10-Q
Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission file number 001-36180
 
CHEGG, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-3237489
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification no.)
3990 Freedom Circle
Santa Clara, CA, 95054
(Address of principal executive offices)
(408) 855-5700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
 (Do not check if a smaller reporting company)
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of October 31, 2015, the Registrant had 87,883,862 outstanding shares of Common Stock.
 


Table of Contents

TABLE OF CONTENTS
 
 
 
  
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
  
 
 
  
 
  
 
  
 
 
  
  
Unless the context requires otherwise, the words “we,” “us,” “our,” “Company” and “Chegg” refer to Chegg, Inc. and its subsidiaries taken as a whole.
“Chegg,” “Chegg.com,” “Chegg for Good,” “CourseRank,” “Cramster,” “InstaEDU,” "internships.com" “Zinch” and “#1 in Textbook Rentals” are some of our trademarks used in this Quarterly Report on Form 10-Q. Solely for convenience, our trademarks, trade names and service marks referred to in this Quarterly Report on Form 10-Q appear without the ®, ™ and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. Other trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.

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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plans to,” “if,” “future,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHEGG, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for number of shares and par value)
 
September 30, 2015
 
December 31, 2014
Assets
(unaudited)
 
*
Current assets
 
 
 
Cash and cash equivalents
$
80,941

 
$
56,117

Short-term investments
21,365

 
33,346

Accounts receivable, net of allowance for doubtful accounts of $271 and $559 at September 30, 2015 and December 31, 2014, respectively
9,323

 
14,396

Prepaid expenses
5,786

 
3,091

Other current assets
33,834

 
3,864

Total current assets
151,249

 
110,814

Long-term investments
2,935

 
1,451

Textbook library, net
44,642

 
80,762

Property and equipment, net
18,537

 
18,369

Goodwill
91,301

 
91,301

Intangible assets, net
9,511

 
13,626

Other assets
3,882

 
1,804

Total assets
$
322,057

 
$
318,127

Liabilities and stockholders' equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
11,982

 
$
10,945

Deferred revenue
46,081

 
24,591

Accrued liabilities
39,674

 
31,183

Total current liabilities
97,737

 
66,719

Long-term liabilities
 
 
 
Total other long-term liabilities
4,261

 
4,365

Total liabilities
101,998

 
71,084

Commitments and contingencies (Note 7)

 

Stockholders' equity:
 
 
 
Preferred stock, $0.001 par value – 10,000,000 shares authorized, no shares issued and outstanding at September 30, 2015 and December 31, 2014

 

Common stock, $0.001 par value 400,000,000 shares authorized at September 30, 2015 and December 31, 2014; 87,762,853 and 84,008,043 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
88

 
84

Additional paid-in capital
552,773

 
516,845

Accumulated other comprehensive loss
(89
)
 
(13
)
Accumulated deficit
(332,713
)
 
(269,873
)
Total stockholders' equity
220,059

 
247,043

Total liabilities and stockholders' equity
$
322,057

 
$
318,127

* Derived from audited consolidated financial statements as of and for the year ended December 31, 2014.
See Notes to Condensed Consolidated Financial Statements

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CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Net revenues:
 
 
 
 


 


Rental
$
22,703

 
$
38,923

 
$
93,199

 
$
128,036

Services
33,358

 
23,408

 
94,001

 
59,253

Sales
25,225

 
19,201

 
46,019

 
33,128

Total net revenues
81,286

 
81,532

 
233,219

 
220,417

Cost of revenues:
 
 
 
 


 


Rental
27,080

 
43,503

 
86,873

 
121,088

Services
10,377

 
8,218

 
32,189

 
20,786

Sales
24,263

 
16,560

 
44,407

 
30,488

Total cost of revenues
61,720

 
68,281

 
163,469

 
172,362

Gross profit
19,566

 
13,251

 
69,750

 
48,055

Operating expenses:
 
 
 
 
 
 
 
Technology and development
15,664

 
13,490

 
45,076

 
36,999

Sales and marketing
16,211

 
23,453

 
49,985

 
53,297

General and administrative
12,060

 
10,986

 
35,780

 
31,480

Restructuring charges
342

 

 
3,320

 

Gain on liquidation of textbooks
(909
)
 
(2,044
)
 
(2,649
)
 
(5,844
)
Total operating expenses
43,368

 
45,885

 
131,512

 
115,932

Loss from operations
(23,802
)
 
(32,634
)
 
(61,762
)
 
(67,877
)
Interest expense and other income, net:
 
 
 
 
 
 
 
Interest expense, net
(61
)
 
(67
)
 
(182
)
 
(255
)
Other income, net
85

 
541

 
217

 
817

Total interest expense and other income, net
24

 
474

 
35

 
562

Loss before provision for (benefit from) income taxes
(23,778
)
 
(32,160
)
 
(61,727
)
 
(67,315
)
Provision for (benefit from) income taxes
389

 
281

 
1,113

 
(869
)
Net loss
$
(24,167
)
 
$
(32,441
)
 
$
(62,840
)
 
$
(66,446
)
Net loss per share, basic and diluted
$
(0.28
)
 
$
(0.39
)
 
$
(0.73
)
 
$
(0.80
)
Weighted average shares used to compute net loss per share, basic and diluted
87,706

 
83,688

 
86,419

 
82,963

See Notes to Condensed Consolidated Financial Statements


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CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Net loss
$
(24,167
)
 
$
(32,441
)
 
$
(62,840
)
 
$
(66,446
)
Other comprehensive (loss) income:
 
 
 
 
 
 
 
Change in unrealized gain (loss) on available for sale investments, net of tax
16

 
(18
)
 
21

 
20

Change in foreign currency translation adjustments
(119
)
 
(11
)
 
(97
)
 
(15
)
Other comprehensive (loss) income:
(103
)
 
(29
)
 
(76
)
 
5

Total comprehensive loss
$
(24,270
)
 
$
(32,470
)
 
$
(62,916
)
 
$
(66,441
)
See Notes to Condensed Consolidated Financial Statements.


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CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended 
 September 30,
 
2015
 
2014
Cash flows from operating activities
 
 
 
Net loss
$
(62,840
)
 
$
(66,446
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Textbook library depreciation expense
36,838

 
54,220

Other depreciation and amortization expense
9,180

 
7,823

Share-based compensation expense
31,784

 
27,205

Gain on liquidation of textbooks
(2,649
)
 
(5,844
)
Loss from write-offs of textbooks
4,534

 
10,133

Deferred income taxes

 
(1,626
)
Other non-cash items
790

 
650

Change in assets and liabilities net of effect of acquisition of businesses:
 
 
 
Accounts receivable
(399
)
 
(3,633
)
Prepaid expenses and other current assets
(32,503
)
 
(8,356
)
Other assets
(204
)
 
(147
)
Accounts payable
1,977

 
(319
)
Deferred revenue
21,490

 
49,528

Accrued liabilities
10,310

 
4,826

Other liabilities
(194
)
 
(12
)
Net cash provided by operating activities
18,114

 
68,002

Cash flows from investing activities
 
 
 
Purchases of textbooks
(32,226
)
 
(99,469
)
Proceeds from liquidations of textbooks
34,230

 
40,175

Purchases of marketable securities
(19,975
)
 
(63,872
)
Proceeds from sale of marketable securities
350

 
42,708

Maturities of marketable securities
29,989

 
38,230

Purchases of property and equipment
(5,884
)
 
(3,807
)
Acquisition of businesses, net of cash acquired

 
(43,872
)
Purchase of strategic equity investment
(2,019
)
 

Net cash provided by (used in) investing activities
4,465

 
(89,907
)
Cash flows from financing activities
 
 
 
Common stock issued under stock plans, net
12,588

 
2,001

Payment of taxes related to the net share settlement of RSUs
(8,080
)
 
(3,774
)
Repurchase of common stock
(2,263
)
 

Net cash provided by (used in) financing activities
2,245

 
(1,773
)
Net increase (decrease) in cash and cash equivalents
24,824

 
(23,678
)
Cash and cash equivalents, beginning of period
56,117

 
76,864

Cash and cash equivalents, end of period
$
80,941

 
$
53,186

 
 
 
 
Supplemental cash flow data:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
76

 
$
88

Income taxes
$
686

 
$
518

Non-cash investing and financing activities:
 
 
 
Accrued purchases of long-lived assets
$
999

 
$
6,736

Issuance of common stock related to prior acquisition
$
825

 
$
1,585

See Notes to Condensed Consolidated Financial Statements.

