RiskMetrics Group Reports Second Quarter 2008 Results
NEW YORK--(BUSINESS WIRE)--Aug. 5, 2008--RiskMetrics Group Inc. (NYSE:RMG), a leading provider of risk management and corporate governance products and services to participants in the global financial markets, today announced its financial results for the second quarter and six months ended June 30, 2008.
Earnings Highlights: The following GAAP results reflect the acquisition of ISS on January 11, 2007 and the CFRA acquisition of August 1, 2007. The pro forma results are presented as if ISS and CFRA were acquired on January 1, 2007 (see Tables D and E for a reconciliation of GAAP and Pro Forma financial results).
-- Second quarter GAAP revenues increased 27.5% to $74.1 million,
and 19.0% on a pro forma basis. GAAP revenues for the six
month period ended June 30, 2008 increased 31.5% to $145.3
million, and 19.2% on a pro forma basis.
-- Second quarter Adjusted EBITDA increased 33.3% to $23.7
million, and 24.0% on a pro forma basis with an Adjusted
EBITDA margin of 32.0%. Adjusted EBITDA for the six months
ended June 30, 2008 increased 42.8% to $46.9 million, and
29.7% on a pro forma basis with an Adjusted EBITDA margin of
32.3%.
-- GAAP EPS increased to $0.08 in the second quarter of 2008 up
from $0.01 in the second quarter of 2007. Adjusted EPS (before
amortization of intangibles, stock-based compensation and
one-time IPO costs) for the second quarter 2008 was $0.15, up
from $0.06 in second quarter 2007.
"We experienced strong revenue, Adjusted EBITDA and cash flow growth this quarter as both traditional and alternative investment managers continued to establish and scale their risk systems," said Ethan Berman, Chief Executive Officer of RiskMetrics Group. "Sales of our RiskManager solution are as strong as they have ever been demonstrating the criticality of effective risk management tools and services in this challenging market environment."
All amounts (except share and per share information) are in thousands, unless indicated otherwise.
Selected Financial Information (unaudited)
Table A
Three Months Ended
June 30,
----------------------------
%
2007 2008 Change
--------- ------------------
Revenues:
Risk $ 29,417 $ 38,828 32.0%
ISS 28,733 35,298 22.8%
--------- --------- --------
Total Revenues $ 58,150 $ 74,126 27.5%
--------- --------- --------
Operating Cost and Expenses:
Adjusted EBITDA expenses (1) 40,342 50,383 24.9%
Other operating expenses (2) 7,920 9,641 21.7%
--------- --------- --------
Total operating costs and expenses 48,262 60,024 24.4%
--------- --------- --------
Income from operations 9,888 14,102 42.6%
--------- --------- --------
Other expense (8,935) (5,000) -44.0%
--------- --------- --------
Income before income taxes 953 9,102 855.1%
Provision for income taxes 497 3,556 615.5%
--------- --------- --------
Net income - GAAP $ 456 $ 5,546 1,116.2%
========= ========= ========
EPS (diluted) - GAAP $ 0.01 $ 0.08
========= =========
Adjusted Net income (3) $ 3,408 $ 10,096 196.2%
========= ========= ========
Adjusted EPS (diluted) (3) $ 0.06 $ 0.15
========= =========
Adjusted EBITDA (4) $ 17,808 $ 23,743 33.3%
========= ========= ========
Adjusted EBITDA margin 30.6% 32.0%
Six Months Ended
June 30,
----------------------------
%
2007 2008 Change
--------- ------------------
Revenues:
Risk $ 56,736 $ 73,264 29.1%
ISS 53,779 72,082 34.0%
--------- --------- --------
Total Revenues $110,515 $145,346 31.5%
--------- --------- --------
Operating Cost and Expenses:
Adjusted EBITDA expenses (1) 77,630 98,400 26.8%
Other operating expenses (2) 14,489 20,793 43.5%
--------- --------- --------
Total operating costs and expenses 92,119 119,193 29.4%
--------- --------- --------
Income from operations 18,396 26,153 42.2%
--------- --------- --------
Other expense (16,839) (16,477) -2.1%
--------- --------- --------
Income before income taxes 1,557 9,676 521.4%
Provision for income taxes 812 3,783 365.9%
--------- --------- --------
Net income - GAAP $ 745 $ 5,893 691.0%
========= ========= ========
EPS (diluted) - GAAP $ 0.01 $ 0.09
========= =========
Adjusted Net income (3) $ 6,081 $ 18,852 210.0%
========= ========= ========
Adjusted EPS (diluted) (3) $ 0.11 $ 0.28
========= =========
Adjusted EBITDA (4) $ 32,885 $ 46,946 42.8%
========= ========= ========
Adjusted EBITDA margin 29.8% 32.3%
(1) Represents cost of revenues, research and development, selling and marketing and general and administrative expenses, excluding stock-based compensation and one time charges. Refer to tables I through L for a reconciliation to the comparable GAAP measure.
(2) Represents depreciation and amortization of property and equipment, amortization of intangible assets, loss on disposal of property and equipment, and stock-based compensation. Refer to tables I through L for a reconciliation to the comparable GAAP measure.
(3) Represents net income and EPS before amortization of intangible assets, stock-based compensation and one-time IPO costs. Refer to table D for a reconciliation to the comparable GAAP measure.
(4) Represents net income before interest expense interest income, income tax expense, depreciation, amortization, non-cash stock based compensation expense and extraordinary or non-recurring charges or expenses. Refer to table C for a reconciliation to the comparable GAAP measure.
Second Quarter 2008 Results Compared to Second Quarter 2007 Results
Second Quarter 2008 Revenues
Total GAAP revenues for the second quarter of 2008 ("Q2 2008") were $74.1 million, up 27.5% from $58.2 million in the second quarter of 2007 ("Q2 2007").
