How can I track EFAX's SEC filings?

EFAX's 485APOS / 485BPOS prospectus filings, N-CSR shareholder reports, and other regulatory filings are listed on this page with direct links to the SEC EDGAR copies. Filings update as the issuer submits them — typically semi-annually for shareholder reports.

Where can I find EFAX's prospectus?

State Street SPDR MSCI EAFE Fossil Fuel Reserves Free ETF (EFAX)'s most recent prospectus is linked in the filings section on this page. Issuers publish the full prospectus on their product page and re-file it annually with material updates flagged in the 485BPOS amendment.

EFAX

State Street SPDR MSCI EAFE Fossil Fuel Reserves Free ETF

AMEX·Asset Management, Global · Financial Services

$54.03$0.06+0.11%

After hours·$54.03−0.00%

Market closed·Jul 22 7:57 PM UTC

Press Releases

State Street Global Advisors Announces Share Splits for Four SPDR® ETFs
BOSTON--(BUSINESS WIRE)--State Street Global Advisors, the asset management business of State Street Corporation (NYSE: STT), today announced share splits on four SPDR ETFs. The splits will decrease the funds’ share prices and increase the number of outstanding shares. The aggregate market value of shares outstanding will not be impacted. The share splits will apply to shareholders of record as of the market close on January 9, 2023 and are payable after market close on January 11, 2023. Shares will trade at their post-split price effective January 12, 2023. The four SPDR ETFs include: Ticker Fund Name Price As of 12/7/22 Split Estimated Post-Split Price HYMB SPDR Nuveen Bloomberg High Yield Municipal Bond ETF $50.17 2:1 $25.09 SPYX SPDR S&P 500 Fossil Fuel Reserves Free ETF $95.59 3:1 $31.86 EFAX SPDR MSCI EAFE Fossil Fuel Reserves Free ETF $69.05 2:1 $34.53 EEMX SPDR MSCI Emerging Markets Fossil Fuel Reserves Free ETF $58.73 2:1 $29.37 Source: ssga.com as of 12/7/22 About SPDR Exchange Traded Funds SPDR ETFs are a comprehensive family spanning an array of international and domestic asset classes. The funds provide investors with the flexibility to select investments that are aligned to their investment strategy. For more information, visit www.ssga.com. About State Street Global Advisors For four decades, State Street Global Advisors has served the world’s governments, institutions and financial advisors. With a rigorous, risk-aware approach built on research, analysis and market-tested experience, we build from a breadth of index and active strategies to create cost-effective solutions. As stewards, we help portfolio companies see that what is fair for people and sustainable for the planet can deliver long-term performance. And, as pioneers in index, ETF, and ESG investing, we are always inventing new ways to invest. As a result, we have become the world’s fourth-largest asset manager* with US $3.26 trillion† under our care. *Pensions & Investments Research Center, as of 12/31/21. †This figure is presented as of September 30, 2022 and includes approximately $55.12 billion USD of assets with respect to SPDR products for which State Street Global Advisors Funds Distributors, LLC (SSGA FD) acts solely as the marketing agent. SSGA FD and State Street Global Advisors are affiliated. Please note all AUM is unaudited. Important Risk Disclosures Investing involves risk of including the risk of loss of principal. ETFs trade like stocks, are subject to investment risk, fluctuate in market value and may trade at prices above or below the ETFs net asset value. Brokerage commissions and ETF expenses will reduce returns. Investing in high yield fixed income securities, otherwise known as "junk bonds", is considered speculative and involves greater risk of loss of principal and interest than investing in investment grade fixed income securities. These Lower-quality debt securities involve greater risk of default or price changes due to potential changes in the credit quality of the issuer. The value of the debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, inability of issuers to repay principal and interest or illiquidity in the debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. This may result in a reduction in income from debt securities income. The municipal market is volatile and can be significantly affected by adverse tax, legislative or political changes and the financial condition of the issuers of municipal securities. Interest rate increases can cause the price of a debt security to decrease. A portion of the dividends you receive may be subject to federal, state, or local income tax or may be subject to the federal alternative minimum tax. High-yield municipal bonds are subject to greater credit risk and are likely to be more sensitive to adverse economic changes or subject to greater risk of loss of income and principal than higher-rated securities. The municipal market is volatile and can be significantly affected by adverse tax, legislative or political changes and the financial condition of the issuers of municipal securities. Interest rate increases can cause the price of a debt security to decrease. A portion of the dividends you receive may be subject to federal, state, or local income tax or may be subject to the federal alternative minimum tax. HYMB, SPYX and EFAX are classified as “diversified” under the Investment Company Act of 1940, as amended (the “1940 Act”); however, the Fund may become “non-diversified,” as defined under the 1940 Act, solely as a result of tracking the Index (e.g., changes in weightings of one or more component securities). When the Fund is non-diversified, it may invest a relatively high percentage of its assets in a limited number of issuers. No fossil fuel reserve ownership may have an adverse effect on a company’s profitability and, in turn, the returns of the fund. Equity securities may fluctuate in value and can decline significantly in response to the activities of individual companies and general market and economic conditions. Concentrated investments in a particular industry or sector tend to be more volatile than the overall market and increases risk that events negatively affecting such sectors or industries could reduce returns, potentially causing the value of the Fund’s shares to decrease. Investments in mid-sized companies may involve greater risks than in those of larger, better known companies, but may be less volatile than investments in smaller companies. Foreign (non-U.S.) securities may be subject to greater political, economic, environmental, credit and information risks. Foreign securities may be subject to higher volatility than U.S. securities, due to varying degrees of regulation and limited liquidity. As a “non-diversified” fund, EEMX may hold a smaller number of portfolio securities than many other funds. To the extent the Fund invests in a relatively small number of issuers, a decline in the market value of a particular security held by the Fund may affect its value more than if it invested in a larger number of issuers. The value of Fund Shares may be more volatile than the values of shares of more diversified funds. The Fund may become diversified for periods of time solely as a result of tracking the Index (e.g., changes in weightings of one or more component securities). Passively managed funds invest by sampling the index, holding a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. This may cause the fund to experience tracking errors relative to performance of the index. The returns on a portfolio of securities which exclude companies that do not meet the portfolio’s specified ESG criteria may trail the returns on a portfolio of securities which such include companies. A portfolio’s ESG criteria may result in the portfolio investing in industry sectors or securities which underperform the market as a whole. While the shares of ETFs are tradable on secondary markets, they may not readily trade in all market conditions and may trade at significant discounts in periods of market stress. The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent. All information is from SSGA unless otherwise noted and has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. There is no representation or warranty as to the current accuracy, reliability or completeness of, nor liability for, decisions based on such information and it should not be relied on as such. The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor’s particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. The trademarks and service marks referenced herein are the property of their respective owners. Third party data providers make no warranties or representations of any kind relating to the accuracy, completeness or timeliness of the data and have no liability for damages of any kind relating to the use of such data. Intellectual Property Information: Standard & Poor’s®, S&P® and SPDR® are registered trademarks of Standard & Poor’s Financial Services LLC, (S&P); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones); and these trademarks have been licensed for use by S&P Dow Jones Indices LLC (SPDJI) and sublicensed for certain purposes by State Street Corporation. State Street Corporation’s financial products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates and third party licensors and none of such parties makes any representation regarding the advisability of investing in such product(s) nor do they have any liability in relation thereto, including for any errors, omissions, or interruptions of any index. The funds or securities referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such