. During the year ended -84- December 31, 2021, the Company issued 6,060 shares of market-based restricted stock, all of which were exchanged in the Separation. The Company granted 503,144 market-based restricted stock units, which includes 34,638 shares exchanged in the Separation, during the year ended December 31, 2021. During the years ended December 31, 2023 and 2022, the Company granted 122,150 and 42,586 shares, respectively, of market-based restricted stock units. The per share weighted-average grant-date fair values of the market-based awards granted during the years ended December 31, 2023, 2022 and 2021 was $ 23.69 , $ 55.47 and $ 46.07 , respectively, as determined by the Monte Carlo valuation. Notwithstanding the valuation, for the underlying stock price assumption, all market-based stock awards utilize the market value at the close of business on the date the grant is awarded. The Monte Carlo valuation model used to estimate the fair value of the market-based awards granted utilized the following weighted-average assumptions: December 31, 2023 December 31, 2022 December 31, 2021 Underlying stock price at valuation date $ 25.00 $ 59.66 $ 57.06 Expected volatility 50.0 % 43.8 % 35.1 % Risk-free interest rate 4.2 % 3.6 % 1.3 % Contractual term 8 years 8 years 6.1 years Restricted stock activity for the years ended December 31, 2023, 2022 and 2021 is set forth below: Number of Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2021 — $ — Granted 65,235 38.46 Vested — — Canceled — — Nonvested at December 31, 2021 65,235 38.46 Granted 884 37.67 Vested ( 30,703 ) 38.50 Canceled — — Nonvested at December 31, 2022 35,416 38.42 Granted — — Vested ( 19,737 ) 37.77 Canceled — — Nonvested at December 31, 2023 15,679 $ 39.24 As of December 31, 2023, the Company had unrecognized share-based compensation cost related to its restricted stock awards of $ 0.1 million, which is expected to be recognized over a weighted-average period of 0.2 years. -85- Restricted stock unit activity for the years ended December 31, 2023, 2022 and 2021 is set forth below: Number of Shares Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at January 1, 2021 — $ — Exchanged in Separation 125,841 47.15 Granted 887,431 51.22 Vested — — Canceled ( 175 ) 57.15 Outstanding at December 31, 2021 1,013,097 50.71 Granted 259,545 57.61 Vested ( 165,494 ) 54.72 Canceled ( 24,697 ) 56.20 Outstanding at December 31, 2022 1,082,451 51.63 Granted 689,368 27.21 Vested ( 173,356 ) 55.96 Canceled ( 37,906 ) 55.45 Outstanding at December 31, 2023 1,560,557 40.27 3.3 $ 40,902,199 Vested and expected to vest at December 31, 2023 1,160,759 $ 40.44 2.8 $ 30,423,506 As of December 31, 2023, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 36.7 million, which is expected to be recognized over a weighted-average period of 2.6 years. The Company recognized $ 0.9 million, $ 1.3 million and $ 0.2 million, respectively, of tax benefits related to the share-based compensation costs for the years ended December 31, 2023, 2022 and 2021 related to the 2021 Plan. (b) Employee Stock Purchase Plan (“ESPP”) In October of 2021, Consensus established the Consensus Cloud Solutions, Inc. 2021 Employee Stock Purchase Plan (the “Purchase Plan”), which provides the issuance of a maximum of 1,000,000 shares of common stock. Under the Purchase Plan, eligible employees can have up to 15 % of their earnings withheld, up to certain maximums, to be used to purchase shares of Consensus’ common stock at certain plan-defined dates. The purchase price for each offering period is 85 % of the lesser of the fair market value of a share of common stock of the Company (a “Share”) on the first or last day of the offering period, with each offering period being six months. The plan includes a provision which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and therefore, the Company is required to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period, which is the same as the offering period of the Purchase Plan. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the Purchase Plan. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were 7.69 % and 6.73 % as of December 31, 2023 and 2022, respectively. During 2023, 2022 and 2021, 56,663 , 32,096 and 10,421 Consensus shares were purchased under the Purchase Plan for a weighted average purchase price of $ 24.45 , $ 40.39 and $ 49.67 per share, respectively. Cash received upon issuance of the Company’s common stock under the Purchase plan was $ 1.4 million, $ 1.3 million and $ 0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there are 900,820 shares available under the Purchase Plan for future issuance. -86- The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions: December 31, 2023 December 31, 2022 Risk-free interest rate 5.38 % 4.54 % Expected term (in years) 0.5 0.5 Dividend yield 0.00 % 0.00 % Expected volatility 53.57 % 48.19 % Weighted average volatility 53.57 % 48.19 % Historical Cloud Services (a) The 2015 Stock Option Plan In May 2015, the Former Parent’s Board of Directors adopted the Ziff Davis 2015 Stock Option Plan (the “2015 Plan”). The 2015 Plan provided for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units and other share-based awards. Options under the 2015 Plan may be granted at exercise prices determined by the Former Parent’s Board of Directors, provided that the exercise prices shall not be less than the higher of the par value or 100 % of the fair market value of Ziff Davis’ common stock subject to the option on the date the option is granted. At December 31, 2021, options to purchase were zero of common stock that were exercisable under and outside of the 2015 Plan, at weighted average exercise price of zero . Stock options generally expire after 10 years and vest over a 5-year period. All stock option grants were approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m). Stock Options The stock option activity attributable to Consensus employees for the year ended December, 2021 is summarized as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (In Years) Intrinsic Value Options outstanding at January 1, 2021 8,460 $ 29.53 Granted — — Exercised ( 250 ) 29.53 Canceled — — Adjustment due to Separation ( 8,210 ) — Options outstanding at December 31, 2021 — $ — 0.0 $ — Exercisable at December 31, 2021 — $ — 0.0 $ — Vested and expected to vest at December 31, 2021 — $ — 0.0 $ — For the year ended December 31, 2021 the Former Parent granted no options to Consensus employees to purchase shares of common stock pursuant to the 2015 Plan. Stock options granted under the 2015 plan vested 20 % per year and expired 10 years from the date of grant. The total intrinsic values of options exercised attributable to Consensus employees during the year ended December 31, 2021 was zero . The total fair value of options vested during the period prior the Separation attributable to Consensus employees was zero for the year ended December 31, 2021. -87- Cash received by the Former Parent from options exercised under all share-based payment arrangements for the year ended December 31, 2021 was zero . The actual tax benefit realized for the tax deductions from option exercises under the share-based payment arrangements was zero for the year ended December 31, 2021. As of December 31, 2021, there was no unrecognized compensation expense related to nonvested share-based compensation options granted under the 2015 Plan. Fair Value Disclosure The Former Parent used the Black-Scholes option pricing model to calculate the fair value of each option grant. The expected volatility was based on historical volatility of the Former Parent’s common stock. The Former Parent estimated the expected term based upon the historical exercise behavior of its employees. The risk-free interest rate was based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Former Parent used an annualized dividend yield based upon the per share dividends declared by the Former Parent’s Board of Directors. Estimated forfeiture rates were 12.4 % as of December 31, 2021. Restricted Stock and Restricted Stock Units The Former Parent has awarded restricted stock and restricted stock units to the Former Parent’s Board of Directors and senior staff pursuant to the 2015 Plan. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Former Parent’s Board of Directors, five years for senior staff (excluding market-based awards discussed below) and eight years for the Chief Executive Officer. The Former Parent granted 2,207 shares of restricted stock and restricted units the year ended December 31, 2021. Restricted Stock Awards with Market Conditions The Former Parent awarded certain key employees market-based restricted stock awards pursuant to the 2015 Plan. The market-based awards had vesting conditions that were based on specified stock price targets of the Former Parent’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Former Parent achieving the specified stock price targets with a 20-day and 30-day lookback (trading days). Stock-based compensation expense related awards with a market condition were recognized over the requisite service period using the graded-vesting method, regardless of whether the market condition was satisfied, provided that the requisite service period had been completed. During the nine months ended September 30, 2021 the Former Parent awarded 73,094 market-based restricted stock awards. The per share weighted average grant-date fair value of the market-based restricted stock awards granted during the year ended December 31, 2021 was $ 113.27 . The Monte Carlo valuation model used by the