Consensus Cloud Solutions Inc.

11/06/2026 | Press release | Distributed by Public on 11/06/2026 05:02

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Information
In addition to historical information, we have also made forward-looking statements in this report. These statements are based on our estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words "expects," "may," "anticipates," "believes," "estimates," "will," "hopes" or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed below, the risk factors discussed in Part II, Item 1A - "Risk Factors" of this Quarterly Report on Form 10-Q (if any) and in Part I, Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A - "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (together, the "Risk Factors"), and the factors discussed in the section in this Quarterly Report on Form 10-Q entitled "Quantitative and Qualitative Disclosures About Market Risk." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents we file from time to time with the SEC.
Some factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, our ability and intention to:
◦Sustain growth or profitability, particularly in light of an uncertain U.S. or worldwide economy, recent global conflicts (including the ongoing conflicts in the Middle East), inflationary pressures, elevated interest rates, new or additional tariffs or other trade restrictions, and the impacts of a U.S. federal government shutdown, and the related impact on customer acquisition and retention rates, customer usage levels and credit and debit card payment declines;
◦Maintain and increase our customer base and average revenue per user;
◦Generate sufficient cash flow to make interest and debt payments, reinvest in our business and pursue desired activities and business plans while satisfying restrictive covenants relating to debt obligations;
◦Acquire businesses on acceptable terms and successfully integrate and realize anticipated synergies from such acquisitions;
◦Continue to expand our Cloud Fax businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues or the implementation of adverse regulations;
◦Maintain our financial position, operating results and cash flows in the event that we incur new or unanticipated costs or tax liabilities, including those relating to federal and state income tax and indirect taxes, such as sales, value-added and telecommunication taxes;
◦Accurately estimate the assumptions underlying our effective worldwide tax rate;
◦Manage risks from our international operations, including risks associated with currency fluctuations and foreign exchange controls and adverse changes in global financial markets;
◦Manage certain risks inherent to our business, such as costs associated with fraudulent activity, system failure or network security breach; effectively maintaining and managing our billing systems; allocating time and resources required to manage our legal proceedings; liability for legal and other claims; or adhering to our internal controls and procedures;
◦Compete with other similar providers with regard to price, service and functionality;
◦Cost-effectively procure, retain and deploy large quantities of fax numbers in desired locations in the United States and abroad;
◦Achieve business and financial objectives in light of burdensome domestic and international telecommunications, internet or other regulations including data privacy, access, security and retention;
◦Successfully manage our growth, including but not limited to, our operational and personnel-related resources, and integration of newly acquired businesses;
◦Successfully adapt to technological changes and diversify services and related revenues at acceptable levels of financial return;
◦Successfully develop and protect our intellectual property, both domestically and internationally, including our brands, patents, trademarks and domain names, and avoid infringing upon the proprietary rights of others;
◦Recruit and retain key personnel; and
◦Maintain favorable relationships with critical third-party vendors whose financial condition will not negatively impact the services they provide.
-24-
In addition, other factors that could cause actual results to differ materially from those anticipated in these forward-looking statements or materially impact our financial results include the risks associated with new accounting pronouncements, as well as those associated with natural disasters, public health crises and other catastrophic events outside of our control.
Overview
Consensus is a leading provider of secure information delivery services. With our most prominent brand eFax® established over twenty-five years ago, Consensus has now evolved the service platform from pure cloud Fax to efficient and secure information exchange featuring solutions for data extraction, comprehension and transformation, facilitating interoperability and process improvement. Consensus is committed to security and compliance in data exchange, and our scalable Software-as-a-Service ("SaaS") platform is particularly attractive to regulated industries like healthcare and healthcare technology, public sector, financial services, law, and education. We offer local phone numbers in 46 countries and/or territories, servicing approximately 710 thousand customers ranging from small businesses to large enterprises and the federal government. Each customer cohort has unique needs and engagement preferences, and our go-to-market and customer service offerings are adapted across this continuum to serve each appropriately. Our top 10 customers represent approximately 12% of total revenues and approximately 71% of our small office/home office ("SoHo") customer accounts are older than 2 years.
