4 unchanged sentences
In assessing these risks, you should also refer to the other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
The risks included in this section are not the only ones we face.
14 unchanged sentences
If a significant number of recurring revenue customers seek to terminate their relationship with us, our business, results of operations and financial condition would be adversely affected in a short period of time.
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2024
Economic weakness and uncertainty could adversely affect our revenue, lengthen our sales cycles, and make it more difficult for us to forecast operating results accurately.
7 unchanged sentences
Delays or reductions in technology spending could have a material adverse effect on demand for our products, and consequently our results of operations and prospects.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
Our continued growth could significantly strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to implement our business plan successfully.
5 unchanged sentences
If we fail to successfully manage our growth, we will be unable to execute our business plan as expected.
−Removed: If we fail to attract, retain, and train members of our senior management team and other key personnel, or if we are not able to successfully manage the transition of our Chief Executive Officer or our President and Chief Operating Officer, our business could be adversely affected.
+Added: If we fail to attract, retain, and train members of our senior management team and other key personnel, our business could be adversely affected.
Given the complex nature of the cloud-based technology through which our business operates and the speed with which such technology advances, our future success is dependent, in large part, upon our ability to attract, retain, and train highly qualified key executive, managerial, technology, and sales personnel.
1 unchanged sentence
Additionally, the loss of any key, or a significant number of, personnel in our technology, customer success, or sales teams might significantly delay or prevent the achievement of our business objectives and could materially harm our business, customer relationships, results of operations and financial condition.
−Removed: Further, our former Chief Executive Officer, Archie Black, retired as Chief Executive Officer effective October 2, 2023, and the board of directors appointed his successor, Chad Collins, as of that date.
−Removed: We also announced the planned retirement of our President and Chief Operating Officer, James Frome, effective December 31, 2024.
+Added: Further, we announced the retirement of our President and Chief Operating Officer, James Frome, effective December 31, 2024.
Leadership transitions and management changes involve inherent risks, can be difficult to manage, and may cause uncertainty or a disruption, which could adversely affect our business.
If the market for cloud-based supply chain management products declines or does not maintain its historical growth rates, our revenues may decline or fail to grow, and we may incur operating losses.
−Removed: We derive, and expect to continue to derive, substantially all of our revenues from providing cloud-based supply chain management products to retailers, grocers, distributors, suppliers, and logistics firms.
+Added: We derive, and expect to continue to derive, substantially all of our revenues from providing cloud-based supply chain management products to retailers, grocers, distributors, suppliers, manufacturers, and logistics firms.
The market for these products has historically experienced growth, but it is uncertain whether these products will continue or sustain growing levels of demand and market acceptance.
4 unchanged sentences
• our ability to maintain continuity of service for all users of our cloud-based products;
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2024
• the price, performance, and availability of competing products, both new and existing;
1 unchanged sentence
If customers do not perceive the benefits of our cloud-based supply chain management products, or if customers are unwilling to accept our cloud-based products as an alternative to the on-premise software or other options approach, demand for our products may not continue to grow or may grow more slowly than we expect, either of which would adversely affect our revenues, growth prospects, and overall operating results.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
The markets in which we participate are highly competitive, and our failure to compete successfully would make it difficult for us to add and retain customers and would reduce or impede the growth of our business.
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• failing to maintain uniform standards, controls, and policies;
−Removed: • impairing relationships with employees and customers as a result of changes in management.
SPS COMMERCE, INC.
Form 10-K for the Annual Period ended December 31, 2024
+Added: • impairing relationships with employees and customers as a result of changes in management.
Fully integrating an acquired company or business into our operations may take a significant amount of time and resources.
In addition, we may only be able to conduct limited due diligence on an acquired company’s operations.
−Removed: Following an acquisition, we may be subject to liabilities arising from an acquired company’s past or present operations, including liabilities related to data security, encryption and privacy of customer data, and these liabilities may be greater than the warranty and indemnity limitations that we negotiate.
+Added: Following an acquisition, we may be subject to liabilities arising from an acquired company’s past or present operations, including liabilities related to data security, encryption and privacy of customer data, and these liabilities may be greater than the warranty and indemnity limitations that we negotiate, or the coverage we secure under representation and warranty insurance.
We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions.