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CHEGG, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Background and Basis of Presentation

Company and Background

Chegg, Inc. (Chegg, the Company, we, us, or our), headquartered in Santa Clara, California, was incorporated as a Delaware corporation on July 29, 2005. Chegg is the leading student-first connected learning platform, empowering students to take control of their education to save time, save money, and get smarter. We are driven by our passion to help students become active consumers in the educational process. Our integrated platform offers products and services that students need throughout the college lifecycle, from choosing a college through graduation and beyond. By helping students learn more in less time and at a lower cost, we help them improve the overall return on investment in education. In 2014, nearly 7.5 million students used our platform.  

Basis of Presentation

The accompanying condensed consolidated balance sheet as of September 30, 2015, the condensed consolidated statements of operations and the condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2015 and 2014, the condensed consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014, and the related footnote disclosures are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position as of September 30, 2015, our results of operations for the three and nine months ended September 30, 2015 and 2014, and cash flows for the nine months ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015 and cash flows for the nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year.

We operate in a single segment. Our fiscal year ends on December 31 and in this report we refer to the year ended December 31, 2014 as 2014.

The condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2014 (the Annual Report on Form 10-K) filed with the U.S. Securities and Exchange Commission (SEC).

Except for restructuring charges and strategic investments, which are discussed below, there have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10-K.

We have presented revenue and cost of revenues separately for rental, service and sale beginning with our Annual Report on Form 10-K. Rental revenue includes the rental of print textbooks for which we take title and bear the risk of loss; service revenue includes Chegg Study, brand advertising, eTextbooks, tutoring, enrollment marketing, and commissions we earn from Ingram and other e-commerce partners; sale revenue includes just-in-time sale of print textbooks and the sale of other required materials. We have reclassified amounts in the prior periods to conform to the current period presentation. None of the changes impact previously reported condensed consolidated revenue, cost of revenue, operating income, or earnings per share.


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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (U.S. GAAP) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenue and expenses during the reporting periods. Significant estimates, assumptions and judgments are used for, but not limited to: revenue recognition, recoverability of accounts receivable, determination of the useful lives and salvage value assigned to our textbook library, restructuring charges, share-based compensation expense including estimated forfeitures, accounting for income taxes, useful lives assigned to long-lived assets for depreciation and amortization, impairment of goodwill and long-lived assets, and the valuation of acquired intangible assets. We base our estimates on historical experience, knowledge of current business conditions and various other factors we believe to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ from these estimates, and such differences could be material to our financial position and results of operations.

Restructuring Charges

Restructuring charges are primarily comprised of severance costs, contract and program termination costs, asset impairments and costs of facility consolidation and closure. Restructuring charges are recorded upon approval of a formal management plan and are included in the operating results of the period in which such plan is approved and the expense becomes estimable. To estimate restructuring charges, management utilizes assumptions of the number of employees that would be involuntarily terminated and of future costs to operate and eventually vacate duplicate facilities. Severance and other employee separation costs are accrued when it is probable that benefits will be paid and the amount is reasonably estimable. The rates used in determining severance accruals are based on our policies and practices and negotiated settlements. Restructuring charges for employee workforce reductions are recorded upon employee notification for employees whose required continuing service period is 60 days or less and ratably over the employee’s continuing service period for employees whose required continuing service period is greater than 60 days.

Strategic Investments

We have entered into an equity investment in a privately-held business to achieve certain strategic business objectives. Our investment in equity securities of this privately-held business is accounted for under the cost method. We periodically review these investments for other-than-temporary declines in fair value based on the specific identification method and write down investments when an other-than-temporary decline has occurred. Any fair value estimates are made based on consideration of the current cash position, recent operational performance, and forecasts of the investees.

Recent Accounting Pronouncements

There have been no material changes to recent accounting pronouncements as compared to recent accounting pronouncements described in our Annual Report on Form 10-K.


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Note 2. Net Loss Per Share

Basic net loss per share is computed by dividing net loss by weighted-average number of shares of common stock outstanding during the period, less weighted-average unvested common stock subject to repurchase or forfeiture. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, warrants, restricted stock units (RSUs) and performance-based restricted stock units (PSUs), to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share amounts):
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
Net loss
$
(24,167
)
 
$
(32,441
)
 
$
(62,840
)
 
$
(66,446
)
Denominator:
 
 
 
 
 
 
 
Weighted-average common shares outstanding
87,706

 
83,704

 
86,419

 
83,010

Less: Weighted-average unvested common shares subject to repurchase or forfeiture

 
(16
)
 

 
(47
)
Weighted-average common shares used in computing basic and diluted net loss per share
87,706

 
83,688

 
86,419

 
82,963

 
 
 
 
 
 
 
 
Net loss per share, basic and diluted.
$
(0.28
)
 
$
(0.39
)
 
$
(0.73
)
 
$
(0.80
)

The following potential shares of common stock outstanding were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have been anti-dilutive (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Options to purchase common stock
8,156

 
13,936

 
11,744

 
14,592

RSUs and PSUs
317

 
334

 
159

 
355

Employee stock purchase plan
6

 

 
14

 

Common stock subject to repurchase or forfeiture

 
9

 

 
9

Warrants to purchase common stock
200

 
996

 
335

 
996

Total common stock equivalents
8,679

 
15,275

 
12,252

 
15,952



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Note 3. Cash and Cash Equivalents, Investments and Restricted Cash

The following table shows our cash and cash equivalents, restricted cash and investments’ adjusted cost, unrealized gain (loss) and fair value (in thousands) as of September 30, 2015 and December 31, 2014:
 
 
September 30, 2015
 
December 31, 2014
 
Cost
 
Net Unrealized Gain/(Loss)
 
Fair Value
 
Cost
 
Net Unrealized Gain/(Loss)
 
Fair Value
Cash and cash equivalents:
 
 
 
 
 
 
 
 
 
 
 
Cash
$
69,083

 
$

 
$
69,083

 
$
49,836

 
$

 
$
49,836

Money market funds
10,108

 

 
10,108

 
5,828

 

 
5,828

Commercial paper
1,750

 

 
1,750

 
453

 

 
453

Total cash and cash equivalents
$
80,941

 
$

 
$
80,941

 
$
56,117

 
$

 
$
56,117

Short-term investments:
 
 
 
 
 
 
 
 
 
 
 
Commercial paper
$
6,948

 
$

 
$
6,948

 
$
13,435

 
$

 
$
13,435

Corporate securities
14,415

 
2

 
14,417

 
18,426

 
(15
)
 
18,411

Certificate of deposit

 

 

 
1,499

 
1

 
1,500

Total short-term investments
$
21,363

 
$
2

 
$
21,365

 
$
33,360

 
$
(14
)
 
$
33,346

Long-term investments:
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
$
1,937

 
$
(5
)
 
$
1,932

 
$
1,453

 
$
(2
)
 
$
1,451

Agency bond
1,001

 
2

 
1,003

 

 

 

Long-term corporate securities
$
2,938

 
$
(3
)
 
$
2,935

 
$
1,453

 
$
(2
)
 
$
1,451

 
 
 
 
 
 
 
 
 
 
 
 
Short-term restricted cash
$
300

 
$

 
$
300

 
$
300

 
$

 
$
300

Long-term restricted cash
1,480

 

 
1,480

 
1,480

 

 
1,480

Total restricted cash
$
1,780

 
$

 
$
1,780

 
$
1,780

 
$

 
$
1,780

 
The amortized cost and fair value of available-for-sale investments as of September 30, 2015 by contractual maturity were as follows (in thousands):

 
Cost
 
Fair Value
Due in 1 year or less
$
23,113

 
$
23,115

Due in 1-2 years
2,938

 
2,935

Investments not due at a single maturity date
10,108

 
10,108

Total
$
36,159

 
$
36,158

 
Investments not due at a single maturity date in the preceding table consist of money market fund deposits and commercial paper.

