CONSENSUS CLOUD SOLUTIONS, INC., 10-K filed on 2/20/2025
Annual Report
v3.25.0.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2024
Feb. 14, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Current Fiscal Year End Date --12-31    
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 Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 323,412,882
Entity Common Stock, Shares Outstanding (in shares)   19,525,597  
Documents Incorporated by Reference
Portions of the definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2024 are incorporated by reference into Part III of this Form 10-K.
    
Entity Central Index Key 0001866633    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Amendment Flag false    
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Audit Information
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Audit Information [Abstract]    
Auditor Firm ID 34 243
Auditor Name DELOITTE & TOUCHE LLP BDO USA, LLP
Auditor Location Los Angeles, California Los Angeles, California
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CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
ASSETS    
Cash and cash equivalents $ 33,545 $ 88,715
Accounts receivable, net of allowances of $5,774 and $6,271, respectively 24,921 26,342
Prepaid expenses and other current assets 16,059 10,191
Total current assets 74,525 125,248
Property and equipment, net 100,076 81,196
Operating lease right-of-use assets 6,515 6,766
Intangibles, net 41,213 44,990
Goodwill 345,036 348,822
Deferred income taxes 30,521 34,869
Other assets 4,315 5,364
TOTAL ASSETS 602,201 647,255
LIABILITIES AND STOCKHOLDERS’ DEFICIT    
Accounts payable and accrued expenses 36,477 36,506
Income taxes payable, current 1,068 2,224
Deferred revenue, current 20,714 22,041
Operating lease liabilities, current 2,150 2,038
Current portion of long-term debt 18,902 8,575
Total current liabilities 79,311 71,384
Long-term debt, net of current portion 574,080 725,405
Deferred revenue, noncurrent 1,913 2,270
Operating lease liabilities, noncurrent 12,018 13,212
Liability for uncertain tax positions 13,218 9,740
Deferred income taxes 891 1,098
Other long-term liabilities 233 268
TOTAL LIABILITIES 681,664 823,377
Commitments and contingencies
Common stock, $0.01 par value. Authorized 120,000,000; total issued is 20,609,725 and 20,273,686 shares and total outstanding is 19,524,000 and 19,245,024 shares as of December 31, 2024 and December 31, 2023, respectively 206 203
Treasury stock, at cost (1,085,725 and 1,028,662 shares as of December 31, 2024 and December 31, 2023, respectively) (32,313) (31,282)
Additional paid-in capital 59,373 41,247
Accumulated deficit (83,678) (173,113)
Accumulated other comprehensive loss (23,051) (13,177)
TOTAL STOCKHOLDERS’ DEFICIT (79,463) (176,122)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 602,201 $ 647,255
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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 5,774 $ 6,271
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 120,000,000 120,000,000
Common stock, shares issued (in shares) 20,609,725 20,273,686
Common stock, shares outstanding (in shares) 19,524,000 19,245,024
Treasury stock, shares (in shares) 1,085,725 1,028,662
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CONSOLIDATED STATEMENTS OF INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]      
Revenues $ 350,382 $ 362,562 $ 362,422
Cost of revenues [1] 69,688 68,319 61,951
Gross profit 280,694 294,243 300,471
Operating expenses:      
Sales and marketing [1] 51,065 65,084 64,413
Research, development and engineering [1] 7,683 7,727 10,018
General and administrative [1] 72,546 74,203 74,122
Total operating expenses 131,294 147,014 148,553
Income from operations 149,400 147,229 151,918
Interest expense (33,979) (45,367) (51,423)
Interest income 2,546 3,715 0
Other income (expense), net 4,278 (2,413) (1,582)
Income before income taxes 122,245 103,164 98,913
Income tax expense 32,810 25,869 26,199
Net income $ 89,435 $ 77,295 $ 72,714
Net income per common share      
Basic (in dollars per share) $ 4.64 $ 3.94 $ 3.65
Diluted (in dollars per share) $ 4.62 $ 3.94 $ 3.64
Weighted average shares outstanding:      
Basic (in shares) 19,286,579 19,582,460 19,863,286
Diluted (in shares) 19,383,849 19,600,952 19,953,785
[1]
(1) Includes share-based compensation expense as follows:
Cost of revenues$2,138 $1,400 $874 
Sales and marketing2,750 1,679 988 
Research, development and engineering622 379 746 
General and administrative11,254 14,705 17,447 
Total$16,764 $18,163 $20,055 
v3.25.0.1
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based compensation expense $ 16,764 $ 18,163 $ 20,055
Cost of revenues      
Share-based compensation expense 2,138 1,400 874
Sales and marketing      
Share-based compensation expense 2,750 1,679 988
Research, development and engineering      
Share-based compensation expense 622 379 746
General and administrative      
Share-based compensation expense $ 11,254 $ 14,705 $ 17,447
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net income $ 89,435 $ 77,295 $ 72,714
Other comprehensive (loss) income:      
Foreign currency translation adjustment (9,874) 5,931 (2,251)
Other comprehensive (loss) income (9,874) 5,931 (2,251)
Comprehensive income $ 79,561 $ 83,226 $ 70,463
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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net income $ 89,435 $ 77,295 $ 72,714
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 20,516 17,421 15,302
Amortization of financing costs and discounts 1,822 2,048 1,889
Non-cash operating lease costs 1,549 1,652 1,332
Share-based compensation 16,764 18,163 20,055
Provision for doubtful accounts 5,104 5,897 1,157
Deferred income taxes 2,647 2,428 (1,653)
Gain on extinguishment of debt (6,557) (4,795) 0
Other 0 32 0
Decrease (increase) in:      
Accounts receivable (3,780) (4,159) (2,908)
Prepaid expenses and other current assets (6,002) 4,088 (9,489)
Other assets 1,048 1,452 (1,944)
Increase (decrease) in:      
Accounts payable and accrued expenses 768 (5,542) (940)
Income taxes payable (1,047) (231) (2,797)
Deferred revenue (1,509) (2,547) (2,203)
Operating lease liabilities (2,455) (2,044) (1,677)
Liability for uncertain tax positions 3,478 3,015 1,930
Other long-term liabilities (34) (60) (7,619)
Net cash provided by operating activities 121,747 114,113 83,149
Cash flows from investing activities:      
Purchases of property and equipment (33,440) (36,461) (30,045)
Acquisition of businesses, net of cash received 0 0 (12,230)
Purchases of equity method investment 0 (4,000) 0
Purchases of intangible assets 0 0 (1,000)
Net cash used in investing activities (33,440) (40,461) (43,275)
Cash flows from financing activities:      
Debt issuance cost 0 0 (232)
Proceeds from the issuance of common stock under employee stock purchase plan 1,334 1,386 1,284
Repurchase of common stock (1,031) (23,483) (7,596)
Taxes paid related to net share settlement (2,727) (1,888) (4,079)
Repurchase of debt (136,195) (57,672) 0
Net cash used in financing activities (138,619) (81,657) (10,623)
Effect of exchange rate changes on cash and cash equivalents (4,858) 2,556 (1,865)
Net change in cash and cash equivalents (55,170) (5,449) 27,386
Cash and cash equivalents at beginning of year 88,715 94,164 66,778
Cash and cash equivalents at end of year $ 33,545 $ 88,715 $ 94,164
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($)
$ in Thousands
Total
Common stock
Additional paid-in capital
Treasury stock
Accumulated Deficit
Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2021   19,978,580        
Beginning balance at Dec. 31, 2021 $ (332,665) $ 200 $ 2,878 $ 0 $ (318,886) $ (16,857)
Treasury stock, beginning balance (in shares) at Dec. 31, 2021       0    
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 72,714       72,714  
Foreign currency translation adjustment (2,251)         (2,251)
Vested restricted stock (in shares)   166,378        
Vested restricted stock $ 0 $ 2 (2)      
Shares withheld related to net share settlement (in shares) (71,509) (71,509)        
Shares withheld related to net share settlement $ (4,079) $ (1) (4,078)      
Repurchase of common stock (in shares) (839,548)     (189,114)    
Repurchase of common stock $ (7,596)     $ (7,596)    
Issuance of shares under ESPP (in shares)   32,096        
Issuance of shares under ESPP 1,284   1,284      
Share-based compensation 21,568   21,568      
Adjustments related to the separation (4,236)       (4,236)  
Net income 72,714          
Treasury stock, ending balance (in shares) at Dec. 31, 2022       (189,114)    
Ending balance (in shares) at Dec. 31, 2022   20,105,545        
Ending balance at Dec. 31, 2022 (255,261) $ 201 21,650 $ (7,596) (250,408) (19,108)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Foreign currency translation adjustment 5,931         5,931
Vested restricted stock (in shares)   173,356        
Vested restricted stock $ 0 $ 2 (2)      
Shares withheld related to net share settlement (in shares) (61,878) (61,878)        
Shares withheld related to net share settlement $ (1,888) $ (1) (1,887)      
Repurchase of common stock (in shares) (57,063)     (839,548)    
Repurchase of common stock $ (23,686)     $ (23,686)    
Issuance of shares under ESPP (in shares)   56,663        
Issuance of shares under ESPP 1,386 $ 1 1,385      
Share-based compensation 20,101   20,101      
Net income $ 77,295       77,295  
Treasury stock, ending balance (in shares) at Dec. 31, 2023 (1,028,662)     (1,028,662)    
Ending balance (in shares) at Dec. 31, 2023   20,273,686        
Ending balance at Dec. 31, 2023 $ (176,122) $ 203 41,247 $ (31,282) (173,113) (13,177)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Foreign currency translation adjustment (9,874)         (9,874)
Vested restricted stock (in shares)   376,771        
Vested restricted stock $ 0 $ 3 (3)      
Shares withheld related to net share settlement (in shares) (122,406) (122,406)        
Shares withheld related to net share settlement $ (2,727) $ (1) (2,726)      
Repurchase of common stock (in shares)       (57,063)    
Repurchase of common stock (1,031)     $ (1,031)    
Issuance of shares under ESPP (in shares)   81,674        
Issuance of shares under ESPP 1,334 $ 1 1,333      
Share-based compensation 19,522   19,522      
Net income $ 89,435       89,435  
Treasury stock, ending balance (in shares) at Dec. 31, 2024 (1,085,725)     (1,085,725)    
Ending balance (in shares) at Dec. 31, 2024   20,609,725        
Ending balance at Dec. 31, 2024 $ (79,463) $ 206 $ 59,373 $ (32,313) $ (83,678) $ (23,051)
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The Company
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
The Company 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 800 thousand customers of all sizes, from enterprises to individuals, across approximately 46 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 the separation of its 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 Consensus Cloud Solutions, LLC, formerly known as 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 in 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, its shares of Consensus capital stock, reducing its beneficial ownership in the Company to zero as of December 31, 2024.
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Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies
(a)Principles of Consolidation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
(b)Use of Estimates
The preparation of 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 net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense and income taxes. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to factors such as inflationary pressures and elevated interest rates.
(c)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 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.
(d)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 No. 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.
(e)Fair Value Measurements
Consensus complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities (see Note 5 - Fair Value Measurements).
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and long-term debt are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value due to the short-term nature of such instruments. The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available (see Note 8 - Long-Term Debt).
(f)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 resulting from adjustments due to observable price changes, if applicable, are reported within earnings on the Consolidated Statement of Income.
As of December 31, 2024 and 2023, the carrying amount of the Company’s investments accounted for under the measurement alternative method in accordance with ASC 321 was $4.0 million and is included in other assets within the Company’s 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 years ended December 31, 2024 and 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.
(g)Cash and Cash Equivalents
The Company considers cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of three months or less at the purchase date.
(h)Debt Issuance Costs
The Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs as a reduction to the debt amount. These costs are amortized and included in interest expense over the life of the related debt security using the effective interest method.
(i)Concentration of Credit Risk
All of the Company’s cash and cash equivalents are invested at major financial institutions. These institutions are required to invest the Company’s cash in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital. At December 31, 2024, the Company’s cash and cash equivalents were maintained in accounts in qualifying financial institutions that are insured up to the limit determined by the applicable governmental agency. These institutions are primarily within the United States and Luxembourg, however, the Company has accounts within several other countries including the United Kingdom, Australia, Japan, Canada, Ireland, Hong Kong and New Zealand.
(j)Foreign Currency
Some of Consensus’ foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities of those subsidiaries are translated into U.S. Dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses of those subsidiaries are translated into U.S. Dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive loss. Net translation (loss) gain was $(9.9) million, $5.9 million and $(2.3) million for the years ended December 31, 2024, 2023 and 2022, respectively. Foreign exchange gain (loss) from foreign currency transactions is recorded within other income (expense), net on the Consolidated Statements of Income and amounted to $4.3 million, $(2.4) million and $(1.6) million for the years ended December 31, 2024, 2023 and 2022, respectively.
(k)Property and Equipment
Property and equipment are stated at cost. Equipment under finance leases is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income. The estimated useful lives of property and equipment range from 1 to 10 years. Leasehold improvements are amortized on a straight-line basis over their estimated useful lives or the related lease term, if less (see Note 6 - Property and Equipment).
(l)Internal-Use Software Development Costs
The Company capitalizes certain internal-use software and website development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Management estimates the stage of development as well as the time allocated to internal-use software projects. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives, which is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from 1 to 7 years (see Note 6 - Property and Equipment).
