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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
OR
| | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For transition period from to
Commission File Number: 001-40750
Consensus Cloud Solutions, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 87-1139414 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
700 S. Flower Street, 15th Floor
Los Angeles, California 90017
(Address of principal executive offices)
(323) 860-9200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | CCSI | | Nasdaq Stock Market LLC |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of August 4, 2025, there were approximately 18,977,018 shares of the registrant's common stock outstanding.
TABLE OF CONTENTS
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Part I. | Financial Information | |
| | | |
| Item 1. | Financial Statements | |
| | Condensed Consolidated Balance Sheets (unaudited) | 3 |
| | Condensed Consolidated Statements of Income (unaudited) | 4 |
| | Condensed Consolidated Statements of Comprehensive Income (unaudited) | 5 |
| | Condensed Consolidated Statements of Cash Flows (unaudited) | 6 |
| | Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) | 8 |
| | Notes to Condensed Consolidated Financial Statements (unaudited) | 9 |
| | | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| | | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 |
| | | |
| Item 4. | Controls and Procedures | 32 |
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Part II. | Other Information | |
| | | |
| Item 1. | Legal Proceedings | 32 |
| | | |
| Item 1A. | Risk Factors | 32 |
| | | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 |
| | | |
| Item 3. | Defaults Upon Senior Securities | 33 |
| | | |
| Item 4. | Mine Safety Disclosures | 33 |
| | | |
| Item 5. | Other Information | 33 |
| | | |
| Item 6. | Exhibits | 34 |
| | | |
| | Signatures | 35 |
Part I - Financial Information
Item 1. Financial Statements.
CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands except share and per share data)
| | | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 | |
| ASSETS | | | | |
| Cash and cash equivalents | $ | 57,894 | | | $ | 33,545 | | |
Accounts receivable, net of allowances of $4,837 and $5,774, respectively | 24,829 | | | 24,921 | | |
| Prepaid expenses and other current assets | 9,701 | | | 16,059 | | |
| Total current assets | 92,424 | | | 74,525 | | |
| | | | |
| Property and equipment, net | 108,111 | | | 100,076 | | |
| Operating lease right-of-use assets | 5,736 | | | 6,515 | | |
| Intangibles, net | 40,021 | | | 41,213 | | |
| Goodwill | 352,743 | | | 345,036 | | |
| Deferred income taxes | 32,832 | | | 30,521 | | |
| Other assets | 9,651 | | | 4,315 | | |
| TOTAL ASSETS | $ | 641,518 | | | $ | 602,201 | | |
| | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | |
| Accounts payable and accrued expenses | $ | 31,602 | | | $ | 36,477 | | |
| Income taxes payable, current | 6,653 | | | 1,068 | | |
| Deferred revenue, current | 21,399 | | | 20,714 | | |
| Operating lease liabilities, current | 2,282 | | | 2,150 | | |
| Current portion of long-term debt | — | | | 18,902 | | |
| | | | |
| | | | |
| Total current liabilities | 61,936 | | | 79,311 | | |
| Long-term debt, net of current portion | 578,155 | | | 574,080 | | |
| Deferred revenue, noncurrent | 1,738 | | | 1,913 | | |
| Operating lease liabilities, noncurrent | 10,913 | | | 12,018 | | |
| | | | |
| Liability for uncertain tax positions | 14,050 | | | 13,218 | | |
| Deferred income taxes | 985 | | | 891 | | |
| Other long-term liabilities | 220 | | | 233 | | |
| TOTAL LIABILITIES | 667,997 | | | 681,664 | | |
| Commitments and contingencies (Note 8) | | | | |
Common stock, $0.01 par value. 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 | 207 | | | 206 | | |
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) | | |
| Additional paid-in capital | 68,770 | | | 59,373 | | |
| Accumulated deficit | (41,745) | | | (83,678) | | |
| Accumulated other comprehensive loss | (8,824) | | | (23,051) | | |
| TOTAL STOCKHOLDERS’ DEFICIT | (26,479) | | | (79,463) | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 641,518 | | | $ | 602,201 | | |
See Notes to Condensed Consolidated Financial Statements
CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Revenues | $ | 87,721 | | | $ | 87,500 | | | $ | 174,859 | | | $ | 175,646 | |
| | | | | | | |
Cost of revenues (1) | 17,624 | | | 17,122 | | | 35,694 | | | 34,170 | |
| Gross profit | 70,097 | | | 70,378 | | | 139,165 | | | 141,476 | |
| Operating expenses: | | | | | | | |
Sales and marketing (1) | 12,452 | | | 11,718 | | | 25,240 | | | 24,276 | |
Research, development and engineering (1) | 1,744 | | | 1,643 | | | 3,456 | | | 3,548 | |
General and administrative (1) | 16,852 | | | 17,136 | | | 33,923 | | | 36,104 | |
| Total operating expenses | 31,048 | | | 30,497 | | | 62,619 | | | 63,928 | |
| Income from operations | 39,049 | | | 39,881 | | | 76,546 | | | 77,548 | |
| Interest expense | (8,673) | | | (8,657) | | | (17,649) | | | (14,856) | |
| Interest income | 484 | | | 593 | | | 935 | | | 1,516 | |
| Other (expense) income, net | (2,316) | | | 663 | | | (3,413) | | | 4,565 | |
| Income before income taxes | 28,544 | | | 32,480 | | | 56,419 | | | 68,773 | |
| Income tax expense | 7,763 | | | 8,606 | | | 14,486 | | | 18,529 | |
| | | | | | | |
| | | | | | | |
| Net income | $ | 20,781 | | | $ | 23,874 | | | $ | 41,933 | | | $ | 50,244 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income per common share: | | | | | | | |
| Basic | $ | 1.07 | | | $ | 1.24 | | | $ | 2.15 | | | $ | 2.61 | |
| Diluted | $ | 1.07 | | | $ | 1.24 | | | $ | 2.14 | | | $ | 2.61 | |
| | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 19,437,315 | | | 19,249,116 | | | 19,483,689 | | | 19,234,728 | |
| Diluted | 19,497,090 | | | 19,287,479 | | | 19,593,699 | | | 19,260,608 | |
| | | | | | | | | | | | | | | | | | | | | | | |
(1) Includes share-based compensation expense as follows: | | | | | | |
| Cost of revenues | $ | 511 | | | $ | 481 | | | $ | 987 | | | $ | 984 | |