funds or securities or any index on which such funds or securities are based. The Prospectus contains a more detailed description of the limited relationship MSCI has with SSGA Funds Management, Inc and any related funds. "Bloomberg®" and Bloomberg Municipal Yield Index are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited ("BISL"), the administrator of the index (collectively, "Bloomberg") and have been licensed for use for certain purposes by State Street Global Advisors. Bloomberg is not affiliated with State Street Global Advisors, and Bloomberg does not approve, endorse, review, or recommend SPDR Nuveen Bloomberg High Yield Municipal Bond ETF. Bloomberg does not guarantee the timeliness, accurateness, or completeness of any data or information relating to SPDR Nuveen Bloomberg High Yield Municipal Bond ETF. Distributor: State Street Global Advisors Funds Distributors, LLC, member FINRA, SIPC, an indirect wholly owned subsidiary of State Street Corporation. References to State Street may include State Street Corporation and its affiliates. Certain State Street affiliates provide services and receive fees from the SPDR ETFs. State Street Global Advisors Funds Distributors, LLC is the distributor for some registered products on behalf of the advisor. SSGA Funds Management, Inc. has retained Nuveen Asset Management as the sub-advisor. State Street Global Advisors Funds Distributors, LLC is not affiliated with Nuveen Asset Management. Before investing, consider the fund’s investment objectives, risks, charges and expenses. To obtain a prospectus or summary prospectus which contains this and other information, call 1-866-787-2257 or visit www.ssga.com. Read it carefully. Not FDIC Insured • No Bank Guarantee • May Lose Value State Street Global Advisors, 1 Iron Street, Boston, MA 02210-1641 © 2022 State Street Corporation. All Rights Reserved. 5073950.2.1.AM.RTL Exp. Date: 12/31/2023
businesswire.comDec 9, 2022 · 4:30 PM
Consensus Cloud Solutions to Participate in Wells Fargo Leveraged Finance Conference in September 2022
LOS ANGELES--(BUSINESS WIRE)--Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) today announced its participation in the Wells Fargo Leveraged Finance Conference September 8, 2022. Details of the conference are as follows: Location: Gaylord Opryland Hotel & Convention Center Presentation on Thursday, September 8, 2022 at 9:25 am (ET) Webcast Link: https://cc.webcasts.com/well001/090822a_js/?entity=6_DOYMBPV About Consensus Cloud Solutions, Inc. Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital technology for secure information transport. The company leverages its technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax Corporate, a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jSign for secure digital signatures built on blockchain. For more information about Consensus, visit consensus.com and follow @ConsensusCS on Twitter to learn more.
businesswire.comAug 22, 2022 · 11:55 AM
Consensus Cloud Solutions, Inc. Reports Second Quarter 2022 Results Reaffirms 2022 Guidance
LOS ANGELES--(BUSINESS WIRE)--Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) today reported preliminary financial results for the second quarter 2022. “I am pleased with our Q2 financial results in this inflationary and soft economy. Our corporate channel continued to drive our growth with a 17% increase over Q2 2021 and has a robust pipeline of enterprise opportunities for the second half of 2022. In addition, the Company continued to produce excellent margins and continued to make progress in attaining the authority to operate from the Veterans Administration which is expected in Q3.” said Scott Turicchi, CEO of Consensus. SECOND QUARTER 2022 HIGHLIGHTS Q2 2022 GAAP quarterly revenues increased by $5.4 million or 6.1% to $93.2 million compared with $87.8 million for Q2 2021. Our growth was primarily due to an increase of $7.2 million or 17.1% in our corporate business (inclusive of $2.6 million due to the Summit acquisition); partially offset by a decline of $1.8 million or 3.9% in our SoHo business ($1.0 million or 1.7% on a Fx neutral basis). GAAP net income from continuing operations decreased to $22.3 million in Q2 2022 compared to $38.9 million for Q2 2021. The decrease is primarily related to the interest expense associated with the 2026 and 2028 notes, additional costs as a standalone publicly traded company and increased headcount; partially offset by higher revenues. GAAP earnings per diluted share from continuing operations (1) decreased to $1.11 in Q2 2022 compared to $2.04 for Q2 2021. The decrease is primarily related to the items discussed above. Adjusted EBITDA (3) for Q2 2022 of $50.3 million is favorable compared to Q2 2021 pro forma adjusted EBITDA (5) of $50.0 million. Adjusted non-GAAP earnings per diluted share (2)(3) for the quarter increased to $1.45 or 6.6% compared to pro forma Adjusted non-GAAP earnings per diluted share (2)(3) of $1.36 for Q2 2021. Consensus ended the quarter with $76.3 million in cash and cash equivalents after cash outlays related to interest expense payments of $26.5 million (occurring in Q2 and Q4), share repurchases of $7.6 million and other significant payments of ~$20 million. Key financial results from continuing operations for Q2 2022 versus Q2 2021 are set forth in the following table. Reconciliations of Adjusted non-GAAP net income, earnings per diluted share, Adjusted EBITDA and Pro Forma results from operations are to their nearest comparable GAAP financial measures accompany this press release. (Unaudited, in thousands except per share amounts and percentages) Continuing Operations Pro Forma (4) Q2 2022 Q2 2021 Q2 2021 % Change Revenues $ 93,163 $ 87,842 $ 87,842 6.1 % GAAP net income $ 22,274 $ 38,854 GAAP net income per diluted share (1) $ 1.11 $ 2.04 Adjusted Non-GAAP net income (2) $ 29,006 $ 41,175 $ 26,982 7.5 % Adjusted Non-GAAP income per diluted share (2)(3) $ 1.45 $ 2.07 $ 1.36 6.6 % Adjusted EBITDA (3) $ 50,303 $ 54,851 $ 50,017 0.6 % Adjusted EBITDA margin (3) 54.0 % 62.4 % 56.9 % Non-Consensus assets are classified as discontinued operations in our financial statements for the prior period. Results in this press release represent continuing operations, and where appropriate, results from discontinued operations have been disclosed. REAFFIRMS 2022 GUIDANCE For 2022 full year guidance, the Company estimates revenues between $375 million and $385 million, Adjusted EBITDA between $201 million and $207 million and Adjusted non-GAAP earnings per diluted share of between $5.36 and $5.50, excluding share-based compensation, amortization of acquired intangibles and the impact of unanticipated items, in the case of adjusted non-GAAP net income, net of tax. The non-GAAP effective tax rate for 2022 is expected to be between 19.5% and 21.5%. Full year guidance is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measures are unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, we are unable to provide a reconciliation of these measures without unreasonable effort. Notes: (1) The estimated GAAP effective tax rates were approximately 26.3% for Q2 2022 and 24.3% for Q2 2021. The estimated pro forma Adjusted non-GAAP effective tax rate was approximately 24.0% for Q2 2021. The estimated non-GAAP effective tax rates were approximately 21.2% for Q2 2022 and 22.2% for Q2 2021. The estimated pro forma Adjusted non-GAAP effective tax rate was approximately 24.0% for Q2 2021. (2) Adjusted non-GAAP net income and Adjusted non-GAAP earnings per diluted share excludes certain non-GAAP items, as defined in the accompanying reconciliation of GAAP to Adjusted non-GAAP Financial Measures, for the three months ended June 30, 2022 and 2021. Such exclusions totaled $0.34 and $0.12 per diluted share, respectively. Pro forma Adjusted non-GAAP earnings per diluted share excludes certain pro forma items, as defined in footnote (4) below. Such exclusions totaled $(0.59) per diluted share for three months ended June 30, 2021. Adjusted non-GAAP net income and Adjusted non-GAAP earnings per diluted share are not meant as a substitute for GAAP, but are presented solely for informational purposes. (3) Adjusted EBITDA is defined as earnings before interest; other income, net; income tax expense; depreciation and amortization; and other items used to reconcile EPS to Adjusted non-GAAP EPS, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but is presented solely for informational purposes. (4) The % change is a comparison of Q2 2022 actual results versus Q2 2021 pro forma. Q2 2021 pro forma adjustments represent incremental costs incurred as a standalone public company, incremental interest expense related to the debt of $805 million and the effects of pro forma adjustments at the applicable statutory tax rates. (5) See Net Income to Adjusted EBITDA Reconciliation for the components of pro forma adjusted EBITDA. About Consensus Cloud Solutions Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital cloud transmission and interoperability solutions. The company leverages its 25-year technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax Corporate (TM), a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jsign (TM) for secure digital signatures built on blockchain. For more information about Consensus, visit consensus.com and follow @ConsensusCS on Twitter to learn more. “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, including those contained in Scott Turicchi’s quote and the “Business Outlook” portion regarding the Company’s expected fiscal 2022 financial performance and statements regarding the Company’s share buyback program. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow fax revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine);and the numerous other factors set forth in Consensus’ filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting Consensus, refer to the 2021 Annual Report on Form 10-K filed by Consensus on April 15, 2022 and the other reports filed by Consensus from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release, including those contained in Scott Turicchi’s quote and in the “Business Outlook” portion regarding the Company’s expected fiscal 2022 financial performance are based on limited information available to the Company at this time, which is subject to change. Although management’s expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements. About non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following Adjusted non-GAAP financial measures: Adjusted non-GAAP net income, Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these Adjusted non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these Adjusted non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these Adjusted non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These Adjusted non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these Adjusted non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business. For more information on these Adjusted non-GAAP financial measures, please see the appropriate GAAP to Adjusted non-GAAP reconciliation tables included within the attached Exhibit to this Release. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) June 30, 2022 December 31, 2021 ASSETS Cash and cash equivalents $ 76,292 $ 66,778 Accounts receivable, net of allowances of $4,372 and $4,743, respectively 29,926 24,829 Prepaid expenses and other current assets 4,910 4,650 Total current assets 111,128 96,257 Property and equipment, net 42,610 33,849 Operating lease right-of-use assets 7,762 7,233 Intangibles, net 51,922 43,549 Goodwill 347,855 339,209 Deferred income taxes 41,592 41,842 Other assets 1,151 873 TOTAL ASSETS $ 604,020 $ 562,812 LIABILITIES AND STOCKHOLDERS’ DEFICIT Accounts payable and accrued expenses $ 39,509 $ 40,206 Income taxes payable, current 5,199 5,227 Deferred revenue, current 30,606 24,370 Operating lease liabilities, current 2,422 2,421 Due to Former Parent 4,434 5,739 Total current liabilities 82,170 77,963 Long-term debt 792,916 792,040 Deferred revenue, non-current 134 184 Operating lease liabilities, non-current 14,483 14,108 Liability for uncertain tax positions 6,253 4,795 Deferred income taxes 6,176 6,027 Other long-term liabilities 1,105 360 TOTAL LIABILITIES 903,237 895,477 Commitments and contingencies Common stock, $0.01 par value. Authorized 120,000,000; total issued is 20,015,838 and 19,978,580 shares and total outstanding is 19,826,724 and 19,978,580 shares at June 30, 2022 and December 31, 2021, respectively. 200 200 Additional paid-in capital 11,913 2,878 Treasury stock, at cost (189,114 and zero shares at June 30, 2022 and December 31, 2021, respectively). (7,596 ) — Accumulated deficit (280,416 ) (318,886 ) Accumulated other comprehensive loss (23,318 ) (16,857 ) TOTAL STOCKHOLDERS’ DEFICIT (299,217 ) (332,665 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 604,020 $ 562,812 CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues $ 93,163 $ 87,842 $ 184,088 $ 174,462 Cost of revenues (1) 15,587 14,554 30,692 28,524 Gross profit 77,576 73,288 153,396 145,938 Operating expenses: Sales and marketing (1) 16,394 13,681 32,224 26,916 Research, development and engineering (1) 2,741 1,940 5,077 3,616 General and administrative (1) 17,450 5,976 36,256 12,025 Total operating expenses 36,585 21,597 73,557 42,557 Income from operations 40,991 51,691 79,839 103,381 Interest expense (12,359 ) (254 ) (25,632 ) (480 ) Other income (expense), net 1,577 (97 ) 1,750 281 Income before income taxes 30,209 51,340 55,957 103,182 Income tax expense 7,935 12,486 14,978 25,094 Income from continuing operations 22,274 38,854 40,979 78,088 Income from discontinued operations, net of income taxes (1) — (11,337 ) — (3,210 ) Net income $ 22,274 $ 27,517 $ 40,979 $ 74,878 Net income per common share from continuing operations: Basic $ 1.12 $ 1.95 $ 2.05 $ 3.92 Diluted $ 1.11 $ 1.95 $ 2.04 $ 3.92 Net income per common share from discontinued operations: Basic $ — $ (0.57 ) $ — $ (0.16 ) Diluted $ — $ (0.57 ) $ — $ (0.16 ) Net income per common share: Basic $ 1.12 $ 1.38 $ 2.05 $ 3.76 Diluted $ 1.11 $ 1.38 $ 2.04 $ 3.76 Weighted average shares outstanding: Basic 19,928,316 19,902,924 19,924,864 19,902,924 Diluted 19,965,204 19,902,924 19,985,275 19,902,924 (1) Includes share-based compensation expense as follows: Cost of revenues $ 216 $ 49 $ 439 $ 99 Sales and marketing 270 93 543 188 Research, development and engineering 340 99 696 201 General and administrative 3,955 140 8,316 276 Income from discontinued operations, net of income taxes — 1,048 — 2,156 Total $ 4,781 $ 1,429 $ 9,994 $ 2,920 CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, IN THOUSANDS) Six Months Ended June 30, 2022 2021 (1) Cash flows from operating activities: Net income $ 40,979 $ 74,878 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,564 32,662 Amortization of financing costs and discounts 901 — Non-cash operating lease costs 787 3,749 Share-based compensation 9,994 2,920 Provision for doubtful accounts 3,262 3,194 Deferred income taxes, net (2,435 ) (4,289 ) Gain on sale of businesses — (2,802 ) Goodwill impairment on business — 32,629 Other — 1,508 Changes in operating assets and liabilities: Accounts receivable (7,351 ) (6,271 ) Prepaid expenses and other current assets (37 ) (4,401 ) Other assets (279 ) 1,592 Accounts payable and accrued expenses (1,857 ) 2,318 Income taxes payable 60 (6,027 ) Deferred revenue 1,409 (1,128 ) Operating lease liabilities (939 ) (4,205 ) Liability for uncertain tax positions 1,458 (4,008 ) Other liabilities (1,310 ) 4,298 Net cash provided by operating activities 52,206 126,617 Cash flows from investing activities: Purchases of property and equipment (13,744 ) (19,474 ) Acquisition of businesses, net of cash received (14,355 ) (67,342 ) Proceeds from sale of businesses, net of cash divested — 6,033 Purchases of intangible assets (1,000 ) — Net cash used in investing activities (29,099 ) (80,783 ) Cash flows from financing activities: Debt issuance costs (232 ) — Issuance of common stock under employee stock purchase plan 631 — Repurchase of common stock (7,596 ) — Shares withheld related to net share settlement (1,590 ) — Deferred payments for acquisitions — (6,339 ) Contribution from Former Parent — 25,443 Other — (290 ) Net cash (used in) provided by financing activities (8,787 ) 18,814 Effect of exchange rate changes on cash and cash equivalents (4,806 ) (234 ) Net change in cash and cash equivalents 9,514 64,414 Cash and cash equivalents at beginning of period 66,778 128,189 Cash and cash equivalents at end of period $ 76,292 $ 192,603 Less cash and cash equivalents at end of period, discontinued operations — 84,937 Cash and cash equivalents at end of period, continuing operations $ 76,292 $ 107,666 (1) The prior period includes cash flows from discontinued operations of the non-Consensus business. As a result, the prior period is not comparable. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES THREE MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) The following tables sets forth reconciliations regarding certain non-GAAP measures for the three months ended June 30, 2022 and 2021 to the most closely comparable GAAP measure. Three Months Ended June 30, 2022 Per Diluted Share * 2021 Per Diluted Share * Net income $ 22,274 $ 1.11 $ 38,854 $ 1.95 Plus: Share-based compensation (1) 4,162 0.21 292 0.02 Amortization (2) 784 0.04 866 0.04 Spin-off related costs (3) 731 0.04 — — Non-income related sales tax (4) (349 ) (0.02 ) — — Acquisition related integration costs (5) 149 0.01 — — Intra-entity transfer (6) 1,255 0.06 1,163 0.06 Adjusted non-GAAP net income $ 29,006 $ 1.45 $ 41,175 $ 2.07 * The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES RECONCILIATION TO ADJUSTED NON-GAAP FINANCIAL MEASURES THREE MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended June 30, 2022 2021 Cost of revenues $ 15,587 $ 14,554 Plus: Share-based compensation (1) (216 ) (49 ) Amortization (2) (10 ) (1 ) Adjusted non-GAAP cost of revenues $ 15,361 $ 14,504 Sales and marketing $ 16,394 $ 13,681 Plus: Share-based compensation (1) (270 ) (93 ) Adjusted non-GAAP sales and marketing $ 16,124 $ 13,588 Research, development and engineering $ 2,741 $ 1,940 Plus: Share-based compensation (1) (340 ) (99 ) Adjusted non-GAAP research, development and engineering $ 2,401 $ 1,841 General and administrative $ 17,450 $ 5,976 Plus: Share-based compensation (1) (3,955 ) (140 ) Amortization (2) (1,073 ) (1,181 ) Spin-off related costs (3) (995 ) — Non-income related sales tax (4) 526 — Acquisition related integration costs (5) (204 ) — Adjusted non-GAAP general and administrative $ 11,749 $ 4,655 Interest expense $ (12,359 ) $ (254 ) Plus: Non-income related sales tax (4) 58 — Adjusted non-GAAP interest expense, net $ (12,301 ) $ (254 ) Income tax expense $ 7,935 $ 12,486 Plus: Share-based compensation (1) 619 89 Amortization (2) 299 316 Spin-off related costs (3) 264 — Non-income related sales tax (4) (119 ) — Acquisition related costs (5) 55 — Intra-entity Transfer of IP (6) (1,255 ) (1,163 ) Adjusted non-GAAP income tax expense $ 7,798 $ 11,728 