As of September 30, 2015, we considered the declines in market value of our investment portfolio to be temporary in nature and did not consider any of our investments to be other-than-temporarily impaired. We typically invest in highly-rated securities with a minimum credit rating of A- and a weighted average maturity of three months, and our investment policy generally limits the amount of credit exposure to any one issuer. The policy requires investments generally to be investment grade, with the primary objective of preserving capital and maintaining liquidity. Fair values were determined for each individual security in the investment portfolio. When evaluating an investment for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates and our intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s cost basis. During the nine months ended September 30, 2015, we did not recognize any impairment charges.


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Strategic Investment

During the three months ended September 30, 2015 we invested $2.0 million in a third party to expand our customer reach. This investment is included in other assets on our condensed consolidated balance sheet. We did not record other-than-temporary impairment charges on this investment during the three and nine months ended September 30, 2015 as there were no significant identified events or changes in circumstances that would be considered an indicator for impairment.

Note 4. Fair Value Measurement

We have established a fair value hierarchy used to determine the fair value of our financial instruments as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3—Inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value; the inputs require significant management judgment or estimation.

A financial instrument’s classification within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Financial instruments measured and recorded at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 are classified based on the valuation technique level in the tables below (in thousands):
 
 
September 30, 2015
 
Total
 
Quoted Prices
in Active
Markets for Identical
Assets
(Level 1)
 
Significant
Other Observable
Inputs (Level 2)
Assets:
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market funds
$
10,108

 
$
10,108

 
$

Commercial paper
1,750

 

 
1,750

Short-term investments:
 
 
 
 
 
Commercial paper
6,948

 

 
6,948

Corporate securities
14,417

 

 
14,417

Long-term investments:
 
 
 
 
 
Corporate securities
1,932

 

 
1,932

Agency bond
1,003

 

 
1,003

Total assets measured and recorded at fair value
$
36,158

 
$
10,108

 
$
26,050



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December 31, 2014
 
Total
 
Quoted Prices
in Active
Markets for Identical
Assets
(Level 1)
 
Significant 
Other Observable 
Inputs (Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
5,828

 
$
5,828

 
$

 
$

Commercial paper
453

 

 
453

 

Short-term investments:
 
 
 
 
 
 
 
Commercial paper
13,435

 

 
13,435

 

Corporate securities
18,411

 

 
18,411

 

Certificate of deposit
1,500

 

 
1,500

 

Long-term investments, corporate securities
1,451

 

 
1,451

 
 

Total assets measured and recorded at fair value
$
41,078

 
$
5,828

 
$
35,250

 
$

Liabilities:
 
 
 
 
 
 
 
Put option liability
$
1,079

 
$

 
$

 
$
1,079

 
We value our marketable securities based on quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. We classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques.

The put option liability (Level 3) related to a previous acquisition that provided certain employees of the acquired company with the right to require us to acquire vested common shares at a stated contractual price had been fully exercised and the shares were repurchased from employees in the first quarter of 2015. We no longer hold any Level 3 assets or liabilities as of September 30, 2015.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 
Note 5. Intangible Assets

Intangible assets as of September 30, 2015 and December 31, 2014 consist of the following (in thousands, except weighted-average amortization period):
 
September 30, 2015
 
Weighted-Average Amortization
Period
(in months)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Developed technologies
52

 
$
9,417

 
$
(6,467
)
 
$
2,950

Customer lists
20

 
2,820

 
(2,145
)
 
675

Trade names
48

 
2,343

 
(773
)
 
1,570

Non-compete agreements
28

 
1,220

 
(695
)
 
525

Master service agreements
21

 
1,030

 
(839
)
 
191

Indefinite-lived trade name

 
3,600

 

 
3,600

Total intangible assets
 
 
$
20,430

 
$
(10,919
)
 
$
9,511


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Table of Contents

 
 
December 31, 2014
 
Weighted-Average Amortization
Period
(in months)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Impairment
 
Net
Carrying
Amount
Developed technologies
50

 
$
9,792

 
$
(5,000
)
 
$
(194
)
 
$
4,598

Customer lists
15

 
4,363

 
(1,816
)
 
(829
)
 
1,718

Trade names
44

 
3,132

 
(1,085
)
 
(39
)
 
2,008

Non-compete agreements
21

 
1,637

 
(421
)
 
(278
)
 
938

Master service agreements
21

 
1,030

 
(266
)
 

 
764

Corporate partnerships
0

 
243

 
(31
)
 
(212
)
 

Indefinite-lived trade name

 
3,600

 

 

 
3,600

Total intangible assets
 
 
$
23,797

 
$
(8,619
)
 
$
(1,552
)
 
$
13,626


During the three and nine months ended September 30, 2015, amortization expense related to our acquired intangible assets totaled approximately $1.1 million and $4.1 million, respectively. During the three and nine months ended September 30, 2014, amortization expense related to our acquired intangible assets totaled approximately $1.7 million and $3.3 million, respectively.

As of September 30, 2015, the estimated future amortization expense related to our finite-lived intangible assets is as follows (in thousands):
Remaining three months of 2015
$
647

2016
2,238

2017
1,701

2018
1,018

2019
307

Total
$
5,911


Note 6. Debt Obligations

In August 2013, we entered into a revolving credit facility with an aggregate principal amount of $50.0 million (the Revolving Credit Facility).  In June 2014, we amended the Revolving Credit Facility to reduce the aggregate principal amount to $40.0 million with an accordion feature that, subject to certain financial criteria, allows us to borrow up to a total of $65.0 million. In August 2015, we amended the Revolving Credit Facility to reduce the financial covenant consolidated EBITDA requirements beginning the quarter ended June 30, 2015 and to reduce the aggregate principal amount to $30.0 million with an accordion feature that, subject to certain financial criteria, allows us to borrow up to a total of $55.0 million beginning the quarter ended December 31, 2015. The Revolving Credit Facility carries, at our election, a base interest rate of the greater of the Federal Funds Rate plus 0.5% or one-month LIBOR plus 1% or a LIBOR based interest rate plus additional interest of up to 4.5% depending on our leverage ratio. The Revolving Credit Facility will expire in August 2016. The Revolving Credit Facility requires us to repay the outstanding balance at expiration, or to prepay the outstanding balance, if certain reporting and financial covenants are not maintained. These financial covenants are as follows: (1) maintain specified quarterly levels of consolidated EBITDA, which is defined as net income (loss) before tax plus interest expense, provision for (benefit from) income taxes, depreciation and amortization expense, non-cash share-based compensation expense and costs and expenses not to exceed $2.0 million in closing fees related to the revolving credit facility; and (2) maintain a leverage ratio greater than 1.5 to 1.0 as of the end of each quarter, based on the ratio of the consolidated outstanding debt balance to consolidated EBITDA for the period of the four fiscal quarters most recently ended. As of September 30, 2015, we were in compliance with these financial covenants.