Over the past decade, Consensus has increasingly focused on larger commercial customers ("Corporate") and public sector customers. This shift occurred as enterprise data communication moved toward digitization and cloud-based solutions. Sales to these customers are made through e-commerce and direct interaction with a salesperson, and often involve specific pricing, multiple line subscriptions, API connections, and/or commercial grade security. Sales channels include e-commerce, direct sales and sales through or referred by channel and strategic partners.
For purposes of this management's discussion and analysis of the results of operations and financial condition of Consensus ("MD&A") section, we use the terms "the Company", "we", "us" and "our" to refer to Consensus.
-25-
Key Performance Metrics
We use the following metrics to generally assess the operational and financial performance of our business, including the growth of our business, the value provided by customers to our business and our customer retention that provide insights that contribute to certain of our business planning decisions. We believe these 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.
The following table sets forth certain key performance metrics for our operations for the three and nine months ended September 30, 2026 and 2025 (in thousands, except for percentages and Average Revenue per Customer Account):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Revenue
Corporate $ 61,420 $ 56,299 $ 180,598 $ 165,890
SoHo 29,583 31,468 90,233 96,736
Consolidated $ 91,003 $ 87,767 $ 270,831 $ 262,626
Average Revenue per Customer Account ("ARPA") (1)(2)
Corporate $ 301.42 $ 300.16 $ 303.44 $ 301.75
SoHo $ 15.42 $ 15.56 $ 15.67 $ 15.56
Consolidated $ 42.89 $ 39.87 $ 42.64 $ 38.81
Customer Accounts (1)
Corporate 69 63 69 63
SoHo 641 661 641 661
Consolidated 710 724 710 724
Paid Adds (3)
Corporate 9 8 26 21
SoHo 101 51 274 171
Consolidated 110 59 300 192
Monthly Churn % (4)
Corporate 3.87 % 2.73 % 3.35 % 2.65 %
SoHo 4.78 % 3.71 % 4.46 % 3.69 %
Consolidated 4.69 % 3.70 % 4.36 % 3.64 %
(1)Consensus customers are defined as paying Corporate and SoHo customer accounts. In the first quarter of 2026, we removed duplicate accounts from the number of Corporate customer accounts. The prior year period has been revised for consistency with the current year, and all metrics calculated based on the number of customer accounts (including ARPA and Monthly Churn %) are calculated based on the revised number. As a result of these changes, the prior year period Corporate customer accounts decreased by 2 thousand.
(2)Represents a monthly ARPA for the quarter or year-to-date period, calculated as follows: Monthly ARPA on a quarterly basis is calculated using our standard convention of dividing revenue for the quarter by the average of the quarter's beginning and ending customer base and dividing that amount by 3 months. Monthly ARPA on a year-to-date basis is calculated by dividing revenue for the year-to-date period by the average customer base for the applicable period and dividing that amount by the respective period. We believe 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, we believe 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.
(3)Paid Adds represents paying new Consensus customer accounts added during the periods presented.
-26-
(4)Monthly churn represents paid monthly Corporate and SoHo customer accounts that were cancelled during each month of the quarter or year-to-date period, divided by the average number of customers during each month of the same quarter or year-to-date period (including the paid adds). The period measured is the quarter or year-to date period and expressed as a monthly churn rate over the respective period.
Critical Accounting Estimates
In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Our critical accounting policies are described in our 2025 Annual Report on Form 10-K filed with the SEC on February 13, 2026. During the nine months ended September 30, 2026, there were no significant changes in our critical accounting policies and estimates.
Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025
The main strategic focus of our Consensus offerings is to enable our customers to securely and cooperatively access, exchange and use information across organizational, regional and national boundaries. As a result, we expect to continue to take steps to enhance our existing offerings and offer new services to continue to satisfy the evolving needs of our customers.
We expect our business to primarily grow organically and inorganically through the use of capital for re-investment in the business and opportunistic acquisitions that expedite our product roadmap in the interoperability space should they arise.
Revenues
(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2026 2025 2026 2025
Revenues $ 91,003 $ 87,767 4% $ 270,831 $ 262,626 3%
Our revenues primarily consist of revenues from "fixed" customer subscription revenues and "variable" revenues generated from actual usage of our services.