Total adjustments $ (6,732 ) $ (2,321 ) GAAP earnings per diluted share $ 1.11 $ 1.95 Adjustments * $ 0.34 $ 0.12 Adjusted non-GAAP earnings per diluted share $ 1.45 $ 2.07 * The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently. The Company discloses Adjusted non-GAAP Earnings Per Share (“EPS”) and adjusted non-GAAP net income as supplemental Non-GAAP financial performance measures, as it believes they are useful metrics by which to compare the performance of its business from period to period. The Company also understands that these Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors. Adjusted non-GAAP EPS and Adjusted non-GAAP net income are not in accordance with, or an alternative to, net income per share or net income and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, these Adjusted non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These Adjusted non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. Non-GAAP Financial Measures To supplement its unaudited condensed consolidated financial statements and pro forma condensed consolidated financial statements, each of which are prepared and presented in accordance with US GAAP, the Company uses the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted non-GAAP Net Income and Adjusted non-GAAP Diluted EPS (collectively the “Non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The Company uses these Non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about core operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. (1) Share-based compensation. The Company excludes stock-based compensation because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. The Company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item. (2) Amortization. The Company excludes amortization of patents and acquired intangible assets because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item. (3) Spin-off related costs. The Company excludes certain expenses associated with the spin-off from Ziff Davis, Inc. The Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers. (4) Non-income related tax. The Company has excluded certain non-income related taxes in connection with the recent spin-off from Ziff Davis, Inc. The Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. (5) Acquisition related integration costs. The Company excludes certain acquisition and related integration costs such as adjustments to contingent consideration, severance, lease terminations, retention bonuses and other acquisition-specific items. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item. (6) Intra-entity transfers. The Company excludes certain effects of intra-entity transfers to the extent the related tax asset or liability in the financial statement is not recovered or settled, respectively during the year. During December 2019, the Company entered into an intra-entity asset transfer that resulted in the recording of a tax benefit and related tax asset representing tax deductible amounts to be realized in future years which is expected to be recovered over a period of up to 20 years and related foreign currency fluctuations. The Company believes that the Non-GAAP financial measures excluding the cumulative future unrealized benefit of the assets transferred and including the tax benefit in the year of realization provides meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results. The Company presents Adjusted non-GAAP Cost of Revenues, Adjusted non-GAAP Research, Development and Engineering, Adjusted non-GAAP Sales and Marketing, Adjusted non-GAAP General and Administrative, Adjusted non-GAAP Interest Expense, net, Adjusted non-GAAP Other Income, net, Adjusted non-GAAP Income Tax Expense, and Adjusted non-GAAP Net Income because the Company believes that these provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES NET INCOME TO ADJUSTED EBITDA RECONCILIATION THREE MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED, IN THOUSANDS) The following table sets forth a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. Three Months Ended June 30, 2022 2021 Pro Forma 2021 Net income $ 22,274 $ 38,854 $ 26,982 Plus: Interest expense 12,359 254 12,820 Other income, net (1,577 ) 97 97 Income tax expense 7,935 12,486 8,521 Depreciation and amortization 3,858 2,779 1,597 EBITDA: Plus: Share-based compensation 4781 381 — Spin-off related costs 995 — — Non-income related sales tax (526 ) — — Acquisition related costs 204 — — Adjusted EBITDA $ 50,303 $ 54,851 $ 50,017 Adjusted EBITDA as calculated above represents earnings before interest, depreciation and amortization, income tax expense and the items used to reconcile GAAP to Adjusted non-GAAP financial measures, including (1) share-based compensation; (2) spin-off related costs; (3) non-income related sales tax; and (4) acquisition related costs. We disclose Adjusted EBITDA as a supplemental Non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors. Adjusted EBITDA is not in accordance with, or an alternative to, net income, and may be different from Non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) Q1 Q2 (1) Q3 Q4 YTD 2022 Net cash provided by operating activities $ 49,908 2,298 $ — $ — $ 52,206 Less: Purchases of property and equipment (6,915 ) (6,829 ) — — (13,744 ) Free cash flows $ 42,993 $ (4,531 ) $ — $ — $ 38,462 (1) Net cash provided by operating activities during the second quarter was impacted by cash outlays related to interest expense payments of $26.5 million (occurring in Q2 and Q4) and other significant payments of ~$20 million. The Company discloses free cash flows as supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Non-GAAP financial measure provides useful information to investors. Free cash flows is not in accordance with, or an alternative to, Cash Flows from Operating Activities, and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, the Non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. Certain Other Pro Forma Financial Information (Unaudited) CONSENSUS CLOUD SOLUTIONS, INC PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2021 (UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) Consensus Pro Forma Adjustments (1) Consensus Pro Forma Revenues $ 87,842 $ — $ 87,842 Cost of revenues 14,554 95 14,649 Gross profit 73,288 (95 ) 73,193 Operating expenses: Sales and marketing 13,681 (93 ) 13,588 Research, development and engineering 1,940 (101 ) 1,839 General and administrative 5,976 3,370 9,346 Total operating expenses 21,597 3,176 24,773 Income from operations 51,691 (3,271 ) 48,420 Interest expense (254 ) (12,566 ) (12,820 ) Interest income — — — Other expense, net (97 ) — (97 ) Income before income taxes 51,340 (15,837 ) 35,503 Income tax expense 12,486 (3,965 ) 8,521 Net income $ 38,854 $ (11,872 ) $ 26,982 Net income per common share from continuing operations: Basic $ 1.95 $ (0.59 ) $ 1.36 Diluted $ 1.95 $ (0.59 ) $ 1.36 Weighted average shares outstanding: Basic 19,902,924 Diluted 19,902,924 (1) Pro forma adjustments represents the following: Represents incremental costs to be incurred as a standalone public entity and overhead currently shared from Ziff Davis such as legal, accounting, finance, human resource and payroll, net of tax. Reflects the interest expense related to debt of $805 million principal amount issued by Consensus Cloud Solutions, Inc., on October 7, 2021, in connection with the separation capitalization plan with an interest rate of 6.3% per annum. Reflects the effects of the pro forma adjustments at the applicable statutory income tax rates. The following table sets forth certain pro forma financial and operating information for Consensus for the three months ended June 30, 2022 and 2021 (in thousands). Three Months Ended June 30, 2022 2021 Corporate revenue $ 49,140 $ 41,961 Corporate customer accounts 46 46 Corporate ARPA (1) $ 356.97 $ 298.44 Corporate paid adds (2) 4 3 Corporate monthly account churn (3) 1.88 % 3.14 % SoHo revenue $ 44,002 $ 45,790 SoHo customer accounts 1,002 1,072 SoHo ARPA (1) $ 14.46 $ 14.27 SoHo paid adds (2) 96 110 SoHo monthly account churn (3) 3.87 % 3.20 % (1) Represents a monthly ARPA calculated for the quarter calculated as follows. Monthly ARPA on a quarterly basis is calculated using our standard convention of dividing revenue for the quarter by the average of the quarter’s beginning and ending customer base and dividing that amount by 3 months. Consensus believes ARPA provides investors an understanding of the average monthly revenues we recognize per account associated within Consensus’ customer base. As ARPA varies based on fixed subscription fee and variable usage components, Consensus believes it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across Consensus’ customers. (2) Paid Adds represents paying new Consensus customer accounts added during the annual period. (3) Monthly churn is defined as a Consensus paying customer accounts that cancelled its services during the period divided by the average number customers over the period. This measure is calculated monthly and expressed as an average over the applicable period.
businesswire.comAug 9, 2022 · 4:01 PM
Consensus Cloud Solutions to Participate in Oppenheimer 25th Annual Technology Internet & Communications Conference