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Note 7. Commitments and Contingencies

We lease our office and warehouse facilities under operating leases, which expire at various dates through 2021. Our primary operating lease commitments at September 30, 2015 related to our headquarters in Santa Clara, California, our office in San Francisco, California, and our warehouse in Shepherdsville, Kentucky. We recognize rent expense on a straight-line basis over the lease period. Where leases contain escalation clauses, rent abatements, or concessions, such as rent holidays and landlord or tenant incentives or allowances, we apply them in the determination of straight-line rent expense over the lease term. On April 10, 2015, we signed an agreement to sublease effectively one half of our warehouse in Kentucky. We expect this sublease agreement to generate $0.1 million of sublease income per month through the end of November 2016. Rental expense, net of sublease income, was approximately $0.6 million and $2.0 million in the three and nine months ended September 30, 2015, respectively, and $0.9 million and $2.5 million in the three and nine months ended September 30, 2014, respectively.

From time to time, third parties may assert patent infringement claims against us in the form of letters, litigation, or other forms of communication. In addition, from time to time, we may be subject to other legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks, copyrights and other intellectual property rights; employment claims; and general contract or other claims. We may, from time to time, also be subject to various legal or government claims, disputes, or investigations. Such matters may include, but not be limited to, claims, disputes, or investigations related to warranty, refund, breach of contract, employment, intellectual property, government regulation, or compliance or other matters.

In July 2010, the Kentucky Tax Authority issued a property tax assessment of approximately $1.0 million related to our textbook library located in our Kentucky warehouse for the 2009 and 2010 tax years under audit. In March 2011, we filed a protest with the Kentucky Board of Tax Appeals that was rejected in March 2012. In September 2012, we filed a complaint seeking declaratory rights against the Commonwealth of Kentucky in the Bullitt Circuit Court of Kentucky, and that case was subsequently dismissed in favor of administration remedies with the Kentucky Tax Authority. We received a final Notice of Tax due in October 2012 from the Kentucky Tax Authority and we appealed this notice in November 2012 with the Kentucky Board of Tax Appeals. In May 2013, we presented an Offer in Judgment to the Kentucky Tax Authority of approximately $150,000, excluding tax and penalties, an amount that we have accrued for the two years under audit. We accrued this amount as of December 31, 2012. We appealed to the Kentucky Board of Tax Appeals in July 2013 and the Board issued a ruling in favor of the Kentucky Department of Revenue in January 2014 maintaining the property tax assessment. In February 2014, we filed an appeal to the Franklin Circuit Court in Kentucky and in June 2014 the Circuit Court held in abeyance our motion to appeal. In October 2014 the Franklin Circuit Court in Kentucky issued its opinion and order reversing the Board of Tax Appeal's decision, setting aside the Kentucky Department of Revenue's tax assessments against us and further vacating all penalties and interest. The Kentucky Department of Revenue has appealed the Circuit Court ruling. Due to the preliminary status of the appeal by the Kentucky Department of Revenue and the uncertainties related to the appeal, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this matter on our financial condition, results of operations, or cash flows.

We are not aware of any other pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our consolidated financial position, results of operations, or cash flows. However, our determination of whether a claim will proceed to litigation cannot be made with certainty, nor can the results of litigation be predicted with certainty. Nevertheless, defending any of these actions, regardless of the outcome, may be costly, time consuming, distract management personnel, and have a negative effect on our business. An adverse outcome in any of these actions, including a judgment or settlement, may cause a material adverse effect on our future business, operating results, and/or financial condition.

Note 8. Guarantees and Indemnifications

We have agreed to indemnify our directors and officers for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon termination of employment, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. We have a directors’ and officers’ insurance policy that limits our potential exposure up to the limits of our insurance coverage. In addition, we also have other indemnification agreements with various vendors against certain claims, liabilities, losses, and damages. The maximum amount of potential future indemnification is unlimited.

We believe the fair value of these indemnification agreements is minimal. We have not recorded any liabilities for these agreements as of September 30, 2015.

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Note 9. Stockholders' Equity

Share-Based Compensation

Total share-based compensation expense recorded for employees and non-employees, is as follows (in thousands):
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Cost of revenues
$
103

 
$
160

 
$
318

 
$
472

Technology and development
3,464

 
3,235

 
9,444

 
8,252

Sales and marketing
126

 
4,476

 
6,214

 
8,071

General and administrative
5,240

 
3,923

 
15,808

 
10,410

Total share-based compensation expense
$
8,933

 
$
11,794

 
$
31,784

 
$
27,205

 
Fair Value of Stock Options

We estimate the fair value of each stock option award using the Black-Scholes-Merton option-pricing model, which utilizes the estimated fair value of our common stock and requires input on the following subjective assumptions:

Expected Term — The expected term for options granted to employees, officers, and directors is calculated as the midpoint between the vesting date and the end of the contractual term of the options. The expected term for options granted to consultants is determined using the remaining contractual life.

Expected Volatility — The expected volatility is based on the average volatility of public companies within our peer group as our common stock has not been publicly trading for a long enough period to rely on our own expected volatility.

Expected Dividends — The dividend assumption is based on our historical experience. To date we have not paid any dividends on our common stock.

Risk-Free Interest Rate — The risk-free interest rate used in the valuation method is the implied yield currently available on the United States treasury zero-coupon issues, with a remaining term equal to the expected life term of our options.

The following table summarizes the key assumptions used to determine the fair value of our stock options granted to employees, officers and directors:
 
Nine Months Ended 
 September 30,
 
2015
 
2014
Expected term (years)
5.50

 
6.07

Expected volatility
50.68
%
 
56.15
%
Dividend yield
%
 
%
Risk-free interest rate
1.75
%
 
1.91
%
Weighted-average grant-date fair value per share
$
3.63

 
$
3.82


No stock option awards were granted to employees in the three months ended September 30, 2015 and September 30, 2014.


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Table of Contents

Fair Value of Restricted Stock Units (RSUs) and of Performance-Based Restricted Stock Units (PSUs)

RSUs and PSUs are converted into shares of our common stock upon vesting on a one-for-one basis. Vesting of RSUs is subject to the employee’s continuing service to us, while vesting of PSUs is subject to our achievement of specified corporate financial performance objectives in addition to the employee's continuing service to us. The compensation expense related to RSUs and PSUs is determined using the fair value of our common stock on the date of grant and the expense is recognized on a straight-line basis over the vesting period. RSUs are typically fully vested at the end of three or four years while PSUs vest subject to the achievement of performance objectives and if achieved, typically vest over two to three years. We assess the achievement of performance objectives on a quarterly basis and adjust our share-based payment expense as appropriate.

Fair Value of Employee Stock Purchase Plan
 
Under the 2013 Employee Stock Purchase Plan (the 2013 ESPP), rights to purchase shares are generally granted during the second and fourth quarter of each year. The fair value of rights granted under the 2013 ESPP was estimated at the date of grant using the Black-Scholes-Merton option-pricing model.

Stock Option Activity

Stock option activity under our equity incentive plans was as follows:
 
Options Outstanding
 
Number of
Options
Outstanding
 
Weighted-
Average
Exercise
Price per
Share
 
Weighted-Average Remaining Contractual Term in Years
 
Aggregate
Intrinsic
Value
Balance at December 31, 2014
14,962,099

 
$
8.53

 
7.11
 
$
6,646,629

Granted
165,456

 
7.65

 
 
 
 
Exercised
(1,735,179
)
 
6.45

 
 
 
 
Canceled
(860,706
)
 
9.96

 
 
 
 
Balance at September 30, 2015
12,531,670

 
$
8.71

 
6.70
 
$
6,124,172


As of September 30, 2015, our total unrecognized compensation expense for stock options granted to employees, officers, directors, and consultants was approximately $13.6 million, which will be recognized over a weighted-average vesting period of approximately 1.2 years.