On a pro forma basis, revenues increased 19.0% from $62.3 million in the same period of 2007. Included in the Q2 2007 pro forma revenues are $4.1 million of CFRA revenues (refer to Table E).
On a business segment level, Q2 2008 Risk GAAP revenues were $38.8 million, a 32.0% increase over Q2 2007. Risk revenues continue to accelerate as revenues grew 12.7% sequentially over Q1 2008 due to RiskManager year over year revenue growth of 41.8% resulting from strong sales to both the asset management and hedge fund sectors. EMEA revenue grew by over 37% year over year while the Americas revenue growth accelerated to 32% for Q2 08.
ISS GAAP revenues were $35.3 million in Q2 2008, a 22.8% increase from Q2 2007. On a pro forma basis, revenues grew by 7.3% compared to Q2 2007. ISS Q2 2008 revenues declined by $1.5 million relative to Q1 2008 revenues due to a decline of non-recurring revenues caused by the sales seasonality of the Company's Corporate Compensation Advisory Service products(which was more pronounced in 2008 than in 2007) and slower new sales.
Total Governance Services (mainly Proxy Research and Voting Services) revenue of $23.4 million for Q2 2008 increased 6.3% from Q2 2007. Financial Research and Analysis ("FR&A") revenues of $11.9 million for Q2 2008 grew by 9.4% over the prior year pro forma revenue and remained flat compared to sequential Q1 08 due to the seasonality of non-recurring revenues discussed above.
"Given the increased volatility in the financial services market, our clients are placing an increasingly high priority on understanding and managing risk across their portfolios," Mr. Berman continued. "In fact, the Annualized Contract Value (ACV) in our Risk business is up 39% from the second quarter of 2007 with the traditional asset management and hedge fund segments growing 40% and 34%, respectively. In addition, our ISS ACV is up 11.4% from the second quarter of 2007, on a pro forma basis."
Second Quarter 2008 Adjusted EBITDA Expenses
Adjusted EBITDA expenses, which exclude depreciation and amortization of property and equipment, amortization of intangible assets, and non-cash stock-based compensation expense, interest, dividend and investment income (expense) and income tax expense, increased 24.9% to $50.4 million for Q2 2008. On a pro forma basis, Adjusted EBITDA expenses increased by 16.8% from $43.1 million in Q2 2007.
Compensation expense, which accounted for 65.1% of total Adjusted EBITDA expenses, increased by 19.9% to $32.7 million for Q2 2008. On a pro forma basis, compensation expenses increased by 12.3% as headcount grew at a lower rate than revenues for the second quarter.
Non-compensation expenses increased to $17.6 million for Q2 2008. On a pro forma basis, non-compensation expenses increased by 26.1% for Q2 2008, due mainly to increases in occupancy costs, data costs, recruiting and training costs and an increase in the provision for bad debts and CFRA non-income tax expenses, both of which are not expected to be recurring.
Adjusted EBITDA expenses represented approximately 68.0% of total revenues during Q2 2008, compared with 69.4% in Q2 2007.
Second Quarter 2008 Adjusted EBITDA
Consolidated Adjusted EBITDA increased 33.3% to $23.7 million in Q2 2008 from $17.8 million in Q2 2007. On a pro forma basis, Adjusted EBITDA increased by 24.0% from $19.2 million in Q2 2007. Pro forma Q2 2007 Adjusted EBITDA includes $1.3 million of CFRA Adjusted EBITDA.
EBITDA, including stock based compensation expense of $2.0 million, was $21.7 million in Q2 2008.
The Adjusted EBITDA margin increased to 32.0% in Q2 2008, compared with 30.6% in Q2 2007 and 30.2% for full year 2007, as revenues continued to grow at a higher rate than Adjusted EBITDA expenses.
On a segment level, the Risk business generated Adjusted EBITDA of $14.1 million which was a 51.9% increase over Q2 2007. The Q2 2008 Risk Adjusted EBITDA Margin was 36.3% as compared to 31.5% in Q2 2007 as revenues grew by 32.0% and Adjusted EBITDA expenses grew by 22.8%. Risk margins continue to accelerate sequentially in Q2 2008 compared to 34.8% in Q1 08.
ISS generated Adjusted EBITDA of $9.7 million in Q2 2008 which was a 13.2% increase over Q2 2007. On a pro forma basis, ISS Adjusted EBITDA decreased 2.2%. The Q2 2008 ISS Adjusted EBITDA Margin was 27.4% as compared to 30.1% in Q2 2007 on a pro forma basis as Adjusted EBITDA expenses grew by 11.4%. The Q2 08 Adjusted EBITDA margin was negatively impacted by the seasonality in non-recurring revenues, continued investment in the Governance Services voting platform, and non-recurring expenses related to an increase in the bad debt provision of $587 and a $350 charge for non-income taxes related to CFRA.
Second Quarter 2008 Other Operating Expenses and Income from Operations
On a GAAP basis, other operating expenses increased 21.7% to $9.6 million in Q2 2008 from $7.9 million in Q2 of 2007. This was primarily due to a $1.0 million and $0.4 million increase in amortization expense and depreciation expense, respectively. Income from operations increased 42.6% to $14.1 million in Q2 2008 from $9.9 million in Q2 2007.
Second Quarter 2008 Interest, Dividend, Investment and Other Income (Expense), Net.
On a GAAP basis, net interest, dividend, investment and other expense decreased to $5.0 million for Q2 2008 from $8.9 million in Q2 2007. This decrease in expense was primarily due to decreased interest expense and increased interest income as a result of reduced debt borrowings and increased cash balances during 2008. This trend of lower net interest expense is expected to continue for the remainder of fiscal 2008.
Second Quarter 2008 Net Income and EPS
GAAP net income increased to $5.5 million in Q2 2008 from $0.5 million in Q2 2007. GAAP EPS (diluted) increased to $0.08 for Q2 2008 from $0.01 in Q2 2007.