LOS ANGELES--(BUSINESS WIRE)--Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) today announced its participation at the Oppenheimer 25th Annual Technology Internet & Communications Conference on August 10, 2022. Details of the conference are as follows: Location: Virtual Presentation on, Wednesday, August 10, 2022 at 2:55-3:35 PM ET Webcast Link: https://wsw.com/webcast/oppenheimer23/ccsi/2749890 About Consensus: Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital cloud transmission and interoperability solutions. The company leverages its 25-year technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax Corporate, a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jSig for secure digital signatures built on blockchain. For more information about Consensus, visit consensus.com and follow @ConsensusCS on Twitter to learn more.
businesswire.comJul 18, 2022 · 7:10 AM
Consensus Cloud Solutions to Host Q2 Earnings Call on August 9, 2022
LOS ANGELES--(BUSINESS WIRE)--Consensus Cloud Solutions, Inc., (NASDAQ: CCSI), invites the public, members of the press, the financial community and other interested parties to listen to a live audio Webcast of its first investor call at 5:00 p.m. ET on Tuesday, August 9, 2022. Consensus Cloud Solutions’ Chief Executive Officer, Scott Turicchi, Chief Operating Officer, John Nebergall and Chief Financial Officer, Jim Malone will host the call to discuss Q2 2022 financial results, provide an update on the business and host a live Q&A. What: Consensus Cloud Solutions Inc., Investor Call When: Tuesday, August 9, 2022 at 5:00 p.m. ET/ 2:00 p.m. PT Where: https://www.webcaster4.com/Webcast/Page/2779/45767 or dial in at (833) 492-0037 [U.S.] or +1(973) 528-0159 [International] Questions for the conference call will be taken via email at investor@consensus.com and can be sent any time prior to or during the Webcast. If you are unable to attend the live Webcast, the conference call and presentation materials will be archived at www.consensus.com. About Consensus Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital cloud transmission and interoperability solutions. The company leverages its 25-year technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax Corporate™, a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jSign™ for secure digital signatures built on blockchain. For more information about Consensus, visit consensus.com and follow @ConsensusCS on Twitter to learn more.
businesswire.comJul 5, 2022 · 7:02 AM
Consensus Cloud Solutions, Inc. Announces Pricing of Secondary Offering of 2,000,000 Shares Held by Ziff Davis
LOS ANGELES--(BUSINESS WIRE)--Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) (the “Company” or “Consensus”) announced today the pricing of the previously announced underwritten offering of 2,000,000 shares of its common stock currently owned by Ziff Davis, Inc. (“Ziff Davis”), Consensus’s former parent company at a price of $41.00 per share (before underwriting discounts and commissions). Consensus is not selling any shares and will not receive any proceeds from the sale of the shares in the offering and will not receive any proceeds from the debt-for-equity exchange (as described below). Prior to the closing of the offering, Ziff Davis intends to exchange 2,000,000 shares of Consensus common stock for indebtedness of Ziff Davis that will be owned by J.P. Morgan Securities LLC and Citicorp North America, Inc. J.P. Morgan Securities LLC and Citicorp North America, Inc., as the selling stockholders in the offering, intend to sell these shares of Consensus common stock to the underwriters in connection with the public offering. Ziff Davis will also offer to exchange with J.P. Morgan Securities LLC and Citicorp North America, Inc. up to an additional 300,000 shares of Consensus common stock for indebtedness of Ziff Davis that will be owned by J.P. Morgan Securities LLC and Citicorp North America, Inc., and the selling stockholders have granted the underwriters a 30-day option to purchase up to such additional 300,000 shares of common stock of Consensus at the public offering price. The offering is expected to close on June 14, 2022. J.P. Morgan Securities LLC, Evercore Group L.L.C. and Citigroup Global Markets Inc. are acting as joint book-running managers and underwriters for the offering and LionTree Advisors LLC and MUFG Securities Americas Inc. are acting as co-managers and underwriters for the offering. The Company has filed a shelf registration statement (including a prospectus) on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. The registration statement was declared effective on June 9, 2022. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by e-mail at prospectus-eq_fi@jpmchase.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or by e-mail at ecm.prospectus@evercore.com; and Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 800-831-9146. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Consensus Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital cloud transmission and interoperability solutions. The company leverages its 25-year technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax CorporateTM, a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jSignTM for secure digital signatures built on blockchain. Forward‐Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on historical information available at the time the statements are made and are based on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. These risks and uncertainties include, among other items: the Company’s ability to grow fax revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine); and the numerous other factors set forth in the Company’s filings with the SEC. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
businesswire.comJun 9, 2022 · 8:54 PM
Consensus Cloud Solutions, Inc. Announces Secondary Offering of 2,000,000 Shares Held by Ziff Davis
LOS ANGELES--(BUSINESS WIRE)--Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) (the “Company” or “Consensus”) announced today the commencement of an underwritten offering of 2,000,000 shares of its common stock currently owned by Ziff Davis, Inc. (“Ziff Davis”), Consensus’s former parent company. Consensus is not selling any shares and will not receive any proceeds from the sale of the shares in the offering or the debt-for-equity exchange (as described below). Prior to the closing of the offering, Ziff Davis intends to exchange the shares of Consensus common stock to be sold in the offering for indebtedness of Ziff Davis that will be owned by J.P. Morgan Securities LLC and Citicorp North America, Inc. J.P. Morgan Securities LLC and Citicorp North America, Inc., as the selling stockholders in the offering, then intend to sell these shares of Consensus common stock to the underwriters in connection with the public offering. Ziff Davis will also offer to exchange with J.P. Morgan Securities LLC and Citicorp North America, Inc. up to an additional 300,000 shares of Consensus common stock for indebtedness of Ziff Davis that will be owned by J.P. Morgan Securities LLC and Citicorp North America, Inc., and the selling stockholders will grant the underwriters a 30-day option to purchase up to such additional 300,000 shares of common stock of Consensus. J.P. Morgan Securities LLC, Evercore Group L.L.C. and Citigroup Global Markets Inc. are acting as joint book-running managers and underwriters for the offering. The Company has filed a shelf registration statement (including a prospectus) on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates, but such registration statement has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time that the registration statement becomes effective. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by e-mail at prospectus-eq_fi@jpmchase.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or by e-mail at ecm.prospectus@evercore.com; and Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 800-831-9146. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Consensus Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital cloud transmission and interoperability solutions. The company leverages its 25-year technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax CorporateTM, a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jSignTM for secure digital signatures built on blockchain. Forward‐Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on historical information available at the time the statements are made and are based on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. These risks and uncertainties include, among other items: the Company’s ability to grow fax revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine); and the numerous other factors set forth in the Company’s filings with the SEC. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
businesswire.comJun 7, 2022 · 5:31 PM
Consensus Cloud Solutions, Inc. Reports First Quarter 2022 Results