(m)Impairment or Disposal of Long-Lived Assets and Finite-Lived Intangible 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 finite-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 are those that could individually or in combination trigger an impairment review include the following:
•Significant underperformance relative to historical or projected future operating results;
•Significant changes in the manner of our 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 determined that the carrying value of finite-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 finite-lived assets may not be recoverable. There were no impairments of long-lived assets or finite-lived intangible assets recorded in 2024, 2023 and 2022.
(n)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. 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. 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 cost of revenues and general and administrative expenses on the 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 for impairment annually or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, on October 1, 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. The Company has a
single reporting unit. In the fourth quarter of 2024, the Company performed the annual impairment test for goodwill for the year ended December 31, 2024 using a qualitative assessment, primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific events. There was no accumulated impairment of the Company’s goodwill as of December 31, 2024. The Company performed the annual impairment test for intangible assets with indefinite lives for the year ended December 31, 2024 using a qualitative assessment primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific events. There were no impairments of the Company’s indefinite-lived intangible assets recorded in 2024, 2023 and 2022.
(o)Income Taxes
The Company’s income is subject to taxation in 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 12 - 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 recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Income.
(p)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 the stock price on the date of grant, expected term of the award, stock price volatility, risk free interest rate, dividend rate and forfeiture rate. These inputs are subjective and are determined using management’s judgment. The Company estimates the expected term based upon the contractual term of the award (see Note 14 - Equity Incentive and Employee Stock Purchase Plan).
(q)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 (see Note 16 - Earnings Per Share).
(r)Research, Development and Engineering
Research, development and engineering costs are expensed as incurred. Development of internal-use software is capitalized and amortized as described in paragraph (l).
(s)Segment Reporting
FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about reportable segments in their annual consolidated financial statements and requires that those entities report selected information about reportable segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker (“CODM”), who is our chief executive officer (“CEO”), for making operating and investment decisions and for assessing performance. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. The CEO uses consolidated profit or loss from operations before interest and income taxes to allocate resources predominantly in the annual budget and forecasting process. The CEO considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CEO also uses consolidated profit or loss from operations before interest and income taxes and consolidated net income to assess performance. Accordingly, the Company has determined that it operates one reportable segment known as Cloud Fax (see Note 17 - Segment Information). The consolidated financial statements and related disclosures reflect the segment operations of Cloud Fax.
(t)Advertising Costs
Advertising costs are expensed as incurred and are included in sales and marketing expenses on our Consolidated Statements of Income. Advertising costs for the years ended December 31, 2024, 2023 and 2022 were $29.0 million, $51.7 million and $55.4 million, respectively.
(u)Recent Accounting Pronouncements
In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The amendments in this ASU are effective for all fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted ASU 2023-07 for the year ended December 31, 2024 (see Note 17 - Segment Information).
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments are intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this ASU should be applied on either a prospective or retrospective basis. The amendments in this ASU are effective for fiscal periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement: Expense Disaggregation Disclosures. The amendments in this ASU require disclosure of more information about certain expenses and costs and should be applied on either a prospective or retrospective basis. The amendments in this ASU are effective for fiscal periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
(v)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.
v3.25.0.1
Revenues
 12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenues Revenues
The Company earns revenue from contracts with customers, primarily through the provision of cloud-based communication and digital signature solutions that allow customers to access the Company’s software without taking possession. The contracts include both recurring subscription and usage-based fees, and the total transaction price is allocated to performance obligations in each contract as appropriate. Revenue for cloud-based services is recognized over time in the period earned. The contracts may be terminated early. Fees collected in advance are non-refundable, and they are deferred and recognized in revenue when the related performance obligations are satisfied. Standard Corporate contracts billed monthly include a termination charge equal to the minimum fees payable through the last day of the contract term.
Revenues from external customers classified by revenue source are as follows (in thousands):
Years Ended December 31,
202420232022
Corporate$209,112 $199,621 $192,195 
Small office home office (“SoHo”)141,258 162,916 170,199 
Other12 25 28 
Total revenues$350,382 $362,562 $362,422 
Timing of revenue recognition
Point in time$1,064 $427 $557 
Over time349,318 362,135 361,865 
Total revenues$350,382 $362,562 $362,422 
The Company has recorded $22.0 million and $23.6 million of revenue for the years ended December 31, 2024 and 2023, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year.
Performance Obligations
Generally, the Company’s contracts with customers include one performance obligation, however, certain contracts may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on their relative standalone selling price.
The Company satisfies its performance obligations upon delivery of products or services to its customers. Payment terms vary by type and location of the Company’s customers and the products and services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns.
Significant Judgments
Determining whether products and services are considered distinct performance obligations may require significant judgment. When a contract includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time.
Judgment is also required to determine the standalone selling price for each distinct performance obligation when there are multiple performance obligations. In certain cases, the Company is able to establish the standalone selling price based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a range of amounts to estimate the standalone selling price when each of the products and services is sold separately to determine whether there is a discount to be allocated based on the relative standalone selling price of the various products and services.
Performance Obligations Satisfied Over Time
The Company’s business consists primarily of performance obligations that are satisfied over time based on the fact that the nature of the cloud-based services offered is subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when services are provided. The Company expects to recognize revenue for Corporate contracts typically in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year. Revenue from usage-based fees is recognized in proportion to the amount for which the Company has the right to invoice for services performed, which corresponds with the utilization of the services by the customer.
The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services.
Practical Expedients
Existence of a Significant Financing Component in a Contract
As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges an upfront subscription amount for services, or an amount for usage in arrears, or a combination thereof, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates.
Costs to 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.
v3.25.0.1
Business Acquisitions
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions
The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology and acquire skilled personnel.
Summit Healthcare Acquisition
On February 4, 2022, in a cash transaction, the Company acquired certain assets of Summit Healthcare Services, Inc. (“Summit”), a Massachusetts based provider of secure interoperability solutions within the healthcare industry.
The Consolidated Statements of Income since the date of acquisition reflect the results of operations of this 2022 acquisition. For the year ended December 31, 2022, this acquisition contributed $6.8 million to the Company’s revenues. Net income contributed by this acquisition was not separately identifiable due to the Company’s integration activities and is not material. Total consideration for this transaction was $12.2 million, net of cash acquired.
v3.25.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
§Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
§Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
§Level 3 – Unobservable inputs which are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents include money market funds of $26.8 million and $72.1 million as of December 31, 2024 and 2023, 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 8 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost.
Assets Measured on a Non-Recurring Basis
The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangibles assets, long-lived assets and equity securities without a readily determinable fair value are reported at carrying value, or at fair value as of their acquisition dates, and are not required to be measured at fair value on a recurring basis. However, if any of these types of assets become impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.
v3.25.0.1
Property and Equipment
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment, stated at cost, at December 31, 2024 and 2023 consisted of the following (in thousands):
20242023
Internal-use software development costs
$88,244 $51,396 
Computers, software and equipment
18,616 21,701 
Furniture and fixtures
882 887 
Leasehold improvements1,715 1,720 
Internal-use software development costs in process
46,676 48,022 
156,133 123,726 
Less: Accumulated depreciation and amortization(56,057)(42,530)
 Total property and equipment, net$100,076 $81,196 
Depreciation and amortization expense was $16.8 million, $13.1 million and $10.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
The changes in carrying amounts of goodwill for the years ended December 31, 2024 and 2023 are as follows (in thousands):
Amount
Balance as of January 1, 2023
$346,585 
Foreign exchange translation
2,237 
Balance as of December 31, 2023
$348,822 
Foreign exchange translation
(3,786)
Balance as of December 31, 2024
$345,036 
Intangible Assets with Indefinite Lives:
Intangible assets are summarized as of December 31, 2024 and 2023 as follows (in thousands):
20242023
Trade names$27,316 $27,367 
Other4,045 4,045 
Total$31,361 $31,412 
Intangible Assets Subject to Amortization:
As of December 31, 2024, intangible assets subject to amortization are summarized as follows (in thousands):
Weighted-Average Remaining
  Amortization
Period
Historical
Cost		Accumulated
Amortization		Net
Trade names0.2 years$8,107 $7,826 $281 
Patent and patent licenses0.0 years54,341 54,341 — 
Customer relationships (1)
2.1 years107,287 99,054 8,233 
Other purchased intangibles1.2 years11,914 10,576 1,338 
Total $181,649 $171,797 $9,852 
(1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years, which may not correlate to the overall life of the asset.
As of December 31, 2023, intangible assets subject to amortization are summarized as follows (in thousands):
Weighted-Average Remaining
  Amortization
Period
Historical
Cost		Accumulated
Amortization		Net
Trade names0.3 years$8,199 $7,789 $410 
Patent and patent licenses
0.0 years54,341 54,341 — 
Customer relationships (1)
2.6 years108,417 97,333 11,084 
Other purchased intangibles1.8 years11,989 9,905 2,084 
Total $182,946 $169,368 $13,578 
(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 December 31, 2024 are as follows (in thousands):
Fiscal Year:Amount
2025$2,593 
20262,089 
20271,388 
2028986 
2029803 
Thereafter1,993 
Total$9,852 
Amortization expense was $3.7 million, $4.3 million and $4.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Long-Term Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt as of December 31, 2024 and 2023 consists of the following (in thousands):
20242023
2026 Senior Notes$248,980 $280,014 
2028 Senior Notes349,137462,414 
Total
598,117 742,428 
Less: deferred issuance costs
(5,135)(8,448)
Total debt
592,982 733,980 
Less: current portion, net of debt issuance costs
(18,902)(8,575)
Total long-term debt, less current portion
$574,080 $725,405 
As of December 31, 2024 and 2023, the estimated fair value of the 2026 Senior Notes (as defined below) was approximately $246.2 million and $266.0 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.
As of December 31, 2024 and 2023, the estimated fair value of the 2028 Senior Notes (as defined below) was approximately $346.1 million and $422.5 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.
At December 31, 2024, future contractual principal payments for debt were as follows (in thousands):
Total
Fiscal year:
2025 (1)
$890 
2026248,980 
2027— 
2028348,247 
2029— 
Thereafter— 
Total
$598,117 
(1) The Company has reclassified $0.9 million from the 2028 period into the 2025 period as debt repurchases were made subsequent to December 31, 2024, but prior to the filing of these financial statements (see Note 20 - Subsequent Events).
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 current portion of long-term debt and long-term debt, net of current portion, which is presented net of deferred issuance costs, on the Consolidated Balance Sheets as of December 31, 2024 and 2023. 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. 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, up 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 December 31, 2024.
The following table provides additional information related to our 2026 Senior Notes as of December 31, 2024 and 2023 (in thousands):
20242023
Principal amount of 2026 Senior Notes
$248,980 280,014
Less: Debt issuance costs(1,536)(2,612)
Net carrying amount of 2026 Senior Notes
$247,444 $277,402 
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. 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 indebtedness under such credit agreement. The 2028 Senior Notes are presented as current portion of long-term debt and long-term debt, net of current portion, which are presented net of deferred issuance costs, on the Consolidated Balance Sheets as of December 31, 2024 and 2023. 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. 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, up 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 December 31, 2024.
The following table provides additional information related to our 2028 Senior Notes as of December 31, 2024 and 2023 (in thousands):
20242023
Principal amount of 2028 Senior Notes
$349,137 $462,414 
Less: Debt issuance costs(3,599)(5,836)
Net carrying amount of 2028 Senior Notes
$345,538 $456,578 
Credit Agreement
On March 4, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with certain lenders party thereto (the “Lenders”) and MUFG Union Bank, N.A., as agent (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided Consensus with a senior secured revolving credit facility of $25.0 million (the “Credit Facility”) with an option held by the Company to obtain an additional commitment of up to a maximum of $25.0 million. The final maturity of the Credit Facility will occur on March 4, 2027. As of December 31, 2024, no amount had been drawn down on the Credit Facility. The Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of Consensus, and secured by substantially all assets of Consensus and the guarantors. The loans made under the Credit Facility are subject to a Secured Overnight Financing Rate (“SOFR”) base interest rate plus a SOFR margin between 1.75% - 2.50%, with stepdowns subject to the total net leverage ratio.
The Credit Facility is subject to a total net leverage ratio covenant and a minimum EBITDA requirement, in each case tested on a quarterly basis. The Credit Agreement contains covenants that restrict the Company’s ability to: (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Unsecured indebtedness may be incurred, assets may be disposed of, restricted payments may be made and investments may be made, in each case subject to compliance with the Company’s financial covenants. The Company is in compliance with its covenants as of December 31, 2024.
Debt Repurchase Program
On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the 2026 and 2028 Senior Notes (“Debt Repurchase Program”). The authorization permits an aggregate principal amount reduction of up to $300 million and expires on November 9, 2026. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. During the years ended December 31, 2024 and 2023 the Company retired $144.3 million and $62.6 million, respectively, in principal of its senior notes under this program. Cumulatively as of December 31, 2024, $206.9 million in principal of the Company’s senior notes has been retired under this program. Refer to Note 20 - Subsequent Events for debt repurchases made subsequent to December 31, 2024, but prior to the filing of these financial statements. In connection with the Debt Repurchase Program, the Company reclassified $18.9 million and $8.6 million of long-term debt, net of current portion to the current portion of long-term debt as of December 31, 2024 and 2023, respectively, as the Company had the intention and cash on hand to extinguish the respective amounts of debt within twelve months of the end of the respective reporting periods.