Adjusted net income, as defined in Table D, increased to $10.1 million in Q2 2008 from $3.4 million in Q2 2007. Adjusted EPS increased to $0.15 for Q2 2008 from $0.06 in Q2 2007.
Six months ended June 30, 2008 Results Compared to Six months ended June 30, 2007 Results
Six months 2008 Revenues
Total GAAP revenues for the six months ended June 30, 2008 were $145.4 million, up 31.5% from $110.5 million in the comparable period in 2007.
On a pro forma basis revenues increased 19.2% from $121.9 million in the same period of 2007. Included in the six months ended June 30, 2007 pro forma revenues are $3.3 million of revenues from the 11 day period before the ISS acquisition in January 2007 and $8.1 million of CFRA revenues (refer to Table E).
On a business segment level, Risk GAAP revenues for the six months ended June 30, 2008 were $73.3 million, a 29.1% increase over the comparable period in 2007. Results were primarily due to RiskManager revenue growth of 40.4% over the year ago period resulting from strong sales to both the asset management and hedge fund sectors. EMEA revenue grew by over 34% year over year, and Americas revenue grew over 27%.
ISS GAAP revenues for the six months ended June 30, 2008 were $72.1 million, a 34.0% increase from the comparable period in 2007. On a pro forma basis, revenues grew by 10.6%, including EMEA revenue growth of 13.9% and Americas revenue growth of 9.4%. Total Governance Services (mainly Proxy Research and Voting Services) revenue of $45.8 million for the six months ended June 30, 2008 increased 8.7% from the prior year pro forma period. Financial Research and Analysis ("FR&A") revenues of $26.3 million for the six months ended June 30, 2008 grew by 14.0% over the prior year pro forma revenue.
Six months 2008 Adjusted EBITDA Expenses
Adjusted EBITDA expenses increased 26.8% to $98.4 million for the six months ended June 30, 2008. On a pro forma basis, Adjusted EBITDA expenses increased by 14.8% from $85.7 million for the six months ended June 30, 2008.
Compensation expense, which accounted for 66.8% of total Adjusted EBITDA expenses, increased by 24.5% to $65.8 million for the six months ended June 30, 2008. On a pro forma basis, compensation expenses increased by 12.0% as headcount grew at a lower rate than revenues for the six months ended June 30, 2008.
Non-compensation expenses increased to $32.6 million for the six months ended June 30, 2008. On a pro forma basis, non-compensation expenses increased by 20.8% for the six months ended June 30, 2008, due mainly to increases in occupancy, data, recruiting and training costs as well as increased legal, accounting and consulting costs related to being a public company.
Adjusted EBITDA expenses represented approximately 67.7% of total revenues for the six months ended June 30, 2008, compared with 70.2% in the year-ago period.
Six months 2008 Adjusted EBITDA
Consolidated Adjusted EBITDA increased 42.8% to $46.9 million in the six months ended June 30, 2008 from $32.9 million in comparable period in 2007. On a pro forma basis, Adjusted EBITDA increased by 29.7% from $36.2 million in the six months ended June 30, 2007. Pro forma for the six months ended June 30, 2007 Adjusted EBITDA includes $0.9 million of Adjusted EBITDA related to the January 1-11 period before the acquisition of ISS, and $2.4 million of CFRA Adjusted EBITDA.
EBITDA, including stock based compensation expense of $5.4 million, was $41.6 million for the six months ended June 30, 2008. The stock-based compensation charge included a one-time charge of $1.4 million related to IPO stock option grants.
The Adjusted EBITDA margin increased to 32.3% in the six months ended June 30, 2008, compared with 29.8% in the comparable period of 2007, as revenues continued to grow at a higher rate than Adjusted EBITDA expenses.
On a segment level, the Risk business generated Adjusted EBITDA of $26.1 million for the six months ended June 30, 2008 which was a 52.6% increase over the six months ended June 30, 2007. The Risk Adjusted EBITDA Margin was 35.6% for the six months ended June 30, 2008 as compared to 30.1% in the six months ended June 30, 2007 as revenues grew by 29.1% and Adjusted EBITDA expenses grew by 19.0%.
ISS generated Adjusted EBITDA of $20.9 million for the six months ended June 30, 2008 which was a 32.2% increase over the six months ended June 30, 2007. On a pro forma basis, ISS Adjusted EBITDA increased 9.2%. The ISS Adjusted EBITDA Margin for the six months ended June 30, 2008 was 29.0% as compared to 29.3% in the six months ended June 30, 2007 on a pro forma basis, as Adjusted EBITDA expenses grew by 11.1%.
Six-months 2008 Other Operating Expenses and Income from Operations
On a GAAP basis, other operating expenses increased 43.5% to $20.8 million in the six months ended June 30, 2008 from $14.5 million in the comparable period in 2007. This was primarily due to an increase in stock based compensation of $2.9 million as a result of stock based compensation expense from IPO stock option grants, and a $2.3 million increase in amortization expense. Income from operations increased 42.2% to $26.2 million for the six months ended June 30, 2008 from $18.4 million in the prior year.
Six months 2008 Interest, Dividend, Investment and Other Income (Expense), Net.
On a GAAP basis, net interest, dividend, investment and other expense decreased to $16.5 million for the six months ended June 30, 2008 from $16.8 million in the six months ended June 30, 2007. The decrease in other expense was due to decreased interest expense (net of debt issuance cost write-off) and increased interest income as a result of reduced debt borrowings and increased cash balances during 2008. The decrease in other expense was offset by one time IPO and debt repayment-related costs of $5.0 million, which consisted of a $1.25 million debt prepayment penalty fee and a $1.4 million loss on an interest rate swap settlement, both included in the Other Expense caption and a non-cash $2.4 million write-off of debt issuance costs, included in Interest Expense, during the six months ended June 30, 2008.
