What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 148 added, 84 removed, 509 unchanged (31% of the section changed)

4 unchanged sentences

(Unaudited, in thousands except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 57,894 $ 33,545

27 unchanged sentences

Authorized 120,000,000 ;

total issued is 20,628,133 and 20,609,725 shares and total outstanding is 19,540,937 and 19,524,000 shares as of March 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost ( 1,087,196 and 1,085,725 shares as of March 31, 2025 and December 31, 2024, respectively)

total issued is 20,731,103 and 20,609,725 shares and total outstanding is 19,092,034 and 19,524,000 shares as of June 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost ( 1,639,069 and 1,085,725 shares as of June 30, 2025 and December 31, 2024, respectively)

( 44,887 ) ( 32,313 )

9 unchanged sentences

(Unaudited, in thousands except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenues $ 87,721 $ 87,500 $ 174,859 $ 175,646

6 unchanged sentences

Research, development and engineering (1)

1,744 1,643 3,456 3,548

General and administrative (1)

25 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income $ 20,781 $ 23,874 $ 41,933 $ 50,244

8 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

8 unchanged sentences

Loss (gain) on extinguishment of debt

123 ( 6,555 )

Changes in operating assets and liabilities:

16 unchanged sentences

Cash flows from financing activities:

Proceeds from the issuance of common stock under employee stock purchase plan 694 747

Repurchase of common stock ( 12,344 ) ( 708 )

15 unchanged sentences

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 )

Balance, April 1, 2024 20,291,793 $ 203 $ 46,201 ( 1,071,624 ) $ ( 31,994 ) $ ( 146,743 ) $ ( 19,491 ) $ ( 151,824 )

Net income — — — — — 23,874 — 23,874

5 unchanged sentences

Share-based compensation — — 4,478 — — — — 4,478

Balance, March 31, 2024

Issuance of shares under ESPP 45,420 — 747 — — — — 747

Balance, June 30, 2024 20,368,194 $ 204 $ 51,043 ( 1,071,624 ) $ ( 31,990 ) $ ( 122,869 ) $ ( 20,828 ) $ ( 124,440 )

Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit loss deficit

Balance, April 1, 2025 20,628,133 $ 206 $ 63,992 ( 1,087,196 ) $ ( 32,347 ) $ ( 62,526 ) $ ( 18,683 ) $ ( 49,358 )

Net income — — — — — 20,781 — 20,781

Foreign currency translation adjustment

— — — — — — 9,859 9,859

Vested restricted stock 105,581 1 ( 1 ) — — — — —

Shares withheld related to net share settlement ( 37,568 ) — ( 835 ) — — — — ( 835 )

Repurchase of common stock — — — ( 551,873 ) ( 12,540 ) — — ( 12,540 )

Share-based compensation — — 4,920 — — — — 4,920

Issuance of shares under ESPP 34,957 — 694 — — — — 694

Balance, June 30, 2025 20,731,103 $ 207 $ 68,770 ( 1,639,069 ) $ ( 44,887 ) $ ( 41,745 ) $ ( 8,824 ) $ ( 26,479 )

CONSENSUS CLOUD SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited, in thousands except share amounts)

Common stock Additional

2 unchanged sentences

Balance, January 1, 2024 20,273,686 $ 203 $ 41,247 ( 1,028,662 ) $ ( 31,282 ) $ ( 173,113 ) $ ( 13,177 ) $ ( 176,122 )

20,609,725 $ 206 $ 59,373 ( 1,085,725 ) $ ( 32,313 ) $ ( 83,678 ) $ ( 23,051 ) $ ( 79,463 )

Net income — — — — — 50,244 — 50,244

5 unchanged sentences

Share-based compensation — — 9,665 — — — — 9,665

Balance, March 31, 2025

Issuance of shares under ESPP 45,420 — 747 — — — — 747

Balance, June 30, 2024 20,368,194 $ 204 $ 51,043 ( 1,071,624 ) $ ( 31,990 ) $ ( 122,869 ) $ ( 20,828 ) $ ( 124,440 )

