What the changes say
- Total outstanding debt decreased to $562.2 million, with maturity schedules updated for 2026, 2027, and 2028.
- New risks were added regarding artificial intelligence implementation and domain name regulation.
- Prior risks related to vendor cybersecurity assistance, public company compliance, and Ziff Davis separation were removed.
What changed since the prior 10-K
New
- NewRisks Related To Our Business
We use artificial intelligence in our business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations
Implementing artificial intelligence tools in products and internal systems creates risks of inaccuracy, bias, brand harm, and compliance issues under emerging laws.
- NewRisks Related To Our Business
value of these brands may be diminished, competitors may be able to dilute, harm, or take advantage of our brand recognition and reputation, and our ability to attract customers may be adversely affected
Changes in domain name regulations and international rules could prevent us from securing domain names, harming our brand recognition and customer access.
- NewRisks Related To Regulation Including Taxation
and net income and could materially adversely affect our business, prospects, financial condition, operating results and cash flows
We face potential enforcement actions and private lawsuits under the Telephone Consumer Protection Act if our fax transmission services are used for unsolicited advertisements.
- NewRisks Related To Regulation Including Taxation
Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt
Incurring additional indebtedness could intensify existing debt risks and lead to default or acceleration if we fail to comply with financial covenants.
Dropped
- DroppedRisks Related To Our Business
media), cause a loss of confidence in our products and services, and deter current and potential customers from using our services
- DroppedRisks Related To Regulation Including Taxation
The requirements of being a public company, including developing and maintaining proper and effective disclosure controls and procedures and internal control over financial reporting, may strain our resources and divert management’s attention away from other business concerns
- DroppedRisks Related To the Separation
Potential liabilities may arise due to fraudulent transfer considerations, which would adversely affect our financial condition and results of operations
- DroppedRisks Related To the Separation
As an independent, publicly traded company, we may not enjoy the same benefits that were available to us as a business unit of Ziff Davis
Reworded
- 52% rewrittenRisks Related To Regulation Including Taxation
Our debt obligations could adversely affect our business and our ability to meet our obligations and pay dividends
Total outstanding indebtedness decreased from $598 million to $562.2 million, and maturity dates were updated for 2026, 2027, and 2028.
- 45% rewrittenRisks Related To Regulation Including Taxation
Our services may become subject to burdensome regulation, which could increase our costs or restrict our service offerings
No substantive changes were made to the text regarding information services regulations under the Telecommunications Act.
- 44% rewrittenRisks Related To Our Business
Our growth will depend on our ability to develop, strengthen, and protect our brands, and these efforts may be costly and have varying degrees of success
No substantive changes were made to the text regarding brand development and marketing costs for eFax and Consensus.
- 39% rewrittenRisks Related To Our Business
A system failure, cybersecurity breach or other technological risk could delay or interrupt service to our customers, harm our reputation or subject us to significant liability
No substantive changes were made to the text regarding network interruptions and weather or cyber-attack risks.
- 35% rewrittenRisks Related To Regulation Including Taxation
In certain instances, we may be subject to enhanced privacy obligations based on the type of information we store and process. While we believe we are in compliance with the relevant laws and regulations, we could be subject to enforcement actions, fines, forfeitures and other adverse actions
No substantive changes were made to the text regarding compliance with the CAN-SPAM Act, GDPR, and other privacy laws.
- 24% rewrittenRisks Related To Our Business
We intend to continue to develop new products and services and enhance existing products and services through acquisitions of and investments in other companies, technologies and personnel
No substantive changes were made to the text regarding risks associated with product development through acquisitions and investments.