| Sales and marketing | 702 | | | 585 | | | 1,416 | | | 1,264 | |
| Research, development and engineering | 107 | | | 70 | | | 212 | | | 165 | |
| General and administrative | 2,887 | | | 2,602 | | | 5,856 | | | 5,775 | |
| | | | | | | |
| Total | $ | 4,207 | | | $ | 3,738 | | | $ | 8,471 | | | $ | 8,188 | |
See Notes to Condensed Consolidated Financial Statements
CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | | | | | | |
| Net income | $ | 20,781 | | | $ | 23,874 | | | $ | 41,933 | | | $ | 50,244 | |
| Other comprehensive gain (loss): | | | | | | | |
| Foreign currency translation adjustment | 9,859 | | | (1,337) | | | 14,227 | | | (7,651) | |
| Other comprehensive gain (loss) | 9,859 | | | (1,337) | | | 14,227 | | | (7,651) | |
| Comprehensive income | $ | 30,640 | | | $ | 22,537 | | | $ | 56,160 | | | $ | 42,593 | |
See Notes to Condensed Consolidated Financial Statements
CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| | 2025 | | 2024 |
| Cash flows from operating activities: | | | |
| Net income | $ | 41,933 | | | $ | 50,244 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Depreciation and amortization | 9,749 | | | 9,930 | |
| Amortization of financing costs and discounts | 828 | | | 937 | |
| Non-cash operating lease costs | 793 | | | 741 | |
| Share-based compensation | 8,471 | | | 8,188 | |
| Provision for doubtful accounts | 2,275 | | | 2,196 | |
| Deferred income taxes, net | 556 | | | 1,233 | |
Loss (gain) on extinguishment of debt | 123 | | | (6,555) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Changes in operating assets and liabilities: | | | |
| Decrease (increase) in: | | | |
| Accounts receivable | (2,019) | | | (2,057) | |
| Prepaid expenses and other current assets | 6,420 | | | 1,536 | |
| Other assets | 158 | | | 753 | |
| Increase (decrease) in: | | | |
| Accounts payable and accrued expenses | (5,703) | | | (1,329) | |
| Income taxes payable | 5,512 | | | 2,345 | |
| Deferred revenue | 316 | | | 598 | |
| Operating lease liabilities | (986) | | | (1,133) | |
| Liability for uncertain tax positions | 832 | | | 1,439 | |
| Other liabilities | (16) | | | (12) | |
| Net cash provided by operating activities | 69,242 | | | 69,054 | |
| Cash flows from investing activities: | | | |
| Purchases of property and equipment | (15,150) | | | (17,479) | |
| | | |
| | | |
| Purchase of investments | (5,000) | | | — | |
| | | |
| | | |
| Net cash used in investing activities | (20,150) | | | (17,479) | |
| 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) | |
| Taxes paid related to net share settlement | (1,174) | | | (615) | |
Repurchase of debt | (15,764) | | | (85,525) | |
| | | |
| | | |
| | | |
| Net cash used in financing activities | (28,588) | | | (86,101) | |
| Effect of exchange rate changes on cash and cash equivalents | 3,845 | | | (4,988) | |
| Net change in cash and cash equivalents | 24,349 | | | (39,514) | |
| Cash and cash equivalents at beginning of period | 33,545 | | | 88,715 | |
| Cash and cash equivalents at end of period | $ | 57,894 | | | $ | 49,201 | |
| | | |
| | | |
See Notes to Condensed Consolidated Financial Statements
CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited, in thousands except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | | | | | Additional
paid-in | Treasury stock | | Accumulated | | Accumulated other comprehensive | | | Total |
| Shares | | Amount | | | | | | | | capital | Shares | Amount | | deficit | | loss | | | deficit |
| Balance, 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 | |
Foreign currency translation adjustment | — | | | — | | | | | | | | | — | | — | | — | | | — | | | (1,337) | | | | (1,337) | |
| Vested restricted stock | 52,548 | | | 1 | | | | | | | | | (1) | | — | | — | | | — | | | — | | | | — | |
| Shares withheld related to net share settlement | (21,567) | | | — | | | | | | | | | (382) | | — | | — | | | — | | | — | | | | (382) | |
| Repurchase of common stock | — | | | — | | | | | | | | | — | | — | | 4 | | | — | | | — | | | | 4 | |
| Share-based compensation | — | | | — | | | | | | | | | 4,478 | | — | | — | | | — | | | — | | | | 4,478 | |
| 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
paid-in | Treasury stock | | Accumulated | | Accumulated other comprehensive | | | | | Total |
| Shares | | Amount | | | | | | | | capital | Shares | Amount | | deficit | | loss | | | | | deficit |
| Balance, January 1, 2024 | 20,273,686 | | | $ | 203 | | | | | | | | | $ | 41,247 | | (1,028,662) | | $ | (31,282) | | | $ | (173,113) | | | $ | (13,177) | | | | | | $ | (176,122) | |
| | | | | | | | | | | | | | | | | | | | | | |
| Net income | — | | | — | | | | | | | | | — | | — | | — | | | 50,244 | | | — | | | | | | 50,244 | |
Foreign currency translation adjustment | — | | | — | | | | | | | | | — | | — | | — | | | — | | | (7,651) | | | | | | (7,651) | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Vested restricted stock | 85,995 | | | 1 | | | | | | | | | (1) | | — | | — | | | — | | | — | | | | | | — | |
| Shares withheld related to net share settlement | (36,907) | | | — | | | | | | | | | (615) | | — | | — | | | — | | | — | | | | | | (615) | |
| Repurchase of common stock | — | | | — | | | | | | | | | — | | (42,962) | | (708) | | | — | | | — | | | | | | (708) | |
| Share-based compensation | — | | | — | | | | | | | | | 9,665 | | — | | — | | | — | | | — | | | | | | 9,665 | |
| 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
CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The Company
Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves 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. Our communication, extraction and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.
Principles of Consolidation
The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2024, included in our Annual Report (Form 10-K) filed with the SEC on February 20, 2025. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein.
The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense and income taxes. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to factors such as inflationary pressures and elevated interest rates.
