What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-07 · 137 added, 124 removed, 533 unchanged (33% of the section changed)

4 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 97,649 $ 33,545

27 unchanged sentences

Authorized 120,000,000 ;

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)

total issued is 20,740,844 and 20,609,725 shares and total outstanding is 18,986,123 and 19,524,000 shares as of September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost ( 1,754,721 and 1,085,725 shares as of September 30, 2025 and December 31, 2024, respectively)

( 47,476 ) ( 32,313 )

9 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

14 unchanged sentences

Interest income 759 659 1,694 2,175

Other (expense) income, net ( 2,316 ) 663 ( 3,413 ) 4,565

Other income (expense), net 128 ( 2,069 ) ( 3,285 ) 2,496

Income before income taxes 29,981 27,255 86,400 96,028

18 unchanged sentences

(Unaudited, in thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income $ 22,091 $ 21,120 $ 64,024 $ 71,364

Other comprehensive gain (loss):

Other comprehensive (loss) gain:

Foreign currency translation adjustment ( 245 ) 6,091 13,982 ( 1,560 )

Other comprehensive gain (loss) 9,859 ( 1,337 ) 14,227 ( 7,651 )

Other comprehensive (loss) gain ( 245 ) 6,091 13,982 ( 1,560 )

Comprehensive income $ 21,846 $ 27,211 $ 78,006 $ 69,804

4 unchanged sentences

(Unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

27 unchanged sentences

Cash flows from financing activities:

Debt issuance costs ( 1,673 ) —

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

16 unchanged sentences

Shares Amount capital Shares Amount deficit loss deficit

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

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

Net income — — — — — 21,120 — 21,120

5 unchanged sentences

Share-based compensation — — 4,111 — — — — 4,111

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 )

Balance, September 30, 2024 20,375,622 $ 204 $ 55,083 ( 1,071,624 ) $ ( 31,990 ) $ ( 101,749 ) $ ( 14,737 ) $ ( 93,189 )

Common stock Additional

1 unchanged sentence

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 )

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

Net income — — — — — 22,091 — 22,091

5 unchanged sentences

Share-based compensation — — 4,695 — — — — 4,695

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 )

Balance, September 30, 2025 20,740,844 $ 207 $ 73,359 ( 1,754,721 ) $ ( 47,476 ) $ ( 19,654 ) $ ( 9,069 ) $ ( 2,633 )

CONSENSUS CLOUD SOLUTIONS, INC.

14 unchanged sentences

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 )

Balance, September 30, 2024 20,375,622 $ 204 $ 55,083 ( 1,071,624 ) $ ( 31,990 ) $ ( 101,749 ) $ ( 14,737 ) $ ( 93,189 )

Common stock Additional

10 unchanged sentences

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 )

Balance, September 30, 2025 20,740,844 $ 207 $ 73,359 ( 1,754,721 ) $ ( 47,476 ) $ ( 19,654 ) $ ( 9,069 ) $ ( 2,633 )

See Notes to Condensed Consolidated Financial Statements

60 unchanged sentences

The amendments in this ASU require disclosure of more information about certain expenses and costs and should be applied on either a prospective or retrospective basis.

The amendments in this ASU are effective for fiscal periods beginning after December 15, 2026.

The amendments in this ASU are effective for annual periods beginning after December 15, 2026.

Early adoption is permitted.

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

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments in this ASU provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

The amendments in this ASU should be applied on a prospective basis.

The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and for interim periods within those annual periods.

Early adoption is permitted.

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

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in this ASU modernize the recognition and disclosure framework for internal-use software costs by removing the previous “development stage” model and introducing a more judgment-based "probable-to-complete" approach.

The amendments in this ASU should be applied on either a prospective, retrospective or modified transition approach basis.

The amendments in this ASU are effective for annual periods beginning after December 15, 2027, and for interim periods within those annual periods.

adoption is permitted.

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

The Company earns revenue from contracts with customers, primarily through the provision of cloud-based communication and digital signature solutions that allow customers to access the Company’s software without taking possession.

5 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

Total $ 87,767 $ 87,753 $ 262,626 $ 263,399

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.

The Company has recorded $ 3.6 million and $ 4.1 million of revenue for the three months ended September 30, 2025 and 2024, respectively, and $ 17.3 million and $ 18.6 million of revenue for the nine months ended September 30, 2025 and 2024, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.

Performance Obligations

42 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 $ 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.

Cash and cash equivalents include money market funds of $ 66.5 million and $ 26.8 million as of September 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 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.

