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0001866633FALSE00018666332023-02-222023-02-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported) February 22, 2023


Consensus Cloud Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-40750
87-1139414
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

700 S. Flower Street, 15th Floor
Los Angeles, California 90017
(Address of principal executive offices) (Zip Code)

(323) 860-9200
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value CCSI Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 2.02 Results of Operations and Financial Condition.

On February 22, 2023, Consensus Cloud Solutions, Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results for the fourth quarter and the full year of fiscal 2022. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Company expects to file a Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended December 31, 2022 and to file such annual report within 15 calendar days after its prescribed due date.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

During the preparation of its annual report on Form 10-K for the fiscal year ended December 31, 2022, the Company identified unintentional errors primarily relating to (i) to a legacy accounting practice, inherited from the spin transaction in its SoHo business that grossed up revenue by $1.9 million and $5.3 million for the three and nine month periods ended September 30, 2022, respectively, with a corresponding offset to bad debt expense and (ii) the timing of revenue recognition of $2.2 million and $2.5 million for the three and nine month periods ended September 30, 2022, respectively, which after review, the Company has concluded should be reclassified as deferred revenue.

On February 21, 2023, as a result of the unintentional errors noted above, the audit committee (the “Audit Committee”) of the board of directors of the Company determined that the unaudited financial statements for the three and nine month periods ended September 30, 2022 (the “Prior Financial Statements”) should no longer be relied upon and that a restatement of the Prior Financial Statements included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Q3 2022 10-Q”) is required. The Company will file an amendment to the Q3 2022 10-Q to correct these errors.

    The identified errors had the following effects on the consolidated statements of income of the Company for the three months ended September 30, 2022 compared to previously reported amounts: (i) a reduction in revenue of $4.1 million, or 4.3%, a reduction in operating expenses of $1.9 million, or 4.2%, a reduction in income from continuing operations of $1.7 million, or 9.9%, a reduction in net income of $1.7 million, or 9.9% and a reduction in net income per basic and diluted common share from continuing operations of $0.09 or 9.9%. The identified errors had the following effects on the financial statements of the Company for the nine months ended September 30, 2022 compared to previously reported amounts: (i) a reduction in revenue of $7.8 million, or 2.8%, a reduction in operating expenses of $5.3 million, or 4.5%, a reduction in income from continuing operations of $1.9 million, or 3.3%, a reduction in net income of $1.9 million, or 3.3% and a reduction in net income per basic and diluted common share from continuing operations of $0.10 or 3.3%. The amended Q3 2022 10-Q will contain restated unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and a restated unaudited condensed consolidated balance sheet as of September 30, 2022 and restatements of the related notes to the unaudited condensed consolidated financial statements.

The Audit Committee has discussed the matters disclosed herein with management and BDO USA LLP, the Company’s independent registered public accounting firm.





Controls and Procedures

In connection with these errors, we determined that that we have at least one material weakness in our internal control over financial reporting relating to revenue recognition that continued to exist at December 31, 2022. In connection with the material weakness, we also expect to conclude that our disclosure controls and procedures are also not effective as of December 31, 2022. We will provide further specifics on the deficiencies in our internal control over financial reporting and our disclosure controls and procedures and our plan for remediation, in the amended Q3 2022 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022.


“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s expectations and preliminary estimates of the impact of the restatement on the Company’s Prior Financial Statements; the scope of the restatement and the controls and procedures deficiencies; the timing of the completion of the restatement and the filing of the amended Q3 2022 10-Q; plans to remediate the deficiencies, including any material weakness, with respect to the Company’s internal control over financial reporting and disclosure controls and procedures; the impact of these matters on the Company’s performance and outlook; expectations concerning the Company’s performance and financial outlook; and any statements or assumptions underlying any of the foregoing. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: risks related to the timely and correct completion of the restatement of the Prior Financial Statements and related filings; risk of unanticipated costs or claims or regulatory penalties relating to the restatement of the Prior Financial Statements; the risk that investors could lose confidence in the accuracy and completeness of our financial statements; the risk that additional information may become known prior to the expected filing with the Securities and Exchange Commission (“SEC”) of the periodic reports described herein or that other subsequent events may occur that would require the Company to make additional adjustments to its financial statements or delay the filing of the corrected or future periodic reports with the SEC; risks related to changes in the effects of the restatement on the Prior Financial Statements or financial results; risks related to delays in the filing of the amended Q3 2022 10-Q; risks related to our ability to implement and maintain effective internal control over financial reporting in the future, which may adversely affect the accuracy and timeliness of our financial reporting; risks related to changes to accounting rules or regulations; risks related to the Company’s plans to remediate any control and procedures deficiencies; risks related to the timing and results of the Company’s review of the effectiveness of internal control over financial reporting and related disclosure controls and procedures; risks related to whether a restatement of financial results will be required for other accounting issues; risks related to the application of accounting or tax principles in an unanticipated manner; and the numerous other factors set forth in Consensus’ filings with the SEC. For a more detailed description of the risk factors and uncertainties affecting Consensus, refer to the 2021 Annual Report on Form 10-K filed by Consensus on April 15, 2022, and, when filed, the Company’s 2022 Annual Report on Form 10-K and the other reports filed by Consensus from time-to-time with the SEC, each of which is available at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.
Exhibit
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
   
