Correspondence 0001315098-23-000077 from Roblox Corp (RBLX) (CIK 0001315098) (RBLX)
Roblox Corp (RBLX) (CIK 0001315098)
Date: May 9, 2023 · CIK: 0001315098 · Accession: 0001315098-23-000077
AI Filing Summary & Sentiment
File numbers found in text: 001-39763
Referenced dates: April 21, 2023
Letter
Via EDGAR Division of Corporation Finance – Office of Technology Washington, D.C. 20549 Attention: Melissa Kindelan Kathleen Collins Re: Roblox Corporation Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 28, 2023 File No. 001-39763
Dear Melissa Kindelan and Kathleen Collins:
We submit this letter in response to the comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter to Roblox Corporation (the “Company”) dated April 21, 2023, relating to the above referenced Form 10-K for the Fiscal Year Ended December 31, 2022, filed on February 28, 2023 (the “Form 10-K”).
In this letter, the comments from the Staff are recited in italicized, bold type and our responses follow each comment. Defined terms used in this letter but not otherwise defined have the meaning given to them in the Form 10-K. References to “we”, “our”, or “us” mean the Company.
Form 10-K for the Fiscal Year Ended December 31, 2022
Business
Our Users, page 8
1. We note that you refer to the number of daily unique paying users only once in your results of operations discussion, however, you no longer discuss this metric here or elsewhere throughout the filing. Considering your DAUs were 56 million for fiscal 2022 and your daily unique paying users were only 725,000 for the same period, please revise your disclosures throughout to also include the number of daily unique paying users add context to your discussions of daily active users. Also, tell us your consideration to supplement your discussion of ABPDAU with a measure of average booking per paying users, particularly considering your revenues are generated from a small percentage of your users.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we will disclose daily unique paying users along with average bookings per daily unique paying user in the Business section of our Annual Report on Form 10-K beginning with our Annual Report on Form 10-K for the year ending December 31, 2023.
Below is a proposal of our revised disclosures (based on the existing disclosures in our Annual Report on Form 10-K for the year ended December 31, 2022; revisions/additions are underlined):
Our Users
In the year ended December 31, 2022, 56.0 million average DAUs across over 180 countries enjoyed experiences on Roblox across mobile, desktop and console platforms, of which on average, 725,000 were daily unique paying users. Our users are diversified across multiple dimensions, including age, geography, platform, and gender. Each day users express themselves through their avatars, explore different worlds, and engage with others in the Roblox community. In the year ended December 31, 2022, there were over 2,400 experiences that generated at least 1 million hours of engagement and over 450 experiences that generated 10 million hours of engagement or more. During the year ended December 31, 2022, users spent 49.3 billion hours engaged on our Platform, or an average of 2.4 hours per DAU each day. Over the same period, our users explored an average of over 19 different experiences on the Roblox Platform per month.
Business Model
When users sign up for Roblox, they can create an avatar and explore the vast majority of our experiences for free, although the business model for any given experience is ultimately up to its developer. Most free experiences allow users to spend Robux by purchasing experience-specific enhancements. Users can also use Robux to obtain items such as clothing, accessories and emotes, from our Avatar Marketplace. Roblox retains a portion of every Robux transaction and distributes the rest to developers and creators. Robux can only be purchased from us at a price set by us, and can only be spent within our Platform. Other than daily and monthly limitations to prevent fraud, there is no cap on the number of Robux that any user or users in the aggregate can purchase. Robux have no monetary or intrinsic value outside of our Platform and can only be converted to real-world currency through our Developer Exchange Program. We are aware that some users seek to use unauthorized third-party websites to exchange Robux for real-world currency which is not permitted under our terms of use. We regularly monitor and screen usage of our Platform with the aim of identifying and preventing these
activities, as well as regularly send cease-and desist letters to operators of third-party websites offering fraudulent Robux or digital goods offers.
