Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40750 | |
Entity Registrant Name | Consensus Cloud Solutions, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1139414 | |
Entity Address, Address Line One | 700 S. Flower Street | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90017 | |
City Area Code | 323 | |
Local Phone Number | 860-9200 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | CCSI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 19,827,836 | |
Amendment Description | EXPLANATORY NOTEConsensus Cloud Solutions, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Original Form 10-Q”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022, to amend and restate the Original Form 10-Q as further described below.As disclosed in the Company’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022, the Company is restating its previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2022. Subsequent to the filing of the Original Form 10-Q, the Company identified errors related to: (i) a its SoHo business that inadvertently 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. The identified errors in Note 1, “Basis of Presentation”, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q/A had the following effects on the condensed consolidated statements of income of the Company for the three months ended September 30, 2022 compared to previously reported amounts: a reduction in revenue of $4.1 million, or 4.3%, a reduction in operating expenses of $1.8 million, or 3.9%, a reduction in income from continuing operations of $1.8 million, or 10.3%, a reduction in net income of $1.8 million, or 10.3%, a reduction in net income per basic common share from continuing operations of $0.08 or 9.3% and a reduction in net income per diluted common share from continuing operations of $0.09 or 10.5%. The identified errors had the following effects on the condensed consolidated statements of income of the Company for the nine months ended September 30, 2022 compared to previously reported amounts: a reduction in revenue of $7.8 million, or 2.8%, a reduction in operating expenses of $4.8 million, or 4.1%, a reduction in income from continuing operations of $2.3 million, or 4.0%, a reduction in net income of $2.3 million, or 4.0%, a reduction in net income per basic common share from continuing operations of $0.12 or 4.1% and a reduction in net income per diluted common share from continuing operations of $0.12 or 4.1%. See Note 1, “Basis of Presentation” for the impact of the restatement on each effected line item of the Company’s condensed consolidated financial statements.This Amendment No.1 is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings with the SEC subsequent to the date on which the Company filed the Original Form 10-Q.This Amendment No. 1 sets forth the Original Form 10-Q in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context.The following items have been amended as a result of the restatement:Part I, Item 1, “Financial Statements”,Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,Part I, Item 4, “Controls and Procedures”, andPart II, Item 1A, “Risk Factors.”In accordance with applicable SEC rules, this Amendment No. 1 on Form 10-Q/A includes an updated signature page and certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32.1 as required by Rule 12b-15.Refer to Note 1, “Basis of Presentation”, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q/A for additional information and for the summary of the accounting impacts of these adjustments to the Company’s condensed consolidated financial statements.The Company has concluded there were additional material weaknesses in the Company’s internal control over financial reporting as of September 30, 2022 and that its disclosure controls and procedures remained ineffective as of September 30, 2022. See additional discussion included in Part I Item 4 and Part II Item 1A of this amended quarterly report. | |
Entity Central Index Key | 0001866633 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 103,683 | $ 66,778 |
Accounts receivable, net of allowances of $4,410 and $4,743, respectively | 31,075 | 24,829 |
Prepaid expenses and other current assets | 4,921 | 4,650 |
Total current assets | 139,679 | 96,257 |
Property and equipment, net | 47,441 | 33,849 |
Operating lease right-of-use assets | 7,419 | 7,233 |
Intangibles, net | 49,918 | 43,549 |
Goodwill | 341,104 | 339,209 |
Deferred income taxes | 39,077 | 41,842 |
Other assets | 1,967 | 873 |
TOTAL ASSETS | 626,605 | 562,812 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Accounts payable and accrued expenses | 61,695 | 40,206 |
Income taxes payable, current | 4,218 | 5,227 |
Deferred revenue, current | 26,337 | 24,370 |
Operating lease liabilities, current | 2,458 | 2,421 |
Due to Former Parent | 908 | 5,739 |
Total current liabilities | 95,616 | 77,963 |
Long-term debt | 793,387 | 792,040 |
Deferred revenue, non-current | 2,322 | 184 |
Operating lease liabilities, non-current | 13,998 | 14,108 |
Liability for uncertain tax positions | 6,969 | 4,795 |
Deferred income taxes | 6,239 | 6,027 |
Other long-term liabilities | 353 | 360 |
TOTAL LIABILITIES | 918,884 | 895,477 |
Commitments and contingencies (Note 10) | ||
Common stock, $0.01 par value. Authorized 120,000,000; total issued is 20,016,950 and 19,978,580 shares and total outstanding is 19,827,836 and 19,978,580 shares at September 30, 2022 and December 31, 2021, respectively | 200 | 200 |
Treasury stock, at cost (189,114 and zero shares at September 30, 2022 and December 31, 2021, respectively) | (7,596) | 0 |
Additional paid-in capital | 16,893 | 2,878 |
Accumulated deficit | (267,047) | (318,886) |
Accumulated other comprehensive loss | (34,729) | (16,857) |
TOTAL STOCKHOLDERS’ DEFICIT | (292,279) | (332,665) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 626,605 | $ 562,812 |
Common stock outstanding (in shares) | 19,827,836 | 19,978,580 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,410 | $ 4,743 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 20,016,950 | 19,978,580 |
Common stock outstanding (in shares) | 19,827,836 | 19,978,580 |
Treasury stock (in shares) | 189,114 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenues | $ 91,777 | $ 89,198 | $ 272,190 | $ 263,660 | |
Cost of revenues | [1] | 15,419 | 14,604 | 46,111 | 43,128 |
Gross profit | 76,358 | 74,594 | 226,079 | 220,532 | |
Operating expenses: | |||||
Sales and marketing | [1] | 16,626 | 13,115 | 48,850 | 40,031 |
Research, development and engineering | [1] | 3,236 | 2,019 | 8,313 | 5,635 |
General and administrative | [1] | 23,839 | 8,237 | 57,024 | 20,262 |
Total operating expenses | 43,701 | 23,371 | 114,187 | 65,928 | |
Income from operations | 32,657 | 51,223 | 111,892 | 154,604 | |
Interest expense | (13,941) | (131) | (39,573) | (611) | |
Other income, net | 2,992 | 1,552 | 4,742 | 1,833 | |
Income before income taxes | 21,708 | 52,644 | 77,061 | 155,826 | |
Income tax expense | 6,338 | 11,512 | 21,250 | 36,606 | |
Income from continuing operations | 15,370 | 41,132 | 55,811 | 119,220 | |
Income from discontinued operations, net of income tax | [1] | 0 | (13,908) | 0 | (17,118) |
Net income | $ 15,370 | $ 27,224 | $ 55,811 | $ 102,102 | |
Net income per common share from continuing operations: | |||||
Basic (in dollars per share) | $ 0.78 | $ 2.07 | $ 2.80 | $ 5.99 | |
Diluted (in dollars per share) | 0.77 | 2.07 | 2.79 | 5.99 | |
Net loss per common share from discontinued operations: | |||||
Basic (in dollars per share) | 0 | (0.70) | 0 | (0.86) | |
Diluted (in dollars per share) | 0 | (0.70) | 0 | (0.86) | |
Net income per common share: | |||||
Basic (in dollars per share) | 0.78 | 1.37 | 2.80 | 5.13 | |
Diluted (in dollars per share) | $ 0.77 | $ 1.37 | $ 2.79 | $ 5.13 | |
Weighted average shares outstanding: | |||||
Basic (in shares) | 19,791,019 | 19,902,924 | 19,879,759 | 19,902,924 | |
Diluted (in shares) | 19,873,138 | 19,902,924 | 19,958,624 | 19,902,924 | |
[1] (1) Includes share-based compensation expense as follows: Cost of revenues $ 219 $ 37 $ 658 $ 136 Sales and marketing 269 93 812 281 Research, development and engineering 390 99 1,086 300 General and administrative 3,878 123 12,526 399 Loss from discontinued operations, net of income taxes — 1,099 — 3,254 Total $ 4,756 $ 1,451 $ 15,082 $ 4,370 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based compensation expense | $ 4,756 | $ 1,451 | $ 15,082 | $ 4,370 |
Cost of revenues | ||||
Share-based compensation expense | 219 | 37 | 658 | 136 |
Sales and marketing | ||||
Share-based compensation expense | 269 | 93 | 812 | 281 |
Research, development and engineering | ||||
Share-based compensation expense | 390 | 99 | 1,086 | 300 |
General and administrative | ||||
Share-based compensation expense | 3,878 | 123 | 12,526 | 399 |
Loss from discontinued operations, net of income taxes | ||||
Share-based compensation expense | $ 0 | $ 1,099 | $ 0 | $ 3,254 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net income | $ 15,370 | $ 21,921 | $ 18,521 | $ 27,224 | $ 40,441 | $ 55,811 | $ 102,102 |
Other comprehensive loss: | |||||||
Foreign currency translation adjustment | (11,411) | (8,248) | (17,872) | (13,555) | |||
Other comprehensive loss | (11,411) | (8,248) | (17,872) | (13,555) | |||
Comprehensive income | $ 3,959 | $ 17,577 | $ 16,404 | $ 18,976 | $ 33,980 | $ 37,939 | $ 88,547 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 55,811 | $ 102,102 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11,359 | 48,744 |
Amortization of financing costs and discounts | 1,391 | 0 |
Non-cash operating lease costs | 1,130 | 3,991 |
Share-based compensation | 15,082 | 4,370 |
Provision for doubtful accounts | (60) | 6,562 |
Deferred income taxes, net | (2,435) | 10,722 |
Loss on sale of businesses | 0 | 21,798 |
Goodwill impairment on business | 0 | 32,629 |
Other | 0 | 3,530 |
Decrease (increase) in: | ||
Accounts receivable | (4,852) | 3,546 |
Prepaid expenses and other current assets | (83) | (7,392) |
Other assets | (1,097) | (1,119) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | 19,991 | (13,921) |
Income taxes payable | (805) | (6,911) |
Deferred revenue | (297) | (2,631) |
Operating lease liabilities | (1,389) | (6,553) |
Liability for uncertain tax positions | 2,174 | (2,374) |
Other liabilities | (6,648) | (704) |
Net cash provided by operating activities | 89,272 | 196,389 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (21,060) | (28,280) |
Acquisition of businesses, net of cash received | (12,230) | (56,838) |
Proceeds from sale of businesses, net of cash divested | 0 | 48,876 |
Purchases of intangible assets | (1,000) | (1,511) |
Net cash used in investing activities | (34,290) | (37,753) |
Cash flows from financing activities: | ||
Debt issuance costs | (232) | 0 |
Issuance of common stock under employee stock purchase plan | 631 | 0 |
Repurchase of common stock | (7,596) | 0 |
Shares withheld related to net share settlement | (1,698) | 0 |
Deferred payments for acquisitions | 0 | (6,267) |
Contribution from Former Parent | 0 | 21,238 |
Other | 0 | (593) |
Net cash (used in) provided by financing activities | (8,895) | 14,378 |
Effect of exchange rate changes on cash and cash equivalents | (9,182) | (3,411) |
Net change in cash and cash equivalents | 36,905 | 169,603 |
Cash and cash equivalents at beginning of period | 66,778 | 128,189 |
Cash and cash equivalents at end of period | 103,683 | 297,792 |
Less cash and cash equivalents at end of period, discontinued operations | 0 | 266,582 |
Cash and cash equivalents at end of period, continuing operations | $ 103,683 | $ 31,210 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid-in | Treasury stock | Accumulated deficit | Accumulated other comprehensive loss | Net parent investment |
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | $ 1,122,542 | $ 0 | $ 0 | $ 0 | $ 0 | $ (55,966) | $ 1,178,508 |
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 102,102 | ||||||
Other comprehensive loss | (13,555) | (13,555) | |||||
Share-based compensation | 4,370 | 4,370 | |||||
Parent contribution | 21,238 | 21,238 | |||||
Common stock, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||
Ending balance at Sep. 30, 2021 | 1,236,697 | $ 0 | 0 | $ 0 | 0 | (69,521) | 1,306,218 |
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||
Common stock, beginning balance (in shares) at Jun. 30, 2021 | 0 | ||||||
Beginning balance at Jun. 30, 2021 | 1,233,732 | $ 0 | 0 | $ 0 | 0 | (61,273) | 1,295,005 |
Treasury stock, beginning balance (in shares) at Jun. 30, 2021 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 27,224 | 27,224 | |||||
Other comprehensive loss | (8,248) | (8,248) | |||||
Share-based compensation | 1,451 | 1,451 | |||||
Parent contribution | (17,462) | (17,462) | |||||
Common stock, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||
Ending balance at Sep. 30, 2021 | $ 1,236,697 | $ 0 | 0 | $ 0 | 0 | (69,521) | $ 1,306,218 |
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 19,978,580 | 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 | 18,521 | ||||||
Share-based compensation | 5,403 | ||||||
Reclassifications related to bonuses and other corporate accruals prior to the Separation | (2,672) | ||||||
Ending balance at Mar. 31, 2022 | $ (314,703) | 7,108 | (303,037) | ||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 19,978,580 | 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 | 40,441 | ||||||
Share-based compensation | 10,326 | ||||||
Reclassifications related to bonuses and other corporate accruals prior to the Separation | (3,293) | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 20,015,838 | ||||||
Ending balance at Jun. 30, 2022 | $ (300,207) | $ 200 | 12,245 | $ (7,596) | (281,738) | (23,318) | |
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | (189,114) | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 19,978,580 | 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 | 55,811 | ||||||
Other comprehensive loss | (17,872) | (17,872) | |||||
Vested restricted stock (in shares) | 52,289 | ||||||
Shares withheld related to net share settlement | $ (1,698) | (1,698) | |||||
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | (29,725) | ||||||
Repurchase of common stock (in shares) | (189,114) | (189,114) | |||||
Repurchase of common stock | $ (7,596) | $ (7,596) | |||||
Share-based compensation | 15,082 | 15,082 | |||||
Issuance of shares under ESPP (in shares) | 15,806 | ||||||
Issuance of shares under ESPP | 631 | 631 | |||||
Reclassifications related to bonuses and other corporate accruals prior to the Separation | $ (3,972) | (3,972) | |||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 19,827,836 | 20,016,950 | |||||
Ending balance at Sep. 30, 2022 | $ (292,279) | $ 200 | 16,893 | $ (7,596) | (267,047) | (34,729) | |
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | (189,114) | ||||||
Beginning balance at Mar. 31, 2022 | (314,703) | 7,108 | (303,037) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 21,921 | ||||||
Share-based compensation | 4,923 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 20,015,838 | ||||||
Ending balance at Jun. 30, 2022 | (300,207) | $ 200 | 12,245 | $ (7,596) | (281,738) | (23,318) | |
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | (189,114) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 15,370 | ||||||
Other comprehensive loss | (11,411) | (11,411) | |||||
Vested restricted stock (in shares) | 3,018 | ||||||
Shares withheld related to net share settlement | $ (108) | (108) | |||||
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | (1,906) | ||||||
Repurchase of common stock (in shares) | 0 | ||||||
Share-based compensation | $ 4,756 | 4,756 | |||||
Reclassifications related to bonuses and other corporate accruals prior to the Separation | $ (679) | (679) | |||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 19,827,836 | 20,016,950 | |||||
Ending balance at Sep. 30, 2022 | $ (292,279) | $ 200 | $ 16,893 | $ (7,596) | $ (267,047) | $ (34,729) | |