Was: We intend to continue to develop new products and services and enhance existing products and services through acquisitions of other companies, technologies and personnel
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Related To Our Business
- 01Our fax services constitute substantially all of our revenue and operating income
- 02Developments in the healthcare industry could adversely affect our business
- 03The market for our products and services is relatively new and rapidly evolving. If the market does not develop further, develops more slowly, or in a way that we do not expect, our business will be adversely affected
- 04There are particular challenges in addressing the market for healthcare interoperability solutions. If we do not successfully address these challenges, our business will be adversely affected
- 05Our industry is undergoing rapid technological changes, and we may not be able to keep up. If our products and services do not gain market acceptance, our operating results may be negatively affected
- 06We use artificial intelligence in our business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operationsNew
- 07We intend to continue to develop new products and services and enhance existing products and services through acquisitions of and investments in other companies, technologies and personnel24% rewritten
- 08Pandemics or global health crises, and related governmental responses could negatively affect our business, operations and financial performance
- 09Our business could suffer if providers of broadband Internet access services block, impair or degrade our services
- 10Our business is dependent on a small number of telecommunications carriers in each region and our inability to maintain agreements at attractive rates with such carriers may negatively impact our business
- 11Our business could suffer if we cannot obtain or retain numbers, are prohibited from obtaining local numbers or are limited to distributing local numbers to only certain customers
- 12The successful operation of our business depends upon the supply of critical business elements from other companies
- 13We may be subject to increased rates for the telecommunications services we purchase from regulated carriers which could require us to either raise the retail prices of our offerings and lose customers or reduce our profit margins
- 14Increased cost of email transmissions could have a material adverse effect on our business
- 15Our sales cycle with enterprise and commercial customers can be long and unpredictable, and our sales efforts require considerable time and expense
- 16A system failure, cybersecurity breach or other technological risk could delay or interrupt service to our customers, harm our reputation or subject us to significant liability39% rewritten
- 17If our products and services fail to perform properly and if we fail to develop enhancements to resolve any defect or other problems, we could lose customers or become subject to service performance or warranty claims, and our market share could decline
- 18The markets in which we operate are highly competitive, and our competitors may have greater resources to commit to growth, superior technologies, cheaper pricing or more effective marketing strategies. Also, we face significant competition for users, developers and distributors
- 19Our growth will depend on our ability to develop, strengthen, and protect our brands, and these efforts may be costly and have varying degrees of success44% rewritten
- 20value of these brands may be diminished, competitors may be able to dilute, harm, or take advantage of our brand recognition and reputation, and our ability to attract customers may be adversely affectedNew
- 21Inadequate intellectual property protections could prevent us from defending our proprietary technology and intellectual property
- 22We may be found to have infringed the intellectual property rights of others, which could expose us to substantial damages or restrict our operations
- 23We may be subject to risks from international operations
- 24We may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could divert significant operational resources and our management’s time and attention
- 25Our business is highly dependent on our billing systems
- 26Increased numbers of credit and debit card declines in our business could lead to a decrease in our revenues or rate of revenue growth
- 27If our business experiences excessive fraudulent activity or cannot meet evolving credit card company merchant standards, we could incur substantial costs and lose the right to accept credit cards for payment and our customer base could decrease significantly
- 28Our success depends on our retention of our executive officers, senior management and our ability to hire and retain key personnel
- 29Political instability and volatility in the economy may adversely affect segments of our customers, which may result in decreased usage and advertising levels, customer acquisition and customer retention rates and, in turn, could lead to a decrease in our revenues or rate of revenue growth
Risks Related To Regulation Including Taxation
- 30Changes in regulations relating to health information communication protocols could affect our business
- 31We face potential liability related to the privacy and security of health-related information we collect from, or on behalf of, our consumers and customers
- 32Our services may become subject to burdensome regulation, which could increase our costs or restrict our service offerings45% rewritten
- 33and net income and could materially adversely affect our business, prospects, financial condition, operating results and cash flowsNew
- 34Changes in our tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results
- 35Taxing authorities may successfully assert that we should have collected, or in the future should collect sales and use, telecommunications or similar taxes, and we could be subject to liability with respect to past or future tax, which could adversely affect our operating results
- 36We are subject to a variety of new and existing laws and regulations which could subject us to claims, judgments, monetary liabilities and other remedies, and to limitations on our business practices
- 37In certain instances, we may be subject to enhanced privacy obligations based on the type of information we store and process. While we believe we are in compliance with the relevant laws and regulations, we could be subject to enforcement actions, fines, forfeitures and other adverse actions35% rewritten
- 38Our debt obligations could adversely affect our business and our ability to meet our obligations and pay dividends52% rewritten
- 39Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debtNew
- 40We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
Risks Related To Our Stock
- 41The trading market for our common stock has existed for a relatively short time since the distribution. Our stock price may fluctuate significantly
- 42We do not intend to pay dividends on our common stock
- 43Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of Consensus, which could decrease the trading price of our common stock
- 44These provisions may prevent or discourage attempts to remove and replace incumbent directors. In addition, these limitations may adversely affect the prevailing market price and market for our common stock if they are viewed as limiting the liquidity of our stock or discouraging takeover attempts in the future
- 45If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline
Risks Related To the Separation
- 46We and Ziff Davis continue to have some obligations under transaction agreements that were executed as part of the separation
Other Consensus Cloud Solutions 10-Ks
- FY2024 10-K risk factors46 risks
Cloud fax services generate substantially all revenue, creating high concentration risk. Growth depends on expanding healthcare interoperability and secure data exchange solutions. Operations rely heavily on third-party telecommunications carriers and data center hosting.
Filed Feb 20, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.