Common stock Additional

paid-in Treasury stock Accumulated Accumulated other comprehensive Total

Shares Amount capital Shares Amount deficit loss deficit

Balance, January 1, 2025 20,609,725 $ 206 $ 59,373 ( 1,085,725 ) $ ( 32,313 ) $ ( 83,678 ) $ ( 23,051 ) $ ( 79,463 )

Net income — — — — — 41,933 — 41,933

Foreign currency translation adjustment

— — — — — — 14,227 14,227

Vested restricted stock 137,466 1 ( 1 ) — — — — —

Shares withheld related to net share settlement ( 51,045 ) — ( 1,174 ) — — — — ( 1,174 )

Repurchase of common stock — — — ( 553,344 ) ( 12,574 ) — — ( 12,574 )

Share-based compensation — — 9,878 — — — — 9,878

Issuance of shares under ESPP 34,957 — 694 — — — — 694

Balance, June 30, 2025 20,731,103 $ 207 $ 68,770 ( 1,639,069 ) $ ( 44,887 ) $ ( 41,745 ) $ ( 8,824 ) $ ( 26,479 )

See Notes to Condensed Consolidated Financial Statements

4 unchanged sentences

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 customers of all sizes, from enterprises to individuals, across the globe and multiple industry verticals including healthcare, government, financial services, law and education.

Consensus serves customers of all sizes, from enterprises to individuals, across the globe and multiple industry verticals including, but not limited to, 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.

48 unchanged sentences

Early adoption is permitted.

The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

ASU 2023-09 is expected to impact the Company's income tax disclosures beginning with the consolidated financial statements included in the annual report on Form 10-K for the fiscal year ending December 31, 2025, but will have no impact on the Company's results of operations, cash flows, or financial condition.

In November 2024, the FASB issued ASU No.

12 unchanged sentences

Revenues from external customers classified by revenue source are as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Corporate $ 55,302 $ 51,720 $ 109,591 $ 103,110

Small office home office (“SoHo”) 32,414 35,779 65,263 72,533

Other 5 1 5 3

$ 87,721 $ 87,500 $ 174,859 $ 175,646

3 unchanged sentences

Total $ 87,721 $ 87,500 $ 174,859 $ 175,646

The Company has recorded $ 9.5 million and $ 10.1 million of revenue for the three months ended March 31, 2025 and 2024, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

The Company has recorded $ 4.1 million and $ 4.4 million of revenue for the three months ended June 30, 2025 and 2024, respectively, and $ 13.7 million and $ 14.5 million of revenue for the six months ended June 30, 2025 and 2024, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

Performance Obligations

23 unchanged sentences

The Company typically charges an upfront subscription amount for services, or an 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

Costs to Obtain a Contract

The Company’s revenues are primarily generated from customer contracts that are for one year or less.

16 unchanged sentences

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 $ 46.1 million and $ 26.8 million as of March 31, 2025 and December 31, 2024, respectively, which are valued based on Level 1 inputs consisting of quoted prices in active markets.

Cash and cash equivalents include money market funds of $ 50.6 million and $ 26.8 million as of June 30, 2025 and December 31, 2024, 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.

5 unchanged sentences

The carrying amount of the Company’s investments accounted for using the measurement alternative method in accordance with FASB ASC Topic No.

321, Investments - Equity Securities (“ASC 321”) as of March 31, 2025 and December 31, 2024, was $ 8.0 million and $ 4.0 million, respectively, and is included in other assets within the Company’s Condensed Consolidated Balance Sheets.

321, Investments - Equity Securities (“ASC 321”) as of June 30, 2025 and December 31, 2024, was $ 8.0 million and $ 4.0 million, respectively, and is included in other assets within the Company’s Condensed 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 three months ended March 31, 2025 and 2024, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

During the three and six months ended June 30, 2025 and 2024, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

Property and Equipment

Property and equipment, stated at cost, as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):

March 31, 2025 December 31, 2024

Property and equipment, stated at cost, as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025 December 31, 2024

Internal-use software development costs

9 unchanged sentences

Total property and equipment, net $ 108,111 $ 100,076

Depreciation and amortization expense was $ 4.5 million and $ 3.9 million for the three months ended March 31, 2025 and 2024, respectively.