For years ended December 31, 2024 and 2023, a gain on debt extinguishment of $6.6 million and $4.8 million, respectively, related to the Debt Repurchase Program is included in interest expense on the Consolidated Statements of Income.
v3.25.0.1
Leases
 12 Months Ended
Dec. 31, 2024
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 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 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 Consolidated Statements of Income. Interest related to finance lease right-of-use assets, if any, is included in interest expense in the 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 Consolidated Statements of Income, are as follows (in thousands):
Years Ended December 31,
202420232022
Operating lease cost$2,491 $2,663 $2,121 
Short-term lease cost182 1,671 1,656 
Finance lease cost
Amortization of right-of-use assets378 1,057 1,182 
Total lease cost$3,051 $5,391 $4,959 
Supplemental cash flow information related to leases is as follows (in thousands):
Years Ended December 31,
202420232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$3,281 $2,999 $2,784 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$1,304 $542 $1,316 
Other supplemental operating lease information consists of the following:
December 31, 2024December 31, 2023
Operating leases:
Weighted average remaining lease term5.6 years6.7 years
Weighted average discount rate4.9 %4.8 %
Maturities of operating lease liabilities as of December 31, 2024 are as follows (in thousands):
Total
Fiscal Year:
2025$2,989 
20262,964 
20272,916 
2028
2,612 
2029
2,691 
Thereafter2,864 
Total lease payments17,036 
Less: Imputed interest(2,868)
Present value of operating lease liabilities$14,168 
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 at the lease commencement date 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.
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 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 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 Consolidated Statements of Income. Interest related to finance lease right-of-use assets, if any, is included in interest expense in the 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 Consolidated Statements of Income, are as follows (in thousands):
Years Ended December 31,
202420232022
Operating lease cost$2,491 $2,663 $2,121 
Short-term lease cost182 1,671 1,656 
Finance lease cost
Amortization of right-of-use assets378 1,057 1,182 
Total lease cost$3,051 $5,391 $4,959 
Supplemental cash flow information related to leases is as follows (in thousands):
Years Ended December 31,
202420232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$3,281 $2,999 $2,784 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$1,304 $542 $1,316 
Other supplemental operating lease information consists of the following:
December 31, 2024December 31, 2023
Operating leases:
Weighted average remaining lease term5.6 years6.7 years
Weighted average discount rate4.9 %4.8 %
Maturities of operating lease liabilities as of December 31, 2024 are as follows (in thousands):
Total
Fiscal Year:
2025$2,989 
20262,964 
20272,916 
2028
2,612 
2029
2,691 
Thereafter2,864 
Total lease payments17,036 
Less: Imputed interest(2,868)
Present value of operating lease liabilities$14,168 
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 at the lease commencement date 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.
v3.25.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2024
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 as incurred legal fees related to any litigation.
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. In the year ended December 31, 2021, the Company developed a methodology to estimate the sales tax liability for the SoHo revenue stream. The Company also believed it was probable that a sales tax liability existed for its Corporate accounts; 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
of $8.0 million during the quarter ended September 30, 2022. Additionally, the Company started sales tax collection on corporate sales in applicable states in August 2022 and on SoHo sales during 2024.
In the third quarter of 2022, the Company initiated a Voluntary Disclosure Agreement (“VDA”) process to voluntarily report its sales tax liability related to prior periods where the Company had previously not been able to estimate its exposure. The Company recorded an accrual as the exposure became probable and estimable. The VDA process was completed in the fourth quarter of 2023. While the Company believes that it has sufficiently reserved for historical sales tax liabilities under FASB ASC Topic No. 450, Contingencies, some state taxing authorities may still challenge the Company’s sales tax position, the methodology used to calculate the sales tax liability and may also impose other taxes on its business. Taxing authorities may successfully assert that the Company should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and could be subject to liability with respect to past or future tax, which could adversely affect the Company’s operating results.
The Company has recorded a sales tax expense within general and administrative expenses in the Consolidated Statements of Income of $1.0 million, $2.0 million and $9.4 million for the years ended December 31, 2024, 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 Consolidated Balance Sheets was $5.9 million and $7.3 million as of December 31, 2024 and 2023, respectively.
v3.25.0.1
Other Balance Sheet Account Details
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Other Balance Sheet Account Details Other Balance Sheet Account Details
Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following as of December 31, 2024 and 2023 (in thousands):
20242023
Prepaid insurance$2,601 $939 
Prepaid income taxes2,065 3,698 
Prepaid marketing expense
3,365 — 
Prepaid software licenses4,346 3,232 
Other prepaid expenses3,389 1,799 
Other current assets292 523 
Total$16,059 $10,191 
Accounts payable and accrued expenses
Accounts payable and accrued expenses consisted of the following as of December 31, 2024 and 2023 (in thousands):
20242023
Accounts payable$7,383 $9,858 
Accrued sales and other taxes6,796 8,806 
Accrued interest7,939 9,885 
Accrued compensation10,425 4,337 
Accrued advertising expenses2,719 2,485 
Other accrued expenses1,216 1,135 
Total$36,477 $36,506 
v3.25.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Income from operations before income taxes for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
 Years Ended December 31,
 2024 2023 2022
Domestic$46,637 $30,998 $7,772 
Foreign75,608 72,166 91,141 
Income before income taxes$122,245 $103,164 $98,913 
Income tax expense consists of the following (in thousands):
 Years Ended December 31,
 2024 2023 2022
Current:  
Federal$19,296  $17,330  $13,327 
State3,774  4,058  1,941 
Foreign7,261  1,945  12,669 
Total current tax expense
30,331  23,333  27,937 
 
Deferred:     
Federal(3,733) (852) (5,851)
State2,364  (884) (1,359)
Foreign3,848  4,272  5,472 
Total deferred tax expense (benefit)
2,479  2,536  (1,738)
Income tax expense
$32,810  $25,869  $26,199 
A reconciliation of the statutory federal income tax rate with Consensus’ effective income tax rate is as follows:
 Years Ended December 31,
 202420232022
Statutory tax rate21.0 %21.0 %21.0 %
State income taxes, net2.0 2.1 1.2 
Foreign rate differential(2.9)(1.8)(1.8)
Foreign income inclusion5.1 7.9 6.3 
Foreign tax credit(3.3)(5.7)(3.6)
Reserve for uncertain tax positions2.9 3.1 2.1 
Valuation allowance0.8 — — 
Impact on deferred taxes of enacted tax law and rate changes0.3 (0.1)0.1 
Tax credits and incentives(2.1)(2.6)(2.4)
Executive compensation0.3 1.4 3.1 
Return to provision adjustments0.3 (0.9)0.8 
Other2.4 0.7 (0.3)
Effective tax rates26.8 %25.1 %26.5 %
The effective tax rate for the years ended December 31, 2024, 2023, and 2022 differs from the federal statutory rate primarily due to the foreign income inclusion, an increase in the net reserve for uncertain tax positions, impact of jurisdictional mix of earnings, various tax credits and certain expenses not deductible for tax purposes.
The primary foreign tax jurisdictions that the Company operates in are: Canada, Ireland and Japan with a statutory tax rate of 26.5%, 12.5% and 30.6%, respectively.
Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows (in thousands):
 
December 31,
 20242023
Deferred tax assets:
Net operating loss carryforwards$44 $56 
Tax credit carryforwards1,716 1,323 
Accrued expenses1,264 1,214 
Allowance for bad debt1,401 1,582 
Share-based compensation expense3,568 2,210 
Basis difference in intangibles9,259 15,657 
Basis difference in developed software2,772 1,907 
Deferred revenue918 940 
Operating lease3,550 3,734 
State taxes665 506 
Section 163(j) interest limitation7,820 7,279 
Other2,769 1,711 
 35,746 38,119 
Less: valuation allowance(1,064)(45)
Total deferred tax assets$34,682 $38,074 
  
Deferred tax liabilities: 
Basis difference in property and equipment$(132)$(399)
ROU asset(1,617)(1,586)
Prepaid insurance(1,757)(1,344)
Other(1,546)(974)
Total deferred tax liabilities(5,052)(4,303)
Net deferred tax assets$29,630 $33,771 
Reported as:
Deferred income taxes (non-current assets)
$30,521 $34,869 
Deferred income taxes (non-current liabilities)
891 1,098 
Net deferred tax assets
$29,630 $33,771 
The Company had approximately $29.6 million and $33.8 million in net deferred tax assets as of December 31, 2024 and 2023, respectively, related primarily to basis difference in intangibles and developed software and the Section 163(j) interest limitation. Based on the weight of available evidence, the Company assesses whether it is more likely than not that some portion or all of a deferred tax asset will not be realized. If necessary, the Company records a valuation allowance sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. As of December 31, 2024, the Company had a valuation allowance of $1.1 million against its foreign tax credit. As of December 31, 2023, the Company had a minimal amount of valuation allowance against its deferred tax assets of foreign net operating losses.
As of December 31, 2024 and 2023, the Company had interest expense limitation carryforward of $32.9 million and $30.4 million, respectively, which carries forward indefinitely.
As of December 31, 2024 and 2023, the Company had $1.7 million and $1.3 million foreign tax credit carryforward, respectively. If unused, these credits will begin to expire in 2031.
In addition, as of December 31, 2024 and 2023, the Company had state research and development tax credits of $1.7 million and $1.8 million, respectively, which can be carried forward indefinitely.
Federal and state laws can impose substantial restrictions on the utilization of tax credit carryforwards in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. The Company has determined that no significant limitation would be placed on the utilization of its tax credit carryforwards due to ownership changes.
The Company had approximately $273.0 million of undistributed earnings from foreign subsidiaries as of December 31, 2024. The Company considers earnings of $31.7 million of certain non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. If the Company decides to repatriate these foreign earnings, the Company would need to adjust the income tax provision in the period in which it is determined that the earnings will no longer be indefinitely invested outside the United States.
Certain tax payments are prepaid during the year and are included within prepaid expenses and other current assets on the Consolidated Balance Sheets. The Company’s prepaid tax payments were $2.1 million and $3.7 million at December 31, 2024 and 2023, respectively (see Note 11 - Other Balance Sheet Account Details).
Uncertain Income Tax Positions
Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets.
The aggregated changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2024, 2023 and 2022, is as follows (in thousands):
Years Ended December 31,
202420232022
Beginning balance $8,487 $5,742 $3,735 
Decreases related to tax positions taken during a prior year— — (863)
Increases related to tax positions taken in the current year2,796 2,745 2,870 
Ending balance$11,283 $8,487 $5,742 
As of December 31, 2024, the total amount of unrecognized tax benefits, excluding interest and penalties, was $11.3 million, which, if recognized, would affect the Company’s effective tax rate. As of December 31, 2023, the total amount of unrecognized tax benefits, excluding interest and penalties, was $8.5 million, which, if recognized, would affect the Company’s effective tax rate. As of December 31, 2022, the total amount of unrecognized tax benefits, excluding interest and penalties, was $5.7 million, which, if recognized, would affect the Company’s effective tax rate.
The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2024 and 2023, the total amount of interest and penalties accrued was $2.0 million and $1.2 million, respectively, which is classified as a liability for uncertain tax positions on the Consolidated Balance Sheets. In connection with tax matters, the Company recognized interest and penalty expense in 2024, 2023 and 2022 of $0.8 million, $0.3 million and $0.1 million, respectively.
Uncertain income tax positions are reasonably possible to significantly change during the next 12 months as a result of completion of income tax audits and expiration of statutes of limitations. At this point, it is not possible to provide an estimate of the amount, if any, of significant changes in reserves for uncertain income tax positions as a result of the completion of income tax audits that are reasonably possible to occur in the next 12 months. In addition, the Company cannot currently
estimate the amount of, if any, uncertain income tax positions which will be released in the next 12 months as a result of expiration of statutes of limitations.
The Company files tax returns in the U.S., Ireland, Canada, Japan, Netherlands, France and Hong Kong. As of December 31, 2024, the Company is not under audit in any jurisdiction that it operates within. With respect to these international subsidiaries, tax returns filed for the years from 2018 onwards are still open to examination by tax authorities.
v3.25.0.1
Stockholders' Deficit
 12 Months Ended
Dec. 31, 2024
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, which was subsequently extended through February 2028 (see Note 20 - Subsequent Events). The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans and during the years ended December 31, 2024 and 2023, the Company repurchased 57,063 and 839,548 shares, respectively, at an aggregate cost of $1.0 million and $23.7 million (inclusive of excise tax of $0.2 million), respectively, under this program. Cumulatively as of December 31, 2024, 1,085,725 shares have been repurchased at an aggregate cost of $32.3 million (inclusive of excise tax of $0.2 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.
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 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 years ended December 31, 2024, 2023 and 2022 the Company withheld shares on its vested restricted stock units and restricted stock awards relating to its share-based compensation plans of 122,406, 61,878 and 71,509 shares, respectively.
Refer to Note 14 - Equity Incentive and Employee Stock Purchase Plan, for shares of common stock issued in relation to the Company’s equity incentive plan.
Dividends    
The Company currently does not issue dividends to Consensus shareholders. Future dividends are subject to the approval of the Company’s Board of Directors. Our current debt agreements could trigger restrictions on dividend payments under certain circumstances (see Note 8 - Long-Term Debt).
v3.25.0.1
Equity Incentive and Employee Stock Purchase Plan
 12 Months Ended
Dec. 31, 2024
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 Consensus Cloud Solutions, Inc. 2021 Employee Stock Purchase Plan (the “Purchase Plan”).
