0001364954-19-000020.txt : 20190211 0001364954-19-000020.hdr.sgml : 20190211 20190211160959 ACCESSION NUMBER: 0001364954-19-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190211 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEGG, INC CENTRAL INDEX KEY: 0001364954 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 203237489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36180 FILM NUMBER: 19585480 BUSINESS ADDRESS: STREET 1: 3990 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-855-5700 MAIL ADDRESS: STREET 1: 3990 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: CHEGG INC DATE OF NAME CHANGE: 20060605 8-K 1 q42018earningsrelease.htm 8-K Document


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report: February 11, 2019
(Date of earliest event reported)
 
Chegg, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
001-36180
 
20-3237489
(Commission File Number)
 
(IRS Employer Identification No.)
 
3990 Freedom Circle
 
 
Santa Clara, California
 
95054
(Address of Principal Executive Offices)
 
(Zip Code)
(408) 855-5700
(Registrant’s Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 





Item 2.02    Results of Operations and Financial Condition

On February 11, 2019, Chegg, Inc. ("Chegg") issued a press release announcing its financial results for the quarter and year ended December 31, 2018. A copy of the press release is attached as Exhibit 99.01 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including the press release attached as Exhibit 99.01 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.01 shall not be incorporated by reference into any registration statement or other document filed by Chegg with the Securities and Exchange Commission ("SEC"), whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

On February 6, 2019, the Compensation Committee of the Board of Directors of Chegg approved annual base salaries for Chegg's "named executive officers" (as defined in Item 402(a)(3) of Regulation S-K promulgated by the SEC), which are effective as of March 1, 2019, as set forth in the table below:

Named Executive Officer
Title
2018 Annual Base Salary
2019 Annual Base Salary
Dan Rosensweig
Chief Executive Officer
$
1,000,000

$
1,000,000

Esther Lem
Chief Marketing Officer
$
400,000

$
425,000

Andrew Brown
Chief Financial Officer
$
600,000

$
600,000

Michael Osier
Chief Information Officer and Chief Outcomes Officer
$
500,000

$
500,000

Nathan Schultz
President, Learning Services
$
500,000

$
600,000


Item 9.01    Financial Statements and Exhibits

(d) Exhibits







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
CHEGG, INC.
 
 
 
By: /s/ Andrew Brown                                   
 
Andrew Brown
 
Chief Financial Officer
Date: February 11, 2019


EX-99.01 2 a9901-financialresultsq420.htm EXHIBIT 99.01 Exhibit
EXHIBIT 99.01

    currentchegglogo1a21.jpg    
Chegg Reports Q4 and Full Year 2018 Financial Results and Raises 2019 Guidance
Chegg Services hits a record 3.1 million subscribers for 2018, growing 38% year-over-year.

SANTA CLARA, Calif., February 11, 2019 /PRNewswire/ -- Chegg, Inc. (NYSE:CHGG), a Smarter Way to Student, today reported financial results for the three and twelve months ended December 31, 2018.

“2018 was a fantastic year for Chegg. Chegg Services revenue grew 37% year over year and we exceeded our profitability expectations, driven by the leverage from our subscription services,” said Dan Rosensweig, CEO of Chegg, Inc. “We enter the year with strong momentum, giving us the confidence to raise 2019 guidance as we focus on our mission of helping students improve their outcomes.”