No impairment was recorded in the three months ended March 31, 2025 and 2024.

Depreciation and amortization expense was $ 3.9 million and $ 4.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 8.4 million and $ 8.1 million for the six months ended June 30, 2025 and 2024, respectively.

No impairment was recorded in the three and six months ended June 30, 2025 and 2024.

Goodwill and Intangible Assets

The changes in carrying amounts of goodwill for the three months ended March 31, 2025 are as follows (in thousands):

The changes in carrying amounts of goodwill for the six months ended June 30, 2025 are as follows (in thousands):

Balance as of January 1, 2025

Foreign exchange translation 7,707

Balance as of March 31, 2025 $ 347,411

As of March 31, 2025 the Company’s goodwill had no accumulated impairment.

Balance as of June 30, 2025 $ 352,743

As of June 30, 2025 the Company’s goodwill had no accumulated impairment.

Intangible Assets with Indefinite Lives:

Intangible assets are summarized as of March 31, 2025 and December 31, 2024 as follows (in thousands):

March 31, 2025 December 31, 2024

Intangible assets are summarized as of June 30, 2025 and December 31, 2024 as follows (in thousands):

June 30, 2025 December 31, 2024

Trade names $ 27,420 $ 27,316

2 unchanged sentences

Intangible Assets Subject to Amortization:

As of March 31, 2025, intangible assets subject to amortization are summarized as follows (in thousands):

As of June 30, 2025, intangible assets subject to amortization are summarized as follows (in thousands):

Weighted-Average Remaining

21 unchanged sentences

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 March 31, 2025 are as follows (in thousands):

Expected amortization expenses for intangible assets subject to amortization at June 30, 2025 are as follows (in thousands):

2025 (remainder)

1 unchanged sentence

Total $ 8,556

Amortization expense was $ 0.7 million and $ 0.9 million for the three months ended March 31, 2025 and 2024, respectively.

No impairment of intangible assets was recorded in the three months ended March 31, 2025 and 2024.

Amortization expense was $ 0.6 million and $ 0.9 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.3 million and $ 1.8 million for the six months ended June 30, 2025 and 2024, respectively.

No impairment of intangible assets was recorded in the three and six months ended June 30, 2025 and 2024.

Long-Term Debt

Long-term debt as of March 31, 2025 and December 31, 2024 consists of the following (in thousands):

March 31, 2025 December 31, 2024

Long-term debt as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):

June 30, 2025 December 31, 2024

2026 Senior Notes $ 234,139 $ 248,980

5 unchanged sentences

current portion, net of debt issuance costs

( 6,126 ) ( 18,902 )

Total long-term debt, less current portion

$ 578,155 $ 574,080

As of March 31, 2025 and December 31, 2024, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $ 239.2 million and $ 246.2 million, respectively.

As of March 31, 2025 and December 31, 2024, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $ 340.4 million and $ 346.1 million, respectively.

At March 31, 2025, future contractual principal payments for debt were as follows (in thousands):

As of June 30, 2025 and December 31, 2024, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $ 233.0 million and $ 246.2 million, respectively.

As of June 30, 2025 and December 31, 2024, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $ 346.5 million and $ 346.1 million, respectively.

At June 30, 2025, future contractual principal payments for debt were as follows (in thousands):

2025 (remainder)

Total $ 582,386

(1) The Company has reclassified $ 6.0 million from the 2026 period into the 2025 period as debt repurchases were made subsequent to March 31, 2025 but prior to the filing of these financial statements (see Note 15 - Subsequent Event).

The Company capitalized $ 0.8 million and $ 0.7 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended March 31, 2025 and 2024, respectively.

The Company capitalized $ 1.0 million and $ 0.7 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended June 30, 2025 and 2024, respectively, and $ 1.8 million and $ 1.4 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the six months ended June 30, 2025 and 2024, respectively.

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, which is presented net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024.

The 2026 Senior Notes bear interest at a rate of 6.0 % per annum and mature on October 15, 2026.

11 unchanged sentences

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, 2025.

