Consensus Cloud Solutions, Inc. 10-Q

Item 1. Financial Statements. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands except share and per share data) March 31, 2024 December 31, 2023 ASSETS Cash and cash equivalents $ 61,511 $ 88,715 Accounts receivable, net of allowances of $ 6,088 and $ 6,271 , respectively 27,421 26,342 Prepaid expenses and other current assets 9,772 10,191 Total current assets 98,704 125,248 Property and equipment, net 86,743 81,196 Operating lease right-of-use assets 6,391 6,766 Intangibles, net 43,998 44,990 Goodwill 347,219 348,822 Deferred income taxes 32,783 34,869 Other assets 4,953 5,364 TOTAL ASSETS $ 620,791 $ 647,255 LIABILITIES AND STOCKHOLDERS’ DEFICIT Accounts payable and accrued expenses $ 45,215 $ 36,506 Income taxes payable, current 4,514 2,224 Deferred revenue, current 22,452 22,041 Operating lease liabilities, current 2,003 2,038 Current portion of long-term debt — 8,575 Total current liabilities 74,184 71,384 Long-term debt, net of current portion 671,697 725,405 Deferred revenue, noncurrent 2,186 2,270 Operating lease liabilities, noncurrent 12,737 13,212 Liability for uncertain tax positions 10,464 9,740 Deferred income taxes 1,085 1,098 Other long-term liabilities 262 268 TOTAL LIABILITIES 772,615 823,377 Commitments and contingencies (Note 8) Common stock, $ 0.01 par value. Authorized 120,000,000 ; total issued is 20,291,793 and 20,273,686 shares and total outstanding is 19,220,169 and 19,245,024 shares as of March 31, 2024 and December 31, 2023, respectively 203 203 Treasury stock, at cost ( 1,071,624 and 1,028,662 shares as of March 31, 2024 and December 31, 2023, respectively) ( 31,994 ) ( 31,282 ) Additional paid-in capital 46,201 41,247 Accumulated deficit ( 146,743 ) ( 173,113 ) Accumulated other comprehensive loss ( 19,491 ) ( 13,177 ) TOTAL STOCKHOLDERS’ DEFICIT ( 151,824 ) ( 176,122 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 620,791 $ 647,255 See Notes to Condensed Consolidated Financial Statements -3- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited, in thousands except share and per share data) Three Months Ended March 31, 2024 2023 Revenues $ 88,146 $ 91,454 Cost of revenues (1) 17,048 17,508 Gross profit 71,098 73,946 Operating expenses: Sales and marketing (1) 12,558 16,893 Research, development and engineering (1) 1,905 1,904 General and administrative (1) 18,968 21,152 Total operating expenses 33,431 39,949 Income from operations 37,667 33,997 Interest expense ( 6,199 ) ( 12,566 ) Interest income 923 — Other income (expense), net 3,902 ( 844 ) Income before income taxes 36,293 20,587 Income tax expense 9,923 5,129 Net income $ 26,370 $ 15,458 Net income per common share: Basic $ 1.37 $ 0.78 Diluted $ 1.37 $ 0.78 Weighted average shares outstanding: Basic 19,220,340 19,847,280 Diluted 19,233,736 19,884,657 (1) Includes share-based compensation expense as follows: Cost of revenues $ 503 $ 296 Sales and marketing 679 372 Research, development and engineering 95 40 General and administrative 3,173 4,432 Total $ 4,450 $ 5,140 See Notes to Condensed Consolidated Financial Statements -4- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited, in thousands) Three Months Ended March 31, 2024 2023 Net income $ 26,370 $ 15,458 Other comprehensive (loss) gain: Foreign currency translation adjustment ( 6,314 ) 3,078 Other comprehensive (loss) gain ( 6,314 ) 3,078 Comprehensive income $ 20,056 $ 18,536 See Notes to Condensed Consolidated Financial Statements -5- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net income $ 26,370 $ 15,458 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,767 4,347 Amortization of financing costs and discounts 479 495 Non-cash operating lease costs 370 416 Share-based compensation 4,450 5,140 Provision for doubtful accounts 875 1,831 Deferred income taxes, net 1,361 ( 66 ) Gain on extinguishment of debt ( 4,865 ) — Changes in operating assets and liabilities: Decrease (increase) in: Accounts receivable ( 2,008 ) ( 3,429 ) Prepaid expenses and other current assets 378 ( 266 ) Other assets 411 424 Increase (decrease) in: Accounts payable and accrued expenses 9,111 12,400 Income taxes payable 2,373 206 Deferred revenue 430 735 Operating lease liabilities ( 531 ) ( 423 ) Liability for uncertain tax positions 724 713 Other liabilities ( 6 ) ( 10 ) Net cash provided by operating activities 44,689 37,971 Cash flows from investing activities: Purchases of property and equipment ( 8,923 ) ( 8,548 ) Purchase of investments — ( 4,000 ) Net cash used in investing activities ( 8,923 ) ( 12,548 ) Cash flows from financing activities: Repurchase of common stock ( 712 ) ( 9,195 ) Taxes