The 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 December 31, 2024, 1,357,360 shares were available to be issued 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 generally 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. The Company granted 809,439, 567,218 and 216,959 restricted stock units during the years ended December 31, 2024, 2023 and 2022, respectively.
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), based on the award agreement. 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 the 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 years ended December 31, 2024, 2023 and 2022, the Company granted 190,749, 122,150 and 42,586 shares, respectively, of market-based restricted stock units. The per share weighted-average grant-date fair values of the market-based awards granted during the years ended December 31, 2024, 2023 and 2022 were $24.34, $23.69 and $55.47, respectively, as determined by the Monte Carlo valuation. Notwithstanding the valuation, for the underlying stock price assumption, all market-based stock awards utilize the market value at the close of business on the date the grant is awarded.
The Monte Carlo valuation model used to estimate the fair value of the market-based awards granted utilized the following weighted-average assumptions:
December 31, 2024December 31, 2023December 31, 2022
Underlying stock price at valuation date$25.04 $25.00 $59.66 
Expected volatility63.9 %50.0 %43.8 %
Risk-free interest rate4.1 %4.2 %3.6 %
Contractual term8 years8 years8 years
Restricted stock activity for the years ended December 31, 2024, 2023 and 2022 is set forth below: 
Number of Shares
Weighted-Average
Grant-Date
Fair Value
Nonvested at January 1, 2022
65,235 $38.46 
Granted884 37.67 
Vested(30,703)38.50 
Canceled— — 
Nonvested at December 31, 2022
35,416 38.42 
Granted— — 
Vested(19,737)37.77 
Canceled— — 
Nonvested at December 31, 2023
15,679 39.24 
Granted— — 
Vested(9,225)37.95 
Canceled(6,454)41.07 
Nonvested at December 31, 2024
— $— 
As of December 31, 2024, the Company had no unrecognized share-based compensation cost related to its restricted stock awards, as they have been fully expensed as of the end of the period.
Restricted stock unit activity for the years ended December 31, 2024, 2023 and 2022 is set forth below:
Number of
Shares
Weighted-Average
Grant-Date
Fair Value
Outstanding at January 1, 2022
1,013,097 $50.71 
Granted259,545 57.61 
Vested(165,494)54.72 
Canceled(24,697)56.20 
Outstanding at December 31, 2022
1,082,451 51.63 
Granted689,368 27.21 
Vested(173,356)55.96 
Canceled(37,906)55.45 
Outstanding at December 31, 20231,560,557 40.27 
Granted1,000,188 24.04 
Vested(383,225)37.58 
Canceled(81,204)34.41 
Outstanding at December 31, 20242,096,316 $33.24 
As of December 31, 2024, the Company had unrecognized share-based compensation cost related to its restricted stock units of $39.4 million, which is expected to be recognized over a weighted-average period of 2.7 years.
The Company recognized $1.9 million, $0.9 million and $1.3 million of tax benefits related to the share-based compensation costs for the years ended December 31, 2024, 2023 and 2022, respectively, related to the 2021 Plan.
Employee Stock Purchase Plan (“ESPP”)
In October of 2021, Consensus established the Purchase Plan, which provides 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 on the first or last day of the offering period, with each offering period being six months.
The plan includes a provision which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and therefore, the Company is required to recognize compensation expense. The compensation cost 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 its Board of Directors. Estimated forfeiture rates were 5.93%, 7.69% and 6.73% as of December 31, 2024, 2023 and 2022, respectively.
During 2024, 2023 and 2022, 81,674, 56,663 and 32,096 Consensus shares were purchased under the Purchase Plan for a weighted average purchase price of $16.33, $24.45 and $40.39 per share, respectively. Cash received upon issuance of the Company’s common stock under the Purchase Plan was $1.3 million, $1.4 million and $1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there are 819,146 shares available under the Purchase Plan for future issuance.
The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions:
December 31, 2024December 31, 2023December 31, 2022
Risk-free interest rate4.44%5.38%4.54%
Expected term (in years)0.50.50.5
Dividend yield0.00%0.00%0.00%
Expected volatility49.53%53.57%48.19%
Weighted average volatility49.53%53.57%48.19%
v3.25.0.1
Defined Contribution 401(k) Savings Plan
 12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Defined Contribution 401(k) Savings Plan Defined Contribution 401(k) Savings Plan
Consensus has a 401(k) Savings Plan that qualifies under Section 401(k) of the Internal Revenue Code. Eligible U.S. employees may contribute a portion of their salary through payroll deductions, subject to certain limitations. The Company may make annual contributions at its sole discretion to these plans. For the years ended December 31, 2024, 2023 and 2022, the Company made contributions of $1.1 million, $1.1 million and $0.8 million, respectively, to this 401(k) Savings Plan.
v3.25.0.1
Earnings Per Share
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
The components of basic and diluted earnings per share for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except share and per share data):
 Years Ended December 31,
 20242023
2022
Numerator for basic and diluted net income per common share:   
Net income attributable to common shareholders
$89,435 $77,295 $72,714 
Net income available to participating securities (1)
(9)(59)(143)
Net income available to common shareholders from operations
$89,426 $77,236 $72,571 
Denominator:   
Weighted-average outstanding shares of common stock 19,286,579 19,582,460 19,863,286 
Dilutive effect of: 
Equity incentive plans94,227 13,970 75,351 
Employee stock purchase plan3,043 4,522 15,148 
Common stock and common stock equivalents 19,383,849 19,600,952 19,953,785 
Net income per share from operations:
   
Basic$4.64 $3.94 $3.65 
Diluted$4.62 $3.94 $3.64 
(1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
For the years ended December 31, 2024, 2023 and 2022, 1,144,088, 872,418 and 509,280 anti-dilutive shares were excluded from earnings per share calculation, respectively.
v3.25.0.1
Segment Information
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
The following presents the segment information of Cloud Fax (in thousands):
 
Years Ended December 31,
 202420232022
  
Revenues$350,382 $362,562 $362,422 
Less:
Salary and benefits83,361 80,503 73,859 
Marketing20,544 34,825 39,330 
Phone operations16,003 17,989 18,695 
Outside services15,801 20,166 18,262 
Depreciation and amortization20,516 17,421 15,302 
Other segment items (1)
44,757 44,429 45,056 
Segment operating profit149,400 147,229 151,918 
Interest expense(33,979)(45,367)(51,423)
Interest income2,546 3,715 — 
Other income (expense), net (2)
4,278 (2,413)(1,582)
Segment earnings before income taxes$122,245 $103,164 $98,913 
Income tax expense32,810 25,869 26,199 
Segment net income$89,435 $77,295 $72,714 
(1) Other segment items includes: database hosting expenses, computer and related expenses, processing fees, bad debt expense, taxes and insurance expenses, office expenses, travel and entertainment expenses, other administrative expenses and miscellaneous expenses.
(2) Other income (expense), net includes: gain/loss on foreign currency exchange and miscellaneous income/expense
The Company maintains operations in the U.S., Canada, Ireland and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands):
 Years Ended December 31,
 202420232022
Revenues:  
United States$276,472 $286,829 $286,044 
Canada53,449 52,216 49,392 
Ireland12,035 14,534 17,773 
All other countries8,426 8,983 9,213 
Foreign countries73,910 75,733 76,378 
Total$350,382 $362,562 $362,422 
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):
December 31,
2024		December 31,
2023
Long-lived assets:  
United States$106,244 $87,378 
Canada191 196 
Ireland155 250 
All other countries1 138 
Foreign countries347 584 
Total$106,591 $87,962 
v3.25.0.1
Supplemental Cash Flows Information
 12 Months Ended
Dec. 31, 2024
Supplemental Cash Flow Information [Abstract]  
Supplemental Cash Flows Information Supplemental Cash Flows Information
Cash paid for interest on outstanding debt during the years ended December 31, 2024, 2023 and 2022 was $43.5 million, $51.4 million and $51.9 million, respectively.
The Company capitalized $2.9 million, $2.6 million and $1.4 million of interest expense within property and equipment, net on the Company’s Consolidated Balance Sheets during the years ended December 31, 2024, 2023 and 2022, respectively.
The Company capitalized $2.8 million, $1.9 million and $1.5 million of share-based compensation cost within property and equipment, net on the Company’s Consolidated Balance Sheets during the years ended December 31, 2024, 2023 and 2022, respectively.
Cash paid for income taxes net of refunds received was $26.4 million, $16.6 million and $36.5 million during the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Accumulated Other Comprehensive Loss
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss
The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the years ended December 31, 2024, 2023 and 2022 (in thousands):
Foreign Currency Translation
Balance as of January 1, 2022
$(16,857)
     Other comprehensive loss before reclassifications(2,251)
Net current period other comprehensive loss
(2,251)
Balance as of December 31, 2022
$(19,108)
Other comprehensive income before reclassifications5,931 
Net current period other comprehensive income
5,931 
Balance as of December 31, 2023
$(13,177)
     Other comprehensive loss before reclassifications
(9,874)
Net current period other comprehensive loss
(9,874)
Balance as of December 31, 2024
$(23,051)
There were no reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022.
v3.25.0.1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
 12 Months Ended
Dec. 31, 2024
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Description
Balance at
Beginning
of Period
Additions:
Charged to
Costs and
Expenses
Deductions:
Write-offs (1)
and recoveries
Balance
at End
of Period
Year Ended December 31, 2024:
Allowance for doubtful accounts$6,271 $5,104 $(5,601)$5,774 
Year Ended December 31, 2023:
Allowance for doubtful accounts$4,681 $5,897 $(4,307)$6,271 
Year Ended December 31, 2022:
Allowance for doubtful accounts$4,743 $1,157 $(1,219)$4,681 
(1)     Represents specific amounts written off that were considered to be uncollectible.
v3.25.0.1
Subsequent Event
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Event Subsequent Events
In connection with the Company’s Debt Repurchase Program (see Note 8 - Long-Term Debt), the Company paid $0.9 million, which includes accrued interest, to repurchase $0.9 million in principal of its senior notes subsequent to year-end.
On February 19, 2025, the Company’s Board of Directors authorized and approved a three year extension of the ongoing share repurchase program for up to $100.0 million of the currently outstanding shares of the Company’s common stock originally approved by the Board of Directors on March 1, 2022 and set to expire in February 2025. Subject to any future extension in the discretion of the Company’s Board of Directors, the repurchase program is now scheduled to expire on the earlier of: i) in February 2028; ii) when a maximum of $100.0 million of the Company’s common stock has been repurchased or; iii) when such program is discontinued by the Company’s Board of Directors (see Note 13 - Stockholders' Deficit).
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net income $ 89,435 $ 77,295 $ 72,714
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
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
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
The Company employs systems and processes designed to oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems we use.
Information Security Policy and Requirements
The Company’s Information Security Policy (“Policy”) is based upon the International Organization for Standardization (“ISO”) 27001, Health Information Trust Alliance (“HITRUST”) Common Security Framework (“CSF”), System and Organization Controls 2 Type 2 (“SOC 2 Type 2”), and Payment Card Industry Data Security Standard (“PCI DSS”) frameworks and standards and provides specific and detailed direction and support for appropriately maintaining the overall security, confidentiality, integrity, and availability of information within the Company. The Policy covers all processes, equipment, hardware, and software owned or under the control of the Company as well as networks operated by third parties containing Company information or processes. It addresses the Company’s procedures and controls for, including but not limited to, asset and data management, user access and authentication, personnel education/trainings, change management, risk management, system configurations, security monitoring and reporting, vulnerability management, and business continuity and disaster recovery. The Policy applies to all employees, consultants, contractors, and other such persons (“Personnel”) with access to the aforementioned processes, equipment, hardware, and software. The Policy requires that Personnel agree to and are
trained annually on all components of the Policy as a condition of employment, partnership, or temporary affiliation with the Company.
Employee Trainings
All Company employees must complete trainings at least annually on various security threats and best practices including, but not limited to, trainings on the following topics: the Company’s Information Security Policy; Information Security Incident Response Plan; HIPAA, PCI Compliance; General Data Protection Regulation (“GDPR”) and CCPA; Security Awareness and Incident Response Training covering Social Engineering Phishing (identification and common red flags), Social Media safety best practices, Internet Security best practices, and Incident response training for end-users; and Phishing. In addition, our developers must complete Secure Code / Secure Application Development Training based on Open Web Application Security Project top 10 standards.
Incident Response
Our Company has adopted an Information Security Incident Response Plan that applies in the event of a cybersecurity threat or incident (the “IRP”) to provide a standardized framework for responding to security incidents. The IRP sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate. In general, our incident response process follows the National Institute of Standards and Technology (“NIST”) framework and focuses on four phases: preparation; detection and analysis; containment, eradication and recovery; and post-incident remediation.
The IRP requires an Information Security Incident Response Team (“IRT”) which includes, at a minimum, the following representatives: CTO, CISO, CLO, Data Protection Officer, and department heads of Network Operations, Engineering, and Information Security to oversee all details of the incident response. The IRP applies to all Company personnel (including third-party contractors, vendors and partners) that perform functions or services that require access to secure Company information, and to all devices and network services that are owned or managed by the Company.