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | (189,114) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions”, “Consensus”, the “Company”, “our”, “us” or “we”), is a provider of secure information delivery services with a scalable Software-as-a-Service (“SaaS”) platform. Consensus serves more than one million customers of all sizes, from enterprises to individuals, across over 50 countries and multiple industry verticals including healthcare, 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. Restatement and Revision of Unaudited Condensed Consolidated Financial Statements Restatement of Previously Issued Financial Statements In connection with the preparation of its Annual Report on Form 10-K for the year ended December 31, 2022, the Company identified unintentional errors in its condensed consolidated financial statements as of and for the three months ended September 30, 2022, primarily relating to: (i) its SoHo business that inadvertently grossed up revenue with a corresponding offset to bad debt expense and (ii) the timing of revenue recognition related to a contract, which after review, the Company has concluded should be reclassified as deferred revenue. In addition, in preparation of this Form 10-Q/A, the Company evaluated any other adjustments that would impact the quarterly periods in 2022 and concluded it was appropriate to include those items in the restated periods presented. Those other items include (i) an error in share-based compensation based on a revaluation of the Company’s performance stock units, (ii) an error in the purchase price allocation related to the Summit Acquisition (see Note 4) that increased the values of the intangible assets acquired and reduced the value of goodwill from the acquisition, and (iii) the identification of certain intangible assets post Separation that were incorrectly included in the opening balance at the time of the Spin-off that belonged to the Former Parent, the correction of which decreased intangible assets with an offsetting decrease to equity (see “Adjustments related to the Spin-off” within this footnote). See tables below for more detail. Revision of Previously Issued Financial Statements for Immaterial Misstatements In addition to the restatement of the previously issued consolidated financial statements as of and for the three and nine months ended September 30, 2022, management determined that the errors related to the SoHo revenue and bad debt expense as well as the revaluation of the Company’s performance stock units also existed in the quarterly periods ended March 31, 2022 and June 30, 2022. Management determined that these errors were not material to the three months ended March 31, 2022 or the three or six months ended June 30, 2022. However, the condensed consolidated financial information for the nine months ended September 30, 2022 presented in this Form 10-Q/A reflects the correction of these immaterial errors. Additionally, management will revise its condensed consolidated financial statements for the quarterly periods ended March 31, 2022 and June 30, 2022 when it files its Form 10-Qs for the quarterly periods ended March 31, 2023 and June 30, 2023. The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements as of and for the three months ended September 30, 2022. Condensed Consolidated Balance Sheet (unaudited) September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Assets Intangibles, net $ 49,702 $ 216 $ 49,918 Goodwill 342,104 (1,000) 341,104 Total assets $ 627,389 $ (784) $ 626,605 Liabilities and stockholders' deficit Income taxes payable, current $ 4,883 $ (665) $ 4,218 Deferred revenue, current 26,050 287 26,337 Total current liabilities 95,994 (378) 95,616 Deferred revenue, noncurrent 109 2,213 2,322 Total liabilities 917,049 1,835 918,884 Stockholders’ deficit Additional paid-in capital 16,419 474 16,893 Accumulated deficit (263,954) (3,093) (267,047) Total stockholders’ deficit (289,660) (2,619) (292,279) Total liabilities and stockholders’ deficit $ 627,389 $ (784) $ 626,605 Condensed Consolidated Statement of Income (unaudited) Three Months Ended September 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Restated Revenues $ 95,912 $ (4,135) $ 91,777 Gross profit 80,493 (4,135) 76,358 Operating expenses General and administrative 25,604 (1,765) 23,839 Total operating expenses 45,466 (1,765) 43,701 Income from operations 35,027 (2,370) 32,657 Income before income taxes 24,078 (2,370) 21,708 Income tax expense 6,937 (599) 6,338 Net income $ 17,141 $ (1,771) $ 15,370 Net income per common share: Basic $ 0.86 $ (0.08) $ 0.78 Diluted $ 0.86 $ (0.09) $ 0.77 Weighted average shares outstanding: Basic 19,791,019 — 19,791,019 Diluted 19,885,880 (12,742) 19,873,138 Share-based compensation expense as follows: General and administrative $ 3,736 $ 142 $ 3,878 Total $ 4,614 $ 142 $ 4,756 Condensed Consolidated Statement of Comprehensive Income (unaudited) Three Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Net income $ 17,141 $ (1,771) $ 15,370 Comprehensive income $ 5,730 $ (1,771) $ 3,959 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Three Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Balance July 1, 2022: Additional paid-in capital $ 11,913 $ 332 $ 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total equity $ (299,217) $ (990) $ (300,207) Additional paid-in capital activity: Share-based compensation $ 4,614 $ 142 $ 4,756 Accumulated deficit activity: Net income 17,141 (1,771) 15,370 Balance September 30, 2022: Additional paid-in capital $ 16,419 $ 474 $ 16,893 Accumulated deficit (263,954) (3,093) (267,047) Total equity $ (289,660) $ (2,619) $ (292,279) The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements for the nine months ended September 30, 2022. Condensed Consolidated Statement of Income (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments (1) As Restated Revenues $ 280,000 $ (7,810) $ 272,190 Gross profit 233,889 (7,810) 226,079 Operating expenses General and administrative 61,860 (4,836) 57,024 Total operating expenses 119,023 (4,836) 114,187 Income from operations 114,866 (2,974) 111,892 Income before income taxes 80,035 (2,974) 77,061 Income tax expense 21,915 (665) 21,250 Net income $ 58,120 $ (2,309) $ 55,811 Net income per common share: Basic $ 2.92 $ (0.12) $ 2.80 Diluted $ 2.91 $ (0.12) $ 2.79 Weighted average shares outstanding: Basic 19,879,759 — 19,879,759 Diluted 19,951,653 6,971 19,958,624 Share-based compensation expense as follows: General and administrative $ 12,052 $ 474 $ 12,526 Total $ 14,608 $ 474 $ 15,082 (1) See tables below for the impact of the revision of the results of operations for the three months ended March 31, 2022 and the three and six months ended June 30, 2022. Condensed Consolidated Statement of Comprehensive Income (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Net income $ 58,120 $ (2,309) $ 55,811 Comprehensive income $ 40,248 $ (2,309) $ 37,939 Condensed Consolidated Statement of Cash flows (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Cash flows from operating activities: Net income $ 58,120 $ (2,309) $ 55,811 Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation 14,608 474 15,082 Provision for doubtful accounts 5,250 (5,310) (60) Accounts receivable (10,162) 5,310 (4,852) Income taxes payable (140) (665) (805) Deferred revenue (2,797) 2,500 (297) Net cash provided by operating activities $ 89,272 $ — $ 89,272 There was no impact on cash flows from investing or financing activities. Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Additional paid-in capital activity: Share-based compensation $ 14,608 $ 474 $ 15,082 Accumulated deficit activity: Net income 58,120 (2,309) 55,811 Reclassifications related to the Separation (3,188) (784) (3,972) Balance September 30, 2022: Additional paid-in capital $ 16,419 $ 474 $ 16,893 Accumulated deficit (263,954) (3,093) (267,047) Total equity $ (289,660) $ (2,619) $ (292,279) The following tables reflect the impact of the immaterial error corrections to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022. Condensed Consolidated Balance Sheet (unaudited) March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Assets Intangibles, net $ 53,003 $ (784) $ 52,219 Total assets $ 615,346 $ (784) $ 614,562 Liabilities and stockholders' deficit Income taxes payable, current $ 10,217 $ (5) $ 10,212 Total current liabilities 110,107 (5) 110,102 Stockholders’ deficit Additional paid-in capital 6,918 190 7,108 Accumulated deficit (302,068) (969) (303,037) Total stockholders’ deficit (313,924) (779) (314,703) Total liabilities and stockholders’ deficit $ 615,346 $ (784) $ 614,562 Condensed Consolidated Statement of Income (unaudited) Three Months Ended March 31, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Revised Revenues $ 90,925 $ (1,627) $ 89,298 Gross profit 75,821 (1,627) 74,194 Operating expenses General and administrative 18,806 (1,437) 17,369 Total operating expenses 36,972 (1,437) 35,535 Income from operations 38,849 (190) 38,659 Income before income taxes 25,749 (190) 25,559 Income tax expense 7,043 (5) 7,038 Net income $ 18,706 $ (185) $ 18,521 Net income per common share: Basic $ 0.94 $ (0.01) $ 0.93 Diluted $ 0.93 $ (0.01) $ 0.92 Weighted average shares outstanding: Basic 19,921,375 — 19,921,375 Diluted 20,005,307 30,520 20,035,827 Share-based compensation expense as follows: General and administrative $ 4,361 $ 190 $ 4,551 Total $ 5,213 $ 190 $ 5,403 Condensed Consolidated Statement of Comprehensive Income (unaudited) Three Months Ended March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Net income $ 18,706 $ (185) $ 18,521 Comprehensive income $ 16,589 $ (185) $ 16,404 Condensed Consolidated Statement of Cash flows (unaudited) Three Months Ended March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Cash flows from operating activities: Net income $ 18,706 $ (185) $ 18,521 Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation 5,213 190 5,403 Provision for doubtful accounts 2,045 (1,437) 608 Accounts receivable (4,585) 1,437 (3,148) Income taxes payable 4,781 (5) 4,776 Net cash provided by operating activities $ 49,908 $ — $ 49,908 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Three Months Ended March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Additional paid-in capital activity: Share-based compensation $ 5,213 $ 190 $ 5,403 Accumulated deficit activity: Net income 18,706 (185) 18,521 Reclassifications related to the Separation (1,888) (784) (2,672) Balance March 31, 2022: Additional paid-in capital $ 6,918 $ 190 $ 7,108 Accumulated deficit (302,068) (969) (303,037) Total equity $ (313,924) $ (779) $ (314,703) The following tables reflect the impact of the immaterial error corrections to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements as of and for the three months ended June 30, 2022. Condensed Consolidated Balance Sheet (unaudited) June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Assets Intangibles, net $ 51,922 $ (784) $ 51,138 Total assets $ 604,020 $ (784) $ 603,236 Liabilities and stockholders' deficit Income taxes payable, current $ 5,199 $ (66) $ 5,133 Deferred revenue, current 30,606 272 30,878 Total current liabilities 82,170 206 82,376 Stockholders’ deficit Additional paid-in capital 11,913 332 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total stockholders’ deficit (299,217) (990) (300,207) Total liabilities and stockholders’ deficit $ 604,020 $ (784) $ 603,236 Condensed Consolidated Statement of Income (unaudited) Three Months Ended June 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Revised Revenues $ 93,163 $ (2,048) $ 91,115 Gross profit 77,576 (2,048) 75,528 Operating expenses General and administrative 17,450 (1,634) 15,816 Total operating expenses 36,585 (1,634) 34,951 Income from operations 40,991 (414) 40,577 Income before income taxes 30,209 (414) 29,795 Income tax expense 7,935 (61) 7,874 Net income $ 22,274 $ (353) $ 21,921 Net income per common share: Basic $ 1.12 $ (0.02) $ 1.10 Diluted $ 1.11 $ (0.01) $ 1.10 Weighted average shares outstanding: Basic 19,928,316 — 19,928,316 Diluted 19,965,204 3,136 19,968,340 Share-based compensation expense as follows: General and administrative $ 3,955 $ 142 $ 4,097 Total $ 4,781 $ 142 $ 4,923 Condensed Consolidated Statement of Comprehensive Income (unaudited) Three Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Net income $ 22,274 $ (353) $ 21,921 Comprehensive income $ 17,930 $ (353) $ 17,577 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Three Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Balance April 1, 2022: Additional paid-in capital $ 6,918 $ 190 $ 7,108 Accumulated deficit (302,068) (969) (303,037) Total equity $ (313,924) $ (779) $ (314,703) Additional paid-in capital activity: Share-based compensation $ 4,781 $ 142 $ 4,923 Accumulated deficit activity: Net income 22,274 (353) 21,921 Balance June 30, 2022: Additional paid-in capital $ 11,913 $ 332 $ 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total equity $ (299,217) $ (990) $ (300,207) The following tables reflect the impact of the immaterial error corrections to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements for the six months ended June 30, 2022. Condensed Consolidated Statement of Income (unaudited) Six Months Ended June 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Revised Revenues $ 184,088 $ (3,675) $ 180,413 Gross profit 153,396 (3,675) 149,721 Operating expenses General and administrative 36,256 (3,071) 33,185 Total operating expenses 73,557 (3,071) 70,486 Income from operations 79,839 (604) 79,235 Income before income taxes 55,957 (604) 55,353 Income tax expense 14,978 (66) 14,912 Net income $ 40,979 $ (538) $ 40,441 Net income per common share: Basic $ 2.05 $ (0.03) $ 2.02 Diluted $ 2.04 $ (0.02) $ 2.02 Weighted average shares outstanding: Basic 19,924,864 — 19,924,864 Diluted 19,985,275 16,828 20,002,103 Share-based compensation expense as follows: General and administrative $ 8,316 $ 332 $ 8,648 Total $ 9,994 $ 332 $ 10,326 Condensed Consolidated Statement of Comprehensive Income (unaudited) Six Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Net income $ 40,979 $ (538) $ 40,441 Comprehensive income $ 34,518 $ (538) $ 33,980 Condensed Consolidated Statement of Cash flows (unaudited) Six Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Cash flows from operating activities: Net income $ 40,979 $ (538) $ 40,441 Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation 9,994 332 10,326 Provision for doubtful accounts 3,262 (3,071) 191 Accounts receivable (7,351) 3,071 (4,280) Income taxes payable 60 (66) (6) Deferred revenue 1,409 272 1,681 Net cash provided by operating activities $ 52,206 $ — $ 52,206 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Six Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Additional paid-in capital activity: Share-based compensation $ 9,994 $ 332 $ 10,326 Accumulated deficit activity: Net income 40,979 (538) 40,441 Reclassifications related to the Separation (2,509) (784) (3,293) Balance June 30, 2022: Additional paid-in capital $ 11,913 $ 332 $ 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total equity $ (299,217) $ (990) $ (300,207) The accompanying applicable Notes to the condensed consolidated financial statements have been updated to reflect the restatement and revision as of and for the three and nine months ended September 30, 2022. Consensus Cloud Solutions, Inc. Spin-Off On September 21, 2021, J2 Global, Inc., known since October 7, 2021 as Ziff Davis, Inc. (“Ziff Davis” or the “Former Parent”) announced that its Board of Directors approved its previously announced separation of the cloud fax business (the “Separation”), into an independent publicly traded company, Consensus Cloud Solutions, Inc. On October 7, 2021, the Separation was completed and the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in J2 Cloud Services, LLC (“J2 Cloud Services”), in exchange for approximately $259.1 million in cash, an asset related to $500.0 million in aggregate principal amount of the 6.5% Senior Notes due 2028, and the return of the assets and liabilities related to the non-fax business back to Ziff Davis. On October 8, 2021, Consensus began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the stock symbol “CCSI”. Ziff Davis retained a 19.9% interest in Consensus following the Separation. Subsequently Ziff Davis has sold, or otherwise disposed of, a portion of its Consensus shares, reducing its beneficial ownership in the Company to under 10% as of September 30, 2022 (see Note 17 - Related Party Transactions). Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The consolidated financial statements of Consensus for periods prior to the completion of the Separation are those of J2 Cloud Services, which were derived from the interim condensed consolidated financial statements of Ziff Davis on a carve-out basis using the historical assets, liabilities, and results of operations attributable to the legal entities and business units which comprised historical J2 Cloud Services. J2 Cloud Services was a wholly-owned subsidiary of Ziff Davis, and together with its subsidiaries, was a provider of internet services, including cloud-based subscription services to consumers and businesses including cloud fax, voice, cybersecurity, privacy and marketing technology. For periods prior to the Separation, the interim condensed consolidated financial statements of Consensus included an allocation of certain corporate expenses related to services provided to J2 Cloud Services by Ziff Davis. These expenses included the cost of executive management, information technology, legal, treasury, risk management, human resources, accounting and financial reporting, investor relations, public relations, and internal audit services provided by the Former Parent company personnel to J2 Cloud Services. The cost of these services had been allocated to J2 Cloud Services based on specific identification when possible or, when the expenses were determined to be global in nature, based on the percentage of J2 Cloud Services’ relative revenue to total Ziff Davis revenue for the periods presented. Management believes that these allocations were reasonable representations of the costs incurred for the services provided; however, these allocations may not be indicative of the actual expenses that would have been incurred by J2 Cloud Services had it been operating as an independent company for the periods presented. Interest expense relates to interest incurred on third-party debt issued by historical J2 Cloud Services. No interest expense incurred by Ziff Davis was allocated to J2 Cloud Services as Ziff Davis’ third-party debt was not specifically related to historical operations of J2 Cloud Services. As the Cloud Fax business was not historically held by a single legal entity, “net parent investment” is shown to represent Ziff Davis’ interest in the recorded net assets of historical J2 Cloud Services. Other comprehensive income or loss attributable to J2 Cloud Services is presented as a separate component of equity. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, although the Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021, included in our Annual Report (Form 10-K) filed with the SEC on April 15, 2022. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, share-based compensation expense, fair value of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, lease impairment, contingent consideration, income taxes, sales taxes, contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the novel coronavirus pandemic (“COVID-19”). Discontinued Operations The accounting requirements for reporting the Company’s non-fax business as a discontinued operation were met when the Separation was completed. Accordingly, the Condensed Consolidated Statements of Income reflect the results of the non-fax business as a discontinued operation for the prior period presented (see Note 5 - Discontinued Operations and Disposition of Business). Allowances for Doubtful Accounts The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Income. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the adequacy of these reserves. Revenue Recognition The Company recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3 - Revenues). Principal vs. Agent The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance under Accounting Standards Codification 606, Revenue from Contracts with Customers (“Topic 606”), for principal-agent considerations and assesses: (i) if another party is involved in providing goods or services to the customer and (ii) whether the Company controls the specified goods or services prior to transferring control to the customer. Sales Taxes The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer. Impairment or Disposal of Long-Lived Assets The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important which could individually or in combination trigger an impairment review include the following: • Significant underperformance relative to expected historical or projected future operating results; • Significant changes in the manner of the Company’s use of the acquired assets or the strategy for J2 Cloud Services overall business; • Significant negative industry or economic trends; • Significant decline in the Company’s stock price for a sustained period; and • The Company’s market capitalization relative to net book value. If the Company determines that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. No impairment was recorded in the third quarter of 2022. In the third quarter of 2021, the Company recorded impairment of certain operating right-of-use assets related to the non-fax business (refer to Note 5 - Discontinued Operations and Disposition of Businesses). The Company classifies its long-lived assets to be sold as held for sale in the period if (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale. Business Combinations and Valuation of Goodwill and Intangible Assets The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years, with amortization expense included in general and administrative expenses on the Condensed Consolidated Statements of Income. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized, but tested a |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The accommodations are available for all entities through December 31, 2022, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and convertible preferred stock in order to simplify the accounting for convertible instruments and reduce complexity. In addition, it amends the guidance for scope exception surrounding derivatives for contracts in an entity’s own equity. In each case, the related guidance surrounding EPS has also been amended. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. This amendment may be adopted using either a modified or fully retrospective method of transition. The Company does not expect the adoption of this standard to have an impact on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this ASU improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including the interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2021-08 in the second quarter of 2022 and applied it to the Summit acquisition as disclosed within Note 4 - Business Acquisitions. As a result of this adoption, the Company recognized $0.9 million in deferred revenue with a corresponding increase in Goodwill. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, including the interim periods within those fiscal years. Early adoption is permitted. This amendment should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | RevenuesThe Company’s revenues substantially consist of monthly recurring subscription and usage-based fees, the majority of which are paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (As Restated) (As Restated) Corporate $ 48,974 $ 43,175 $ 144,360 $ 126,290 Small office home office (“SoHo”) 42,801 45,931 127,808 137,095 Other 2 92 22 275 Total revenues $ 91,777 $ 89,198 $ 272,190 $ 263,660 Timing of revenue recognition Point in time $ 135 $ — $ 572 $ — Over time 91,642 89,198 271,618 263,660 Total $ 91,777 $ 89,198 $ 272,190 $ 263,660 The Company has recorded $4.0 million and $4.1 million of revenue for the three months ended September 30, 2022 and 2021, respectively, and $19.2 million and $20.7 million of revenue for the nine months ended September 30, 2022 and 2021, respectively, that was previously included in the deferred revenue balance as of the beginning of each respective year. As of September 30, 2022 and December 31, 2021, the Company acquired $5.0 million and zero, respectively, of deferred revenue in connection with the Company’s business acquisitions (see Note 4 - Business Acquisitions), which are subject to purchase accounting adjustments. Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on its relative standalone selling price. The Company satisfies its performance obligations upon delivery of services to its customers. Payment terms vary by type and location of the Company’s customers and the services offered. The term 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 In determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation. Performance Obligations Satisfied Over Time The Company’s business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based, where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenues for these services are recognized over the contract period when faxing capabilities are provided. The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for the services because other payment terms would affect the nature of the risk assumed by the Company to provide service given the costs of the customer acquisition and the highly competitive and commoditized nature of the business Consensus operates which allows customers to easily move from one provider to another. This additional risk may make it uneconomical to provide the service. 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 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. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions 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 Condensed Consolidated Statement of Income since the date of acquisition and balance sheet as of September 30, 2022, reflect the results of operations of this 2022 acquisition. For the nine months ended September 30, 2022, this acquisition contributed $5.3 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, and is subject to certain post-closing adjustments which may increase or decrease the final consideration paid. The following table summarizes the preliminary allocation of the purchase consideration, net of cash acquired, for this acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 1,248 Prepaid expenses and other current assets 30 Property and equipment 9 Operating lease right-of-use assets, non-current 413 Trademarks 800 Customer relationships 8,600 Goodwill 5,789 Other intangibles 1,000 Accounts payable and accrued expenses (295) Deferred revenue (4,951) Operating lease liabilities, non-current (413) Total $ 12,230 The initial accounting for the Summit acquisition is preliminary and subject to change. The Company expects to finalize the accounting for the Summit acquisition within twelve months of the acquisition date. During the third quarter of 2022, the Company recorded a working capital adjustment of $2.1 million, which reduced the purchase price of the acquisition by the same amount. Since the date of acquisition, the Company has recorded $1.4 million in additional deferred revenue with a corresponding increase in Goodwill as a measurement period adjustment. Additionally, as a result of the early adoption of ASU 2021-08 in the second quarter of 2022, the Company recognized $0.9 million in deferred revenue with a corresponding increase in Goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with this acquisition during the nine months ended September 30, 2022 is $5.8 million, of which $5.8 million is expected to be deductible for income tax purposes. |
Discontinued Operations and Dis
Discontinued Operations and Disposition of Businesses | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Disposition of Businesses | Discontinued Operations and Disposition of Businesses On October 7, 2021, the Former Parent transferred certain assets and liabilities associated with its Cloud Fax business to Consensus, including the equity interests in J2 Cloud Services, in exchange for approximately $259.1 million in cash, an asset related to the $500 million 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. The transfer to the Former Parent of the non-fax business met the accounting requirements to be presented as a discontinued operation once the Separation was completed as the disposition of the non-fax business constituted a strategic shift that had a major effect on the Company’s operations relative to the historical operations of J2 Cloud Services. Accordingly, the condensed consolidated financial statements reflect the results of the non-fax business as a discontinued operation for all periods presented. The Condensed Consolidated Statements of Income report discontinued operations separate from continuing operations. The Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Stockholders’ (Deficit) Equity combine continuing and discontinued operations. The Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Cash Flows and Consolidated Statements of Stockholders’ (Deficit) Equity include the non-fax business activity through October 7, 2021. The key components of income from discontinued operations that were included in the Company’s Condensed Consolidated Statement of Income are as follows (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Revenues $ 92,904 $ 265,230 Cost of revenues 26,102 72,731 Gross profit 66,802 192,499 Operating expenses: Sales and marketing 25,297 70,775 Research, development and engineering 6,241 16,361 General and administrative 29,025 84,348 Goodwill impairment on business — 32,629 Total operating expense 60,563 204,113 Income (loss) from discontinued operations 6,239 (11,614) Interest expense (51) (229) Interest income 181 680 Loss on sale of businesses (24,599) (21,797) Other expense, net (675) (426) Loss from discontinued operations before income taxes (18,905) (33,386) Income tax benefit (4,997) (16,268) Loss from discontinued operations, net of income taxes $ (13,908) $ (17,118) The key components of cash flows from discontinued operations are as follows (in thousands): Nine Months Ended September 30, 2021 Depreciation and amortization $ 39,804 Capital expenditure 13,028 Share-based compensation 3,254 Non-cash operating lease costs 3,227 Deferred income taxes, net 5,416 Lease asset impairments and other charges 2,707 Loss on sale of businesses 21,798 Goodwill impairment on business 32,629 Prior to the Separation, the Company completed the following dispositions that did not meet the criteria for discontinued operations by themselves but were subsequently classified as discontinued operations as they are part of the non-fax business transferred back to the Former Parent. Voice Asset Sales (Non-Consensus) During the first quarter of 2021, the Company committed to a plan to sell certain Voice assets in the United Kingdom as they were determined to be non-core assets. On February 9, 2021, in a cash transaction, the Company sold the Voice assets. For the nine months ended September 30, 2021, the total gain recognized on the sale was $2.8 million which was recorded in discontinued operations on the Condensed Consolidated Statement of Income. B2B Back-up Sale (Non-Consensus) During the first quarter of 2021, the Company committed to a plan to sell its B2B Backup business as it was determined to be a non-core business. During the second quarter of 2021, the Company received an offer to purchase the business. Management determined that the fair value of the business less cost to sell was lower than its carrying amount. As a result, the Company recorded an impairment to goodwill of $32.6 million which was recorded in the second quarter of 2021. and is included within discontinued operations on the Condensed Consolidated Statement of Income. On September 17, 2021, in a cash transaction, the Company sold the B2B Backup business. For the three and nine months ended September 30, 2021, |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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 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 - Debt). |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions are not accurate, then the resulting change will impact the fair value of the intangible asset. Identifiable intangible assets are amortized over the period of estimated economic benefit, which ranges from 1 year to 20 years. In the nine months ended September 30, 2022, the Company acquired technology for jSign, a corporate solution that provides electronic signature and digital signature solutions to businesses, offering document markup and end-user signing services via mobile-aware web application and enterprise API. The purchase price was $1.0 million and the asset is included in Intangibles, net on the Condensed Consolidated Balance Sheet. The changes in carrying amounts of goodwill for the nine months ended September 30, 2022 are as follows (in thousands): Amount Balance as of January 1, 2022 $ 339,209 Goodwill acquired (Note 4) 5,789 Foreign exchange translation (1) (3,894) Balance as of September 30, 2022 $ 341,104 (1) In the second quarter of 2022, the Company recorded a $5.5 million out of period correction that increased goodwill with an offset to the cumulative translation adjustment. It was deemed to be an out of period correction that was not material to 2022 or any prior period. Intangible Assets with Indefinite Lives: Intangible assets are summarized as follows (in thousands): September 30, 2022 December 31, 2021 Trade names $ 27,262 $ 27,388 Other 4,045 3,683 Total $ 31,307 $ 31,071 Intangible Assets Subject to Amortization: As of September 30, 2022, intangible assets subject to amortization relate primarily to the following (in thousands): (As Restated) Weighted-Average Remaining Amortization Period Historical Accumulated Net Trade names 0.5 years $ 7,945 $ 7,430 $ 515 Patent and patent licenses 0.0 years 54,341 54,341 — Customer relationships (1) 3.2 years 105,560 90,227 15,333 Other purchased intangibles 2.1 years 11,923 9,160 2,763 Total $ 179,769 $ 161,158 $ 18,611 (1) Historically, the Company has amortized 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 As of December 31, 2021, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Remaining Amortization Period Historical Accumulated Net Trade names 1.6 years $ 12,219 $ 10,633 $ 1,586 Patent and patent licenses (1) 0.0 years 54,341 53,930 411 Customer relationships (2) 4.3 years 99,571 90,050 9,521 Other purchased intangibles 3.8 years 13,160 12,200 960 Total $ 179,291 $ 166,813 $ 12,478 (1) The December 31, 2021 patent and patent licenses historical cost and accumulated amortization balance was adjusted to conform with presentation of the December 31, 2022 balance for comparability purposes. There was no impact to the net balance. (2) Historically, the Company has amortized 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 Estimated amortization expense for the remainder of fiscal year 2022 and succeeding years is as follows: Fiscal Year: (in thousands) 2022 (Remainder) $ 1,032 2023 4,174 2024 3,471 2025 2,624 2026 2,179 Thereafter 5,131 Total $ 18,611 Amortization expense was $1.2 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively. Amortization expense was $3.8 million and $4.4 million for the nine months end September 30, 2022 and 2021, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consists of the following (in thousands): September 30, 2022 December 31, 2021 2026 Senior Notes $ 305,000 $ 305,000 2028 Senior Notes 500,000 500,000 Total Notes 805,000 805,000 Less: Deferred issuance costs (11,613) (12,960) Total long-term debt $ 793,387 $ 792,040 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 6.0% Senior Notes are presented as long-term debt, net of deferred issuance costs, on the Condensed Consolidated Balance Sheet as of September 30, 2022. The 2026 Senior Notes bear interest at a rate of 6.0% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2022. The 2026 Senior Notes mature on October 15, 2026, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2026 Senior Notes were issued (the “2026 Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2026 Senior Notes. The Company may redeem some or all of the 2026 Senior Notes at any time on or after October 15, 2023 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40% of the 2026 Senior Notes at a price equal to 106.0% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Company may make such redemption only if, after such redemption, at least 50% of the aggregate principal amount of the 2026 Senior Notes remains outstanding. In addition, at any time prior to October 15, 2023, the Company may redeem some or all of the 2026 Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium. The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $100.0 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of September 30, 2022. As of September 30, 2022 and December 31, 2021, the estimated fair value of the 2026 Senior Notes was approximately $266.9 million and $316.1 million, respectively, and was based on quoted market prices or dealer quotes for the 2026 Senior Notes which are Level 1 inputs in the fair value hierarchy. 2028 Senior Notes On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the “2028 Senior Notes”), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis (see Note 17 - Related Party Transactions). Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount indebtedness under such credit agreement for a total amount of $483.8 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 2028 Senior Notes were presented as long-term debt, net of deferred issuance costs, on the Condensed Consolidated Balance Sheet as of September 30, 2022. The 2028 Senior Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2022. The 2028 Senior Notes mature on October 15, 2028, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If Consensus Cloud Solutions, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 2028 Senior Notes were issued (the “2028 Indenture”), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 2028 Senior Notes. The Company may redeem some or all of the 2028 Senior Notes at any time on or after October 15, 2026 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if Consensus Cloud Solutions, Inc. and subsidiaries designated as restricted subsidiaries has a net leverage ratio of greater than 3.0 to 1.0. In addition, if such net leverage ratio is in excess of 3.0 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not to exceed the greater of (A) $100.0 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of September 30, 2022. As of September 30, 2022 and December 31, 2021, the estimated fair value of the 2028 Senior Notes was approximately $425.0 million and $521.2 million, respectively, and was based on quoted market prices or dealer quotes for the 2028 Senior Notes which are Level 1 inputs in the fair value hierarchy. Credit Agreement On March 4, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with certain lenders party thereto (the “Lenders) and MUFG Union Bank, N.A., as agent (the “Agent”). Pursuant to the Credit Agreement, the Lenders have provided Consensus with a 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 September 30, 2022, no amount has been drawn down on the Credit Facility. The Credit Facility is guaranteed by each wholly-owned material domestic subsidiary of Consensus, and secured by substantially all assets of Consensus and the guarantors. The loans made under the Credit Facility are subject to a Secured Overnight Financing Rate (“SOFR”) based interest rate between 1.75% - 2.50%, with stepdowns subject to the total net leverage ratio. The Credit Facility is subject to a total net leverage ratio covenant and a minimum EBITDA requirement, in each case tested on a quarterly basis. The Credit Agreement contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Unsecured indebtedness may be incurred, assets may be disposed of, restricted payments may be made and investments may be made, in each case subject to compliance with the Company’s financial covenants. The Company is in compliance with its covenants as of September 30, 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