    
Consensus Cloud Solutions, Inc.
(Registrant)
 
       
Date:
February 22, 2023
By: /s/ Vithya Aubee
  Vithya Aubee
Vice President and Secretary


EX-99.1 2 pressreleaseq42022.htm EX-99.1 Document

Consensus Cloud Solutions, Inc.
Provides Fourth Quarter and Full Year 2022 Results
(Preliminary and Unaudited)
Releases Full Year 2023 Guidance

LOS ANGELES -- Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) today reported preliminary financial results for the fourth quarter and year ended December 31, 2022.

Results in this press release represent continuing operations, and where appropriate, results from discontinued operations have been disclosed.

Restatement of Financial Statements Included in the Q3 2022 10-Q for the Period Ended September 30, 2022

During the preparation of its annual report on Form 10-K for the fiscal year ended December 31, 2022, the Company identified unintentional errors primarily relating to (i) to a legacy accounting practice, inherited from the spin transaction in its SoHo business that grossed up revenue by $1.9 million and $5.3 million for the three and nine month periods ended September 30, 2022, respectively, with a corresponding offset to bad debt expense (“SoHo Error”) and (ii) the timing of revenue recognition of $2.2 million and $2.5 million for the three and nine month periods ended September 30, 2022, respectively, which after review, the Company has concluded should be reclassified as deferred revenue (“Deferred Revenue Error”). The correction of the SoHo Error has no impact on the Company’s operating income, net income, EBITDA or cash flows for the relevant periods. The correction of the Deferred Revenue Error affects the timing of revenue recognition for the applicable arrangement, but not the amount of revenue that will be recognized over time for the applicable arrangement. Neither error has any impact on the Company’s cash or cash equivalents.

On February 21, 2023, as a result of the unintentional errors noted above, the audit committee (the “Audit Committee”) of the board of directors of the Company reached a determination to restate its unaudited financial statements for the three and nine month periods ended September 30, 2022. The identified errors had the following effects on the consolidated statements of income of the Company for the three months ended September 30, 2022 compared to previously reported amounts: (i) a reduction in revenue of $4.1 million, or 4.3%, a reduction in operating expenses of $1.9 million, or 4.2%, a reduction in income from continuing operations of $1.7 million, or 9.9%, a reduction in net income of $1.7 million or 9.9% and a reduction in net income per basic and diluted common share from continuing operations of $0.09 or 9.9%. The identified errors had the following effects on the consolidated statements of income of the Company for the nine months ended September 30, 2022 compared to previously reported amounts: (i) a reduction in revenue of $7.8 million, or 2.8%, a reduction in operating expenses of $5.3 million, or 4.5%, a reduction in income from continuing operations of $1.9 million, or 3.3%, a reduction in net income of $1.9 million or 3.3% and a reduction in net income per basic and diluted common share from continuing operations of $0.10 or 3.3%. The reduction in income from continuing operations, net income, and net income per basic and diluted common share from continuing operations is attributable solely due to the Deferred Revenue Error. Management has determined that these errors did not result in any other previously issued financial statements being materially misstated.

FOURTH QUARTER 2022 HIGHLIGHTS (UNAUDITED)

Q4 2022 GAAP quarterly revenues increased 1.4% to $90.2 million compared to $89.0 million for Q4 2021. Our growth was primarily due to an increase of $4.4 million or 10.1% in our Corporate business (inclusive of $1.6 million due to the Summit acquisition); partially offset by a decline of $2.9 million or 6.4% in our SoHo revenues, including a negative $2.0 million related to the legacy SoHo accounting practice discussed above. On a constant dollar basis, revenues grew by $2.4 million or 2.8% compared to the prior year.

GAAP net income from continuing operations increased to $16.2 million in Q4 2022 compared to $2.0 million for Q4 2021. The increase is primarily due to a charge to sales tax expense of $8.6 million related to the Company’s SoHo revenues and a $8.2 million impairment of one of the Company’s lease facilities, both of which occurred in the fourth quarter of 2021.