Third-Party Certifications and Audits
In addition to our internal cybersecurity capabilities, we regularly engage with consultants, and other third parties to assist with assessing, identifying, and managing cybersecurity risks. Specifically, the Company is engaged with third-party auditors for HITRUST, PCI, and SOC 2 Type 2 for annual certification. We are also engaged with a third-party Data Protection Officer to oversee compliance with the GDPR.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
We have implemented a cybersecurity program to assess, identify, and manage risks from cybersecurity threats that may result in material adverse effects on the confidentiality, integrity, and availability of our information systems.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
Board of Directors
Our Board of Directors, in coordination with the Audit Committee of the Board of Directors (the “Audit Committee”), oversees the Company’s enterprise risk management process, including the management of risks arising from cybersecurity threats. Our Board of Directors has delegated the primary responsibility to oversee cybersecurity matters to the Audit Committee. The Audit Committee regularly reviews the measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. As part of such reviews, the Audit Committee receives presentations at least quarterly from members of our team responsible for overseeing the Company’s cybersecurity risk management, including the Chief Information Security Officer (“CISO”), Chief Technology Officer (“CTO”), Chief Legal Officer (“CLO”), and Head of Internal Audit, which address topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties. Then, the Audit Committee and such members of our management team report to the Board of Directors on a quarterly basis, with an in-depth review at least annually, on data protection and cybersecurity matters. Additionally, the Company has protocols for cybersecurity incidents that meet established reporting thresholds for escalation within the Company including, where appropriate, reporting to the Board of Directors and Audit Committee, with required updates for ongoing matters until any such incident has been addressed and resolved.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] At the management level, our Cybersecurity and Governance Council, composed of the CISO, CTO, CLO, Chief Revenue Officer and Executive Vice President of Operations, and Head of Internal Audit has broad oversight of the Company’s risk management processes. The Cybersecurity and Governance Council meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our CISO invites team members from the product and technology groups to attend each Cybersecurity and Governance Council meeting to report on ongoing or relevant cybersecurity and compliance matters. The Cybersecurity and Governance Council reports any material developments to the Audit Committee on a quarterly basis.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Cybersecurity and Governance Council meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our CISO invites team members from the product and technology groups to attend each Cybersecurity and Governance Council meeting to report on ongoing or relevant cybersecurity and compliance matters. The Cybersecurity and Governance Council reports any material developments to the Audit Committee on a quarterly basis.
Cybersecurity Risk Role of Management [Text Block]
Management
The Company has implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. At the management level, our Cybersecurity and Governance Council, composed of the CISO, CTO, CLO, Chief Revenue Officer and Executive Vice President of Operations, and Head of Internal Audit has broad oversight of the Company’s risk management processes. The Cybersecurity and Governance Council meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our CISO invites team members from the product and technology groups to attend each Cybersecurity and Governance Council meeting to report on ongoing or relevant cybersecurity and compliance matters. The Cybersecurity and Governance Council reports any material developments to the Audit Committee on a quarterly basis.
Our CISO, who has extensive cybersecurity knowledge and skills gained from over 20 years of work experience at the Company and elsewhere, heads the team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across our business. The CISO receives reports on cybersecurity threats from industry threat reports, and the team members in Information Security who are responsible for various parts of the business on an ongoing basis and in conjunction with management regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our CISO and the team work closely with Legal and Internal Audit to oversee compliance with legal, regulatory, and contractual security requirements.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] At the management level, our Cybersecurity and Governance Council, composed of the CISO, CTO, CLO, Chief Revenue Officer and Executive Vice President of Operations, and Head of Internal Audit has broad oversight of the Company’s risk management processes. The Cybersecurity and Governance Council meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our CISO invites team members from the product and technology groups to attend each Cybersecurity and Governance Council meeting to report on ongoing or relevant cybersecurity and compliance matters. The Cybersecurity and Governance Council reports any material developments to the Audit Committee on a quarterly basis.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our CISO, who has extensive cybersecurity knowledge and skills gained from over 20 years of work experience at the Company and elsewhere, heads the team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across our business.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]
The Company has implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. At the management level, our Cybersecurity and Governance Council, composed of the CISO, CTO, CLO, Chief Revenue Officer and Executive Vice President of Operations, and Head of Internal Audit has broad oversight of the Company’s risk management processes. The Cybersecurity and Governance Council meets regularly to discuss the risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our CISO invites team members from the product and technology groups to attend each Cybersecurity and Governance Council meeting to report on ongoing or relevant cybersecurity and compliance matters. The Cybersecurity and Governance Council reports any material developments to the Audit Committee on a quarterly basis.
Our CISO, who has extensive cybersecurity knowledge and skills gained from over 20 years of work experience at the Company and elsewhere, heads the team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across our business. The CISO receives reports on cybersecurity threats from industry threat reports, and the team members in Information Security who are responsible for various parts of the business on an ongoing basis and in conjunction with management regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our CISO and the team work closely with Legal and Internal Audit to oversee compliance with legal, regulatory, and contractual security requirements.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Principles of Consolidation Principles of Consolidation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates Use of Estimates
The preparation of 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 net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, internal-use software development costs, share-based compensation expense and income taxes. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to factors such as inflationary pressures and elevated interest rates.
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 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 No. 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.
.
Performance Obligations
Generally, the Company’s contracts with customers include one performance obligation, however, certain contracts may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on their relative standalone selling price.
The Company satisfies its performance obligations upon delivery of products or services to its customers. Payment terms vary by type and location of the Company’s customers and the products and services offered. The time between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns.
Significant Judgments
Determining whether products and services are considered distinct performance obligations may require significant judgment. When a contract includes both on-premises software licenses and cloud-based services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud-based service and recognized over time.
Judgment is also required to determine the standalone selling price for each distinct performance obligation when there are multiple performance obligations. In certain cases, the Company is able to establish the standalone selling price based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a range of amounts to estimate the standalone selling price when each of the products and services is sold separately to determine whether there is a discount to be allocated based on the relative standalone selling price of the various products and services.
Performance Obligations Satisfied Over Time
The Company’s business consists primarily of performance obligations that are satisfied over time based on the fact that the nature of the cloud-based services offered is subscription based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services is recognized over the contract period when services are provided. The Company expects to recognize revenue for Corporate contracts typically in a range from month-to-month up to 36 months and recognize revenue for SoHo contracts in a range from month-to-month up to one year. Revenue from usage-based fees is recognized in proportion to the amount for which the Company has the right to invoice for services performed, which corresponds with the utilization of the services by the customer.
The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services.
Practical Expedients
Existence of a Significant Financing Component in a Contract
As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges an upfront subscription amount for services, or an amount for usage in arrears, or a combination thereof, as other payment terms would affect the nature of the risk assumed by the Company due to the costs of the customer acquisition and the highly competitive and commoditized nature of the business the Company operates.
Costs to 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.
Fair Value Measurements Fair Value Measurements
Consensus complies with the provisions of FASB ASC Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities (see Note 5 - Fair Value Measurements).
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and long-term debt are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value due to the short-term nature of such instruments. The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available (see Note 8 - Long-Term Debt).
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 resulting from adjustments due to observable price changes, if applicable, are reported within earnings on the Consolidated Statement of Income.
As of December 31, 2024 and 2023, the carrying amount of the Company’s investments accounted for under the measurement alternative method in accordance with ASC 321 was $4.0 million and is included in other assets within the Company’s 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 years ended December 31, 2024 and 2023, the Company did not recognize any unrealized gains or losses and did not have any impairments during the respective periods.
Cash and Cash Equivalents Cash and Cash Equivalents
The Company considers cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of three months or less at the purchase date.
Debt Issuance Costs Debt Issuance Costs
The Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs as a reduction to the debt amount. These costs are amortized and included in interest expense over the life of the related debt security using the effective interest method.
Concentration of Credit Risk Concentration of Credit RiskAll of the Company’s cash and cash equivalents are invested at major financial institutions. These institutions are required to invest the Company’s cash in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital.
Foreign Currency Foreign CurrencySome of Consensus’ foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities of those subsidiaries are translated into U.S. Dollars at exchange rates prevailing at the balance sheet dates. Revenues, costs and expenses of those subsidiaries are translated into U.S. Dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive loss.
Property and Equipment Property and EquipmentProperty and equipment are stated at cost. Equipment under finance leases is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income. The estimated useful lives of property and equipment range from 1 to 10 years. Leasehold improvements are amortized on a straight-line basis over their estimated useful lives or the related lease term, if less (see Note 6 - Property and Equipment).
Internal-Use Software Development Costs Internal-Use Software Development Costs
The Company capitalizes certain internal-use software and website development costs that are incurred during the application development stage, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Management estimates the stage of development as well as the time allocated to internal-use software projects. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives, which is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Income. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from 1 to 7 years (see Note 6 - Property and Equipment).
Impairment or Disposal of Long-Lived and Intangible Assets Impairment or Disposal of Long-Lived Assets and Finite-Lived Intangible 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 finite-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 are those that could individually or in combination trigger an impairment review include the following:
•Significant underperformance relative to historical or projected future operating results;
•Significant changes in the manner of our 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 determined that the carrying value of finite-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 finite-lived assets may not be recoverable. There were no impairments of long-lived assets or finite-lived intangible assets recorded in 2024, 2023 and 2022.
Business Combinations and 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. 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. 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 cost of revenues and general and administrative expenses on the 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 for impairment annually or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, on October 1, 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. The Company has a
single reporting unit. In the fourth quarter of 2024, the Company performed the annual impairment test for goodwill for the year ended December 31, 2024 using a qualitative assessment, primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific events. There was no accumulated impairment of the Company’s goodwill as of December 31, 2024. The Company performed the annual impairment test for intangible assets with indefinite lives for the year ended December 31, 2024 using a qualitative assessment primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific events.
Income Taxes Income Taxes
The Company’s income is subject to taxation in 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 12 - 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 recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Income.
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 the stock price on the date of grant, expected term of the award, stock price volatility, risk free interest rate, dividend rate and forfeiture rate. These inputs are subjective and are determined using management’s judgment. The Company estimates the expected term based upon the contractual term of the award (see Note 14 - 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 (see Note 16 - Earnings Per Share).
Research, Development and Engineering Research, Development and Engineering
Research, development and engineering costs are expensed as incurred. Development of internal-use software is capitalized and amortized as described in paragraph (l).
Segment Reporting Segment Reporting
FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about reportable segments in their annual consolidated financial statements and requires that those entities report selected information about reportable segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker (“CODM”), who is our chief executive officer (“CEO”), for making operating and investment decisions and for assessing performance. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. The CEO uses consolidated profit or loss from operations before interest and income taxes to allocate resources predominantly in the annual budget and forecasting process. The CEO considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel. The CEO also uses consolidated profit or loss from operations before interest and income taxes and consolidated net income to assess performance. Accordingly, the Company has determined that it operates one reportable segment known as Cloud Fax (see Note 17 - Segment Information). The consolidated financial statements and related disclosures reflect the segment operations of Cloud Fax.
Advertising Costs Advertising CostsAdvertising costs are expensed as incurred and are included in sales and marketing expenses on our Consolidated Statements of Income.
Recent Accounting Pronouncements Recent Accounting Pronouncements
In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of a variety of topics in the accounting standards codification in order to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The amendments in this ASU are effective for all fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted ASU 2023-07 for the year ended December 31, 2024 (see Note 17 - Segment Information).
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments are intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this ASU should be applied on either a prospective or retrospective basis. The amendments in this ASU are effective for fiscal periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement: Expense Disaggregation Disclosures. The amendments in this ASU require disclosure of more information about certain expenses and costs and should be applied on either a prospective or retrospective basis. The amendments in this ASU are effective for fiscal periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
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.
Fair Value Measurements
The Company complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
§Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
§Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
§Level 3 – Unobservable inputs which are supported by little or no market activity.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents include money market funds of $26.8 million and $72.1 million as of December 31, 2024 and 2023, 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 8 - Long-Term Debt). The carrying value of long-term debt is reflected in the financial statements at cost.
Assets Measured on a Non-Recurring Basis
The Company’s non-financial assets, which primarily consist of goodwill, indefinite-lived intangibles assets, long-lived assets and equity securities without a readily determinable fair value are reported at carrying value, or at fair value as of their acquisition dates, and are not required to be measured at fair value on a recurring basis. However, if any of these types of assets become impaired, the carrying values of the assets are written down to fair value using Level 3 inputs.