7 unchanged sentences
• misjudging the markets and competitive landscape of foreign jurisdictions;
−Removed: • fluctuations in currency exchange rates;
• longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
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Those potentially disruptive environments are out of our control and we cannot predict the outcome of future developments or reactions to such developments by the U.S., European, Asian, Oceanic, United Nations or other international authorities and organizations.
+Added: We may face exposure to fluctuations in foreign currency exchange rates, which could affect our financial condition and results of operations.
+Added: While we transact in U.S.
+Added: dollars with the majority of our customers, vendors, and employees, and expect to continue in the future, we also transact in currencies other than the U.S.
+Added: dollar due to our international operations.
+Added: As a result, our consolidated U.S.
+Added: dollar financial statements are subject to fluctuations due to changes in exchange rates.
+Added: Accordingly, declines in the value of foreign currencies relative to the U.S.
+Added: dollar adversely affect our financial condition and results of operations.
+Added: Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.
Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies could reduce our ability to compete successfully and adversely affect our results of operations.
9 unchanged sentences
Our inability to do any of the foregoing could reduce our ability to compete successfully and adversely affect our results of operations.
−Removed: The extent to which public health emergencies such as epidemics, pandemics, or similar outbreaks may adversely impact our business, results of operations and financial condition will depend on on-going and future developments and outcomes, which are highly uncertain and cannot be predicted.
−Removed: Our business operations and financial results may be adversely impacted by public health emergencies, such as epidemics, pandemics, and similar outbreaks.
−Removed: Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain its spread and mitigate its public health effects.
−Removed: Public health emergencies could have adverse impacts on our business operations by limiting our employees' ability to work and travel, disrupting our third-party technology providers, or causing internal operational workflow to change, among other potentially unforeseen circumstances given the uncertainties related to public health emergencies.
−Removed: Additionally, public health emergencies may cause significant disruptions and changes in the economic or political conditions in markets in which we operate.
−Removed: This may cause significant volatility in demand for our services due to, among other adverse impacts, disruption and downturns in our customers’ businesses and related supply chains, an acceleration of existing customer bankruptcies, or our customers’ inability to pay for our services when due or in full.
−Removed: Although certain customers may have a reduced demand for our services, we also may see increased demand by certain customer segments, potentially offsetting reduced demand.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
Products and Service Offerings
3 unchanged sentences
If new or enhanced products fail to garner expected customer demand in a timely manner or at all, we may fail to generate sufficient revenues, operating margin, or other value to justify our investments and our business may be adversely affected.
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2024
Our business is dependent on our ability to maintain and scale our technical infrastructure, and any failure to effectively maintain or scale such infrastructure could damage our reputation, result in a potential loss of revenue, and adversely affect our financial results.
29 unchanged sentences
We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data centers or infrastructure we use or rely on, including the additional expense of transitioning to substitute facilities or service providers.
−Removed: A failure to protect the integrity and security of our customers’ information and prevent cyber-attacks could materially damage our reputation, expose us to claims and litigation, and lead to service disruptions and harm our business.
+Added: A failure to protect the confidentiality and integrity of our customers’ information and prevent cyber-attacks could materially damage our reputation, expose us to claims and litigation, and lead to service disruptions and harm our business.
Additionally, the growing costs to avoid or reduce the risks of such a failure could adversely affect our results of operations.
−Removed: As demonstrated by the frequency and sophistication of material and high-profile data security breaches within the retail industry;
−Removed: computer malware, viruses, computer hacking, phishing attacks, spamming, ransomware, and other cyber threats have become more prevalent in our industry.
−Removed: Given the interconnected nature of the retail supply chain, our significant presence in the retail industry, and the occurrence of cyber-attacks on our system in the past, we believe that we are a target for such attacks.
+Added: As demonstrated by the frequency and sophistication of material and high-profile data security breaches across industries, computer malware, viruses, phishing, spam, ransomware, and other cyber threats continue to pose a pervasive issue for business.
+Added: Given the interconnected and technology-dependent nature of the retail supply chain, our significant presence and impact in the retail industry, and past cyber events affecting our systems, it's reasonable to believe that we are a target for such attacks.
Our business involves the collection and use of confidential information of our customers and their trading partners which sometimes requires our direct access to our customers’ information systems.
4 unchanged sentences
Any failure to maintain performance, reliability, security and availability of our cloud-based products to the satisfaction of our customers, or any unauthorized access to our customers’ information or systems may cause service disruptions, harm our reputation, impair our ability to retain existing customers and attract new customers and expose us to legal claims or government action, each of which could have a material adverse impact on our financial condition, results of operations and growth prospects.
