CCSI Concensus Cloud Solutions Inc

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The Company

Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves approximately 1 million customers of all sizes, from enterprises to individuals, across approximately 50 countries and multiple industry verticals including healthcare, government, financial services, law and education. Beginning as an online fax company over two decades ago, Consensus has evolved into a global provider of enterprise secure communication solutions. Our communication and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries.

Consensus Cloud Solutions, Inc. Spin-Off

On September 21, 2021, J2 Global, Inc., known since October 7, 2021 as Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) announced that its Board of Directors approved its separation of the Cloud Fax business (the “Separation” or the “Spin-Off”), into an independent publicly traded company, Consensus Cloud Solutions, Inc. On October 7, 2021, the Separation was completed and the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in J2 Cloud Services, LLC (“J2 Cloud Services”), in exchange for approximately $259.1 million in cash, an asset related to $500.0 million in aggregate principal amount of the 6.5% Senior Notes due 2028, and the return of the assets and liabilities related to the non-fax business back to Ziff Davis. On October 8, 2021, Consensus began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the stock symbol “CCSI”. Ziff Davis retained a 19.9% interest in Consensus following the Separation. Subsequently Ziff Davis has sold, or otherwise disposed of, a portion of its Consensus shares, reducing its beneficial ownership in the Company to under 10% as of September 30, 2023 and December 31, 2022 (see Note 16 - Related Party Transactions).

Principles of Consolidation

The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022, included in our Annual Report (Form 10-K) filed with the SEC on March 31, 2023. 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.

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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, share-based compensation expense, impairment or disposal of long-lived and intangible asset impairment, income taxes, contingencies and allowances for doubtful accounts. 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.

Allowances for Doubtful Accounts

The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Income. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the appropriateness of these reserves.

Revenue Recognition

The Company recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3 - Revenues).

Principal vs. Agent

The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), for principal-agent considerations and assesses: (i) if another party is involved in providing goods or services to the customer and (ii) whether the Company controls the specified goods or services prior to transferring control to the customer.

Sales Taxes

The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer.

Impairment or Disposal of Long-Lived Assets

The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference.

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The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important which could individually or in combination trigger an impairment review include the following:

•Significant underperformance relative to expected historical or projected future operating results;

•Significant changes in the manner of the Company’s use of the acquired assets or the strategy for Consensus’ overall business;

•Significant negative industry or economic trends;

•Significant decline in the Company’s stock price for a sustained period; and

•The Company’s market capitalization relative to net book value.

If the Company determines that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value.

The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. No impairment was recorded during the nine months ended September 30, 2023 and 2022.

The Company classifies its long-lived assets to be sold as held for sale in the period if (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.

Business Combinations and Valuation of Goodwill and Intangible Assets

The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and the amortization expense is included in general and administrative expenses on the Condensed Consolidated Statements of Income.

The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with

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indefinite lives are not amortized, but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test on goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. No impairment was recorded during the nine months ended September 30, 2023 or 2022.

Investments

The Company accounts for investments in equity securities in accordance with FASB ASC Topic No. 321, Investments - Equity Securities (“ASC 321”), which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses are reported within earnings on the Condensed Consolidated Statement of Income.

As of September 30, 2023 the carrying amount of the Company’s investments accounted for using the measurement alternative method in accordance with ASC 321 was $4.0 million 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 nine months ended September 30, 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.

Income Taxes

The Company’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate (see Note 10 - Income Taxes).

The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable.

ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company

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recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Condensed Consolidated Statements of Income.

In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (“CARES”) Act” was enacted into law providing for changes to various tax laws that impact business. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA includes a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion, a 1% excise tax on the fair market value of net share buy-backs, in addition to multiple incentives to the clean energy industry (see Note 11 - Stockholders' Equity).

The Company does not believe these provisions have a significant impact to our current and deferred income tax balances. The Company benefited from the technical correction to tax depreciation related to qualified improvement property and has elected to defer the employer side social security payments where eligible. The Company remitted the deferred employer side social security payments during the year ended December 31, 2022. The Company will continue to monitor the impact of these provisions on its financial statements.

Share-Based Compensation

The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, the Company measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to, the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, the Company may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The Company estimates the expected term based upon the contractual term of the award (see Note 12 - Equity Incentive and Employee Stock Purchase Plan).

Earnings Per Common Share (“EPS”)

EPS is calculated pursuant to the two-class method as defined in FASB ASC Topic No. 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method.

Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding. The Company’s participating securities consist of its unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the impact of other potentially dilutive shares outstanding during the period. The dilutive effect of participating securities is calculated under the more dilutive of either the treasury method or the two-class method.

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Segment Reporting

FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. The chief operating decision maker views the Company as one reportable segment known as Cloud Fax (see Note 14 - Segment Information).

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extends the period of time preparers can utilize the reference rate reform relief guidance. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, including the interim periods within those fiscal years. Early adoption is permitted. This amendment should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company adopted ASU 2022-04 in the first quarter of 2023. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements and related disclosures.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangement, which addresses the accounting by private companies and certain not-for-profit entities (NFPs) for common control leases and amends the accounting for leasehold improvements in common-control arrangements for all entities. This ASU offers: 1) private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification (Issue 1) and 2) amends the accounting for leasehold improvements in common-control arrangements for all entities (Issue 2). The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statement that have not yet been made available. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes the interim period. The amendments applicable to the Company (Issue 2) are required to be applied using the option of one of the following adoption methods:

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1.Prospective application to all new leasehold improvements recognized on or after the date that the entity first applies the amendments in this ASU;

2.Prospective application to all new and existing leasehold improvements recognized on or after the date that the entity first applies the amendments in this ASU, with any remaining balance of leasehold improvements amortized over their remaining useful life to the common-control group determined as of that date; or

3.Retrospective application to the beginning of the period in which an entity first applied Topic 842, with any leasehold improvements that otherwise would not have been amortized or impaired recognized through a cumulative-effect adjustment to opening retained earnings at the beginning of the earliest period presented in accordance with Topic 842.

The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU 2023-02 allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any interim period. If an entity adopts the amendments in an interim period, it shall adopt them as of the beginning of the fiscal year that includes that interim period. The amendment should be applied on either a modified retrospective or a retrospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. The Company is evaluating the potential impact of this guidance on its condensed consolidated financial statements.

The Company’s revenues substantially consist of monthly recurring subscription and usage-based fees from customers accessing the Company’s cloud-based subscription (the “Cloud Fax Services”), a significant portion of which are paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. The Cloud Fax Services allow customers to access the Company’s software without taking possession.

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Corporate			$	50,430					$	48,974					$	150,198					$	144,360
Small office home office (“SoHo”)			40,129						42,801						124,588						127,808
Other			3						2						22						22
Total revenues			$	90,562					$	91,777					$	274,808					$	272,190
Timing of revenue recognition
Point in time			$	112					$	135					$	410					$	572
Over time			90,450						91,642						274,398						271,618
Total			$	90,562					$	91,777					$	274,808					$	272,190

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The Company has recorded $4.2 million and $4.0 million of revenue for the three months ended September 30, 2023 and 2022, respectively, and $20.2 million and $19.2 million of revenue for the nine months ended September 30, 2023 and 2022, 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 accounts for these arrangements as a single performance obligation as the performance obligations related to a specific arrangement are all consumed simultaneously.

The Company satisfies its performance obligations upon delivery of services to its customers. Payment terms vary by

type and location of the Company’s customers and the services offered. The time between invoicing and when payment is due

is not significant. Due to the nature of the services provided, there are no obligations for returns.

Significant Judgments

Determining whether products and services are considered distinct performance obligations may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time. The Cloud Fax Services and related licenses depend on a significant level of integration between the desktop applications and cloud-based services and are accounted for together as one performance obligation.

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. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when faxing capabilities are provided. The Company expects to recognize revenue for Corporate contracts in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year.

The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services.

Practical Expedients

Existence of a Significant Financing Component in a Contract

As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for services, 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.

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Costs to Fulfill a Contract

The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit.

Revenues Invoiced

The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.

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 are comprised of money market funds and foreign and domestic bank accounts. The Company had $144.9 million and zero of money market funds as of September 30, 2023 and December 31, 2022, 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 6 - 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, other intangible assets, fixed 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, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

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Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions have changed in future periods, then the resulting change will impact the fair value of the intangible asset. Identifiable intangible assets are amortized over the period of estimated economic benefit, which ranges from 1 year to 20 years.

The changes in carrying amounts of goodwill for the nine months ended September 30, 2023 are as follows (in thousands):

			Amount
Balance as of January 1, 2023			$	346,585
Foreign exchange translation			(525)
Balance as of September 30, 2023			$	346,060

Intangible Assets with Indefinite Lives:

Intangible assets are summarized as of September 30, 2023 and December 31, 2022 as follows (in thousands):

			September 30, 2023						December 31, 2022
Trade names			$	27,330					$	27,337
Other			4,045						4,045
Total			$	31,375					$	31,382

Intangible Assets Subject to Amortization:

As of September 30, 2023, intangible assets subject to amortization are summarized as follows (in thousands):

			Weighted-Average Remaining   Amortization Period						Historical Cost						Accumulated Amortization						Net
Trade names			0.4 years						$	8,133					$	7,690					$	443
Patent and patent licenses			0.0 years						54,341						54,341						—
Customer relationships (1)			2.7 years						107,593						95,646						11,947
Other purchased intangibles			1.9 years						11,981						9,752						2,229
Total									$	182,048					$	167,429					$	14,619

(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.

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    As of December 31, 2022, intangible assets subject to amortization are summarized as follows (in thousands):

			Weighted-Average Remaining   Amortization Period						Historical Cost						Accumulated Amortization						Net
Trade names			0.5 years						$	8,151					$	7,605					$	546
Patent and patent licenses			0.0 years						54,341						54,341						—
Customer relationships (1)			3.1 years						107,175						92,573						14,602
Other purchased intangibles			2.0 years						11,937						9,311						2,626
Total									$	181,604					$	163,830					$	17,774

(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 September 30, 2023 are as follows (in thousands):

Fiscal Year:			Amount
2023 (remainder)			$	1,057
2024			3,528
2025			2,638
2026			2,128
2027			1,425
Thereafter			3,843
Total			$	14,619

Amortization expense was $1.0 million and $1.2 million for the three months ended September 30, 2023 and 2022, respectively, and $3.2 million and $3.8 million for the nine months ended September 30, 2023 and 2022, respectively.

Long-term debt consists of the following (in thousands):

			September 30, 2023						December 31, 2022
2026 Senior Notes			$	305,000					$	305,000
2028 Senior Notes			500,000						500,000
Total Notes			805,000						805,000
Less: Deferred issuance costs			(9,667)						(11,135)
Total long-term debt			$	795,333					$	793,865

At September 30, 2023, future principal payments for debt were as follows (in thousands):

Fiscal year:			Total
2023 (remainder)			$	—
2024			—
2025			—
2026			305,000
2027			—
Thereafter			500,000
Total			$	805,000

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The Company capitalized $0.7 million and zero of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended September 30, 2023 and 2022, respectively, and $1.8 million and zero during the nine months ended September 30, 2023 and 2022, respectively.

2026 Senior Notes

On October 7, 2021, Consensus issued $305.0 million of senior notes due in 2026 (the “2026 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. Consensus received proceeds of $301.2 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 2026 Senior Notes are presented as long-term debt, net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022. The 2026 Senior Notes bear interest at a rate of 6.0% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022.

The 2026 Senior Notes mature on October 15, 2026, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2026 Senior Notes were issued (the “2026 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2026 Senior Notes.

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, to, but excluding the redemption date. Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40% of the 2026 Senior Notes at a price equal to 106.0% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Company may make such redemption only if, after such redemption, at least 50% of the aggregate principal amount of the 2026 Senior Notes remains outstanding. In addition, at any time prior to October 15, 2023, the Company may redeem some or all of the 2026 Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium.

The Indenture 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 September 30, 2023.

As of September 30, 2023 and December 31, 2022, the estimated fair value of the 2026 Senior Notes was approximately $281.0 million and $282.8 million, respectively, and was based on quoted market prices or dealer quotes for the 2026 Senior Notes which are Level 1 inputs in the fair value hierarchy.

2028 Senior Notes

On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis (see Note 16 - Related Party Transactions). Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement for a total amount of $483.8 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 2028 Senior Notes were presented as long-term debt, net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022. The 2028 Senior Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022.

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The 2028 Senior Notes mature on October 15, 2028, and are senior unsecured obligations of the Company that are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2028 Senior Notes were issued (the “2028 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2028 Senior Notes.

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, to, but excluding the redemption date.

The Indenture 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 September 30, 2023.

As of September 30, 2023 and December 31, 2022, the estimated fair value of the 2028 Senior Notes was approximately $426.9 million and $459.4 million, respectively, and was based on quoted market prices or dealer quotes for the 2028 Senior Notes which are Level 1 inputs in the fair value hierarchy.

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 revolving credit facility of $25.0 million (the “Credit Facility”) with an option held by the Company to obtain an additional commitment of up to a maximum of $25.0 million. The final maturity of the Credit Facility will occur on March 4, 2027. As of September 30, 2023, no amount has been drawn down on the Credit Facility. The Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of Consensus, and secured by substantially all assets of Consensus and the guarantors. The loans made under the Credit Facility are subject to a Secured Overnight Financing Rate (“SOFR”) base interest rate plus a SOFR margin between 1.75% - 2.50%, with stepdowns subject to the total net leverage ratio.