Revenues increased by $3.2 million for the three months ended September 30, 2026 over the prior year comparable period. The increase was due to an increase of $5.1 million or 9% in our Corporate business, partially offset by a decline of $1.9 million or 6% in our SoHo business.
Revenues increased by $8.2 million for the nine months ended September 30, 2026 over the prior year comparable period. The increase was due to an increase of $14.7 million or 9% in our Corporate business, partially offset by a decline of $6.5 million or 7% in our SoHo business.
Cost of Revenues
(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2026 2025 2026 2025
Cost of revenues $19,069 $17,520 9% $54,260 $53,214 2%
As a percent of revenue 21% 20% 20% 20%
Cost of revenues is primarily comprised of costs associated with personnel costs (inclusive of share-based compensation), data transmission, online processing fees, network operations as well as capitalized software amortization and equipment depreciation.
The increase in cost of revenues of $1.5 million for the three months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $0.8 million in depreciation and amortization expense and $0.3 million in each of personnel-related expenses and processing fees.
-27-
The increase in cost of revenues of $1.0 million for the nine months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $0.6 million in processing fees, $0.5 million in personnel-related expenses and $0.4 million in depreciation and amortization expense, partially offset by a decrease of $0.8 million in data transmission costs.
Operating Expenses
Sales and Marketing
(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2026 2025 2026 2025
Sales and marketing $13,094 $13,006 1% $40,413 $38,246 6%
As a percent of revenue 14% 15% 15% 15%
Our sales and marketing costs consist primarily of personnel costs (inclusive of share-based compensation), internet-based advertising and other business development-related expenses. Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click and cost-per-acquisition) advertising relationships with an array of online service providers. Our sales personnel consist of a combination of inside sales and outside sales professionals.
Sales and marketing expenses for the three months ended September 30, 2026 were consistent with the prior year comparable period.
The increase in sales and marketing expenses of $2.2 million for the nine months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $1.7 million in third-party advertising spend and $0.8 million in other business development-related expenses, partially offset by a decrease of $0.2 million in personnel-related expense.
Research, Development and Engineering
(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2026 2025 2026 2025
Research, development and engineering $2,579 $1,950 32% $6,870 $5,406 27%
As a percent of revenue 3% 2% 3% 2%
Our research, development and engineering costs consist primarily of personnel-related expenses (inclusive of share-based compensation).
The increase in research, development and engineering costs of $0.6 million for the three months ended September 30, 2026 over the prior year comparable period was primarily due to an increase in personnel-related expenses.
The increase in research, development and engineering costs of $1.5 million for the nine months ended September 30, 2026 over the prior year comparable period was primarily due to an increase in personnel-related expenses.
General and Administrative
(in thousands, except percentages) Three Months Ended September 30, Percentage Change Nine Months Ended September 30, Percentage Change
2026 2025 2026 2025
General and administrative $20,692 $17,361 19% $59,147 $51,284 15%
As a percent of revenue 23% 20% 22% 20%
Our general and administrative costs consist primarily of personnel-related expenses (inclusive of share-based compensation), professional fees, depreciation and amortization and bad debt expense.
-28-
The increase in general and administrative expenses of $3.3 million for the three months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $1.3 million in personnel-related expenses, $1.1 million in depreciation and amortization expense and $0.7 million in bad debt expense.
The increase in general and administrative expenses of $7.9 million for the nine months ended September 30, 2026 over the prior year comparable period was primarily due to increases of $3.9 million in personnel-related expenses, $2.4 million in depreciation and amortization expense and $1.6 million in bad debt expense.
Share-Based Compensation
The following table represents share-based compensation expense included in cost of revenues and operating expenses in the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025 (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Cost of revenues $ 571 $ 467 $ 1,634 $ 1,454
Operating expenses:
Sales and marketing 1,034 700 2,779 2,116
Research, development and engineering 321 108 777 320
General and administrative 3,805 2,691 10,565 8,547
Total $ 5,731 $ 3,966 $ 15,755 $ 12,437
Non-Operating Income and Expenses
Interest expense. Our interest expense is due to outstanding debt and is offset by any extinguishment gain or losses and capitalized interest. Interest expense was $8.5 million and $8.8 million for the three months ended September 30, 2026 and 2025, respectively, and $24.2 million and $26.5 million for the nine months ended September 30, 2026 and 2025, respectively. During the three and nine months ended September 30, 2026, interest expense decreased, primarily due to redemption and principal repayments that lowered our outstanding debt balance compared to the prior year comparable periods.