The Company is in compliance with its debt covenants as of June 30, 2025.

2028 Senior Notes

2 unchanged sentences

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.

The 2028 Senior Notes are presented as current portion of long-term debt and long-term debt, net of current portion, which is presented net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024.

The 2028 Senior Notes bear interest at a rate of 6.5 % per annum and mature on October 15, 2028.

10 unchanged sentences

The Company is in compliance with its debt covenants as of March 31, 2025.

The Company is in compliance with its debt covenants as of June 30, 2025.

Credit Agreement

1 unchanged sentence

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, 2025, no amount had been drawn down on the Credit Facility.

The final maturity of the Credit Facility was scheduled to occur on March 4, 2027.

As of June 30, 2025, no amount had 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.

9 unchanged sentences

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, 2025.

The Company is in compliance with its covenants as of June 30, 2025.

Subsequent to the period ended June 30, 2025 this Credit Facility was retired with no balance (see Note 15 - Subsequent Events).

Debt 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.

During the three months ended March 31, 2025 and 2024, the Company retired $ 9.7 million and $ 63.5 million, respectively, in principal of its senior notes.

Refer to Note 15 - Subsequent Event for debt repurchases made subsequent to March 31, 2025 but prior to the filing of these financial statements.

As of March 31, 2025, the Company had retired an

aggregate of $ 216.6 million in principal of its senior notes under this program.

In connection with the Debt Repurchase Program, the Company reclassified $ 6.1 million and $ 18.9 million of long-term debt, net of current portion to the current portion of long-term debt as of March 31, 2025 and December 31, 2024, respectively, as the Company had the intention and cash on hand to extinguish the respective amounts of debt within twelve months of the end of the reporting periods.

For the three months ended March 31, 2025 and 2024, a net (loss) gain on debt extinguishment of $( 0.1 ) million and $ 4.9 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

During the three and six months ended June 30, 2025, the Company retired $ 6.0 million and $ 15.7 million, respectively, in principal of its senior notes.

During the three and six months ended June 30, 2024, the Company retired

$ 29.7 million and $ 93.1 million, respectively, in principal of its senior notes.

As of June 30, 2025, the Company had retired an aggregate of $ 222.6 million in principal of its senior notes under this program.

In connection with the Debt Repurchase Program, the Company reclassified zero and $ 18.9 million of long-term debt, net of current portion to the current portion of long-term debt as of June 30, 2025 and December 31, 2024, respectively, as the Company had the intention and cash on hand to extinguish the respective amounts of debt within twelve months of the end of the reporting periods.

For the three and six months ended June 30, 2025, a net loss on debt extinguishment of zero and $ 0.1 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

For the three and six months ended June 30, 2024, a net gain on debt extinguishment of $ 1.7 million and $ 6.6 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

Commitments and Contingencies

5 unchanged sentences

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.

The Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No.

450, Contingencies, although some state taxing authorities may 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.

3 unchanged sentences

Prepaid expenses and other current assets consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Prepaid insurance $ 1,204 $ 2,601

7 unchanged sentences

Accounts payable and accrued expenses consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts payable $ 5,991 $ 7,383

8 unchanged sentences

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, 2025 and 2024 was 24.1 % and 27.3 %, respectively.

The decrease in the Company’s effective income tax rate for the three months ended March 31, 2025 was primarily due to a change in the geographical mix of income, a decreased impact of the valuation allowance on the quarter and a decrease in uncertain tax positions.

The Company’s effective tax rates for the three months ended March 31, 2025 and 2024 differed from the U.S.

The Company’s effective tax rate for the three months ended June 30, 2025 and 2024 was 27.2 % and 26.5 %, respectively.

The Company’s effective tax rate for the six months ended June 30, 2025 and 2024 was 25.7 % and 26.9 %, respectively.

The increase in the Company’s effective income tax rate for the three months ended June 30, 2025 was primarily due to a change in the geographical mix of income, a decreased impact of the valuation allowance on the quarter, a decrease in uncertain tax positions and an increase in the officer’s compensation limitation.