Significant Accounting Policies
There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Segment Reporting
FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about reportable segments in their annual consolidated financial statements and requires that those entities report selected information about reportable segments in interim financial reports. ASC 280 also establishes
standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker (“CODM”), who is our chief executive officer (“CEO”), for making operating and investment decisions and for assessing performance. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. The CEO uses consolidated profit or loss from operations before interest and income taxes to allocate resources predominantly in the annual budget and forecasting process. The CEO considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CEO also uses consolidated profit or loss from operations before interest and income taxes and consolidated net income to assess performance. Accordingly, the Company has determined that it operates one reportable segment known as Cloud Fax (see Note 14 - Segment Information). The condensed consolidated financial statements and related disclosures reflect the segment operations of Cloud Fax.
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
2.Recent Accounting Pronouncements
In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments are intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this ASU should be applied on either a prospective or retrospective basis. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. 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. 2024-03, Income Statement: Expense Disaggregation Disclosures. 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. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
3.Revenues
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. The contracts include both recurring subscription and usage-based fees, and the total transaction price is allocated to performance obligations in each contract as appropriate. Revenue for cloud-based services is recognized over time in the period earned. The contracts may be terminated early. Fees collected in advance are non-refundable, and they are deferred and recognized in revenue when the related performance obligations are satisfied. Standard Corporate contracts billed monthly include a termination charge equal to the minimum fees payable through the last day of the contract term.
Revenues from external customers classified by revenue source are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
Revenues | | | | | | | |
| 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 | |
Total | $ | 87,721 | | | $ | 87,500 | | | $ | 174,859 | | | $ | 175,646 | |
| | | | | | | |
| Timing of revenue recognition | | | | | | | |
| Point in time | $ | 572 | | | $ | 238 | | | $ | 1,215 | | | $ | 448 | |
| Over time | 87,149 | | | 87,262 | | | 173,644 | | | 175,198 | |
| Total | $ | 87,721 | | | $ | 87,500 | | | $ | 174,859 | | | $ | 175,646 | |
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
Generally, the Company’s contracts with customers include one performance obligation, however, certain contracts may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on their relative standalone selling price.
The Company satisfies its performance obligations upon delivery of products or services to its customers. Payment terms vary by type and location of the Company’s customers and the products and services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns.
Significant Judgments
Determining whether products and services are considered distinct performance obligations may require significant judgment. When a contract includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time.
Judgment is also required to determine the standalone selling price for each distinct performance obligation when there are multiple performance obligations. In certain cases, the Company is able to establish the standalone selling price based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a range of amounts to estimate the standalone selling price when each of the products and services is sold separately to determine whether there is a discount to be allocated based on the relative standalone selling price of the various products and services.
Performance Obligations Satisfied Over Time
The Company’s business consists primarily of performance obligations that are satisfied over time based on the fact that the nature of the cloud-based services offered is subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when services are provided. The Company expects to recognize revenue for Corporate contracts typically in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year. Revenue from usage-based fees is recognized in proportion to the amount for which the Company has the right to invoice for services performed, which corresponds with the utilization of the services by the customer.
The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services.
Practical Expedients
Existence of a Significant Financing Component in a Contract
As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges an upfront subscription amount for services, or 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 Obtain a Contract
The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit.
Revenues Invoiced
The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.
4. Fair Value Measurements
The Company complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurement, (“ASC 820”), which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| | | | | | | | |
| § | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| | |
| § | Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| | |
| § | Level 3 – Unobservable inputs which are supported by little or no market activity. |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents include money market funds of $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.
The fair value of long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs (see Note 7 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost.
Assets Measured on a Non-Recurring Basis
The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangible assets, long-lived assets and equity securities without a readily determinable fair value are reported at carrying value, or at fair value as of their acquisition dates, and are not required to be measured at fair value on a recurring basis. However, if any of these types of assets become impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.
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. 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.
5. 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 |
Internal-use software development costs | $ | 91,047 | | | $ | 88,244 | |
Computers, software and equipment | 19,091 | | | 18,616 | |
Furniture and fixtures | 891 | | | 882 | |
| Leasehold improvements | 1,724 | | | 1,715 | |
Internal-use software development costs in process | 60,296 | | | 46,676 | |
| 173,049 | | | 156,133 | |
| Less: Accumulated depreciation and amortization | (64,938) | | | (56,057) | |
| Total property and equipment, net | $ | 108,111 | | | $ | 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.
6. Goodwill and Intangible Assets
The changes in carrying amounts of goodwill for the six months ended June 30, 2025 are as follows (in thousands): | | | | | |
| Amount |
Balance as of January 1, 2025 | $ | 345,036 | |
| |
| |
| |
| |
| Foreign exchange translation | 7,707 | |
| 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 June 30, 2025 and December 31, 2024 as follows (in thousands):
| | | | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 | | |
| Trade names | $ | 27,420 | | | $ | 27,316 | | | |
| Other | 4,045 | | | 4,045 | | | |
| Total | $ | 31,465 | | | $ | 31,361 | | | |
Intangible Assets Subject to Amortization:
As of June 30, 2025, intangible assets subject to amortization are summarized as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Weighted-Average Remaining Amortization Period | | Historical
Cost | | Accumulated
Amortization | | Net |
| Trade names | 0.2 years | | $ | 8,295 | | | $ | 8,079 | | | $ | 216 | |
| Patent and patent licenses | 0.0 years | | 54,341 | | | 54,341 | | | — | |
Customer relationships (1) | 1.8 years | | 109,606 | | | 102,440 | | | 7,166 | |
| Other purchased intangibles | 1.1 years | | 11,926 | | | 10,752 | | | 1,174 | |
Total | | | $ | 184,168 | | | $ | 175,612 | | | $ | 8,556 | |
(1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years, which may not correlate to the overall life of the asset.
As of December 31, 2024, intangible assets subject to amortization are summarized as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Weighted-Average Remaining Amortization Period | | Historical
Cost | | Accumulated
Amortization | | Net |
| Trade names | 0.2 years | | $ | 8,107 | | | $ | 7,826 | | | $ | 281 | |
| Patent and patent licenses | 0.0 years | | 54,341 | | | 54,341 | | | — | |
Customer relationships (1) | 2.1 years | | 107,287 | | | 99,054 | | | 8,233 | |
| Other purchased intangibles | 1.2 years | | 11,914 | | | 10,576 | | | 1,338 | |
| Total | | | $ | 181,649 | | | $ | 171,797 | | | $ | 9,852 | |
(1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years, which may not correlate to the overall life of the asset.
