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Wed Oct 21 · after hours2 signals today106 insider buys this week · $305.5MCIRO short report next: Oct 31The week ahead

CSGP

COSTAR GROUP, INC.
NASDAQ · INDUSTRIALS · SERVICES-BUSINESS SERVICES, NEC
32.90
−0.15 −0.45%
USD · close Oct 21

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How CSGP rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
51%
of sentences unchanged
Added
161
new sentences
Dropped
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Length
+1,098
words, now 16,875

New in FY2025

  • Risk Factors Summary of Risk Factors Risks related to our business • If we are unable to attract and retain new clients, particularly subscribers to our information, analytics, and online marketplace services, our revenue and financial position will be adversely affected. • Failure to develop and introduce new or upgraded information, analytics, and online marketplace services or to shift focus from current services with less demand could decrease our revenue and our profitability. • We operate in a highly competitive and rapidly changing market, and we may not be able to compete successfully against existing or future competitors in attracting advertisers, which could harm our business, results of operations, and financial condition. • Our operating and financial results are subject to fluctuations and market cyclicality, which could negatively affect our stock price. • Global economic uncertainties and downturns or a downturn or consolidation in the real estate industry may decrease customer demand for our services and adversely affect our business and results of operations. • If we are unable to hire qualified people for, or retain and continue to develop our sales force, or if our sales force is unproductive, our revenue could be adversely affected. • Our business depends on retaining and attracting highly capable management and operating personnel. • Our internal and external investments may place downward pressure on our operating margins. • We may not be able to maintain or grow our current revenue and profit levels. • We may be unable to increase awareness of our brands, which could adversely affect our business. • If our websites are not prominently featured in internet search engine results, if internet search engines integrate technologies or adopt ranking methodologies that decrease traffic to our websites, or if we are unable to maintain or increase traffic to our marketplaces, our business and operating results could be adversely affected. • If real estate professionals or other advertisers reduce or cancel their advertising spending with us and we are unable to attract new advertisers, our operating results would be harmed. • If we are unable to successfully identify, finance, integrate, and/or manage costs related to acquisitions, our business operations and financial position could be adversely affected. • Our strategic transactions may be subject to regulatory approvals and may not be completed as contemplated. • We may be unable to realize the benefits of the Matterport Acquisition or the Domain Acquisition. • If third-party suppliers upon which Matterport relies are not able to fulfill its needs, Matterport's ability to timely and cost effectively bring its hardware products to market could be affected. • Cyberattacks and security vulnerabilities could result in serious harm to our reputation, business, and financial condition. • Technical problems or disruptions could damage our reputation and lead to reduced demand for our information, analytics, and online marketplace services, lower revenue and increased costs. • The significant costs associated with building our campus in Richmond, Virginia, have impacted and will continue to impact our financial condition and results of operations. • We may not be able to successfully expand geographically, which may negatively impact our business. • We are subject to a number of risks related to acceptance of credit cards and debit cards and facilitation of other customer payments. • Climate related events and other events beyond our control could harm our business. • Attention to corporate responsibility matters may require us to incur additional costs or otherwise adversely impact our business.
  • Risks related to our data, intellectual property and listings • If we are not able to obtain and maintain accurate, comprehensive, or reliable data, we could experience reduced demand for our services. • If we are unable to enforce or defend our ownership and use of intellectual property, our business, brands, competitive position, and operating results could be harmed. • Use of new and evolving technologies, including AI, could impact our ability to protect our data and intellectual property from misappropriation by third parties. • We may be subject to legal liability for collecting, displaying, or distributing information. • Our services could be less attractive and our revenue may decrease if we fail to obtain or retain listings from third parties. • We may not be able to maintain or establish relationships with third-party listing providers, maintain stable data feeds, or to comply with the rules and compliance requirements of MLSs. • Failure to comply with the terms of the underlying open source software licenses could restrict our ability to deliver our products or services or subject us to litigation or other action s .