Consistent with our free to play business model, a small portion of our users have historically been payers. For example, in the year ended December 31, 2022, of our 56.0 million average DAUs, only 725,000 represented our average daily unique paying users. Similarly, in the year ended December 31, 2022, our average daily bookings per DAU was $0.14, whereas our average daily bookings per daily unique paying user was $10.85. We believe that maintaining and growing our overall number of users, including the number of users who may not purchase and spend Robux, is important to the success of our business. As a result, we believe that the number of users who choose to purchase and spend Robux will continue to constitute a small portion of our overall users.
Our Developers and Creators, page 9
2. We note that you no longer quantify the minimum amount of Robux required to be earned to qualify for the Developer Exchange Program. Given this is one of the criteria which impacts when such amounts are recorded in the financial statements, please tell us why you believe it is no longer necessary to disclose this information, or revise. Further, if such amount has changed from period to period, disclose why and how such decision is made. In your response, please tell us Earned Robux qualification amounts throughout each period presented.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that on January 31, 2022, we reduced the minimum amount of Robux required to be earned to qualify for the program that allows developers and creators to exchange their earned Robux for real money (the “Developer Exchange Program”) from 100,000 Robux to 50,000 Robux. On January 31, 2023, we further reduced this amount to 30,000 Robux. We believe that reducing the minimum required amount is beneficial to our developer and creator community, and promotes the long term growth and the health of such community. We balance the reduction in the minimum amount of earned Robux with our ability to process the expected increase in transaction volume in a timely manner. In general, we do not frequently change the minimum amount of Robux required to be earned to qualify for the Developer Exchange Program, and have only changed it twice in the last five years.
The Company respectfully advises the Staff that we will disclose the minimum amount of earned Robux required to be eligible to participate in the Developer Exchange Program in the Business section of our Annual Reports on Form 10-K beginning with our Annual Report on Form 10-K for the year ending December 31, 2023. Please see a proposal of our draft disclosure following our response to comment 3 below.
Additionally, we will make a similar disclosure in the Notes to Unaudited Condensed Consolidated Financial Statements and Management’s Discussion & Analysis, “Components of Results of Operations” sub-section on our Quarterly Form on 10-Q, beginning with our Form 10-Q for the quarterly period ended March 31, 2023. Refer to response to comment 9 below.
3. You state that in the month ended December 31, 2022 over 11,000 developers and creators qualified for and registered in your Developer Exchange Program. You further state that for the year ended December 31, 2022 over 8,800 developers and creators actually exchanged their earned Robux for real-world currency through the Program. Please revise to disclose the number of developers and creators that qualified for and registered in your Developer Exchange Program for the year ended December 31, 2022, to provide consistent information and context to the over 8,800 developers and creators that actually exchanged their earned Robux for real-world currency during this period.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the 11,000 developers and creators qualified for and registered in the Developer Exchange Program represents a cumulative total as of December 31, 2022. The Company acknowledges that this statistic was intended to be disclosed as of December 31, 2022 and accordingly, in our Annual Reports on Form 10-K, beginning with our Annual Report on Form 10-K for the year ending December 31, 2023, we will revise the wording to reflect the appropriate annual period to provide consistent information and context to the number of developers and creators that actually exchanged their earned Robux for real-world currency. Further, in our Quarterly Reports on Form 10-Q, we will disclose the number of developers and creators who qualified for and were registered in our Developer Exchange Program as of the most recent period end, beginning with our Form 10-Q for the quarterly period ended March 31, 2023. Refer to response to comment 9 below for the Company’s planned disclosure.