Expected amortization expenses for intangible assets subject to amortization at June 30, 2025 are as follows (in thousands):
| | | | | |
| Fiscal Year: | Amount |
2025 (remainder) | $ | 1,263 | |
2026 | 2,104 | |
2027 | 1,407 | |
2028 | 986 | |
2029 | 803 | |
| Thereafter | 1,993 | |
| Total | $ | 8,556 | |
| |
| |
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.
7. 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 | | |
| 2026 Senior Notes | $ | 234,139 | | | $ | 248,980 | | | |
| 2028 Senior Notes | 348,247 | | | 349,137 | | |
| | | | | |
Total | 582,386 | | | 598,117 | | | |
Less: deferred issuance costs | (4,231) | | | (5,135) | | | |
Total debt | 578,155 | | | 592,982 | | | |
Less: current portion, net of debt issuance costs | — | | | (18,902) | | | |
Total long-term debt, less current portion | $ | 578,155 | | | $ | 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):
| | | | | |
| Fiscal year: | Total |
2025 (remainder) | $ | — | |
| 2026 | 234,139 | |
| 2027 | — | |
| 2028 | 348,247 | |
| 2029 | — | |
| Thereafter | — | |
| 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.
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. The Company may redeem some or all of the 2026 Senior Notes at any time on or after October 15, 2023 at specified redemption prices, plus accrued and unpaid interest, if any, up to, but excluding the redemption date.
The indenture pursuant to which the 2026 Senior Notes were issued contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio
of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $100.0 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of June 30, 2025.
2028 Senior Notes
On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”) to Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) in exchange for the equity interest in the Company. Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement. 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. The Company may redeem some or all of the 2028 Senior Notes at any time on or after October 15, 2026 at specified redemption prices plus accrued and unpaid interest, if any, up to, but excluding the redemption date.
The indenture pursuant to which the 2028 Senior Notes were issued contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $100.0 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of June 30, 2025.
Credit Agreement
On March 4, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with certain lenders party thereto (the “Lenders”) and MUFG Union Bank, N.A., as agent (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided Consensus with a senior secured revolving credit facility of $25.0 million (the “Credit Facility”) with an option held by the Company to obtain an additional commitment of up to a maximum of $25.0 million. The final maturity of the Credit Facility 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; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Unsecured indebtedness may be incurred, assets may be disposed of, restricted payments may be made and investments may be made, in each case subject to compliance with the Company’s financial covenants. The Company is in compliance with its covenants as of 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
On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 Senior Notes and 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300 million and expires on November 9, 2026. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. During the three 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.
8. Commitments and Contingencies
Litigation
From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief.
The Company does not believe, based on current knowledge, that any legal proceedings or claims currently exist which, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. It is the Company’s policy to expense legal fees related to any litigation as incurred.
Non-Income Related Taxes
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. The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business.
9. Other Balance Sheet Account Details
Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Prepaid insurance | $ | 1,204 | | | $ | 2,601 | |
| Prepaid income taxes | 1,360 | | | 2,065 | |
Prepaid marketing expense | — | | | 3,365 | |
Prepaid software licenses | 3,657 | | | 4,346 | |
Other prepaid expenses | 3,266 | | | 3,389 | |
| Other current assets | 214 | | | 293 | |
| Total | $ | 9,701 | | | $ | 16,059 | |
Accounts payable and accrued expenses
Accounts payable and accrued expenses consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Accounts payable | $ | 5,991 | | | $ | 7,383 | |
| Accrued sales and other taxes | 7,042 | | | 6,796 | |
| Accrued interest | 7,638 | | | 7,939 | |
| Accrued compensation | 6,102 | | | 10,425 | |
| Accrued advertising expenses | 1,643 | | | 2,719 | |
Other accrued expenses | 3,186 | | | 1,215 | |
| Total | $ | 31,602 | | | $ | 36,477 | |
10. Income Taxes
The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. The Company’s effective tax rate for the three months ended 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 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 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.
11. Stockholders’ Deficit
Common Stock Repurchase Program
In March 2022, the Company’s Board of Directors approved a share buyback program. 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 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). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.
Vested Restricted Stock
At the time of certain vesting events related to restricted stock units or restricted stock awards that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three months ended 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.
Dividends
The Company currently does not issue dividends to Consensus shareholders. Future dividends are subject to Board approval. Our current debt agreements could trigger restrictions on dividend payments under certain circumstances (see Note 7 - Long-Term Debt).
12. Equity Incentive Plan
The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”).
2021 Equity Incentive Plan
In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other share-based awards. Under the 2021 Plan, 4,000,000 shares of common stock are authorized to be granted. As of 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:
| | | | | | | | | | | | | | | |
| Number of
Shares | | Weighted-Average
Grant-Date
Fair Value | | | | |
| Outstanding at January 1, 2025 | 2,096,316 | | $ | 33.24 | | | | | |
| Granted | 46,601 | | | 24.24 | | | | | |
| Vested | (137,466) | | | 41.24 | | | | | |
| Canceled | (35,420) | | | 27.95 | | | | | |
Outstanding at June 30, 2025 | 1,970,031 | | | $ | 32.57 | | | | | |
| | | | | | | |
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.
13. Earnings Per Share
The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Numerator for basic and diluted net income per common share: | | | | | | | |
Net income attributable to common shareholders | $ | 20,781 | | | $ | 23,874 | | | $ | 41,933 | | | $ | 50,244 | |
Net income available to participating securities (1) | — | | | — | | | — | | | (10) | |
| Net income available to common shareholders from operations | $ | 20,781 | | | $ | 23,874 | | | $ | 41,933 | | | $ | 50,234 | |
| Denominator: | | | | | | | |
| Weighted-average outstanding shares of common stock | 19,437,315 | | | 19,249,116 | | | 19,483,689 | | | 19,234,728 | |
| Dilutive effect of: | | | | | | | |
| Equity incentive plans | 59,775 | | | 38,363 | | | 107,781 | | | 21,473 | |
| Employee Stock Purchase Plan | — | | | — | | | 2,229 | | | 4,407 | |
| Common stock and common stock equivalents | 19,497,090 | | | 19,287,479 | | | 19,593,699 | | | 19,260,608 | |
| Net income per share from operations: | | | | | | | |
| Basic | $ | 1.07 | | | $ | 1.24 | | | $ | 2.15 | | | $ | 2.61 | |
| Diluted | $ | 1.07 | | | $ | 1.24 | | | $ | 2.14 | | | $ | 2.61 | |
(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.