The Credit Facility is subject to a total net leverage ratio covenant and a minimum EBITDA requirement, in each case tested on a quarterly basis. The Credit Agreement contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Unsecured indebtedness may be incurred, assets may be disposed of, restricted payments may be made and investments may be made, in each case subject to compliance with the Company’s financial covenants. The Company is in compliance with its covenants as of September 30, 2023.

The Company leases certain facilities and equipment under non-cancelable operating and finance leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three to ten years and generally provide renewal options for terms up to an additional five years. The Company determines if an arrangement is a lease at inception. Short-term leases are defined as leases that have a term of 12 months or less and do not include an option to purchase the underlying asset or include an option to purchase the underlying asset that the Company is not reasonably certain to exercise.

The Company accounts for short-term leases by recognizing the lease payments in general and administrative expenses in the Condensed Consolidated Statements of Income. Short-term lease expense is recognized on a straight-line basis over the term of the lease and associated variable lease payments are recognized in the period in which the obligation for the payments is incurred.

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Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Operating leases typically require payment of certain non-lease costs, such as real estate taxes, common area maintenance and insurance. These components comprise the majority of the Company’s variable lease costs and are excluded from the present value of lease liabilities unless an event occurs that results in the payments becoming fixed for the remaining term. The remaining lease and non-lease components are accounted for together as a single lease component for all underlying classes of assets. Operating lease assets are adjusted for lease incentives, initial direct costs, impairments and exit or disposal costs.

The Company accounts for operating leases greater than one year by recognizing the lease payments in general and administrative expenses in the Condensed Consolidated Statements of Income. Operating lease costs are recognized on a straight-line basis from the commencement date to the end of the lease term. Amortization of finance lease right-of-use assets is included in general and administrative expenses in the Condensed Consolidated Statements of Income. Interest related to finance lease right-of-use assets, if any, is included in interest expense in the Condensed Consolidated Statements of Income. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease expense, recorded in cost of revenues and general and administrative expenses on the

Condensed Consolidated Statements of Income, were as follows (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Operating lease cost			$	678					$	604					$	2,065					$	1,840
Short-term lease cost			395						384						1,216						1,186
Finance lease cost:
Amortization of right-of-use assets			224						297						827						897
Total lease cost			$	1,297					$	1,285					$	4,108					$	3,923

Supplemental balance sheet information related to leases is as follows (in thousands):

			September 30, 2023						December 31, 2022
Lease-related assets and liabilities
Operating lease right-of-use assets			$	7,106					$	7,875
Finance lease right-of-use assets (1)			604						1,427
Total right-of-use assets			$	7,710					$	9,302
Operating lease liabilities, current			$	2,870					$	2,793
Operating lease liabilities, noncurrent			12,848						13,877
Total operating lease liabilities			$	15,718					$	16,670

(1) The full amount of the finance leases were prepaid. Therefore, there is no corresponding lease liability associated with the finance right-of-use assets.

Supplemental cash flow information related to leases is as follows (in thousands):

			Nine Months Ended September 30,
			2023						2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$	2,248					$	2,085
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			$	542					$	1,316

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Other supplemental operating lease information consists of the following:

			September 30, 2023						December 31, 2022
Operating leases:
Weighted average remaining lease term			6.9 years						7.6 years
Weighted average discount rate			4.8		%				4.6		%

Maturities of operating lease liabilities as of September 30, 2023 are as follows (in thousands):

Fiscal Year:			Operating Leases
2023 (remainder)			$	752
2024			2,939
2025			2,748
2026			2,525
2027			2,534
Thereafter			8,167
Total lease payments			$	19,665
Less: Imputed interest			(3,947)
Present value of operating lease liabilities			$	15,718

Significant Judgments

Discount Rate

The majority of the Company’s leases are discounted using the Company’s collateralized incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate each quarter for collateralized loans with a maturity similar to the lease term.

Options

The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs.

Facility lease

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

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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 historically did not collect sales tax in states where it was not able to quantify the appropriate sales tax to be collected. For the periods from 2017 through 2021, the Company believed it was probable that a sales tax liability existed for its corporate and SoHo accounts.

In the year ended December 31, 2021, the Company determined that a sales tax liability was probable and it developed a methodology to estimate the sales tax liability for the SoHo revenue stream during the affected periods from 2017 through 2021. The Company has been remitting SoHo sales tax in applicable states since August 2022.

However, the sales tax liability for its corporate customers was not estimable until the third quarter of 2022. Prior to the third quarter of 2022, the Company was unable to determine which of these customers were either exempt organizations or resellers and were thus exempt from sales tax. In the third quarter of 2022, the Company completed an analysis of the pool of corporate customers subject to sales tax in order to estimate the range of sales tax liability on its corporate revenues. As a result, the Company recorded an accrual as the exposure became probable and estimable. Additionally, the Company started sales tax collection and remittance on corporate sales in applicable states in August 2022.

The Company initiated a Voluntary Disclosure Agreement (“VDA”) process in the third quarter of 2022, to voluntarily report the prior period sales tax liability. The process was substantially completed in the third quarter of 2023. While the Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No. 450, Contingencies, some state taxing authorities may still challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability, and may also impose other taxes on its business. Taxing authorities may successfully assert that the Company should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results.

During the three months ended September 30, 2023, the Company reassessed its sales tax exposure. The Company believes that it did not need to record any additional sales tax expense pertaining to the prior periods. The Company recorded a sales tax expense within general and administrative expenses in the Condensed Consolidated Statements of Income of $0.8 million and $8.4 million for the three months ended September 30, 2023 and 2022, respectively. The Company recorded a sales tax expense within general and administrative expenses in the Condensed Consolidated Statements of Income of $2.0 million and $9.5 million for the nine months ended September 30, 2023 and 2022, respectively.

The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business. The sales tax liability within accounts payable and accrued expenses on the Company’s Condensed Consolidated Balance Sheets was $7.4 million and $13.1 million as of September 30, 2023 and December 31, 2022, respectively.

Accounts payable and accrued expenses

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

			September 30, 2023						December 31, 2022
Accounts payable			$	7,012					$	6,288
Accrued sales and other taxes			8,908						13,865
Accrued interest			23,382						10,717
Accrued compensation			5,928						2,755
Accrued advertising expenses			2,608						3,545
Other accrued expenses			5,016						4,232
Total			$	52,854					$	41,402

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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 September 30, 2023 and 2022 was 23.9% and 29.2%, respectively. The Company’s decreased rate during the three months ended September 30, 2023 is primarily due to a reduction in nondeductible expenses for tax purposes and the change in the geographical mix of income. The Company’s effective tax rate for the nine months ended September 30, 2023 and 2022 was 23.8% and 27.6%, respectively. The Company’s decreased rate during the nine months ended September 30, 2023 is primarily due to a reduction in nondeductible expenses for tax purposes and the change in the geographical mix of income.

The Company’s effective tax rates for the three and nine months ended September 30, 2023 and 2022 differed from the U.S. federal statutory rates of 21% primarily as a result of state income taxes, nondeductible expenses for tax purposes, foreign rate differential, research and development credits and uncertain tax positions.

As of September 30, 2023 and December 31, 2022, the Company had $9.0 million and $6.7 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statements of Income.

Income Tax Audits

The Company files tax returns in the US, Ireland, Netherlands, France, Canada, Japan and Hong Kong. As of September 30, 2023, the Company is not under audit in any jurisdiction that it operates within. The Company has filed its first set of post-spin tax returns including some international subsidiaries who have previously filed in their local jurisdictions. Depending on the jurisdictions in which the Company is filing, tax returns for the years from 2016 onwards are still open to examination by tax authorities.

Common Stock Repurchase Program

On March 1, 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company may purchase, in the public market or in off-market transactions, up to $100.0 million of the Company’s common stock through February 2025. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans and during the three months ended September 30, 2023 and 2022, the Company repurchased 152,399 and zero shares, respectively, at an aggregate cost of $3.8 million and zero, respectively, under this program. During the nine months ended September 30, 2023 and 2022, the Company repurchased 490,953 and 189,114 shares, respectively, at an aggregate cost of $15.1 million (inclusive of excise tax of $0.1 million) and $7.6 million, respectively, under this program. Cumulatively as of September 30, 2023, 680,067 shares have been repurchased under this program at an aggregate cost of $22.7 million (inclusive of excise tax of $0.1 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 and nine months ended September 30, 2023 the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 2,412 and 35,368 shares, respectively. During the three and nine months ended September 30, 2022 the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 1,906 and 29,725 shares, respectively.

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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 6 - Debt).

The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below.

(a) 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. 4,000,000 shares of common stock are authorized to be used for 2021 Plan purposes. As of September 30, 2023, 2,727,438 shares were available to be used under the 2021 Plan.

 Restricted Stock and Restricted Stock Units

 

The Company has awarded restricted stock and restricted stock units to its Board of Directors and certain employees pursuant to the 2021 Plan. Compensation expense resulting from restricted stock and restricted stock unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Company’s Board of Directors, four years for employees and five years for the Chief Executive Officer and Chief Operating Officer.

Restricted Stock and Restricted Stock Units with Market Conditions

The Company has awarded certain key employees market-based restricted stock and restricted stock units pursuant to the 2021 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets for 20 out of 30 trading days or 20 out of 25 trading days (look-back period). Stock-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method unless the market condition has been met and requisite service period has been completed, then the expense will be accelerated and recognized in the period that the market condition and service period requirement have been met. During the nine months ended September 30, 2023, the Company awarded zero market-based restricted stock awards and restricted stock units.

Restricted stock activity for the nine months ended September 30, 2023 is set forth below:

			Shares						Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2023			35,416						$	38.42
Granted			—						—
Vested			(19,737)						37.77
Canceled			—						—
Nonvested at September 30, 2023			15,679						$	39.24

As of September 30, 2023, the Company had unrecognized share-based compensation expense related to its restricted stock awards of $0.2 million, which is expected to be recognized over a weighted-average period of 0.4 years.

  

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Restricted stock unit activity for the nine months ended September 30, 2023 is set forth below:

			Number of Shares						Weighted-Average Grant-Date Fair Value						Weighted-Average Remaining Contractual Life (in years)						Aggregate Intrinsic Value
Outstanding at January 1, 2023			1,082,451						$	51.63
Granted			67,475						50.01
Vested			(82,503)						53.32
Canceled			(22,477)						57.37
Outstanding at September 30, 2023			1,044,946						$	51.27					3.3						$	26,311,740
Vested and expected to vest as of September 30, 2023			711,335						$	52.37					2.8						$	17,911,410

As of September 30, 2023, the Company had unrecognized share-based compensation expense related to its restricted stock units of $26.4 million, which is expected to be recognized over a weighted-average period of 2.5 years.

The Company capitalized $0.5 million and zero of share-based compensation expense during the three months ended September 30, 2023 and 2022, respectively, and $1.5 million and zero of share-based compensation expense during the nine months ended September 30, 2023 and 2022, respectively, within property and equipment, net on its Condensed Consolidated Balance Sheets.

(b) Employee Stock Purchase Plan

 

In October 2021, Consensus established the Purchase Plan, which provides for the issuance of a maximum of 1,000,000 shares of common stock. Under the Purchase Plan, eligible employees can have up to 15% of their earnings withheld, up to certain maximums, to be used to purchase shares of Consensus’ common stock on certain plan-defined dates. The purchase price for each offering period is 85% of the lesser of the fair market value of a share of common stock of the Company (a “Share”) on the first or last day of the offering period, with each offering period being six months.

The plan includes a provision that allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature, to be used in the purchase price calculation. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and the Company to recognize compensation expense. The compensation expense is recognized on a straight-line basis over the requisite service period, which is the same as the offering period of the Purchase Plan. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the Purchase Plan. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by the Company’s Board of Directors. Estimated forfeiture rates were 5.61% as of September 30, 2023.

For the three and nine months ended September 30, 2023, zero and 29,582 shares were purchased under the Purchase Plan, respectively. Cash received upon the issuance of Consensus common stock under the Purchase Plan during the three and nine months ended September 30, 2023 was zero and $0.9 million, respectively. As of September 30, 2023, 927,901 shares were available under the Purchase Plan for future issuance.

The compensation expense related to the current offering period of the Purchase Plan has been estimated utilizing the following assumptions:

			September 30, 2023
Risk-free interest rate			5.26%
Expected term (in years)			0.5
Dividend yield			0.00%
Expected volatility			56.95%
Weighted average volatility			56.95%

---

The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Numerator for basic and diluted net income per common share:
Net income from continuing operations attributable to common shareholders			$	24,007					$	15,370					$	60,523					$	55,811
Net income available to participating securities (1)			(12)						(24)						(52)						(119)
Net income available to common shareholders from operations			$	23,995					$	15,346					$	60,471					$	55,692
Denominator:
Weighted-average outstanding shares of common stock			19,627,188						19,791,019						19,708,991						19,879,759
Dilutive effect of:
Equity incentive plans			12,649						66,356						15,744						64,473
Employee Stock Purchase Plan			8,018						15,763						6,030						14,392
Common stock and common stock equivalents			19,647,855						19,873,138						19,730,765						19,958,624
Net income per share from operations:
Basic			$	1.22					$	0.78					$	3.07					$	2.80
Diluted			$	1.22					$	0.77					$	3.07					$	2.79

(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 September 30, 2023 and 2022, there were 836,655 and 499,584 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation. For the nine months ended September 30, 2023 and 2022, there were 704,837 and 499,476 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance. The CODM views the Company as one business, Cloud Fax.