321, Investments - Equity Securities (“ASC 321”) as of September 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 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.

During the three and nine months ended September 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 June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Internal-use software development costs

9 unchanged sentences

Total property and equipment, net $ 112,281 $ 100,076

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.

Depreciation and amortization expense was $ 3.9 million and $ 4.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 12.3 million and $ 12.2 million for the nine months ended September 30, 2025 and 2024, respectively.

No impairment was recorded in the three and nine months ended September 30, 2025 and 2024.

Goodwill and Intangible Assets

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

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

Balance as of January 1, 2025

Foreign exchange translation 7,693

Balance as of June 30, 2025 $ 352,743

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

Balance as of September 30, 2025 $ 352,729

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

Intangible Assets with Indefinite Lives:

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Trade names $ 27,420 $ 27,316

2 unchanged sentences

Intangible Assets Subject to Amortization:

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

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

Weighted-Average Remaining

5 unchanged sentences

1.7 years 109,601 102,995 6,606

Other purchased intangibles 1.1 years 11,926 10,752 1,174

Other purchased intangibles 1.0 year 11,922 10,788 1,134

$ 184,159 $ 176,235 $ 7,924

13 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 June 30, 2025 are as follows (in thousands):

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

2025 (remainder)

1 unchanged sentence

Total $ 7,924

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.

Amortization expense was $ 0.7 million and $ 1.0 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.0 million and $ 2.8 million for the nine months ended September 30, 2025 and 2024, respectively.

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

Long-Term Debt

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

2026 Senior Notes $ 234,139 $ 248,980

7 unchanged sentences

$ 578,573 $ 574,080

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

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.

As of September 30, 2025 and December 31, 2024, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $ 233.8 million and $ 246.2 million, respectively.

As of September 30, 2025 and December 31, 2024, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $ 350.4 million and $ 346.1 million, 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 September 30, 2025 and 2024, respectively, and $ 2.8 million and $ 2.1 million of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the nine months ended September 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 June 30, 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.

7 unchanged sentences

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.

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 June 30, 2025.

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

Subsequent to September 30, 2025, but prior to filing of these interim financial statements, the Company borrowed $ 200.0 million from the 2025 Credit Facility (as defined below) in order to fund the redemption of a portion of the outstanding 2026 Senior Notes (see Note 15 - Subsequent Events).

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 June 30, 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 June 30, 2025.

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

Credit Agreement

2 unchanged sentences

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.

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;

On July 9, 2025 this Credit Facility was retired with no balance.

2025 Credit Agreement

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.

The Company incurred debt issuance costs of $ 1.7 million associated with the 2025 Credit Agreement, of which $ 0.6 million and $ 1.1 million have been allocated to the Revolving Credit Facility and the DDTL Facility, respectively.

The debt issuance costs are included within prepaid expenses and other current assets and other assets on the Company’s Condensed Consolidated Balance Sheets.

Debt issuance costs attributable to the DDTL Facility are not amortized until the facility has been drawn upon.

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).

Commencing with the first full fiscal quarter ending after the DDTL Facility is funded, the Company is required to make consecutive quarterly principal payments, each in an amount of 1.25 % of the initial aggregate principal amount borrowed on the DDTL Facility.

September 30, 2025, no amount had been drawn from 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 rates applicable to the loans made under the 2025 Credit Facility are, at the Company’s option, equal to either a base rate or the Secured Overnight Financing Rate (“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).

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;

1 unchanged sentence

(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 June 30, 2025.

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

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

Additionally, 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 Company is in compliance with its covenants as of September 30, 2025.

Subsequent to September 30, 2025 but prior to filing of these interim financial statements, the Company borrowed $ 200.0 million from the 2025 Credit Facility in order to fund the redemption of a portion of its outstanding 2026 Senior Notes.

This borrowing consisted of $ 50.0 million from the Revolving Credit Facility and $ 150.0 million from the DDTL Facility (see Note 15 - Subsequent Events).

As of September 30, 2025, including the impact of the subsequent events described above, future contractual principal payments for debt were as follows (in thousands):

2025 (remainder)

Total $ 582,386

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 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.

During the three months ended September 30, 2025, the Company made no repurchases under this program.

During the nine months ended September 30, 2025, the Company retired $ 15.7 million in principal of its senior notes under this program.

During the three and nine months ended September 30, 2024, the Company retired $ 31.1 million and $ 124.2 million, respectively, in principal of its senior notes under this program.