GAAP earnings per diluted share from continuing operations (1) increased to $0.81 in Q4 2022 compared to $0.10 for Q4 2021. The increase is related to the items discussed above.

Adjusted EBITDA (2) for Q4 2022 of $49.0 million is unfavorable compared to Q4 2021 of $51.6 million primarily related to planned increased headcount.
1



Adjusted non-GAAP earnings per diluted share (2)(3) for the quarter decreased to $1.13 or 15.7%, compared to $1.34 for Q4 2021. The decrease is related to the items discussed above, as well as a foreign exchange loss in the current period of $0.23 in other (expense) income, net due to the foreign exchange revaluation of intercompany transactions.

Consensus ended the quarter with $94.2 million in cash and cash equivalents after cash outlays related to interest expense payments of approximately $26 million (occurring in Q2 and Q4) and increased compensation costs over the comparable prior period.

Key financial results from continuing operations for Q4 2022 versus Q4 2021 are set forth in the following table. Reconciliations of Adjusted non-GAAP net income, earnings per diluted share and Adjusted EBITDA to their nearest comparable GAAP financial measures accompany this press release.

(Unaudited, in thousands except per share amounts and percentages) Continuing Operations Favorable /(Unfavorable)
  Q4 2022 Q4 2021 % Change
GAAP revenues $ 90,232  $ 89,004  1.4%
GAAP net income $ 16,200  $ 1,954  729.1%
GAAP income per diluted share (1)
$ 0.81  $ 0.10  710.0%
Adjusted Non-GAAP net income (2)
$ 22,547  $ 26,905  (16.2)%
Adjusted Non-GAAP income per diluted share (1)(2)(3)
$ 1.13  $ 1.34  (15.7)%
Adjusted EBITDA (3)
$ 49,012  $ 51,622  (5.1)%
Adjusted EBITDA margin (3)
54.3  % 58.0  % (6.4)%

The financial results in the prior period do not include certain costs associated with being a standalone public company, the change in the Company’s debt structure and the related income tax effects. As a result, the Company has provided investors with operating results which include adjustments as discussed below (4).

FULL YEAR 2022 HIGHLIGHTS (UNAUDITED)

2022 GAAP revenues increased 2.8% to $362.4 million compared to $352.7 million for 2021. Our growth was primarily due to an increase of $22.5 million or 13.2% in our Corporate business (inclusive of $6.8 million due to the Summit acquisition); partially offset by a decline of $12.2 million or 6.7% in our SoHo revenues, including a negative $7.3 million related to the legacy SoHo accounting practice discussed above. On a constant dollar basis, revenues grew by $14.1 million or 4.0% compared to the prior year.

GAAP net income from continuing operations decreased to $72.4 million in 2022 compared to $121.2 million for 2021. The decrease is primarily related to the interest expense associated with the 2026 and 2028 notes, additional costs as a standalone publicly traded company and increased headcount; partially offset by higher revenues.

GAAP earnings per diluted share from continuing operations (1) decreased to $3.62 in 2022 compared to $6.04 for 2021. The decrease is related to the items discussed above.

Adjusted EBITDA(2) for 2022 of $196.7 million is unfavorable compared to 2021 Consensus Adjusted EBITDA of $203.0 million.

Adjusted non-GAAP earnings per diluted share (2)(3) for the year decreased to $5.33, or 2.4%, compared to Consensus Adjusted non-GAAP earnings per diluted share (2)(3) of $5.46 for 2021. The decrease is related to the items discussed above, as well as a foreign exchange loss in the current period of $0.09 in other (expense) income, net due to the foreign exchange revaluation of intercompany transactions.

Consensus ended the year with $94.2 million in cash and cash equivalents after cash outlays related to interest expense payments of approximately $52 million (occurring in Q2 and Q4), the acquisition of Summit Healthcare of $12.2 million, share buybacks of $7.6 million and payments of approximately $7 million to the former parent in conjunction with the spin-off.