The Company’s Cloud Fax business is driven primarily by subscription revenues that have relatively higher margins, are stable and predictable from quarter to quarter with minor seasonal weakness in the fourth quarter.

The Company evaluates performance based on revenue, gross margin and profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses.

---

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 September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Revenues:
United States			$	71,724					$	72,720					$	217,606					$	214,214
Canada			13,091						12,679						39,043						37,013
Ireland			3,571						4,309						11,331						13,785
All other countries			2,176						2,069						6,828						7,178
Foreign countries			18,838						19,057						57,202						57,976
			$	90,562					$	91,777					$	274,808					$	272,190

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):

			September 30, 2023						December 31, 2022
Long-lived assets:
United States			$	81,632					$	61,858
Canada			278						531
Ireland			250						167
All other countries			156						277
Foreign countries			684						975
Total			$	82,316					$	62,833

The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises foreign currency translation adjustments, for the three months ended September 30, 2023 (in thousands):

									Foreign Currency Translation
Balance as of July 1, 2023									$	(17,001)
Other comprehensive loss									(6,238)
Net increase in other comprehensive loss									(6,238)
Balance as of September 30, 2023									$	(23,239)

The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises foreign currency translation adjustments, for the nine months ended September 30, 2023 (in thousands):

									Foreign Currency Translation
Balance as of January 1, 2023									$	(19,108)
Other comprehensive loss									(4,131)
Net increase in other comprehensive loss									(4,131)
Balance as of September 30, 2023									$	(23,239)

There were zero reclassifications out of accumulated other comprehensive loss for the three and nine months ended September 30, 2023.

---

In connection with the Separation, Consensus and Ziff Davis entered into several agreements that governed the relationship of the parties following the Separation, including a separation and distribution agreement, a transition services agreement (“TSA”), a tax matters agreement, an employee matters agreement, an intellectual property license agreement and a stockholder and registration rights agreement (the “Agreements”). The TSA governed services including certain information technology services, finance and accounting services and human resource and employee benefit services. The agreed-upon charges, if any, for such services were intended to cover any costs and expenses incurred in providing such services. As of September 30, 2023, a majority of the services provided under the TSA were completed or terminated. The TSA terminated on October 7, 2023.

The Company paid approximately $0.1 million and $7.2 million during the three months ended September 30, 2023 and 2022, respectively, and approximately $0.6 million and $18.7 million, during the nine months ended September 30, 2023 and 2022, respectively, to Ziff Davis to settle co-mingled cash accounts, costs associated with the transition services agreement and Separation. Additionally, the Company incurred approximately $0.1 million and $0.6 million, respectively, in costs related to the registration of shares for sale held by Ziff Davis for the three and nine months ended September 30, 2022. No costs were incurred in 2023 related to the registration of shares for sale held by Ziff Davis. These costs were recorded in general and administrative expenses within the Condensed Consolidated Statement of Income. Subsequent to the disposition of the shares, Ziff Davis’ beneficial ownership in the Company was under 10%, as of September 30, 2023 and December 31, 2022 (see Note 1 - Basis of Presentation). Amounts due to Ziff Davis as of September 30, 2023 and December 31, 2022 were $0.1 million and $0.2 million, respectively. These amounts are recorded within accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets.

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v3.23.3

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-40750
Entity Registrant Name	Consensus Cloud Solutions, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1139414
Entity Address, Address Line One	700 S. Flower Street
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	323
Local Phone Number	860-9200
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CCSI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		19,153,600
Entity Central Index Key	0001866633
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 155,682	$ 94,164
Accounts receivable, net of allowances of $5,629 and $4,681, respectively	29,727	28,029
Prepaid expenses and other current assets	7,178	14,335
Total current assets	192,587	136,528
Property and equipment, net	75,210	54,958
Operating lease right-of-use assets	7,106	7,875
Intangibles, net	45,994	49,156
Goodwill	346,060	346,585
Deferred income taxes	33,927	35,981
Other assets	5,633	2,816
TOTAL ASSETS	706,517	633,899
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses	52,854	41,402
Income taxes payable, current	6,966	2,548
Deferred revenue, current	22,373	24,579
Operating lease liabilities, current	2,870	2,793
Total current liabilities	85,063	71,322
Long-term debt	795,333	793,865
Deferred revenue, noncurrent	2,282	2,319
Operating lease liabilities, noncurrent	12,848	13,877
Liability for uncertain tax positions	9,048	6,725
Deferred income taxes	938	728
Other long-term liabilities	293	324
TOTAL LIABILITIES	905,805	889,160
Commitments and contingencies (Note 8)
Common stock, $0.01 par value. Authorized 120,000,000; total issued is 20,182,262 and 20,105,545 shares and total outstanding is 19,502,195 and 19,916,431 shares as of September 30, 2023 and December 31, 2022, respectively	202	201
Treasury stock, at cost (680,067 and 189,114 shares as of September 30, 2023 and December 31, 2022, respectively)	(22,728)	(7,596)
Additional paid-in capital	36,362	21,650
Accumulated deficit	(189,885)	(250,408)
Accumulated other comprehensive loss	(23,239)	(19,108)
TOTAL STOCKHOLDERS’ DEFICIT	(199,288)	(255,261)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 706,517	$ 633,899

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 5,629	$ 4,681
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares issued (in shares)	20,182,262	20,105,545
Common stock outstanding (in shares)	19,502,195	19,916,431
Treasury stock (in shares)	680,067	189,114

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues		$ 90,562	$ 91,777	$ 274,808	$ 272,190
Cost of revenues	[1]	16,853	15,419	51,607	46,111
Gross profit		73,709	76,358	223,201	226,079
Operating expenses:
Sales and marketing	[1]	15,319	16,626	49,719	48,850
Research, development and engineering	[1]	1,677	3,236	5,346	8,313
General and administrative	[1]	17,798	23,839	56,382	57,024
Total operating expenses		34,794	43,701	111,447	114,187
Income from operations		38,915	32,657	111,754	111,892
Interest expense		(12,615)	(13,941)	(37,998)	(39,573)
Interest income		1,519	0	2,184	0
Other income, net		3,725	2,992	3,445	4,742
Income before income taxes		31,544	21,708	79,385	77,061
Income tax expense		7,537	6,338	18,862	21,250
Net income		$ 24,007	$ 15,370	$ 60,523	$ 55,811
Net income per common share:
Basic (in dollars per share)		$ 1.22	$ 0.78	$ 3.07	$ 2.80
Diluted (in dollars per share)		$ 1.22	$ 0.77	$ 3.07	$ 2.79
Weighted average shares outstanding:
Basic (in shares)		19,627,188	19,791,019	19,708,991	19,879,759
Diluted (in shares)		19,647,855	19,873,138	19,730,765	19,958,624
[1] (1) Includes share-based compensation expense as follows: Cost of revenues $ 309  $ 219  $ 939  $ 658  Sales and marketing 375  269  1,134  812  Research, development and engineering 61  390  153  1,086  General and administrative 3,009  3,878  11,331  12,526  Total $ 3,754  $ 4,756  $ 13,557  $ 15,082

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based compensation expense	$ 3,754	$ 4,756	$ 13,557	$ 15,082
Cost of revenues
Share-based compensation expense	309	219	939	658
Sales and marketing
Share-based compensation expense	375	269	1,134	812
Research, development and engineering
Share-based compensation expense	61	390	153	1,086
General and administrative
Share-based compensation expense	$ 3,009	$ 3,878	$ 11,331	$ 12,526

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 24,007	$ 15,370	$ 60,523	$ 55,811
Other comprehensive loss:
Foreign currency translation adjustment	(6,238)	(11,411)	(4,131)	(17,872)
Other comprehensive loss	(6,238)	(11,411)	(4,131)	(17,872)
Comprehensive income	$ 17,769	$ 3,959	$ 56,392	$ 37,939

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 60,523	$ 55,811
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,053	11,359
Amortization of financing costs and discounts	1,526	1,391
Non-cash operating lease costs	1,304	1,130
Share-based compensation	13,557	15,082
Provision for doubtful accounts	4,409	(60)
Deferred income taxes, net	2,029	(2,435)
Other	30	0
Decrease (increase) in:
Accounts receivable	(6,126)	(4,852)
Prepaid expenses and other current assets	7,144	(83)
Other assets	1,182	(1,097)
Increase (decrease) in:
Accounts payable and accrued expenses	10,210	19,991
Income taxes payable	4,615	(805)
Deferred revenue	(2,088)	(297)
Operating lease liabilities	(1,578)	(1,389)
Liability for uncertain tax positions	2,323	2,174
Other liabilities	(34)	(6,648)
Net cash provided by operating activities	112,079	89,272
Cash flows from investing activities:
Purchases of property and equipment	(28,725)	(21,060)
Acquisition of businesses, net of cash received	0	(12,230)
Purchase of investments	(4,000)	0
Purchases of intangible assets	0	(1,000)
Net cash used in investing activities	(32,725)	(34,290)
Cash flows from financing activities:
Debt issuance costs	0	(232)
Proceeds from the issuance of common stock under employee stock purchase plan	871	631
Repurchase of common stock	(13,716)	(7,596)
Taxes paid related to net share settlement	(1,245)	(1,698)
Net cash used in financing activities	(14,090)	(8,895)
Effect of exchange rate changes on cash and cash equivalents	(3,746)	(9,182)
Net change in cash and cash equivalents	61,518	36,905
Cash and cash equivalents at beginning of period	94,164	66,778
Cash and cash equivalents at end of period	$ 155,682	$ 103,683

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($)	Total	Common stock	Additional paid-in	Treasury stock	Accumulated deficit	Accumulated other comprehensive loss
Common stock, beginning balance (in shares) at Dec. 31, 2021		19,978,580
Beginning balance at Dec. 31, 2021	$ (332,665,000)	$ 200,000	$ 2,878,000	$ 0	$ (318,886,000)	$ (16,857,000)
Treasury stock, beginning balance (in shares) at Dec. 31, 2021				0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	55,811,000
Other comprehensive income (loss)	(17,872,000)					(17,872,000)
Vested restricted stock (in shares)		52,289
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares)		(29,725)
Shares withheld related to net share settlement	$ (1,698,000)		(1,698,000)
Repurchase of common stock (in shares)	(189,114)			(189,114)
Repurchase of common stock	$ (7,596,000)			$ (7,596,000)
Share-based compensation	15,082,000		15,082,000
Issuance of shares under employee stock purchase plan (in shares)		15,806
Issuance of shares under ESPP	631,000		631,000
Reclassifications related to bonuses and other corporate accruals prior to the Separation	(3,972,000)				(3,972,000)
Common stock, ending balance (in shares) at Sep. 30, 2022		20,016,950
Ending balance at Sep. 30, 2022	(292,279,000)	$ 200,000	16,893,000	$ (7,596,000)	(267,047,000)	(34,729,000)
Treasury stock, ending balance (in shares) at Sep. 30, 2022				(189,114)
Common stock, beginning balance (in shares) at Jun. 30, 2022		20,015,838
Beginning balance at Jun. 30, 2022	(300,207,000)	$ 200,000	12,245,000	$ (7,596,000)	(281,738,000)	(23,318,000)
Treasury stock, beginning balance (in shares) at Jun. 30, 2022				(189,114)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	15,370,000				15,370,000
Other comprehensive income (loss)	(11,411,000)					(11,411,000)
Vested restricted stock (in shares)		3,018
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares)		(1,906)
Shares withheld related to net share settlement	$ (108,000)		(108,000)
Repurchase of common stock (in shares)	0
Share-based compensation	$ 4,756,000		4,756,000
Reclassifications related to the separation	(679,000)				(679,000)
Common stock, ending balance (in shares) at Sep. 30, 2022		20,016,950
Ending balance at Sep. 30, 2022	$ (292,279,000)	$ 200,000	16,893,000	$ (7,596,000)	(267,047,000)	(34,729,000)
Treasury stock, ending balance (in shares) at Sep. 30, 2022				(189,114)
Common stock, beginning balance (in shares) at Dec. 31, 2022	19,916,431	20,105,545
Beginning balance at Dec. 31, 2022	$ (255,261,000)	$ 201,000	21,650,000	$ (7,596,000)	(250,408,000)	(19,108,000)
Treasury stock, beginning balance (in shares) at Dec. 31, 2022	(189,114)			(189,114)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 60,523,000				60,523,000
Other comprehensive income (loss)	(4,131,000)					(4,131,000)
Vested restricted stock (in shares)		82,503
Vested restricted stock	0	$ 1,000	(1,000)
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares)		(35,368)
Shares withheld related to net share settlement	$ (1,245,000)		(1,245,000)
Repurchase of common stock (in shares)	(490,953)			(490,953)
Repurchase of common stock	$ (15,132,000)			$ (15,132,000)
Share-based compensation	15,087,000		15,087,000
Issuance of shares under employee stock purchase plan (in shares)		29,582
Issuance of shares under ESPP	$ 871,000		871,000
Common stock, ending balance (in shares) at Sep. 30, 2023	19,502,195	20,182,262
Ending balance at Sep. 30, 2023	$ (199,288,000)	$ 202,000	36,362,000	$ (22,728,000)	(189,885,000)	(23,239,000)
Treasury stock, ending balance (in shares) at Sep. 30, 2023	(680,067)			(680,067)
Common stock, beginning balance (in shares) at Jun. 30, 2023		20,176,291
Beginning balance at Jun. 30, 2023	$ (217,446,000)	$ 202,000	32,182,000	$ (18,937,000)	(213,892,000)	(17,001,000)
Treasury stock, beginning balance (in shares) at Jun. 30, 2023				(527,668)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	24,007,000				24,007,000
Other comprehensive income (loss)	(6,238,000)					(6,238,000)
Vested restricted stock (in shares)		8,383
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares)		(2,412)
Shares withheld related to net share settlement	$ (70,000)		(70,000)
Repurchase of common stock (in shares)	(152,399)			(152,399)
Repurchase of common stock	$ (3,791,000)			$ (3,791,000)
Share-based compensation	$ 4,250,000		4,250,000
Common stock, ending balance (in shares) at Sep. 30, 2023	19,502,195	20,182,262
Ending balance at Sep. 30, 2023	$ (199,288,000)	$ 202,000	$ 36,362,000	$ (22,728,000)	$ (189,885,000)	$ (23,239,000)
Treasury stock, ending balance (in shares) at Sep. 30, 2023	(680,067)			(680,067)