14. Segment Information
The following presents the segment information of Cloud Fax (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | | | | | | |
| Revenues | $ | 87,721 | | | $ | 87,500 | | | $ | 174,859 | | | $ | 175,646 | |
| Less: | | | | | | | |
| Salary and benefits | 20,630 | | | 19,237 | | | 40,581 | | | 40,952 | |
| Marketing | 4,896 | | | 4,517 | | | 9,928 | | | 8,977 | |
| Phone operations | 4,190 | | | 3,939 | | | 8,425 | | | 7,983 | |
| Outside services | 3,327 | | | 3,169 | | | 7,163 | | | 7,510 | |
| Depreciation and amortization | 4,571 | | | 5,163 | | | 9,749 | | | 9,930 | |
Other segment items (1) | 11,058 | | | 11,594 | | | 22,467 | | | 22,746 | |
| Segment operating profit | 39,049 | | | 39,881 | | | 76,546 | | | 77,548 | |
| | | | | | | |
| Interest expense | (8,673) | | | (8,657) | | | (17,649) | | | (14,856) | |
| Interest income | 484 | | | 593 | | | 935 | | | 1,516 | |
Other (expense) income, net (2) | (2,316) | | | 663 | | | (3,413) | | | 4,565 | |
| Segment earnings before income taxes | 28,544 | | | 32,480 | | | 56,419 | | | 68,773 | |
| | | | | | | |
| Income tax expense | 7,763 | | | 8,606 | | | 14,486 | | | 18,529 | |
| Segment net income | $ | 20,781 | | | $ | 23,874 | | | $ | 41,933 | | | $ | 50,244 | |
(1) Other segment items includes: 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: gain/loss on foreign currency exchange and miscellaneous income/expense.
The Company maintains operations in the U.S., Canada, Ireland and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Revenues: | | | | | | | |
| United States | $ | 68,620 | | | $ | 69,199 | | | $ | 137,376 | | | $ | 138,911 | |
| Canada | 14,113 | | | 13,254 | | | 27,736 | | | 26,373 | |
| Ireland | 2,775 | | | 3,037 | | | 5,477 | | | 6,211 | |
| All other countries | 2,213 | | | 2,010 | | | 4,270 | | | 4,151 | |
| Foreign countries | 19,101 | | | 18,301 | | | 37,483 | | | 36,735 | |
Total | $ | 87,721 | | | $ | 87,500 | | | $ | 174,859 | | | $ | 175,646 | |
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 |
| Long-lived assets: | | | |
| United States | $ | 113,560 | | | $ | 106,244 | |
| Canada | 148 | | | 191 | |
| Ireland | 136 | | | 155 | |
| All other countries | 3 | | | 1 | |
| Foreign countries | 287 | | | 347 | |
| Total | $ | 113,847 | | | $ | 106,591 | |
15. 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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Information
In addition to historical information, we have also made forward-looking statements in this report. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words “expects,” “may,” “anticipates,” “believes,” “estimates,” “will,” “hopes” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - “Risk Factors” of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (together, the “Risk Factors”), and the factors discussed in the section in this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures About Market Risk.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents we file from time to time with the SEC.
Some factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, our ability and intention to:
◦Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, recent global conflicts, inflationary pressures, elevated interest rates, new or additional tariffs or other trade restrictions, and the prospect of a U.S. federal government shutdown, and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;
◦Maintain and increase our customer base and average revenue per user;
◦Generate sufficient cash flow to make interest and debt payments, reinvest in our business and pursue desired activities and business plans while satisfying restrictive covenants relating to debt obligations;
◦Acquire businesses on acceptable terms and successfully integrate and realize anticipated synergies from such acquisitions;
◦Continue to expand our Cloud Fax businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues or the implementation of adverse regulations;
◦Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunication taxes;
◦Accurately estimate the assumptions underlying our effective worldwide tax rate;
◦Manage risks from our international operations, including risks associated with currency fluctuations and foreign exchange controls and adverse changes in global financial markets;
◦Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure or network security breach; effectively maintaining and managing our billing systems; allocating time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures;
◦Compete with other similar providers with regard to price, service and functionality;
◦Cost-effectively procure, retain and deploy large quantities of fax numbers in desired locations in the United States and abroad;
◦Achieve business and financial objectives in light of burdensome domestic and international telecommunications, internet or other regulations including data privacy, access, security and retention;
◦Successfully manage our growth, including but not limited to, our operational and personnel-related resources, and integration of newly acquired businesses;
◦Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return;
◦Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others;
◦Recruit and retain key personnel; and
◦Maintain favorable relationships with critical third-party vendors whose financial condition will not negatively impact the services they provide.
In addition, other factors that could cause actual results to differ materially from those anticipated in these forward-looking statements or materially impact our financial results include the risks associated with new accounting pronouncements, as well as those associated with natural disasters, public health crises and other catastrophic events outside of our control.
Overview
Consensus is a leading provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves approximately 745 thousand customers of all sizes, from enterprises to individuals, across approximately 44 countries and/or territories and multiple industry verticals including, but not limited to, healthcare, government, financial services, law and education. Our top 10 customers represent approximately 9% of total revenues and approximately 75% of our Small office home office (“SoHo”) customer accounts are older than 2 years. Beginning as an online fax company over two decades ago, Consensus has evolved into a leading global provider of enterprise secure communication solutions. Consensus is well positioned to capitalize on advancements in how people and businesses share private documents and information. Its mission is to democratize secure information interchange across technologies and industries, and solve the healthcare interoperability challenge. Consensus’ communication and interoperability solutions enable its customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.
For purposes of this management’s discussion and analysis of the results of operations and financial condition of Consensus (“MD&A”) section, we use the terms “the Company,” “we,” “us” and “our” to refer to Consensus.
Key Performance Metrics
We use the following metrics to generally assess the operational and financial performance of our business, including the growth of our business, the value provided by customers to our business and our customer retention that provide insights that contribute to certain of our business planning decisions. 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.