2


Key financial results from continuing operations for 2022 versus 2021 are set forth in the following table. Reconciliations of Adjusted non-GAAP net income, earnings per diluted share, Adjusted EBITDA and Consensus Adjusted results from operations to their nearest comparable GAAP financial measures accompany this press release.
(Unaudited, in thousands except per share amounts and percentages) Continuing Operations
Consensus Adjusted (4)
Favorable /(Unfavorable)
2022 2021 FY 2021 % Change
GAAP revenues $ 362,422  $ 352,664  $ 352,664  2.8  %
GAAP net income $ 72,411  $ 121,174 
GAAP income per diluted share (1)
$ 3.62  $ 6.04 
Adjusted Non-GAAP net income (2)
$ 106,569  $ 153,886  $ 108,935  (2.2) %
Adjusted Non-GAAP income per diluted share (1)(2)(3)
$ 5.33  $ 7.68  $ 5.46  (2.4) %
Adjusted EBITDA (3) (5)
$ 196,682  $ 217,225  $ 203,040  (3.1) %
Adjusted EBITDA margin (3)
54.3  % 61.6  % 57.6  %
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GUIDANCE (6)

The following table presents ranges for the Company’s 2023 full year guidance (in millions, except per share amounts):
Low Midpoint High
Revenue $ 370  $ 380  $ 390 
Adjusted EBITDA $ 192  $ 199  $ 206 
Adjusted Non-GAAP earnings per share (7) (8)
$ 4.93  $ 5.08  $ 5.20 

Notes:
(1)  
The GAAP effective tax rates were 24.2% for Q4 2022 and 62.8% for Q4 2021. The non-GAAP effective tax rates were 18.8% for Q4 2022 and 22.8% for Q4 2021. The GAAP effective tax rates were 26.8% for 2022 and 24.8% for 2021. The non-GAAP effective tax rates were 20.3% for 2022 and 21.6% for 2021. The Consensus Adjusted non-GAAP effective tax rate was 24.0% for 2021.
(2)  
Adjusted non-GAAP net income and Adjusted non-GAAP earnings per diluted share excludes certain non-GAAP items, as defined in the accompanying reconciliation of GAAP to Adjusted non-GAAP Financial Measures, for the three months ended December 31, 2022 and 2021. Such exclusions totaled $0.32 and $1.24 per diluted share, respectively. For the year ended December 31, 2022 and 2021, such exclusions totaled $1.71 and $1.64 per diluted share, respectively. Adjusted non-GAAP net income and Adjusted non-GAAP earnings per diluted share are not meant as a substitute for GAAP, but are presented solely for informational purposes.
(3) Adjusted EBITDA is defined as earnings before interest; other (income) expense, net; income tax expense; depreciation and amortization; and other items used to reconcile earnings per share to Adjusted non-GAAP earnings per share, as presented in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but are presented solely for informational purposes.
(4) The % change is a comparison of 2022 actual results versus 2021 Consensus Adjusted 2021 adjustments represent incremental costs incurred as a standalone public company, incremental interest expense related to the debt of $805 million and the effects of adjustments at the applicable statutory tax rates. See Certain Other Adjusted Financial Information for a reconciliation from GAAP to Consensus Adjusted non-GAAP net income and Consensus Adjusted non-GAAP income per diluted share.
(5)
See Net Income to Adjusted EBITDA Reconciliation for the components of Consensus adjusted EBITDA.
(6) Full year guidance is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measures is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, we are unable to provide a reconciliation of these measures without unreasonable effort.
(7) Adjusted non-GAAP earnings per diluted share excludes share-based compensation, amortization of acquired intangibles and the impact of unanticipated items, in each case net of tax. The non-GAAP effective tax rate for 2023 is expected to be between 19.7% and 21.7%.
(8) Adjusted non-GAAP earnings per share range reflects an increase in depreciation and amortization year-over-year resulting from increased capitalized software placed into service between $5 million and $7 million over the prior period.
 
Financial Results are Preliminary

The Company is currently finalizing its financial closing process for the year ended December 31, 2022 and the Company’s audited financial results as of and for the year ended December 31, 2022 are not yet available. The unaudited, preliminary consolidated financial data presented above as of December 31, 2022 reflects the Company’s preliminary estimates based on information available as of the date of this release and is subject to change. Accordingly, you should not place undue reliance upon these preliminary estimates. The unaudited, preliminary financial data included in this press release has been prepared by, and is the responsibility of, the Company’s management. The Company’s auditor has not audited, reviewed, compiled or applied agreed-upon procedures with respect to such preliminary financial data. Accordingly, the Company’s auditor does not express an opinion or any other form of assurance with respect thereto. Upon completion of its financial closing procedures, the Company’s audited financial results may differ materially from its preliminary estimates.