v3.23.3

Basis of Presentation	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The Company Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves approximately 1 million customers of all sizes, from enterprises to individuals, across approximately 50 countries and multiple industry verticals including healthcare, government, financial services, law and education. Beginning as an online fax company over two decades ago, Consensus has evolved into a global provider of enterprise secure communication solutions. Our communication and digital signature solutions enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries. Consensus Cloud Solutions, Inc. Spin-Off On September 21, 2021, J2 Global, Inc., known since October 7, 2021 as Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) announced that its Board of Directors approved its separation of the Cloud Fax business (the “Separation” or the “Spin-Off”), into an independent publicly traded company, Consensus Cloud Solutions, Inc. On October 7, 2021, the Separation was completed and the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in J2 Cloud Services, LLC (“J2 Cloud Services”), in exchange for approximately $259.1 million in cash, an asset related to $500.0 million in aggregate principal amount of the 6.5% Senior Notes due 2028, and the return of the assets and liabilities related to the non-fax business back to Ziff Davis. On October 8, 2021, Consensus began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the stock symbol “CCSI”. Ziff Davis retained a 19.9% interest in Consensus following the Separation. Subsequently Ziff Davis has sold, or otherwise disposed of, a portion of its Consensus shares, reducing its beneficial ownership in the Company to under 10% as of September 30, 2023 and December 31, 2022 (see Note 16 - Related Party Transactions). Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2022, included in our Annual Report (Form 10-K) filed with the SEC on March 31, 2023. 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, share-based compensation expense, impairment or disposal of long-lived and intangible asset impairment, income taxes, contingencies and allowances for doubtful accounts. 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. Allowances for Doubtful Accounts The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Income. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the appropriateness of these reserves. Revenue Recognition The Company recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3 - Revenues). Principal vs. Agent The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), for principal-agent considerations and assesses: (i) if another party is involved in providing goods or services to the customer and (ii) whether the Company controls the specified goods or services prior to transferring control to the customer. Sales Taxes The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer. Impairment or Disposal of Long-Lived Assets The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important which could individually or in combination trigger an impairment review include the following: •Significant underperformance relative to expected historical or projected future operating results; •Significant changes in the manner of the Company’s use of the acquired assets or the strategy for Consensus’ overall business; •Significant negative industry or economic trends; •Significant decline in the Company’s stock price for a sustained period; and •The Company’s market capitalization relative to net book value. If the Company determines that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. No impairment was recorded during the nine months ended September 30, 2023 and 2022. The Company classifies its long-lived assets to be sold as held for sale in the period if (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale. Business Combinations and Valuation of Goodwill and Intangible Assets The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and the amortization expense is included in general and administrative expenses on the Condensed Consolidated Statements of Income. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized, but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test on goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. No impairment was recorded during the nine months ended September 30, 2023 or 2022. Investments The Company accounts for investments in equity securities in accordance with FASB ASC Topic No. 321, Investments - Equity Securities (“ASC 321”), which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses are reported within earnings on the Condensed Consolidated Statement of Income. As of September 30, 2023 the carrying amount of the Company’s investments accounted for using the measurement alternative method in accordance with ASC 321 was $4.0 million 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 nine months ended September 30, 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods. Income Taxes The Company’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate (see Note 10 - Income Taxes). The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable. ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Condensed Consolidated Statements of Income. In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (“CARES”) Act” was enacted into law providing for changes to various tax laws that impact business. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA includes a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion, a 1% excise tax on the fair market value of net share buy-backs, in addition to multiple incentives to the clean energy industry (see Note 11 - Stockholders' Equity). The Company does not believe these provisions have a significant impact to our current and deferred income tax balances. The Company benefited from the technical correction to tax depreciation related to qualified improvement property and has elected to defer the employer side social security payments where eligible. The Company remitted the deferred employer side social security payments during the year ended December 31, 2022. The Company will continue to monitor the impact of these provisions on its financial statements. Share-Based Compensation The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, the Company measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to, the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, the Company may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The Company estimates the expected term based upon the contractual term of the award (see Note 12 - Equity Incentive and Employee Stock Purchase Plan). Earnings Per Common Share (“EPS”) EPS is calculated pursuant to the two-class method as defined in FASB ASC Topic No. 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method. Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding. The Company’s participating securities consist of its unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the impact of other potentially dilutive shares outstanding during the period. The dilutive effect of participating securities is calculated under the more dilutive of either the treasury method or the two-class method. Segment Reporting FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. The chief operating decision maker views the Company as one reportable segment known as Cloud Fax (see Note 14 - Segment Information). Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

v3.23.3

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extends the period of time preparers can utilize the reference rate reform relief guidance. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, including the interim periods within those fiscal years. Early adoption is permitted. This amendment should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company adopted ASU 2022-04 in the first quarter of 2023. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangement, which addresses the accounting by private companies and certain not-for-profit entities (NFPs) for common control leases and amends the accounting for leasehold improvements in common-control arrangements for all entities. This ASU offers: 1) private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification (Issue 1) and 2) amends the accounting for leasehold improvements in common-control arrangements for all entities (Issue 2). The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statement that have not yet been made available. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes the interim period. The amendments applicable to the Company (Issue 2) are required to be applied using the option of one of the following adoption methods: 1.Prospective application to all new leasehold improvements recognized on or after the date that the entity first applies the amendments in this ASU; 2.Prospective application to all new and existing leasehold improvements recognized on or after the date that the entity first applies the amendments in this ASU, with any remaining balance of leasehold improvements amortized over their remaining useful life to the common-control group determined as of that date; or 3.Retrospective application to the beginning of the period in which an entity first applied Topic 842, with any leasehold improvements that otherwise would not have been amortized or impaired recognized through a cumulative-effect adjustment to opening retained earnings at the beginning of the earliest period presented in accordance with Topic 842. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU 2023-02 allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any interim period. If an entity adopts the amendments in an interim period, it shall adopt them as of the beginning of the fiscal year that includes that interim period. The amendment should be applied on either a modified retrospective or a retrospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. The Company is evaluating the potential impact of this guidance on its condensed consolidated financial statements.

v3.23.3

Revenues	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenues	Revenues The Company’s revenues substantially consist of monthly recurring subscription and usage-based fees from customers accessing the Company’s cloud-based subscription (the “Cloud Fax Services”), a significant portion of which are paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. The Cloud Fax Services allow customers to access the Company’s software without taking possession. Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Corporate $ 50,430  $ 48,974  $ 150,198  $ 144,360  Small office home office (“SoHo”) 40,129  42,801  124,588  127,808  Other 3  2  22  22  Total revenues $ 90,562  $ 91,777  $ 274,808  $ 272,190  Timing of revenue recognition Point in time $ 112  $ 135  $ 410  $ 572  Over time 90,450  91,642  274,398  271,618  Total $ 90,562  $ 91,777  $ 274,808  $ 272,190  The Company has recorded $4.2 million and $4.0 million of revenue for the three months ended September 30, 2023 and 2022, respectively, and $20.2 million and $19.2 million of revenue for the nine months ended September 30, 2023 and 2022, 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 accounts for these arrangements as a single performance obligation as the performance obligations related to a specific arrangement are all consumed simultaneously. The Company satisfies its performance obligations upon delivery of services to its customers. Payment terms vary by type and location of the Company’s customers and the services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns. Significant Judgments Determining whether products and services are considered distinct performance obligations may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time. The Cloud Fax Services and related licenses depend on a significant level of integration between the desktop applications and cloud-based services and are accounted for together as one performance obligation. 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. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when faxing capabilities are provided. The Company expects to recognize revenue for Corporate contracts in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year. The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for services, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates. Costs to Fulfill a Contract The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit. Revenues Invoiced The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.

v3.23.3

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	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 are comprised of money market funds and foreign and domestic bank accounts. The Company had $144.9 million and zero of money market funds as of September 30, 2023 and December 31, 2022, 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 6 - 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, other intangible assets, fixed 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, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

v3.23.3

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions have changed in future periods, then the resulting change will impact the fair value of the intangible asset. Identifiable intangible assets are amortized over the period of estimated economic benefit, which ranges from 1 year to 20 years. The changes in carrying amounts of goodwill for the nine months ended September 30, 2023 are as follows (in thousands): Amount Balance as of January 1, 2023 $ 346,585  Foreign exchange translation (525) Balance as of September 30, 2023 $ 346,060  Intangible Assets with Indefinite Lives: Intangible assets are summarized as of September 30, 2023 and December 31, 2022 as follows (in thousands): September 30, 2023 December 31, 2022 Trade names $ 27,330  $ 27,337  Other 4,045  4,045  Total $ 31,375  $ 31,382  Intangible Assets Subject to Amortization: As of September 30, 2023, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining   Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.4 years $ 8,133  $ 7,690  $ 443  Patent and patent licenses 0.0 years 54,341  54,341  —  Customer relationships (1) 2.7 years 107,593  95,646  11,947  Other purchased intangibles 1.9 years 11,981  9,752  2,229  Total   $ 182,048  $ 167,429  $ 14,619  (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, 2022, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining   Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.5 years $ 8,151  $ 7,605  $ 546  Patent and patent licenses 0.0 years 54,341  54,341  —  Customer relationships (1) 3.1 years 107,175  92,573  14,602  Other purchased intangibles 2.0 years 11,937  9,311  2,626  Total $ 181,604  $ 163,830  $ 17,774  (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 September 30, 2023 are as follows (in thousands): Fiscal Year: Amount 2023 (remainder) $ 1,057  2024 3,528  2025 2,638  2026 2,128  2027 1,425  Thereafter 3,843  Total $ 14,619  Amortization expense was $1.0 million and $1.2 million for the three months ended September 30, 2023 and 2022, respectively, and $3.2 million and $3.8 million for the nine months ended September 30, 2023 and 2022, respectively.

v3.23.3

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	Debt Long-term debt consists of the following (in thousands): September 30, 2023 December 31, 2022 2026 Senior Notes $ 305,000  $ 305,000  2028 Senior Notes 500,000  500,000 Total Notes 805,000  805,000  Less: Deferred issuance costs (9,667) (11,135) Total long-term debt $ 795,333  $ 793,865  At September 30, 2023, future principal payments for debt were as follows (in thousands): Fiscal year: Total 2023 (remainder) $ —  2024 —  2025 —  2026 305,000  2027 —  Thereafter 500,000  Total $ 805,000  The Company capitalized $0.7 million and zero of interest expense within property and equipment, net on the Company’s Condensed Consolidated Balance Sheets during the three months ended September 30, 2023 and 2022, respectively, and $1.8 million and zero during the nine months ended September 30, 2023 and 2022, respectively. 2026 Senior Notes On October 7, 2021, Consensus issued $305.0 million of senior notes due in 2026 (the “2026 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. Consensus received proceeds of $301.2 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 2026 Senior Notes are presented as long-term debt, net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022. The 2026 Senior Notes bear interest at a rate of 6.0% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022. The 2026 Senior Notes mature on October 15, 2026, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2026 Senior Notes were issued (the “2026 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2026 Senior Notes. 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, to, but excluding the redemption date. Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40% of the 2026 Senior Notes at a price equal to 106.0% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Company may make such redemption only if, after such redemption, at least 50% of the aggregate principal amount of the 2026 Senior Notes remains outstanding. In addition, at any time prior to October 15, 2023, the Company may redeem some or all of the 2026 Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium. The Indenture 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 September 30, 2023. As of September 30, 2023 and December 31, 2022, the estimated fair value of the 2026 Senior Notes was approximately $281.0 million and $282.8 million, respectively, and was based on quoted market prices or dealer quotes for the 2026 Senior Notes which are Level 1 inputs in the fair value hierarchy. 2028 Senior Notes On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis (see Note 16 - Related Party Transactions). Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement for a total amount of $483.8 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 2028 Senior Notes were presented as long-term debt, net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022. The 2028 Senior Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022. The 2028 Senior Notes mature on October 15, 2028, and are senior unsecured obligations of the Company that are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2028 Senior Notes were issued (the “2028 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2028 Senior Notes. 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, to, but excluding the redemption date. The Indenture 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 September 30, 2023. As of September 30, 2023 and December 31, 2022, the estimated fair value of the 2028 Senior Notes was approximately $426.9 million and $459.4 million, respectively, and was based on quoted market prices or dealer quotes for the 2028 Senior Notes which are Level 1 inputs in the fair value hierarchy. 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 revolving credit facility of $25.0 million (the “Credit Facility”) with an option held by the Company to obtain an additional commitment of up to a maximum of $25.0 million. The final maturity of the Credit Facility will occur on March 4, 2027. As of September 30, 2023, no amount has been drawn down on the Credit Facility. The Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of Consensus, and secured by substantially all assets of Consensus and the guarantors. The loans made under the Credit Facility are subject to a Secured Overnight Financing Rate (“SOFR”) base interest rate plus a SOFR margin between 1.75% - 2.50%, with stepdowns subject to the total net leverage ratio. The Credit Facility is subject to a total net leverage ratio covenant and a minimum EBITDA requirement, in each case tested on a quarterly basis. The Credit Agreement contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Unsecured indebtedness may be incurred, assets may be disposed of, restricted payments may be made and investments may be made, in each case subject to compliance with the Company’s financial covenants. The Company is in compliance with its covenants as of September 30, 2023.

