CONSENSUS CLOUD SOLUTIONS, INC. Management report and analysis of the financial situation and operating results. Forward-Looking Information (Form 10-Q)

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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, 2021 (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, inflationary pressures and increasing interest rates, 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 businesses 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 certain risks inherent to our business, such as costs associated with
fraudulent activity, system failure or network security breach; effectively
maintain and manage our billing systems; allocate time and resources required to
manage our legal proceedings; or adhere 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; and
•Recruit and retain key personnel.
•Maintain favorable relationships with critical third-party vendors whose
financial condition will not negatively impact the services they provide; and
•Manage certain risks inherent to our business, such as costs associated with
fraudulent activity, system failure or security breach; effectively maintaining
and managing our billing systems; time and resources required to manage our
legal proceedings; liability for legal and other claims; or adhering to our
internal controls and procedures.

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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, pandemics including the COVID-19 outbreak and other catastrophic
events outside of our control, including as to COVID-19 the scope and duration
of the pandemic, actions taken by governmental authorities in response to the
pandemic, and the direct and indirect impact of the pandemic on our customers,
third parties and us.

Overview

On October 7, 2021, J2 Global, Inc. completed its previously announced plans to
separate into two leading publicly traded companies: one addressing healthcare
interoperability and comprising the Cloud Fax business, which does business as
Consensus Cloud Solutions, Inc. ("Consensus" or "the Company"), and one that
will continue J2 Global's strategy of building a leading internet platform
focused on key verticals, including technology & gaming, shopping, health,
cybersecurity and martech, which does business as Ziff Davis. We refer to the
transactions that resulted in the separation of Consensus and Ziff Davis into
two separate publicly traded companies as the "separation and distribution."

Following the separation and distribution, Consensus is a leading provider of
secure information delivery services with a scalable Software-as-a-Service
("SaaS") platform. Consensus serves more than one million customers of all
sizes, from enterprises to individuals, across over 50 countries and multiple
industry verticals including healthcare, financial services, law and education.
Beginning as an online fax company over two decades ago, Consensus has evolved
into a leading global provider of enterprise secure communication solutions.
Consensus is well positioned to capitalize on advancements in how people and
businesses share private documents and information. Its mission is to
democratize secure information interchange across technologies and industries,
and solve the healthcare interoperability challenge. Consensus's communication
and interoperability solutions enable its customers to securely and
cooperatively access, exchange and use information across organizational,
regional and national boundaries.

The global economy continues to be impacted by macroeconomic uncertainty and
volatility resulting from the COVID-19 pandemic, Russia's invasion of Ukraine,
inflationary pressures, supply chain disruptions and challenges and labor market
pressures. During fiscal year 2021 and through the first half of 2022, we have
observed an increasingly competitive labor market. Increased employee turnover,
changes in the availability of our employees, including as a result of
COVID-19-related absences, and labor shortages generally have resulted in, and
could continue to result in, increased costs, and could adversely impact the
efficiency of our operations. We continue to actively monitor the situation and
will continue to adapt our business operations as necessary.

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. References in
this MD&A section to "Former Parent" or "Former Parent Company" refers to Ziff
Davis, Inc., collectively with its consolidated subsidiaries.



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Key performance indicators

We use the following metrics to evaluate our business, including the growth of
our business, the value provided by customers to our business, and our customer
retention.

The following table outlines certain key operational metrics for Consensus’ continuing operations for the three and six months ended June 30, 2022 and 2021 (in thousands, except for percentages):

                                             Three Months Ended June 30,                     Six Months Ended June 30,
                                              2022                   2021                  2022                      2021
Revenue ($ in thousands)
Corporate                               $      49,140           $    41,961          $     95,658               $    83,115
Small office home office ("SoHo")              44,002                45,790                88,409                    91,164
                                               93,142                87,751               184,067                   174,279
Other Revenues                                     21                    91                    21                       183
Consolidated                            $      93,163           $    87,842          $    184,088               $   174,462
Average Revenue per Customer Account
("ARPA) (1)(2)
Corporate                               $          356.97       $       298.44       $         348.46           $       293.90
SoHo                                                14.46                14.27                  14.43                    14.21
Consolidated                            $           29.28       $     26.19          $          28.76           $     26.02