Six months 2008 Net Income and EPS
On a GAAP basis, net income increased to $5.9 for the six months ended June 30, 2008 from $0.7 million for the six months ended June 30, 2007. GAAP EPS (diluted) for the six months ended June 30, 2008 increased to $0.09 from $0.01 in the comparable period in 2007. The effective tax rate for the six months ended June 30, 2008 was 39.1%.
Adjusted net income, as defined in Table D, increased to $18.9 million for the six months ended June 30, 2008 from $6.1 million in the comparable period in 2007. Adjusted EPS increased to $0.28 for the six months ended June 30, 2008, from $0.11 in the comparable period in 2007. Net income for the six months ended June 30, 2008 includes $6.3 million of one time IPO and debt repayment-related charges.
Selected Operating Data
The Company believes that the supplemental consolidated financial information is helpful to understanding the Company's overall financial results.
Table B
As of and for the
Six Months Ended
June 30
Operating Data 2007 2008
-------------------------------------------------- --------- ---------
Annualized Contract Value (1)
Risk $111,680 $155,435
% Growth 39.2%
ISS (1) $ 97,551 $126,411
% Growth 29.6%
Annualized Contract Value $209,231 $281,846
---------
% Growth 34.7%
---------
Recurring Revenue as a % of total revenue (2)
Risk 97.2% 98.7%
ISS 85.5% 86.5%
Recurring Revenue as a % of total revenue. 91.5% 92.7%
Renewal Rate
Risk 88.4% 90.3%
ISS 89.8% 89.4%
Renewal Rate 89.0% 89.9%
Notes to Operating Data Table:
(1) We define annualized contract value ("ACV") as the aggregate value, on an annualized basis, of all recurring subscription contracts in effect on a reporting date. CFRA was acquired on August 1, 2007 with $15.9 million of ACV which is not included in ISS ACV as of June 30, 2007.
(2) We define recurring revenue as a percentage of total revenue as revenue from subscription contracts divided by total revenue during the applicable period.
Overall, renewal rates were 89.9% for the six months ended June 30, 2008 as compared with 89.0% in the prior year. Risk achieved a renewal rate of 90.3% which increased compared to prior year of 88.4%, while ISS had a renewal rate of 89.4% which was slightly lower than prior year of 89.8%. The year-over-year decline in the ISS renewal rate was largely due to inclusion of CFRA in 2008, which has lower than average renewal rates relative to ISS's Governance Services products.
Recurring revenue as a percent of total revenue increased to 92.7% for the six months ended June 30, 2008 from 91.5% in Q2 2007. This increase was the result of the increase of Risk recurring revenues to 98.7% of total revenues in the six months ended June 30, 2008. The percentage of recurring revenues for ISS was lower in the first six months of 2008 than for the full year 2007 due to the seasonality of non-recurring Corporate Services revenues resulting in an over- weighting of those revenues in the first half of each fiscal year.
Annualized Contract Value increased 34.7% in Q2 2008 as compared to Q2 2007, with Risk increasing 39.2% (from $111.7 million to $155.4 million) and ISS growing 29.6% (from $97.5 million to $126.4 million). The increase in ACV was driven by strong growth of new Risk sales, as well as by the CFRA acquisition which contributed $15.9 million of acquired ACV. Pro forma for the CFRA acquisition, consolidated ACV grew 25.2% and ISS ACV grew by 11.4%. Risk average ACV per client continued to increase to over $248,000 from $173,000 in 2007.
On a consolidated basis, the Company had $41.7 million of new ACV sales in six months ended June 30, 2008 and $20.0 million in Q2 2008, up 50.2% and 35.9% over the comparable periods in 2007, respectively. The strong new sales performance was driven by a significant increase in the demand for Risk products. Risk new ACV sales were $29.8 million in the first half of 2008 and $16.0 million in Q2 08, increases of 73.4% and 56.4% over 2007.
In the first half of 2008, RiskMetrics continued to have success in growing our relationship with existing clients with approximately 50% of new ACV sales coming from existing clients.
Discussion of Cash Flow
As of June 30, 2008, cash and cash equivalents were $108.2 million, as compared to $27.5 million on December 31, 2007. Operating activities for the first six months of 2008 provided cash of $18.5 million, compared to $1.1 million for the first six months of 2007. Cash flow from operations increased by $17.4 million in 2008 compared to 2007 due to increased EBITDA earnings of $14.4 million as well as a $7.1 million decline in cash paid for interest due to a reduction in debt borrowings and interest rates. Cash flow from operations for the six months ended June 30, 2008 was negatively impacted by $1.3 million of cash used for a debt pre-payment penalty fee, and $1.4 million for an interest rate swap settlement in connection with the pre-payment of debt in 2008. Cash flow from operations in Q2 08 was $31.4 million.
Our cash flow tends to be lower in the beginning of each year due to bonuses and commissions paid during this period. As a result, we generate more cash flows from operations during the second half of the year than during the first half of the year.
Capital expenditures increased to $4.0 million in the first six months of 2008 compared to $3.6 million in the first six months of 2007. Financing Cash Flows generated cash of $68.4 million during the first six months of 2008 primarily due to net proceeds received from the IPO partially offset by the pay down of $132.1 million in debt. Q2 2008 financing cash flow was negatively impacted by a principal debt payment of $6.4 million.
Free Cash Flow (operating cash flow minus capital expenditures) for the first six months of 2008 increased to $14.5 million compared to negative $2.5 million in the first six months of 2007.
2008 Guidance
As of June 30, 2008, the Company anticipates revenue and Adjusted EBITDA to be above the high end of our previous ranges for the fiscal year ending December 31, 2008 of $295 million and $95 million, respectively. Renewal rates are expected to be in the 89%-91% range.