v3.23.3

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	Leases The Company leases certain facilities and equipment under non-cancelable operating and finance leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three to ten years and generally provide renewal options for terms up to an additional five years. The Company determines if an arrangement is a lease at inception. Short-term leases are defined as leases that have a term of 12 months or less and do not include an option to purchase the underlying asset or include an option to purchase the underlying asset that the Company is not reasonably certain to exercise. The Company accounts for short-term leases by recognizing the lease payments in general and administrative expenses in the Condensed Consolidated Statements of Income. Short-term lease expense is recognized on a straight-line basis over the term of the lease and associated variable lease payments are recognized in the period in which the obligation for the payments is incurred. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Operating leases typically require payment of certain non-lease costs, such as real estate taxes, common area maintenance and insurance. These components comprise the majority of the Company’s variable lease costs and are excluded from the present value of lease liabilities unless an event occurs that results in the payments becoming fixed for the remaining term. The remaining lease and non-lease components are accounted for together as a single lease component for all underlying classes of assets. Operating lease assets are adjusted for lease incentives, initial direct costs, impairments and exit or disposal costs. The Company accounts for operating leases greater than one year by recognizing the lease payments in general and administrative expenses in the Condensed Consolidated Statements of Income. Operating lease costs are recognized on a straight-line basis from the commencement date to the end of the lease term. Amortization of finance lease right-of-use assets is included in general and administrative expenses in the Condensed Consolidated Statements of Income. Interest related to finance lease right-of-use assets, if any, is included in interest expense in the Condensed Consolidated Statements of Income. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense, recorded in cost of revenues and general and administrative expenses on the Condensed Consolidated Statements of Income, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 678  $ 604  $ 2,065  $ 1,840  Short-term lease cost 395  384  1,216  1,186  Finance lease cost: Amortization of right-of-use assets 224  297  827  897  Total lease cost $ 1,297  $ 1,285  $ 4,108  $ 3,923  Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2023 December 31, 2022 Lease-related assets and liabilities Operating lease right-of-use assets $ 7,106  $ 7,875  Finance lease right-of-use assets (1) 604  1,427  Total right-of-use assets $ 7,710  $ 9,302  Operating lease liabilities, current $ 2,870  $ 2,793  Operating lease liabilities, noncurrent 12,848  13,877  Total operating lease liabilities $ 15,718  $ 16,670  (1) The full amount of the finance leases were prepaid. Therefore, there is no corresponding lease liability associated with the finance right-of-use assets. Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,248  $ 2,085  Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 542  $ 1,316  Other supplemental operating lease information consists of the following: September 30, 2023 December 31, 2022 Operating leases: Weighted average remaining lease term 6.9 years 7.6 years Weighted average discount rate 4.8  % 4.6  % Maturities of operating lease liabilities as of September 30, 2023 are as follows (in thousands): Fiscal Year: Operating Leases 2023 (remainder) $ 752  2024 2,939  2025 2,748  2026 2,525  2027 2,534  Thereafter 8,167  Total lease payments $ 19,665  Less: Imputed interest (3,947) Present value of operating lease liabilities $ 15,718  Significant Judgments Discount Rate The majority of the Company’s leases are discounted using the Company’s collateralized incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate each quarter for collateralized loans with a maturity similar to the lease term. Options The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs. Facility lease On October 28, 2021, Ziff Davis (the “Assignor”) and Consensus (the “Assignee”) entered into the Assignment and First Amendment to Office Lease (the “Amendment”) with the NREA-TRC 700 LLC (the “Landlord”), in regard to the lease which was previously entered into on April 24, 2019 between the Assignor and the Landlord for certain office space located at 700 South Flower Street, Los Angeles, California (the “Lease”). The lease has an expiration date of January 31, 2031. The Amendment granted the Landlord’s consent to the assignment of the Lease by the Assignor to Assignee.
Leases	Leases The Company leases certain facilities and equipment under non-cancelable operating and finance leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three to ten years and generally provide renewal options for terms up to an additional five years. The Company determines if an arrangement is a lease at inception. Short-term leases are defined as leases that have a term of 12 months or less and do not include an option to purchase the underlying asset or include an option to purchase the underlying asset that the Company is not reasonably certain to exercise. The Company accounts for short-term leases by recognizing the lease payments in general and administrative expenses in the Condensed Consolidated Statements of Income. Short-term lease expense is recognized on a straight-line basis over the term of the lease and associated variable lease payments are recognized in the period in which the obligation for the payments is incurred. Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Operating leases typically require payment of certain non-lease costs, such as real estate taxes, common area maintenance and insurance. These components comprise the majority of the Company’s variable lease costs and are excluded from the present value of lease liabilities unless an event occurs that results in the payments becoming fixed for the remaining term. The remaining lease and non-lease components are accounted for together as a single lease component for all underlying classes of assets. Operating lease assets are adjusted for lease incentives, initial direct costs, impairments and exit or disposal costs. The Company accounts for operating leases greater than one year by recognizing the lease payments in general and administrative expenses in the Condensed Consolidated Statements of Income. Operating lease costs are recognized on a straight-line basis from the commencement date to the end of the lease term. Amortization of finance lease right-of-use assets is included in general and administrative expenses in the Condensed Consolidated Statements of Income. Interest related to finance lease right-of-use assets, if any, is included in interest expense in the Condensed Consolidated Statements of Income. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense, recorded in cost of revenues and general and administrative expenses on the Condensed Consolidated Statements of Income, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 678  $ 604  $ 2,065  $ 1,840  Short-term lease cost 395  384  1,216  1,186  Finance lease cost: Amortization of right-of-use assets 224  297  827  897  Total lease cost $ 1,297  $ 1,285  $ 4,108  $ 3,923  Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2023 December 31, 2022 Lease-related assets and liabilities Operating lease right-of-use assets $ 7,106  $ 7,875  Finance lease right-of-use assets (1) 604  1,427  Total right-of-use assets $ 7,710  $ 9,302  Operating lease liabilities, current $ 2,870  $ 2,793  Operating lease liabilities, noncurrent 12,848  13,877  Total operating lease liabilities $ 15,718  $ 16,670  (1) The full amount of the finance leases were prepaid. Therefore, there is no corresponding lease liability associated with the finance right-of-use assets. Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,248  $ 2,085  Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 542  $ 1,316  Other supplemental operating lease information consists of the following: September 30, 2023 December 31, 2022 Operating leases: Weighted average remaining lease term 6.9 years 7.6 years Weighted average discount rate 4.8  % 4.6  % Maturities of operating lease liabilities as of September 30, 2023 are as follows (in thousands): Fiscal Year: Operating Leases 2023 (remainder) $ 752  2024 2,939  2025 2,748  2026 2,525  2027 2,534  Thereafter 8,167  Total lease payments $ 19,665  Less: Imputed interest (3,947) Present value of operating lease liabilities $ 15,718  Significant Judgments Discount Rate The majority of the Company’s leases are discounted using the Company’s collateralized incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate each quarter for collateralized loans with a maturity similar to the lease term. Options The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs. Facility lease On October 28, 2021, Ziff Davis (the “Assignor”) and Consensus (the “Assignee”) entered into the Assignment and First Amendment to Office Lease (the “Amendment”) with the NREA-TRC 700 LLC (the “Landlord”), in regard to the lease which was previously entered into on April 24, 2019 between the Assignor and the Landlord for certain office space located at 700 South Flower Street, Los Angeles, California (the “Lease”). The lease has an expiration date of January 31, 2031. The Amendment granted the Landlord’s consent to the assignment of the Lease by the Assignor to Assignee.

v3.23.3

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 historically did not collect sales tax in states where it was not able to quantify the appropriate sales tax to be collected. For the periods from 2017 through 2021, the Company believed it was probable that a sales tax liability existed for its corporate and SoHo accounts. In the year ended December 31, 2021, the Company determined that a sales tax liability was probable and it developed a methodology to estimate the sales tax liability for the SoHo revenue stream during the affected periods from 2017 through 2021. The Company has been remitting SoHo sales tax in applicable states since August 2022. However, the sales tax liability for its corporate customers was not estimable until the third quarter of 2022. Prior to the third quarter of 2022, the Company was unable to determine which of these customers were either exempt organizations or resellers and were thus exempt from sales tax. In the third quarter of 2022, the Company completed an analysis of the pool of corporate customers subject to sales tax in order to estimate the range of sales tax liability on its corporate revenues. As a result, the Company recorded an accrual as the exposure became probable and estimable. Additionally, the Company started sales tax collection and remittance on corporate sales in applicable states in August 2022. The Company initiated a Voluntary Disclosure Agreement (“VDA”) process in the third quarter of 2022, to voluntarily report the prior period sales tax liability. The process was substantially completed in the third quarter of 2023. While the Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No. 450, Contingencies, some state taxing authorities may still challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability, and may also impose other taxes on its business. Taxing authorities may successfully assert that the Company should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results. During the three months ended September 30, 2023, the Company reassessed its sales tax exposure. The Company believes that it did not need to record any additional sales tax expense pertaining to the prior periods. The Company recorded a sales tax expense within general and administrative expenses in the Condensed Consolidated Statements of Income of $0.8 million and $8.4 million for the three months ended September 30, 2023 and 2022, respectively. The Company recorded a sales tax expense within general and administrative expenses in the Condensed Consolidated Statements of Income of $2.0 million and $9.5 million for the nine months ended September 30, 2023 and 2022, respectively. The Company will continue to review and monitor the impact of sales tax rules in order to mitigate any associated risks on its business. The sales tax liability within accounts payable and accrued expenses on the Company’s Condensed Consolidated Balance Sheets was $7.4 million and $13.1 million as of September 30, 2023 and December 31, 2022, respectively.

v3.23.3

Other Balance Sheet Account Details	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other Balance Sheet Account Details	Other Balance Sheet Account Details Accounts payable and accrued expenses Accounts payable and accrued expenses consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accounts payable $ 7,012  $ 6,288  Accrued sales and other taxes 8,908  13,865  Accrued interest 23,382  10,717  Accrued compensation 5,928  2,755  Accrued advertising expenses 2,608  3,545  Other accrued expenses 5,016  4,232  Total $ 52,854  $ 41,402

v3.23.3

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	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 September 30, 2023 and 2022 was 23.9% and 29.2%, respectively. The Company’s decreased rate during the three months ended September 30, 2023 is primarily due to a reduction in nondeductible expenses for tax purposes and the change in the geographical mix of income. The Company’s effective tax rate for the nine months ended September 30, 2023 and 2022 was 23.8% and 27.6%, respectively. The Company’s decreased rate during the nine months ended September 30, 2023 is primarily due to a reduction in nondeductible expenses for tax purposes and the change in the geographical mix of income. The Company’s effective tax rates for the three and nine months ended September 30, 2023 and 2022 differed from the U.S. federal statutory rates of 21% primarily as a result of state income taxes, nondeductible expenses for tax purposes, foreign rate differential, research and development credits and uncertain tax positions. As of September 30, 2023 and December 31, 2022, the Company had $9.0 million and $6.7 million, respectively, in liabilities for uncertain income tax positions, including interest and penalties. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statements of Income. Income Tax Audits The Company files tax returns in the US, Ireland, Netherlands, France, Canada, Japan and Hong Kong. As of September 30, 2023, the Company is not under audit in any jurisdiction that it operates within. The Company has filed its first set of post-spin tax returns including some international subsidiaries who have previously filed in their local jurisdictions. Depending on the jurisdictions in which the Company is filing, tax returns for the years from 2016 onwards are still open to examination by tax authorities.

v3.23.3

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders' Deficit	Stockholders’ Deficit Common Stock Repurchase Program On March 1, 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company may purchase, in the public market or in off-market transactions, up to $100.0 million of the Company’s common stock through February 2025. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans and during the three months ended September 30, 2023 and 2022, the Company repurchased 152,399 and zero shares, respectively, at an aggregate cost of $3.8 million and zero, respectively, under this program. During the nine months ended September 30, 2023 and 2022, the Company repurchased 490,953 and 189,114 shares, respectively, at an aggregate cost of $15.1 million (inclusive of excise tax of $0.1 million) and $7.6 million, respectively, under this program. Cumulatively as of September 30, 2023, 680,067 shares have been repurchased under this program at an aggregate cost of $22.7 million (inclusive of excise tax of $0.1 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 and nine months ended September 30, 2023 the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 2,412 and 35,368 shares, respectively. During the three and nine months ended September 30, 2022 the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 1,906 and 29,725 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 6 - Debt).