We recognize only the portion of the stock options granted to employees that is ultimately expected to vest as compensation expense. Estimated forfeitures are determined based on historical data and management’s expectation of exercise behaviors. Forfeiture rates and the resulting compensation expense are revised in subsequent periods if actual forfeitures differ from the estimate.

No stock options were granted to consultants during the three and nine months ended September 30, 2015 and 2014. Total share-based compensation expense for consultants was not significant for the three and nine months ended September 30, 2015 and 2014.

There was no capitalized share-based compensation expense as of September 30, 2015 or 2014.


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Table of Contents

RSU and PSU Activity
 
 
RSUs and PSUs Outstanding
 
Number of RSUs and PSUs
Outstanding
 
Weighted 
Average Grant Date 
Fair Value
Balance at December 31, 2014
9,125,190

 
$
6.25

Granted
7,478,370

 
6.86

Released
(2,513,184
)
 
7.78

Canceled
(891,798
)
 
6.54

Balance at September 30, 2015
13,198,578

 
$
6.28


In February 2015, we granted PSUs under the 2013 Equity Incentive Plan (2013 Plan) to certain of our key employees. The PSUs entitle the employees to receive a certain number of shares of our common stock based on our satisfaction of certain financial and strategic performance targets during 2015 (the Performance Period). Based on the achievement of the performance conditions during the Performance Period for the February 2015 grants, the final settlement will range between zero and 100% of the target shares underlying the PSU awards based on a specified objective formula approved by the Compensation Committee of the Board of Directors.  If earned, these PSUs will vest annually over a two or three year period depending on the employee, with the initial vesting in February 2016.

The target number of shares underlying the PSUs that were granted to certain key employees during the nine months ended September 30, 2015 totaled 2,300,824 shares and had a weighted average grant date fair value of $6.59 per share. No PSUs were granted in the three months ended September 30, 2015. As of September 30, 2015, we expect the performance objectives associated with these PSUs to meet the minimum threshold needed to vest.
 
As of September 30, 2015, we had a total of approximately $47.7 million of unrecognized compensation costs related to RSUs and PSUs that is expected to be recognized over the remaining weighted average period of 1.6 years.

Note 10. Income Taxes

We recorded an income tax provision of approximately $0.4 million and $1.1 million for the three and nine months ended September 30, 2015, respectively, and an income tax provision of approximately $0.3 million and an income tax benefit of $0.9 million for the three and nine months ended September 30, 2014, respectively. The income tax provision for the three and nine months ended September 30, 2015 was primarily due to state and foreign income tax expense and federal tax expense related to the tax amortization of acquired goodwill. The income tax provision in the three months ended September 30, 2014 was the result of foreign and state income tax expense. The income tax benefit in the nine months ended September 30, 2014, was primarily the result of the release of valuation allowance resulting from our acquisition of InstaEDU, offset by foreign and state income taxes.


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Table of Contents

Note 11. Restructuring Charges

2015 Restructuring Plan

For the three and nine months ended September 30, 2015, we recorded restructuring charges of $0.3 million and $3.3 million, respectively, related to the exit from our print coupon business and our Kentucky warehouse. The charges include one-time employee termination benefits for approximately 71 employees of $0.6 million and $1.8 million during the three and nine months ended September 30, 2015, respectively, a lease termination and other costs credit of $0.3 million during the three months ended September 30, 2015, and lease termination and other costs of $1.5 million for the nine months ended September 30, 2015. As a result of the expanded partnership with Ingram, we expect to exit our warehouse facilities by the end of 2015. We expect to incur charges in 2015 under the restructuring plan related to these exit activities and related severance costs of approximately $4.0 million. Costs incurred to date related to employee termination benefits are expected to be paid within the next three months. Costs incurred to date related to the lease termination and other costs are expected to be fully paid by 2021.

The following table summarizes the activity related to the accrual for restructuring charges (in thousands):
 
Workforce Reduction Costs
 
Lease Termination and Other Costs
 
Total
Balances at January 1, 2015
$

 
$

 
$

Restructuring charges
1,774

 
1,546

 
3,320

Cash payments
(628
)
 
(483
)
 
(1,111
)
Write-offs

 
(331
)
 
(331
)
Balances at September 30, 2015
$
1,146

 
$
732

 
$
1,878


As of September 30, 2015, the $1.9 million liability was comprised of a short-term accrual of $1.6 million included within accrued liabilities and a long-term accrual of $0.3 million included within other liabilities on the condensed consolidated balance sheet.

Note 12. Related-Party Transactions

Our Chief Executive Officer is a member of the Board of Directors of Adobe Systems Incorporated (Adobe). During the three and nine months ended September 30, 2015, we had purchases of $1.1 million and $2.0 million, respectively, and during the three and nine months ended September 30, 2014, we had purchases of $0.4 million and $0.8 million, respectively, of products from Adobe. We had $0.1 million in revenues in the nine months ended September 30, 2015 and $1.0 million in revenues in the nine months ended September 30, 2014, respectively, from Adobe. We had $0.4 million and $0.1 million in payables as of September 30, 2015 and December 31, 2014, respectively, to Adobe.

One of our board members is also a member of the Board of Directors of Cengage Learning, Inc. (Cengage).  During the three and nine months ended September 30, 2015, we had purchases of $2.9 million and $9.1 million, respectively, and during the three and nine months ended September 30, 2014, we had purchases of $4.7 million and $10.8 million, respectively, of products from Cengage.  We had $0.1 million in revenues from Cengage in both the three and nine months ended September 30, 2015. We had $1.1 million and $0.1 million in payables as of September 30, 2015 and December 31, 2014, respectively, to Cengage. We had $0.1 million in outstanding accounts receivables to Cengage as of December 31, 2014.

One of our board members is the Chief Executive Officer of Shutterfly Inc. (Shutterfly). During the nine months ended September 30, 2015, we had purchases of $1.1 million of products from Shutterfly. We had $0.1 million in revenues in both the three and nine months ended September 30, 2015 and an immaterial amount and $0.1 million in revenues in the three and nine months ended September 30, 2014, respectively, from Shutterfly.

One of our board members is also a member of the Board of Directors of Synack Inc. (Synack). During the three and nine months ended September 30, 2015, we had purchases of $0.1 million of services from Synack.

The terms of our contracts with the above related parties are consistent with our contracts with other independent parties.


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Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included in Part I, Item 1, “Financial Information” of this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K. In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See the “Note about Forward-Looking Statements” for additional information. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, “Risk Factors.”

Overview

Chegg is the leading student-first connected learning platform. Our goal is to help students transition from high school to college to career, with a view to improving student outcomes. We help students find the right college to accomplish their goals, get better grades and test scores while in school and find internships that allow them to gain valuable skills to help them enter the workforce after college. By helping students learn more in less time and at a lower cost, we are improving the overall return on investment in education.

We match domestic and international students with colleges, universities and other academic institutions (collectively referred to as colleges) in the United States. Students get help finding the best fit school for them and colleges are able to reach the best candidates at a fraction of the cost of traditional marketing. Once in college, we provide a range of products and services to help students save time, save money and get smarter. We offer an extensive print textbook library for rent and sale both on our own and through our strategic partnership with Ingram, which we discuss in more detail below. We rent and sell eTextbooks. Students can subscribe to our digital services, such as Chegg Study, which provides Textbook Solutions and Q&A, helping students with their course work. When students are really stuck, they can reach a live tutor online, anytime, and anywhere through our Chegg Tutors service. Finally, we provide access to internships to help students gain skills which are critical to securing their first job.