Customer Accounts (in thousands) (1)
Corporate                                              46                46                        46                    46
SoHo                                                1,002             1,072                     1,002                 1,072
Consolidated                                        1,048             1,118                     1,048                 1,118

Paid Adds (in thousands) (3)
Corporate                                               4                    3                      7                        7
SoHo                                                   96                  110                    196                      223
Consolidated                                          100                  113                    203                      230

Monthly Churn % (4)
Corporate                                        1.88   %              3.14  %               1.96   %                  2.51  %
SoHo                                             3.87   %              3.20  %               3.68   %                  3.36  %
Consolidated                                     3.79   %              3.20  %               3.61   %                  3.32  %


(1)Consensus customers are defined as paying Corporate and SoHo customer
accounts.
(2)Represents a monthly ARPA calculated for the quarter or year 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 an annual basis is calculated by dividing revenue for the year by the
average customer base for the applicable four quarters and dividing that amount
by 12 months. 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
annual period.
(4)Monthly churn is defined as Consensus paying customer accounts that cancelled
its services during the period divided by the average number of customers over
the period. This measure is calculated monthly and expressed as an average over
the applicable period.


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Significant Accounting Policies and 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 2021 Annual
Report on Form 10-K filed with the SEC on April 15, 2022. During the six months
ended June 30, 2022, there were no significant changes in our critical
accounting policies and estimates.

Emerging Growth Company Status

We are an emerging growth company, as defined in Section 3(a) of the Exchange
Act, as amended by the JOBS Act. For as long as we are an emerging growth
company, we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging
growth companies, including, but not limited to, not being required to comply
with the auditor attestation requirements in the assessment of our internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act
of 2002, or the "Sarbanes-Oxley Act," reduced disclosure obligations regarding
executive compensation in our periodic reports, proxy statements and
registration statements and exemptions from the requirement of holding a
nonbinding advisory vote on executive compensation, exemption from new or
revised financial accounting.

Results of operations for the three and six months ended June 30, 2022 and 2021

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 June 30,            Percentage Change              Six Months Ended June 30,              Percentage Change
                                       2022                 2021                                            2022                  2021
Revenues                         $       93,163          $ 87,842                   6%                $      184,088          $ 174,462                   6%


Our revenue is primarily made up of revenue from “fixed” subscription revenue from customers and “variable” revenue generated from the actual use of our services.

Revenues increased by $5.3 million or 6% over the prior comparable three month
period. Our growth was primarily due to an increase of $7.1 million or 17% in
our corporate business (inclusive of $2.6 million due to the Summit
acquisition); partially offset by a decline of $1.8 million or 4% in our SoHo
business.

Revenues increased by $9.6 million or 6% over the prior comparable six month
period. Our growth was primarily due to an increase of $12.5 million or 15% in
our corporate business (inclusive of $3.4 million due to the Summit
acquisition); partially offset by a decline of $2.9 million or 3% in our SoHo
business.


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Revenue cost

(in thousands, except percentages)

                                                  Three Months Ended June 30,               Percentage Change                 Six Months Ended June 30,                Percentage Change
                                                2022                       2021                                            2022                       2021
Cost of revenue                               $15,587                    $14,554                    7%                   $30,692                    $28,524                    8%
As a percent of revenue                         17%                        17%                                             17%                        16%


Revenue cost primarily includes costs associated with data transmission, network operation, customer service, software licenses for resale, online processing fees and amortization of equipment.