v3.23.3

Equity Incentive and Employee Stock Purchase Plan	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Equity Incentive and Employee Stock Purchase Plan	Equity Incentive and Employee Stock Purchase Plan The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below. (a) 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. 4,000,000 shares of common stock are authorized to be used for 2021 Plan purposes. As of September 30, 2023, 2,727,438 shares were available to be used under the 2021 Plan.  Restricted Stock and Restricted Stock Units   The Company has awarded restricted stock and restricted stock units to its Board of Directors and certain employees pursuant to the 2021 Plan. Compensation expense resulting from restricted stock and restricted stock unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Company’s Board of Directors, four years for employees and five years for the Chief Executive Officer and Chief Operating Officer. Restricted Stock and Restricted Stock Units with Market Conditions The Company has awarded certain key employees market-based restricted stock and restricted stock units pursuant to the 2021 Plan. The market-based awards have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets for 20 out of 30 trading days or 20 out of 25 trading days (look-back period). Stock-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method unless the market condition has been met and requisite service period has been completed, then the expense will be accelerated and recognized in the period that the market condition and service period requirement have been met. During the nine months ended September 30, 2023, the Company awarded zero market-based restricted stock awards and restricted stock units. Restricted stock activity for the nine months ended September 30, 2023 is set forth below: Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 35,416  $ 38.42  Granted —  —  Vested (19,737) 37.77  Canceled —  —  Nonvested at September 30, 2023 15,679  $ 39.24  As of September 30, 2023, the Company had unrecognized share-based compensation expense related to its restricted stock awards of $0.2 million, which is expected to be recognized over a weighted-average period of 0.4 years.    Restricted stock unit activity for the nine months ended September 30, 2023 is set forth below: Number of Shares Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 1,082,451 $ 51.63  Granted 67,475  50.01  Vested (82,503) 53.32  Canceled (22,477) 57.37  Outstanding at September 30, 2023 1,044,946  $ 51.27  3.3 $ 26,311,740  Vested and expected to vest as of September 30, 2023 711,335  $ 52.37  2.8 $ 17,911,410  As of September 30, 2023, the Company had unrecognized share-based compensation expense related to its restricted stock units of $26.4 million, which is expected to be recognized over a weighted-average period of 2.5 years. The Company capitalized $0.5 million and zero of share-based compensation expense during the three months ended September 30, 2023 and 2022, respectively, and $1.5 million and zero of share-based compensation expense during the nine months ended September 30, 2023 and 2022, respectively, within property and equipment, net on its Condensed Consolidated Balance Sheets. (b) Employee Stock Purchase Plan   In October 2021, Consensus established the Purchase Plan, which provides for the issuance of a maximum of 1,000,000 shares of common stock. Under the Purchase Plan, eligible employees can have up to 15% of their earnings withheld, up to certain maximums, to be used to purchase shares of Consensus’ common stock on certain plan-defined dates. The purchase price for each offering period is 85% of the lesser of the fair market value of a share of common stock of the Company (a “Share”) on the first or last day of the offering period, with each offering period being six months. The plan includes a provision that allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature, to be used in the purchase price calculation. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and the Company to recognize compensation expense. The compensation expense is recognized on a straight-line basis over the requisite service period, which is the same as the offering period of the Purchase Plan. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the Purchase Plan. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by the Company’s Board of Directors. Estimated forfeiture rates were 5.61% as of September 30, 2023. For the three and nine months ended September 30, 2023, zero and 29,582 shares were purchased under the Purchase Plan, respectively. Cash received upon the issuance of Consensus common stock under the Purchase Plan during the three and nine months ended September 30, 2023 was zero and $0.9 million, respectively. As of September 30, 2023, 927,901 shares were available under the Purchase Plan for future issuance. The compensation expense related to the current offering period of the Purchase Plan has been estimated utilizing the following assumptions: September 30, 2023 Risk-free interest rate 5.26% Expected term (in years) 0.5 Dividend yield 0.00% Expected volatility 56.95% Weighted average volatility 56.95%

v3.23.3

Earnings Per Share	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Earnings Per Share	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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator for basic and diluted net income per common share:     Net income from continuing operations attributable to common shareholders $ 24,007  $ 15,370  $ 60,523  $ 55,811  Net income available to participating securities (1) (12) (24) (52) (119) Net income available to common shareholders from operations $ 23,995  $ 15,346  $ 60,471  $ 55,692  Denominator:     Weighted-average outstanding shares of common stock 19,627,188  19,791,019  19,708,991  19,879,759  Dilutive effect of: Equity incentive plans 12,649  66,356  15,744  64,473  Employee Stock Purchase Plan 8,018  15,763  6,030  14,392  Common stock and common stock equivalents 19,647,855  19,873,138  19,730,765  19,958,624  Net income per share from operations:     Basic $ 1.22  $ 0.78  $ 3.07  $ 2.80  Diluted $ 1.22  $ 0.77  $ 3.07  $ 2.79  (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 September 30, 2023 and 2022, there were 836,655 and 499,584 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation. For the nine months ended September 30, 2023 and 2022, there were 704,837 and 499,476 anti-dilutive shares, respectively, that were excluded from the earnings per share calculation.

v3.23.3

Segment Information	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segment Information	Segment Information The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance. The CODM views the Company as one business, Cloud Fax. The Company’s Cloud Fax business is driven primarily by subscription revenues that have relatively higher margins, are stable and predictable from quarter to quarter with minor seasonal weakness in the fourth quarter. The Company evaluates performance based on revenue, gross margin and profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses. 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: United States $ 71,724  $ 72,720  $ 217,606  $ 214,214  Canada 13,091  12,679  39,043  37,013  Ireland 3,571  4,309  11,331  13,785  All other countries 2,176  2,069  6,828  7,178  Foreign countries 18,838  19,057  57,202  57,976  $ 90,562  $ 91,777  $ 274,808  $ 272,190  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): September 30, 2023 December 31, 2022 Long-lived assets: United States $ 81,632  $ 61,858  Canada 278  531  Ireland 250  167  All other countries 156  277  Foreign countries 684  975  Total $ 82,316  $ 62,833

v3.23.3

Accumulated Other Comprehensive Loss	9 Months Ended
	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises foreign currency translation adjustments, for the three months ended September 30, 2023 (in thousands): Foreign Currency Translation Balance as of July 1, 2023 $ (17,001) Other comprehensive loss (6,238) Net increase in other comprehensive loss (6,238) Balance as of September 30, 2023 $ (23,239) The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises foreign currency translation adjustments, for the nine months ended September 30, 2023 (in thousands): Foreign Currency Translation Balance as of January 1, 2023 $ (19,108) Other comprehensive loss (4,131) Net increase in other comprehensive loss (4,131) Balance as of September 30, 2023 $ (23,239) There were zero reclassifications out of accumulated other comprehensive loss for the three and nine months ended September 30, 2023.

v3.23.3

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions In connection with the Separation, Consensus and Ziff Davis entered into several agreements that governed the relationship of the parties following the Separation, including a separation and distribution agreement, a transition services agreement (“TSA”), a tax matters agreement, an employee matters agreement, an intellectual property license agreement and a stockholder and registration rights agreement (the “Agreements”). The TSA governed services including certain information technology services, finance and accounting services and human resource and employee benefit services. The agreed-upon charges, if any, for such services were intended to cover any costs and expenses incurred in providing such services. As of September 30, 2023, a majority of the services provided under the TSA were completed or terminated. The TSA terminated on October 7, 2023. The Company paid approximately $0.1 million and $7.2 million during the three months ended September 30, 2023 and 2022, respectively, and approximately $0.6 million and $18.7 million, during the nine months ended September 30, 2023 and 2022, respectively, to Ziff Davis to settle co-mingled cash accounts, costs associated with the transition services agreement and Separation. Additionally, the Company incurred approximately $0.1 million and $0.6 million, respectively, in costs related to the registration of shares for sale held by Ziff Davis for the three and nine months ended September 30, 2022. No costs were incurred in 2023 related to the registration of shares for sale held by Ziff Davis. These costs were recorded in general and administrative expenses within the Condensed Consolidated Statement of Income. Subsequent to the disposition of the shares, Ziff Davis’ beneficial ownership in the Company was under 10%, as of September 30, 2023 and December 31, 2022 (see Note 1 - Basis of Presentation). Amounts due to Ziff Davis as of September 30, 2023 and December 31, 2022 were $0.1 million and $0.2 million, respectively. These amounts are recorded within accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets.

v3.23.3

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventOn 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. 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.

v3.23.3

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income	$ 24,007	$ 15,370	$ 60,523	$ 55,811

v3.23.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.23.3

Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation	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	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, 2022, included in our Annual Report (Form 10-K) filed with the SEC on March 31, 2023. 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	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, share-based compensation expense, impairment or disposal of long-lived and intangible asset impairment, income taxes, contingencies and allowances for doubtful accounts. 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.
Allowances for Doubtful Accounts	Allowances for Doubtful Accounts The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Income. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the appropriateness of these reserves.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3 - Revenues). Principal vs. Agent The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), for principal-agent considerations and assesses: (i) if another party is involved in providing goods or services to the customer and (ii) whether the Company controls the specified goods or services prior to transferring control to the customer. Sales Taxes The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer. The Company’s revenues substantially consist of monthly recurring subscription and usage-based fees from customers accessing the Company’s cloud-based subscription (the “Cloud Fax Services”), a significant portion of which are paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. The Cloud Fax Services allow customers to access the Company’s software without taking possession. 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 accounts for these arrangements as a single performance obligation as the performance obligations related to a specific arrangement are all consumed simultaneously. The Company satisfies its performance obligations upon delivery of services to its customers. Payment terms vary by type and location of the Company’s customers and the services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns. Significant Judgments Determining whether products and services are considered distinct performance obligations may require significant judgment. When a cloud-based service includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time. The Cloud Fax Services and related licenses depend on a significant level of integration between the desktop applications and cloud-based services and are accounted for together as one performance obligation. 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. This has been determined based on the fact that the nature of services offered are subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when faxing capabilities are provided. The Company expects to recognize revenue for Corporate contracts in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year. The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for services, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates. Costs to Fulfill a Contract The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid upon the issuance or renewal of the customer contract. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses, when appropriate, over the period of benefit. Revenues Invoiced The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.
Impairment or Disposal of Long-Lived Assets	Impairment or Disposal of Long-Lived Assets The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important which could individually or in combination trigger an impairment review include the following: •Significant underperformance relative to expected historical or projected future operating results; •Significant changes in the manner of the Company’s use of the acquired assets or the strategy for Consensus’ overall business; •Significant negative industry or economic trends; •Significant decline in the Company’s stock price for a sustained period; and •The Company’s market capitalization relative to net book value. If the Company determines that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. No impairment was recorded during the nine months ended September 30, 2023 and 2022. The Company classifies its long-lived assets to be sold as held for sale in the period if (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.
Business Combinations	Business Combinations and Valuation of Goodwill and Intangible Assets The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and the amortization expense is included in general and administrative expenses on the Condensed Consolidated Statements of Income. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized, but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test on goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference.
Valuation of Goodwill and Intangible Assets	Business Combinations and Valuation of Goodwill and Intangible Assets The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and the amortization expense is included in general and administrative expenses on the Condensed Consolidated Statements of Income. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized, but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test on goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference.
Investments	Investments The Company accounts for investments in equity securities in accordance with FASB ASC Topic No. 321, Investments - Equity Securities (“ASC 321”), which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses are reported within earnings on the Condensed Consolidated Statement of Income. As of September 30, 2023 the carrying amount of the Company’s investments accounted for using the measurement alternative method in accordance with ASC 321 was $4.0 million 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 nine months ended September 30, 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.
Income Taxes	Income Taxes The Company’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate (see Note 10 - Income Taxes). The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable. ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Condensed Consolidated Statements of Income. In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (“CARES”) Act” was enacted into law providing for changes to various tax laws that impact business. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA includes a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion, a 1% excise tax on the fair market value of net share buy-backs, in addition to multiple incentives to the clean energy industry (see Note 11 - Stockholders' Equity). The Company does not believe these provisions have a significant impact to our current and deferred income tax balances. The Company benefited from the technical correction to tax depreciation related to qualified improvement property and has elected to defer the employer side social security payments where eligible. The Company remitted the deferred employer side social security payments during the year ended December 31, 2022. The Company will continue to monitor the impact of these provisions on its financial statements.
Share-Based Compensation	Share-Based Compensation The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, the Company measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to, the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, the Company may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The Company estimates the expected term based upon the contractual term of the award (see Note 12 - Equity Incentive and Employee Stock Purchase Plan).
Earnings Per Common Share (“EPS”)	Earnings Per Common Share (“EPS”) EPS is calculated pursuant to the two-class method as defined in FASB ASC Topic No. 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method. Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding. The Company’s participating securities consist of its unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the impact of other potentially dilutive shares outstanding during the period. The dilutive effect of participating securities is calculated under the more dilutive of either the treasury method or the two-class method.
Segment Reporting	Segment Reporting FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. The chief operating decision maker views the Company as one reportable segment known as Cloud Fax (see Note 14 - Segment Information).
Reclassifications	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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extends the period of time preparers can utilize the reference rate reform relief guidance. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, including the interim periods within those fiscal years. Early adoption is permitted. This amendment should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company adopted ASU 2022-04 in the first quarter of 2023. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangement, which addresses the accounting by private companies and certain not-for-profit entities (NFPs) for common control leases and amends the accounting for leasehold improvements in common-control arrangements for all entities. This ASU offers: 1) private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification (Issue 1) and 2) amends the accounting for leasehold improvements in common-control arrangements for all entities (Issue 2). The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statement that have not yet been made available. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes the interim period. The amendments applicable to the Company (Issue 2) are required to be applied using the option of one of the following adoption methods: 1.Prospective application to all new leasehold improvements recognized on or after the date that the entity first applies the amendments in this ASU; 2.Prospective application to all new and existing leasehold improvements recognized on or after the date that the entity first applies the amendments in this ASU, with any remaining balance of leasehold improvements amortized over their remaining useful life to the common-control group determined as of that date; or 3.Retrospective application to the beginning of the period in which an entity first applied Topic 842, with any leasehold improvements that otherwise would not have been amortized or impaired recognized through a cumulative-effect adjustment to opening retained earnings at the beginning of the earliest period presented in accordance with Topic 842. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU 2023-02 allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any interim period. If an entity adopts the amendments in an interim period, it shall adopt them as of the beginning of the fiscal year that includes that interim period. The amendment should be applied on either a modified retrospective or a retrospective basis. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. The Company is evaluating the potential impact of this guidance on its condensed consolidated financial statements.
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 are comprised of money market funds and foreign and domestic bank accounts. The Company had $144.9 million and zero of money market funds as of September 30, 2023 and December 31, 2022, 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 6 - 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, other intangible assets, fixed 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, on a periodic basis (at least annually for goodwill and indefinite-lived intangibles or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable), non-financial assets are assessed for impairment. If impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.