paid related to net share settlement ( 233 ) ( 451 ) Repurchase of debt ( 57,884 ) — Net cash used in financing activities ( 58,829 ) ( 9,646 ) Effect of exchange rate changes on cash and cash equivalents ( 4,141 ) 1,324 Net change in cash and cash equivalents ( 27,204 ) 17,101 Cash and cash equivalents at beginning of period 88,715 94,164 Cash and cash equivalents at end of period $ 61,511 $ 111,265 See Notes to Condensed Consolidated Financial Statements -6- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Unaudited, in thousands except share amounts) Common stock Additional paid-in Treasury stock Accumulated Accumulated other comprehensive Total Shares Amount capital Shares Amount deficit loss deficit Balance, January 1, 2023 20,105,545 $ 201 $ 21,650 ( 189,114 ) $ ( 7,596 ) $ ( 250,408 ) $ ( 19,108 ) $ ( 255,261 ) Net income — — — — — 15,458 — 15,458 Foreign currency translation adjustment — — — — — — 3,078 3,078 Vested restricted stock 24,840 — — — — — — — Shares withheld related to net share settlement ( 11,418 ) — ( 451 ) — — — — ( 451 ) Repurchase of common stock — — — ( 270,192 ) ( 9,195 ) — — ( 9,195 ) Share-based compensation — — 5,660 — — — — 5,660 Balance, March 31, 2023 20,118,967 $ 201 $ 26,859 ( 459,306 ) $ ( 16,791 ) $ ( 234,950 ) $ ( 16,030 ) $ ( 240,711 ) Common stock Additional paid-in Treasury stock Accumulated Accumulated other comprehensive Total Shares Amount capital Shares Amount deficit loss deficit Balance, January 1, 2024 20,273,686 $ 203 $ 41,247 ( 1,028,662 ) $ ( 31,282 ) $ ( 173,113 ) $ ( 13,177 ) $ ( 176,122 ) Net income — — — — — 26,370 — 26,370 Foreign currency translation adjustment — — — — — — ( 6,314 ) ( 6,314 ) Vested restricted stock 33,447 — — — — — — — Shares withheld related to net share settlement ( 15,340 ) — ( 233 ) — — — — ( 233 ) Repurchase of common stock — — — ( 42,962 ) ( 712 ) — — ( 712 ) Share-based compensation — — 5,187 — — — — 5,187 Balance, March 31, 2024 20,291,793 $ 203 $ 46,201 ( 1,071,624 ) $ ( 31,994 ) $ ( 146,743 ) $ ( 19,491 ) $ ( 151,824 ) See Notes to Condensed Consolidated Financial Statements -7- CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation 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 46 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 March 31, 2024 and December 31, 2023 (see Note 15 - Related Party Transactions). Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2023, included in our Annual Report (Form 10-K) filed with the SEC on February 28, 2024. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period. Use of Estimates The preparation of condensed consolidated financial statements in accordance with 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 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 -8- 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. Significant Accounting Policies There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Segment Reporting Financial Accounting Standards Board (“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. The chief operating decision maker views the Company as one reportable segment known as Cloud Fax (see Note 14 - Segment Information). 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. 2. Recent Accounting Pronouncements 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 condensed consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to 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 condensed 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 condensed consolidated financial statements. -9- 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. Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended March 31, 2024 2023 Revenues Corporate $ 51,390 $ 49,407 Small office home office (“SoHo”) 36,754 42,030 Other 2 17 Total $ 88,146 $ 91,454 Timing of revenue recognition Point in time $ 210 $ 153 Over time 87,936 91,301 Total $ 88,146 $ 91,454 The Company has recorded $ 10.1 million and $ 11.5 million of revenue for the three months ended March 31, 2024 and 2023, 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. -10- 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. 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 an upfront subscription amount for services, or amount for usage in arrears, or a combination thereof, 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. Fair Value Measurements The Company complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurement, (“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: -11- § 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 $ 51.4 million and $ 72.1 million as of March 31, 2024 and December 31, 2023, 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 7 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost. Assets Measured on a Non-Recurring Basis The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangible 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. 