Interest income. Our interest income is generated from interest earned on cash and cash equivalents. Interest income was $0.9 million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively, and $2.3 million and $1.7 million for the nine months ended September 30, 2026 and 2025, respectively. Interest income for the three and nine months ended September 30, 2026 was higher compared to the prior year comparable periods primarily due to a higher average cash and cash equivalent balances.
Other income (expense), net. Our other income (expense), net is generated primarily from investment gains or losses, foreign currency and miscellaneous items. Other income (expense), net was $0.3 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively. The change between periods was primarily attributable to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S. Dollar.
Other income (expense), net was $7.7 million and $(3.3) million for the nine months ended September 30, 2026 and 2025, respectively. The change between periods was primarily attributable to a $5.3 million unrealized net gain on our investments, as well as a $5.6 million favorable change due to exchange rate fluctuations on intercompany balances between periods in foreign subsidiaries that were in functional currencies other than the U.S. Dollar.
Income Taxes
Significant judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis. We believe our tax positions, including intercompany transfer pricing policies, are consistent with the tax laws in the jurisdictions in which we conduct our business. Certain of these tax positions have in the past been challenged, and this may have a significant impact on our effective tax rate if our tax reserves are insufficient.
Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations and different tax rates in the various jurisdictions in which we operate. The tax basis of our assets and liabilities reflect our best estimate of the tax benefits
-29-
and costs we expect to realize. When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized.
On July 4, 2025, the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act ("OBBBA"), was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. In addition to the OBBBA rules adopted in 2025, the Company implemented the new provisions effective for 2026 in the first quarter of 2026.
The provision for income taxes was $6.3 million and $7.9 million for the three months ended September 30, 2026 and 2025, respectively, and $22.0 million and $22.4 million for the nine months ended September 30, 2026 and 2025, respectively.
Our effective tax rate was 22.2% and 26.3% for the three months ended September 30, 2026 and 2025, respectively, and 22.9% and 25.9% for the nine months ended September 30, 2026 and 2025, respectively. The decrease in our effective income tax rate for the three months ended September 30, 2026 was primarily due to the impact of the OBBBA changes on international taxes as well as excess tax benefits related to share-based compensation, partially offset by an increase in the officer's compensation limitation. The decrease in our effective income tax rate for the nine months ended September 30, 2026 was primarily due to the impact of the OBBBA changes on international taxes as well as excess tax benefits related to share-based compensation, partially offset by an increase in the officer's compensation limitation.
Liquidity and Capital Resources
Cash and Cash Equivalents
As of September 30, 2026, we had cash and cash equivalents of $106.7 million compared to $74.7 million as of December 31, 2025. The increase in cash and cash equivalents resulted primarily from cash provided by operations, partially offset by cash used for share repurchases and capitalized expenditures. As of September 30, 2026, cash and cash equivalents held within domestic and foreign jurisdictions were $21.9 million and $84.8 million, respectively.
2028 Senior Notes
On October 7, 2021, Consensus issued $500.0 million of 6.5% senior notes due in 2028 (the "2028 Senior Notes"), in a private placement offering exempt from the registration requirements of the Securities Act of 1933. In exchange for the equity interest in the Company, Consensus issued the 2028 Senior Notes to Ziff Davis. Ziff Davis then exchanged the 2028 Senior Notes with lenders under its credit agreement (or their affiliates) in exchange for extinguishment of a similar amount of indebtedness under such credit agreement. The 2028 Senior Notes are presented as long-term debt, net of current portion, which is net of deferred issuance costs, on the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025. The 2028 Senior Notes bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2022.