  • Risks related to our international operations • We are expanding our operations outside of the United States, which may subject us to increased business, regulatory, and economic risks that could harm our business. • We are exposed to additional business risks from our international operations, including volatility in foreign currency exchange rates.
  • Share repurchases diminish our cash reserves and could also increase the volatility of the trading price of our common stock Risks related to our business We may not be able to attract and retain new clients, which could adversely affect our revenue and financial position.
  • Our success and revenue depend on attracting and retaining subscribers to our information, analytics, and online marketplace services, which generate the largest portion of our revenue.
  • Our renewal rate, net new booking and revenue may not grow, or could decrease, if we cannot attract new customers, continue to keep our cancellation rate low, and continue to sell new services to our existing customers, which may occur as a result of several factors, including, continuing global economic and geopolitical volatility, economic pressures, and the impact of inflation on our costs and on customer spending; the business failure of current clients; customer decisions that they do not need our services or to use alternative services; customers’ and potential customers’ budgetary constraints; consolidation in the real estate and/or financial services industries; data quality; technical problems; competitive pressures; or devaluation of the local currencies of international customers relative to the U.S. dollar which impairs the purchasing power of such customers.
  • We may not be able to successfully develop and introduce new or upgraded online marketplace services, information, and analytics that are attractive to our users and advertisers or successfully combine or shift focus from current services with less demand, which could decrease our revenue and our profitability.
  • To be successful, we must be able to quickly adapt to changes in the industry, as well as rapid technological changes, including AI Technologies, by continually enhancing our information, analytics, and online marketplace services.
  • If these development efforts and marketing campaigns do not increase brand awareness, site traffic, subscriptions for marketplaces services, and/or revenue, the cost of these campaigns could have an adverse effect on our results of operation.
  • If we eliminate or phase out a service and are not able to offer and successfully market and sell an alternative service, our revenue may decrease, which could have an adverse effect on our results of operations.
  • The markets for information systems and services and for online marketplaces in general are highly competitive and rapidly changing in response to changing consumer behavior and new technological advancements.
  • Competitors, or future competitors, may introduce different solutions that attract users away from our services, such as AI-powered platforms that provide access to real estate agents, real estate data, and related content without directing users to our marketplaces, or provide solutions similar to ours that have the advantage of better branding or marketing resources.
  • Our competitors may be able to undertake more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies, make more attractive offers to potential employees, subscribers, advertisers, distribution partners, and content providers, or may be able to respond more quickly to new or emerging technologies, including the integration of generative AI Technologies in response to changing consumer behavior or user requirements.
  • Moreover, rapid advancement of generative AI Technologies may reduce the barrier to entry for new competitors.
  • Increased competition or failure to adapt effectively to technological shifts could result in lower revenue and higher expenses, which would reduce our profitability.
  • Our operating results and revenue are subject to fluctuations, and our quarterly financial results may be subject to market cyclicality, each of which could negatively affect our stock price.
  • If we are unable to adequately respond to economic, seasonal, or cyclical conditions, our revenue, expenses, and operating results may fluctuate from quarter to quarter.
  • Our operating results, revenue, and expenses may fluctuate for many reasons, including those described in this paragraph and below: • Rates of subscriber adoption and retention; • Timing of our annual sales conference or significant marketing events; • Changes in our pricing strategy and timing of changes; • The timing and success of new service introductions and enhancements; • The shift of focus from certain services we offer or the phase out of services that overlap or are redundant with other services we offer; • The amount and timing of our expenses and capital expenditures; • The amount and timing of non-cash stock-based charges; • Acquisition-related costs or impairment charges associated with investments and acquisitions; • Competition; • Changes or consolidation in the real estate industry; • Interest rate fluctuations; • Execution of our expansion and integration plans; • The development of our sales force; • Foreign currency exchange rate fluctuations; • Inflation; and • Changes in client budgets.
  • Fluctuations in our financial results, revenue, and expenses may cause the market price of our common stock to decline.
  • Additionally, tariffs, trade barriers and restrictions, and other acts by governments to protect domestic markets or to retaliate against the trade tariffs and restrictions of other nations could negatively affect our business operations.