5. Property and Equipment Property and equipment, stated at cost, as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands): March 31, 2024 December 31, 2023 Internal-use software development costs $ 69,608 $ 51,396 Computers, software and equipment 21,420 21,701 Furniture and fixtures 885 887 Leasehold improvements 1,718 1,720 Internal-use software development costs in process 39,401 48,022 133,032 123,726 Less: Accumulated depreciation and amortization ( 46,289 ) ( 42,530 ) Total property and equipment, net $ 86,743 $ 81,196 Depreciation and amortization expense was $ 3.9 million and $ 3.3 million for the three months ended March 31, 2024 and 2023, respectively. No impairment was recorded in the three months ended March 31, 2024 and 2023. -12- 6. Goodwill and Intangible Assets The changes in carrying amounts of goodwill for the three months ended March 31, 2024 are as follows (in thousands): Amount Balance as of January 1, 2024 $ 348,822 Foreign exchange translation ( 1,603 ) Balance as of March 31, 2024 $ 347,219 As of March 31, 2024 the Company’s goodwill has no accumulated impairment. Intangible Assets with Indefinite Lives: Intangible assets are summarized as of March 31, 2024 and December 31, 2023 as follows (in thousands): March 31, 2024 December 31, 2023 Trade names $ 27,345 $ 27,367 Other 4,045 4,045 Total $ 31,390 $ 31,412 Intangible Assets Subject to Amortization: As of March 31, 2024, 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 $ 8,160 $ 7,782 $ 378 Patent and patent licenses 0.0 years 54,341 54,341 — Customer relationships (1) 2.5 years 107,938 97,578 10,360 Other purchased intangibles 1.4 years 11,919 10,049 1,870 Total $ 182,358 $ 169,750 $ 12,608 (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, 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. -13- Expected amortization expenses for intangible assets subject to amortization at March 31, 2024 are as follows (in thousands): Fiscal Year: Amount 2024 (remainder) $ 2,743 2025 2,596 2026 2,091 2027 1,391 2028 986 Thereafter 2,801 Total $ 12,608 Amortization expense was $ 0.9 million and $ 1.1 million for the three months ended March 31, 2024 and 2023, respectively. 7. Long-Term Debt Long-term debt as of March 31, 2024 and December 31, 2023 consists of the following (in thousands): March 31, 2024 December 31, 2023 2026 Senior Notes $ 260,810 $ 280,014 2028 Senior Notes 418,163 462,414 Total 678,973 742,428 Less: Deferred issuance costs ( 7,276 ) ( 8,448 ) Total debt 671,697 733,980 Less: current portion, net of debt issuance costs — ( 8,575 ) Total long-term debt, less current portion $ 671,697 $ 725,405 As of March 31, 2024 and December 31, 2023, the estimated fair value of the 2026 Senior Notes was approximately $ 249.4 million and $ 266.0 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. As of March 31, 2024 and December 31, 2023, the estimated fair value of the 2028 Senior Notes was approximately $ 372.2 million and $ 422.5 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. At March 31, 2024, future principal payments for debt were as follows (in thousands): Fiscal year: Total 2024 (remainder) $ — 2025 — 2026 260,810 2027 — 2028 418,163 Thereafter — Total $ 678,973 The Company capitalized $ 0.7 million and $ 0.5 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended March 31, 2024 and 2023, respectively. -14- 2026 Senior Notes On October 7, 2021, Consensus issued $ 305.0 million of senior notes due in 2026 (the “2026 Senior Notes”), receiving net 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 Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023. The 2026 Senior Notes bear interest at a rate of 6.0 % per annum and mature on October 15, 2026. The indenture pursuant to which the 2026 Senior Notes were issued 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 March 31, 2024. 2028 Senior Notes On October 7, 2021, Consensus issued $ 500.0 million of 6.5 % senior notes due in 2028 (the “2028 Senior Notes”) to Ziff Davis (see Note 15 - Related Party Transactions) in exchange for the equity interest in the Company. 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 of 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 Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023. The 2028 Senior Notes bear interest at a rate of 6.5 % per annum and mature on October 15, 2028. The indenture pursuant to which the 2028 Senior Notes were issued 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 March 31, 2024. 