47 unchanged sentences
We believe these financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.
−Removed: The following table sets forth certain key performance metrics for our operations for the three and six months ended June 30, 2024 and 2023 (in thousands, except for percentages and Average Revenue per Customer Account):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The following table sets forth certain key performance metrics for our operations for the three and nine months ended September 30, 2024 and 2023 (in thousands, except for percentages and Average Revenue per Customer Account):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
27 unchanged sentences
(3) Paid Adds represents paying new Consensus customer accounts added during the periods presented.
−Removed: (4) Monthly churn is defined as Consensus paying customer accounts that cancelled services during the period divided by the average number of customers over the period.
−Removed: This measure is calculated monthly and expressed as an average over the applicable period.
+Added: (4) Monthly churn represents paid monthly SoHo and Corporate customer accounts that were cancelled during each month of the quarter or year-to-date period divided by the average number of customers during each month of the same quarter or year-to-date period (including the paid adds).
+Added: The period measured is the quarter or year-to-date and expressed as a monthly churn rate over the respective period.
Critical Accounting Estimates
2 unchanged sentences
Our critical accounting policies are described in our 2023 Annual Report on Form 10-K filed with the SEC on February 28, 2024.
−Removed: During the six months ended June 30, 2024, there were no significant changes in our critical accounting policies and estimates.
−Removed: Results of Operations for the Three and Six Months Ended June 30, 2024 and 2023
+Added: During the nine months ended September 30, 2024, there were no significant changes in our critical accounting policies and estimates.
+Added: Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
The main strategic focus of our Consensus offerings is to enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.
1 unchanged sentence
We expect our business to primarily grow organically and inorganically through the use of capital for re-investment in the business and opportunistic acquisitions that expedite our product roadmap in the interoperability space should they arise.
−Removed: (in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change
+Added: (in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2024 2023 2024 2023
1 unchanged sentence
Our revenues primarily consist of revenues from “fixed” customer subscription revenues and “variable” revenues generated from actual usage of our services.
−Removed: Revenues decreased by $5.3 million or 6% for the three months ended June 30, 2024 over the prior year comparable period.
+Added: Revenues decreased by $2.8 million or 3% for the three months ended September 30, 2024 over the prior year comparable period.
The decrease was due to a decline of $5.5 million or 14% in our SoHo business, partially offset by an increase of $2.7 million or 5% in our corporate business.
−Removed: Revenues decreased by $8.6 million or 5% for the six months ended June 30, 2024 over the prior year comparable period.
+Added: Revenues decreased by $11.4 million or 4% for the nine months ended September 30, 2024 over the prior year comparable period.
The decrease was due to a decline of $17.4 million or 14% in our SoHo business, partially offset by an increase of $6.0 million or 4% in our corporate business.
Cost of Revenues
−Removed: (in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change
+Added: (in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2024 2023 2024 2023
2 unchanged sentences
Cost of revenues is primarily comprised of costs associated with personnel costs, data transmission, online processing fees, network operations as well as capitalized software amortization and equipment depreciation.
−Removed: The decrease in cost of revenues for the three months ended June 30, 2024 over the prior year comparable period was primarily due to decreases of $0.7 million in data transmission expense and $0.2 million in online processing fees, partially offset by an increase of $0.7 million in depreciation associated with platform development costs.
−Removed: The decrease in cost of revenues for the six months ended June 30, 2024 over the prior year comparable period was primarily due to a decrease of $1.4 million in data transmission expense, partially offset by an increase of $1.0 million in depreciation associated with platform development costs.
+Added: The increase in cost of revenues for the three months ended September 30, 2024 over the prior year comparable period was primarily due to increases of $0.9 million in depreciation associated with platform development costs and $0.8 million in network operations costs, partially offset by decreases of $0.3 million in data transmission expense, $0.2 million in personnel-related expenses and $0.2 million in online processing fees.
+Added: Cost of revenues for the nine months ended September 30, 2024 remained consistent with the prior year comparable period.
Operating Expenses
Sales and Marketing
−Removed: (in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change
+Added: (in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2024 2023 2024 2023
4 unchanged sentences
Our sales personnel consist of a combination of inside sales and outside sales professionals.
−Removed: The decrease in sales and marketing expenses of $5.8 million for the three months ended June 30, 2024 over the prior year comparable period was primarily due to a reduction in third party advertising spend of $5.5 million, predominantly in SoHo, and a decrease of $0.4 million in personnel-related expenses.
−Removed: The decrease in sales and marketing expenses of $10.1 million for the six months ended June 30, 2024 over the prior year comparable period was primarily due to a reduction in third party advertising spend of $10.2 million, predominantly in SoHo.