2026 Credit Agreement
On September 30, 2026, the Company entered into an Amended and Restated Credit Agreement (the "2026 Credit Agreement") with the Lenders, certain new lenders and U.S. Bank National Association, as administrative agent and collateral agent, which amended and restated the 2025 Credit Agreement (as defined in Note 8 - Long-Term Debt). The 2026 Credit Agreement provides for a senior secured revolving credit facility of $225.0 million (the "2026 Revolving Credit Facility") and a senior secured delayed-draw term loan facility of $300.0 million (the "2026 DDTL Facility" and together with the 2026 Revolving Credit Facility, the "2026 Credit Facility"), each maturing on September 30, 2031, subject to limited customary accelerators. The Company may borrow, repay and reborrow revolving loans at any time during the term of the facility. The Company may borrow under the 2026 DDTL Facility until October 15, 2028 and, until the 2028 Senior Notes are repaid in full, may use the proceeds only to repay the 2028 Senior Notes. Borrowings under the 2026 DDTL Facility that are prepaid or repaid may not be reborrowed. Commencing with the first full fiscal quarter ending after the 2026 DDTL Facility is funded, the Company is required to make consecutive quarterly principal payments, each in an amount of 1.25% of the initial aggregate principal amount borrowed on the 2026 DDTL Facility, with the remaining balance due at maturity. The Company currently expects to use the proceeds from the 2026 DDTL Facility for the exclusive purpose of retiring the 2028 Senior Notes on or about October 15, 2027, when they become redeemable at 100% of their principal amount plus accrued interest.
-30-
The interest rates applicable to the loans made under the 2026 Credit Facility are, at the Company's option, equal to either a base rate or the Secured Overnight Financing Rate ("SOFR") plus an applicable margin based on the total net leverage ratio (0.75% - 1.50% in the case of base rate loans and 1.75% - 2.50% in the case of SOFR loans). The Company is also required to pay an unused commitment fee of 0.25% - 0.35% per annum, based on the total net leverage ratio, on the unused commitments under the 2026 Revolving Credit Facility and, beginning January 1, 2027, the 2026 DDTL Facility.
During the third quarter of 2026, as part of the 2026 Credit Agreement, the outstanding balances of the 2025 Revolving Credit Facility and the 2025 DDTL Facility (as defined in Note 8 - Long-Term Debt) were continued as borrowings under the 2026 Revolving Credit Facility, with $96.8 million reallocated to new lenders, resulting in a balance of $203.4 million on the 2026 Revolving Credit Facility as of September 30, 2026. The 2025 Credit Facility was amended and restated as part of this transaction. As of September 30, 2026, the Company had $321.6 million of unused borrowing capacity under the 2026 Credit Facility, consisting of $21.6 million under the 2026 Revolving Credit Facility and $300.0 million under the 2026 DDTL Facility.
Material Cash Requirements
Our long-term contractual obligations generally include our debt and related interest payments, noncancellable operating leases as well as other commitments. As of September 30, 2026, we had $551.6 million in aggregate principal amount of indebtedness outstanding (see Note 8 - Long-Term Debt of the Notes to the Condensed Consolidated Financial Statements) and total minimum lease payments of $11.8 million, which had a weighted average remaining lease term of 4.0 years. As of September 30, 2026, our liability for uncertain tax positions was $16.4 million. Due to uncertainties in the timing of the amounts and timing of cash settlement with the taxing authorities, we are unable to make a reasonably reliable estimate of the timing of payments.
We currently anticipate that our existing cash and cash equivalents and cash generated from operations and financing activities will be sufficient to fund our anticipated needs for working capital, capital expenditures and stock and debt repurchases, if any, for at least the next 12 months and the foreseeable future.