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 March 31, 2024, 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 March 31, 2024. -15- 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. During the three months ended March 31, 2024 and 2023, the Company retired $ 63.5 million and zero , respectively, in principal of its senior notes. As of March 31, 2024 the Company has retired an aggregate of $ 126.0 million in principal of its senior notes under this program. In connection with the Debt Repurchase Program, the Company reclassified zero and $ 8.6 million of long-term debt, net of current portion to the current portion of long-term debt as of March 31, 2024 and December 31, 2023, respectively, as the Company had the intention and cash on hand to extinguish the respective amounts of debt within the next reporting period. For the three months ended March 31, 2024 and 2023, a net gain on debt extinguishment of $ 4.9 million and zero , respectively, related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income. 8. 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 legal fees related to any litigation as incurred. Non-Income Related Taxes In the third quarter of 2022, the Company initiated a Voluntary Disclosure Agreement (“VDA”) process to voluntarily report sales tax liability related to prior periods where the Company had previously not been able to estimate its exposure. The Company recorded an accrual as the exposure became probable and estimable. The VDA process was completed in the fourth quarter of 2023. While the Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No. 450, Contingencies, 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 recorded a sales tax expense within general and administrative expenses in the Condensed Consolidated Statements of Income of $ 0.6 million for both the three months ended March 31, 2024 and 2023, respectively. The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business. The sales tax liability within accounts payable and accrued expenses on the Company’s Condensed Consolidated Balance Sheets was $ 6.1 million and $ 7.3 million as of March 31, 2024 and December 31, 2023, respectively. -16- 9. Other Balance Sheet Account Details Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Prepaid insurance $ 700 $ 939 Prepaid income taxes 1,238 3,698 Prepaid software licenses 5,047 3,232 Other prepaid expenses 2,305 1,799 Other current assets 482 523 Total $ 9,772 $ 10,191 Accounts payable and accrued expenses Accounts payable and accrued expenses consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accounts payable $ 8,212 $ 9,858 Accrued sales and other taxes 7,642 8,806 Accrued interest 19,654 9,885 Accrued compensation 5,058 4,337 Accrued advertising expenses 1,349 2,485 Other accrued expenses 3,300 1,135 Total $ 45,215 $ 36,506 10. Income Taxes The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was 27.3 % and 24.9 %, respectively. The Company’s rate increase during the three months ended March 31, 2024 over the prior period is primarily due to the change in the geographical mix of income and an increase in the valuation allowance. The Company’s effective tax rates for the three months ended March 31, 2024 and 2023 differed from the U.S. federal statutory rates of 21% primarily as a result of state income taxes, nondeductible expenses for tax purposes, foreign rate differential, research and development credits and uncertain tax positions. As of March 31, 2024 and December 31, 2023, the Company had $ 10.5 million and $ 9.7 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statements of Income. Income Tax Audits The Company files tax returns in the United States, Ireland, Canada, Japan, Netherlands, France and Hong Kong. As of March 31, 2024, the Company is not under audit in any jurisdiction that it operates within. In respect to these international subsidiaries, tax returns for the years from 2017 onwards are still open to examination by tax authorities. -17- 11. Stockholders’ Deficit 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 three months ended March 31, 2024 and 2023, the Company repurchased 42,962 and 270,192 shares, respectively, at an aggregate cost of $ 0.7 million and $ 9.2 million, respectively, inclusive of excise tax of zero in both periods under this program. Cumulatively as of March 31, 2024, 1,071,624 shares have been repurchased under this program at an aggregate cost of $ 32.0 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. 