Below is a proposal of our revised disclosures for our Form 10-K (based on the existing disclosures in our Annual Report on Form 10-K for the year ended December 31, 2022; revisions/additions are underlined):
Our Developers and Creators
Developers and creators are able to earn Robux through two main methods: (1) through microtransactions on virtual items (both in-experience and in the Avatar Marketplace) and (2) through our engagement-based reward program (“Premium Payouts”) which rewards developers based on the number of hours spent in their experiences by Roblox Premium subscribers. There were nearly 4.2 million developers and creators who earned Robux on the Roblox Platform in the month ended December 31, 2022. As of December 31, 2022, over 11,000 developers and creators qualified for and were registered in our Developer Exchange Program, of which over 4,000 were newly qualified and registered during 2022. In order to be qualified for our Developer Exchange Program and eligible to exchange earned Robux for real-world currency, developers and creators must meet certain conditions, such as having earned the minimum amount of Robux required to qualify for the program, a verified developer account, and an account in good standing. On January 31, 2022, we reduced the minimum amount of earned Robux required to qualify for the program from 100,000 Robux to 50,000 Robux and subsequently on January 31, 2023, we further reduced the minimum requirement from 50,000 Robux to 30,000 Robux. We believe these reductions in the minimum amounts required incentivize our developer and creator community, and promote the long term growth and health of such community. For the year ended December 31, 2022, over 8,800 developers and creators actually exchanged their earned Robux for real-world currency through our Developer Exchange Program. For the same period, there were over 3,000 developers and creators that earned $10,000 in Robux or more and 675 developers and creators that earned $100,000 or more in Robux.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Metrics, page 73
4. We note your disclosure of DAUs by geographic region. We also note your discussion of growth in engagement hours and bookings across various geographic regions in your Form 8-K earnings release. Please tell us why you have not provided similar information for hours engaged and ABPDAU by geographic region in your Form 10-K and Form 10-Q filings, or revise as necessary.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we will disclose hours engaged, bookings and ABPDAU by geographic region in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, beginning with our Form 10-Q for the quarterly period ended March 31, 2023 in the “Operating Metrics” section of Management’s Discussion & Analysis.
5. We note you discuss various measures such as monthly unique paying users, average bookings per monthly unique payer, monthly active users (MAUs), frequency (DAU/MAU) and payer conversion (MUPs/MAUs) in Exhibit 99.2 to your various Form 8-K earnings releases. In addition, you refer to new and returning monthly unique payers and average monthly repurchase rate in the supplemental information available on your website. Please tell us how management uses each of these measures in monitoring your business and explain why you have not presented such measures in your Form 10-Q and Form 10-K filings, or revise as necessary. Refer to SEC Release 33-10751.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we track monthly active users (MAUs) as a measure of market penetration. Frequency (DAU/MAU) is used to measure product-market fit, as it denotes how frequently our users engage on our human co-experience platform (“the Roblox Platform”). While these metrics are tracked internally to monitor the business and our users, we will no longer disclose them in our Form 8-K earnings releases and supplemental information such that consistent information is provided in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
Average new and returning monthly unique paying users, average monthly repurchase rate, and average bookings per monthly unique payer are all measures of monetization levels on the Roblox Platform. The Company respectfully advises the Staff that we will disclose these numbers in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, beginning with our Form 10-Q for the quarterly period ended March 31, 2023 in the “Operating Metrics” section of Management’s Discussion & Analysis.
Non-GAAP Financial Measures
Free cash flow, page 77
6. Please revise to present your GAAP measures before the non-GAAP measures. For example, net cash provided by operating activities should be presented before the free cash flow measure in the table that precedes the reconciliation on page 77. In addition, in Exhibit 99.2 of the Form 8-K furnished on February 15, 2023 you present adjusted EBITDA as a percentage of bookings without presenting the comparable GAAP measure of net loss as a percentage of bookings. Please revise. Refer to Question 102.10 of the Non-GAAP C&DIs.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we will present all GAAP measures before non-GAAP measures, including when presenting net cash provided by operating activities and free cash flow. The Company will no longer use Adjusted EBITDA in any context other than in relation to a discussion of the Company’s compliance with its Indenture covenants for the 2030 Notes. See response to comment 7 below.