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 In certain agreements in which the Company leases office space where the Company is the tenant, it subleases the site to various other companies through a sublease agreement. The components of lease expense are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease cost $ 604 $ 483 $ 1,840 $ 1,738 Short-term lease cost 384 161 1,186 875 Finance lease cost Amortization of right-of-use assets 297 283 897 516 Total lease cost $ 1,285 $ 927 $ 3,923 $ 3,129 Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2022 December 31, 2021 Lease-related assets and liabilities Operating lease right-of-use assets $ 7,419 $ 7,233 Finance lease right-of-use assets (1) 1,728 2,648 Total right-of-use assets $ 9,147 $ 9,881 Operating lease liabilities, current $ 2,458 $ 2,421 Operating lease liabilities, noncurrent 13,998 14,108 Total operating lease liabilities $ 16,456 $ 16,529 (1) The full amount of the finance leases were prepaid. Therefore, there is no corresponding lease liability associated with the finance right-of-use assets. Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,085 $ 925 Operating cash flows from finance leases — 2,719 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,316 $ — Finance leases — 2,719 Other supplemental operating lease information consists of the following: September 30, 2022 December 31, 2021 Operating leases: Weighted average remaining lease term 8.1 years 8.8 years Weighted average discount rate 4.8 % 4.8 % Maturities of operating lease liabilities as of September 30, 2022 are as follows (in thousands): Operating Leases Fiscal Year: 2022 (remainder) $ 1,169 2023 2,602 2024 2,561 2025 2,389 2026 2,461 Thereafter 10,697 Total lease payments $ 21,879 Less: Imputed interest (5,423) Present value of operating lease liabilities $ 16,456 Significant Judgments Discount Rate The majority of the Company’s leases are discounted using the Company’s incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate each quarter for collateralized loans with a maturity similar to the lease term. Options The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs. Facility lease |
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 In certain agreements in which the Company leases office space where the Company is the tenant, it subleases the site to various other companies through a sublease agreement. The components of lease expense are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease cost $ 604 $ 483 $ 1,840 $ 1,738 Short-term lease cost 384 161 1,186 875 Finance lease cost Amortization of right-of-use assets 297 283 897 516 Total lease cost $ 1,285 $ 927 $ 3,923 $ 3,129 Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2022 December 31, 2021 Lease-related assets and liabilities Operating lease right-of-use assets $ 7,419 $ 7,233 Finance lease right-of-use assets (1) 1,728 2,648 Total right-of-use assets $ 9,147 $ 9,881 Operating lease liabilities, current $ 2,458 $ 2,421 Operating lease liabilities, noncurrent 13,998 14,108 Total operating lease liabilities $ 16,456 $ 16,529 (1) The full amount of the finance leases were prepaid. Therefore, there is no corresponding lease liability associated with the finance right-of-use assets. Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,085 $ 925 Operating cash flows from finance leases — 2,719 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,316 $ — Finance leases — 2,719 Other supplemental operating lease information consists of the following: September 30, 2022 December 31, 2021 Operating leases: Weighted average remaining lease term 8.1 years 8.8 years Weighted average discount rate 4.8 % 4.8 % Maturities of operating lease liabilities as of September 30, 2022 are as follows (in thousands): Operating Leases Fiscal Year: 2022 (remainder) $ 1,169 2023 2,602 2024 2,561 2025 2,389 2026 2,461 Thereafter 10,697 Total lease payments $ 21,879 Less: Imputed interest (5,423) Present value of operating lease liabilities $ 16,456 Significant Judgments Discount Rate The majority of the Company’s leases are discounted using the Company’s incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate each quarter for collateralized loans with a maturity similar to the lease term. Options The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs. Facility lease |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, the Company and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against the Company and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief. The Company does not believe, based on current knowledge, that any legal proceedings or claims currently exist which, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. It is the Company’s policy to expense legal fees related to any litigation as incurred. Non-Income Related Taxes The Company historically did not collect sales tax in states where it was not able to quantify the appropriate sales tax to be collected. The Company believes it is probable that a sales tax liability exists for its corporate accounts for periods from 2017 through 2021; however, the Company could not estimate the sales tax liability for its corporate customers. Prior to the third quarter of 2022, the Company was unable to determine which of these customers are either exempt organizations or resellers and are 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 three and nine months ended September 30, 2022 within accounts payable and accrued expenses on the Company’s Condensed Consolidated Balance Sheets, as the exposure became probable and estimable. In the year ended December 31, 2021, the Company determined that a sales tax liability was probable and it developed a methodology to estimate the sales tax liability for the SoHo revenue stream during the affected periods from 2017 through 2021. The Company has taken the same approach in estimating the liability for the nine months ended September 30, 2022. Accordingly, the Company has recorded a sales tax expense within general and administrative expenses in the Condensed Consolidated Statements of Income of $8.4 million and $9.5 million for the three and nine months ended September 30, 2022, respectively, and zero for the three and nine months ended September 30, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Historically, the Company was included in the federal consolidated and state combined income tax returns with the Former Parent and its other subsidiaries. For purposes of the prior period condensed consolidated financial statements, the Company’s taxes were determined using the separate return method as if the Company had filed separate tax returns as a C-Corporation. Accordingly, income tax amounts computed under this method (including deferred taxes and net operating loss carryforwards) may differ from amounts included in the Former Parent’s historical consolidated provision. Pursuant to the terms of the Separation, any tax liabilities with respect to Discontinued Operations remains the responsibility of the Former Parent. The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was 29.2% (as restated) and 21.9%, respectively. The Company’s effective tax rate for the nine months ended September 30, 2022 and 2021 was 27.6% (as restated) and 23.5%, respectively. The Company’s increased rate during the three and nine months ended September 30, 2022 is primarily due to certain expenses not being deductible for tax. Income (loss) before income taxes included income from domestic operations of $(2.2) million (as restated) and $97.8 million for the nine months ended September 30, 2022 and 2021, respectively, and income from foreign operations of $79.2 million and $58.0 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company had $7.0 million and $4.8 million, respectively, in liabilities for uncertain income tax positions. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s Condensed Consolidated Statements of Income. Income Tax Audits The Company files tax returns in the US, Ireland, Netherlands, France, Canada, Japan and Hong Kong. As of September 30, 2022, the Company is not under audit in any jurisdiction that it operates within. The Company has recently filed its first set of post-spin tax returns including some international subsidiaries who have previously filed in their local jurisdictions. Depending on the jurisdictions in which the Company is filing, tax returns for the years from 2015 onwards are still open to examination by tax authorities. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Repurchase Program On March 1, 2022, the Company’s Board of Directors approved a share buyback program. Under this program, the Company may purchase, in the public market or in off-market transactions, up to $100.0 million of the Company’s common stock through February 2025. The timing and amounts of purchases will be determined by the Company, depending on market conditions and other factors it deems relevant. The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans and during the three and nine months ended September 30, 2022, the Company repurchased zero and 189,114 shares, respectively, under this program. Cumulatively as of September 30, 2022, 189,114 shares have been repurchased at an aggregate cost of $7.6 million. At the time of certain vesting events related to restricted stock units or restricted stock awards that are held by participants in Consensus’ Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees’ tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase program described above. During the three and nine months ended September 30, 2022 the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 1,906 and 29,725 shares, respectively Dividends |
Equity Incentive and Employee S
Equity Incentive and Employee Stock Purchase Plan | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive and Employee Stock Purchase Plan | Equity Incentive and Employee Stock Purchase Plan The Company’s share-based compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below. (a) 2021 Equity Incentive Plan In December 2021, Consensus’ Board of Directors adopted the 2021 Plan, which provides for the grant of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units, and other share-based awards. 4,000,000 shares of common stock are authorized to be used for 2021 Plan purposes. Restricted Stock and Restricted Stock Units The Company has awarded restricted stock and restricted stock units to its Board of Directors and staff pursuant to the 2021 Plan. Compensation expense resulting from restricted stock and restricted 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 typically one year for awards to members of the Company’s Board of Directors, four years for staff and five years for the Chief Executive Officer and Chief Operating Officer (excluding market-based awards discussed below). The Company granted 16,523 shares and 66,767 shares of restricted stock and restricted stock units (excluding awards with market conditions below) during the three and nine months ended September 30, 2022, respectively. Restricted Stock and Restricted Stock Units with Market Conditions The Company has awarded certain key employees market-based restricted stock awards 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 specified stock price targets over 30 trading days. Stock-based compensation expense related to an award with a market condition is recognized over the requisite service period using the graded-vesting method unless the market condition has been met and requisite service period has been completed, then the expense will be accelerated and recognized in period. During the three and nine months ended September 30, 2022, the Company awarded zero and 5,091 market-based restricted stock awards, respectively. The per share weighted average grant-date fair value of the market-based restricted stock awards granted during the nine months ended September 30, 2022 was $49.12, as determined by the valuation. Notwithstanding the valuation, all market-based stock awards are issued at the market value at the close of business on the date the grant is awarded. The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions: September 30, 2022 Underlying stock price at valuation date $ 57.15 Expected volatility 35.0 % Risk-free interest rate 1.5 % Restricted stock activity for the nine months ended September 30, 2022 is set forth below: Shares Weighted-Average Nonvested at January 1, 2022 65,235 $ 38.46 Granted 884 37.67 Vested (30,703) 38.50 Canceled — — Nonvested at September 30, 2022 35,416 $ 38.42 Restricted stock unit activity for the nine months ended September 30, 2022 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2022 1,013,097 Granted 70,974 Vested (51,405) Canceled (21,291) Outstanding at September 30, 2022 1,011,375 3.8 $ 47,838,038 Vested and expected to vest at September 30, 2022 648,013 3.0 $ 30,651,008 As of September 30, 2022, the Company had unrecognized share-based compensation cost, as restated, of $35.4 million associated with these awards. This cost, as restated, of $0.7 million for awards and $34.7 million for units is expected to be recognized over a weighted-average period of 1.2 years for awards and 4.7 years for units. (b) Employee Stock Purchase Plan In October 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 beginning or the end of the offering period, with each offering period being six months. The Company determined that a plan provision exists that 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 the Company to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the ESPP. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by the Company’s Board of Directors. Estimated forfeiture rates were 1.94% as of September 30, 2022. For the three and nine months ended September 30, 2022, zero and 15,806 shares, respectively, were purchased under the Purchase Plan. Cash received upon the issuance of Consensus common stock under the Purchase Plan during the three and nine months ended September 30, 2022 was zero and $0.6 million, respectively. As of September 30, 2022, 973,773 shares were available under the Purchase Plan for future issuance. The compensation expense related to the current offering period of the Purchase Plan has been estimated utilizing the following assumptions: September 30, 2022 Risk-free interest rate 1.54% Expected term (in years) 0.5 Dividend yield 0.00% Expected volatility 24.55% Weighted average volatility 24.55% |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 (1) 2022 2021 (1) (As Restated) (As Restated) Numerator for basic and diluted net income per common share: Net income from continuing operations attributable to common shareholders $ 15,370 $ 41,132 $ 55,811 $ 119,220 Net income available to participating securities (2) (24) — (119) — Net income available to common shareholders from continuing operations $ 15,346 $ 41,132 $ 55,692 $ 119,220 Denominator: Weighted-average outstanding shares of common stock 19,791,019 19,902,924 19,879,759 19,902,924 Dilutive effect of: Equity incentive plans 66,356 — 64,473 — Employee Stock Purchase Plan 15,763 — 14,392 — Common stock and common stock equivalents 19,873,138 19,902,924 19,958,624 19,902,924 Net income per share from continuing operations: Basic $ 0.78 $ 2.07 $ 2.80 $ 5.99 Diluted $ 0.77 $ 2.07 $ 2.79 $ 5.99 (1) On October 7, 2021, the separation of Consensus into an independent publicly traded company was completed. The Former Parent distributed 19,902,924 shares of Consensus common stock to holders of J2 Global common stock as of the close of business on October 1, 2021, the record date for the distribution. This share amount was utilized for the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 because the number of shares issued simply reflect a recharacterization of the capital account previously held by the Former Parent. (2) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). For the three and nine months ended September 30, 2022, there were 499,584 and 499,476, respectively, anti-dilutive shares that were excluded from the earnings per share calculation. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance. The CODM views the Company as one business, Cloud Fax. The Company’s Cloud Fax business is driven primarily by subscription revenues that have relatively higher margins, are stable and predictable from quarter to quarter with minor seasonal weakness in the fourth quarter. The accounting policies of the businesses are the same as those described in Note 1 - Basis of Presentation. The Company evaluates performance based on revenue, gross margin and profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses. The Company maintains operations in the U.S., Canada, Ireland and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues: (As Restated) (As Restated) United States $ 72,720 $ 69,747 $ 214,214 $ 205,011 Canada $ 12,679 $ 11,289 $ 37,013 $ 33,741 Ireland 4,309 5,376 13,785 16,813 All other countries 2,069 2,786 7,178 8,095 Foreign countries 19,057 19,451 57,976 58,649 $ 91,777 $ 89,198 $ 272,190 $ 263,660 The following presents the Company’s long-lived assets, excluding intangible assets (in thousands): September 30, 2022 December 31, 2021 Long-lived assets: United States $ 53,768 $ 39,475 Canada $ 620 $ 748 Ireland 194 787 All other countries 278 72 Foreign countries 1,092 1,607 Total $ 54,860 $ 41,082 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated balances of other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the three months ended September 30, 2022 (in thousands): Foreign Currency Translation Balance as of July 1, 2022 $ (23,318) Other comprehensive loss (11,411) Net increase in other comprehensive loss (11,411) Balance as of September 30, 2022 $ (34,729) The following table summarizes the changes in accumulated balances of other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the nine months ended September 30, 2022 (in thousands): Foreign Currency Translation Balance as of January 1, 2022 $ (16,857) Other comprehensive loss (17,872) Net increase in other comprehensive loss (17,872) Balance as of September 30, 2022 $ (34,729) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the Separation, Consensus and Ziff Davis entered into several agreements that govern the relationship of the parties following the Separation, including a separation and distribution agreement, a transition services agreement (“TSA”), a tax matters agreement, an employee matters agreement, an intellectual property license agreement, and a stockholder and registration rights agreement (the “Agreements”). The TSA governs services including certain information technology services, finance and accounting services and human resource and employee benefit services. The agreed-upon charges, if any, for such services are intended to cover any costs and expenses incurred in providing such services. As of September 30, 2022, a majority of the services provided under TSA were completed or terminated, with a select few services still winding down and set to terminate no later than 24 months following the Separation. Further, as noted in Note 9, Ziff Davis assigned its lease of office space in Los Angeles, California to Consensus. Ziff Davis and Consensus will have joint liability under the lease through October 7, 2022, after which time the Company will be the sole lessee under the lease. During the three and nine months ended September 30, 2022, the Company paid approximately $7.2 million and $18.7 million to Ziff Davis, respectively, to settle co-mingled cash accounts, costs associated with the transition services agreement and Separation. Additionally, the Company incurred approximately $0.1 million and $0.6 million, respectively, in costs related to the registration of shares for sale held by Ziff Davis for the three and nine months ended September 30, 2022. These costs were recorded in general and administrative expenses within the Condensed Consolidated Statement of Income. Subsequent to the disposition of the shares, Ziff Davis’ beneficial ownership in the Company was under 10%, as of September 30, 2022. Amounts due to Ziff Davis as of September 30, 2022 and December 31, 2021 were $0.9 million and $5.7 million, respectively, related to these items, as well as reimbursement related to certain transaction related costs. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of Consensus and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The consolidated financial statements of Consensus for periods prior to the completion of the Separation are those of J2 Cloud Services, which were derived from the interim condensed consolidated financial statements of Ziff Davis on a carve-out basis using the historical assets, liabilities, and results of operations attributable to the legal entities and business units which comprised historical J2 Cloud Services. J2 Cloud Services was a wholly-owned subsidiary of Ziff Davis, and together with its subsidiaries, was a provider of internet services, including cloud-based subscription services to consumers and businesses including cloud fax, voice, cybersecurity, privacy and marketing technology. For periods prior to the Separation, the interim condensed consolidated financial statements of Consensus included an allocation of certain corporate expenses related to services provided to J2 Cloud Services by Ziff Davis. These expenses included the cost of executive management, information technology, legal, treasury, risk management, human resources, accounting and financial reporting, investor relations, public relations, and internal audit services provided by the Former Parent company personnel to J2 Cloud Services. The cost of these services had been allocated to J2 Cloud Services based on specific identification when possible or, when the expenses were determined to be global in nature, based on the percentage of J2 Cloud Services’ relative revenue to total Ziff Davis revenue for the periods presented. Management believes that these allocations were reasonable representations of the costs incurred for the services provided; however, these allocations may not be indicative of the actual expenses that would have been incurred by J2 Cloud Services had it been operating as an independent company for the periods presented. Interest expense relates to interest incurred on third-party debt issued by historical J2 Cloud Services. No interest expense incurred by Ziff Davis was allocated to J2 Cloud Services as Ziff Davis’ third-party debt was not specifically related to historical operations of J2 Cloud Services. As the Cloud Fax business was not historically held by a single legal entity, “net parent investment” is shown to represent Ziff Davis’ interest in the recorded net assets of historical J2 Cloud Services. Other comprehensive income or loss attributable to J2 Cloud Services is presented as a separate component of equity. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, although the Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of these interim financial statements have been reflected. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2021, included in our Annual Report (Form 10-K) filed with the SEC on April 15, 2022. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about the reported amounts of net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, share-based compensation expense, fair value of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, lease impairment, contingent consideration, income taxes, sales taxes, contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the novel coronavirus pandemic (“COVID-19”). |
Discontinued Operations | Discontinued OperationsThe accounting requirements for reporting the Company’s non-fax business as a discontinued operation were met when the Separation was completed. Accordingly, the Condensed Consolidated Statements of Income reflect the results of the non-fax business as a discontinued operation for the prior period presented (see Note 5 - Discontinued Operations and Disposition of Business). |
Allowances for Doubtful Accounts | Allowances for Doubtful Accounts The Company maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Income. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the adequacy 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 Accounting Standards Codification 606, Revenue from Contracts with Customers (“Topic 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 The Company’s contracts with customers may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on its relative standalone selling price. The Company satisfies its performance obligations upon delivery of services to its customers. Payment terms vary by type and location of the Company’s customers and the services offered. The term 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 In determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation. Performance Obligations Satisfied Over Time The Company’s business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based, where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenues for these services are recognized over the contract period when faxing capabilities are provided. The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligations over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for the services because other payment terms would affect the nature of the risk assumed by the Company to provide service given the costs of the customer acquisition and the highly competitive and commoditized nature of the business Consensus operates which allows customers to easily move from one provider to another. This additional risk may make it uneconomical to provide the service. 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 over the period of benefit. Revenues Invoiced The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets The Company accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important which could individually or in combination trigger an impairment review include the following: • Significant underperformance relative to expected historical or projected future operating results; • Significant changes in the manner of the Company’s use of the acquired assets or the strategy for J2 Cloud Services overall business; • Significant negative industry or economic trends; • Significant decline in the Company’s stock price for a sustained period; and • The Company’s market capitalization relative to net book value. If the Company determines that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. No impairment was recorded in the third quarter of 2022. In the third quarter of 2021, the Company recorded impairment of certain operating right-of-use assets related to the non-fax business (refer to Note 5 - Discontinued Operations and Disposition of Businesses). |
Business Combinations | Business Combinations and Valuation of Goodwill and Intangible Assets The Company applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
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. |
Income Taxes | Income Taxes Historically, J2 Cloud Services was included in the federal consolidated and state combined income tax returns with the Former Parent and its other subsidiaries. For purposes of the prior year Condensed Consolidated Statement of Income prior to the Separation, the Company’s taxes were determined using the separate return method as if the Company had filed separate tax returns as a C-Corporation. In addition, J2 Cloud Services’ income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate (see Note 11 - Income Taxes). The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, the Company reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable. ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Condensed Consolidated Statements of Income. In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (“CARES”) Act” was enacted into law providing for changes to various tax laws that impact business. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA includes a new corporate alternative minimum tax of 15% on adjusted financial statement income of corporations with profits greater than $1 billion, a 1% excise tax on the fair market value of net share buy-backs, in addition to multiple incentives to the clean energy industry. The Company does not believe these provisions have a significant impact to our current and deferred income tax balances. The Company benefited from the technical correction to tax depreciation related to qualified improvement property and has elected to defer the employer side social security payments where eligible. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, the Company measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, Consensus may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The Company estimates the expected term based upon the historical exercise behavior of the Company’s employees (see Note 13 - 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 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. For periods prior to the Separation, EPS is calculated using the number of shares issued to the Former Parent upon the legal formation of Consensus and the contribution of the Cloud Fax business. The dilutive effect of Consensus stock-based compensation awards that were exchanged for the Former Parent stock-based compensation awards is included in the denominator of diluted EPS on a prospective basis. |
Segment Reporting | Segment Reporting FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. The chief operating decision maker views the Company as one reportable segment known as Cloud Fax (see Note 15 - Segment Information). |
Reclassifications to prior period | Adjustments related to the Spin-off During 2022, the Company identified certain improper classifications related to executive bonuses and other corporate charges incurred prior to the Separation that were incorrectly treated as equity contributions at the time of the Spin-off rather than liabilities. The Company recorded a reclassification of $(0.5) million for the three months and $0.6 million for the nine months ended September 30, 2022 from equity to accrued expenses to correct the prior period classification on the balance sheet, which was not part of the restatement and revision of the unaudited condensed consolidated financial statements. In addition, the Company identified certain intangible assets post Separation that were incorrectly included in the opening balance at the time of the Spin-off that belonged to the Former Parent that resulted in an $0.8 million adjustment from intangible assets to equity that is included in the revised financial statements for the first and second quarter of 2022 and the restated financial statements for the third quarter of 2022. The Company determined that the impact of the reclassifications were not material to the current or prior period financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The accommodations are available for all entities through December 31, 2022, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and convertible preferred stock in order to simplify the accounting for convertible instruments and reduce complexity. In addition, it amends the guidance for scope exception surrounding derivatives for contracts in an entity’s own equity. In each case, the related guidance surrounding EPS has also been amended. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. This amendment may be adopted using either a modified or fully retrospective method of transition. The Company does not expect the adoption of this standard to have an impact on the Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this ASU improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including the interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2021-08 in the second quarter of 2022 and applied it to the Summit acquisition as disclosed within Note 4 - Business Acquisitions. As a result of this adoption, the Company recognized $0.9 million in deferred revenue with a corresponding increase in Goodwill. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, including the interim periods within those fiscal years. Early adoption is permitted. This amendment should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). This ASU enhances the transparency of supplier finance programs. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. This amendment should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. |
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 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 - Debt). |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements as of and for the three months ended September 30, 2022. Condensed Consolidated Balance Sheet (unaudited) September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Assets Intangibles, net $ 49,702 $ 216 $ 49,918 Goodwill 342,104 (1,000) 341,104 Total assets $ 627,389 $ (784) $ 626,605 Liabilities and stockholders' deficit Income taxes payable, current $ 4,883 $ (665) $ 4,218 Deferred revenue, current 26,050 287 26,337 Total current liabilities 95,994 (378) 95,616 Deferred revenue, noncurrent 109 2,213 2,322 Total liabilities 917,049 1,835 918,884 Stockholders’ deficit Additional paid-in capital 16,419 474 16,893 Accumulated deficit (263,954) (3,093) (267,047) Total stockholders’ deficit (289,660) (2,619) (292,279) Total liabilities and stockholders’ deficit $ 627,389 $ (784) $ 626,605 Condensed Consolidated Statement of Income (unaudited) Three Months Ended September 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Restated Revenues $ 95,912 $ (4,135) $ 91,777 Gross profit 80,493 (4,135) 76,358 Operating expenses General and administrative 25,604 (1,765) 23,839 Total operating expenses 45,466 (1,765) 43,701 Income from operations 35,027 (2,370) 32,657 Income before income taxes 24,078 (2,370) 21,708 Income tax expense 6,937 (599) 6,338 Net income $ 17,141 $ (1,771) $ 15,370 Net income per common share: Basic $ 0.86 $ (0.08) $ 0.78 Diluted $ 0.86 $ (0.09) $ 0.77 Weighted average shares outstanding: Basic 19,791,019 — 19,791,019 Diluted 19,885,880 (12,742) 19,873,138 Share-based compensation expense as follows: General and administrative $ 3,736 $ 142 $ 3,878 Total $ 4,614 $ 142 $ 4,756 Condensed Consolidated Statement of Comprehensive Income (unaudited) Three Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Net income $ 17,141 $ (1,771) $ 15,370 Comprehensive income $ 5,730 $ (1,771) $ 3,959 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Three Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Balance July 1, 2022: Additional paid-in capital $ 11,913 $ 332 $ 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total equity $ (299,217) $ (990) $ (300,207) Additional paid-in capital activity: Share-based compensation $ 4,614 $ 142 $ 4,756 Accumulated deficit activity: Net income 17,141 (1,771) 15,370 Balance September 30, 2022: Additional paid-in capital $ 16,419 $ 474 $ 16,893 Accumulated deficit (263,954) (3,093) (267,047) Total equity $ (289,660) $ (2,619) $ (292,279) The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements for the nine months ended September 30, 2022. Condensed Consolidated Statement of Income (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments (1) As Restated Revenues $ 280,000 $ (7,810) $ 272,190 Gross profit 233,889 (7,810) 226,079 Operating expenses General and administrative 61,860 (4,836) 57,024 Total operating expenses 119,023 (4,836) 114,187 Income from operations 114,866 (2,974) 111,892 Income before income taxes 80,035 (2,974) 77,061 Income tax expense 21,915 (665) 21,250 Net income $ 58,120 $ (2,309) $ 55,811 Net income per common share: Basic $ 2.92 $ (0.12) $ 2.80 Diluted $ 2.91 $ (0.12) $ 2.79 Weighted average shares outstanding: Basic 19,879,759 — 19,879,759 Diluted 19,951,653 6,971 19,958,624 Share-based compensation expense as follows: General and administrative $ 12,052 $ 474 $ 12,526 Total $ 14,608 $ 474 $ 15,082 (1) See tables below for the impact of the revision of the results of operations for the three months ended March 31, 2022 and the three and six months ended June 30, 2022. Condensed Consolidated Statement of Comprehensive Income (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Net income $ 58,120 $ (2,309) $ 55,811 Comprehensive income $ 40,248 $ (2,309) $ 37,939 Condensed Consolidated Statement of Cash flows (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Cash flows from operating activities: Net income $ 58,120 $ (2,309) $ 55,811 Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation 14,608 474 15,082 Provision for doubtful accounts 5,250 (5,310) (60) Accounts receivable (10,162) 5,310 (4,852) Income taxes payable (140) (665) (805) Deferred revenue (2,797) 2,500 (297) Net cash provided by operating activities $ 89,272 $ — $ 89,272 Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (unaudited) Nine Months Ended September 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Restated Additional paid-in capital activity: Share-based compensation $ 14,608 $ 474 $ 