  • The real estate market may be adversely impacted by many different factors, including lower than expected job growth or job losses resulting in reduced real estate demand; reduced real estate demand due to continued remote work policies or a period of or rising elevated interest rates, elevated inflation, slowing transaction volumes, and other macroeconomic trends that negatively impact investment returns; excessive speculation in new construction in localized markets resulting in increased vacancy rates and diminished rent growth; unanticipated disasters or global health events; and other adverse events such as decreased growth in the working age population resulting in reduced demand for all types of real estate.
  • A downturn in the real estate market, including as a result of increased interest rates or a decline in leasing activity and absorption rates may affect our ability to generate revenue and may lead to more cancellations by our current or future customers, either of which could cause our revenue or our revenue growth rate to decline and reduce our profitability.
  • Consolidation, or other cost-cutting measures by our customers, may lead to cancellations of our online marketplace services, information, and analytics by our customers, reduce the number of our existing clients, reduce the size of our target market, or increase our clients’ bargaining power, all of which could cause our revenue to decline and reduce our profitability.
  • If cancellations, reductions of services, and failures to pay increase, and we are unable to offset the resulting decrease in revenue by increasing sales to new or existing customers, our revenue may decline or grow at lower rates.
  • If we are unable to hire qualified persons for, or retain and continue to develop our sales force, or if our sales force is unproductive, our revenue could be adversely affected.
  • In order to support revenue and revenue growth, we need to continue to develop, train, and retain our sales force.
  • If we are unable to hire qualified sales personnel and develop and retain our sales force, including sales force management, or if our sales force is unproductive, our revenue or growth rate could decline and our expenses could increase.
  • Our success depends in large part on our ability to retain and attract management and operating personnel, including our Founder and Chief Executive Officer, Andrew Florance, and our other officers, and key employees.
  • If we are unable to successfully execute our investment strategy, we may experience decreases in our revenue, or revenue growth rate, and operating margins.
  • Additionally, we are in varying stages of development in relation to our products and internal business processes involving AI Technologies, and there can be no assurance that our investments in such technologies will achieve the expected benefits.
  • With respect to our products or services that incorporate AI Technologies, the market for such products and services is rapidly evolving and unproven in many industries, including our own, and important assumptions about the characteristics of targeted markets, pricing, sales cycles, cost, performance, and perceived value associated with our services or products may be inaccurate.
  • Our failure to successfully develop and commercialize our products or services involving AI Technologies could harm our ability to expand our business; provide, improve and diversify our product offerings; continue our operations and efficiently manage our operating expenses; and respond effectively to competitive developments, which could adversely affect our business, results of operations, and financial condition.
  • We may be unable to increase awareness of our brands, including CoStar, LoopNet, Matterport, BizBuySell, STR, Apartments.com, Homes.com, Land.com, OnTheMarket, and Domain which could adversely affect our business.
  • Awareness and differentiation of our brands are important for attracting and expanding the number of users of, and subscribers to, our online marketplaces, such as the LoopNet Network, the Apartments.com Network, the Homes.com, OnTheMarket residential marketplaces, the Land.com Network, and Domain.
  • If our websites are not prominently featured in internet search engine results, if internet search engines integrate technologies or adopt ranking methodologies that decrease traffic to our websites, or we are unable to maintain or grow traffic to our marketplaces, our business and operating results could be adversely affected .
  • Our ability to generate revenue from our marketplace business depends, in part, on our ability to attract users to our websites.
  • Google, Bing, DuckDuckGo and other internet search engines drive traffic to our websites, including CoStar.com, the LoopNet Network, the Apartments.com Network, our Homes.com and OnTheMarket residential marketplaces, the Land.com Network, and BizBuySell Network.
  • For example, when a user enters a search query for an apartment building name or address into an internet search engine, the internet search engine’s ranking of our Apartments.com or Homes.com webpages will determine how prominently such webpages are displayed on the search engine results page.
  • In addition, if internet search engines expand their services into digital real estate marketplaces, they could leverage their scale, user base, and technology to compete with our websites.
  • Such competition could reduce traffic to our websites, limit our marketplaces' visibility to customers, and diminish the value of our advertising and subscription products.