Leases 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 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 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 Consolidated Statements of Income. Interest related to finance lease right-of-use assets, if any, is included in interest expense in the Consolidated Statements of Income. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
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Revenues (Tables)
 12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
Revenues from external customers classified by revenue source are as follows (in thousands):
Years Ended December 31,
202420232022
Corporate$209,112 $199,621 $192,195 
Small office home office (“SoHo”)141,258 162,916 170,199 
Other12 25 28 
Total revenues$350,382 $362,562 $362,422 
Timing of revenue recognition
Point in time$1,064 $427 $557 
Over time349,318 362,135 361,865 
Total revenues$350,382 $362,562 $362,422 
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Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment
Property and equipment, stated at cost, at December 31, 2024 and 2023 consisted of the following (in thousands):
20242023
Internal-use software development costs
$88,244 $51,396 
Computers, software and equipment
18,616 21,701 
Furniture and fixtures
882 887 
Leasehold improvements1,715 1,720 
Internal-use software development costs in process
46,676 48,022 
156,133 123,726 
Less: Accumulated depreciation and amortization(56,057)(42,530)
 Total property and equipment, net$100,076 $81,196 
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Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The changes in carrying amounts of goodwill for the years ended December 31, 2024 and 2023 are as follows (in thousands):
Amount
Balance as of January 1, 2023
$346,585 
Foreign exchange translation
2,237 
Balance as of December 31, 2023
$348,822 
Foreign exchange translation
(3,786)
Balance as of December 31, 2024
$345,036 
Indefinite Intangible Assets
Intangible assets are summarized as of December 31, 2024 and 2023 as follows (in thousands):
20242023
Trade names$27,316 $27,367 
Other4,045 4,045 
Total$31,361 $31,412 
Intangible Assets Subject to Amortization
As of December 31, 2024, intangible assets subject to amortization are summarized as follows (in thousands):
Weighted-Average Remaining
  Amortization
Period
Historical
Cost		Accumulated
Amortization		Net
Trade names0.2 years$8,107 $7,826 $281 
Patent and patent licenses0.0 years54,341 54,341 — 
Customer relationships (1)
2.1 years107,287 99,054 8,233 
Other purchased intangibles1.2 years11,914 10,576 1,338 
Total $181,649 $171,797 $9,852 
(1) The Company amortizes its customer relationship assets in a pattern that best reflects the pace in which the assets’ benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first four to five years, which may not correlate to the overall life of the asset.
As of December 31, 2023, intangible assets subject to amortization are summarized as follows (in thousands):
Weighted-Average Remaining
  Amortization
Period
Historical
Cost		Accumulated
Amortization		Net
Trade names0.3 years$8,199 $7,789 $410 
Patent and patent licenses
0.0 years54,341 54,341 — 
Customer relationships (1)
2.6 years108,417 97,333 11,084 
Other purchased intangibles1.8 years11,989 9,905 2,084 
Total $182,946 $169,368 $13,578 
(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
Expected amortization expenses for intangible assets subject to amortization at December 31, 2024 are as follows (in thousands):
Fiscal Year:Amount
2025$2,593 
20262,089 
20271,388 
2028986 
2029803 
Thereafter1,993 
Total$9,852 
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Long-Term Debt (Tables)
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Summary of Long-term Debt
Long-term debt as of December 31, 2024 and 2023 consists of the following (in thousands):
20242023
2026 Senior Notes$248,980 $280,014 
2028 Senior Notes349,137462,414 
Total
598,117 742,428 
Less: deferred issuance costs
(5,135)(8,448)
Total debt
592,982 733,980 
Less: current portion, net of debt issuance costs
(18,902)(8,575)
Total long-term debt, less current portion
$574,080 $725,405 
Future Principal Payments for Debt
At December 31, 2024, future contractual principal payments for debt were as follows (in thousands):
Total
Fiscal year:
2025 (1)
$890 
2026248,980 
2027— 
2028348,247 
2029— 
Thereafter— 
Total
$598,117 
(1) The Company has reclassified $0.9 million from the 2028 period into the 2025 period as debt repurchases were made subsequent to December 31, 2024, but prior to the filing of these financial statements (see Note 20 - Subsequent Events).
Additional Information Related to Senior Notes
The following table provides additional information related to our 2026 Senior Notes as of December 31, 2024 and 2023 (in thousands):
20242023
Principal amount of 2026 Senior Notes
$248,980 280,014
Less: Debt issuance costs(1,536)(2,612)
Net carrying amount of 2026 Senior Notes
$247,444 $277,402 
The following table provides additional information related to our 2028 Senior Notes as of December 31, 2024 and 2023 (in thousands):
20242023
Principal amount of 2028 Senior Notes
$349,137 $462,414 
Less: Debt issuance costs(3,599)(5,836)
Net carrying amount of 2028 Senior Notes
$345,538 $456,578 
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Leases (Tables)
 12 Months Ended
Dec. 31, 2024
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 Consolidated Statements of Income, are as follows (in thousands):
Years Ended December 31,
202420232022
Operating lease cost$2,491 $2,663 $2,121 
Short-term lease cost182 1,671 1,656 
Finance lease cost
Amortization of right-of-use assets378 1,057 1,182 
Total lease cost$3,051 $5,391 $4,959 
Supplemental cash flow information related to leases is as follows (in thousands):
Years Ended December 31,
202420232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$3,281 $2,999 $2,784 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$1,304 $542 $1,316 
Other supplemental operating lease information consists of the following:
December 31, 2024December 31, 2023
Operating leases:
Weighted average remaining lease term5.6 years6.7 years
Weighted average discount rate4.9 %4.8 %
Maturities of Operating Lease Liabilities
Maturities of operating lease liabilities as of December 31, 2024 are as follows (in thousands):
Total
Fiscal Year:
2025$2,989 
20262,964 
20272,916 
2028
2,612 
2029
2,691 
Thereafter2,864 
Total lease payments17,036 
Less: Imputed interest(2,868)
Present value of operating lease liabilities$14,168 
v3.25.0.1
Other Balance Sheet Account Details (Tables)
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Other Current Assets
Prepaid expenses and other current assets consisted of the following as of December 31, 2024 and 2023 (in thousands):
20242023
Prepaid insurance$2,601 $939 
Prepaid income taxes2,065 3,698 
Prepaid marketing expense
3,365 — 
Prepaid software licenses4,346 3,232 
Other prepaid expenses3,389 1,799 
Other current assets292 523 
Total$16,059 $10,191 
Schedule of Accounts Payable and Accrued Liabilities
Accounts payable and accrued expenses consisted of the following as of December 31, 2024 and 2023 (in thousands):
20242023
Accounts payable$7,383 $9,858 
Accrued sales and other taxes6,796 8,806 
Accrued interest7,939 9,885 
Accrued compensation10,425 4,337 
Accrued advertising expenses2,719 2,485 
Other accrued expenses1,216 1,135 
Total$36,477 $36,506 
v3.25.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
Income from operations before income taxes for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
 Years Ended December 31,
 2024 2023 2022
Domestic$46,637 $30,998 $7,772 
Foreign75,608 72,166 91,141 
Income before income taxes$122,245 $103,164 $98,913 
Provision for Income Tax
Income tax expense consists of the following (in thousands):
 Years Ended December 31,
 2024 2023 2022
Current:  
Federal$19,296  $17,330  $13,327 
State3,774  4,058  1,941 
Foreign7,261  1,945  12,669 
Total current tax expense
30,331  23,333  27,937 
 
Deferred:     
Federal(3,733) (852) (5,851)
State2,364  (884) (1,359)
Foreign3,848  4,272  5,472 
Total deferred tax expense (benefit)
2,479  2,536  (1,738)
Income tax expense
$32,810  $25,869  $26,199 
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate
A reconciliation of the statutory federal income tax rate with Consensus’ effective income tax rate is as follows:
 Years Ended December 31,
 202420232022
Statutory tax rate21.0 %21.0 %21.0 %
State income taxes, net2.0 2.1 1.2 
Foreign rate differential(2.9)(1.8)(1.8)
Foreign income inclusion5.1 7.9 6.3 
Foreign tax credit(3.3)(5.7)(3.6)
Reserve for uncertain tax positions2.9 3.1 2.1 
Valuation allowance0.8 — — 
Impact on deferred taxes of enacted tax law and rate changes0.3 (0.1)0.1 
Tax credits and incentives(2.1)(2.6)(2.4)
Executive compensation0.3 1.4 3.1 
Return to provision adjustments0.3 (0.9)0.8 
Other2.4 0.7 (0.3)
Effective tax rates26.8 %25.1 %26.5 %
Deferred Tax Assets and Liabilities Temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows (in thousands):
 
December 31,
 20242023
Deferred tax assets:
Net operating loss carryforwards$44 $56 
Tax credit carryforwards1,716 1,323 
Accrued expenses1,264 1,214 
Allowance for bad debt1,401 1,582 
Share-based compensation expense3,568 2,210 
Basis difference in intangibles9,259 15,657 
Basis difference in developed software2,772 1,907 
Deferred revenue918 940 
Operating lease3,550 3,734 
State taxes665 506 
Section 163(j) interest limitation7,820 7,279 
Other2,769 1,711 
 35,746 38,119 
Less: valuation allowance(1,064)(45)
Total deferred tax assets$34,682 $38,074 
  
Deferred tax liabilities: 
Basis difference in property and equipment$(132)$(399)
ROU asset(1,617)(1,586)
Prepaid insurance(1,757)(1,344)
Other(1,546)(974)
Total deferred tax liabilities(5,052)(4,303)
Net deferred tax assets$29,630 $33,771 
Reported as:
Deferred income taxes (non-current assets)
$30,521 $34,869 
Deferred income taxes (non-current liabilities)
891 1,098 
Net deferred tax assets
$29,630 $33,771 
Schedule of Unrecognized Tax Benefits Roll Forward
The aggregated changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2024, 2023 and 2022, is as follows (in thousands):
Years Ended December 31,
202420232022
Beginning balance $8,487 $5,742 $3,735 
Decreases related to tax positions taken during a prior year— — (863)
Increases related to tax positions taken in the current year2,796 2,745 2,870 
Ending balance$11,283 $8,487 $5,742 
v3.25.0.1
Equity Incentive and Employee Stock Purchase Plan (Tables)
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Valuation Assumptions of Market-based Restricted Stock Awards Granted
The Monte Carlo valuation model used to estimate the fair value of the market-based awards granted utilized the following weighted-average assumptions:
December 31, 2024December 31, 2023December 31, 2022
Underlying stock price at valuation date$25.04 $25.00 $59.66 
Expected volatility63.9 %50.0 %43.8 %
Risk-free interest rate4.1 %4.2 %3.6 %
Contractual term8 years8 years8 years
Restricted Stock Award Activity
Restricted stock activity for the years ended December 31, 2024, 2023 and 2022 is set forth below: 
Number of Shares
Weighted-Average
Grant-Date
Fair Value
Nonvested at January 1, 2022
65,235 $38.46 
Granted884 37.67 
Vested(30,703)38.50 
Canceled— — 
Nonvested at December 31, 2022
35,416 38.42 
Granted— — 
Vested(19,737)37.77 
Canceled— — 
Nonvested at December 31, 2023
15,679 39.24 
Granted— — 
Vested(9,225)37.95 
Canceled(6,454)41.07 
Nonvested at December 31, 2024
— $— 
Restricted Stock Unit Activity
Restricted stock unit activity for the years ended December 31, 2024, 2023 and 2022 is set forth below:
Number of
Shares
Weighted-Average
Grant-Date
Fair Value
Outstanding at January 1, 2022
1,013,097 $50.71 
Granted259,545 57.61 
Vested(165,494)54.72 
Canceled(24,697)56.20 
Outstanding at December 31, 2022
1,082,451 51.63 
Granted689,368 27.21 
Vested(173,356)55.96 
Canceled(37,906)55.45 
Outstanding at December 31, 20231,560,557 40.27 
Granted1,000,188 24.04 
Vested(383,225)37.58 
Canceled(81,204)34.41 
Outstanding at December 31, 20242,096,316 $33.24 
Valuation Assumptions of Purchase Plan
The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions:
December 31, 2024December 31, 2023December 31, 2022
Risk-free interest rate4.44%5.38%4.54%
Expected term (in years)0.50.50.5
Dividend yield0.00%0.00%0.00%
Expected volatility49.53%53.57%48.19%
Weighted average volatility49.53%53.57%48.19%
v3.25.0.1
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Components of Basic and Diluted Earnings Per Share
The components of basic and diluted earnings per share for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except share and per share data):
 Years Ended December 31,
 20242023
2022
Numerator for basic and diluted net income per common share:   
Net income attributable to common shareholders
$89,435 $77,295 $72,714 
Net income available to participating securities (1)
(9)(59)(143)
Net income available to common shareholders from operations
$89,426 $77,236 $72,571 
Denominator:   
Weighted-average outstanding shares of common stock 19,286,579 19,582,460 19,863,286 
Dilutive effect of: 
Equity incentive plans94,227 13,970 75,351 
Employee stock purchase plan3,043 4,522 15,148 
Common stock and common stock equivalents 19,383,849 19,600,952 19,953,785 
Net income per share from operations:
   
Basic$4.64 $3.94 $3.65 
Diluted$4.62 $3.94 $3.64 
(1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
v3.25.0.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following presents the segment information of Cloud Fax (in thousands):
 
Years Ended December 31,
 202420232022
  
Revenues$350,382 $362,562 $362,422 
Less:
Salary and benefits83,361 80,503 73,859 
Marketing20,544 34,825 39,330 
Phone operations16,003 17,989 18,695 
Outside services15,801 20,166 18,262 
Depreciation and amortization20,516 17,421 15,302 
Other segment items (1)
44,757 44,429 45,056 
Segment operating profit149,400 147,229 151,918 
Interest expense(33,979)(45,367)(51,423)
Interest income2,546 3,715 — 
Other income (expense), net (2)
4,278 (2,413)(1,582)
Segment earnings before income taxes$122,245 $103,164 $98,913 
Income tax expense32,810 25,869 26,199 
Segment net income$89,435 $77,295 $72,714 
(1) Other segment items includes: database hosting expenses, computer and related expenses, processing fees, bad debt expense, taxes and insurance expenses, office expenses, travel and entertainment expenses, other administrative expenses and miscellaneous expenses.
