Consensus Cloud Solutions Inc

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our CEO and CFO concluded that, as of December 31, 2023, our disclosure controls and procedures were effective, at a reasonable assurance level.

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Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Management’s Annual Report on Internal Control Over Financial Reporting

Consensus’ management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for Consensus. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) using the 2013 framework. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on its assessment, management has concluded that Consensus’ internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our internal controls over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche, LLP, an independent registered public accounting firm and their opinion is stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation of Material Weaknesses

As reported in the Company’s form 10-Q for the quarter ended September 30, 2023 and Annual Report on Form 10-K dated March 31, 2023 for the year ended December 31, 2022, we previously identified material weaknesses in our internal control over financial reporting due to design deficiencies involving (i) entity-level controls impacting the control environment and the effective monitoring of controls to prevent or detect material misstatements to the consolidated financial statements (ii) revenue recognition accounting policies and documentation of management review controls over transactions and analysis supporting revenue recognition and the allowance for bad debt (iii) complete and timely preparation and review of technical accounting documentation relating to significant unusual transactions (iv) timeliness of balance sheet account reconciliations and (v.i) User access and segregation of duties related to systems that track employee related costs and (v.ii) evidence of managements review over completeness and accuracy of underlying data used in the operation of certain internal controls that support employee related costs and internally developed software.

Management has completed the execution of its remediation plans and remediated the material weaknesses in internal control over financial reporting that were reported as of December 31, 2022. We began the year ended December 31, 2023 with the appropriate level of resources and technical expertise in accounting, finance, financial reporting and tax departments compared to the year ended December 31, 2022. Our resource levels remained intact throughout the current year. Management deployed additional employee trainings and workshops to strengthen awareness of financial controls and held personnel accountable through frequent and recurring meetings to assess remediation plan status. We expanded the use of Blackline’s Modern Accounting Playbook software, implemented during the fourth quarter of 2022, to bolster our internal controls over balance sheet account reconciliations and the tracking of the financial statement close process. We implemented policies in our revenue processes and increased the depth and precision of our monthly revenue reconciliations. Further, we implemented new management review controls over analysis, schedules and reports that support revenue recognition, bad debt reserve and financial reporting processes to minimize the risk of reporting errors. We expanded the use of our financial reporting team’s SEC expertise to ensure technical accounting memos and related documentation were prepared and reviewed timely with regard to significant unusual transactions, if any. Lastly, we implemented new internal controls to properly address the segregation of duties and select system user access findings previously identified and improved the consistency of our evidence of management review over internally developed software.

We believe the foregoing efforts have effectively remediated the material weaknesses as of December 31, 2023, as the procedures have been implemented for a sufficient period of time and we have completed our testing of the operating effectiveness of the implemented controls and found them to be effective as of December 31, 2023.

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Changes in Internal Control Over Financial Reporting

Other than in respect of the remediation activities described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of our fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.