The increase in cost of revenues for the three and six months ended June 30,
2022 was primarily due to an increase in network operations and customer service
expenses; partially offset by a decrease in data transmission costs.
Operating Expenses

Sales and Marketing

(in thousands, except percentages)

                                                 Three Months Ended June 30,               Percentage Change                 Six Months Ended June 30,                Percentage Change
                                               2022                       2021                                            2022                       2021
Sales and Marketing                          $16,394                    $13,681                   20%                   $32,224                    $26,916                   20%
As a percent of revenue                        18%                        16%                                             18%                        15%



Our sales and marketing costs consist primarily of internet-based advertising,
personnel costs 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 cost for the three months ended June 30, 2022 was $16.4
million (primarily consisting of $10.3 million of third-party advertising costs
and $5.9 million of personnel costs) compared to the prior period of $13.7
million (primarily consisting of $8.8 million of third-party advertising costs
and $4.8 million of personnel costs). The increase in sales and marketing
expenses for the three months ended June 30, 2022 versus the prior comparable
period was primarily due to increased advertising operations, sales and
advertising and costs associated with the business acquired in the current year.

Sales and marketing cost for the six months ended June 30, 2022 was $32.2
million (primarily consisting of $20.4 million of third-party advertising costs
and $11.5 million of personnel costs) compared to the prior period of $26.9
million (primarily consisting of $17.3 million of third-party advertising costs
and $9.5 million of personnel costs). The increase in sales and marketing
expenses for the six months ended June 30, 2022 versus the prior comparable
period was primarily due to increased advertising operations, sales and
advertising and costs associated with the business acquired in the current year.


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Research, development and engineering

(in thousands, except percentages)

                                         Three Months Ended June 30,              Percentage Change                Six Months Ended June 30,               Percentage Change
                                       2022                      2021                                           2022                      2021
Research, Development and             $2,741                    $1,940                   41%                   $5,077                    $3,616                   40%
Engineering
As a percent of revenue                 3%                        2%                                             3%                        2%


Our research, development and engineering expenses consist mainly of personnel expenses.

The increase in research, development and engineering costs for the three and
six months ended June 30, 2022 versus the prior comparable periods was primarily
due to our continued focus on developing our platform, products and solutions
primarily supporting our corporate revenue growth and incremental costs as a
result of our Summit acquisition.
General and Administrative

(in thousands, except percentages)

                                                   Three Months Ended June 30,               Percentage Change                 Six Months Ended June 30,                Percentage Change
                                                  2022                      2021                                            2022                       2021
General and Administrative                      $17,450                    $5,976                   192%                  $36,256                    $12,025                   202%
As a percent of revenue                           19%                        7%                                             20%                         7%


Our general and administrative expenses primarily include personnel expenses, amortization, stock-based compensation expense, bad debts, professional fees and insurance costs.

The increase in general and administrative expense for the three months ended
June 30, 2022 versus prior comparable period was primarily due to operating as a
standalone public company. The increase in costs was primarily attributable to
$7.6 million in salary and benefits (inclusive of $3.8 million of share-based
compensation) and $2.0 million in professional fees.

The increase in general and administrative expense for the six months ended
June 30, 2022 versus prior comparable period was primarily due to operating as a
standalone public company. The increase in costs was primarily attributable to
$15.6 million in salary and benefits (inclusive of $8.0 million of share-based
compensation), $3.0 million in professional fees, $1.5 million in computer and
related expense and $1.1 million in depreciation and amortization 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 six months ended June 30, 2022 and 2021
(in thousands):

                                             Three Months Ended June 30,                 Six Months Ended June 30,
                                              2022                  2021                  2022                 2021
Cost of revenues                        $          216          $       49          $         439          $       99
Operating expenses:
Sales and marketing                                270                  93                    543                 188
Research, development and engineering              340                  99                    696                 201
General and administrative                       3,955                 140                  8,316                 276
Continuing Operations                            4,781                 381                  9,994                 764
Income from discontinued operations                  -               1,048                      -               2,156
Total                                   $        4,781          $    1,429          $       9,994          $    2,920



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Non-operating income and expenses

Interest expense. Our interest expense is due to outstanding debt. Interest
expense for the three months ended June 30, 2022 and 2021 was $12.4 million and
$0.3 million, respectively. Interest expense for the six months ended June 30,
2022 and 2021 was $25.6 million and $0.5 million, respectively. Interest expense
increased over the prior comparable periods due to three and six months of
interest expense on $805.0 million of debt associated with the 2026 and 2028
senior notes in the current period which was not present in the prior comparable
period.