LOS ANGELES--(BUSINESS WIRE)--Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) today reported preliminary financial results for the first quarter 2022. “I am pleased with our team’s performance in delivering record revenue of approximately $91 million while achieving better than forecasted Adjusted EBITDA margins. The revenue growth was led by our corporate business which grew 13% in the quarter. In addition, we launched Consensus Clarity in March and have made great progress in the development of the ECFax solution. Finally, we added to our cash balances during the quarter increasing our liquidity and remaining financially well positioned in the current economic environment,” said Scott Turicchi, CEO of Consensus. FIRST QUARTER 2022 HIGHLIGHTS Q1 2022 GAAP quarterly revenues increased 5.0% to $90.9 million compared to $86.6 million for Q1 2021. Revenues increased by $4.3 million or 5% over the prior comparable three month period, $5.0 million or 5.8% on a Fx neutral basis. Our growth was primarily due to $5.4 million or 13% in our corporate business (inclusive of $0.8 million due to the Summit acquisition); partially offset by a decline of $1.0 million or 2.1% in our small office home office (“SoHo”) business, $0.5 million or 1.1% on a Fx neutral basis over the prior comparable period. GAAP net income decreased to $18.7 million in Q1 2022 compared to $47.4 million for Q1 2021. Income from continuing operations decreased to $18.7 million in Q1 2022 compared to $39.2 million for Q1 2021. The decrease in income from continuing operations over the prior period is primarily related to the interest expense associated with the 2026 and 2028 notes, additional costs as a standalone publicly traded company and increased headcount; partially offset by higher revenues. GAAP earnings per diluted share from continuing operations (1) decreased to $0.93 in Q1 2022 compared to $1.97 for Q1 2021. The decrease in income from continuing operations over the prior period is primarily related to the interest expense associated with the 2026 and 2028 notes, additional costs as a standalone publicly traded company, increased headcount and a higher share count in the current period; partially offset by higher revenues. Adjusted EBITDA (3) for Q1 2022 decreased to $48.6 million compared to Q1 2021 pro forma adjusted EBITDA (5) of $50.5 million. The decrease of $1.9 million is primarily related to planned additional compensation costs for new hires, outside services and additional marketing. Adjusted non-GAAP earnings per diluted share (2)(3) for the quarter decreased to $1.33 compared to pro forma Adjusted non-GAAP earnings per diluted share (2)(3) of $1.40 for Q1 2021 due to the aforementioned planned spending and a higher share count. Consensus ended the quarter with $93.9 million in cash and cash equivalents due to strong operating cash flows generated during the period. Key financial results from continuing operations for Q1 2022 versus Q1 2021 are set forth in the following table. Reconciliations of Adjusted non-GAAP net income, earnings per diluted share, Adjusted EBITDA and Pro Forma results from operations are to their nearest comparable GAAP financial measures accompany this press release. (Unaudited, in thousands except per share amounts) Continuing Operations Pro Forma (4) Q1 2022 Q1 2021 Q1 2021 % Change Revenues $ 90,925 $ 86,620 $ 86,620 5.0 % GAAP net income $ 18,706 $ 39,235 GAAP net income per diluted share (1) $ 0.93 $ 1.97 Adjusted Non-GAAP net income (2) $ 26,631 $ 42,214 $ 27,893 (4.5 ) % Adjusted Non-GAAP income per diluted share (2)(3) $ 1.33 $ 2.12 $ 1.40 (5.0 ) % Adjusted EBITDA (3) $ 48,562 $ 55,379 $ 50,545 (3.9 ) % Adjusted EBITDA margin (3) 53.4 % 63.9 % 58.4 % Non-Consensus assets are classified as discontinued operations in our financial statements for the prior period. Results in this press release represent continuing operations, and where appropriate, results from discontinued operations have been disclosed. REAFFIRMS 2022 GUIDANCE For 2022 full year guidance, the Company estimates revenues between $375 million and $385 million, Adjusted EBITDA between $201 million and $207 million and Adjusted non-GAAP earnings per diluted share of between $5.36 and $5.50, excluding share-based compensation, amortization of acquired intangibles and the impact of unanticipated items, in each case net of tax. The non-GAAP effective tax rate for 2022 is expected to be between 19.5% and 21.5%. Full year guidance is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measures are unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, we are unable to provide a reconciliation of these measures without unreasonable effort. Notes: (1) The estimated GAAP effective tax rates were approximately 27.4% for Q1 2022 and 24.3% for Q1 2021. The estimated pro forma Adjusted non-GAAP effective tax rate was approximately 24.0% for Q1 2021. (2) Adjusted non-GAAP net income and Adjusted non-GAAP earnings per diluted share excludes certain non-GAAP items, as defined in the accompanying reconciliation of GAAP to Adjusted non-GAAP Financial Measures, for the three months ended March 31, 2022 and 2021. Such exclusions totaled $0.40 and $0.15 per diluted share, respectively. Pro forma Adjusted non-GAAP earnings per diluted share excludes certain pro forma items, as defined in footnote (4) below. Such exclusions totaled $0.57 per diluted share for three months ended March 31, 2021. Adjusted non-GAAP net income and Adjusted non-GAAP earnings per diluted share are not meant as a substitute for GAAP, but are presented solely for informational purposes. (3) Adjusted EBITDA is defined as earnings before interest; other income, net; income tax expense; depreciation and amortization; and other items used to reconcile EPS to Adjusted non-GAAP EPS, as defined in the Reconciliation of GAAP to Adjusted non-GAAP Financial Measures. Adjusted EBITDA amounts are not meant as a substitute for GAAP, but is presented solely for informational purposes. (4) The % change is a comparison of Q1 2022 actual results versus Q1 2021 pro forma. Q1 2021 pro forma adjustments represent incremental costs incurred as a standalone public company, incremental interest expense related to the debt of $805 million and the effects of pro forma adjustments at the applicable statutory tax rates. (5) See Net Income to Adjusted EBITDA Reconciliation for the components of pro forma adjusted EBITDA. About Consensus Cloud Solutions Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) started as a secure digital document transmission solution 25 years ago and has grown to be a global leader of digital cloud fax technology. The company leverages its technology heritage to securely transform, enhance, and exchange digital information. The company’s suite of interoperability solutions offers a unified digital environment that optimizes workflows; provides real-time event notifications; on-demand patient query and direct secure messaging. Consensus offers eFax, Consensus Unite, Consensus Signal, jSign and has Consensus Clarity and Harmony in development. For more information about Consensus, please visit www.consensus.com. “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this press release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, including those contained in Scott Turicchi’s quote and the “Business Outlook” portion regarding the Company’s expected fiscal 2022 financial performance and statements regarding the Company’s share buyback program. These forward-looking statements are based on management’s current expectations or beliefs and are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors and uncertainties include, among other items: the Company’s ability to grow fax revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine);and the numerous other factors set forth in Consensus’ filings with the Securities and Exchange Commission (“SEC”). For a more detailed description of the risk factors and uncertainties affecting Consensus, refer to the 2021 Annual Report on Form 10-K filed by Consensus on April 15, 2022 and the other reports filed by Consensus from time-to-time with the SEC, each of which is available at www.sec.gov. The forward-looking statements provided in this press release, including those contained in Scott Turicchi’s quote and in the “Business Outlook” portion regarding the Company’s expected fiscal 2022 financial performance are based on limited information available to the Company at this time, which is subject to change. Although management’s expectations may change after the date of this press release, the Company undertakes no obligation to revise or update these statements. About non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following Adjusted non-GAAP financial measures: Adjusted non-GAAP net income, Adjusted non-GAAP earnings per diluted share, Adjusted EBITDA and free cash flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these Adjusted non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these Adjusted non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these Adjusted non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These Adjusted non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance and liquidity. We believe these Adjusted non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business. For more information on these Adjusted non-GAAP financial measures, please see the appropriate GAAP to Adjusted non-GAAP reconciliation tables included within the attached Exhibit to this Release. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED, IN THOUSANDS) March 31, 2022 December 31, 2021 ASSETS Cash and cash equivalents $ 93,864 $ 66,778 Accounts receivable, net of allowances of $3,988 and $4,743, respectively 28,813 24,829 Prepaid expenses and other current assets 5,397 4,650 Total current assets 128,074 96,257 Property and equipment, net 38,353 33,849 Operating lease right-of-use assets 8,102 7,233 Intangibles, net 53,003 43,549 Goodwill 344,025 339,209 Deferred income taxes 42,484 41,842 Other assets 1,305 873 TOTAL ASSETS $ 615,346 $ 562,812 LIABILITIES AND STOCKHOLDERS’ DEFICIT Accounts payable and accrued expenses $ 56,616 $ 40,206 Income taxes payable, current 10,217 5,227 Deferred revenue, current 28,800 24,370 Operating lease liabilities, current 2,821 2,421 Due to Former Parent 11,653 5,739 Total current liabilities 110,107 77,963 Long-term debt 792,495 792,040 Deferred revenue, non-current 162 184 Operating lease liabilities, non-current 14,523 14,108 Liability for uncertain tax positions 4,795 4,795 Deferred income taxes 6,077 6,027 Other long-term liabilities 1,111 360 TOTAL LIABILITIES 929,270 895,477 Commitments and contingencies Common stock, $0.01 par value. Authorized 120,000,000 at March 31, 2022; total issued and outstanding 19,995,528 and 19,978,580 shares at March 31, 2022 and December 31, 2021, respectively. 