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 |