The following table sets forth certain key performance metrics for our operations for the three and six months ended June 30, 2025 and 2024 (in thousands, except for percentages and Average Revenue per Customer Account):
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Revenue | | | | | | | |
| Corporate | $ | 55,302 | | | $ | 51,720 | | | $ | 109,591 | | | $ | 103,110 | |
| SoHo | 32,414 | | | 35,779 | | | 65,263 | | | 72,533 | |
| Total | 87,716 | | | 87,499 | | | 174,854 | | | 175,643 | |
| Other revenues | 5 | | | 1 | | | 5 | | | 3 | |
| Consolidated | $ | 87,721 | | | $ | 87,500 | | | $ | 174,859 | | | $ | 175,646 | |
Average Revenue per Customer Account (“ARPA”) (1)(2) | | | | | | | |
| Corporate | $ | 301.29 | | $ | 310.18 | | $ | 300.99 | | $ | 313.13 |
| SoHo | $ | 15.62 | | $ | 15.45 | | $ | 15.51 | | $ | 15.41 |
| Consolidated | $ | 38.82 | | $ | 35.24 | | $ | 38.24 | | $ | 34.87 |
| | | | | | | |
Customer Accounts (1) | | | | | | | |
| Corporate | 63 | | 56 | | | 63 | | 56 |
| SoHo | 682 | | 760 | | | 682 | | 760 |
| Consolidated | 745 | | 816 | | | 745 | | 816 |
| | | | | | | |
Paid Adds (3) | | | | | | | |
| Corporate | 8 | | 4 | | 12 | | 9 |
| SoHo | 62 | | 61 | | 120 | | 123 |
| Consolidated | 70 | | 65 | | 132 | | 132 |
| | | | | | | |
Monthly Churn % (4) | | | | | | | |
| Corporate | 2.86 | % | | 2.29 | % | | 2.68 | % | | 2.10 | % |
| SoHo | 3.84 | % | | 3.55 | % | | 3.68 | % | | 3.57 | % |
| Consolidated | 3.76 | % | | 3.46 | % | | 3.60 | % | | 3.48 | % |
(1)Consensus customers are defined as paying Corporate and SoHo customer accounts. In the current period, we eliminated dormant accounts not contributing to revenue from the number of SoHo customer accounts. The prior year period has been revised for consistency with the current year, and all metrics calculated based on the number of customer accounts (including ARPA and Monthly Churn %) are calculated based on the revised number. As a result of this change, the prior year period SoHo customer accounts decreased by 26 thousand.
(2)Represents a monthly ARPA for the quarter or year-to-date period, calculated as follows: Monthly ARPA on a quarterly basis is calculated using our standard convention of dividing revenue for the quarter by the average of the quarter’s beginning and ending customer base and dividing that amount by 3 months. Monthly ARPA on a year-to-date basis is calculated by dividing revenue for the year-to-date period by the average customer base for the applicable period and dividing that amount by the respective period. We believe ARPA provides investors an understanding of the average monthly revenues we recognize per account associated within Consensus’ customer base. As ARPA varies based on fixed subscription fee and variable usage components, we believe it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across Consensus’ customers.
(3)Paid Adds represents paying new Consensus customer accounts added during the periods presented.
(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). The period measured is the quarter or year-to-date period and expressed as a monthly churn rate over the respective period.
Critical Accounting Estimates
In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2024 Annual Report on Form 10-K filed with the SEC on February 20, 2025. During the six months ended June 30, 2025, there were no significant changes in our critical accounting policies and estimates.
Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
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. As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our customers.
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.
Revenues
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | Three Months Ended June 30, | | Percentage Change | | Six Months Ended June 30, | | Percentage Change |
| 2025 | | 2024 | | | | 2025 | | 2024 | | |
| Revenues | $ | 87,721 | | | $ | 87,500 | | | —% | | $ | 174,859 | | | $ | 175,646 | | | —% |
Our revenues primarily consist of revenues from “fixed” customer subscription revenues and “variable” revenues generated from actual usage of our services.
Revenues increased by $0.2 million for the three months ended June 30, 2025 over the prior year comparable period. An increase of $3.6 million or 7% in our Corporate business was partially offset by a decline of $3.4 million or 9% in our SoHo business.
Revenues decreased by $0.8 million for the six months ended June 30, 2025 over the prior year comparable period. The decrease was due to a decline of $7.3 million or 10% in our SoHo business, partially offset by an increase of $6.5 million or 6% in our Corporate business.
Cost of Revenues
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | Three Months Ended June 30, | | Percentage Change | | Six Months Ended June 30, | | Percentage Change |
| 2025 | | 2024 | | | | 2025 | | 2024 | | |
| Cost of revenues | $17,624 | | $17,122 | | 3% | | $35,694 | | $34,170 | | 4% |
| As a percent of revenue | 20% | | 20% | | | | 20% | | 19% | | |
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.
The increase in cost of revenues of $0.5 million for the three months ended June 30, 2025 over the prior year comparable period was primarily due to increases of $0.5 million in network operations costs and $0.3 million in personnel-related expenses, partially offset by a decrease of $0.2 million in depreciation associated with platform development costs.
The increase in cost of revenues of $1.5 million for the six months ended June 30, 2025 over the prior year comparable period was primarily due to increases of $1.3 million in network operations costs, $0.5 million in depreciation associated with platform development costs and $0.4 million in data transmission costs, partially offset by a decrease of $0.4 million in personnel-related expenses.
Operating Expenses
Sales and Marketing
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | Three Months Ended June 30, | | Percentage Change | | Six Months Ended June 30, | | Percentage Change |
| 2025 | | 2024 | | | | 2025 | | 2024 | | |
| Sales and marketing | $12,452 | | $11,718 | | 6% | | $25,240 | | $24,276 | | 4% |
| As a percent of revenue | 14% | | 13% | | | | 14% | | 14% | | |
Our sales and marketing costs consist primarily of personnel costs, internet-based advertising and other business development-related expenses. Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click and cost-per-acquisition) advertising relationships with an array of online service providers. Our sales personnel consist of a combination of inside sales and outside sales professionals.
The increase in sales and marketing expenses of $0.7 million for the three months ended June 30, 2025 over the prior year comparable period was primarily due to increases of $0.4 million in third-party advertising spend and $0.2 million in personnel-related expenses.
The increase in sales and marketing expenses of $1.0 million for the six months ended June 30, 2025 over the prior year comparable period was primarily due to an increase of $1.0 million in third-party advertising spend.