Debt Repurchase Program
On November 9, 2023, the Board of Directors approved a debt repurchase program, pursuant to which Consensus may reduce, through redemptions, open market purchases, tender offers, privately negotiated purchases or other retirements, a combination of the outstanding principal balance of the previously outstanding senior notes that were due in 2026 and 2028 Senior Notes ("2023 Debt Repurchase Program"). The authorization permitted an aggregate principal amount reduction of up to $300.0 million and was set to expire on November 9, 2026. The timing and amounts of purchases were determined by the Company, depending on market conditions and other factors it deems relevant. Any gains or losses on extinguishment of debt are recognized in interest expense on the Condensed Consolidated Statements of Income. As of September 30, 2026, the Company had retired an aggregate of $222.6 million in principal of its senior notes under this program. On November 5, 2026, the Board of Directors terminated the existing 2023 Debt Repurchase Program and approved a new Debt Repurchase Program under the same general terms mentioned above ("2026 Debt Repurchase Program"), but with an expiration date of November 5, 2027 and an authorized amount of up to $348.2 million in aggregate principal to retire the remaining outstanding 2028 Senior Notes.
Common Stock Repurchase Program
In March 2022, the Company's Board of Directors approved a share buyback program, under which the Company was authorized to purchase in the public market or in off-market transactions up to $100.0 million worth of the Company's common stock through February 2025. The Company's Board of Directors authorized and approved a three-year extension of the share repurchase program through February 2028 in February 2025 and an increase in the total authorization to $200.0 million in August 2026. The share buyback program may end before this date if the maximum amount of repurchases has been reached or at the discretion of the Company's Board of Directors. The timing and amounts of purchases are determined by the Company, depending on market conditions and other factors it deems relevant. Shares may be repurchased through open market purchases or privately negotiated transactions, including through Rule 10b5-1 trading plans. During the three months ended September 30, 2026 and 2025, the Company repurchased 550,703 and 115,652 shares, respectively, under this program at an aggregate cost of $20.9 million (inclusive of excise tax of $0.2 million) and $2.6 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company repurchased 1,452,068 and 668,996 shares, respectively, under this program at an aggregate cost of $47.7 million (inclusive of excise tax of $0.4 million) and $15.2 million (inclusive of excise tax of $0.1 million), respectively. Cumulatively as of September 30, 2026, 3,550,878 shares have been repurchased under this program at an
-31-
aggregate cost of $103.2 million (inclusive of excise tax of $0.7 million). The excise tax is assessed at 1% of the fair market value of net stock repurchases after December 31, 2022.
Vested Restricted Stock
At the time of certain vesting events related to restricted stock units that are held by participants in Consensus' Equity Incentive Plan, a portion of the awards subject to vesting are withheld by the Company to satisfy the employees' tax withholding obligations that arise upon the vesting of restricted stock. As a result, the number of shares issued upon vesting for these awards is net of the statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company's condensed consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company's share repurchase program described above. During the three months ended September 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 6,226 shares and 4,370 shares, respectively. During the nine months ended September 30, 2026 and 2025, the Company withheld shares on its vested restricted stock units relating to its share-based compensation plans of 152,753 shares and 55,415 shares, respectively.
Cash Flows
Our primary sources of liquidity are cash flows generated from operations, together with cash and cash equivalents. Net cash provided by operating activities was $124.7 million and $120.9 million for the nine months ended September 30, 2026 and 2025, respectively. Our operating cash flows resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services and employee compensation. The increase in net cash provided by operating activities over the prior year comparable period was primarily attributable to increased income after excluding noncash items, partially offset by changes in our working capital accounts.
Net cash used in investing activities was $26.1 million and $27.3 million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, a business acquisition (see Note 4 - Business Acquisitions), and cash paid for investments. For the nine months ended September 30, 2025, net cash used in investing activities consisted of capital expenditures, primarily capitalized software development costs, and cash paid for investments. The decrease in our net cash used in investing activities over the prior year comparable period was attributable to a decrease in cash paid for investments, partially offset by business acquisition costs in the current year period.
Net cash used in financing activities was $65.1 million and $33.1 million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, net cash used in financing activities is primarily attributable to our repurchases of common stock and repayments of our debt. For the nine months ended September 30, 2025, net cash used in financing activities is primarily attributable to our repurchases of debt and common stock. The increase in net cash used in financing activities over the prior year comparable period was primarily attributable to an increase in repurchases of our common stock, as well as principal repayments on our debt in the current year period, partially offset by cash outflows related to the repurchase of our debt in the prior year period.
Consensus Cloud Solutions Inc. published this content on November 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 06, 2026 at 11:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]