+Added: The decrease in sales and marketing expenses of $2.8 million for the three months ended September 30, 2024 over the prior year comparable period was primarily due to a reduction in third party advertising spend of $2.7 million, predominantly in SoHo.
+Added: The decrease in sales and marketing expenses of $12.9 million for the nine months ended September 30, 2024 over the prior year comparable period was primarily due to a reduction in third party advertising spend of $12.8 million, predominantly in SoHo.
Research, Development and Engineering
−Removed: (in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change
+Added: (in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2024 2023 2024 2023
2 unchanged sentences
Our research, development and engineering costs consist primarily of personnel-related expenses.
−Removed: The decrease in research, development and engineering for the three months ended June 30, 2024 over the prior year comparable period was primarily due to a decrease of $0.1 million in computer related expense.
−Removed: The decrease in research, development and engineering for the six months ended June 30, 2024 over the prior year comparable period was primarily due to a decrease of $0.2 million in personnel-related expenses, partially offset by an increase of $0.1 million in computer related expense.
+Added: The increase in research, development and engineering for the three months ended September 30, 2024 over the prior year comparable period was primarily due to an increase of $0.3 million in personnel-related expenses.
+Added: The increase in research, development and engineering for the nine months ended September 30, 2024 over the prior year comparable period was primarily due to increases of $0.1 million in personnel-related expenses and $0.1 million in computer related expense.
General and Administrative
−Removed: (in thousands, except percentages) Three Months Ended June 30, Percentage Change Six Months Ended June 30, Percentage Change
+Added: (in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2024 2023 2024 2023
2 unchanged sentences
Our general and administrative costs consist primarily of personnel-related expenses (inclusive of share-based compensation), professional fees, depreciation and amortization and bad debt expense.
−Removed: General and administrative expenses for the three months ended June 30, 2024 remained consistent with the prior year comparable period.
−Removed: The decrease in general and administrative expenses for the six months ended June 30, 2024 over the prior year comparable period was primarily due to a decrease of $2.0 million in personnel-related expenses.
+Added: The decrease in general and administrative expenses for the three months ended September 30, 2024 over the prior year comparable period was primarily due to decreases of $0.7 million in non-income related tax expenses.
+Added: The decrease in general and administrative expenses for the nine months ended September 30, 2024 over the prior year comparable period was primarily due to decreases of $1.5 million in personnel-related expenses and $1.4 million in professional fees.
Share-Based Compensation
−Removed: The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023 (in thousands):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023 (in thousands):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
8 unchanged sentences
Our interest expense is due to outstanding debt and is reduced by any capitalized interest.
−Removed: Interest expense was $8.7 million and $12.8 million for the three months ended June 30, 2024 and 2023, respectively, and.$14.9 million and $25.4 million for the six months ended June 30, 2024 and 2023, respectively.
−Removed: The decrease between periods was primarily due to the partial extinguishment of debt, resulting in a gain of $1.7 million and $6.6 million for the three and six months ended June 30, 2024, respectively.
+Added: Interest expense was $9.8 million and $12.6 million for the three months ended September 30, 2024 and 2023, respectively, and $24.6 million and $38.0 million for the nine months ended September 30, 2024 and 2023, respectively.
+Added: The decrease between periods was primarily due to the partial extinguishment of debt, resulting in a gain of $0.1 million and $6.7 million for the three and nine months ended September 30, 2024, respectively.
Interest income.
Our interest income is generated from interest earned on cash and cash equivalents.
−Removed: Interest income was $0.6 million and $0.7 million for the three months ended June 30, 2024 and 2023, respectively, and $1.5 million and $0.7 million for the six months ended June 30, 2024 and 2023, respectively.
−Removed: Interest income for the three months ended June 30, 2024 was consistent with the prior year comparable period.
−Removed: Interest income was higher for the six months ended June 30, 2024 compared to the prior year comparable period due to investments in money market funds that began in the second quarter of 2023.
−Removed: Other income (expense), net .
−Removed: Our other income (expense), net is generated primarily from foreign currency and miscellaneous items.
−Removed: Other income (expense), net was $0.7 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively, and $4.6 million and $(0.3) million for the six months ended June 30, 2024 and 2023, respectively.
+Added: Interest income was $0.7 million and $1.5 million for the three months ended September 30, 2024 and 2023, respectively, and $2.2 million and $2.2 million for the nine months ended September 30, 2024 and 2023, respectively.
+Added: Interest income for the three months ended September 30, 2024 decreased compared to the prior year comparable period as the Company decreased its investment in money market funds in order to repurchase long-term debt.
+Added: Interest income for the nine months ended September 30, 2024 was consistent with the prior year comparable period.
+Added: Other (expense) income, net .
+Added: Our other (expense) income, net is generated primarily from foreign currency and miscellaneous items.