To deliver services to students, we partner with a variety of third parties. We work with colleges who rely on us to help shape their incoming classes. We source print textbooks, eTextbooks and supplemental materials directly or indirectly from thousands of publishers in the United States, including Pearson, Cengage Learning, McGraw Hill, Wiley and MacMillan. We have a large and growing network of students and professionals who leverage our platform to tutor in their spare time and employers who leverage our platform to post their internships. In addition, because we have a large and growing student user base, local and national brands partner with us to reach the college and high school demographic.

During the three and nine months ended September 30, 2015, we generated net revenues of $81.3 million and $233.2 million, respectively, and in the same periods had net losses of $24.2 million and $62.8 million, respectively. During the three and nine months ended September 30, 2014, we generated net revenues of $81.5 million and $220.4 million, respectively, and in the same periods had net losses of $32.4 million and $66.4 million, respectively. We plan to continue to invest in our long-term growth, particularly further investment in the technology that powers our platform, the development of additional products and services that serve students, and expanding our strategic partnership with Ingram.

Our strategy for achieving and maintaining profitability is centered upon our ability to use our digital offerings to increase student engagement with our connected learning platform. We plan to continue to invest in the expansion of our digital offerings to provide a more compelling and personalized solution and deepen engagement with students. We believe this expanded and deeper penetration of the student demographic will allow us to drive further growth in our enrollment and brand marketing services. In addition, we believe that the investments we have made to achieve our current scale will allow us to drive increased operating margins over time that, together with increased contributions of higher margin digital offerings, will enable us to accomplish profitability and become cash-flow positive for the long-term. Our ability to accomplish these long-term objectives is subject to numerous risks and uncertainties, including our ability to attract, retain and increasingly engage the student population, intense competition in our markets, the ability to achieve sufficient contributions to revenue from our digital offerings and other factors described in greater detail in “Risk Factors.”


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Table of Contents

Strategic Partnership with Ingram

We expect our partnership with Ingram to accelerate the growth of our higher margin digital offerings while allowing us to maintain our leadership and brand recognition in print textbook rental. We entered into a definitive inventory purchase and consignment agreement with Ingram in April 2015 that we expect will allow us to exit the capital intensive aspects of our print textbook rental business and to focus exclusively on our digital offerings by 2017. Under the agreement, since May 1, 2015, Ingram has been responsible for all new investments in the textbook library, fulfillment logistics, and has title and risk of loss related to textbook rentals. As a result of our partnership with Ingram, our revenue includes a commission on the total revenue that we earn from Ingram upon their fulfillment of a rental transaction using books for which Ingram has title and risk of loss. Additionally, we have ceased making additional investments in our textbook library during 2015 and expect to rent and liquidate our existing inventory of books during the remainder of 2015 and 2016. This new model will allow us to reduce and eventually eliminate the operating expenses we incur to acquire and maintain a print textbook library. As we transition to a pure digital offerings model, we will continue to buy used books on Ingram’s behalf including books through our buyback program and invoice Ingram at cost. We will also provide Ingram with extended payment terms in 2015 and 2016 as we procure textbooks on behalf of Ingram, before moving to normal payment terms in 2017.

Our Print Textbook Business

Our print textbook rental business has been highly capital intensive. As a result of our expanded partnership with Ingram, we expect to exit our warehouse facilities in Kentucky by the end of 2015 and transition our textbook library to Ingram’s facilities which will help to free up resources historically required by this business. We will continue to liquidate our textbook library through the normal course of our operations and expect to be fully liquidated at the end of 2016. Until that point, we will continue to rent textbooks and to recognize revenue on the textbooks that we own as print revenue through the liquidation period. Once our entire textbook library has been liquidated all revenue from textbook rentals will be commission-based and we will no longer report on revenue from our print offerings as all of the revenue will be classified as services revenue.

We capitalize the investment in our textbook library and record depreciation expense in cost of revenues over its useful life using an estimated liquidation value. During the nine months ended September 30, 2015 and September 30, 2014, our investment in print textbooks, net of proceeds from textbook liquidation, was an inflow of $2.0 million and an outflow of $59.3 million, respectively. Investment in our print textbooks, net of proceeds from textbook liquidations, in the nine months ended September 30, 2015 decreased to the point where we received more in proceeds from textbook liquidations than we invested in new additions to our print textbook library. This is expected to continue through 2016 as a result of our partnership with Ingram.

We use our website to liquidate textbooks from our textbook library, which allows us to generate greater recovery on our textbooks compared to bulk liquidations, while at the same time providing students substantial savings over the retail price of a new book. We are able to adjust what we liquidate based on expected rental demand. We also use our website to source, on behalf of Ingram, both new and used print textbooks for rental or resale from wholesalers, publishers and students. Purchasing used textbooks allows us to reduce the investments necessary to maintain the rental catalog while at the same time attracting students to our website by offering more for their textbooks than they could generally get by selling them back to their campus bookstore.

Our Digital Offerings Business

Our digital learning and advertising offerings, which we refer to as “digital offerings” are experiencing rapid growth and we expect our partnership with Ingram to accelerate the growth of these offerings while allowing us to maintain our leadership and brand recognition in print textbook rental. Our digital offerings for students include our connected learning platform, or the Student Hub, our web-based, multiplatform eTextbook Reader, eTextbooks and supplemental materials from approximately 120 publishers, which we offer as a rental-equivalent solution and for free to students awaiting the arrival of their print textbook rental, online tutoring, our Chegg Study service, College Admissions, Scholarship Services and Internship Services. Commissions earned through our Ingram partnership are also included within the digital offerings business. In addition, we offer enrollment marketing services to colleges, allowing them to reach interested college-bound high school students that use our College Admissions, and Scholarship Services. We also work with leading brands, such as Adobe, Dell, Microsoft, PayPal, Proctor & Gamble, Red Bull and Shutterfly, to provide students with discounts, promotions and other products that, based on student feedback, delight them. For example, for Red Bull, we inserted a free can of Red Bull in select textbook rental shipments to students and Microsoft sponsored a “Free Study Week,” which included free access to our Chegg Study service as well as additional free study materials. All of our brand advertising services and the discounts, promotions and other products provided to students are paid for by the brands.

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Students typically pay to access eTextbooks for the academic term or subscribe for other services such as Chegg Study on a monthly or annual basis, while colleges subscribe to our enrollment marketing services and brands pay us depending on the nature of the campaign. In the aggregate, digital offerings were 47% and 44% of net revenues during the three and nine months ended September 30, 2015, respectively, and 32% and 28% of net revenues during the three and nine months ended September 30, 2014, respectively.

Seasonality of Our Business
A substantial majority of our revenue is recognized ratably over the term the student rents our textbooks or has access to our digital offerings. This generally results in our highest revenue in the fourth quarter as it reflects more days of the academic year and our lowest revenue in the second quarter as colleges conclude their academic year for summer and there are fewer days of rentals. The variable expenses associated with our shipments of textbooks and marketing activities are highest in the first and third quarters as shipping and other fulfillment costs and marketing expenses are expensed when incurred, generally at the beginning of academic terms. We expect these variable expenses to decrease through the remainder of 2015 and 2016 as we transition shipping and fulfillment activities related to textbooks to Ingram. As a result of these factors, the most concentrated periods for our revenue and expenses do not necessarily coincide and comparisons of our quarterly operating results on a sequential basis may not provide meaningful insight into our overall financial performance. We expect our expanded strategic partnership with Ingram to shift peak revenue in the periods that a student rents a textbook as a result of our revenue sharing agreement such that our revenue will more closely track the academic calendar as our expenses associated with the textbook rental business decrease.