15,082 Accumulated deficit activity: Net income 58,120 (2,309) 55,811 Reclassifications related to the Separation (3,188) (784) (3,972) Balance September 30, 2022: Additional paid-in capital $ 16,419 $ 474 $ 16,893 Accumulated deficit (263,954) (3,093) (267,047) Total equity $ (289,660) $ (2,619) $ (292,279) The following tables reflect the impact of the immaterial error corrections to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022. Condensed Consolidated Balance Sheet (unaudited) March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Assets Intangibles, net $ 53,003 $ (784) $ 52,219 Total assets $ 615,346 $ (784) $ 614,562 Liabilities and stockholders' deficit Income taxes payable, current $ 10,217 $ (5) $ 10,212 Total current liabilities 110,107 (5) 110,102 Stockholders’ deficit Additional paid-in capital 6,918 190 7,108 Accumulated deficit (302,068) (969) (303,037) Total stockholders’ deficit (313,924) (779) (314,703) Total liabilities and stockholders’ deficit $ 615,346 $ (784) $ 614,562 Condensed Consolidated Statement of Income (unaudited) Three Months Ended March 31, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Revised Revenues $ 90,925 $ (1,627) $ 89,298 Gross profit 75,821 (1,627) 74,194 Operating expenses General and administrative 18,806 (1,437) 17,369 Total operating expenses 36,972 (1,437) 35,535 Income from operations 38,849 (190) 38,659 Income before income taxes 25,749 (190) 25,559 Income tax expense 7,043 (5) 7,038 Net income $ 18,706 $ (185) $ 18,521 Net income per common share: Basic $ 0.94 $ (0.01) $ 0.93 Diluted $ 0.93 $ (0.01) $ 0.92 Weighted average shares outstanding: Basic 19,921,375 — 19,921,375 Diluted 20,005,307 30,520 20,035,827 Share-based compensation expense as follows: General and administrative $ 4,361 $ 190 $ 4,551 Total $ 5,213 $ 190 $ 5,403 Condensed Consolidated Statement of Comprehensive Income (unaudited) Three Months Ended March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Net income $ 18,706 $ (185) $ 18,521 Comprehensive income $ 16,589 $ (185) $ 16,404 Condensed Consolidated Statement of Cash flows (unaudited) Three Months Ended March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Cash flows from operating activities: Net income $ 18,706 $ (185) $ 18,521 Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation 5,213 190 5,403 Provision for doubtful accounts 2,045 (1,437) 608 Accounts receivable (4,585) 1,437 (3,148) Income taxes payable 4,781 (5) 4,776 Net cash provided by operating activities $ 49,908 $ — $ 49,908 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Three Months Ended March 31, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Additional paid-in capital activity: Share-based compensation $ 5,213 $ 190 $ 5,403 Accumulated deficit activity: Net income 18,706 (185) 18,521 Reclassifications related to the Separation (1,888) (784) (2,672) Balance March 31, 2022: Additional paid-in capital $ 6,918 $ 190 $ 7,108 Accumulated deficit (302,068) (969) (303,037) Total equity $ (313,924) $ (779) $ (314,703) Condensed Consolidated Balance Sheet (unaudited) June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Assets Intangibles, net $ 51,922 $ (784) $ 51,138 Total assets $ 604,020 $ (784) $ 603,236 Liabilities and stockholders' deficit Income taxes payable, current $ 5,199 $ (66) $ 5,133 Deferred revenue, current 30,606 272 30,878 Total current liabilities 82,170 206 82,376 Stockholders’ deficit Additional paid-in capital 11,913 332 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total stockholders’ deficit (299,217) (990) (300,207) Total liabilities and stockholders’ deficit $ 604,020 $ (784) $ 603,236 Condensed Consolidated Statement of Income (unaudited) Three Months Ended June 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Revised Revenues $ 93,163 $ (2,048) $ 91,115 Gross profit 77,576 (2,048) 75,528 Operating expenses General and administrative 17,450 (1,634) 15,816 Total operating expenses 36,585 (1,634) 34,951 Income from operations 40,991 (414) 40,577 Income before income taxes 30,209 (414) 29,795 Income tax expense 7,935 (61) 7,874 Net income $ 22,274 $ (353) $ 21,921 Net income per common share: Basic $ 1.12 $ (0.02) $ 1.10 Diluted $ 1.11 $ (0.01) $ 1.10 Weighted average shares outstanding: Basic 19,928,316 — 19,928,316 Diluted 19,965,204 3,136 19,968,340 Share-based compensation expense as follows: General and administrative $ 3,955 $ 142 $ 4,097 Total $ 4,781 $ 142 $ 4,923 Condensed Consolidated Statement of Comprehensive Income (unaudited) Three Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Net income $ 22,274 $ (353) $ 21,921 Comprehensive income $ 17,930 $ (353) $ 17,577 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Three Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Balance April 1, 2022: Additional paid-in capital $ 6,918 $ 190 $ 7,108 Accumulated deficit (302,068) (969) (303,037) Total equity $ (313,924) $ (779) $ (314,703) Additional paid-in capital activity: Share-based compensation $ 4,781 $ 142 $ 4,923 Accumulated deficit activity: Net income 22,274 (353) 21,921 Balance June 30, 2022: Additional paid-in capital $ 11,913 $ 332 $ 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total equity $ (299,217) $ (990) $ (300,207) The following tables reflect the impact of the immaterial error corrections to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements for the six months ended June 30, 2022. Condensed Consolidated Statement of Income (unaudited) Six Months Ended June 30, 2022 (dollars in thousands except share and per share data) As Originally Reported Adjustments As Revised Revenues $ 184,088 $ (3,675) $ 180,413 Gross profit 153,396 (3,675) 149,721 Operating expenses General and administrative 36,256 (3,071) 33,185 Total operating expenses 73,557 (3,071) 70,486 Income from operations 79,839 (604) 79,235 Income before income taxes 55,957 (604) 55,353 Income tax expense 14,978 (66) 14,912 Net income $ 40,979 $ (538) $ 40,441 Net income per common share: Basic $ 2.05 $ (0.03) $ 2.02 Diluted $ 2.04 $ (0.02) $ 2.02 Weighted average shares outstanding: Basic 19,924,864 — 19,924,864 Diluted 19,985,275 16,828 20,002,103 Share-based compensation expense as follows: General and administrative $ 8,316 $ 332 $ 8,648 Total $ 9,994 $ 332 $ 10,326 Condensed Consolidated Statement of Comprehensive Income (unaudited) Six Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Net income $ 40,979 $ (538) $ 40,441 Comprehensive income $ 34,518 $ (538) $ 33,980 Condensed Consolidated Statement of Cash flows (unaudited) Six Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Cash flows from operating activities: Net income $ 40,979 $ (538) $ 40,441 Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation 9,994 332 10,326 Provision for doubtful accounts 3,262 (3,071) 191 Accounts receivable (7,351) 3,071 (4,280) Income taxes payable 60 (66) (6) Deferred revenue 1,409 272 1,681 Net cash provided by operating activities $ 52,206 $ — $ 52,206 Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) Six Months Ended June 30, 2022 (dollars in thousands) As Originally Reported Adjustments As Revised Additional paid-in capital activity: Share-based compensation $ 9,994 $ 332 $ 10,326 Accumulated deficit activity: Net income 40,979 (538) 40,441 Reclassifications related to the Separation (2,509) (784) (3,293) Balance June 30, 2022: Additional paid-in capital $ 11,913 $ 332 $ 12,245 Accumulated deficit (280,416) (1,322) (281,738) Total equity $ (299,217) $ (990) $ (300,207) |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (As Restated) (As Restated) Corporate $ 48,974 $ 43,175 $ 144,360 $ 126,290 Small office home office (“SoHo”) 42,801 45,931 127,808 137,095 Other 2 92 22 275 Total revenues $ 91,777 $ 89,198 $ 272,190 $ 263,660 Timing of revenue recognition Point in time $ 135 $ — $ 572 $ — Over time 91,642 89,198 271,618 263,660 Total $ 91,777 $ 89,198 $ 272,190 $ 263,660 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of Aggregate Purchase Consideration | The following table summarizes the preliminary allocation of the purchase consideration, net of cash acquired, for this acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 1,248 Prepaid expenses and other current assets 30 Property and equipment 9 Operating lease right-of-use assets, non-current 413 Trademarks 800 Customer relationships 8,600 Goodwill 5,789 Other intangibles 1,000 Accounts payable and accrued expenses (295) Deferred revenue (4,951) Operating lease liabilities, non-current (413) Total $ 12,230 |
Discontinued Operations and D_2
Discontinued Operations and Disposition of Businesses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The key components of income from discontinued operations that were included in the Company’s Condensed Consolidated Statement of Income are as follows (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Revenues $ 92,904 $ 265,230 Cost of revenues 26,102 72,731 Gross profit 66,802 192,499 Operating expenses: Sales and marketing 25,297 70,775 Research, development and engineering 6,241 16,361 General and administrative 29,025 84,348 Goodwill impairment on business — 32,629 Total operating expense 60,563 204,113 Income (loss) from discontinued operations 6,239 (11,614) Interest expense (51) (229) Interest income 181 680 Loss on sale of businesses (24,599) (21,797) Other expense, net (675) (426) Loss from discontinued operations before income taxes (18,905) (33,386) Income tax benefit (4,997) (16,268) Loss from discontinued operations, net of income taxes $ (13,908) $ (17,118) The key components of cash flows from discontinued operations are as follows (in thousands): Nine Months Ended September 30, 2021 Depreciation and amortization $ 39,804 Capital expenditure 13,028 Share-based compensation 3,254 Non-cash operating lease costs 3,227 Deferred income taxes, net 5,416 Lease asset impairments and other charges 2,707 Loss on sale of businesses 21,798 Goodwill impairment on business 32,629 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill | The changes in carrying amounts of goodwill for the nine months ended September 30, 2022 are as follows (in thousands): Amount Balance as of January 1, 2022 $ 339,209 Goodwill acquired (Note 4) 5,789 Foreign exchange translation (1) (3,894) Balance as of September 30, 2022 $ 341,104 (1) In the second quarter of 2022, the Company recorded a $5.5 million out of period correction that increased goodwill with an offset to the cumulative translation adjustment. It was deemed to be an out of period correction that was not material to 2022 or any prior period. |
Intangible Assets with Indefinite Lives | Intangible assets are summarized as follows (in thousands): September 30, 2022 December 31, 2021 Trade names $ 27,262 $ 27,388 Other 4,045 3,683 Total $ 31,307 $ 31,071 |
Intangible Assets Subject to Amortization | As of September 30, 2022, intangible assets subject to amortization relate primarily to the following (in thousands): (As Restated) Weighted-Average Remaining Amortization Period Historical Accumulated Net Trade names 0.5 years $ 7,945 $ 7,430 $ 515 Patent and patent licenses 0.0 years 54,341 54,341 — Customer relationships (1) 3.2 years 105,560 90,227 15,333 Other purchased intangibles 2.1 years 11,923 9,160 2,763 Total $ 179,769 $ 161,158 $ 18,611 (1) Historically, the Company has amortized 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 As of December 31, 2021, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Remaining Amortization Period Historical Accumulated Net Trade names 1.6 years $ 12,219 $ 10,633 $ 1,586 Patent and patent licenses (1) 0.0 years 54,341 53,930 411 Customer relationships (2) 4.3 years 99,571 90,050 9,521 Other purchased intangibles 3.8 years 13,160 12,200 960 Total $ 179,291 $ 166,813 $ 12,478 (1) The December 31, 2021 patent and patent licenses historical cost and accumulated amortization balance was adjusted to conform with presentation of the December 31, 2022 balance for comparability purposes. There was no impact to the net balance. four |
Estimated Intangible Assets Amortization Expense | Estimated amortization expense for the remainder of fiscal year 2022 and succeeding years is as follows: Fiscal Year: (in thousands) 2022 (Remainder) $ 1,032 2023 4,174 2024 3,471 2025 2,624 2026 2,179 Thereafter 5,131 Total $ 18,611 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consists of the following (in thousands): September 30, 2022 December 31, 2021 2026 Senior Notes $ 305,000 $ 305,000 2028 Senior Notes 500,000 500,000 Total Notes 805,000 805,000 Less: Deferred issuance costs (11,613) (12,960) Total long-term debt $ 793,387 $ 792,040 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease cost $ 604 $ 483 $ 1,840 $ 1,738 Short-term lease cost 384 161 1,186 875 Finance lease cost Amortization of right-of-use assets 297 283 897 516 Total lease cost $ 1,285 $ 927 $ 3,923 $ 3,129 Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,085 $ 925 Operating cash flows from finance leases — 2,719 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,316 $ — Finance leases — 2,719 Other supplemental operating lease information consists of the following: September 30, 2022 December 31, 2021 Operating leases: Weighted average remaining lease term 8.1 years 8.8 years Weighted average discount rate 4.8 % 4.8 % |
Balance Sheet and Other Supplemental Operating Lease Information | Supplemental balance sheet information related to leases is as follows (in thousands): September 30, 2022 December 31, 2021 Lease-related assets and liabilities Operating lease right-of-use assets $ 7,419 $ 7,233 Finance lease right-of-use assets (1) 1,728 2,648 Total right-of-use assets $ 9,147 $ 9,881 Operating lease liabilities, current $ 2,458 $ 2,421 Operating lease liabilities, noncurrent 13,998 14,108 Total operating lease liabilities $ 16,456 $ 16,529 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of September 30, 2022 are as follows (in thousands): Operating Leases Fiscal Year: 2022 (remainder) $ 1,169 2023 2,602 2024 2,561 2025 2,389 2026 2,461 Thereafter 10,697 Total lease payments $ 21,879 Less: Imputed interest (5,423) Present value of operating lease liabilities $ 16,456 |
Equity Incentive and Employee_2
Equity Incentive and Employee Stock Purchase Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Market-Based Restricted Stock Awards, Valuation Assumptions | The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions: September 30, 2022 Underlying stock price at valuation date $ 57.15 Expected volatility 35.0 % Risk-free interest rate 1.5 % |
Restricted Stock Award Activity | Restricted stock activity for the nine months ended September 30, 2022 is set forth below: Shares Weighted-Average Nonvested at January 1, 2022 65,235 $ 38.46 Granted 884 37.67 Vested (30,703) 38.50 Canceled — — Nonvested at September 30, 2022 35,416 $ 38.42 |
Restricted Stock Unit Award Activity | Restricted stock unit activity for the nine months ended September 30, 2022 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2022 1,013,097 Granted 70,974 Vested (51,405) Canceled (21,291) Outstanding at September 30, 2022 1,011,375 3.8 $ 47,838,038 Vested and expected to vest at September 30, 2022 648,013 3.0 $ 30,651,008 |
Employee Stock Purchase Plan, Valuation Assumptions | The compensation expense related to the current offering period of the Purchase Plan has been estimated utilizing the following assumptions: September 30, 2022 Risk-free interest rate 1.54% Expected term (in years) 0.5 Dividend yield 0.00% Expected volatility 24.55% Weighted average volatility 24.55% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 (1) 2022 2021 (1) (As Restated) (As Restated) Numerator for basic and diluted net income per common share: Net income from continuing operations attributable to common shareholders $ 15,370 $ 41,132 $ 55,811 $ 119,220 Net income available to participating securities (2) (24) — (119) — Net income available to common shareholders from continuing operations $ 15,346 $ 41,132 $ 55,692 $ 119,220 Denominator: Weighted-average outstanding shares of common stock 19,791,019 19,902,924 19,879,759 19,902,924 Dilutive effect of: Equity incentive plans 66,356 — 64,473 — Employee Stock Purchase Plan 15,763 — 14,392 — Common stock and common stock equivalents 19,873,138 19,902,924 19,958,624 19,902,924 Net income per share from continuing operations: Basic $ 0.78 $ 2.07 $ 2.80 $ 5.99 Diluted $ 0.77 $ 2.07 $ 2.79 $ 5.99 (1) On October 7, 2021, the separation of Consensus into an independent publicly traded company was completed. The Former Parent distributed 19,902,924 shares of Consensus common stock to holders of J2 Global common stock as of the close of business on October 1, 2021, the record date for the distribution. This share amount was utilized for the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 because the number of shares issued simply reflect a recharacterization of the capital account previously held by the Former Parent. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenues and Long-lived Assets by Geographic Information | Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on markets where revenues are reported (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues: (As Restated) (As Restated) United States $ 72,720 $ 69,747 $ 214,214 $ 205,011 Canada $ 12,679 $ 11,289 $ 37,013 $ 33,741 Ireland 4,309 5,376 13,785 16,813 All other countries 2,069 2,786 7,178 8,095 Foreign countries 19,057 19,451 57,976 58,649 $ 91,777 $ 89,198 $ 272,190 $ 263,660 The following presents the Company’s long-lived assets, excluding intangible assets (in thousands): September 30, 2022 December 31, 2021 Long-lived assets: United States $ 53,768 $ 39,475 Canada $ 620 $ 748 Ireland 194 787 All other countries 278 72 Foreign countries 1,092 1,607 Total $ 54,860 $ 41,082 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Changes in Accumulated Balances in Other Comprehensive Loss | The following table summarizes the changes in accumulated balances of other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the three months ended September 30, 2022 (in thousands): Foreign Currency Translation Balance as of July 1, 2022 $ (23,318) Other comprehensive loss (11,411) Net increase in other comprehensive loss (11,411) Balance as of September 30, 2022 $ (34,729) The following table summarizes the changes in accumulated balances of other comprehensive loss, which solely comprises of foreign currency translation adjustments, for the nine months ended September 30, 2022 (in thousands): Foreign Currency Translation Balance as of January 1, 2022 $ (16,857) Other comprehensive loss (17,872) Net increase in other comprehensive loss (17,872) Balance as of September 30, 2022 $ (34,729) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information Correction (Details) customer in Millions | 3 Months Ended | 9 Months Ended | ||||