The Company will hold a conference call to discuss results for the second quarter of 2008 today at 10 a.m. Eastern. The call will be hosted by Ethan Berman, Chief Executive Officer, and David Obstler, Chief Financial Officer, of RiskMetrics Group. Investors can participate in the conference call by using the following dial-in details:
US Toll free dial-in 800.659.2037 International dial-in 617.614.2713 Pass code 40894410
In addition, investors can access the conference call directly from the RiskMetrics Group Investor Relations Web Site at http://investor.riskmetrics.com.
About RiskMetrics Group
RiskMetrics Group is a leading provider of risk management and corporate governance products and services to participants in the global financial markets. By bringing transparency, expertise and access to the financial markets, RiskMetrics Group helps investors better understand and manage the risks associated with their financial holdings. Our solutions address a broad spectrum of risk across our clients' financial assets. Headquartered in New York with 19 global offices, RiskMetrics Group services some of the most prestigious institutions and corporations worldwide.
Forward-Looking Statements
This release contains forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.
Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in the Company's December 31, 2007 Annual From 10-K which was filed with the Securities and Exchange Commission on March 31, 2008. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement in this release reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.
Notes Regarding the Use of Non-GAAP Financial Measures
RiskMetrics Group (the "Company") has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States ("GAAP") and may be different from non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA expenses, other operating expenses, Adjusted Net Income, Adjusted EPS and free cash flow, provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company's management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes.
Adjusted EBITDA
The table below sets forth a reconciliation of Adjusted EBITDA to net income on our historical results:
Table C
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
2007 2008 2007 2008
-------- --------- -------- -------
Net income $ 456 $ 5,546 $ 745 $ 5,893
Interest, other expense, net 8,935 5,000 16,839 16,477
Income tax expense 497 3,556 812 3,783
Depreciation and amortization of
property and equipment 1,739 2,165 3,323 4,280
Amortization of intangible assets 4,434 5,456 8,623 10,912
Stock-based compensation. 1,745 2,016 2,541 5,377
Non-recurring expenses (a) -- -- -- 198
Loss on disposal of property and
equipment 2 4 2 26
-------- --------- -------- -------
Adjusted EBITDA $ 17,808 $ 23,743 $ 32,885 $46,946
======== ========= ======== =======
(a) Represents lease exit costs incurred from moving the Company's London operations.
Adjusted EBITDA, as defined in our credit facilities, represents net income (loss) before interest expense, interest income, income tax expense (benefit), depreciation and amortization of property and equipment, amortization of intangible assets, non-cash stock-based compensation expense and extraordinary or non-recurring charges or expenses. It is a material metric used by our lenders in evaluating compliance with the maximum consolidated leverage ratio covenant in our credit facilities. The maximum consolidated leverage ratio covenant, as defined in our credit facilities, represents the ratio of total indebtedness as compared to Adjusted EBITDA, and can not exceed a maximum ratio range which declines from 8.50 to 3.00 over the life of the credit facilities. Non-compliance with this covenant could result in us being required to immediately repay our outstanding indebtedness under our credit facilities. Adjusted EBITDA is also a metric used by management to measure operating performance and for planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability.
We also present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structure (affecting interest expense), tax position (such as the impact on periods of changes in effective tax rates or net operating losses), the age and book depreciation of fixed assets (affecting relative depreciation expense), acquisitions (affecting amortization expense) and compensation plans (affecting stock-based compensation expense).
Adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity.
Adjusted EBITDA Expenses
Adjusted EBITDA expenses represent cost of revenues, research and development, selling and marketing and general administrative expenses, excluding stock-based compensation. Adjusted EBITDA expenses represent expenses which are classified as reductions to Adjusted EBITDA, as defined in our credit facilities. Adjusted EBITDA is also a metric used by management to measure operating performance and for planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability.
Other Operating Expenses
Other operating expenses represent stock-based compensation, depreciation and amortization of property and equipment, amortization of intangible assets and loss on disposal of property and equipment. Other operating expenses represent expenses which are classified as reductions to Adjusted EBITDA, as defined in our credit facilities.
Adjusted Net Income and EPS
We define adjusted net income and adjusted EPS as net income (earnings per share) before amortization of intangibles, one-time costs and stock-based compensation. A reconciliation from net income and EPS to Adjusted net income and EPS is set forth below:
Table D
Three months ended June 30,
-----------------------------------------------
2007 2007 2008 2008
------------ ---------- ------------ ----------
$ Amount EPS Amount $ Amount EPS Amount
GAAP - Net Income $ 456 $ 0.01 $ 5,546 0.08
Plus: IPO Costs - - - -
Plus: Non IPO Stock-
Based Compensation 1,745 0.03 2,016 0.03
Plus: Amortization of
Intangible Assets 4,434 0.08 5,456 0.08
Income tax effect (3,227) (0.06) (2,922) (0.04)
------------ ---------- ------------ ----------
Adjusted Net income
before IPO costs,
stock-based
compensation and
amortization of
intangibles $ 3,408 $ 0.06 $ 10,096 $ 0.15
============ ========== ============ ==========
Adjusted EPS - diluted $ 0.06 $ 0.15
Diluted Shares 53,878,411 68,046,927
Six months ended June 30,
-----------------------------------------------
2007 2007 2008 2008
------------ ---------- ------------ ----------
$ Amount EPS Amount $ Amount EPS Amount
GAAP - Net Income $ 745 $ 0.01 $ 5,893 0.09
Plus: IPO Costs (1) - - 6,348 0.10
Plus: Non IPO Stock-
Based Compensation 2,541 0.05 4,020 0.06
Plus: Amortization of
Intangible Assets 8,623 0.16 10,912 0.16
Income tax effect (5,828) (0.11) (8,321) (0.13)
------------ ---------- ------------ ----------
Adjusted Net income
before IPO costs,
stock-based
compensation and
amortization of
intangibles $ 6,081 $ 0.11 $ 18,852 $ 0.28
============ ========== ============ ==========
Adjusted EPS - diluted $ 0.11 $ 0.28
Diluted Shares 53,589,319 66,428,885
(1) Includes one-time expenses incurred as a result of the IPO, which include $1.4 million of stock-based compensation related to IPO stock option grants, a $1.25 million debt prepayment penalty fee, a $2.4 million write-off of debt issuance costs and a $1.4 million loss on an interest rate swap settlement, during the six months ended June 30, 2008.