Adjusted EBITDA, page 78
7. We note you include adjustments for the change in deferred revenue and the change in deferred costs of revenue in your non-GAAP measure of Adjusted EBITDA, which you disclose is used in certain covenant calculations for the 2030 Notes. Please tell us why you believe the related covenants, and therefore this measure, is material to an investor’s understanding of your financial condition and/or liquidity, such that disclosure of this measure is required. To the extent you continue to believe this measure is necessary, revise to limit such measure to your liquidity section discussion. Also, clarify that this measure is a liquidity measure based on your reference to using such measure for purposes of analyzing the Indenture covenants and e
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corp.roblox.com 970 Park Place
San Mateo, CA
94403
May 9, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance – Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention: Melissa Kindelan
Kathleen Collins
Re: Roblox Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 28, 2023
File No. 001-39763
Dear Melissa Kindelan and Kathleen Collins:
We submit this letter in response to the comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in its letter to Roblox Corporation (the “Company”) dated April 21, 2023, relating to the above referenced Form 10-K for the Fiscal Year Ended December 31, 2022, filed on February 28, 2023 (the “Form 10-K”).
In this letter, the comments from the Staff are recited in italicized, bold type and our responses follow each comment. Defined terms used in this letter but not otherwise defined have the meaning given to them in the Form 10-K. References to “we”, “our”, or “us” mean the Company.
Form 10-K for the Fiscal Year Ended December 31, 2022
Business
Our Users, page 8
1. We note that you refer to the number of daily unique paying users only once in your results of operations discussion, however, you no longer discuss this metric here or elsewhere throughout the filing. Considering your DAUs were 56 million for fiscal 2022 and your daily unique paying users were only 725,000 for the same period, please revise your disclosures throughout to also include the number of daily unique paying users add context to your discussions of daily active users. Also, tell us your consideration to supplement your discussion of ABPDAU with a measure of average booking per paying users, particularly considering your revenues are generated from a small percentage of your users.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we will disclose daily unique paying users along with average bookings per daily unique paying user in the Business section of our Annual Report on Form 10-K beginning with our Annual Report on Form 10-K for the year ending December 31, 2023.
Below is a proposal of our revised disclosures (based on the existing disclosures in our Annual Report on Form 10-K for the year ended December 31, 2022; revisions/additions are underlined):
Our Users
In the year ended December 31, 2022, 56.0 million average DAUs across over 180 countries enjoyed experiences on Roblox across mobile, desktop and console platforms, of which on average, 725,000 were daily unique paying users. Our users are diversified across multiple dimensions, including age, geography, platform, and gender. Each day users express themselves through their avatars, explore different worlds, and engage with others in the Roblox community. In the year ended December 31, 2022, there were over 2,400 experiences that generated at least 1 million hours of engagement and over 450 experiences that generated 10 million hours of engagement or more. During the year ended December 31, 2022, users spent 49.3 billion hours engaged on our Platform, or an average of 2.4 hours per DAU each day. Over the same period, our users explored an average of over 19 different experiences on the Roblox Platform per month.
Business Model
When users sign up for Roblox, they can create an avatar and explore the vast majority of our experiences for free, although the business model for any given experience is ultimately up to its developer. Most free experiences allow users to spend Robux by purchasing experience-specific enhancements. Users can also use Robux to obtain items such as clothing, accessories and emotes, from our Avatar Marketplace. Roblox retains a portion of every Robux transaction and distributes the rest to developers and creators. Robux can only be purchased from us at a price set by us, and can only be spent within our Platform. Other than daily and monthly limitations to prevent fraud, there is no cap on the number of Robux that any user or users in the aggregate can purchase. Robux have no monetary or intrinsic value outside of our Platform and can only be converted to real-world currency through our Developer Exchange Program. We are aware that some users seek to use unauthorized third-party websites to exchange Robux for real-world currency which is not permitted under our terms of use. We regularly monitor and screen usage of our Platform with the aim of identifying and preventing these
activities, as well as regularly send cease-and desist letters to operators of third-party websites offering fraudulent Robux or digital goods offers.
Consistent with our free to play business model, a small portion of our users have historically been payers. For example, in the year ended December 31, 2022, of our 56.0 million average DAUs, only 725,000 represented our average daily unique paying users. Similarly, in the year ended December 31, 2022, our average daily bookings per DAU was $0.14, whereas our average daily bookings per daily unique paying user was $10.85. We believe that maintaining and growing our overall number of users, including the number of users who may not purchase and spend Robux, is important to the success of our business. As a result, we believe that the number of users who choose to purchase and spend Robux will continue to constitute a small portion of our overall users.