As of September 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 $ 18.9 million of long-term debt, net of current portion to the current portion of long-term debt as of December 31, 2024 as the Company had the intention and cash on hand to extinguish this amount of debt within twelve months of the end of the reporting period.

During the three months ended September 30, 2025, the Company recognized no debt extinguishment gain or loss.

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

For the three and nine months ended September 30, 2024, a net gain on debt extinguishment of $ 0.1 million and $ 6.7 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Condensed Consolidated Statements of Income.

Commitments and Contingencies

6 unchanged sentences

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.

450, Contingencies, although some state and local 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Prepaid insurance $ 425 $ 2,601

7 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accounts payable $ 6,649 $ 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 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.

The Company’s effective tax rate for the three months ended September 30, 2025 and 2024 was 26.3 % and 22.5 %, respectively.

The Company’s effective tax rate for the nine months ended September 30, 2025 and 2024 was 25.9 % and 25.7 %, respectively.

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

The Company’s effective income tax rate for the nine months ended September 30, 2025 was consistent with the prior year comparable period.

The Company’s effective tax rates for the three and nine months ended September 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 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.

As of September 30, 2025 and December 31, 2024, the Company had $ 14.4 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.

2 unchanged sentences

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.

The OBBBA did not have a significant impact on the Company’s effective tax rate for the quarter ended September 30, 2025 and the Company does not expect the OBBBA to have a significant impact on the effective tax rate for the year ended December 31, 2025.

Income Tax Audits

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

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

As of September 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.

4 unchanged sentences

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 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).

During the three months ended September 30, 2025, the Company repurchased 115,652 shares under this program at an aggregate cost of $ 2.6 million.

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

During the nine months ended September 30, 2025 and 2024, the Company repurchased 668,996 and 42,962 shares, respectively, under this program at an aggregate cost of $ 15.2 million (inclusive of excise tax of $ 0.1 million) and $ 0.7 million, respectively.

Cumulatively as of September 30, 2025, 1,754,721 shares have been repurchased under this program at an aggregate cost of $ 47.5 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.

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.

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.

1 unchanged sentence

These shares do not count against the authorized capacity under the Company’s share repurchase program described above.

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.

During the three months ended September 30, 2025 and 2024, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 4,370 shares and 3,489 shares, respectively.

During the nine months ended September 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 55,415 shares and 40,396 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 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:

As of September 30, 2025, 1,378,057 shares were available to be used under the 2021 Plan.

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

Shares Weighted-Average

3 unchanged sentences

Canceled ( 51,144 ) 28.01

Outstanding at June 30, 2025

Outstanding at September 30, 2025

1,979,457 $ 32.29

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.

As of September 30, 2025, the Company had unrecognized share-based compensation cost related to its restricted stock units of $ 24.9 million, which is expected to be recognized over a weighted-average period of 2.4 years.

The Company capitalized $ 0.7 million and $ 0.7 million of share-based compensation cost during the three months ended September 30, 2025 and 2024, respectively, and $ 2.1 million and $ 2.2 million during the nine months ended September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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(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 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.

For the three months ended September 30, 2025 and 2024, there were 892,090 and 1,005,413 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

For the nine months ended September 30, 2025 and 2024, there were 948,313 and 1,238,732 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Interest income 759 659 1,694 2,175

Other (expense) income, net (2)

Other income (expense), net (2)

128 ( 2,069 ) ( 3,285 ) 2,496

4 unchanged sentences

database hosting expenses, computer and related expenses, processing fees, bad debt expense, taxes and insurance expenses, office expenses, travel and entertainment expenses, other administrative expenses and miscellaneous expenses.

(2) Other (expense) income, net includes:

(2) Other income (expense), net includes:

gain/loss on foreign currency exchange and miscellaneous income/expense.

3 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Long-lived assets:

6 unchanged sentences

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”).

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.

On October 15, 2025, the Company borrowed an aggregate of $ 200.0 million under its 2025 Credit Facility, consisting of $ 50.0 million from the Revolving Credit Facility and $ 150.0 million from the DDTL Facility.

The proceeds from these borrowings were used to redeem $ 200.0 million in outstanding principal amount of its 2026 Senior Notes.

The redemption was completed at a price equal to 100 % of the principal amount, plus accrued and unpaid interest (see Note 7 - Long-Term Debt).

On October 31, 2025, the Company issued a redemption notice with respect to the remaining $ 34.1 million in aggregate principal of its 2026 Senior Notes.

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