Free Cash Flow
We define free cash flow as net cash provided by operating activities from continuing operations minus capital expenditures. We believe free cash flow is an important non-GAAP measure as it provides useful cash flow information regarding our ability to service, incur or pay down indebtedness. We use free cash flow as a measure to reflect cash available to service our debt as well as to fund our expenditures. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period since it excludes cash used for capital expenditures during the period.
Notes Regarding Pro forma Presentation
The unaudited pro forma financial information below is based on estimates and assumptions. These estimates and assumptions are preliminary and have been made solely for purposes of developing this pro forma information. Unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if the acquisitions of ISS and CFRA had been consummated as of the dates indicated, nor is it necessarily indicative of the results of future operations. The pro forma financial information does not give effect to any cost savings or restructuring and integration costs that may result from the integration of ISS' business.
The table below sets forth a reconciliation of historical GAAP revenue, Adjusted EBITDA Expenses and Adjusted EBITDA to Pro Forma Revenue, Pro Forma Adjusted EBITDA Expenses and Pro Forma Adjusted EBITDA:
Table E
Three Months Ending June 30,
Adjusted
EBITDA Adjusted
Revenue Expenses EBITDA
---------- -------- --------
Q2 - 2007 - GAAP (1) $ 58,150 $40,342 $17,808
Add: CFRA Q2 2007 (3) 4,149 2,807 1,342
---------- -------- --------
Q2 - 2007 Proforma $ 62,299 $43,149 $19,150
========== ======== ========
Q2- 2008 GAAP $ 74,126 $50,383 $23,743
Pro forma Growth 19.0% 16.8% 24.0%
Six Months Ending June 30,
Adjusted
EBITDA Adjusted
Revenue Expenses EBITDA
---------- -------- --------
YTD - 2007 - GAAP (1) $110,515 $77,630 $32,885
Add: 11 days of ISS (2) 3,327 2,446 881
Add: CFRA YTD 2007 (3) 8,077 5,644 2,433
---------- -------- --------
YTD - 2007 Pro forma $121,919 $85,720 $36,199
========== ======== ========
YTD- 2008 GAAP $145,346 $98,400 $46,946
Pro forma Growth 19.2% 14.8% 29.7%
(1) Represents Historical GAAP results for the three months and six
months ending June 30, 2007.
(2) Unaudited results of ISS for the period of January 1, 2007 -
January 11, 2007.
(3) Unaudited results of CFRA for the three and six months ended June
30, 2007.
Historical GAAP Financial Statements
Tables F through H presents the historical GAAP financial statements of RiskMetrics Group as of and for the period ended June 30, 2008.
Table F
RISKMETRICS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share amounts)
December 31, June 30,
2007 2008
------------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 27,455 $108,237
Accounts receivable, net 37,010 58,046
Deferred tax asset 140 140
Income taxes receivable 8,300 9,091
Other receivables and prepaid expenses 5,910 7,634
------------- -----------
Total current assets 78,815 183,148
Intangibles--net 174,154 163,242
Goodwill 460,951 460,855
Property and equipment--net 16,225 16,004
Deferred financing costs 8,677 5,747
Other assets 4,361 1,831
------------- -----------
TOTAL ASSETS $ 743,183 $830,827
============= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 6,235 $ 7,274
Accrued expenses 34,189 28,032
Debt, current portion 3,000 741
Deferred revenue, current portion 100,557 114,789
Other current liabilities 227 237
------------- -----------
Total current liabilities 144,208 151,073
LONG-TERM LIABILITIES
Debt 419,750 289,878
Deferred tax liabilities 28,626 30,769
Deferred revenue 722 753
Other long-term liabilities 13,785 12,510
------------- -----------
Total liabilities $ 607,091 $484,983
------------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value--150,000,000
and 200,000,000 authorized at December
31, 2007 and June 30, 2008, respectively;
47,850,652 and 60,755,970 issued and
47,642,460 and 60,547,778 outstanding at
December 31, 2007 and June 30, 2008,
respectively $ 479 $ 608
Treasury stock--208,192 shares (2) (2)
Additional paid-in capital 217,355 420,910
Accumulated other comprehensive loss (7,262) (7,087)
Accumulated deficit (74,478) (68,585)
------------- -----------
Total stockholders' equity 136,092 345,844
------------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 743,183 $830,827
============= ===========
Table G
RISKMETRICS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2008
(UNAUDITED)
(In thousands, except share and per share amounts)
Three months ended Six months ended
June 30, June 30,
2007 2008 2007 2008
------------ ------------ ------------ ------------
REVENUES $ 58,150 $ 74,126 $ 110,515 $ 145,346
------------ ------------ ------------ ------------
OPERATING COSTS
AND EXPENSES:
Cost of revenues
(1) 19,368 23,176 35,961 45,880
Research and
development (1) 7,920 10,405 14,799 20,866
Selling and
marketing (1) 8,362 9,280 16,455 18,486
General and
administrative
(1) 6,437 9,538 12,956 18,743
Depreciation and
amortization of
property and
equipment 1,739 2,165 3,323 4,280
Amortization of
intangible
assets 4,434 5,456 8,623 10,912
Loss on disposal
of fixed assets 2 4 2 26
------------ ------------ ------------ ------------
Total
operating
costs and
expenses 48,262 60,024 92,119 119,193
------------ ------------ ------------ ------------
INCOME FROM
OPERATIONS 9,888 14,102 18,396 26,153
INTEREST,
DIVIDEND,
INVESTMENT, AND
OTHER INCOME
(EXPENSE), NET:
Interest,
dividend and
investment
income 400 618 884 1,241
Interest expense (9,335) (5,618) (17,723) (15,105)
Other expenses - - - (2,613)
------------ ------------ ------------ ------------
Total
interest,
dividend,
investment,
and other
income
(expense),
net (8,935) (5,000) (16,839) (16,477)
------------ ------------ ------------ ------------
INCOME BEFORE
PROVISION FOR