Our Developers and Creators, page 9
2. We note that you no longer quantify the minimum amount of Robux required to be earned to qualify for the Developer Exchange Program. Given this is one of the criteria which impacts when such amounts are recorded in the financial statements, please tell us why you believe it is no longer necessary to disclose this information, or revise. Further, if such amount has changed from period to period, disclose why and how such decision is made. In your response, please tell us Earned Robux qualification amounts throughout each period presented.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that on January 31, 2022, we reduced the minimum amount of Robux required to be earned to qualify for the program that allows developers and creators to exchange their earned Robux for real money (the “Developer Exchange Program”) from 100,000 Robux to 50,000 Robux. On January 31, 2023, we further reduced this amount to 30,000 Robux. We believe that reducing the minimum required amount is beneficial to our developer and creator community, and promotes the long term growth and the health of such community. We balance the reduction in the minimum amount of earned Robux with our ability to process the expected increase in transaction volume in a timely manner. In general, we do not frequently change the minimum amount of Robux required to be earned to qualify for the Developer Exchange Program, and have only changed it twice in the last five years.
The Company respectfully advises the Staff that we will disclose the minimum amount of earned Robux required to be eligible to participate in the Developer Exchange Program in the Business section of our Annual Reports on Form 10-K beginning with our Annual Report on Form 10-K for the year ending December 31, 2023. Please see a proposal of our draft disclosure following our response to comment 3 below.
Additionally, we will make a similar disclosure in the Notes to Unaudited Condensed Consolidated Financial Statements and Management’s Discussion & Analysis, “Components of Results of Operations” sub-section on our Quarterly Form on 10-Q, beginning with our Form 10-Q for the quarterly period ended March 31, 2023. Refer to response to comment 9 below.
3. You state that in the month ended December 31, 2022 over 11,000 developers and creators qualified for and registered in your Developer Exchange Program. You further state that for the year ended December 31, 2022 over 8,800 developers and creators actually exchanged their earned Robux for real-world currency through the Program. Please revise to disclose the number of developers and creators that qualified for and registered in your Developer Exchange Program for the year ended December 31, 2022, to provide consistent information and context to the over 8,800 developers and creators that actually exchanged their earned Robux for real-world currency during this period.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the 11,000 developers and creators qualified for and registered in the Developer Exchange Program represents a cumulative total as of December 31, 2022. The Company acknowledges that this statistic was intended to be disclosed as of December 31, 2022 and accordingly, in our Annual Reports on Form 10-K, beginning with our Annual Report on Form 10-K for the year ending December 31, 2023, we will revise the wording to reflect the appropriate annual period to provide consistent information and context to the number of developers and creators that actually exchanged their earned Robux for real-world currency. Further, in our Quarterly Reports on Form 10-Q, we will disclose the number of developers and creators who qualified for and were registered in our Developer Exchange Program as of the most recent period end, beginning with our Form 10-Q for the quarterly period ended March 31, 2023. Refer to response to comment 9 below for the Company’s planned disclosure.