(2) Other income (expense), net includes: gain/loss on foreign currency exchange and miscellaneous income/expense
Revenues and Long-lived Assets by Geographic Information Such information attributes revenues based on markets where revenues are reported (in thousands):
 Years Ended December 31,
 202420232022
Revenues:  
United States$276,472 $286,829 $286,044 
Canada53,449 52,216 49,392 
Ireland12,035 14,534 17,773 
All other countries8,426 8,983 9,213 
Foreign countries73,910 75,733 76,378 
Total$350,382 $362,562 $362,422 
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):
December 31,
2024		December 31,
2023
Long-lived assets:  
United States$106,244 $87,378 
Canada191 196 
Ireland155 250 
All other countries1 138 
Foreign countries347 584 
Total$106,591 $87,962 
v3.25.0.1
Accumulated Other Comprehensive Loss (Tables)
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Summary of Changes in Accumulated Balances of Other Comprehensive (Loss) Income
The following table summarizes the changes in accumulated other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the years ended December 31, 2024, 2023 and 2022 (in thousands):
Foreign Currency Translation
Balance as of January 1, 2022
$(16,857)
     Other comprehensive loss before reclassifications(2,251)
Net current period other comprehensive loss
(2,251)
Balance as of December 31, 2022
$(19,108)
Other comprehensive income before reclassifications5,931 
Net current period other comprehensive income
5,931 
Balance as of December 31, 2023
$(13,177)
     Other comprehensive loss before reclassifications
(9,874)
Net current period other comprehensive loss
(9,874)
Balance as of December 31, 2024
$(23,051)
v3.25.0.1
The Company (Details)
customer in Thousands, $ in Millions
 12 Months Ended
Oct. 07, 2021
USD ($)
Dec. 31, 2024
country
customer
Oct. 08, 2021
Debt Instrument [Line Items]      
Number of countries in which entity operates | country   46  
Number of customers (more than) | customer   800  
Notes 2028 | Senior Notes      
Debt Instrument [Line Items]      
Debt instrument, face amount $ 500.0    
Stated interest rate 6.50%    
Ziff Davis, Inc.      
Debt Instrument [Line Items]      
Cash consideration paid for equity interest $ 259.1    
Ziff Davis, Inc. | Consensus Cloud Solutions Inc      
Debt Instrument [Line Items]      
Interest retained in company following separation   0.00% 19.90%
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Details)
 12 Months Ended
Dec. 31, 2024
USD ($)
segment
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Property, Plant and Equipment [Line Items]      
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  
Net translation foreign currency translation loss (9,874,000) 5,931,000 $ (2,251,000)
Foreign exchange realized gains (losses) 4,300,000 (2,400,000) (1,600,000)
Lease asset impairments and other charges 0 0  
Accumulated impairment of goodwill 0    
Impairment of intangible assets $ 0 0 0
Number of reportable segments | segment 1    
Advertising costs incurred $ 29,000,000 $ 51,700,000 $ 55,400,000
Minimum      
Property, Plant and Equipment [Line Items]      
Estimated useful lives of property and equipment 1 year    
Finite-lived intangible asset, useful life 1 year    
Maximum      
Property, Plant and Equipment [Line Items]      
Estimated useful lives of property and equipment 10 years    
Finite-lived intangible asset, useful life 20 years    
Capitalized software costs | Minimum      
Property, Plant and Equipment [Line Items]      
Estimated useful lives of property and equipment 1 year    
Capitalized software costs | Maximum      
Property, Plant and Equipment [Line Items]      
Estimated useful lives of property and equipment 7 years    
v3.25.0.1
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]      
Revenues $ 350,382 $ 362,562 $ 362,422
Point in time      
Disaggregation of Revenue [Line Items]      
Revenues 1,064 427 557
Over time      
Disaggregation of Revenue [Line Items]      
Revenues 349,318 362,135 361,865
Corporate      
Disaggregation of Revenue [Line Items]      
Revenues 209,112 199,621 192,195
Small office home office (“SoHo”)      
Disaggregation of Revenue [Line Items]      
Revenues 141,258 162,916 170,199
Other      
Disaggregation of Revenue [Line Items]      
Revenues $ 12 $ 25 $ 28
v3.25.0.1
Revenues - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Contract liability, revenue recognized $ 22.0 $ 23.6
v3.25.0.1
Business Acquisitions - Narrative (Details) - Summit Healthcare Services, Inc.
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Business Acquisition [Line Items]  
Revenue of acquiree since acquisition date $ 6.8
Consideration transferred $ 12.2
v3.25.0.1
Fair Value Measurements - Additional Information (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Fair Value Disclosures [Abstract]    
Money market funds, at carrying value $ 26,800,000 $ 72,100,000
v3.25.0.1
Property and Equipment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Property and equipment, gross $ 156,133 $ 123,726  
Less: Accumulated depreciation and amortization (56,057) (42,530)  
 Total property and equipment, net 100,076 81,196  
Depreciation and amortization expense 16,800 13,100 $ 10,600
Internal-use software development costs      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 88,244 51,396  
Computers, software and equipment      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 18,616 21,701  
Furniture and fixtures      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 882 887  
Leasehold improvements      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 1,715 1,720  
Internal-use software development costs in process      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross $ 46,676 $ 48,022  
v3.25.0.1
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Goodwill [Roll Forward]    
Beginning balance $ 348,822 $ 346,585
Foreign exchange translation (3,786) 2,237
Ending balance $ 345,036 $ 348,822
v3.25.0.1
Goodwill And Intangible Assets - Indefinite Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]    
Intangible assets $ 31,361 $ 31,412
Trade names    
Indefinite-Lived Intangible Assets [Line Items]    
Intangible assets 27,316 27,367
Other    
Indefinite-Lived Intangible Assets [Line Items]    
Intangible assets $ 4,045 $ 4,045
v3.25.0.1
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization expense $ 3.7 $ 4.3 $ 4.7
v3.25.0.1
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Historical Cost $ 181,649 $ 182,946
Accumulated Amortization 171,797 169,368
Net $ 9,852 $ 13,578
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 2 months 12 days 3 months 18 days
Historical Cost $ 8,107 $ 8,199
Accumulated Amortization 7,826 7,789
Net $ 281 $ 410
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 1 month 6 days 2 years 7 months 6 days
Historical Cost $ 107,287 $ 108,417
Accumulated Amortization 99,054 97,333
Net $ 8,233 $ 11,084
Customer Relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Remaining   Amortization Period 4 years 4 years
Customer Relationships | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Remaining   Amortization Period 5 years 5 years
Other purchased intangibles    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Remaining   Amortization Period 1 year 2 months 12 days 1 year 9 months 18 days
Historical Cost $ 11,914 $ 11,989
Accumulated Amortization 10,576 9,905
Net $ 1,338 $ 2,084
v3.25.0.1
Goodwill And Intangible Assets - Expected Amortization Expenses for Intangible Assets Subject To Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2025 $ 2,593  
2026 2,089  
2027 1,388  
2028 986  
2029 803  
Thereafter 1,993  
Net $ 9,852 $ 13,578
v3.25.0.1
Long-Term Debt - Summary of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Gross long-term debt $ 598,117  
Less: deferred issuance costs (5,135) $ (8,448)
Total debt 592,982 733,980
Current portion of long-term debt 18,902 8,575
Long-term debt, net of current portion 574,080 725,405
Senior Notes    
Debt Instrument [Line Items]    
Gross long-term debt 598,117 742,428
2026 Senior Notes | Senior Notes    
Debt Instrument [Line Items]    
Gross long-term debt 248,980 280,014
Less: deferred issuance costs (1,536) (2,612)
Total debt 247,444 277,402
2028 Senior Notes | Senior Notes    
Debt Instrument [Line Items]    
Gross long-term debt 349,137 462,414
Less: deferred issuance costs (3,599) (5,836)
Total debt $ 345,538 $ 456,578
v3.25.0.1
Long-Term Debt - Future Principal Payments for Debt (Details) - USD ($)
$ in Thousands
Feb. 19, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
2025 (1)   $ 890
2026   248,980
2027   0
2028   348,247
2029   0
Thereafter   0
Total gross long-term debt   $ 598,117
Subsequent Event    
Debt Instrument [Line Items]    
Reclassified amount to 2025 $ 900  
Reclassified amount from 2028 $ 900  
v3.25.0.1
Long-Term Debt - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Nov. 09, 2023
Mar. 04, 2022
Oct. 07, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]            
Principal amount reduction $ 300,000          
Gain on extinguishment of debt       $ 6,557 $ 4,795 $ 0
Senior Notes            
Debt Instrument [Line Items]            
Repurchase principal amount       144,300 62,600  
Retired amount       206,900    
Senior Notes | Notes 2026            
Debt Instrument [Line Items]            
Notes payable, fair value       246,200 266,000  
Debt instrument, face amount     $ 305,000      
Proceeds from issuance of senior long-term debt     $ 301,200      
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      
Covenant, earnings before interest, taxes, depreciation, and amortization, maximum     50.00%      
Senior Notes | Notes 2028            
Debt Instrument [Line Items]            
Notes payable, fair value       346,100 $ 422,500  
Debt instrument, face amount     $ 500,000      
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      
Covenant, earnings before interest, taxes, depreciation, and amortization, maximum     50.00%      
Line of Credit | Revolving Credit Facility            
Debt Instrument [Line Items]            
Line of credit facility, maximum borrowing capacity   $ 25,000        
Line of credit increase limit   $ 25,000        
Long-term line of credit       $ 0    
Line of Credit | Revolving Credit Facility | Minimum            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate   1.75%        
Line of Credit | Revolving Credit Facility | Maximum            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate   2.50%        
v3.25.0.1
Long-Term Debt - Additional Information Related to Senior Notes (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Principal amount of 2028 Senior Notes $ 598,117  
Less: deferred issuance costs (5,135) $ (8,448)
Total debt 592,982 733,980
Senior Notes    
Debt Instrument [Line Items]    
Principal amount of 2028 Senior Notes 598,117 742,428
2026 Senior Notes | Senior Notes    
Debt Instrument [Line Items]    
Principal amount of 2028 Senior Notes 248,980 280,014
Less: deferred issuance costs (1,536) (2,612)
Total debt 247,444 277,402
2028 Senior Notes | Senior Notes    
Debt Instrument [Line Items]    
Principal amount of 2028 Senior Notes 349,137 462,414
Less: deferred issuance costs (3,599) (5,836)
Total debt $ 345,538 $ 456,578
v3.25.0.1
Leases - Narrative (Details)
Dec. 31, 2024
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
v3.25.0.1
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease cost $ 2,491 $ 2,663 $ 2,121
Short-term lease cost 182 1,671 1,656
Finance lease cost      
Amortization of right-of-use assets 378 1,057 1,182
Total lease cost $ 3,051 $ 5,391 $ 4,959
v3.25.0.1
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases $ 3,281 $ 2,999 $ 2,784
Right-of-use assets obtained in exchange for lease obligations:      
Operating leases $ 1,304 $ 542 $ 1,316
Operating leases:      
Weighted average remaining lease term 5 years 7 months 6 days 6 years 8 months 12 days  
Weighted average discount rate 4.90% 4.80%  
v3.25.0.1
Leases - Maturities of Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Operating Leases  
2025 $ 2,989
2026 2,964
2027 2,916
2028 2,612
2029 2,691
Thereafter 2,864
Total lease payments 17,036
Less: Imputed interest (2,868)
Present value of operating lease liabilities $ 14,168
v3.25.0.1
Commitments and Contingencies (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]        
Tax liability, accrual       $ 8.0
Sales tax expense $ 1.0 $ 2.0 $ 9.4  
Sales tax reserved $ 5.9 $ 7.3    
v3.25.0.1
Other Balance Sheet Account Details - Schedule of Other Assets and Other Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]    
Prepaid insurance $ 2,601 $ 939
Prepaid income taxes 2,065 3,698
Prepaid marketing expense 3,365 0
Prepaid software licenses 4,346 3,232
Other prepaid expenses 3,389 1,799
Other current assets 292 523
Total 16,059 10,191
Accounts Payable and Accrued Liabilities [Abstract]    
Accounts payable 7,383 9,858
Accrued sales and other taxes 6,796 8,806
Accrued interest 7,939 9,885
Accrued compensation 10,425 4,337
Accrued advertising expenses 2,719 2,485
Other accrued expenses 1,216 1,135
Accounts payable and accrued expenses $ 36,477 $ 36,506
v3.25.0.1
Income Taxes - Summary of Income before Income Tax, Domestic and Foreign (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Domestic $ 46,637 $ 30,998 $ 7,772
Foreign 75,608 72,166 91,141
Income before income taxes $ 122,245 $ 103,164 $ 98,913
v3.25.0.1
Income Taxes - Provision for Income Tax (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current:      
Federal $ 19,296 $ 17,330 $ 13,327
State 3,774 4,058 1,941