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Results of Operations
The following table summarizes our historical consolidated statements of operations (in thousands, except percentage of revenue):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental
$
22,703

 
28
 %
 
$
38,923

 
48
 %
 
$
93,199

 
40
 %
 
$
128,036

 
58
 %
Services
33,358

 
41
 %
 
23,408

 
29
 %
 
94,001

 
40
 %
 
59,253

 
27
 %
Sales
25,225

 
31
 %
 
19,201

 
23
 %
 
46,019

 
20
 %
 
33,128

 
15
 %
Total net revenues
81,286

 
100
 %
 
81,532

 
100
 %
 
233,219

 
100
 %
 
220,417

 
100
 %
Cost of revenues(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental
27,080

 
33
 %
 
43,503

 
53
 %
 
86,873

 
37
 %
 
121,088

 
55
 %
Services
10,377

 
13
 %
 
8,218

 
10
 %
 
32,189

 
14
 %
 
20,786

 
9
 %
Sales
24,263

 
30
 %
 
16,560

 
21
 %
 
44,407

 
19
 %
 
30,488

 
14
 %
Total cost of revenues
61,720

 
76
 %
 
68,281

 
84
 %
 
163,469

 
70
 %
 
172,362

 
78
 %
Gross profit
19,566

 
24
 %
 
13,251

 
16
 %
 
69,750

 
30
 %
 
48,055

 
22
 %
Operating expenses(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Technology and development
15,664

 
19
 %
 
13,490

 
17
 %
 
45,076

 
19
 %
 
36,999

 
17
 %
Sales and marketing
16,211

 
20
 %
 
23,453

 
29
 %
 
49,985

 
21
 %
 
53,297

 
24
 %
General and administrative
12,060

 
15
 %
 
10,986

 
13
 %
 
35,780

 
15
 %
 
31,480

 
14
 %
Restructuring charges
342

 
 %
 

 
 %
 
3,320

 
1
 %
 

 
 %
Gain on liquidation of textbooks
(909
)
 
(1
)%
 
(2,044
)
 
(3
)%
 
(2,649
)
 
(1
)%
 
(5,844
)
 
(3
)%
Total operating expenses
43,368

 
53
 %
 
45,885

 
56
 %
 
131,512

 
56
 %
 
115,932

 
52
 %
Loss from operations
(23,802
)
 
(29
)%
 
(32,634
)
 
(40
)%
 
(61,762
)
 
(26
)%
 
(67,877
)
 
(30
)%
Total interest expense and other income, net
24

 
 %
 
474

 
1
 %
 
35

 
 %
 
562

 
 %
Loss before provision for (benefit from) income taxes
(23,778
)
 
(29
)%
 
(32,160
)
 
(39
)%
 
(61,727
)
 
(26
)%
 
(67,315
)
 
(30
)%
Provision for (benefit from) income taxes
389

 
 %
 
281

 
 %
 
1,113

 
(1
)%
 
(869
)
 
 %
Net loss
$
(24,167
)
 
(29
)%
 
$
(32,441
)
 
(39
)%
 
$
(62,840
)
 
(27
)%
 
$
(66,446
)
 
(30
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes share-based compensation expense as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues
$
103

 
 
 
$
160

 
 
 
$
318

 
 
 
$
472

 
 
Technology and development
3,464

 
 
 
3,235

 
 
 
9,444

 
 
 
8,252

 
 
Sales and marketing
126

 
 
 
4,476

 
 
 
6,214

 
 
 
8,071

 
 
General and administrative
5,240

 
 
 
3,923

 
 
 
15,808

 
 
 
10,410

 
 
Total share-based compensation expense
$
8,933

 
 
 
$
11,794

 
 
 
$
31,784

 
 
 
$
27,205

 
 


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Three and Nine Months Ended September 30, 2015 and 2014
    
Net Revenues    

Net revenues in the three months ended September 30, 2015 decreased $0.2 million compared to the same period in 2014. Rental revenue decreased $16.2 million or 42%, while service revenue increased $10.0 million, or 43%, and sale revenue increased $6.0 million, or 31%.

Net revenues in the nine months ended September 30, 2015 increased $12.8 million, or 6%, compared to the same period in 2014. Rental revenue decreased $34.8 million or 27%, while service revenue increased $34.7 million, or 59%, and sale revenue increased $12.9 million, or 39%.

The decrease in rental revenue in the three and nine months ended September 30, 2015 as compared to the same periods in 2014 was due to our partnership with Ingram, which commenced in July 2014. As a result of the Ingram partnership, our service revenue and digital offerings revenue is comprised of a commission on the total revenue that we earn from Ingram upon their fulfillment of a rental transaction using books for which Ingram has title and risk of loss. The increase in services and sales revenue in the three and nine months ended September 30, 2015 as compared to the same periods in 2014 was driven primarily from growth across our digital offerings for students which included increased revenue from Chegg Study, eTextbooks, and our various acquisitions in 2014 as well as an increase in the commissions earned from Ingram.

The following table sets forth our net revenues for the periods shown, in addition to revenue details for our print textbook business and digital offerings business (dollars in thousands):
 
Three Months Ended 
 September 30,
 
Change
 
2015
 
2014
 
$
 
%
Print textbooks
$
43,116

 
$
55,296

 
$
(12,180
)
 
(22
)%
Digital offerings
38,170

 
26,236

 
11,934

 
45

Net revenues
$
81,286

 
$
81,532

 
$
(246
)
 
 %

 
Nine Months Ended 
 September 30,
 
Change
 
2015
 
2014
 
$
 
%
Print textbooks
$
131,314

 
$
157,717

 
$
(26,403
)
 
(17
)%
Digital offerings
101,905

 
62,700

 
39,205

 
63

Net revenues
$
233,219

 
$
220,417

 
$
12,802

 
6
 %

Net revenues remained flat and increased in the three and nine months ended September 30, 2015 compared to the same periods in 2014, respectively. Digital offerings revenue increased 45% and 63% in the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014 due to growth in new memberships for our Chegg Study service, revenue from acquisitions that we completed toward the end of the first half of 2014, an increase in eTextbook volumes, as well as our commission earned from Ingram related to textbook rentals. Digital offerings represented 47% and 44% of net revenues during the three and nine months ended September 30, 2015, respectively, and 32% and 28% of net revenues during the three and nine months ended September 30, 2014, respectively. Print textbook revenue decreased 22% and 17% in the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014 primarily due to our partnership with Ingram. Because we record the commission we earn from Ingram as digital offerings revenue and service revenue, we expect our print textbook revenue and rental revenue to continue to decrease throughout 2015 and 2016 as we transition investments in the textbook library and logistics and fulfillment for print textbook rental orders to Ingram. We expect by the end of 2016 we will have substantially liquidated our textbook library through the normal course of our operations.
    

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Table of Contents

Cost of Revenues

The following table sets forth our cost of revenues for the periods shown (dollars in thousands):
 
Three Months Ended 
 September 30,
 
Change
 
2015
 
2014
 
$
 
%
Cost of revenues(1)
$
61,720

 
$
68,281

 
$
(6,561
)
 
(10
)%
 
 
 
 
 
 
 
 
(1) Includes share-based compensation expense of:
$
103

 
$
160

 
$
(57
)
 
(36
)%

 
Nine Months Ended 
 September 30,
 
Change
 
2015
 
2014
 
$
 
%
Cost of revenues(1)
$
163,469

 
$
172,362

 
$
(8,893
)
 
(5
)%
 
 
 
 
 
 
 
 
(1) Includes share-based compensation expense of:
$
318

 
$
472

 
$
(154
)
 
(33
)%
    
Cost of revenues in the three and nine months ended September 30, 2015 decreased by $6.6 million and $8.9 million, respectively, compared to the same periods in 2014. As a result, gross margins increased to 24% and 30% in the three and nine months ended September 30, 2015, respectively from 16% and 22% in the three and nine months ended September 30, 2014, respectively, as digital offerings continue to become a larger percentage of our business. Further, as we move towards Ingram taking title and risk of loss for the textbook inventory needed to fulfill all print textbooks rentals and sales, we anticipate our print related cost of revenues will continue to decrease and our total gross margins will continually increase to be more in-line with gross margins we experience for digital offerings today.