Other income, net. Our other income, net is generated primarily from
miscellaneous items and gains or losses on currency exchange. Other income, net
for the three months ended June 30, 2022 and 2021 was $1.6 million and $(0.1)
million, respectively. Other income, net for the six months ended June 30, 2022
and 2021 was $1.8 million and $0.3 million, Changes in Other income, net in both
periods were driven by higher foreign exchange gains when compared to the prior
comparable period.

Income Taxes

Our effective tax rate is based on pre-tax income, statutory tax rates, tax
regulations (including those related to transfer pricing) and different tax
rates in the various jurisdictions in which we operate. The tax bases of our
assets and liabilities reflect our best estimate of the tax benefits 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.

Provision for income taxes for the three months ended June 30, 2022 and 2021 was
$7.9 million and $12.5 million, respectively. Provision for income taxes for the
six months ended June 30, 2022 and 2021 was $15.0 million and $25.1 million,
respectively.

The Company's effective tax rate for the three months ended June 30, 2022 and
2021 was 26.3% and 24.3%, respectively. The Company's effective tax rate for the
six months ended June 30, 2022 and 2021 was 26.8% and 24.3%, respectively. The
increase in our effective income tax rate for the three and six months ended
June 30, 2022 was primarily attributable to an increase in tax expense due to
certain expenses not being deductible for tax purposes.

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.

Cash and capital resources

Cash and cash equivalents

At June 30, 2022, we had cash and cash equivalents of $76.3 million compared to
$66.8 million at December 31, 2021. The increase in cash and cash equivalents
resulted primarily from cash provided from operations; partially offset by cash
used in a business and asset acquisition, purchases of property and equipment
(including capitalized labor) and the surrendering of shares to cover employee
income tax related to the release of equity awards. As of June 30, 2022, cash
and cash equivalents held within domestic and foreign jurisdictions were
$35.8 million and $40.5 million, respectively.

On March 4, 2022, the Company entered into a Credit Agreement with certain
lenders from time to time party thereto (collectively, the "Lenders") and MUFG
Union Bank, N.A., as administrative agent, collateral agent and sole lead
arranger for the Lenders (the "Agent"). Pursuant to the Credit Agreement, the
Lenders have provided Consensus with a revolving credit facility of $25 million
(the "Credit Facility") with an option held by the Company to obtain an
additional commitment of up to a maximum of $25.0 million.. The final maturity
of the Credit Facility will occur on March 4, 2027. As of June 30, 2022, no
amount has been drawn down on the Credit Facility.

We currently anticipate that our existing cash and cash equivalents and cash
generated from operations will be sufficient to meet our anticipated needs for
working capital, capital expenditures and stock repurchases, if any, for at
least the next 12 months.


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Common share buyback program

On March 1, 2022, the Company's Board of Directors approved a share buyback
program. Under this program, the Company may purchase in the public market or in
off-market transactions up to $100.0 million worth of the Company's common stock
through February 2025. The timing and amounts of purchases will be determined by
the Company, depending on market conditions and other factors it deems relevant.
The Company entered into Rule 10b-18 and Rule 10b5-1 trading plans and during
the three months ended June 30, 2022, the Company repurchased 189,114 shares
under this program.