The decrease in the Company’s effective income tax rate for the six months ended June 30, 2025 was primarily due to a decreased impact of the valuation allowance and a decrease in uncertain tax positions.

The Company’s effective tax rates for the three and six months ended June 30, 2025 and 2024 differed from the U.S.

federal statutory rates of 21% primarily as a result of state income taxes, certain expenses not deductible for tax purposes, foreign rate differential, foreign income inclusion, various tax credits and uncertain tax positions.

As of March 31, 2025 and December 31, 2024, the Company had $ 13.6 million and $ 13.2 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties.

As of June 30, 2025 and December 31, 2024, the Company had $ 14.1 million and $ 13.2 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.

On July 4, 2025, the budget reconciliation bill H.R.

1, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation.

The Company is still in the process of evaluating the OBBBA and an estimate of the financial impact cannot be made at this time.

Income Tax Audits

The Company is required to file tax returns in the United States, Ireland, Canada, Japan, Netherlands and Hong Kong.

As of March 31, 2025, the Company was not under audit in any jurisdiction that it operates within.

As of June 30, 2025, the Company was not under audit in any jurisdiction that it operates within.

In respect to these international subsidiaries, tax returns for the years from 2018 onwards are still open to examination by tax authorities.

2 unchanged sentences

In March 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.

Under this program, the Company was authorized to purchase in the public market or in off-market transactions up to $ 100.0 million of the Company’s common stock through February 2025.

In February 2025, the Company’s Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028.

The program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company’s Board of Directors.

The program may end before this date if the maximum

amount of repurchases has been reached or at the discretion of the Company’s Board of Directors.

The timing and amounts of purchases are 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 under this program.

During the three months ended March 31, 2025, the Company repurchased 1,471 shares under this program for a minimal amount.

During the three months ended March 31, 2024, the Company repurchased 42,962 shares under this program at an aggregate cost of $ 0.7 million.

Cumulatively as of March 31, 2025, 1,087,196 shares have been repurchased under this program at an aggregate cost of $ 32.4 million (inclusive of excise tax of $ 0.2 million).

During the three months ended June 30, 2025, the Company repurchased 551,873 shares under this program at an aggregate cost of $ 12.5 million (inclusive of excise tax of $ 0.1 million).

There were no shares repurchased during the three months ended June 30, 2024.

During the six months ended June 30, 2025 and 2024, the Company repurchased 553,344 and 42,962 shares, respectively, under this program at an aggregate cost of $ 12.6 million (inclusive of excise tax of $ 0.1 million) and $ 0.7 million, respectively.

Cumulatively as of June 30, 2025, 1,639,069 shares have been repurchased under this program at an aggregate cost of $ 44.9 million (inclusive of excise tax of $ 0.3 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.

During the three months ended March 31, 2025 and 2024, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 13,477 shares and 15,340 shares, respectively.

During the three months ended June 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 37,568 shares and 21,567 shares, respectively.

During the six months ended June 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 51,045 shares and 36,907 shares, respectively.

The Company currently does not issue dividends to Consensus shareholders.

6 unchanged sentences

Under the 2021 Plan, 4,000,000 shares of common stock are authorized to be granted.

As of March 31, 2025, 1,374,900 shares were available to be used under the 2021 Plan.

Restricted stock unit activity for the three months ended March 31, 2025 is set forth below:

As of June 30, 2025, 1,397,224 shares were available to be used under the 2021 Plan.

Restricted stock unit activity for the six months ended June 30, 2025 is set forth below:

Shares Weighted-Average

Outstanding at January 1, 2025 2,096,316 $ 33.24

2,096,316 $ 33.24

Granted 46,601 24.24

1 unchanged sentence

Canceled ( 35,420 ) 27.95

Outstanding at March 31, 2025

Outstanding at June 30, 2025

1,970,031 $ 32.57

As of March 31, 2025, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 34.3 million, which is expected to be recognized over a weighted-average period of 2.5 years.

The Company capitalized $ 0.7 million of share-based compensation cost during both of the three months ended March 31, 2025 and 2024, respectively, within property and equipment, net on its Condensed Consolidated Balance Sheets.