Oct. 07, 2021 USD ($) | Sep. 30, 2022 USD ($) country | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment customer country | Sep. 27, 2022 USD ($) | Oct. 08, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of customers served (more than) | customer | 1 | |||||
Number of countries served (over) | country | 50 | 50 | ||||
Impairment of goodwill and intangible assets | $ 0 | $ 0 | ||||
Number of reportable segments | segment | 1 | |||||
Stockholders' equity, reclassifications related to bonuses and other corporate accruals, correction | $ (500,000) | $ 600,000 | ||||
Settlement agreement, amounts owed, separation and distribution agreement | $ 2,600,000 | |||||
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 | |||||
Consensus Cloud Solutions Inc | Ziff Davis, Inc. | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Ownership interest | 1,000% | 1,000% | 19.90% | |||
Consensus Cloud Solutions Inc | Ziff Davis, Inc. | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Ownership interest | 10% | 10% | ||||
2028 Notes | Senior Notes | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Debt instrument, face amount | $ 500,000,000 | |||||
Stated interest rate | 6.50% | |||||
Ziff Davis, Inc. | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Cash consideration paid for equity interest | $ 259,100,000 |
Basis of Presentation - Balance
Basis of Presentation - Balance Sheet Correction (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | |||||||
Intangibles, net | $ 49,918 | $ 51,138 | $ 52,219 | $ 43,549 | |||
Goodwill | 341,104 | 339,209 | |||||
Total assets | 626,605 | 603,236 | 614,562 | 562,812 | |||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||
Income taxes payable, current | 4,218 | 5,133 | 10,212 | 5,227 | |||
Deferred revenue, current | 26,337 | 30,878 | 24,370 | ||||
Total current liabilities | 95,616 | 82,376 | 110,102 | 77,963 | |||
Deferred revenue, non-current | 2,322 | 184 | |||||
Total liabilities | 918,884 | 895,477 | |||||
Additional paid-in capital | 16,893 | 12,245 | 7,108 | 2,878 | |||
Accumulated deficit | (267,047) | (281,738) | (303,037) | (318,886) | |||
Total stockholders’ deficit | (292,279) | (300,207) | (314,703) | (332,665) | $ 1,236,697 | $ 1,233,732 | $ 1,122,542 |
Total liabilities and stockholders’ deficit | 626,605 | 603,236 | 614,562 | $ 562,812 | |||
Previously Reported | |||||||
ASSETS | |||||||
Intangibles, net | 49,702 | 51,922 | 53,003 | ||||
Goodwill | 342,104 | ||||||
Total assets | 627,389 | 604,020 | 615,346 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||
Income taxes payable, current | 4,883 | 5,199 | 10,217 | ||||
Deferred revenue, current | 26,050 | 30,606 | |||||
Total current liabilities | 95,994 | 82,170 | 110,107 | ||||
Deferred revenue, non-current | 109 | ||||||
Total liabilities | 917,049 | ||||||
Additional paid-in capital | 16,419 | 11,913 | 6,918 | ||||
Accumulated deficit | (263,954) | (280,416) | (302,068) | ||||
Total stockholders’ deficit | (289,660) | (299,217) | (313,924) | ||||
Total liabilities and stockholders’ deficit | 627,389 | 604,020 | 615,346 | ||||
Revision of Prior Period, Error Correction, Adjustment | |||||||
ASSETS | |||||||
Intangibles, net | 216 | (784) | (784) | ||||
Goodwill | (1,000) | ||||||
Total assets | (784) | (784) | (784) | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||
Income taxes payable, current | (665) | (66) | (5) | ||||
Deferred revenue, current | 287 | 272 | |||||
Total current liabilities | (378) | 206 | (5) | ||||
Deferred revenue, non-current | 2,213 | ||||||
Total liabilities | 1,835 | ||||||
Additional paid-in capital | 474 | 332 | 190 | ||||
Accumulated deficit | (3,093) | (1,322) | (969) | ||||
Total stockholders’ deficit | (2,619) | (990) | (779) | ||||
Total liabilities and stockholders’ deficit | $ (784) | $ (784) | $ (784) |
Basis of Presentation - Stateme
Basis of Presentation - Statement of Income Correction (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |||||
Income Statement [Abstract] | |||||||||||
Revenues | $ (91,777) | $ (91,115) | $ (89,298) | $ (89,198) | $ (180,413) | $ (272,190) | $ (263,660) | ||||
Gross profit | 76,358 | 75,528 | 74,194 | 74,594 | 149,721 | 226,079 | 220,532 | ||||
Operating expenses: | |||||||||||
General and administrative | (23,839) | [1] | (15,816) | (17,369) | (8,237) | [1] | (33,185) | (57,024) | [1] | (20,262) | [1] |
Total operating expenses | 43,701 | 34,951 | 35,535 | 23,371 | 70,486 | 114,187 | 65,928 | ||||
Income from operations | 32,657 | 40,577 | 38,659 | 51,223 | 79,235 | 111,892 | 154,604 | ||||
Income before income taxes | 21,708 | 29,795 | 25,559 | 52,644 | 55,353 | 77,061 | 155,826 | ||||
Income tax expense | 6,338 | 7,874 | 7,038 | 11,512 | 14,912 | 21,250 | 36,606 | ||||
Income from continuing operations | 15,370 | 41,132 | 55,811 | 119,220 | |||||||
Net income | $ 15,370 | $ 21,921 | $ 18,521 | $ 27,224 | $ 40,441 | $ 55,811 | $ 102,102 | ||||
Net income per common share: | |||||||||||
Basic (in dollars per share) | $ 0.78 | $ 1.10 | $ 0.93 | $ 1.37 | $ 2.02 | $ 2.80 | $ 5.13 | ||||
Diluted (in dollars per share) | $ 0.77 | $ 1.10 | $ 0.92 | $ 1.37 | $ 2.02 | $ 2.79 | $ 5.13 | ||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 19,791,019 | 19,928,316 | 19,921,375 | 19,902,924 | 19,924,864 | 19,879,759 | 19,902,924 | ||||
Diluted (in shares) | 19,873,138 | 19,968,340 | 20,035,827 | 19,902,924 | 20,002,103 | 19,958,624 | 19,902,924 | ||||
Share-based compensation expense | $ (4,756) | $ (4,923) | $ (5,403) | $ (1,451) | $ (10,326) | $ (15,082) | $ (4,370) | ||||
Share-based compensation | 4,756 | 1,451 | 15,082 | 4,370 | |||||||
General and administrative | |||||||||||
Weighted average shares outstanding: | |||||||||||
Share-based compensation expense | (3,878) | (4,097) | (4,551) | $ (123) | (8,648) | (12,526) | $ (399) | ||||
Previously Reported | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenues | (95,912) | (93,163) | (90,925) | (184,088) | (280,000) | ||||||
Gross profit | 80,493 | 77,576 | 75,821 | 153,396 | 233,889 | ||||||
Operating expenses: | |||||||||||
General and administrative | (25,604) | (17,450) | (18,806) | (36,256) | (61,860) | ||||||
Total operating expenses | 45,466 | 36,585 | 36,972 | 73,557 | 119,023 | ||||||
Income from operations | 35,027 | 40,991 | 38,849 | 79,839 | 114,866 | ||||||
Income before income taxes | 24,078 | 30,209 | 25,749 | 55,957 | 80,035 | ||||||
Income tax expense | 6,937 | 7,935 | 7,043 | 14,978 | 21,915 | ||||||
Net income | $ 17,141 | $ 22,274 | $ 18,706 | $ 40,979 | $ 58,120 | ||||||
Net income per common share: | |||||||||||
Basic (in dollars per share) | $ 0.86 | $ 1.12 | $ 0.94 | $ 2.05 | $ 2.92 | ||||||
Diluted (in dollars per share) | $ 0.86 | $ 1.11 | $ 0.93 | $ 2.04 | $ 2.91 | ||||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 19,791,019 | 19,928,316 | 19,921,375 | 19,924,864 | 19,879,759 | ||||||
Diluted (in shares) | 19,885,880 | 19,965,204 | 20,005,307 | 19,985,275 | 19,951,653 | ||||||
Share-based compensation expense | $ (4,614) | $ (4,781) | $ (5,213) | $ (9,994) | $ (14,608) | ||||||
Share-based compensation | 5,213 | 9,994 | 14,608 | ||||||||
Previously Reported | General and administrative | |||||||||||
Weighted average shares outstanding: | |||||||||||
Share-based compensation expense | (3,736) | (3,955) | (4,361) | (8,316) | (12,052) | ||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenues | 4,135 | 2,048 | 1,627 | 3,675 | 7,810 | ||||||
Gross profit | (4,135) | (2,048) | (1,627) | (3,675) | (7,810) | ||||||
Operating expenses: | |||||||||||
General and administrative | 1,765 | 1,634 | 1,437 | 3,071 | 4,836 | ||||||
Total operating expenses | (1,765) | (1,634) | (1,437) | (3,071) | (4,836) | ||||||
Income from operations | (2,370) | (414) | (190) | (604) | (2,974) | ||||||
Income before income taxes | (2,370) | (414) | (190) | (604) | (2,974) | ||||||
Income tax expense | (599) | (61) | (5) | (66) | (665) | ||||||
Net income | $ (1,771) | $ (353) | $ (185) | $ (538) | $ (2,309) | ||||||
Net income per common share: | |||||||||||
Basic (in dollars per share) | $ (0.08) | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.12) | ||||||
Diluted (in dollars per share) | $ (0.09) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.12) | ||||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 0 | 0 | 0 | 0 | 0 | ||||||
Diluted (in shares) | (12,742) | 3,136 | 30,520 | 16,828 | 6,971 | ||||||
Share-based compensation expense | $ (142) | $ (142) | $ (190) | $ (332) | $ (474) | ||||||
Share-based compensation | 190 | 332 | 474 | ||||||||
Revision of Prior Period, Error Correction, Adjustment | General and administrative | |||||||||||
Weighted average shares outstanding: | |||||||||||
Share-based compensation expense | $ (142) | $ (142) | $ (190) | $ (332) | $ (474) | ||||||
[1] (1) Includes share-based compensation expense as follows: Cost of revenues $ 219 $ 37 $ 658 $ 136 Sales and marketing 269 93 812 281 Research, development and engineering 390 99 1,086 300 General and administrative 3,878 123 12,526 399 Loss from discontinued operations, net of income taxes — 1,099 — 3,254 Total $ 4,756 $ 1,451 $ 15,082 $ 4,370 |
Basis of Presentation - State_2
Basis of Presentation - Statement of Comprehensive Income Correction (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net income | $ 15,370 | $ 21,921 | $ 18,521 | $ 27,224 | $ 40,441 | $ 55,811 | $ 102,102 |
Comprehensive income | 3,959 | 17,577 | 16,404 | $ 18,976 | 33,980 | 37,939 | $ 88,547 |
Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net income | 17,141 | 22,274 | 18,706 | 40,979 | 58,120 | ||
Comprehensive income | 5,730 | 17,930 | 16,589 | 34,518 | 40,248 | ||
Revision of Prior Period, Error Correction, Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net income | (1,771) | (353) | (185) | (538) | (2,309) | ||
Comprehensive income | $ (1,771) | $ (353) | $ (185) | $ (538) | $ (2,309) |
Basis of Presentation - State_3
Basis of Presentation - Statement of Cash Flows Correction (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net income | $ 15,370 | $ 21,921 | $ 18,521 | $ 27,224 | $ 40,441 | $ 55,811 | $ 102,102 |
Share-based compensation | 4,756 | $ 1,451 | 15,082 | 4,370 | |||
Share-based compensation | 5,403 | 10,326 | 15,082 | 4,370 | |||
Provision for doubtful accounts | 608 | 191 | (60) | 6,562 | |||
Accounts receivable | (3,148) | (4,280) | (4,852) | 3,546 | |||
Income taxes payable | 4,776 | (6) | (805) | (6,911) | |||
Deferred revenue | 49,908 | 1,681 | (297) | (2,631) | |||
Net cash provided by operating activities | 52,206 | 89,272 | $ 196,389 | ||||
Additional paid-in | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Share-based compensation | 4,756 | 4,923 | 5,403 | 10,326 | 15,082 | ||
Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net income | 17,141 | 22,274 | 18,706 | 40,979 | 58,120 | ||
Share-based compensation | 5,213 | 9,994 | 14,608 | ||||
Provision for doubtful accounts | 2,045 | 3,262 | 5,250 | ||||
Accounts receivable | (4,585) | (7,351) | (10,162) | ||||
Income taxes payable | 4,781 | 60 | (140) | ||||
Deferred revenue | 49,908 | 1,409 | (2,797) | ||||
Net cash provided by operating activities | 52,206 | 89,272 | |||||
Previously Reported | Additional paid-in | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Share-based compensation | 4,614 | 4,781 | 5,213 | 9,994 | 14,608 | ||
Revision of Prior Period, Error Correction, Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net income | (1,771) | (353) | (185) | (538) | (2,309) | ||
Share-based compensation | 190 | 332 | 474 | ||||
Provision for doubtful accounts | (1,437) | (3,071) | (5,310) | ||||
Accounts receivable | 1,437 | 3,071 | 5,310 | ||||
Income taxes payable | (5) | (66) | (665) | ||||
Deferred revenue | 0 | 272 | 2,500 | ||||
Net cash provided by operating activities | 0 | 0 | |||||
Revision of Prior Period, Error Correction, Adjustment | Additional paid-in | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Share-based compensation | $ 142 | $ 142 | $ 190 | $ 332 | $ 474 |
Basis of Presentation - State_4
Basis of Presentation - Statement of Equity Correction (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | $ (300,207) | $ (314,703) | $ (332,665) | $ 1,233,732 | $ (332,665) | $ (332,665) | $ 1,122,542 |
Share-based compensation | 4,756 | 1,451 | 15,082 | 4,370 | |||
Net income | 15,370 | 21,921 | 18,521 | 27,224 | 40,441 | 55,811 | 102,102 |
Ending balance | (292,279) | (300,207) | (314,703) | 1,236,697 | (300,207) | (292,279) | 1,236,697 |
Reclassifications related to bonuses and other corporate accruals prior to the Separation | 679 | 3,972 | |||||
Previously Reported | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | (299,217) | (313,924) | |||||
Share-based compensation | 5,213 | 9,994 | 14,608 | ||||
Net income | 17,141 | 22,274 | 18,706 | 40,979 | 58,120 | ||
Ending balance | (289,660) | (299,217) | (313,924) | (299,217) | (289,660) | ||
Reclassifications related to bonuses and other corporate accruals prior to the Separation | (1,888) | (2,509) | (3,188) | ||||
Revision of Prior Period, Error Correction, Adjustment | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | (990) | (779) | |||||
Share-based compensation | 190 | 332 | 474 | ||||
Net income | (1,771) | (353) | (185) | (538) | (2,309) | ||
Ending balance | (2,619) | (990) | (779) | (990) | (2,619) | ||
Reclassifications related to bonuses and other corporate accruals prior to the Separation | (784) | (784) | (784) | ||||
Additional paid-in | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 12,245 | 7,108 | 2,878 | 0 | 2,878 | 2,878 | 0 |
Share-based compensation | 4,756 | 4,923 | 5,403 | 10,326 | 15,082 | ||
Ending balance | 16,893 | 12,245 | 7,108 | 0 | 12,245 | 16,893 | 0 |
Additional paid-in | Previously Reported | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 11,913 | 6,918 | |||||
Share-based compensation | 4,614 | 4,781 | 5,213 | 9,994 | 14,608 | ||
Ending balance | 16,419 | 11,913 | 6,918 | 11,913 | 16,419 | ||
Additional paid-in | Revision of Prior Period, Error Correction, Adjustment | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | 332 | 190 | |||||
Share-based compensation | 142 | 142 | 190 | 332 | 474 | ||
Ending balance | 474 | 332 | 190 | 332 | 474 | ||
Accumulated deficit | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | (281,738) | (303,037) | (318,886) | 0 | (318,886) | (318,886) | 0 |
Ending balance | (267,047) | (281,738) | (303,037) | $ 0 | (281,738) | (267,047) | $ 0 |
Reclassifications related to bonuses and other corporate accruals prior to the Separation | 679 | 2,672 | 3,293 | 3,972 | |||
Accumulated deficit | Previously Reported | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | (280,416) | (302,068) | |||||
Ending balance | (263,954) | (280,416) | (302,068) | (280,416) | (263,954) | ||
Accumulated deficit | Revision of Prior Period, Error Correction, Adjustment | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning balance | (1,322) | (969) | |||||
Ending balance | $ (3,093) | $ (1,322) | $ (969) | $ (1,322) | $ (3,093) |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Feb. 04, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred revenue | $ 5,000 | $ 0 | ||
Summit Healthcare Services, Inc. | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred revenue | $ 4,951 | |||
Accounting Standards Update 2021-08 | Summit Healthcare Services, Inc. | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred revenue | $ 900 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 91,777 | $ 91,115 | $ 89,298 | $ 89,198 | $ 180,413 | $ 272,190 | $ 263,660 |
Point in time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 135 | 0 | 572 | 0 | |||
Over time | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 91,642 | 89,198 | 271,618 | 263,660 | |||
Corporate | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 48,974 | 43,175 | 144,360 | 126,290 | |||
Small office home office (“SoHo”) | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 42,801 | 45,931 | 127,808 | 137,095 | |||
Other | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 2 | $ 92 | $ 22 | $ 275 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract liability, revenue recognized | $ 4 | $ 4.1 | $ 19.2 | $ 20.7 | |
Deferred revenue acquired | $ 5 | $ 5 | $ 0 |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 04, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Deferred revenue | $ 5,000 | $ 5,000 | $ 0 | ||
Goodwill acquired during period | 5,789 | ||||
Summit Healthcare Services, Inc. | |||||
Business Acquisition [Line Items] | |||||
Revenue of acquiree since acquisition date | 5,300 | ||||
Total consideration of transactions | $ 12,200 | ||||
Working capital adjustment, decrease acquisition purchase price | 2,100 | ||||
Deferred revenue related to acquisition | 1,400 | ||||
Deferred revenue | $ 4,951 | ||||
Goodwill acquired during period | 5,800 | ||||
Expected income tax deductible amount of goodwill | $ 5,800 | $ 5,800 | |||
Summit Healthcare Services, Inc. | Accounting Standards Update 2021-08 | |||||
Business Acquisition [Line Items] | |||||
Deferred revenue | $ 900 |
Business Acquisitions (Allocati
Business Acquisitions (Allocation of Aggregate Purchase Price) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Feb. 04, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 341,104 | $ 339,209 | |
Deferred revenue | $ (5,000) | $ 0 | |
Summit Healthcare Services, Inc. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 1,248 | ||
Prepaid expenses and other current assets | 30 | ||
Property and equipment | 9 | ||
Operating lease right-of-use assets, non-current | 413 | ||
Goodwill | 5,789 | ||
Accounts payable and accrued expenses | (295) | ||
Deferred revenue | (4,951) | ||
Operating lease liabilities, non-current | (413) | ||
Total | 12,230 | ||
Summit Healthcare Services, Inc. | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 800 | ||
Summit Healthcare Services, Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 8,600 | ||
Summit Healthcare Services, Inc. | Other intangibles | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 1,000 |
Discontinued Operations and D_3
Discontinued Operations and Disposition of Businesses (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 07, 2021 | Sep. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ 0 | $ (21,798,000) | |||
Goodwill impairment on business | $ 32,600,000 | 0 | 32,629,000 | ||
2028 Notes | Senior Notes | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Debt instrument, face amount | $ 500,000,000 | ||||
Stated interest rate | 6.50% | ||||
Ziff Davis, Inc. | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration paid for equity interest | $ 259,100,000 | ||||