INCOME TAXES 953 9,102 1,557 9,676
PROVISION FOR
INCOME TAXES 497 3,556 812 3,783
------------ ------------ ------------ ------------
NET INCOME $ 456 $ 5,546 $ 745 $ 5,893
============ ============ ============ ============
INCOME PER SHARE:
Basic $ 0.01 $ 0.09 $ 0.02 $ 0.10
============ ========================= ============
Diluted $ 0.01 $ 0.08 $ 0.01 $ 0.09
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES
OUTSTANDING:
Basic 45,600,151 60,522,656 45,309,870 58,842,179
Diluted 53,878,411 68,046,927 53,589,319 66,428,885
(1) Includes stock-based Three months ended Six months ended
compensation expense of: June 30, June 30,
------------------- -------------------
2007 2008 2007 2008
--------- --------- --------- ---------
Cost of revenues $ 383 $ 440 $ 575 $ 1,998
Research and development
expenses 461 671 660 1,452
Selling and marketing
expenses 446 632 553 953
General and administrative
expenses 455 273 753 974
--------- --------- --------- ---------
Total stock-based compensation
expense $ 1,745 $ 2,016 $ 2,541 $ 5,377
========= ========= ========= =========
Table H
RISKMETRICS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2008
(UNAUDITED)
(Amounts in thousands)
2007 2008
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 745 $ 5,893
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of property
and equipment 3,323 4,280
Provision for bad debt 132 763
Amortization of intangible assets 8,623 10,912
Amortization of debt issuance costs 677 2,930
Stock-based compensation 2,541 5,377
Tax benefit associated with exercise of
stock options -- (1,458)
Loss on disposal of fixed assets 2 26
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 1,463 (21,650)
Increase in other receivables and prepaid
expenses (1,640) (1,732)
(Increase) decrease in other assets (402) (103)
Increase (decrease) in deferred revenue (943) 14,121
Decrease in income and deferred taxes 412 2,690
Increase (decrease) in trade accounts
payable (1,321) 939
Decrease in accrued expenses and other
liabilities (12,478) (4,485)
---------- ----------
Net cash provided by operating
activities 1,134 18,503
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (3,587) (3,992)
Cash paid to acquire Institutional Shareholder
Services Inc. ("ISS") and related acquisition
costs (net of cash acquired of $12,250) (471,793) --
Payment of acquired ISS acquisition related
costs (7,413) --
Purchase of investments (21,286) --
Payment for intangible asset -- (1,000)
Payment of deferred purchase price (89) (139)
Proceeds from sale of investments 68,235 --
---------- ----------
Net cash used in investing activities (435,933) (5,131)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt borrowings 425,000 --
Repayment of debt (750) (132,131)
Payment of debt issuance costs (10,074) --
Principal payments on capital lease
obligations (10) --
Gross proceeds from equity offering (Note 3) -- 197,400
Equity offering expenses -- (1,331)
Excess tax benefit associated with exercise of
stock options -- 1,458
Proceeds from exercise of stock options 4,659 2,959
---------- ----------
Net cash provided by financing
activities 418,825 68,355
---------- ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 121 (945)
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (15,853) 80,782
CASH AND CASH EQUIVALENTS--Beginning of period 37,313 27,455
---------- ----------
CASH AND CASH EQUIVALENTS--End of period $ 21,460 $ 108,237
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for interest $ 17,136 $ 10,064
========== ==========
Cash paid for taxes (net of refunds) $ 580 $ 880
========== ==========
NON CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock to purchase ISS $ 42,426 $ --
========== ==========
Issuance of stock options to purchase ISS $ 16,331 $ --
========== ==========
Retirement of treasury stock $ 103 $ --
========== ==========
Tax benefit associated with exercise of ISS
stock options $ 3,061 $ 596
========== ==========
Supplemental Information and Non-GAAP Reconciliations
The tables below set forth a reconciliation of GAAP costs of revenues, research and development, selling and marketing and general and administrative expenses to Adjusted EBITDA expenses and other operating expenses:
Table I
RISKMETRICS GROUP, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2007
(AMOUNTS IN THOUSANDS)
RISKMETRICS
GROUP, INC.
APRIL 1 TO JUNE STOCK BASED
30, 2007 COMPENSATION PRO FORMA
--------------- ------------- ---------
Revenues $ 58,150 $ - $ 58,150
--------------- ------------- ---------
Operating cost and expenses:
Cost of revenues 19,368 (383) 18,985
Research and development 7,920 (461) 7,459
Selling and marketing 8,362 (446) 7,916
General and administrative 6,437 (455) 5,982
--------------- ------------- --------
Total adjusted EBITDA
expenses 42,087 (1,745) 40,342
Depreciation and
amortization of property
and equipment 1,739 1,739
Amortization of intangible
assets 4,434 4,434
Loss on disposal of
property and equipment 2 - 2
--------------- ------------- ---------
Total other operating
expenses 6,175 1,745 7,920
--------------- ------------- ---------
Total operating expenses 48,262 - 48,262
--------------- ------------- ---------
Income from operations 9,888 - 9,888
Interest, dividend, investment
and other income (expense),
net
Interest, dividend and
investment income 600 600
Interest expense (9,535) (9,535)
Other expenses - - -
--------------- ------------- ---------
Interest, dividend, investment
and other income (expense),
net (8,935) - (8,935)
--------------- ------------- ---------
Income before provision for
income taxes 953 - 953
Provision for income taxes 497 - 497
--------------- ------------- ---------
Net income $ 456 $ - $ 456
=============== ============= =========
Table J
RISKMETRICS GROUP, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2007
(AMOUNTS IN THOUSANDS)
RISKMETRICS
GROUP, INC.