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 condensed 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 three months ended March 31, 2024 and 2023, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 15,340 shares and 11,418 shares, respectively. 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 7 - Long-Term Debt). 12. Equity Incentive Plan The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”). 2021 Equity Incentive Plan In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which 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. Under the 2021 Plan, 4,000,000 shares of common stock are authorized to be granted. As of March 31, 2024, 2,157,032 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 stock 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 generally 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. -18- 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), based on the award agreement. Stock-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method, unless the market condition has been met and 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 three months ended March 31, 2024 and 2023, the Company awarded zero market-based restricted stock awards and restricted stock units. Restricted stock activity for the three months ended March 31, 2024 is set forth below: Number of Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2024 15,679 $ 39.24 Granted — — Vested ( 9,225 ) 37.95 Canceled ( 394 ) 38.27 Nonvested at March 31, 2024 6,060 $ 41.25 As of March 31, 2024, the Company had no remaining unrecognized share-based compensation cost related to its restricted stock awards, as they have been fully expensed as of the end of the period. Restricted stock unit activity for the three months ended March 31, 2024 is set forth below: Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at January 1, 2024 1,560,557 $ 40.27 Granted 41,482 18.85 Vested ( 33,841 ) 51.29 Canceled ( 35,296 ) 43.90 Outstanding at March 31, 2024 1,532,902 $ 39.36 As of March 31, 2024, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 30.9 million, which is expected to be recognized over a weighted-average period of 2.4 years. The Company capitalized $ 0.7 million and $ 0.5 million of share-based compensation cost during the three months ended March 31, 2024 and 2023, respectively, within property and equipment, net on its Condensed Consolidated Balance Sheets. -19- 13. Earnings Per Share The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator for basic and diluted net income per common share: Net income attributable to common shareholders $ 26,370 $ 15,458 Net income available to participating securities (1) ( 10 ) ( 21 ) Net income available to common shareholders from operations $ 26,360 $ 15,437 Denominator: Weighted-average outstanding shares of common stock 19,220,340 19,847,280 Dilutive effect of: Equity incentive plans 4,582 27,655 Employee Stock Purchase Plan 8,814 9,722 Common stock and common stock equivalents 19,233,736 19,884,657 Net income per share from operations: Basic $ 1.37 $ 0.78 Diluted $ 1.37 $ 0.78 (1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). For the three months ended March 31, 2024 and 2023, there were 1,406,900 and 597,542 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation. 14. 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. -20- 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): Three Months Ended March 31, 2024 2023 Revenues: United States $ 69,712 $ 72,313 Canada 13,119 12,834 Ireland 3,174 3,942 All other countries 2,141 2,365 Foreign countries 18,434 19,141 Total $ 88,146 $ 91,454 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): March 31, 2024 December 31, 2023 Long-lived assets: United States $ 92,679 $ 87,378 Canada 118 196 Ireland 225 250 All other countries 112 138 Foreign countries 455 584 Total $ 93,134 $ 87,962 15. Related Party Transactions In connection with the Separation, Consensus and Ziff Davis entered into a transition services agreement (“TSA”) following the Separation, which 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. The Company paid approximately $ 0.1 million and $ 0.2 million, during the three months ended March 31, 2024 and 2023, respectively, to Ziff Davis for costs primarily associated with the transition services agreement. Subsequent to the disposition of the shares, Ziff Davis’ beneficial ownership in the Company was under 10 %, as of March 31, 2024 and December 31, 2023 (see Note 1 - Basis of Presentation). Amounts due to Ziff Davis as of March 31, 2024 and December 31, 2023 were zero and $ 0.1 million, respectively. These amounts are recorded within accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. -21-