Below is a proposal of our revised disclosures for our Form 10-K (based on the existing disclosures in our Annual Report on Form 10-K for the year ended December 31, 2022; revisions/additions are underlined):
Our Developers and Creators
Developers and creators are able to earn Robux through two main methods: (1) through microtransactions on virtual items (both in-experience and in the Avatar Marketplace) and (2) through our engagement-based reward program (“Premium Payouts”) which rewards developers based on the number of hours spent in their experiences by Roblox Premium subscribers. There were nearly 4.2 million developers and creators who earned Robux on the Roblox Platform in the month ended December 31, 2022. As of December 31, 2022, over 11,000 developers and creators qualified for and were registered in our Developer Exchange Program, of which over 4,000 were newly qualified and registered during 2022. In order to be qualified for our Developer Exchange Program and eligible to exchange earned Robux for real-world currency, developers and creators must meet certain conditions, such as having earned the minimum amount of Robux required to qualify for the program, a verified developer account, and an account in good standing. On January 31, 2022, we reduced the minimum amount of earned Robux required to qualify for the program from 100,000 Robux to 50,000 Robux and subsequently on January 31, 2023, we further reduced the minimum requirement from 50,000 Robux to 30,000 Robux. We believe these reductions in the minimum amounts required incentivize our developer and creator community, and promote the long term growth and health of such community. For the year ended December 31, 2022, over 8,800 developers and creators actually exchanged their earned Robux for real-world currency through our Developer Exchange Program. For the same period, there were over 3,000 developers and creators that earned $10,000 in Robux or more and 675 developers and creators that earned $100,000 or more in Robux.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Metrics, page 73
4. We note your disclosure of DAUs by geographic region. We also note your discussion of growth in engagement hours and bookings across various geographic regions in your Form 8-K earnings release. Please tell us why you have not provided similar information for hours engaged and ABPDAU by geographic region in your Form 10-K and Form 10-Q filings, or revise as necessary.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we will disclose hours engaged, bookings and ABPDAU by geographic region in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, beginning with our Form 10-Q for the quarterly period ended March 31, 2023 in the “Operating Metrics” section of Management’s Discussion & Analysis.
5. We note you discuss various measures such as monthly unique paying users, average bookings per monthly unique payer, monthly active users (MAUs), frequency (DAU/MAU) and payer conversion (MUPs/MAUs) in Exhibit 99.2 to your various Form 8-K earnings releases. In addition, you refer to new and returning monthly unique payers and average monthly repurchase rate in the supplemental information available on your website. Please tell us how management uses each of these measures in monitoring your business and explain why you have not presented such measures in your Form 10-Q and Form 10-K filings, or revise as necessary. Refer to SEC Release 33-10751.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we track monthly active users (MAUs) as a measure of market penetration. Frequency (DAU/MAU) is used to measure product-market fit, as it denotes how frequently our users engage on our human co-experience platform (“the Roblox Platform”). While these metrics are tracked internally to monitor the business and our users, we will no longer disclose them in our Form 8-K earnings releases and supplemental information such that consistent information is provided in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
Average new and returning monthly unique paying users, average monthly repurchase rate, and average bookings per monthly unique payer are all measures of monetization levels on the Roblox Platform. The Company respectfully advises the Staff that we will disclose these numbers in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, beginning with our Form 10-Q for the quarterly period ended March 31, 2023 in the “Operating Metrics” section of Management’s Discussion & Analysis.
Non-GAAP Financial Measures
Free cash flow, page 77
6. Please revise to present your GAAP measures before the non-GAAP measures. For example, net cash provided by operating activities should be presented before the free cash flow measure in the table that precedes the reconciliation on page 77. In addition, in Exhibit 99.2 of the Form 8-K furnished on February 15, 2023 you present adjusted EBITDA as a percentage of bookings without presenting the comparable GAAP measure of net loss as a percentage of bookings. Please revise. Refer to Question 102.10 of the Non-GAAP C&DIs.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that we will present all GAAP measures before non-GAAP measures, including when presenting net cash provided by operating activities and free cash flow. The Company will no longer use Adjusted EBITDA in any context other than in relation to a discussion of the Company’s compliance with its Indenture covenants for the 2030 Notes. See response to comment 7 below.
Adjusted EBITDA, page 78
7. We note you include adjustments for the change in deferred revenue and the change in deferred costs of revenue in your non-GAAP measure of Adjusted EBITDA, which you disclose is used in certain covenant calculations for the 2030 Notes. Please tell us why you believe the related covenants, and therefore this measure, is material to an investor’s understanding of your financial condition and/or liquidity, such that disclosure of this measure is required. To the extent you continue to believe this measure is necessary, revise to limit such measure to your liquidity section discussion. Also, clarify that this measure is a liquidity measure based on your reference to using such measure for purposes of analyzing the Indenture covenants and e