v3.23.3

Revenues (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Corporate $ 50,430  $ 48,974  $ 150,198  $ 144,360  Small office home office (“SoHo”) 40,129  42,801  124,588  127,808  Other 3  2  22  22  Total revenues $ 90,562  $ 91,777  $ 274,808  $ 272,190  Timing of revenue recognition Point in time $ 112  $ 135  $ 410  $ 572  Over time 90,450  91,642  274,398  271,618  Total $ 90,562  $ 91,777  $ 274,808  $ 272,190

v3.23.3

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Changes in Carrying Amounts of Goodwill	The changes in carrying amounts of goodwill for the nine months ended September 30, 2023 are as follows (in thousands): Amount Balance as of January 1, 2023 $ 346,585  Foreign exchange translation (525) Balance as of September 30, 2023 $ 346,060
Intangible Assets with Indefinite Lives	Intangible assets are summarized as of September 30, 2023 and December 31, 2022 as follows (in thousands): September 30, 2023 December 31, 2022 Trade names $ 27,330  $ 27,337  Other 4,045  4,045  Total $ 31,375  $ 31,382
Intangible Assets Subject to Amortization	As of September 30, 2023, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining   Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.4 years $ 8,133  $ 7,690  $ 443  Patent and patent licenses 0.0 years 54,341  54,341  —  Customer relationships (1) 2.7 years 107,593  95,646  11,947  Other purchased intangibles 1.9 years 11,981  9,752  2,229  Total   $ 182,048  $ 167,429  $ 14,619  (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, 2022, intangible assets subject to amortization are summarized as follows (in thousands): Weighted-Average Remaining   Amortization Period Historical Cost Accumulated Amortization Net Trade names 0.5 years $ 8,151  $ 7,605  $ 546  Patent and patent licenses 0.0 years 54,341  54,341  —  Customer relationships (1) 3.1 years 107,175  92,573  14,602  Other purchased intangibles 2.0 years 11,937  9,311  2,626  Total $ 181,604  $ 163,830  $ 17,774  (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.
Estimated Intangible Assets Amortization Expense	Expected amortization expenses for intangible assets subject to amortization at September 30, 2023 are as follows (in thousands): Fiscal Year: Amount 2023 (remainder) $ 1,057  2024 3,528  2025 2,638  2026 2,128  2027 1,425  Thereafter 3,843  Total $ 14,619

v3.23.3

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Summary of Long-term Debt	Long-term debt consists of the following (in thousands): September 30, 2023 December 31, 2022 2026 Senior Notes $ 305,000  $ 305,000  2028 Senior Notes 500,000  500,000 Total Notes 805,000  805,000  Less: Deferred issuance costs (9,667) (11,135) Total long-term debt $ 795,333  $ 793,865
Future Principal Payments for Debt	At September 30, 2023, future principal payments for debt were as follows (in thousands): Fiscal year: Total 2023 (remainder) $ —  2024 —  2025 —  2026 305,000  2027 —  Thereafter 500,000  Total $ 805,000

v3.23.3

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Components of Lease Expense and Supplemental Cash Flow Information	The components of lease expense, recorded in cost of revenues and general and administrative expenses on the Condensed Consolidated Statements of Income, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 678  $ 604  $ 2,065  $ 1,840  Short-term lease cost 395  384  1,216  1,186  Finance lease cost: Amortization of right-of-use assets 224  297  827  897  Total lease cost $ 1,297  $ 1,285  $ 4,108  $ 3,923  Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,248  $ 2,085  Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 542  $ 1,316  Other supplemental operating lease information consists of the following: September 30, 2023 December 31, 2022 Operating leases: Weighted average remaining lease term 6.9 years 7.6 years Weighted average discount rate 4.8  % 4.6  %
Balance Sheet and Other Supplemental Operating Lease Information	Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2023 December 31, 2022 Lease-related assets and liabilities Operating lease right-of-use assets $ 7,106  $ 7,875  Finance lease right-of-use assets (1) 604  1,427  Total right-of-use assets $ 7,710  $ 9,302  Operating lease liabilities, current $ 2,870  $ 2,793  Operating lease liabilities, noncurrent 12,848  13,877  Total operating lease liabilities $ 15,718  $ 16,670  (1) The full amount of the finance leases were prepaid. Therefore, there is no corresponding lease liability associated with the finance right-of-use assets.
Maturities of Operating Lease Liabilities	Maturities of operating lease liabilities as of September 30, 2023 are as follows (in thousands): Fiscal Year: Operating Leases 2023 (remainder) $ 752  2024 2,939  2025 2,748  2026 2,525  2027 2,534  Thereafter 8,167  Total lease payments $ 19,665  Less: Imputed interest (3,947) Present value of operating lease liabilities $ 15,718

v3.23.3

Other Balance Sheet Account Details (Tables)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	Accounts payable and accrued expenses consisted of the following (in thousands): September 30, 2023 December 31, 2022 Accounts payable $ 7,012  $ 6,288  Accrued sales and other taxes 8,908  13,865  Accrued interest 23,382  10,717  Accrued compensation 5,928  2,755  Accrued advertising expenses 2,608  3,545  Other accrued expenses 5,016  4,232  Total $ 52,854  $ 41,402

v3.23.3

Equity Incentive and Employee Stock Purchase Plan (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Restricted Stock Award Activity	Restricted stock activity for the nine months ended September 30, 2023 is set forth below: Shares Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 35,416  $ 38.42  Granted —  —  Vested (19,737) 37.77  Canceled —  —  Nonvested at September 30, 2023 15,679  $ 39.24
Restricted Stock Unit Award Activity	Restricted stock unit activity for the nine months ended September 30, 2023 is set forth below: Number of Shares Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 1,082,451 $ 51.63  Granted 67,475  50.01  Vested (82,503) 53.32  Canceled (22,477) 57.37  Outstanding at September 30, 2023 1,044,946  $ 51.27  3.3 $ 26,311,740  Vested and expected to vest as of September 30, 2023 711,335  $ 52.37  2.8 $ 17,911,410
Employee Stock Purchase Plan, Valuation Assumptions	The compensation expense related to the current offering period of the Purchase Plan has been estimated utilizing the following assumptions: September 30, 2023 Risk-free interest rate 5.26% Expected term (in years) 0.5 Dividend yield 0.00% Expected volatility 56.95% Weighted average volatility 56.95%

v3.23.3

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Components of Basic and Diluted 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator for basic and diluted net income per common share:     Net income from continuing operations attributable to common shareholders $ 24,007  $ 15,370  $ 60,523  $ 55,811  Net income available to participating securities (1) (12) (24) (52) (119) Net income available to common shareholders from operations $ 23,995  $ 15,346  $ 60,471  $ 55,692  Denominator:     Weighted-average outstanding shares of common stock 19,627,188  19,791,019  19,708,991  19,879,759  Dilutive effect of: Equity incentive plans 12,649  66,356  15,744  64,473  Employee Stock Purchase Plan 8,018  15,763  6,030  14,392  Common stock and common stock equivalents 19,647,855  19,873,138  19,730,765  19,958,624  Net income per share from operations:     Basic $ 1.22  $ 0.78  $ 3.07  $ 2.80  Diluted $ 1.22  $ 0.77  $ 3.07  $ 2.79  (1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).

v3.23.3

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Revenues and Long-lived Assets by Geographic Information	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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: United States $ 71,724  $ 72,720  $ 217,606  $ 214,214  Canada 13,091  12,679  39,043  37,013  Ireland 3,571  4,309  11,331  13,785  All other countries 2,176  2,069  6,828  7,178  Foreign countries 18,838  19,057  57,202  57,976  $ 90,562  $ 91,777  $ 274,808  $ 272,190  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): September 30, 2023 December 31, 2022 Long-lived assets: United States $ 81,632  $ 61,858  Canada 278  531  Ireland 250  167  All other countries 156  277  Foreign countries 684  975  Total $ 82,316  $ 62,833

v3.23.3

Accumulated Other Comprehensive Loss (Tables)	9 Months Ended
	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Summary of Changes in Accumulated Balances in Other Comprehensive Loss	The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises foreign currency translation adjustments, for the three months ended September 30, 2023 (in thousands): Foreign Currency Translation Balance as of July 1, 2023 $ (17,001) Other comprehensive loss (6,238) Net increase in other comprehensive loss (6,238) Balance as of September 30, 2023 $ (23,239) The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises foreign currency translation adjustments, for the nine months ended September 30, 2023 (in thousands): Foreign Currency Translation Balance as of January 1, 2023 $ (19,108) Other comprehensive loss (4,131) Net increase in other comprehensive loss (4,131) Balance as of September 30, 2023 $ (23,239)

v3.23.3

Basis of Presentation (Details) customer in Millions		3 Months Ended	9 Months Ended
	Oct. 07, 2021 USD ($)	Sep. 30, 2023 USD ($) country	Sep. 30, 2023 USD ($) segment customer country	Sep. 30, 2022 USD ($)	Dec. 31, 2022	Oct. 08, 2021
Finite-Lived Intangible Assets [Line Items]
Number of customers served (more than) | customer			1
Number of countries served (over) | country		50	50
Long-lived asset impairment			$ 0	$ 0
Impairment of goodwill and intangible assets			0	$ 0
Carrying amount of investments accounted for using alternative method		$ 4,000,000	4,000,000
Unrealized gain on investments		0	0
Impairment of Investments		$ 0	$ 0
Number of reportable segments | segment			1
Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization period		1 year	1 year
Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization period		20 years	20 years
Consensus Cloud Solutions Inc | Ziff Davis, Inc.
Finite-Lived Intangible Assets [Line Items]
Ownership interest		10.00%	10.00%		10.00%	19.90%
Consensus Cloud Solutions Inc | Ziff Davis, Inc. | Maximum
Finite-Lived Intangible Assets [Line Items]
Ownership interest		10.00%	10.00%		10.00%
2028 Notes | Senior Notes
Finite-Lived Intangible Assets [Line Items]
Debt instrument, face amount	$ 500,000,000
Stated interest rate	6.50%
Ziff Davis, Inc.
Finite-Lived Intangible Assets [Line Items]
Cash consideration paid for equity interest	$ 259,100,000

v3.23.3

Revenues (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 90,562	$ 91,777	$ 274,808	$ 272,190
Point in time
Disaggregation of Revenue [Line Items]
Revenues	112	135	410	572
Over time
Disaggregation of Revenue [Line Items]
Revenues	90,450	91,642	274,398	271,618
Corporate
Disaggregation of Revenue [Line Items]
Revenues	50,430	48,974	150,198	144,360
Small office home office (“SoHo”)
Disaggregation of Revenue [Line Items]
Revenues	40,129	42,801	124,588	127,808
Other
Disaggregation of Revenue [Line Items]
Revenues	$ 3	$ 2	$ 22	$ 22

v3.23.3

Revenues (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Contract liability, revenue recognized	$ 4.2	$ 4.0	$ 20.2	$ 19.2

v3.23.3

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Money market funds	$ 144,900,000	$ 0

v3.23.3

Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 1.0	$ 1.2	$ 3.2	$ 3.8
Minimum
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	1 year		1 year
Maximum
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	20 years		20 years

v3.23.3

Goodwill and Intangible Assets (Changes in Carrying Amounts of Goodwill) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 346,585
Foreign exchange translation	(525)
Ending balance	$ 346,060

v3.23.3

Goodwill and Intangible Assets (Intangible Assets with Indefinite Lives) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Indefinite-lived Intangible Assets [Line Items]
Intangible assets	$ 31,375	$ 31,382
Trade names
Indefinite-lived Intangible Assets [Line Items]
Intangible assets	27,330	27,337
Other
Indefinite-lived Intangible Assets [Line Items]
Intangible assets	$ 4,045	$ 4,045