Foreign 7,261 1,945 12,669
Total current tax expense 30,331 23,333 27,937
Deferred:      
Federal (3,733) (852) (5,851)
State 2,364 (884) (1,359)
Foreign 3,848 4,272 5,472
Total deferred tax expense (benefit) 2,479 2,536 (1,738)
Income tax expense $ 32,810 $ 25,869 $ 26,199
v3.25.0.1
Income Taxes - Reconciliation of Effective Income Tax Rate (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Statutory tax rate 21.00% 21.00% 21.00%
State income taxes, net 2.00% 2.10% 1.20%
Foreign rate differential (2.90%) (1.80%) (1.80%)
Foreign income inclusion 5.10% 7.90% 6.30%
Foreign tax credit (3.30%) (5.70%) (3.60%)
Reserve for uncertain tax positions 2.90% 3.10% 2.10%
Valuation allowance 0.80% 0.00% 0.00%
Impact on deferred taxes of enacted tax law and rate changes 0.30% (0.10%) 0.10%
Tax credits and incentives (2.10%) (2.60%) (2.40%)
Executive compensation 0.30% 1.40% 3.10%
Return to provision adjustments 0.30% (0.90%) 0.80%
Other 2.40% 0.70% (0.30%)
Effective tax rates 26.80% 25.10% 26.50%
v3.25.0.1
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets:    
Net operating loss carryforwards $ 44 $ 56
Tax credit carryforwards 1,716 1,323
Accrued expenses 1,264 1,214
Allowance for bad debt 1,401 1,582
Share-based compensation expense 3,568 2,210
Basis difference in intangibles 9,259 15,657
Basis difference in intangibles 2,772 1,907
Deferred revenue 918 940
Operating lease 3,550 3,734
State taxes 665 506
Section 163(j) interest limitation 7,820 7,279
Other 2,769 1,711
Deferred tax assets, gross 35,746 38,119
Less: valuation allowance (1,064) (45)
Total deferred tax assets 34,682 38,074
Deferred tax liabilities:    
Basis difference in property and equipment (132) (399)
ROU asset (1,617) (1,586)
Prepaid insurance (1,757) (1,344)
Other (1,546) (974)
Total deferred tax liabilities (5,052) (4,303)
Net deferred tax assets 29,630 33,771
Deferred income taxes 30,521 34,869
Deferred income taxes $ 891 $ 1,098
v3.25.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Taxes [Line Items]        
Net deferred tax assets $ 29,630 $ 33,771    
Interest expense limitation carryover 32,900 30,400    
Undistributed earnings from foreign subsidiaries 273,000      
Prepaid income taxes 2,065 3,698    
Unrecognized tax benefits 11,283 8,487 $ 5,742 $ 3,735
Unrecognized tax benefits, interest and penalties accrued 2,000 1,200    
Unrecognized tax benefits, interest and penalty expense (benefit) 800 300 $ 100  
Foreign        
Income Taxes [Line Items]        
Tax credit carryforward 1,700 1,300    
Undistributed earnings from foreign subsidiaries 31,700      
State        
Income Taxes [Line Items]        
Tax credit carryforward $ 1,700 $ 1,800    
v3.25.0.1
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]      
Beginning balance $ 8,487 $ 5,742 $ 3,735
Decreases related to tax positions taken during a prior year 0 0 (863)
Increases related to tax positions taken in the current year 2,796 2,745 2,870
Ending balance $ 11,283 $ 8,487 $ 5,742
v3.25.0.1
Stockholders' Deficit (Details)
$ in Thousands
 12 Months Ended 22 Months Ended
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Mar. 01, 2022
USD ($)
Debt Instrument [Line Items]          
Repurchase of stock, approved amount         $ 100,000
Repurchase of common stock (in shares) | shares   57,063 839,548    
Payments for repurchase of common stock $ 1,000 $ 23,700      
Excise tax 200 200   $ 200  
Repurchase of common stock $ 1,031 $ 23,686 $ 7,596    
Excise tax, rate       0.01  
Number of shares purchased for tax withholdings (in shares) | shares 122,406 61,878 71,509    
Common stock          
Debt Instrument [Line Items]          
Repurchase of common stock (in shares) | shares       1,085,725  
Repurchase of common stock       $ 32,300  
Number of shares purchased for tax withholdings (in shares) | shares 122,406 61,878 71,509    
v3.25.0.1
Equity Incentive and Employee Stock Purchase Plan - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Oct. 31, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Maximum issuance of common stock for equity incentive plan (in shares)       4,000,000
Proceeds from the issuance of common stock under employee stock purchase plan   $ 1,334 $ 1,386 $ 1,284
2021 Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Maximum issuance of common stock for equity incentive plan (in shares)   1,357,360    
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    
Restricted Stock and Restricted Stock Unit        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation cost not yet recognized   $ 39,400    
Tax benefit realized for awards   $ 1,900 $ 900 $ 1,300
Restricted Stock and Restricted Stock Unit | Board of Directors | 2021 Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods   1 year    
Restricted Stock and Restricted Stock Unit | Senior Staff | 2021 Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods   4 years    
Restricted Stock and Restricted Stock Unit | Chief Executive Officer and Chief Operating Officer | 2021 Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting periods   5 years    
Restricted Stock Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   0 0 884
Awards granted (in usd per share)   $ 0 $ 0 $ 37.67
Compensation cost not yet recognized   $ 0    
Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   1,000,188 689,368 259,545
Awards granted (in usd per share)   $ 24.04 $ 27.21 $ 57.61
Cost not yet recognized, period for recognition   2 years 8 months 12 days    
Restricted Stock Units (RSUs) | 2021 Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   809,439 567,218 216,959
Market-based Restricted Stock Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Grants in period subject to separation (in shares)   190,749 122,150 42,586
Awards granted (in usd per share)   $ 24.34 $ 23.69 $ 55.47
Employee stock purchase plan | Purchase Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Maximum issuance of common stock for equity incentive plan (in shares) 1,000,000      
Maximum employee subscription rate 15.00%      
Purchase price of common stock, percent 85.00%      
Estimated forfeiture rates   5.93% 7.69% 6.73%
Issuance of shares under employee stock purchase plan (in shares)   81,674 56,663 32,096
Purchase price under the employee stock purchase plan (in usd per share)   $ 16.33 $ 24.45 $ 40.39
Shares held in reserve for future issuance (in shares)   819,146    
v3.25.0.1
Equity Incentive and Employee Stock Purchase Plan - Valuation Assumptions of Market-based Restricted Stock Awards Granted (Details) - Market-based Restricted Stock Awards - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Underlying stock price at valuation date (in usd per share) $ 25.04 $ 25.00 $ 59.66
Expected volatility 63.90% 50.00% 43.80%
Risk-free interest rate 4.10% 4.20% 3.60%
Expected term (in years) 8 years 8 years 8 years
v3.25.0.1
Equity Incentive and Employee Stock Purchase Plan - Restricted Stock and Restricted Stock Unit Award Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Restricted Stock      
Number of Shares      
Beginning balance (in shares) 15,679 35,416 65,235
Granted (in shares) 0 0 884
Vested (in shares) (9,225) (19,737) (30,703)
Canceled (in shares) (6,454) 0 0
Ending balance (in shares) 0 15,679 35,416
Weighted-Average Grant-Date Fair Value      
Beginning balance (in usd per share) $ 39.24 $ 38.42 $ 38.46
Granted (in usd per share) 0 0 37.67
Vested (in usd per share) 37.95 37.77 38.50
Canceled (in usd per share) 41.07 0 0
Ending balance (in usd per share) $ 0 $ 39.24 $ 38.42
Restricted Stock Units (RSUs)      
Number of Shares      
Beginning balance (in shares) 1,560,557 1,082,451 1,013,097
Granted (in shares) 1,000,188 689,368 259,545
Vested (in shares) (383,225) (173,356) (165,494)
Canceled (in shares) (81,204) (37,906) (24,697)
Ending balance (in shares) 2,096,316 1,560,557 1,082,451
Weighted-Average Grant-Date Fair Value      
Beginning balance (in usd per share) $ 40.27 $ 51.63 $ 50.71
Granted (in usd per share) 24.04 27.21 57.61
Vested (in usd per share) 37.58 55.96 54.72
Canceled (in usd per share) 34.41 55.45 56.20
Ending balance (in usd per share) $ 33.24 $ 40.27 $ 51.63
v3.25.0.1
Equity Incentive and Employee Stock Purchase Plan - Valuation Assumptions of Purchase Plan (Details) - Employee stock purchase plan
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Risk-free interest rate 4.44% 5.38% 4.54%
Expected term (in years) 6 months 6 months 6 months
Dividend yield 0.00% 0.00% 0.00%
Expected volatility 49.53% 53.57% 48.19%
Weighted average volatility 49.53% 53.57% 48.19%
v3.25.0.1
Defined Contribution 401(k) Savings Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Retirement Benefits [Abstract]      
Expenses incurred for contributions $ 1.1 $ 1.1 $ 0.8
v3.25.0.1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Income from continuing operations $ 89,435 $ 77,295 $ 72,714
Net income available to participating securities, basic (9) (59) (143)
Net income available to participating securities, diluted (9) (59) (143)
Net income available to common shareholders from operations 89,426 77,236 72,571
Net income available to common shareholders from operations $ 89,426 $ 77,236 $ 72,571
Denominator:      
Weighted-average outstanding shares of common stock (in shares) 19,286,579 19,582,460 19,863,286
Dilutive effect of:      
Common stock and common stock equivalents (in shares) 19,383,849 19,600,952 19,953,785
Net income per share from operations:      
Basic (in dollars per share) $ 4.64 $ 3.94 $ 3.65
Diluted (in dollars per share) $ 4.62 $ 3.94 $ 3.64
Anti-dilutive shares were excluded from earnings per share calculation (in shares) 1,144,088 872,418 509,280
Equity incentive plans      
Dilutive effect of:      
Equity incentive plans (in shares) 94,227 13,970 75,351
Employee stock purchase plan      
Dilutive effect of:      
Equity incentive plans (in shares) 3,043 4,522 15,148
v3.25.0.1
Segment Information - Narrative (Details)
 12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 1
v3.25.0.1
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Income from operations $ 149,400 $ 147,229 $ 151,918
Interest expense (33,979) (45,367) (51,423)
Interest income 2,546 3,715 0
Other income (expense), net 4,278 (2,413) (1,582)
Income before income taxes 122,245 103,164 98,913
Income tax expense 32,810 25,869 26,199
Income from continuing operations 89,435 77,295 72,714
Cloud Fax Segment      
Segment Reporting Information [Line Items]      
Revenues 350,382 362,562 362,422
Salary and benefits 83,361 80,503 73,859
Marketing 20,544 34,825 39,330
Phone operations 16,003 17,989 18,695
Outside services 15,801 20,166 18,262
Depreciation and amortization 20,516 17,421 15,302
Other segment items 44,757 44,429 45,056
Income from operations 149,400 147,229 151,918
Other income (expense), net 4,278 (2,413) (1,582)
Income before income taxes 122,245 103,164 98,913
Income tax expense 32,810 25,869 26,199
Income from continuing operations $ 89,435 $ 77,295 $ 72,714
v3.25.0.1
Segment Information - Revenues and Long-lived Assets by Geographic Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues $ 350,382 $ 362,562 $ 362,422
Long-lived assets 106,591 87,962  
United States      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 276,472 286,829 286,044
Long-lived assets 106,244 87,378  
Canada      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 53,449 52,216 49,392
Long-lived assets 191 196  
Ireland      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 12,035 14,534 17,773
Long-lived assets 155 250  
All other countries      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 8,426 8,983 9,213
Long-lived assets 1 138  
Foreign countries      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Revenues 73,910 75,733 $ 76,378
Long-lived assets $ 347 $ 584  
v3.25.0.1
Supplemental Cash Flows Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Supplemental Cash Flow Information [Abstract]      
Cash paid for interest $ 43,500,000 $ 51,400,000 $ 51,900,000
Capitalized interest costs 2,900,000 2,600,000 1,400,000
Share-based compensation cost capitalized 2,800,000 1,900,000 1,500,000
Cash paid for income taxes, net of refunds received $ 26,400,000 $ 16,600,000 $ 36,500,000
v3.25.0.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance $ (176,122,000) $ (255,261,000) $ (332,665,000)
Net current period other comprehensive loss (9,874,000) 5,931,000 (2,251,000)
Ending balance (79,463,000) (176,122,000) (255,261,000)
Reclassification from accumulated other comprehensive income 0 0 0
Foreign Currency Translation      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (13,177,000) (19,108,000) (16,857,000)
Other comprehensive loss before reclassifications (9,874,000) 5,931,000 (2,251,000)
Net current period other comprehensive loss (9,874,000) 5,931,000 (2,251,000)
Ending balance $ (23,051,000) $ (13,177,000) $ (19,108,000)
v3.25.0.1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for doubtful accounts - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 6,271 $ 4,681 $ 4,743
Additions: Charged to Costs and Expenses 5,104 5,897 1,157
Deductions: write-offs and recoveries (5,601) (4,307) (1,219)
Balance at End of Period $ 5,774 $ 6,271 $ 4,681
v3.25.0.1
Subsequent Event (Details) - USD ($)
$ in Millions
Feb. 19, 2025
Feb. 17, 2025
Mar. 01, 2022
Subsequent Event [Line Items]      
Repurchase of stock, approved amount     $ 100.0
Subsequent Event      
Subsequent Event [Line Items]      
Repurchase amount   $ 0.9  
Repurchase of stock, approved amount $ 100.0    
Senior Notes | Subsequent Event      
Subsequent Event [Line Items]      
Repurchase principal amount   $ 0.9