As of June 30, 2025, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 29.6 million, which is expected to be recognized over a weighted-average period of 2.4 years.

The Company capitalized $ 0.7 million and $ 0.7 million of share-based compensation cost during the three months ended June 30, 2025 and 2024, respectively, and $ 1.4 million and $ 1.5 million during the six months ended June 30, 2025 and 2024, respectively, within property and equipment, net on its Condensed Consolidated Balance Sheets.

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Numerator for basic and diluted net income per common share:

12 unchanged sentences

(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, 2025 and 2024, there were 982,400 and 1,406,900 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

For the three months ended June 30, 2025 and 2024, there were 1,017,505 and 1,405,780 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

For the six months ended June 30, 2025 and 2024, there were 994,209 and 1,397,512 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

Segment Information

The following presents the segment information of Cloud Fax (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenues $ 87,721 $ 87,500 $ 174,859 $ 175,646

22 unchanged sentences

Such information attributes revenues based on markets where revenues are reported (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

United States $ 68,620 $ 69,199 $ 137,376 $ 138,911

5 unchanged sentences

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, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Long-lived assets:

5 unchanged sentences

Total $ 113,847 $ 106,591

Subsequent Event

In connection with the Company’s Debt Repurchase Program (see Note 7 - Long-Term Debt), the Company paid $ 6.0 million, which includes accrued interest, to repurchase $ 6.0 million in principal of its senior notes subsequent to the period ended March 31, 2025.

Subsequent Events

In connection with the Company’s share buyback program (see Note 11 - Stockholders’ Deficit) the Company repurchased 115,652 shares under this program for $ 2.6 million subsequent to the period ended June 30, 2025.

On July 9, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and U.S.

Bank National Association, as agent (the “Agent”).

Pursuant to the 2025 Credit Agreement, the Lenders have provided the Company with a senior secured revolving credit facility of $ 75.0 million (the “Revolving Credit Facility”) and a senior secured delayed-draw term loan facility of $ 150.0 million (the “DDTL Facility” and together with the Revolving Credit Facility, the “2025 Credit Facility”).

The final maturity of the 2025 Credit Facility will occur on July 10, 2028, subject to limited customary accelerators.

Subject to the terms and conditions of the 2025 Credit Agreement, the Company may borrow, repay and reborrow revolving loans at any time during the term of the facility.

The Company may borrow under the DDTL Facility until October 15, 2026, but amounts that are prepaid or repaid may not be reborrowed.

Voluntary prepayments of loans and voluntary reductions of unused commitments under the 2025 Credit Agreement are permissible without penalty (other than customary interest breakage charges).

As of the date these condensed consolidated financial statements were issued, no amount has been drawn down on the 2025 Credit Facility.

The 2025 Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of the Company, and secured by substantially all assets of the Company and the guarantors, subject to other customary exceptions.

The interest rate applicable to the loans made under the 2025 Credit Facility are, at the Company’s option, equal to either a base rate or the SOFR plus an applicable margin based on the total net leverage ratio ( 0.50 % - 1.25 % in the case of base rate loans and 1.50 % - 2.25 % in the case of SOFR loans).

In connection with entering into the 2025 Credit Facility, the Company’s existing senior secured revolving credit facility agented by U.S.

Bank National Association (as successor-in-interest to MUFG Bank, N.A.) was retired with no balance (see Note 7 - Long-Term Debt).

The 2025 Credit Facility is subject to a maximum total net leverage ratio covenant and a minimum fixed charges coverage ratio covenant, in each case tested on a quarterly basis.

The 2025 Credit Agreement contains covenants that, subject to certain exceptions, restrict the Company’s ability to:

(i) pay dividends or make distributions on the Company’s common stock;

(ii) make certain restricted payments (including certain voluntary payments in respect of the Company’s 2028 Senior Notes);

(iii) create liens or enter into sale and leaseback transactions;

(iv) enter into transactions with affiliates;

(v) merge or consolidate with another company;

(vi) incur indebtedness, (vii) make acquisitions and other investments and (viii) transfer and sell assets.

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.

What changed 10-Q

Item 1. Financial Statements