+Added: Other (expense) income, net was $(2.1) million and $3.7 million for the three months ended September 30, 2024 and 2023, respectively, and $2.5 million and $3.4 million for the nine months ended September 30, 2024 and 2023, respectively.
The change between periods was primarily attributable to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S.
2 unchanged sentences
Certain of these tax positions have, in the past been challenged, and this may have a significant impact on our effective tax rate if our tax reserves are insufficient.
−Removed: Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations (including those related to transfer pricing) and different tax rates in the various jurisdictions in which we operate.
+Added: Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations and different tax rates in the various jurisdictions in which we operate.
The tax basis of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize.
When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized.
−Removed: The provision for income taxes was $8.6 million and $6.2 million for the three months ended June 30, 2024 and 2023, respectively, and $18.5 million and $11.3 million for the six months ended June 30, 2024 and 2023, respectively.
−Removed: The Company’s effective tax rate was 26.5% and 22.7% for the three months ended June 30, 2024 and 2023, respectively, and 26.9% and 23.7% for the six months ended June 30, 2024 and 2023, respectively.
−Removed: The increase in our effective income tax rate for the three and six months ended June 30, 2024 was primarily attributable to the change in the geographical mix of income, an increase in the valuation allowance, and an increase in state taxes on foreign earnings not permanently reinvested.
+Added: The provision for income taxes was $6.1 million and $7.5 million for the three months ended September 30, 2024 and 2023, respectively, and $24.7 million and $18.9 million for the nine months ended September 30, 2024 and 2023, respectively.
+Added: Our effective tax rate was 22.5% and 23.9% for the three months ended September 30, 2024 and 2023, respectively, and 25.7% and 23.8% for the nine months ended September 30, 2024 and 2023, respectively.
+Added: The decrease in our effective income tax rate for the three months ended September 30, 2024 was primarily due to the change in the geographical mix of income.
+Added: The increase in our effective income tax rate for the nine months ended September 30, 2024 was primarily attributable to the change in the geographical mix of income, an increase in the valuation allowance and an increase in state taxes on foreign earnings not permanently reinvested.
Liquidity and Capital Resources
Cash and Cash Equivalents
−Removed: As of June 30, 2024, we had cash and cash equivalents of $49.2 million compared to $88.7 million as of December 31, 2023.
+Added: As of September 30, 2024, we had cash and cash equivalents of $54.6 million compared to $88.7 million as of December 31, 2023.
The decrease in cash and cash equivalents resulted primarily from cash used for debt repurchases, capitalized expenditures and common stock repurchases, partially offset by cash provided by operations.
−Removed: As of June 30, 2024, cash and cash equivalents held within domestic and foreign jurisdictions were $34.3 million and $14.9 million, respectively.
+Added: As of September 30, 2024, cash and cash equivalents held within domestic and foreign jurisdictions were $29.3 million and $25.3 million, respectively.
Credit Agreement
2 unchanged sentences
The final maturity of the Credit Facility will occur on March 4, 2027.
−Removed: As of June 30, 2024, no amount had been drawn down on the Credit Facility.
+Added: As of September 30, 2024, no amount had been drawn down on the Credit Facility.
Material Cash Requirements
Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments.
−Removed: As of June 30, 2024, we had outstanding $649.3 million in aggregate principal amount of indebtedness (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $17.4 million, which had a weighted average remaining lease term of 6.3 years.
−Removed: As of June 30, 2024, our liability for uncertain tax positions was $11.2 million.
+Added: As of September 30, 2024, we had outstanding $618.2 million in aggregate principal amount of indebtedness (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $18.0 million, which had a weighted average remaining lease term of 5.9 years.
+Added: As of September 30, 2024, our liability for uncertain tax positions was $11.9 million.
Due to uncertainties in the timing of the amounts and timing of cash settlement with the taxing authorities, we are unable to make a reasonably reliable estimate of the timing of payments.
5 unchanged sentences
Any gains or losses on extinguishment of debt are recognized in interest expense on the Condensed Consolidated Statements of Income.
−Removed: As of June 30, 2024 the Company had retired an aggregate of $155.7 million in principal of its senior notes under this program.
+Added: As of September 30, 2024, the Company had retired an aggregate of $186.8 million in principal of its senior notes under this program.
+Added: In connection with the Company’s Debt Repurchase Program (see Note 7 - Long-Term Debt), the Company paid $9.2 million, which includes accrued interest, to repurchase $9.1 million in principal of its senior notes subsequent to the period ended September 30, 2024.
Common Stock Repurchase Program
2 unchanged sentences
The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant.
−Removed: The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans under this program.
−Removed: There were no shares repurchased during the three months ended June 30, 2024 under this program.