Voice Assets | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ 2,800,000 | ||||
B2B Backup Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ (24,600,000) | $ (24,600,000) |
Discontinued Operations and D_4
Discontinued Operations and Disposition of Businesses (Key Components of Income) (Details) - Spinoff - J2 Cloud Services - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | $ 92,904 | $ 265,230 |
Cost of revenues | 26,102 | 72,731 |
Gross profit | 66,802 | 192,499 |
Operating expenses: | ||
Sales and marketing | 25,297 | 70,775 |
Research, development and engineering | 6,241 | 16,361 |
General and administrative | 29,025 | 84,348 |
Goodwill impairment on business | 0 | 32,629 |
Total operating expense | 60,563 | 204,113 |
Income (loss) from discontinued operations | 6,239 | (11,614) |
Interest expense | (51) | (229) |
Interest income | 181 | 680 |
Loss on sale of businesses | (24,599) | (21,797) |
Other expense, net | (675) | (426) |
Loss from discontinued operations before income taxes | (18,905) | (33,386) |
Income tax benefit | (4,997) | (16,268) |
Loss from discontinued operations, net of income taxes | $ (13,908) | $ (17,118) |
Discontinued Operations and D_5
Discontinued Operations and Disposition of Businesses (Key Components of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of businesses | $ 0 | $ (21,798) | |
Goodwill impairment on business | $ 32,600 | $ 0 | 32,629 |
Spinoff | J2 Cloud Services | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation and amortization | 39,804 | ||
Capital expenditure | 13,028 | ||
Share-based compensation | 3,254 | ||
Non-cash operating lease costs | 3,227 | ||
Deferred income taxes, net | 5,416 | ||
Lease asset impairments and other charges | 2,707 | ||
Loss on sale of businesses | $ 21,798 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Purchase of intangible assets | $ 1,000 | $ 1,511 | ||
Amortization expense | $ 1,200 | $ 1,200 | $ 3,800 | $ 4,400 |
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 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Changes in Carrying Amounts of Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | |||||
Beginning balance | $ 339,209 | ||||
Goodwill acquired | 5,789 | ||||
Foreign exchange translation | (3,894) | ||||
Ending balance | $ 341,104 | 341,104 | |||
Net translation foreign currency translation gain | 3,894 | ||||
Net translation foreign currency translation loss | 11,411 | $ 8,248 | 17,872 | $ 13,555 | |
Revision of Prior Period, Error Correction, Adjustment | |||||
Goodwill [Roll Forward] | |||||
Ending balance | $ (1,000) | $ (1,000) | |||
Revision of Prior Period, Error Correction, Adjustment | Error Correction, Other | |||||
Goodwill [Roll Forward] | |||||
Foreign exchange translation | $ (5,500) | ||||
Net translation foreign currency translation gain | 5,500 | ||||
Net translation foreign currency translation loss | $ 5,500 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Intangible Assets with Indefinite Lives) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 31,307 | $ 31,071 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 27,262 | 27,388 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 4,045 | $ 3,683 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Intangible Assets Subject to Amortization) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | $ 179,769 | $ 179,291 |
Accumulated Amortization | 161,158 | 166,813 |
Net | $ 18,611 | $ 12,478 |
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 | 6 months | 1 year 7 months 6 days |
Historical Cost | $ 7,945 | $ 12,219 |
Accumulated Amortization | 7,430 | 10,633 |
Net | $ 515 | $ 1,586 |
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 | 53,930 |
Net | $ 0 | $ 411 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 3 years 2 months 12 days | 4 years 3 months 18 days |
Historical Cost | $ 105,560 | $ 99,571 |
Accumulated Amortization | 90,227 | 90,050 |
Net | $ 15,333 | $ 9,521 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Substantial amortization period, majority of amortization expense | 4 years | 4 years |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Substantial amortization period, majority of amortization expense | 5 years | 5 years |
Other purchased intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 2 years 1 month 6 days | 3 years 9 months 18 days |
Historical Cost | $ 11,923 | $ 13,160 |
Accumulated Amortization | 9,160 | 12,200 |
Net | $ 2,763 | $ 960 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Estimated Intangible Assets Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fiscal Year: | ||
2022 (Remainder) | $ 1,032 | |
2023 | 4,174 | |
2024 | 3,471 | |
2025 | 2,624 | |
2026 | 2,179 | |
Thereafter | 5,131 | |
Total | $ 18,611 | $ 12,478 |
Debt (Summary of Long-term Debt
Debt (Summary of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Deferred issuance costs | $ (11,613) | $ (12,960) |
Total long-term debt | 793,387 | 792,040 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 805,000 | 805,000 |
2026 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 305,000 | 305,000 |
2028 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 500,000 | $ 500,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Mar. 04, 2022 | Oct. 07, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Senior Notes | 2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 305,000,000 | |||
Proceeds from issuance of senior long-term debt | $ 301,200,000 | |||
Stated interest rate | 6% | |||
Covenant, leverage ratio, minimum | 3 | |||
Covenant, leverage ratio, maximum | 3 | |||
Covenant, restriction on payments, aggregate amount, maximum | $ 100,000,000 | |||
Covenant, earnings before interest, taxes, depreciation, and amortization, maximum | 50% | |||
Notes payable, fair value | $ 266,900,000 | $ 316,100,000 | ||
Senior Notes | 2026 Notes | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Percentage of principal amount redeemed | 40% | |||
Redemption price, percentage | 106% | |||
Redemption , threshold percentage principal amount remaining | 50% | |||
Senior Notes | 2026 Notes | Debt Instrument, Redemption, Period Two | ||||
Debt Instrument [Line Items] | ||||
Redemption price, percentage | 100% | |||
Senior Notes | 2028 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 500,000,000 | |||
Proceeds from issuance of senior long-term debt | $ 483,800,000 | |||
Stated interest rate | 6.50% | |||
Covenant, leverage ratio, minimum | 3 | |||
Covenant, leverage ratio, maximum | 3 | |||
Covenant, restriction on payments, aggregate amount, maximum | $ 100,000,000 | |||
Covenant, earnings before interest, taxes, depreciation, and amortization, maximum | 50% | |||
Notes payable, fair value | 425,000,000 | $ 521,200,000 | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||
Line of credit facility, accordion feature, increase limit | $ 25,000,000 | |||
Long-term line of credit | $ 0 | |||
Line of Credit | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.75% | |||
Line of Credit | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | Sep. 30, 2022 |
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 | 5 years |
Leases (Components of Lease Exp
Leases (Components of Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 604 | $ 483 | $ 1,840 | $ 1,738 |
Short-term lease cost | 384 | 161 | 1,186 | 875 |
Finance lease cost | ||||
Amortization of right-of-use assets | 297 | 283 | 897 | 516 |
Total lease cost | $ 1,285 | $ 927 | $ 3,923 | $ 3,129 |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet Operating Lease Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 7,419 | $ 7,233 |
Finance lease right-of-use assets | $ 1,728 | $ 2,648 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Total right-of-use assets | $ 9,147 | $ 9,881 |
Operating lease liabilities, current | 2,458 | 2,421 |
Operating lease liabilities, non-current | 13,998 | 14,108 |
Total operating lease liabilities | $ 16,456 | $ 16,529 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 2,085 | $ 925 | |
Operating cash flows from finance leases | 0 | 2,719 | |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 1,316 | 0 | |
Finance leases | $ 0 | $ 2,719 | |
Operating leases: | |||
Weighted average remaining lease term | 8 years 1 month 6 days | 8 years 9 months 18 days | |
Weighted average discount rate | 4.80% | 4.80% |
Leases (Maturities of Operating
Leases (Maturities of Operating Lease Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fiscal Year: | ||
2022 (remainder) | $ 1,169 | |
2023 | 2,602 | |
2024 | 2,561 | |
2025 | 2,389 | |
2026 | 2,461 | |
Thereafter | 10,697 | |
Total lease payments | 21,879 | |
Less: Imputed interest | (5,423) | |
Present value of operating lease liabilities | $ 16,456 | $ 16,529 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Tax liability, accrual | $ 8,000,000 | $ 8,000,000 | ||
Sales tax expense | 8,400,000 | $ 0 | 9,500,000 | $ 0 |
Sales tax reserved | $ 17,800,000 | $ 17,800,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 29.20% | 21.90% | 27.60% | 23.50% | |
Income before income taxes, domestic operations | $ (2,200) | $ 97,800 | |||
Income before income taxes, foreign operations | 79,200 | $ 58,000 | |||
Liability for uncertain tax positions | $ 6,969 | $ 6,969 | $ 4,795 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Mar. 01, 2022 | |
Equity [Abstract] | |||
Stock repurchase program, authorized amount | $ 100,000,000 | ||
Stock repurchased during period, shares (in shares) | 0 | 189,114 | |
Aggregate cost for repurchase of common stock | $ 7,600,000 |
Equity Incentive and Employee_3
Equity Incentive and Employee Stock Purchase Plan (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated forfeiture rates | 1.94% | 1.94% | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Lookback period | 30 days | |||
Restricted Stock, Restricted Stock Units (RSUs) and Market-based Restricted Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to non-vested awards granted | $ 35,400,000 | $ 35,400,000 | ||
Market-based Restricted Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | 5,091 | ||
Granted (in dollars per share) | $ 49.12 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 884 | |||
Granted (in dollars per share) | $ 37.67 | |||
Unrecognized compensation cost related to non-vested awards granted | $ 700,000 | $ 700,000 | ||
Weighted-average period to recognize compensation cost | 1 year 2 months 12 days | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 70,974 | |||
Unrecognized compensation cost related to non-vested awards granted | $ 34,700,000 | $ 34,700,000 | ||
Weighted-average period to recognize compensation cost | 4 years 8 months 12 days | |||
Equity Incentive Plan 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum issuance of common stock (in shares) | 4,000,000 | |||
Equity Incentive Plan 2021 | Restricted Stock and Restricted Stock Units (RSU) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 16,523 | 66,767 | ||
Equity Incentive Plan 2021 | Restricted Stock and Restricted Stock Units (RSU) | Board of Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting periods | 1 year | |||
Equity Incentive Plan 2021 | Restricted Stock and Restricted Stock Units (RSU) | Staff | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting periods | 4 years | |||
Equity Incentive Plan 2021 | Restricted Stock and Restricted Stock Units (RSU) | Chief Executive Officer and Chief Operating Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting periods | 5 years | |||
Employee Stock Purchase Plan 2021 | Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum issuance of common stock (in shares) | 1,000,000 | |||
Maximum earnings withheld by the employees | 15% | |||
Purchase price of common stock, percent | 85% | |||
Issuance of shares under employee stock purchase plan (in shares) | 0 | 15,806 | ||
Cash received upon the issuance of common stock | $ 0 | $ 600,000 | ||
Number of shares available for issuance (in shares) | 973,773 | 973,773 |
Equity Incentive and Employee_4
Equity Incentive and Employee Stock Purchase Plan (Market-Based Restricted Stock Awards, Valuation Assumptions) (Details) - Market-based Restricted Stock Awards | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Underlying stock price at valuation date (in dollars per share) | $ 57.15 |
Expected volatility | 35% |
Risk-free interest rate | 1.50% |
Equity Incentive and Employee_5
Equity Incentive and Employee Stock Purchase Plan (Restricted Stock and Restricted Stock Unit Award Activity) (Details) - USD ($) | 9 Months Ended |
Sep. 30, 2022 | |
Restricted Stock | |
Number of Shares | |
Beginning of period (in shares) | 65,235 |
Granted (in shares) | 884 |
Vested (in shares) | (30,703) |
Canceled (in shares) | 0 |
End of period (in shares) | 35,416 |
Weighted-Average Grant-Date Fair Value | |
Nonvested at beginning of period (in dollars per share) | $ 38.46 |
Granted (in dollars per share) | 37.67 |
Vested (in dollars per share) | 38.50 |
Canceled (in dollars per share) | 0 |
Nonvested at end of period (in dollars per share) | $ 38.42 |
Restricted Stock Units | |
Number of Shares | |
Beginning of period (in shares) | 1,013,097 |
Granted (in shares) | 70,974 |
Vested (in shares) | (51,405) |
Canceled (in shares) | (21,291) |
End of period (in shares) | 1,011,375 |
Vested and expected to vest at end of period (in shares) | 648,013 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 3 years 9 months 18 days |
Vested and expected to vest at end of period | 3 years |
Aggregate Intrinsic Value | |
Outstanding at end of period | $ 47,838,038 |
Vested and expected to vest at end of period | $ 30,651,008 |
Equity Incentive and Employee_6
Equity Incentive and Employee Stock Purchase Plan (Employee Stock Purchase Plan, Valuation Assumptions) (Details) - Employee Stock Purchase Plan | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.54% |
Expected term (in years) | 6 months |
Dividend yield | 0% |
Expected volatility | 24.55% |
Weighted average volatility | 24.55% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 07, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net income from continuing operations attributable to common shareholders | $ 15,370 | $ 41,132 | $ 55,811 | $ 119,220 | ||||
Net income available to participating securities, basic | (24) | 0 | (119) | 0 | ||||
Net income available to participating securities, diluted | (24) | 0 | (119) | 0 | ||||
Net income available to common shareholders from continuing operations | 15,346 | 41,132 | 55,692 | 119,220 | ||||
Net income available to common shareholders from continuing operations | $ 15,346 | $ 41,132 | $ 55,692 | $ 119,220 | ||||
Denominator: | ||||||||
Weighted-average outstanding shares of common stock (in shares) | 19,791,019 | 19,928,316 | 19,921,375 | 19,902,924 | 19,924,864 | 19,879,759 | 19,902,924 | |
Dilutive effect of: | ||||||||
Common stock and common stock equivalents (in shares) | 19,873,138 | 19,968,340 | 20,035,827 | 19,902,924 | 20,002,103 | 19,958,624 | 19,902,924 | |
Net income per share from continuing operations: | ||||||||
Basic (in dollars per share) | $ 0.78 | $ 2.07 | $ 2.80 | $ 5.99 | ||||
Diluted (in dollars per share) | $ 0.77 | $ 2.07 | $ 2.79 | $ 5.99 | ||||
Anti-dilutive shares were excluded from earnings per share calculation (in shares) | 499,584 | 499,476 | ||||||
J2 Global, Inc. | Ziff Davis, Inc. | ||||||||
Net income per share from continuing operations: | ||||||||
Separation and distribution agreement, number of shares distributed (in shares) | 19,902,924 | |||||||
Equity incentive plans | ||||||||
Dilutive effect of: | ||||||||
Equity incentive plans (in shares) | 66,356 | 0 | 64,473 | 0 | ||||
Employee Stock Purchase Plan | ||||||||
Dilutive effect of: | ||||||||
Equity incentive plans (in shares) | 15,763 | 0 | 14,392 | 0 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Information (Revenues a
Segment Information (Revenues and Long-lived Assets by Geographic Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Revenues | $ 91,777 | $ 91,115 | $ 89,298 | $ 89,198 | $ 180,413 | $ 272,190 | $ 263,660 | |
Long-lived assets | 54,860 | 54,860 | $ 41,082 | |||||
United States | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Revenues | 72,720 | 69,747 | 214,214 | 205,011 | ||||
Long-lived assets | 53,768 | 53,768 | 39,475 | |||||
Canada | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Revenues | 12,679 | 11,289 | 37,013 | 33,741 | ||||
Long-lived assets | 620 | 620 | 748 | |||||
Ireland | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Revenues | 4,309 | 5,376 | 13,785 | 16,813 | ||||
Long-lived assets | 194 | 194 | 787 | |||||
All other countries | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Revenues | 2,069 | 2,786 | 7,178 | 8,095 | ||||
Long-lived assets | 278 | 278 | 72 | |||||
Foreign countries | ||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||
Revenues | 19,057 | $ 19,451 | 57,976 | $ 58,649 | ||||
Long-lived assets | $ 1,092 | $ 1,092 | $ 1,607 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | $ (300,207,000) | $ (314,703,000) | $ 1,233,732,000 | $ (332,665,000) | $ 1,122,542,000 |
Net increase in other comprehensive loss | (11,411,000) | (8,248,000) | (17,872,000) | (13,555,000) | |
Ending balance | (292,279,000) | (300,207,000) | 1,236,697,000 | (292,279,000) | 1,236,697,000 |
Reclassification from accumulated other comprehensive loss | 0 | 0 | |||
Net translation foreign currency translation gain | 3,894,000 | ||||
Net translation foreign currency translation loss | 11,411,000 | $ 8,248,000 | 17,872,000 | $ 13,555,000 | |
Revision of Prior Period, Error Correction, Adjustment | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (990,000) | (779,000) | |||
Ending balance | (2,619,000) | (990,000) | (2,619,000) | ||
Error Correction, Other | Revision of Prior Period, Error Correction, Adjustment | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Net translation foreign currency translation gain | 5,500,000 | ||||
Net translation foreign currency translation loss | 5,500,000 | ||||
Foreign Currency Translation | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (23,318,000) | (16,857,000) | |||
Other comprehensive loss | (11,411,000) | (17,872,000) | |||
Net increase in other comprehensive loss | (11,411,000) | (17,872,000) | |||
Ending balance | $ (34,729,000) | $ (23,318,000) | $ (34,729,000) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 08, 2021 | |
Ziff Davis, Inc. | Consensus Cloud Solutions Inc | ||||
Related Party Transaction [Line Items] | ||||
Ownership interest | 1,000% | 1,000% | 19.90% | |
Ziff Davis | ||||
Related Party Transaction [Line Items] | ||||
Cash consideration paid In connection with the separation | $ 7.2 | $ 18.7 | ||
Registration expense | 0.1 | 0.6 | ||
Due to affiliate, current | $ 0.9 | $ 0.9 | $ 5.7 |