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About Consensus Cloud Solutions

Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is the world’s largest digital fax provider and a trusted global source for the transformation, enhancement and secure exchange of digital information. We leverage our 25-year history of success by providing advanced solutions for regulated industries such as healthcare, finance, insurance and manufacturing, as well as state and the federal government. Our solutions consist of: cloud faxing; digital signature; intelligent data extraction using natural language processing and artificial intelligence; robotic process automation; interoperability; and workflow enhancement that result in improved healthcare outcomes. Our solutions can be combined with best-in-class managed services for optimal implementations. For more information about Consensus, visit consensus.com and follow @ConsensusCS on Twitter to learn more.

Contact:

Laura Hinson
Consensus Cloud Solutions, Inc
844-211-1711
investor@consensus.com


“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow fax revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine); the risks identified in the Current Report on Form 8-K filed on the date of this press release relating to the Company’s restatement of its financial statements for the three and nine month periods ended September 30, 2022 and related matters the Company’s finalization of its financial statements for the year ended December 31, 2022 and the numerous other factors set forth in Consensus’ filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting Consensus, refer to the 2021 Annual Report on Form 10-K filed by Consensus on April 15, 2022, or when filed, the 2022 Annual Report on Form 10-K to be filed by Consensus and the other reports filed by Consensus from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release are subject to change. Although management’s expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements.

About non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following Adjusted non-GAAP financial measures: Adjusted non-GAAP net income, Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use these Adjusted non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these Adjusted non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these Adjusted non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These Adjusted non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these Adjusted non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.

For more information on these Adjusted non-GAAP financial measures, please see the appropriate GAAP to Adjusted non-GAAP reconciliation tables included within the attached Exhibit to this Release. 
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6


CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

December 31,
2022
December 31, 2021
ASSETS    
Cash and cash equivalents $ 94,164  $ 66,778 
Accounts receivable, net of allowances of $4,681 and $4,743, respectively 28,029  24,829 
Prepaid expenses and other current assets 14,335  4,650 
Total current assets 136,528  96,257 
Property and equipment, net 54,958  33,849 
Operating lease right-of-use assets 7,875  7,233 
Intangibles, net 49,940  43,549 
Goodwill 346,585  339,209 
Deferred income taxes 38,035  41,842 
Other assets 2,816  873 
TOTAL ASSETS $ 636,737  $ 562,812 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Accounts payable and accrued expenses $ 41,246  $ 40,206 
Income taxes payable, current 2,253  5,227 
Deferred revenue, current 24,579  24,370 
Operating lease liabilities, current 2,793  2,421 
Other current liabilities 156  5,739 
Total current liabilities 71,027  77,963 
Long-term debt 793,865  792,040 
Deferred revenue, noncurrent 2,319  184 
Operating lease liabilities, noncurrent 13,877  14,108 
Liability for uncertain tax positions 6,725  4,795 
Deferred income taxes 3,381  6,027 
Other long-term liabilities 324  360 
TOTAL LIABILITIES 891,518  895,477 
Commitments and contingencies —  — 
Common stock, $0.01 par value. Authorized 120,000,000; total issued is 20,105,545 and 19,978,580 shares and total outstanding is 19,916,431 and 19,978,580 shares at December 31, 2022 and December 31, 2021, respectively 201  200 
Treasury stock, at cost (189,114 and zero shares at December 31, 2022 and December 31, 2021, respectively) (7,596) — 
Additional paid-in capital 21,649  2,878 
Accumulated deficit (249,927) (318,886)
Accumulated other comprehensive loss (19,108) (16,857)
TOTAL STOCKHOLDERS’ EQUITY (254,781) (332,665)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 636,737  $ 562,812 

7


CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 AND 2021
(UNAUDITED, IN THOUSANDS EXCEPT SHARE PER SHARE AMOUNTS)
Three Months Ended December 31, Year Ended December
31,
2022 2021 2022 2021
Revenues $ 90,232  $ 89,004  $ 362,422  $ 352,664 
Cost of revenues 15,840  14,872  61,951  58,000 
Gross profit 74,392  74,132  300,471  294,664 
Operating expenses:
Sales and marketing 15,563  13,617  64,413  53,648 
Research, development and engineering 1,705  2,017  10,018  7,652 
General and administrative 17,572  37,966  74,122  58,228 
Total operating expenses 34,840  53,600  148,553  119,528 
Income from operations 39,552  20,532  151,918  175,136 
Interest expense (11,850) (13,661) (51,423) (14,272)
Interest income —  60  —  60 
Other (expense) income, net (6,324) (1,673) (1,582) 160 
Income before income taxes 21,378  5,258  98,913  161,084 
Income tax expense 5,178  3,304  26,502  39,910 
Income from continuing operations 16,200  1,954  72,411  121,174 
Income (loss) from discontinued operations, net of income tax —  4,945  —  (12,173)
Net income $ 16,200  $ 6,899  $ 72,411  $ 109,001 
Net income per common share from continuing operations:
Basic $ 0.82  $ 0.10  $ 3.64  $ 6.07 
Diluted $ 0.81  $ 0.10  $ 3.62  $ 6.04 
Net income (loss) per common share from discontinued operations:
Basic $ —  $ 0.25  $ —  $ (0.61)
Diluted $ —  $ 0.25  $ —  $ (0.61)
Net income per common share      
Basic $ 0.82  $ 0.35  $ 3.64  $ 5.46 
Diluted $ 0.81  $ 0.35  $ 3.62  $ 5.44 
Weighted average shares outstanding:
Basic 19,814,405  19,908,135  19,863,286  19,904,237 
Diluted 19,935,599  19,990,787  19,947,505  19,986,889 
Cash dividends paid per common share $ —  $ —  $ —  $ — 