−Removed: Although we are allocating more resources to address cyber threats and safeguard our products and services, including insurance in the event of a breach, we cannot assure you that these efforts to protect this confidential information and prevent unauthorized access to such information systems will be successful, and the growing costs related to these efforts could adversely affect our results of operations.
+Added: Although we are allocating more resources to address cyber threats and safeguard our products and services, including cyber insurance, we cannot assure you that these efforts to protect this confidential information and prevent unauthorized access to such information systems will be successful, and the growing costs related to these efforts could adversely affect our results of operations.
In addition, because of the critical nature of information security and system access, any actual or perceived failure of our security measures could cause existing or potential customers not to use our products and harm our reputation.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
Businesses in the retail industry have experienced material sales declines after discovering data security breaches, and our business could be similarly impacted in the event of a breach or other cyber incident.
Furthermore, many U.S.
−Removed: states and international jurisdictions have enacted laws requiring companies to notify consumers of data security breaches involving their personal data.
−Removed: Additionally, the SEC recently issued final rules related to cybersecurity risk management and incident disclosure, which may further increase our required disclosures and cost of compliance in such events.
−Removed: These mandatory disclosures regarding a data security breach or other cyber incident often lead to widespread negative publicity, which may cause our customers to lose confidence in our products and the effectiveness of our data security measures.
+Added: states and international jurisdictions have enacted laws requiring companies to notify consumers of data security breaches involving their personal data and to increase transparency related to cybersecurity risk management and incident disclosure, all of which may further increase our costs of compliance.
+Added: These mandatory disclosures regarding a data security breach or other cyber incident often lead to widespread negative publicity, which may cause our customers to lose confidence in our products and the effectiveness of our cybersecurity measures.
If we fail to comply with these laws and regulations, we could be subject to enforcement action or litigation, which could harm our business.
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2024
We may experience service failures or interruptions due to defects in the hardware, software, infrastructure, third-party components or processes that comprise our existing or new products, any of which could adversely affect our business.
17 unchanged sentences
If an author or third-party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our services that contained the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
−Removed: While we monitor the use of open source software in our products, processes and technology and work to ensure that open source software is not used in such a way as to require us to disclose the source code to the related product or products, such use could inadvertently occur.
+Added: While we have established standards for the use of open source software in our products, processes and technology to ensure that open source software is not used in such a way as to require us to disclose the source code to the related product or products, such use could inadvertently occur.
Additionally, if a third-party software provider has incorporated certain types of open source software into software we license from such third-party for our products, we could, under certain circumstances, be required to disclose the source code to our products.
This could harm our intellectual property position and have a material adverse effect on our business, results of operations and financial condition.
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2024
If we fail to protect our intellectual property and proprietary rights adequately, our business could suffer material adverse effects.
26 unchanged sentences
Privacy concerns and laws, evolving regulation of the internet and cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our products and adversely affect our business.
−Removed: Regulation related to the provision of services on the internet is increasing, as federal, state, and foreign governments continue to adopt new laws and regulations addressing eCommerce generally, data privacy and the collection, processing, storage and use of personal information, including but not limited to the European Union's General Data Protection Regulation.
+Added: Regulation related to the provision of services on the internet is increasing, as federal, state, and foreign governments continue to adopt new laws and regulations addressing eCommerce generally, data privacy and the collection, processing, storage and use of personal information, including but not limited to the European Union's General Data Protection Regulation ("GDPR").
We are particularly sensitive to these risks because the internet and the collection, processing, storage, and use of personal information are critical components of our cloud-based business model.
62 unchanged sentences
In particular, we are required to perform annual system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.
−Removed: Furthermore, implementing any appropriate future changes to our internal control over financial reporting may entail substantial costs in order to modify our existing accounting systems, may take a significant period of time to complete and may distract our officers, directors, and employees from the operation of our business.
+Added: Furthermore, implementing any appropriate future changes to our internal control over financial reporting, including internal controls related to acquisitions and organic business growth, may entail substantial costs in order to modify our existing accounting systems, may take a significant period of time to complete and may distract our officers, directors, and employees from the operation of our business.
If we are not able to comply with the requirements of Section 404 in the future, or if material weaknesses are identified, our business could be harmed and investor confidence in our financial reporting diminished.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.