v3.23.3

Goodwill and Intangible Assets (Intangible Assets Subject to Amortization) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Historical Cost	$ 182,048	$ 181,604
Accumulated Amortization	167,429	163,830
Net	$ 14,619	$ 17,774
Minimum
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	1 year
Maximum
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	20 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	4 months 24 days	6 months
Historical Cost	$ 8,133	$ 8,151
Accumulated Amortization	7,690	7,605
Net	$ 443	$ 546
Patent and patent licenses
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	0 years	0 years
Historical Cost	$ 54,341	$ 54,341
Accumulated Amortization	54,341	54,341
Net	$ 0	$ 0
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	2 years 8 months 12 days	3 years 1 month 6 days
Historical Cost	$ 107,593	$ 107,175
Accumulated Amortization	95,646	92,573
Net	$ 11,947	$ 14,602
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Substantial amortization period, majority of amortization expense	4 years
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Substantial amortization period, majority of amortization expense	5 years
Other purchased intangibles
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining   Amortization Period	1 year 10 months 24 days	2 years
Historical Cost	$ 11,981	$ 11,937
Accumulated Amortization	9,752	9,311
Net	$ 2,229	$ 2,626

v3.23.3

Goodwill and Intangible Assets (Estimated Intangible Assets Amortization Expense) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fiscal Year:
2023 (remainder)	$ 1,057
2024	3,528
2025	2,638
2026	2,128
2027	1,425
Thereafter	3,843
Net	$ 14,619	$ 17,774

v3.23.3

Debt (Summary of Long-term Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Gross long-term debt	$ 805,000
Less: Deferred issuance costs	(9,667)	$ (11,135)
Total long-term debt	795,333	793,865
Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	805,000	805,000
2026 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	305,000	305,000
2028 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Gross long-term debt	$ 500,000	$ 500,000

v3.23.3

Debt - Future Principal Payments for Debt (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023 (remainder)	$ 0
2024	0
2025	0
2026	305,000
2027	0
Thereafter	500,000
Total	$ 805,000

v3.23.3

Debt (Narrative) (Details) - USD ($)			3 Months Ended		9 Months Ended
	Mar. 04, 2022	Oct. 07, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Interest expense			$ 700,000	$ 0	$ 1,800,000	$ 0
Senior Notes | 2026 Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 305,000,000
Proceeds from issuance of senior long-term debt		$ 301,200,000
Stated interest rate		6.00%
Covenant, leverage ratio, minimum		3.0
Covenant, leverage ratio, maximum		3.0
Covenant, restriction on payments, aggregate amount, maximum		$ 100,000,000
Covenant, earnings before interest, taxes, depreciation, and amortization, maximum		50.00%
Notes payable, fair value			281,000,000		281,000,000		$ 282,800,000
Senior Notes | 2026 Notes | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Percentage of principal amount redeemed		40.00%
Redemption price, percentage		106.00%
Redemption , threshold percentage principal amount remaining		50.00%
Senior Notes | 2026 Notes | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Redemption price, percentage		100.00%
Senior Notes | 2028 Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 500,000,000
Proceeds from issuance of senior long-term debt		$ 483,800,000
Stated interest rate		6.50%
Covenant, leverage ratio, minimum		3.0
Covenant, leverage ratio, maximum		3.0
Covenant, restriction on payments, aggregate amount, maximum		$ 100,000,000
Covenant, earnings before interest, taxes, depreciation, and amortization, maximum		50.00%
Notes payable, fair value			426,900,000		426,900,000		$ 459,400,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 25,000,000
Line of credit facility, accordion feature, increase limit	$ 25,000,000
Long-term line of credit			$ 0		$ 0
Line of Credit | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
Line of Credit | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%

v3.23.3

Leases (Narrative) (Details)	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Operating lease renewal term	5 years
Minimum
Lessee, Lease, Description [Line Items]
Operating lease terms	3 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease terms	10 years

v3.23.3

Leases (Components of Lease Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 678	$ 604	$ 2,065	$ 1,840
Short-term lease cost	395	384	1,216	1,186
Finance lease cost:
Amortization of right-of-use assets	224	297	827	897
Total lease cost	$ 1,297	$ 1,285	$ 4,108	$ 3,923

v3.23.3

Leases (Supplemental Balance Sheet Operating Lease Information) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease right-of-use assets	$ 7,106	$ 7,875
Finance lease right-of-use assets	$ 604	$ 1,427
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Total right-of-use assets	$ 7,710	$ 9,302
Operating lease liabilities, current	2,870	2,793
Operating lease liabilities, noncurrent	12,848	13,877
Total operating lease liabilities	$ 15,718	$ 16,670

v3.23.3

Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 2,248	$ 2,085
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$ 542	$ 1,316
Operating leases:
Weighted average remaining lease term	6 years 10 months 24 days		7 years 7 months 6 days
Weighted average discount rate	4.80%		4.60%

v3.23.3

Leases (Maturities of Operating Lease Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2023 (remainder)	$ 752
2024	2,939
2025	2,748
2026	2,525
2027	2,534
Thereafter	8,167
Total lease payments	19,665
Less: Imputed interest	(3,947)
Present value of operating lease liabilities	$ 15,718	$ 16,670

v3.23.3

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Sales tax expense	$ 0.8	$ 8.4	$ 2.0	$ 9.5
Sales and excise tax payable	$ 7.4		$ 7.4		$ 13.1

v3.23.3

Other Balance Sheet Account Details - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 7,012	$ 6,288
Accrued sales and other taxes	8,908	13,865
Accrued interest	23,382	10,717
Accrued compensation	5,928	2,755
Accrued advertising expenses	2,608	3,545
Other accrued expenses	5,016	4,232
Total	$ 52,854	$ 41,402

v3.23.3

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	23.90%	29.20%	23.80%	27.60%
Liability for uncertain tax positions	$ 9,048		$ 9,048		$ 6,725

v3.23.3

Stockholders' Deficit (Details)	3 Months Ended		7 Months Ended	9 Months Ended		19 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($)	Mar. 01, 2022 USD ($)
Stockholder's Equity [Line Items]
Stock repurchase program, authorized amount							$ 100,000,000
Stock repurchased during period, shares (in shares) | shares	152,399	0	680,067	490,953	189,114
Aggregate cost for repurchase of common stock	$ 3,800,000	$ 0		$ 15,100,000	$ 7,600,000	$ 22,700,000
Sales and excise tax payable			$ 100,000	$ 100,000
Excise tax rate			0.01
Common stock
Stockholder's Equity [Line Items]
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | shares	2,412	1,906		35,368	29,725

v3.23.3

Equity Incentive and Employee Stock Purchase Plan (Narrative) (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, amount capitalized		$ 0.5	$ 0.0	$ 1.5	$ 0.0
Estimated forfeiture rates		5.61%		5.61%
Minimum | Look-Back Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Lookback period				20 days
Minimum | Look-Back Period Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Lookback period				20 days
Maximum | Look-Back Period One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Lookback period				30 days
Maximum | Look-Back Period Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Lookback period				25 days
Market-based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				0
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				0
Unrecognized compensation cost related to non-vested awards granted		$ 0.2		$ 0.2
Weighted-average period to recognize compensation cost				4 months 24 days
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				67,475
Unrecognized compensation cost related to non-vested awards granted		$ 26.4		$ 26.4
Weighted-average period to recognize compensation cost				2 years 6 months
Equity Incentive Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum issuance of common stock (in shares)		2,727,438		2,727,438		4,000,000
Equity Incentive Plan 2021 | Restricted Stock and Restricted Stock Units (RSU) | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting periods				1 year
Equity Incentive Plan 2021 | Restricted Stock and Restricted Stock Units (RSU) | Staff
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting periods				4 years
Equity Incentive Plan 2021 | Restricted Stock and Restricted Stock Units (RSU) | Chief Executive Officer and Chief Operating Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting periods				5 years
Employee Stock Purchase Plan 2021 | Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum issuance of common stock (in shares)	1,000,000
Maximum earnings withheld by the employees	15.00%
Purchase price of common stock, percent	85.00%
Issuance of shares under employee stock purchase plan (in shares)		0		29,582
Cash received upon the issuance of common stock		$ 0.0		$ 0.9
Number of shares available for issuance (in shares)		927,901		927,901

v3.23.3

Equity Incentive and Employee Stock Purchase Plan (Restricted Stock and Restricted Stock Unit Award Activity) (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Restricted Stock
Number of Shares
Beginning of period (in shares) | shares	35,416
Granted (in shares) | shares	0
Vested (in shares) | shares	(19,737)
Canceled (in shares) | shares	0
End of period (in shares) | shares	15,679
Weighted-Average Grant-Date Fair Value
Nonvested at beginning of period (in dollars per share) | $ / shares	$ 38.42
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	37.77
Canceled (in dollars per share) | $ / shares	0
Nonvested at end of period (in dollars per share) | $ / shares	$ 39.24
Restricted Stock Units
Number of Shares
Beginning of period (in shares) | shares	1,082,451
Granted (in shares) | shares	67,475
Vested (in shares) | shares	(82,503)
Canceled (in shares) | shares	(22,477)
End of period (in shares) | shares	1,044,946
Vested and expected to vest at end of period (in shares) | shares	711,335
Weighted-Average Grant-Date Fair Value
Nonvested at beginning of period (in dollars per share) | $ / shares	$ 51.63
Granted (in dollars per share) | $ / shares	50.01
Vested (in dollars per share) | $ / shares	53.32
Canceled (in dollars per share) | $ / shares	57.37
Nonvested at end of period (in dollars per share) | $ / shares	51.27
Vested and expected to vest at end of period (in usd per share) | $ / shares	$ 52.37
Weighted-Average Remaining Contractual Life (in years)
Outstanding at end of period	3 years 3 months 18 days
Vested and expected to vest at end of period	2 years 9 months 18 days
Aggregate Intrinsic Value
Outstanding at end of period | $	$ 26,311,740
Vested and expected to vest at end of period | $	$ 17,911,410

v3.23.3

Equity Incentive and Employee Stock Purchase Plan (Employee Stock Purchase Plan, Valuation Assumptions) (Details) - Employee Stock Purchase Plan	9 Months Ended
	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	5.26%
Expected term (in years)	6 months
Dividend yield	0.00%
Expected volatility	56.95%
Weighted average volatility	56.95%

v3.23.3

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator for basic and diluted net income per common share:
Net income from continuing operations attributable to common shareholders	$ 24,007	$ 15,370	$ 60,523	$ 55,811
Net income available to participating securities, basic	(12)	(24)	(52)	(119)
Net income available to participating securities, diluted	(12)	(24)	(52)	(119)
Net income available to common shareholders from operations	23,995	15,346	60,471	55,692
Net income available to common shareholders from operations	$ 23,995	$ 15,346	$ 60,471	$ 55,692
Denominator:
Weighted-average outstanding shares of common stock (in shares)	19,627,188	19,791,019	19,708,991	19,879,759
Dilutive effect of:
Common stock and common stock equivalents (in shares)	19,647,855	19,873,138	19,730,765	19,958,624
Net income per share from operations:
Basic (in dollars per share)	$ 1.22	$ 0.78	$ 3.07	$ 2.80
Diluted (in dollars per share)	$ 1.22	$ 0.77	$ 3.07	$ 2.79
Anti-dilutive shares were excluded from earnings per share calculation (in shares)	836,655	499,584	704,837	499,476
Equity incentive plans
Dilutive effect of:
Equity incentive plans (in shares)	12,649	66,356	15,744	64,473
Employee Stock Purchase Plan
Dilutive effect of:
Equity incentive plans (in shares)	8,018	15,763	6,030	14,392

v3.23.3

Segment Information (Narrative) (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	1

v3.23.3

Segment Information (Revenues and Long-lived Assets by Geographic Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 90,562	$ 91,777	$ 274,808	$ 272,190
Long-lived assets	82,316		82,316		$ 62,833
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	71,724	72,720	217,606	214,214
Long-lived assets	81,632		81,632		61,858
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	13,091	12,679	39,043	37,013
Long-lived assets	278		278		531
Ireland
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	3,571	4,309	11,331	13,785
Long-lived assets	250		250		167
All other countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,176	2,069	6,828	7,178
Long-lived assets	156		156		277
Foreign countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	18,838	$ 19,057	57,202	$ 57,976
Long-lived assets	$ 684		$ 684		$ 975

v3.23.3

Accumulated Other Comprehensive Loss (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ (217,446,000)	$ (300,207,000)	$ (255,261,000)	$ (332,665,000)
Net increase in other comprehensive loss	(6,238,000)	(11,411,000)	(4,131,000)	(17,872,000)
Ending balance	(199,288,000)	$ (292,279,000)	(199,288,000)	$ (292,279,000)
Reclassification from accumulated other comprehensive loss	0		0
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(17,001,000)		(19,108,000)
Other comprehensive loss	(6,238,000)		(4,131,000)
Net increase in other comprehensive loss	(6,238,000)		(4,131,000)
Ending balance	$ (23,239,000)		$ (23,239,000)

v3.23.3

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Oct. 08, 2021
Ziff Davis, Inc. | Consensus Cloud Solutions Inc
Related Party Transaction [Line Items]
Ownership interest	10.00%		10.00%		10.00%	19.90%
Affiliated Entity
Related Party Transaction [Line Items]
Cash consideration paid In connection with the separation	$ 100,000	$ 7,200,000	$ 600,000	$ 18,700,000
Registration expense		$ 100,000	0	$ 600,000
Ziff Davis, Inc.
Related Party Transaction [Line Items]
Amount due	$ 100,000		$ 100,000		$ 200,000

v3.23.3

Subsequent Events (Details) $ in Millions	Nov. 09, 2023 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Debt repurchase program, principal reduction amount	$ 300

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