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CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021
(UNAUDITED, IN THOUSANDS)
Year Ended December 31,
2022
2021 (1)
Cash flows from operating activities:    
Net income $ 72,411  $ 109,001 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 15,302  51,811 
Amortization of financing costs and discounts 1,889  442 
Non-cash operating lease costs 1,332  4,396 
Share-based compensation 20,055  2,459 
Provision for doubtful accounts 1,157  7,194 
Deferred income taxes (1,054) 7,155 
Loss on sale of businesses —  21,797 
Lease asset impairments and other charges —  9,149 
Changes in fair value of contingent consideration —  642 
Foreign currency remeasurement loss —  181 
Goodwill impairment on business —  32,629 
Decrease (increase) in:
Accounts receivable (2,909) (2,788)
Prepaid expenses and other current assets (9,494) (12,049)
Other assets (1,944) (3,260)
Increase (decrease) in:
Accounts payable and accrued expenses (761) 5,831 
Income taxes payable (3,091) (230)
Deferred revenue (2,203) (1,797)
Operating lease liabilities (1,677) (5,197)
Liability for uncertain tax positions 1,930  (1,730)
Other long-term liabilities (7,620) 8,039 
Net cash provided by operating activities 83,323  233,675 
Cash flows from investing activities:  
Purchases of property and equipment (30,045) (32,998)
Acquisition of businesses, net of cash received (12,230) (56,838)
Proceeds from sale of businesses, net of cash divested —  48,876 
Purchases of intangible assets (1,000) (1,511)
Net cash used in investing activities (43,275) (42,471)
Cash flows from financing activities:    
Issuance of long-term debt —  305,000 
Debt issuance costs (232) (10,849)
Issuance of common stock under employee stock purchase plan 1,284  519 
Repurchase of common stock (7,596) — 
Shares withheld related to net share settlement (4,079) — 
Payment of debt —  (593)
Contributions from Former Parent —  21,238 
Deferred payments for acquisitions —  (6,267)
Distribution to Former Parent - Separation —  (290,282)
Distribution of non-fax cash to Former Parent
—  (266,539)
Net cash used in financing activities (10,623) (247,773)
Effect of exchange rate changes on cash and cash equivalents (2,039) (4,842)
Net change in cash and cash equivalents 27,386  (61,411)
Cash and cash equivalents at beginning of year 66,778  128,189 
Cash and cash equivalents at end of year $ 94,164  $ 66,778 
Cash and cash equivalents at end of year, continuing operations $ 94,164  $ 66,778 
(1) The prior period includes cash flows from discontinued operations of the non-Consensus business.
9


CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

The following tables sets forth reconciliations regarding certain non-GAAP measures for the three months ended December 31, 2022 and 2021 to the most closely comparable GAAP measure.
Three Months Ended December 31,
2022
Per Diluted Share *
2021
Per Diluted Share *
Net income from continuing operations $ 16,200  $ 0.81  $ 1,954  $ 0.10 
Plus:
Share based compensation (1)
5,123  0.26  464  0.02 
Amortization (2)
677  0.03  931  0.05 
Spin-off related costs (3)
57  —  9,621  0.48 
Lease asset impairment and other charges (4)
—  —  6,281  0.31 
Non-income related sales tax (5)
21  —  6,003  0.30 
Acquisition related integration costs (6)
—  (26) — 
Intra-entity transfer (9)
467  0.02  1,677  0.08 
Adjusted non-GAAP net income from continuing operations $ 22,547  $ 1.13  $ 26,905  $ 1.34 

The following tables sets forth reconciliations regarding certain non-GAAP measures for the years ended December 31, 2022 and 2021 to the most closely comparable GAAP measure.