and 121 more.

Gone since FY2024

  • Quantitative and Qualitative Disclosures about Market Risk” in this Report.
  • Competition Our business depends on our ability to successfully provide real estate industry professionals and consumers with comprehensive, timely, and standardized information and arm them with the right tools to use, analyze, and transact in the information.
  • The market for real estate-focused online marketplaces, information, and analytics generally is competitive, dynamic, and is constantly evolving as a result of technological advancements, customer preferences, and new products and offerings.
  • As a result of our unique combination of products and services, we find that we compete with a variety of companies that provide online real estate-focused marketplace and internet listing services, publish and distribute information, benchmarks and analytics, and provide marketing, real estate portfolio and lease management and administrative software solutions.
  • Competitive factors may vary across each of our commercial and residential information and marketplace businesses; however, we believe we primarily compete on the basis of: • Quality and depth of the underlying databases; • Quality and quantity of leads and, for multifamily, leases delivered; • Ease of use, flexibility, and functionality of the software; • Intuitiveness and appeal of the user interface; • Timeliness of the data, including listings; • Breadth of geographic coverage and services offered; • Completeness and accuracy of content; • Client service and support; • Perception that the service offered is the industry standard; • Price; • Effectiveness of marketing and sales efforts; • Proprietary nature of methodologies, databases, and technical resources; • Vendor reputation; • Brand awareness and reputation, and satisfaction and loyalty among customers; • Adaptive and advanced technology; and • Capital resources.
  • Many of our competitors, especially with respect to our residential real estate businesses, are incumbent players that may have greater name recognition, and resources.
  • Generally, as markets for real estate-focused online marketplaces, information, and analytics develop, additional competitors (including companies that could have greater access to data, financial, product development, technical, analytic, or marketing resources than we do) may enter a market, and competition may intensify .
  • Proprietary Rights To protect our proprietary rights in our methodologies, database, software, trademarks, and other intellectual property, we depend upon a combination of: • Trade secret, misappropriation, unfair competition, copyright, trademark, computer fraud, database protection, and other laws; • Registration of copyrights and trademarks; • Nondisclosure, and other contractual provisions with employees and consultants; • License agreements with customers; • Patent protection; and • Technical measures.
  • We seek to protect our software’s source code, our database, and our photography as trade secrets and under copyright law.
  • Although copyright registration is not a prerequisite for copyright protection, we have filed for copyright registration for many of our databases, photographs, software, and other materials.
  • Under current U.S. copyright law, the arrangement and selection of data may be protected, but the actual data itself may not be.
  • Certain U.K. database protection laws provide additional protections for our U.K. databases.
  • We license our services under license agreements that grant our clients non-exclusive, non-transferable rights.
  • These agreements restrict the disclosure and use of our information and prohibit the unauthorized reproduction or transfer of any of our proprietary information, methodologies, or analytics.
  • We also attempt to protect our proprietary databases, our trade secrets, and our proprietary information through confidentiality and agreements with our employees and consultants.
  • Our services also include technical measures designed to detect, discourage, and prevent unauthorized access to and/or copying of our intellectual property.
  • We have established an internal antipiracy team that uses fraud-detection technology to continually monitor use of our services to detect and prevent unauthorized access, and we actively prosecute individuals and firms that engage in this unlawful activity.
  • We maintain U.S. and international trademark registrations for CoStar Group’s core service names and proactively file U.S. and international trademark applications covering our new and planned service names.
  • We own U.S. federally registered trademarks for our brands and services including CoStar ® , CoStar Property ® , CoStar COMPS ® , CoStar Lease Analysis ® , LoopNet ® , Showcase.com ® , CityFeet.com ® , Apartments.com ® , Homes.com ®, Land.com ® , and Ten-X ® , among many others.
  • In the U.S., trademarks are generally valid so long as they are in use and are capable of indicating CoStar Group as the source of services.
  • We consider our trademarks in the aggregate to constitute a valuable asset.
  • In addition, we maintain a patent portfolio that protects certain of our systems and methodologies.
  • We currently have seven patents in Canada, which expire in 2033 (1 patent), 2035 (2 patents), and 2036 (4 patents), covering, among other things, certain features of our field research methodologies and user interface features, and 12 patents in the U.S. which expire in 2025 (1 patent), 2032 (2 patents), 2036 (4 patents), 2037 (4 patents), and 2038 (1 patent), covering, among other things, certain features of our field research methodologies and user interface feature.
  • We regard the rights protected by our patents as valuable to our business, but do not believe that our business is materially dependent on any single patent or portfolio of patents as a whole.
  • Governmental Regulation As a public company with global operations, we are subject to various federal, state, local, and foreign laws and regulations.
  • These laws and regulations, which may differ among jurisdictions, include, among others, those related to financial and other disclosures, accounting standards, privacy and data protection, intellectual property, corporate governance, tax, government contracting, trade, antitrust, employment, immigration and travel, and anti-corruption.
  • The costs to comply with these governmental regulations are not material to the understanding of our business.
  • For a further discussion of the risks associated with government regulations that may materially impact us, see “Risk Factors” included in Part I, Item 1A of this report.
  • Human Capital Resources As of January 31, 2025, we employed 6,593 employees.
  • U.S.-based employees represent approximately 88% of the overall employee population, followed by 10% in European, Asia-Pacific, and Latin American countries, and 2% in Canada.
  • None of our employees are represented by a labor union.
  • As is common with many German companies, employees in our German subsidiary, Thomas Daily GmbH, have elected four fellow employees to form a Works Council (Betriebsrat), which represents our employees at the location.
  • The Works Council has certain co-determination rights and rights to receive information from us and engage us in discussions under applicable law.
  • In France, both Business Immo Holdings and ComReal have Works Councils (known as comité social et économique, or CSE) which are employee representative bodies.
  • To assess employee engagement, we partner with a survey vendor to survey employees annually.
  • Insights and results gathered from the survey are shared with our leadership, managers, and employees and inform our human resources program strategy each year.
  • We believe that diverse teams deliver better and more innovative solutions.
  • The diversity of thought that comes from different perspectives and backgrounds allows us to deliver cutting edge research and technology solutions that best serve our customers.
  • We also develop various programming communications and training to help foster an inclusive environment for individuals regardless of background.
  • We provide competitive pay and benefits to attract and retain high-quality talent.

and 107 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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