Research, Development and Engineering
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | Three Months Ended June 30, | | Percentage Change | | Six Months Ended June 30, | | Percentage Change |
| 2025 | | 2024 | | | | 2025 | | 2024 | | |
| Research, development and engineering | $1,744 | | $1,643 | | 6% | | $3,456 | | $3,548 | | (3)% |
| As a percent of revenue | 2% | | 2% | | | | 2% | | 2% | | |
Our research, development and engineering costs consist primarily of personnel-related expenses.
Research, development and engineering costs for the three and six months ended June 30, 2025 remained consistent with the prior year comparable periods.
General and Administrative
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands, except percentages) | Three Months Ended June 30, | | Percentage Change | | Six Months Ended June 30, | | Percentage Change |
| 2025 | | 2024 | | | | 2025 | | 2024 | | |
| General and administrative | $16,852 | | $17,136 | | (2)% | | $33,923 | | $36,104 | | (6)% |
| As a percent of revenue | 19% | | 20% | | | | 19% | | 21% | | |
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.
The decrease in general and administrative expenses of $0.3 million for the three months ended June 30, 2025 over the prior year comparable period was primarily due to decreases of $0.5 million in bad debt expense, $0.4 million in depreciation and amortization expense and $0.3 million in non-income related tax expenses, partially offset by increases of $0.5 million in personnel-related expenses and $0.2 million in computer and related equipment expenses.
The decrease in general and administrative expenses of $2.2 million for the six months ended June 30, 2025 over the prior year comparable period was primarily due to decreases of $0.9 million in non-income related tax expenses, $0.6 million in depreciation and amortization expense, $0.4 million in professional fees and $0.4 million in personnel-related expenses.
Share-Based Compensation
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, 2025 and 2024 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Cost of revenues | $ | 511 | | | $ | 481 | | | $ | 987 | | | $ | 984 | |
| Operating expenses: | | | | | | | |
| Sales and marketing | 702 | | | 585 | | | 1,416 | | | 1,264 | |
| Research, development and engineering | 107 | | | 70 | | | 212 | | | 165 | |
| General and administrative | 2,887 | | | 2,602 | | | 5,856 | | | 5,775 | |
| | | | | | | |
| | | | | | | |
| Total | $ | 4,207 | | | $ | 3,738 | | | $ | 8,471 | | | $ | 8,188 | |
Non-Operating Income and Expenses
Interest expense. Our interest expense is due to outstanding debt and is offset by any extinguishment gain or losses and capitalized interest. Interest expense was $8.7 million for both the three months ended June 30, 2025 and 2024, and $17.6 million and $14.9 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, interest expense increased by $2.8 million compared to the prior year comparable period. Interest expense increased due to a net loss on debt extinguishment of $(0.1) million in the current period compared to a net gain on debt extinguishment of $6.6 million in the prior year comparable period. This increase to interest expense was partially offset by a favorable decrease of $3.9 million in interest expense as debt repurchases lowered our outstanding debt balance.
Interest income. Our interest income is generated from interest earned on cash and cash equivalents. Interest income was $0.5 million and $0.6 million for the three months ended June 30, 2025 and 2024, respectively, and $0.9 million and $1.5 million for the six months ended June 30, 2025 and 2024, respectively. Interest income for the three and six months ended June 30, 2025 decreased compared to the prior year comparable periods as we decreased our investment in money market funds, primarily, in order to repurchase common stock and long-term debt.
Other (expense) income, net. Our other (expense) income, net is generated primarily from foreign currency and miscellaneous items. Other (expense) income, net was $(2.3) million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively, and $(3.4) million and $4.6 million for the six months ended June 30, 2025 and 2024, 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. Dollar.
Income Taxes
Significant judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis. We believe our tax positions, including intercompany transfer pricing policies, are consistent with the tax laws in the jurisdictions in which we conduct our business. 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.
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.
The provision for income taxes was $7.8 million and $8.6 million for the three months ended June 30, 2025 and 2024, respectively, and $14.5 million and $18.5 million for the six months ended June 30, 2025 and 2024, respectively.
Our effective tax rate was 27.2% and 26.5% for the three months ended June 30, 2025 and 2024, respectively, and 25.7% and 26.9% for the six months ended June 30, 2025 and 2024, respectively. The increase in our 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 our 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.
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. We are still in the process of evaluating the OBBBA and an estimate of the financial impact cannot be made at this time.
Liquidity and Capital Resources
Cash and Cash Equivalents
As of June 30, 2025, we had cash and cash equivalents of $57.9 million compared to $33.5 million as of December 31, 2024. The increase in cash and cash equivalents resulted primarily from cash provided by operations, partially offset by cash used for debt repurchases, capitalized expenditures, share repurchases and investments. As of June 30, 2025, cash and cash equivalents held within domestic and foreign jurisdictions were $30.7 million and $27.2 million, respectively.
Credit Agreement
On March 4, 2022, the Company entered into a Credit Agreement with certain lenders party thereto (collectively, the “Lenders”) and MUFG Union Bank, N.A., as agent (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided Consensus with a 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 was scheduled to occur on March 4, 2027. As of June 30, 2025, no amount had been drawn down on the Credit Facility. Subsequent to the period ended June 30, 2025, this Credit Facility was retired with no balance. In July 2025, the Company entered into a new Credit Agreement (the “2025 Credit Agreement”) with certain lenders party thereto (the “Lenders”) and U.S. Bank National Association, as agent (the “Agent”) to provide the Company with a senior secured revolving credit facility of $75.0 million and a senior secured delayed-draw term loan facility of $150.0 million (see Note 15 - Subsequent Events of the Notes to the Condensed Consolidated Financial Statements).
Material Cash Requirements
Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments. As of June 30, 2025, we had $582.4 million in aggregate principal amount of indebtedness outstanding (see Note 7 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $15.6 million, which had a weighted average remaining lease term of 5.2 years. As of June 30, 2025, our liability for uncertain tax positions was $14.1 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.
We currently anticipate that our existing cash and cash equivalents and cash generated from operations and financing activities will be sufficient to fund our anticipated needs for working capital, capital expenditures, stock and debt repurchases, if any, for at least the next 12 months and the foreseeable future.
Debt Repurchase Program
On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 Senior Notes and 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300.0 million and expires on November 9, 2026. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. Any gains or losses on extinguishment of debt are recognized in interest expense on the
Condensed Consolidated Statements of Income. As of June 30, 2025, the Company had retired an aggregate of $222.6 million in principal of its senior notes under this program.