200 200 Additional paid-in capital 6,918 2,878 Treasury stock, at cost (19,922 and zero shares at March 31, 2022 and December 31, 2021, respectively). — — Accumulated deficit (302,068 ) (318,886 ) Accumulated other comprehensive loss (18,974 ) (16,857 ) TOTAL STOCKHOLDERS’ DEFICIT (313,924 ) (332,665 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 615,346 $ 562,812 CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (UNAUDITED, IN THOUSANDS) Three Months Ended March 31, 2022 2021 Revenues $ 90,925 $ 86,620 Cost of revenues 15,104 13,970 Gross profit 75,821 72,650 Operating expenses: Sales and marketing 15,830 13,235 Research, development and engineering 2,336 1,676 General and administrative 18,806 6,048 Total operating expenses 36,972 20,959 Income from operations 38,849 51,691 Interest expense (13,274 ) (236 ) Interest income — 9 Other income, net 174 379 Income before income taxes 25,749 51,843 Income tax expense 7,043 12,608 Income from continuing operations 18,706 39,235 Income from discontinued operations — 8,127 Net income $ 18,706 $ 47,362 Net income per common share from continuing operations: Basic $ 0.94 $ 1.97 Diluted $ 0.93 $ 1.97 Net income per common share from discontinued operations: Basic $ — $ 0.41 Diluted $ — $ 0.41 Net income per common share Basic $ 0.94 $ 2.38 Diluted $ 0.93 $ 2.38 Weighted average shares outstanding: Basic 19,921,375 19,902,924 Diluted 20,005,307 19,902,924 CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (UNAUDITED, IN THOUSANDS) Three Months Ended March 31, 2022 2021 (1) Cash flows from operating activities: Net income $ 18,706 $ 47,362 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,706 17,046 Amortization of financing costs and discounts 461 — Non-cash operating lease costs 447 1,955 Share-based compensation 5,213 1,491 Provision for doubtful accounts 2,045 1,607 Deferred income taxes (1,310 ) 190 Lease asset impairments and other charges — 561 Changes in fair value of contingent consideration — 648 (Gain) loss on sale of businesses — (1,979 ) Decrease (increase) in: Accounts receivable (4,585 ) (5,446 ) Prepaid expenses and other current assets (494 ) (2,266 ) Other assets (433 ) 1,280 Increase (decrease) in: Accounts payable and accrued expenses 14,799 (3,722 ) Income taxes payable 4,781 (184 ) Deferred revenue 1,886 2,828 Operating lease liabilities (459 ) (1,869 ) Liability for uncertain tax positions — 1,147 Other long-term liabilities 5,145 (723 ) Net cash provided by operating activities 49,908 59,926 Cash flows from investing activities: Purchases of property and equipment (6,915 ) (7,472 ) Acquisition of businesses, net of cash received (12,855 ) — Proceeds from sale of businesses, net of cash divested — 5,999 Purchases of intangible assets (1,000 ) — Net cash used in investing activities (20,770 ) (1,473 ) Cash flows from financing activities: Debt issuance costs (232 ) — Contribution from (distributions to) Parent — 12,306 Acquired restricted stock (1,173 ) — Deferred payments for acquisitions — (1,583 ) Other — (142 ) Net cash (used in) provided by financing activities (1,405 ) 10,581 Effect of exchange rate changes on cash and cash equivalents (647 ) (562 ) Net change in cash and cash equivalents 27,086 68,472 Cash and cash equivalents at beginning of year 66,778 128,189 Cash and cash equivalents at end of year $ 93,864 $ 196,661 Less cash and cash equivalents at end of year, discontinued operations — 46,986 Cash and cash equivalents at end of year, continuing operations $ 93,864 $ 149,675 (1) The prior period includes cash flows from discontinued operations of the non-Consensus business, accordingly does not lend itself to a quarter-over-quarter analysis. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO ADJUSTED NON-GAAP FINANCIAL MEASURES THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) The following tables sets forth reconciliations regarding certain non-GAAP measures for the three months ended March 31, 2022 and 2021 to the most closely comparable GAAP measure. Three Months Ended March 31, 2022 Per Diluted Share * 2021 Per Diluted Share * Net income $ 18,706 $ 0.93 $ 39,235 $ 1.97 Plus: Share-based compensation (1) 4,738 0.24 300 0.02 Amortization (2) 1,150 0.06 887 0.04 Spin-off related costs (3) 270 0.01 — — Non-income related sales tax (4) 262 0.01 — — Acquisition related integration costs (5) 102 0.01 388 0.02 Accounting fees for tax provision (6) 43 — — — Intra-entity transfer (7) 1,360 0.07 1,257 0.06 Gain on sale of assets (8) — — 147 0.01 Adjusted non-GAAP net income $ 26,631 $ 1.33 $ 42,214 $ 2.12 * The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES RECONCILIATION TO ADJUSTED NON-GAAP FINANCIAL MEASURES THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended March 31, 2022 2021 Cost of revenues $ 15,104 $ 13,970 Plus: Share-based compensation (1) (223 ) (50 ) Amortization (2) — (3 ) Adjusted non-GAAP cost of revenues $ 14,881 $ 13,917 Sales and marketing $ 15,830 $ 13,235 Plus: Share-based compensation (1) (273 ) (95 ) Adjusted non-GAAP sales and marketing $ 15,557 $ 13,140 Research, development and engineering $ 2,336 $ 1,676 Plus: Share-based compensation (1) (356 ) (102 ) Adjusted non-GAAP research, development and engineering $ 1,980 $ 1,574 General and administrative $ 18,806 $ 6,048 Plus: Share-based compensation (1) (4,361 ) (136 ) Amortization (2) (1,532 ) (1,208 ) Spin-off related costs (3) (360 ) — Non-income related sales tax (4) (241 ) — Acquisition related integration costs (5) (136 ) (482 ) Accounting fees for tax provision (6) (57 ) — Adjusted non-GAAP general and administrative $ 12,119 $ 4,222 Interest expense, net $ (13,274 ) $ (236 ) Plus: Non-income related sales tax (4) 108 — Adjusted non-GAAP interest expense, net $ (13,166 ) $ (236 ) Other income, net $ 174 $ 379 Plus: Gain on sale of assets (8) — 200 Adjusted non-GAAP other income, net $ 174 $ 579 Income tax expense $ 7,043 $ 12,608 Plus: Share-based compensation (1) 475 83 Amortization (2) 382 324 Spin-off related costs (3) 90 — Non-income related sales tax (4) 87 — Acquisition related costs (5) 34 94 Accounting fees for tax provision (6) 14 — Intra-entity Transfer of IP (7) (1,360 ) (1,257 ) Gain on Sale of assets (8) — 53 Adjusted non-GAAP income tax expense $ 6,765 $ 11,905 Total adjustments $ (7,925 ) $ (2,979 ) GAAP earnings per diluted share $ 0.93 $ 1.97 Adjustments * $ 0.40 $ 0.15 Adjusted non-GAAP earnings per diluted share $ 1.33 $ 2.12 * The reconciliation of net income per share from GAAP to Adjusted non-GAAP may not foot since each is calculated independently. The Company discloses Adjusted non-GAAP Earnings Per Share (“EPS”) and adjusted non-GAAP net income as supplemental Non-GAAP financial performance measures, as it believes they are useful metrics by which to compare the performance of its business from period to period. The Company also understands that these Adjusted non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Adjusted non-GAAP financial measure provides useful information to investors. Adjusted non-GAAP EPS and Adjusted non-GAAP net income are not in accordance with, or an alternative to, net income per share or net income and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, these Adjusted non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These Adjusted non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. Non-GAAP Financial Measures To supplement its unaudited condensed consolidated financial statements and pro forma condensed consolidated financial statements, each of which are prepared and presented in accordance with US GAAP, the Company uses the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted non-GAAP Net Income and Adjusted non-GAAP Diluted EPS (collectively the “Non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The Company uses these Non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about core operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. (1) Share-based compensation. The Company excludes stock-based compensation because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. The Company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item. (2) Amortization. The Company excludes amortization of patents and acquired intangible assets because it is non-cash in nature and because the Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item. (3) Spin-off related costs. The Company excludes certain expenses associated with the spin-off from Ziff Davis, Inc. The Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers. (4) Non-income related tax. The Company has excluded certain non-income related taxes in connection with the recent spin-off from Ziff Davis, Inc. The Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. (5) Acquisition related integration costs. The Company excludes certain acquisition and related integration costs such as adjustments to contingent consideration, severance, lease terminations, retention bonuses and other acquisition-specific items. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results and comparisons to peers, many of which similarly exclude this item. (6) Accounting fees for tax provision. The Company excludes certain costs associated with the preparation for the tax provision because these costs are expected to be nonrecurring. The Company believes that the Non-GAAP financial measures excluding this item provides meaningful supplemental information regarding the operational performance of the business. (7) Intra-entity transfers. The Company excludes certain effects of intra-entity transfers to the extent the related tax asset or liability in the financial statement is not recovered or settled, respectively during the year. During December 2019, the Company entered into an intra-entity asset transfer that resulted in the recording of a tax benefit and related tax asset representing tax deductible amounts to be realized in future years which is expected to be recovered over a period of up to 20 years and related foreign currency fluctuations. The Company believes that the Non-GAAP financial measures excluding the cumulative future unrealized benefit of the assets transferred and including the tax benefit in the year of realization provides meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results. (8) Gain on sale of assets. The Company excludes the gain on sale of certain of its assets. The Company believes that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In addition, excluding this item from the Non-GAAP measures facilitates comparisons to historical operating results. The Company presents Adjusted non-GAAP Cost of Revenues, Adjusted non-GAAP Research, Development and Engineering, Adjusted non-GAAP Sales and Marketing, Adjusted non-GAAP General and Administrative, Adjusted non-GAAP Interest Expense, net, Adjusted non-GAAP Other Income, net, Adjusted non-GAAP Income Tax Expense, and Adjusted non-GAAP Net Income because the Company believes that these provide useful information about our operating results and enhance the overall understanding of past financial performance and future prospects. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES NET INCOME TO ADJUSTED EBITDA RECONCILIATION THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (UNAUDITED, IN THOUSANDS) The following table sets forth a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. Three Months Ended March 31, 2022 2021 Pro Forma 2021 Net income $ 18,706 $ 39,235 $ 27,893 Plus: Interest expense, net 13,274 236 12,810 Other income, net (174 ) (388 ) (579 ) Income tax expense 7,043 12,608 8,808 Depreciation and amortization 3,707 2,823 1,613 EBITDA: Plus: Share-based compensation 5,213 383 — Spin-off related costs 359 — — Non-income related sales tax 241 — — Acquisition related costs 136 482 — Accounting fees for tax provision 57 — — Adjusted EBITDA $ 48,562 $ 55,379 $ 50,545 Adjusted EBITDA as calculated above represents earnings before interest, depreciation and amortization and the items used to reconcile GAAP to Adjusted non-GAAP financial measures, including (1) share-based compensation; (2) spin-off related costs; (3) non-income related sales tax; (4) acquisition related costs; and (5) accounting fees for tax provision. We disclose Adjusted EBITDA as a supplemental Non-GAAP financial performance measure as we believe it is a useful metric by which to compare the performance of our business from period to period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts, rating agencies and investors in assessing our performance. Accordingly, we believe that the presentation of Adjusted EBITDA provides useful information to investors. Adjusted EBITDA is not in accordance with, or an alternative to, net income, and may be different from Non-GAAP measures used by other companies. In addition, Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles. This Adjusted non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. CONSENSUS CLOUD SOLUTIONS, INC. AND SUBSIDIARIES NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS) Q1 Q2 Q3 Q4 YTD 2022 Net cash provided by operating activities $ 49,908 $ — $ — $ — $ 49,908 Less: Purchases of property and equipment (6,915 ) — — — (6,915 ) Free cash flows $ 42,993 $ — $ — $ — $ 42,993 The Company discloses free cash flows as supplemental Non-GAAP financial performance measure, as it believes it is a useful metric by which to compare the performance of its business from period to period. The Company also understands that this Non-GAAP measure is broadly used by analysts, rating agencies and investors in assessing the Company’s performance. Accordingly, the Company believes that the presentation of this Non-GAAP financial measure provides useful information to investors. Free cash flows is not in accordance with, or an alternative to, Cash Flows from Operating Activities, and may be different from Non-GAAP measures with similar or even identical names used by other companies. In addition, the Non-GAAP measure is not based on any comprehensive set of accounting rules or principles. This Non-GAAP measure has limitations in that it does not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP. Certain Other Pro Forma Financial Information (Unaudited) CONSENSUS CLOUD SOLUTIONS, INC PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (UNAUDITED, IN THOUSANDS) Consensus Pro Forma Adjustments (1) Consensus Pro Forma Revenues $ 86,620 $ — $ 86,620 Cost of revenues 13,970 92 14,062 Gross profit 72,650 (92 ) 72,558 Operating expenses: Sales and marketing 13,235 (95 ) 13,140 Research, development and engineering 1,676 (102 ) 1,574 General and administrative 6,048 2,864 8,912 Total operating expenses 20,959 2,667 23,626 Income from operations 51,691 (2,759 ) 48,932 Interest expense (236 ) (12,574 ) (12,810 ) Interest income 9 (9 ) — Other expense, net 379 200 579 Income before income taxes 51,843 (15,142 ) 36,701 Income tax expense 12,608 (3,800 ) 8,808 Net income $ 39,235 $ (11,342 ) $ 27,893 Net income per common share from continuing operations: Basic $ 1.97 $ (0.57 ) $ 1.40 Diluted $ 1.97 $ (0.57 ) $ 1.40 Weighted average shares outstanding: Basic 19,902,924 Diluted 19,902,924 (1) Pro forma adjustments represents the following: Represents incremental costs to be incurred as a standalone public entity and overhead currently shared from Ziff Davis such as legal, accounting, finance, human resource and payroll, net of tax. Reflects the interest expense related to debt of $805 million principal amount issued by Consensus Cloud Solutions, Inc., on October 7, 2021, in connection with the separation capitalization plan with an interest rate of 6.3% per annum. Reflects the effects of the pro forma adjustments at the applicable statutory income tax rates. The following table sets forth certain pro forma financial and operating information for Consensus for the three months ended March 31, 2022 and 2021 (in millions). Three Months Ended March 31, 2022 2021 Corporate revenue $ 46,519 $ 41,154 Corporate customer accounts 46 47 Corporate ARPA (1) $ 339.94 $ 289.37 Corporate paid adds (2) 4 3 Corporate monthly account churn (3) 2.05 % 1.87 % SoHo revenue $ 44,406 $ 45,374 SoHo customer accounts 1,027 1,068 SoHo ARPA (1) $ 14.41 $ 14.16 SoHo paid adds (2) 100 113 SoHo monthly account churn (3) 3.50 % 3.51 % (1) Represents a monthly ARPA calculated for the quarter calculated as follows. Monthly ARPA on a quarterly basis is calculated using our standard convention of dividing revenue for the quarter by the average of the quarter’s beginning and ending customer base and dividing that amount by 3 months. Consensus believes ARPA provides investors an understanding of the average monthly revenues we recognize per account associated within Consensus’ customer base. As ARPA varies based on fixed subscription fee and variable usage components, Consensus believes it can serve as a measure by which investors can evaluate trends in the types of services, levels of services and the usage levels of those services across Consensus’ customers. (2) Paid Adds represents paying new Consensus customer accounts added during the annual period. (3) Monthly churn is defined as a Consensus paying customer accounts that cancelled its services during the period divided by the average number customers over the period. This measure is calculated monthly and expressed as an average over the applicable period.
businesswire.comMay 16, 2022 · 4:04 PM

Fund Documents

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Jan 30, 2026View
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Jan 23, 2026View
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May 28, 2026View

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Consensus Cloud Solutions to Participate in Wells Fargo Leveraged Finance Conference in September 2022

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Consensus Cloud Solutions, Inc. Announces Pricing of Secondary Offering of 2,000,000 Shares Held by Ziff Davis

Consensus Cloud Solutions, Inc. Announces Secondary Offering of 2,000,000 Shares Held by Ziff Davis

Consensus Cloud Solutions, Inc. Reports First Quarter 2022 Results

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State Street Global Advisors Announces Share Splits for Four SPDR® ETFs

Consensus Cloud Solutions to Participate in Wells Fargo Leveraged Finance Conference in September 2022

Consensus Cloud Solutions, Inc. Reports Second Quarter 2022 Results Reaffirms 2022 Guidance

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Consensus Cloud Solutions, Inc. Announces Pricing of Secondary Offering of 2,000,000 Shares Held by Ziff Davis

Consensus Cloud Solutions, Inc. Announces Secondary Offering of 2,000,000 Shares Held by Ziff Davis

Consensus Cloud Solutions, Inc. Reports First Quarter 2022 Results