Former Parent to estimate the fair value of market-based restricted stock awards granted utilized the following weighted-average assumptions: December 31, 2021 Underlying stock price at valuation $ 113.27 Expected volatility 30.3 % Risk-free interest rate 1.3 % Contractual term 8 years -88- The restricted stock award activity for the year ended December 31, 2021 is set forth below: Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2021 26,869 $ 57.21 Granted — — Vested ( 6,189 ) 74.52 Canceled ( 6,850 ) 83.14 Adjustment due to Separation ( 13,830 ) 53.72 Nonvested at December 31, 2021 — $ — The restricted stock unit activity attributable to Consensus employees for the year ended December 31, 2021 is set forth below: Number of Shares Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at January 1, 2021 13,694 Granted 4,416 Vested ( 2,470 ) Canceled ( 8,856 ) Adjustment due to Separation ( 6,784 ) Outstanding at December 31, 2021 — 0.0 $ — Vested and expected to vest at December 31, 2021 — 0.0 $ — The total fair value of restricted stock and restricted stock units vested during the year ended December 31, 2021 was $ 1.3 million. The actual tax benefit realized for the tax deductions from the vesting of restricted stock awards and units totaled zero for the year ended December 31, 2021. 16. Defined Contribution 401(k) Savings Plan Consensus has a 401(k) Savings Plan that qualifies under Section 401(k) of the Internal Revenue Code. Eligible U.S. employees may contribute a portion of their salary through payroll deductions, subject to certain limitations. The Company may make annual contributions at its sole discretion to these plans. For the years ended December 31, 2023, 2022 and 2021, the Company made contributions of $ 1.1 million, $ 0.8 million and $ 0.2 million, respectively, to this 401(k) Savings Plan. -89- 17. Earnings Per Share The components of basic and diluted earnings per share for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands, except share and per share data): Years Ended December 31, 2023 2022 2021 Numerator for basic and diluted net income per common share: Net income from continuing operations attributable to common shareholders $ 77,295 $ 72,714 $ 121,174 Net income available to participating securities (1) ( 59 ) ( 143 ) ( 359 ) Net income available to common shareholders from continuing operations $ 77,236 $ 72,571 $ 120,815 Denominator: Weighted-average outstanding shares of common stock 19,582,460 19,863,286 19,904,237 Dilutive effect of: Equity incentive plans 13,970 75,351 71,000 Employee stock purchase plan 4,522 15,148 11,652 Common stock and common stock equivalents 19,600,952 19,953,785 19,986,889 Net income per share from continuing operations: Basic $ 3.94 $ 3.65 $ 6.07 Diluted $ 3.94 $ 3.64 $ 6.04 (1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). For the years ended December 31, 2023, 2022 and 2021, 872,418 , 509,280 and 191,076 anti-dilutive shares were excluded from earnings per share calculation, respectively. 18. Segment Information The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance. The CODM views the Company as one segment: Cloud Fax. The Company’s Cloud Fax business is driven primarily by subscription revenues. The Company evaluates performance based on revenue, gross margin and profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses. The Company maintains operations in the U.S., Canada, Ireland and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands): Years ended December 31, 2023 2022 2021 Revenues: United States $ 286,829 $ 286,044 $ 274,814 Canada 52,216 49,392 45,157 Ireland 14,534 17,773 21,913 All other countries 8,983 9,213 10,780 Foreign countries 75,733 76,378 77,850 Total $ 362,562 $ 362,422 $ 352,664 -90- The following presents the Company’s long-lived assets by geographic region, which consist of property and equipment, net and operating lease right-of-use assets (in thousands): December 31, 2023 December 31, 2022 Long-lived assets: United States $ 87,378 $ 61,858 Canada 196 531 Ireland 250 167 All other countries 138 277 Foreign countries 584 975 Total $ 87,962 $ 62,833 19. Supplemental Cash Flows Information Cash paid for interest on outstanding debt during the years ended December 31, 2023, 2022 and 2021 was $ 51.4 million, $ 51.9 million and zero , respectively. The Company capitalized $ 2.6 million and $ 1.4 million of interest expense within property and equipment, net on the Company’s Consolidated Balance Sheets during the years ended December 31, 2023 and 2022, respectively. Zero interest expense was capitalized during the year ended December 31, 2021. The Company capitalized $ 1.9 million and $ 1.5 million of share-based compensation cost within property and equipment, net on the Company’s Consolidated Balance Sheets during the years ended December 31, 2023 and 2022, respectively. Zero share-based compensation cost was capitalized during the year ended December 31, 2021. Cash paid for income taxes net of refunds received was $ 16.6 million, $ 36.5 million and $ 3.1 million during the years ended December 31, 2023, 2022 and 2021, respectively. During the year ended December 31, 2021, in a non-cash transaction, an asset related to the $ 500.0 million aggregate principal amount of the 6.5 % Senior Notes due in 2028 (see Note 9 - Long-Term Debt) and $ 837.3 million of non-fax business net assets were transferred to Ziff Davis with a corresponding reduction in additional-paid-in-capital. 20. Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the years ended December 31, 2023, 2022 and 2021 (in thousands): Foreign Currency Translation Balance as of January 1, 2021 $ ( 55,966 ) Other comprehensive loss before reclassifications ( 14,397 ) Transfer of non-fax business to Former Parent 53,506 Net current period other comprehensive income 39,109 Balance as of December 31, 2021 $ ( 16,857 ) Other comprehensive loss before reclassifications ( 2,251 ) Net current period other comprehensive loss ( 2,251 ) Balance as of December 31, 2022 $ ( 19,108 ) Other comprehensive income before reclassifications 5,931 Net current period other comprehensive income 5,931 Balance as of December 31, 2023 $ ( 13,177 ) -91- There were no reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2023, 2022 and 2021. 21. Related Party Transactions In preparation for and in executing the Separation, the Company incurred approximately $ 11.5 million (excluding costs associated with the deferred issuance costs) of transaction-related costs, before reimbursement by Ziff Davis during the year ended December 31, 2021. These transaction costs primarily relate to professional fees associated with preparation of regulatory filings and transaction execution and separation activities within finance, tax and legal functions. During the year ended December 31, 2021, Consensus paid approximately $ 16.1 million to Ziff Davis. These transaction-related costs were recorded in general and administrative expenses within the Consolidated Statement of Income. The Company also reimbursed Ziff Davis for certain costs associated with the issuance of the 2026 and 2028 Senior Notes, totaling $ 7.9 million, which was recorded as deferred issuance costs. In addition, the Company paid Ziff Davis approximately $ 8.9 million subsequent to the Separation due to excess cash held at the Separation date net of other related items pursuant to the Separation and Distribution Agreement. In connection with the Separation, Consensus and Ziff Davis entered into several agreements that governed the relationship of the parties following the Separation, including a separation and distribution agreement, a transition services agreement (“TSA”), a tax matters agreement, an employee matters agreement, an intellectual property license agreement and a stockholder and registration rights agreement (the “Agreements”). The TSA governed services including certain information technology services, finance and accounting services and human resource and employee benefit services. The agreed-upon charges, if any, for such services were intended to cover any costs and expenses incurred in providing such services. The TSA terminated on October 7, 2023. Further, as noted in Note 10, Ziff Davis assigned its lease of office space in Los Angeles, California to Consensus. Ziff Davis and Consensus had joint liability under the lease through October 7, 2022, after which time the Company became the sole lessee under the lease. During the year ended December 31, 2023 and 2022, the Company paid approximately $ 1.0 million and $ 20.8 million, respectively, to Ziff Davis, to settle co-mingled cash accounts, costs associated with the transition services agreement and Separation. Additionally, the Company incurred approximately $ 0.6 million in costs related to the registration of shares for sale held by Ziff Davis for the year ended December 31, 2022. No costs were incurred in 2023 related to the registration of shares for sale held by Ziff Davis. These costs were recorded in general and administrative expenses within the Consolidated Statement of Income. Subsequent to the disposition of the shares, Ziff Davis’ beneficial ownership in the Company was under 10 % as of December 31, 2023. Amounts due to Ziff Davis as of December 31, 2023 and 2022 were $ 0.1 million and $ 0.2 million, respectively. 22. Subsequent Events In connection with the Company’s Debt Repurchase Program (see Note 9 - Long-Term Debt), the Company paid $ 28.6 million to repurchase $ 30.4 million in principal of its senior notes subsequent to year-end. Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure None.