Common Stock Repurchase Program
In March 2022, the Company’s Board of Directors approved a share buyback program, under which the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth 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 share buyback 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). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022. 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.
Vested Restricted Stock
At the time of certain vesting events related to restricted stock units or restricted stock awards that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three months ended 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.
Cash Flows
Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents. Net cash provided by operating activities was $69.2 million and $69.1 million for the six months ended June 30, 2025 and 2024, 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. Net cash provided by operating activities remained consistent with the prior year comparable period.
Net cash used in investing activities was $20.2 million and $17.5 million for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, and cash paid for investments. The increase in our net cash used in investing activities over the prior year comparable period was primarily attributable to the purchase of investments in the current period, partially offset by a decrease in capital expenditures during the current year period.
Net cash used in financing activities was $28.6 million and $86.1 million for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, net cash used in financing activities is primarily attributable to our repurchases of debt and common stock. The decrease in net cash used in financing activities over the prior year comparable period was primarily attributable to a decrease in cash outflows related to the repurchase of our debt in the current period, partially offset by an increase in repurchases of our common stock in the current year period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following discussion of the market risks we face contains forward-looking statements. Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Consensus undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Readers should carefully review the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K filed or to be filed by us in 2025.
Interest Rate Risk
Our cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these instruments. As of June 30, 2025, the carrying value of our cash and cash equivalents approximated fair value. Our return on these investments is subject to interest rate fluctuations.
As of June 30, 2025 and December 31, 2024, we had cash and cash equivalent investments, primarily in money market funds and cash held in foreign and domestic bank accounts, of $57.9 million and $33.5 million, respectively. We do not have interest rate risk on our outstanding long-term debt as these arrangements have fixed interest rates.
We cannot ensure that future interest rate movements will not have a material adverse effect on our future business, prospects, financial condition, operating results and cash flows. To date, we have not entered into interest rate hedging transactions to control or minimize certain of these risks.
Foreign Currency Risk
Our principal exposure to foreign currency risk relates to investment and intercompany debt in foreign subsidiaries that transact business in functional currencies other than the U.S. Dollar, primarily the Euro and the Japanese Yen. If we are unable to settle our short-term intercompany debts in a timely manner, we remain exposed to foreign currency fluctuations.
As we expand our international presence, we become further exposed to foreign currency risk by entering new markets with additional foreign currencies. The economic impact of currency exchange rate movements is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.
As currency exchange rates change, translation of the income statements of the international businesses into U.S. Dollars affects year-over-year comparability of operating results, the impact of which is immaterial to the comparisons set forth in this Form 10-Q.
Historically, we have not hedged translation risks because cash flows from international operations were generally reinvested locally; however, we may do so in the future. Our objective in managing foreign exchange risk is to minimize the potential exposure to changes that exchange rates might have on earnings, cash flows and our financial position. We currently do not have derivative financial instruments for hedging, speculative or trading purposes and therefore are not subject to such hedging risk. However, we may in the future engage in hedging transactions to manage our exposure to fluctuations in foreign currency exchange rates.
Foreign exchange (loss) gain was $(2.3) million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively. Foreign exchange (loss) gain was $(3.4) million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively. The change in foreign exchange (loss) gain was primarily attributable to the translation of certain intra-entity balances in foreign currencies.
Cumulative translation adjustment gain (loss), included in other comprehensive income, was $9.9 million and $(1.3) million for the three months ended June 30, 2025 and 2024, respectively. Cumulative translation adjustment gain (loss), included in other comprehensive income, was $14.2 million and $(7.7) million for the six months ended June 30, 2025 and 2024, respectively.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the quarterly period ended June 30, 2025. Based on this evaluation, our CEO and CFO concluded that, as of June 30, 2025, our disclosure controls and procedures were effective, at a reasonable assurance level.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
(b) Changes in Internal Controls
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which occurred during the second quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
See Note 8 - Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1) for information regarding certain legal proceedings in which we are involved.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as in other documents we file from time to time. There have been no material changes to the risk factors from those described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
None.
(b) Issuer Purchases of Equity Securities
On March 1, 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth of the Company’s common stock through February 2025, which was subsequently extended through February 2028. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. For
further information on our share repurchases, refer to Note 11 - Stockholders’ Deficit of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1).
The following table summarizes the share repurchase activity for the three months ended June 30, 2025:
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| Total Number of Shares Purchased | Average Price Paid Per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program |
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April 1 - 30, 2025 | — | | $ | — | | — | | $ | 67,853 | |
May 1 - 31, 2025 | 221,816 | | 22.56 | | 221,816 | | 62,849 | |
June 1 - 30, 2025 | 330,057 | | 22.51 | | 330,057 | | 55,419 | |
| 551,873 | | 551,873 | 55,419 | |
(1) Average price paid per share includes costs associated with the repurchases, but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(c) Trading Plans
None.
Item 6. Exhibits
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| Exhibit Number | Description |
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| 3.1 | Amended and Restated Certificate of Incorporation of Consensus Cloud Solutions, Inc.(incorporated by reference to Ex. 3.1 to Consensus’ Current Report on Form 8-K filed with the Commission on October 8, 2021, File No. 001-40750). |
| 3.2 | Amended and Restated Bylaws of Consensus Cloud Solutions, Inc. (incorporated by reference to Ex. 3.2 to Consensus’ Current Report on Form 8-K filed with the Commission on October 8, 2021, File No. 001-40750). |
10.1* | Credit Agreement, dated as of July 9, 2025, by and between Consensus Cloud Solutions, Inc., the lenders party thereto, and U.S. Bank National Association, as agent. |
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| 31.1* | Rule 13a-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Rule 13a-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | The following financial information from Consensus Cloud Solutions, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024, and (vi) the Notes to Condensed Consolidated Financial Statements. |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Filed herewith ** Furnished herewith |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Consensus Cloud Solutions, Inc. |
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Date: | August 7, 2025 | By: | /s/ R. SCOTT TURICCHI |
| | | R. Scott Turicchi |
| | | Chief Executive Officer and Director |
| | | (Principal Executive Officer) |
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Date: | August 7, 2025 | By: | /s/ JAMES C. MALONE |
| | | James C. Malone |
| | | Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
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