At the time of certain vesting events related to restricted stock units or
restricted stock awards that are held by participants in Consensus' Equity
Incentive Plan, a portion of the awards subject to vesting are withheld by the
Company to satisfy the employees' tax withholding obligations that arise upon
the vesting of restricted stock. As a result, the number of shares issued upon
vesting for these awards is net of the statutory withholding requirements that
the Company pays on behalf of its employees. Although shares withheld are not
issued, they are treated as common share repurchases in the Company's condensed
consolidated financial statements, as they reduce the number of shares that
would have been issued upon vesting. These shares do not count against the
authorized capacity under the Company's share repurchase program described
above. During the three and six months ended June 30, 2022 the Company withheld
shares on its vested restricted stock units relating to its share-based
compensation plans of 7,897 and 27,819 shares, respectively.

Cash flow

The prior period includes cash flow from discontinued operations of the non-Consensus business. Therefore, the previous period is not comparable.

Our primary sources of liquidity are cash flows generated from operations,
together with cash and cash equivalents. Net cash provided by operating
activities was $52.2 million and $126.6 million for the six months ended
June 30, 2022 and 2021, 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 decrease in
our net cash provided by operating activities in 2022 compared to 2021 was
attributable to decreased income after considering noncash items; partially
offset by cash inflows from income taxes payable deferred revenue and liability
for uncertain tax positions. Our cash and cash equivalents were $76.3 million
and $66.8 million at June 30, 2022 and December 31, 2021, respectively.

Net cash used in investing activities was $29.1 million and $80.8 million for
the six months ended June 30, 2022 and 2021, respectively. For the six months
ended June 30, 2022 and 2021, net cash used in investing activities was
primarily due to business and asset acquisitions and capital expenditures
associated with the purchase of property and equipment (including capitalized
labor); partially offset by proceeds from the sale of businesses. The decrease
in our net cash used in investing activities in 2022 compared to 2021 was
primarily due to a decrease in cash outlays associated with business
acquisitions and capital expenditures.

Net cash (used in) provided by financing activities was $(8.8) million and $18.8
million for the six months ended June 30, 2022 and 2021, respectively. For the
six months ended June 30, 2022 and 2021, net cash provided by financing
activities was primarily due to contributions from the Former Parent; partially
offset by the repurchase of common stock, deferred payments for acquisitions and
the the surrendering of shares to cover employee income tax related to the
release of equity awards. The change in net cash (used in) provided by financing
activities in 2022 compared to 2021 was primarily attributable to decreased
contributions from the Former Parent, the repurchase of common stock and shares
withheld to cover employee income taxes; partially offset by a decrease in
deferred payments for acquisitions in the current period.

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Contractual obligations and commitments

The following table summarizes our contractual obligations and commitments as of
June 30, 2022:

                                                                             Payment Due by Period (in thousands)
Contractual Obligations             2022              2023              2024              2025               2026            Thereafter             Total
Long-term debt - principal
(a)                              $      -          $      -          $      -          $      -          $ 305,000          $  500,000          $   805,000
Long-term debt - interest
(b)                                25,470            50,800            50,939            50,800             50,800              65,089              293,898
Operating leases (c)                1,366             2,602             2,561             2,389              2,461              10,697               22,076

Telecom services and
co-location facilities (d)            295               271                14                 1                  -                   -                  581
Holdback payment (e)                    -               750               750                 -                  -                   -                1,500

Other (f)                             210                 -                 -                 -                  -                   -                  210
Total                            $ 27,341          $ 54,423          $ 54,264          $ 53,190          $ 358,261          $  575,786          $ 1,123,265


(a)These amounts represent principal on long-term debt.
(b)These amounts represent interest on long-term debt.
(c)These amounts represent undiscounted future minimum rental commitments under
noncancellable operating leases.
(d)These amounts represent service commitments to various telecommunication
providers.
(e)These amounts represent the holdback amounts in connection with certain
business acquisitions.
(f)These amounts represent certain consulting and Board of Directors fee
arrangements.

As of June 30, 2022, our liability for uncertain tax positions was $6.3 million.
The future payments related to uncertain tax positions have not been presented
in the table above due to the uncertainty of the amounts and timing of cash
settlement with the taxing authorities.

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