Year Ended December 31,
2022
Per Diluted Share *
2021
Per Diluted Share *
Net income from continuing operations $ 72,411  $ 3.62  $ 121,174  $ 6.04 
Plus:
Share based compensation (1)
18,482  0.93  1,392  0.07 
Amortization (2)
3,424  0.17  3,571  0.18 
Spin-off related costs (3)
1,188  0.06  10,033  0.50 
Lease asset impairment and other charges (4)
—  —  6,281  0.31 
Non-income related sales tax (5)
6,358  0.32  6,003  0.30 
Acquisition related integration costs (6)
474  0.02  362  0.02 
Accounting fees for tax provision (7)
43  —  —  — 
Gain on sale of assets (8)
—  —  (150) (0.01)
Intra-entity transfer (9)
4,189  0.21  5,220  0.26 
Adjusted non-GAAP net income from continuing operations $ 106,569  $ 5.33  $ 153,886  $ 7.68 
* The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently.

10


Non-GAAP Financial Measures

To supplement its unaudited consolidated financial statements, the Company uses the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted non-GAAP Net Income and Adjusted non-GAAP Diluted EPS (collectively the “Non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The Company uses these Non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about core operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

(1) Share-based compensation. The Company excludes stock-based compensation because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. The Company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(2) Amortization. The Company excludes amortization of patents and acquired intangible assets because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(3) Spin-off related costs. The Company excludes certain expenses associated with the spin-off from Ziff Davis, Inc. The Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers.

(4) Lease Asset Impairments and Other Charges. The Company excludes lease asset impairments and other charges as they are non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(5) Non-income related sales tax. The Company has excluded certain non-income related sales taxes because this expense is related to our historical sales tax exposure in applicable states that have started to tax Software as a Service (“SaaS”) in recent years. The Company is in the process of remediating the exposure and doesn't believe it will be recurring. As a result, the Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding the operational performance of the business.

(6) Acquisition related integration costs. The Company excludes certain acquisition and related integration costs such as adjustments to contingent consideration, severance, lease terminations, retention bonuses and other acquisition-specific items. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item.

(7) Accounting fees for tax provision. The Company excludes certain costs associated with the preparation for the tax provision because these costs are expected to be nonrecurring. The Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business.

(8) Gain on sale of assets. The Company excludes the gain on sale of certain of its assets. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.

(9) Intra-entity transfers. The Company excludes certain effects of intra-entity transfers to the extent the related tax asset or liability in the financial statement is not recovered or settled, respectively during the year. During December 2019, the Company entered into an intra-entity asset transfer that resulted in the recording of a tax benefit and related tax asset representing tax deductible amounts to be realized in future years which is expected to be recovered over a period of up to 20 years.
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The Company believes that the Non-GAAP financial measures excluding the cumulative future unrealized benefit of the assets transferred and including the tax benefit in the year of realization provides meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results.


12


CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
NET INCOME TO ADJUSTED EBITDA RECONCILIATION
(UNAUDITED, IN THOUSANDS)

The following table sets forth a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.
Three Months Ended December 31, Year Ended December 31,
Consensus Adjusted
2022 2021 2022 2021 2021
Net income from continuing operations $ 16,200  $ 1,954  $ 72,411  $ 121,174  $ 108,935 
Plus:
Interest expense, net 11,850  13,601  51,423  14,212  52,344 
Other expense (income), net 6,324  1,673  1,582  (160) 40 
Income tax expense 5,178  3,304  26,502  39,910  34,401 
Depreciation and amortization 3,943  3,245  15,302  12,084  7,320 
EBITDA:
Plus:
Share-based compensation 5,447  740  20,055  1,856  — 
Spin-off related costs 70  11,777  1,582  12,339  — 
Lease asset impairment and other charges
—  8,377  —  8,377  — 
Non-income related sales tax —  6,951  7,137  6,951  — 
Acquisition related costs —  —  631  482  — 
Accounting fees for tax provision —  —  57  —  — 
Adjusted EBITDA $ 49,012  $ 51,622  $ 196,682  $ 217,225  $ 203,040 

Adjusted EBITDA as calculated above represents earnings before interest, other income, net, income tax expense and depreciation and amortization and the items used to reconcile GAAP to Adjusted non-GAAP financial measures, including (1) share-based compensation; (2) spin-off related costs; (3) lease asset impairment and other charges; (4) non-income related sales tax; (5) acquisition related costs and (6) accounting fees for tax provision. We disclose Adjusted EBITDA as a supplemental Non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors.