Operating Expenses
The following table sets forth our operating expenses for the periods shown (dollars in thousands):
 
Three Months Ended 
 September 30,
 
Change
 
2015
 
2014
 
$
 
%
Technology and development(1)
$
15,664

 
$
13,490

 
$
2,174

 
16
 %
Sales and marketing(1)
16,211

 
23,453

 
(7,242
)
 
(31
)
General and administrative(1)
12,060

 
10,986

 
1,074

 
10

Restructuring charges
342

 

 
342

 
n/m

Gain on liquidation of textbooks
(909
)
 
(2,044
)
 
1,135

 
(56
)
 
$
43,368

 
$
45,885

 
$
(2,517
)
 
(5
)%
 
 
 
 
 
 
 
 
(1) Includes share-based compensation expense of:
 
 
 
 
 
 
 
Technology and development
$
3,464

 
$
3,235

 
$
229

 
7
 %
Sales and marketing
126

 
4,476

 
(4,350
)
 
(97
)
General and administrative
5,240

 
3,923

 
1,317

 
34

Share-based compensation expense
$
8,830

 
$
11,634

 
$
(2,804
)
 
(24
)%


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Table of Contents

 
Nine Months Ended 
 September 30,
 
Change
 
2015
 
2014
 
$
 
%
Technology and development(1)
$
45,076

 
$
36,999

 
$
8,077

 
22
 %
Sales and marketing(1)
49,985

 
53,297

 
(3,312
)
 
(6
)
General and administrative(1)
35,780

 
31,480

 
4,300

 
14

Restructuring charges
3,320

 

 
3,320

 
n/m

Gain on liquidation of textbooks
(2,649
)
 
(5,844
)
 
3,195

 
(55
)
 
$
131,512

 
$
115,932

 
$
15,580

 
13
 %
 
 
 
 
 
 
 
 
(1) Includes share-based compensation expense of:
 
 
 
 
 
 
 
Technology and development
$
9,444

 
$
8,252

 
$
1,192

 
14
 %
Sales and marketing
6,214

 
8,071

 
(1,857
)
 
(23
)
General and administrative
15,808

 
10,410

 
5,398

 
52

Share-based compensation expense
$
31,466

 
$
26,733

 
$
4,733

 
18
 %
_____________________________________________________
n/m - not meaningful
    
Technology and Development

Technology and development expenses during the three months ended September 30, 2015 increased $2.2 million, or 16%, compared to the same period in 2014. During the three months ended September 30, 2015 our employee-related expenses and web hosting, software licensing fees, and share-based compensation expense increased $1.1 million, $0.3 million, and $0.2 million, respectively, compared to the same period in 2014. Technology and development as a percentage of net revenues were 19% during the three months ended September 30, 2015 compared to 17% during the three months ended September 30, 2014.

Technology and development expenses during the nine months ended September 30, 2015 increased $8.1 million, or 22%, compared to the same period in 2014. During the nine months ended September 30, 2015, our employee-related expenses and share-based compensation expense increased $4.1 million and $1.2 million, respectively, compared to the same period in 2014. In addition, expenses for outside services increased $1.3 million and web hosting and software licensing fees increased $0.7 million compared to the nine months ended September 30, 2014. Technology and development as a percentage of net revenues were 19% during the nine months ended September 30, 2015 compared to 17% during the nine months ended September 30, 2014.
    
Sales and Marketing
Sales and marketing expenses during the three months ended September 30, 2015 decreased by $7.2 million, or 31%, compared to the same period in 2014. The decrease is primarily attributable to a decrease in our employee-related and share-based compensation expense of $2.2 million and $4.4 million, respectively, compared to the three months ended September 30, 2014.  The decrease was partially offset by higher marketing expenses that increased $0.5 million compared to the same period in 2014. Sales and marketing expenses as a percentage of net revenues were 20% during the three months ended September 30, 2015 compared to 29% during the three months ended September 30, 2014.

Sales and marketing expenses during the nine months ended September 30, 2015 decreased by $3.3 million, or 6%, compared to the same period in 2014. The decrease is primarily attributable to a decrease in employee-related and share-based compensation expense that decreased $2.2 million and $1.9 million, respectively, compared to the nine months ended September 30, 2014.  The decrease was partially offset by the amortization of our intangibles that increased $0.8 million related to acquisitions completed in 2014. Sales and marketing expenses as a percentage of net revenues were 21% during the nine months ended September 30, 2015 compared to 24% during the nine months ended September 30, 2014.


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General and Administrative

General and administrative expenses in the three months ended September 30, 2015 increased $1.1 million, or 10%, compared to the same period in 2014. The increase was due to higher employee-related expenses and share-based compensation expense that increased $0.5 million and $1.3 million, respectively, compared to the three months ended September 30, 2014, which was partially offset by a decrease in professional fees, bad debt, and insurance of $0.1 million, $0.4 million, and $0.1 million, respectively. General and administrative expenses as a percentage of net revenues were 15% during the three months ended September 30, 2015 compared to 13% during the three months ended September 30, 2014.

General and administrative expenses in the nine months ended September 30, 2015 increased $4.3 million, or 14%, compared to the same period in 2014. The increase was due to higher employee-related expenses and share-based compensation expenses that increased $1.4 million and $5.4 million, respectively, compared to the nine months ended September 30, 2014, which was partially offset by a decrease in professional fees, bad debt, and insurance of $1.0 million, $0.6 million, and $0.4 million, respectively. General and administrative expenses as a percentage of net revenues were 15% during the nine months ended September 30, 2015 compared to 14% during the nine months ended September 30, 2014.

Restructuring Charges

During the three and nine months ended September 30, 2015, we incurred restructuring charges of $0.3 million and $3.3 million, respectively, resulting from the exit from our print coupon business and the expected closure of our warehouse in Kentucky. The restructuring charges were comprised of employee severance of $0.6 million and $1.8 million for the three and nine months ended September 30, 2015, respectively; a lease termination and other costs credit of $0.3 million during the three months ended September 30, 2015 and lease termination and other costs of $1.5 million for the nine months ended September 30, 2015. As a result of the expanded partnership with Ingram, we expect to exit our warehouse facilities by the end of 2015. Charges in 2015 under the restructuring plan related to these exit activities and related severance costs are expected to be approximately $4.0 million. We expect costs savings from the expected closure of our warehouse in Kentucky to be realized beginning in the first quarter of 2016. Costs incurred to date related to employee termination benefits are expected to be paid within the next three months. Costs incurred to date related to the lease termination and other costs are expected to be fully paid by 2021.

Gain on Liquidation of Textbooks

During the three months ended September 30, 2015 and 2014, we had a net gain on liquidations of $0.9 million and $2.0 million, respectively, resulting from proceeds received from liquidation of previously rented print textbooks on our website and through various other liquidation channels.

During the nine months ended September 30, 2015 and 2014, we had a net gain on liquidations of $2.6 million and $5.8 million, respectively, resulting from proceeds received from liquidation of previously rented print textbooks on our website and through various other liquidation channels.
    
Interest Expense and Other Income, Net

The following table sets forth our interest expense and other income, net, for the periods shown (dollars in thousands):