−Removed: During the three months ended June 30, 2023 the Company repurchased 68,362 shares under this program at an aggregate cost of $2.1 million, inclusive of excise tax of $0.1 million.
−Removed: During the six months ended June 30, 2024 and 2023, the Company repurchased 42,962 and 338,554 shares, respectively, at an aggregate cost of $0.7 million and $11.3 million, respectively, inclusive of excise tax of zero and $0.1 million, respectively.
−Removed: Cumulatively as of June 30, 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).
+Added: The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans
+Added: under this program.
+Added: There were no shares repurchased during the three months ended September 30, 2024 under this program.
+Added: During the three months ended September 30, 2023 the Company repurchased 152,399 shares under this program at an aggregate cost of $3.8 million, inclusive of excise tax of $0.1 million.
+Added: During the nine months ended September 30, 2024 and 2023, the Company repurchased 42,962 and 490,953 shares, respectively, at an aggregate cost of $0.7 million and $15.1 million, respectively, inclusive of excise tax of zero and $0.1 million, respectively.
+Added: Cumulatively as of September 30, 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.
4 unchanged sentences
These shares do not count against the authorized capacity under the Company’s share repurchase program described above.
−Removed: During the three months ended June 30, 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 21,567 shares and 21,538 shares, respectively.
−Removed: During the six months ended June 30, 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 36,907 shares and 32,956 shares, respectively.
+Added: During the three months ended September 30, 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 3,489 shares and 2,412 shares, respectively.
+Added: During the nine months ended September 30, 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 40,396 shares and 35,368 shares, respectively.
Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents.
−Removed: Net cash provided by operating activities was $69.1 million and $52.1 million for the six months ended June 30, 2024 and 2023, respectively.
+Added: Net cash provided by operating activities was $110.6 million and $112.1 million for the nine months ended September 30, 2024 and 2023, respectively.
Our operating cash flows resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services and employee compensation.
−Removed: The increase in our net cash provided by operating activities in 2024 compared to 2023 was primarily attributable to increased income after excluding noncash items.
−Removed: In addition, there was an increase in cash flows from changes in our net working capital in 2024 compared to 2023, most notably the change in the balances of our accounts payable and accrued expenses and accounts receivable over the presented periods.
−Removed: Net cash used in investing activities was $17.5 million and $22.7 million for the six months ended June 30, 2024 and 2023, respectively.
−Removed: For the six months ended June 30, 2024, net cash used in investing activities consisted of capital expenditures associated with the purchase of property and equipment (including capitalized labor).
−Removed: Capital expenditures remained consistent from 2023 to 2024, however in 2023 the Company purchased an investment, which increased the net cash used in investing activities in 2023.
−Removed: Net cash used in financing activities was $86.1 million and $11.5 million for the six months ended June 30, 2024 and 2023, respectively.
−Removed: For the six months ended June 30, 2024, net cash used in financing activities was primarily attributable to cash outlays the Company used to repurchase a portion of its outstanding senior notes debt facilities.
−Removed: For the six months ended June 30, 2023, net cash used in financing activities was primarily attributable to cash used to repurchase common stock.
−Removed: For the six months ended June 30, 2024 and 2023, net cash used in financing activities also included the payment of employee income tax obligations related to the net settlement of equity awards and cash inflows related to the issuance of common stock under the Company’s employee stock purchase plan.
+Added: The decrease in our net cash provided by operating activities over the prior comparable period was primarily attributable to a decrease in our net working capital accounts of $3.4 million, partially offset by increased income of $1.9 million after excluding noncash items.
+Added: Net cash used in investing activities was $25.5 million and $32.7 million for the nine months ended September 30, 2024 and 2023, respectively.
+Added: For the nine months ended September 30, 2024, net cash used in investing activities consisted of capital expenditures associated with the purchase of property and equipment (including capitalized labor).
+Added: The decrease in our net cash used in investing activities over the prior comparable period was primarily attributable to less cash used for investments and capital expenditures associated with the purchase of property and equipment (including capitalized labor).
+Added: Net cash used in financing activities was $116.8 million and $14.1 million for the nine months ended September 30, 2024 and 2023, respectively.
+Added: For the nine months ended September 30, 2024, net cash used in financing activities was primarily attributable to cash outlays the Company used to repurchase a portion of its outstanding senior notes debt facilities.
+Added: For the nine months ended September 30, 2023, net cash used in financing activities was primarily attributable to cash used to repurchase common stock.
+Added: The change in net cash used in financing activities over the prior comparable period was primarily attributable to an increase in cash outflows related to the repurchase of our debt in the current period, which was absent in the prior period, partially offset by a decrease in the repurchases of the Company’s common stock.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.