Adjusted EBITDA is not in accordance with, or an alternative to, net income, and may be different from Non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.
13


CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
(UNAUDITED, IN THOUSANDS)

Q1
Q2 (1)
Q3
Q4 (1)
YTD
2022
Net cash provided by operating activities $ 49,908  $ 2,298  $ 37,066  $ (5,949) $ 83,323 
Less: Purchases of property and equipment (6,915) (6,829) (7,316) (8,985) (30,045)
Free cash flows $ 42,993  $ (4,531) $ 29,750  $ (14,934) $ 53,278 
(1) Net cash provided by operating activities during the second quarter and fourth quarter was impacted by cash outlays related to interest expense payments of approximately $26 million (occurring in Q2 and Q4) and other significant payments.

The Company discloses free cash flows as a supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Non-GAAP financial measure provides useful information to investors.

Free cash flows is not in accordance with, or an alternative to, Cash Flows from Operating Activities, and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, the Non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.


14


Certain Other Adjusted Financial Information (Unaudited)

CONSENSUS CLOUD SOLUTIONS, INC
ADJUSTED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2021
(UNAUDITED, IN THOUSANDS)
Consensus
Adjustments (1)
Consensus Adjusted
Revenues $ 352,664  $ —  $ 352,664 
Cost of revenues 58,000  358  58,358 
Gross profit 294,664  (358) 294,306 
Operating expenses:
Sales and marketing 53,648  (91) 53,557 
Research, development and engineering 7,652  (3) 7,649 
General and administrative 58,228  (20,848) 37,380 
Total operating expenses 119,528  (20,942) 98,586 
Income from operations 175,136  20,584  195,720 
Interest expense (14,212) (38,132) (52,344)
Other income, net 160  (200) (40)
Income before income taxes 161,084  58,916  143,336 
Income tax expense 39,910  (5,509) 34,401 
Net income $ 121,174  $ 64,425  108,935 
Net income per common share from continuing operations:
Basic $ 6.07  $ (0.60) $ 5.47 
Diluted $ 6.04  $ (0.58) $ 5.46 
Weighted average shares outstanding:
Basic 19,904,237 
Diluted 19,986,889 
(1) Adjustments represents the following:
•Represents incremental costs to be incurred as a standalone public entity and overhead currently shared from Ziff Davis such as legal, accounting, finance, human resource and payroll, net of tax.
•Reflects the interest expense related to debt of $805 million principal amount issued by Consensus Cloud Solutions, Inc., on October 7, 2021, in connection with the separation capitalization plan with an interest rate of 6.3% per annum.
•Reflects the effects of the adjustments at the applicable statutory income tax rates.

15


The following table sets forth certain adjusted financial and operating information for Consensus for the three months and years ended December 31, 2022 and 2021 (in thousands, except for percentages):

Three Months Ended December 31, Year Ended December 31,
2022 2021 2022 2021
Corporate revenue $ 47,837  $ 43,442  $ 192,201  $ 169,732 
Corporate customer accounts 52  45  52 45
Corporate ARPA (1)
$ 321.51  $ 322.13  $ 331.77  $ 308.42 
Corporate paid adds (2)
15  13 
Corporate monthly account churn (3)
1.50  % 2.51  % 1.78  % 2.68  %
SoHo revenue $ 42,391  $ 45,294  $ 170,193  $ 182,390 
SoHo customer accounts 942  1,038  942  1,038 
SoHo ARPA (1)
$ 14.71  $ 14.36  $ 14.32  $ 14.40 
SoHo paid adds (2)
82  90  364  411 
Soho monthly account churn (3)
3.82  % 3.54  % 3.70  % 3.37  %
(1) Represents a monthly ARPA calculated for the quarter or year calculated as follows. Monthly ARPA on a quarterly basis is calculated using our standard convention of dividing revenue for the quarter by the average of the quarter’s beginning and ending customer base and dividing that amount by 3 months. Monthly ARPA on an annual basis is calculated by dividing revenue for the year by the average customer base for the applicable four quarters and dividing that amount by 12 months. Consensus believes ARPA provides investors an understanding of the average monthly revenues we recognize per account associated within Consensus’ customer base. As ARPA varies based on fixed subscription fee and variable usage components, Consensus believes it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across Consensus’ customers.

(2) Paid Adds represents paying new Consensus customer accounts added during the quarter or annual period.

(3) Monthly churn is defined as a Consensus paying customer accounts that cancelled its services during the period divided by the average number customers over the period. This measure is calculated monthly and expressed as an average over the applicable period.
16