JANUARY 1 TO STOCK BASED
JUNE 30, 2007 COMPENSATION PRO FORMA
------------- ------------ ---------
Revenues $ 110,515 $ - $110,515
------------- ------------ ---------
Operating cost and expenses:
Cost of revenues 35,961 (575) 35,386
Research and development 14,799 (660) 14,139
Selling and marketing 16,455 (553) 15,902
General and administrative 12,956 (753) 12,203
------------- ------------ --------
Total adjusted EBITDA expenses 80,171 (2,541) 77,630
Depreciation and amortization
of property and equipment 3,323 - 3,323
Amortization of intangible
assets 8,623 - 8,623
Loss on disposal of property
and equipment 2 - 2
------------- ------------ ---------
Total other operating expenses 11,948 2,541 14,489
------------- ------------ ---------
Total operating expenses 92,119 - 92,119
------------- ------------ ---------
Income from operations 18,396 - 18,396
Interest, dividend, investment
and other income (expense), net
Interest, dividend and
investment income 1,155 - 1,155
Interest expense (17,994) - (17,994)
Other expenses - - -
------------- ------------ ---------
Interest, dividend, investment
and other income (expense), net (16,839) - (16,839)
------------- ------------ ---------
Income before provision for
income taxes 1,557 - 1,557
Provision for income taxes 812 - 812
------------- ------------ ---------
Net income $ 745 $ - $ 745
============= ============ =========
Table K
RISKMETRICS GROUP, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2008
(AMOUNTS IN THOUSANDS)
RISKMETRICS
GROUP, INC.
APRIL 1 TO JUNE PRO FORMA
30, 2008 ADJUSTMENTS PRO FORMA
--------------- ----------- ---------
Revenues $ 74,126 $ $74,126
--------------- ----------- ---------
Operating cost and expenses:
Cost of revenues 23,176 (440) 22,736
Research and development 10,405 (671) 9,734
Selling and marketing 9,280 (632) 8,648
General and administrative 9,538 (273) 9,265
--------------- ----------- -------
Total adjusted EBITDA
expenses 52,399 (2,016) 50,383
Depreciation and
amortization of property
and equipment 2,165 2,165
Amortization of intangible
assets 5,456 5,456
Loss on disposal of property
and equipment 4 - 4
--------------- ----------- ---------
Total other operating
expenses 7,625 2,016 9,641
--------------- ----------- ---------
Total operating expenses 60,024 - 60,024
--------------- ----------- ---------
Income from operations 14,102 - 14,102
Interest, dividend, investment
and other income (expense), net
Interest, dividend and
investment income 618 618
Interest expense (5,618) (5,618)
Other expenses - - -
--------------- ----------- ---------
Interest, dividend, investment
and other income (expense), net (5,000) - (5,000)
--------------- ----------- ---------
Income before provision for
income taxes 9,102 - 9,102
Provision for income taxes 3,556 - 3,556
--------------- ----------- ---------
Net income $ 5,546 $ - $ 5,546
=============== =========== =========
Table L
RISKMETRICS GROUP, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2008
(AMOUNTS IN THOUSANDS)
RISKMETRICS
GROUP, INC.
JANUARY 1 TO PRO FORMA
JUNE 30, 2008 ADJUSTMENTS PRO FORMA
------------- ------------ ---------
Revenues $ 145,346 $ - $ 145,346
------------- ------------ ---------
Operating cost and expenses:
Cost of revenues 45,880 (1,998) (A) 43,882
Research and development 20,866 (1,452) (A) 19,414
Selling and marketing 18,486 (953) (A) 17,533
General and administrative 18,743 (974) (A) 17,571
(198) (B)
------------- ------------ --------
Total adjusted EBITDA
expenses 103,975 (5,575) 98,400
Depreciation and
amortization of property
and equipment 4,280 4,280
Amortization of intangible
assets 10,912 10,912
Loss on disposal of
property and equipment 26 - 26
------------- ------------ ---------
Total other operating
expenses 15,218 5,575 20,793
------------- ------------ ---------
Total operating expenses 119,193 - 119,193
------------- ------------ ---------
Income from operations 26,153 - 26,153
Interest, dividend,
investment and other income
(expense), net
Interest, dividend and
investment income 1,241 1,241
Interest expense (15,105) (15,105)
Other expenses (2,613) - (2,613)
------------- ------------ ---------
Interest, dividend, investment
and other income (expense),
net (16,477) - (16,477)
------------- ------------ ---------
Income before provision for
income taxes 9,676 - 9,676
Provision for income taxes 3,783 - 3,783
------------- ------------ ---------
Net income $ 5,893 $ - $ 5,893
============= ============ =========
The following proforma adjustments are included in the preparation of the proforma statement of operations: (A): Reclassification of stock-based compensation from adjusted EBITDA expenses to other operating expenses. (B): Reclassification of non-recurring lease exit costs from adjusted EBITDA expenses to other operating expenses
CONTACT: RiskMetrics Group Inc.
Cheryl Gustitus
301-556-0538
cheryl.gustitus@riskmetrics.com
or
Sarah Cohn
212-354-4643
sarah.cohn@riskmetrics.com