Q4 2018 Highlights:

Total Net Revenues of $95.7 million, an increase of 30% year-over-year
Chegg Services Revenues grew 35% year-over-year to $81.7 million, or 85% of total net revenues, compared to 82% in Q4 2017
Net Income was $5.3 million
Non-GAAP Net Income was $31.8 million
Adjusted EBITDA was $34.8 million
1.9 million: number of Chegg Services subscribers, an increase of 34% year-over-year
224 million: total Chegg Study content views, an increase of 32% year-over-year

Full Year 2018 Highlights:

Total Net Revenues of $321.1 million, an increase of 26% year-over-year
Chegg Services Revenues grew 37% year-over-year to $254.0 million, or 79% of total net revenues, compared to 73% in 2017
Net Loss was $14.9 million
Non-GAAP Net Income was $68.8 million
Adjusted EBITDA was $83.3 million
3.1 million: number of Chegg Services subscribers, an increase of 38% year-over-year
650 million: total Chegg Study content views, an increase of 48% year-over-year

Total net revenues include revenues from Chegg Services and Required Materials. Chegg Services primarily includes Chegg Study, Chegg Writing, Chegg Tutors, and Chegg Math Solver. Required Materials includes rental and sale of print textbooks and eTextbooks.

For more information about non-GAAP net income and adjusted EBITDA, and a reconciliation of non-GAAP net income to net income (loss), and adjusted EBITDA to net income (loss), see the sections of this press release titled “Use of Non-GAAP Measures,” “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA,” and “Reconciliation of GAAP to Non-GAAP Financial Measures.”

Business Outlook:

First Quarter 2019

Total Net Revenues in the range of $93.5 million to $95.5 million
Chegg Services Revenues in the range of $72.5 million to $74.5 million
Gross Margin between 74% and 75%
Adjusted EBITDA in the range of $22 million to $23 million




Full Year 2019

Total Net Revenues in the range of $390 million to $395 million
Chegg Services Revenues in the range of $327 million to $331 million
Gross Margin between 75% and 76%
Adjusted EBITDA in the range of $115 million to $118 million
Capital Expenditures in the range of $40 million to $50 million

For more information about the use of forward-looking non-GAAP measures, a reconciliation of forward-looking net loss to EBITDA and adjusted EBITDA for the first quarter 2019 and full year 2019, see the below sections of the press release titled “Use of Non-GAAP Measures,” and “Reconciliation of Forward-Looking Net Loss to EBITDA and Adjusted EBITDA.”

An updated investor presentation and an investor data sheet can be found on Chegg’s Investor Relations website http://investor.chegg.com.

Prepared Remarks - Dan Rosensweig, CEO Chegg, Inc.

Thank you, Tracey and welcome everyone to our 2018 Q4 earnings call. It was another incredible year for Chegg, as we exceeded all of our expectations, realizing the benefits of being a high growth, high margin business - with increasing leverage as we scale. We continue to believe that the education industry is in the midst of a necessary realignment, to more closely associate it with the needs of its most important constituent - the students. For years, we have been strategically building Chegg as an online, on-demand, personalized, and adaptive platform to serve the needs of the modern student; students whose average age is older than ever before, who often have children of their own, are working part-time or even full-time jobs, and juggling many priorities. And these students have grown where the world comes to them, on their devices, 24 hours a day. Chegg has been built, from day one, to serve the needs of this audience and that is why we are seeing such powerful results.

With 87% awareness of services on the Chegg platform, our brand recognition is at an all-time high. For 2018 we generated record revenues, record subscribers, record engagement, and record profitability - demonstrating the overwhelming value we bring to our students and our shareholders.

This success wouldn’t have happened without our incredible team around the globe and I couldn’t be prouder of the recognition they received this past year, as we were acknowledged as one of Fortune’s top 50 best workplaces in technology, top 100 best workplaces for women, and top 100 small and medium sized companies. Our team’s focus, effort, and passion for improving student outcomes has made Chegg a truly great place to work because our north star continues to be putting the students first.

In 2018, we articulated three key objectives for Chegg.
1.
To meet our financial goals;
2.
To expand our TAM by making key investments in new content, adding new subjects, new formats, and new services; and
3.
To add new capabilities to the platform that leverage our brand, our reach, our student graph, and our balance sheet.

We successfully exceeded all of our objectives and we believe the results reflect the power of our model. For the full year we had 5.1 million paying customers and grew Chegg Services subscribers 38%, to a record 3.1 million; resulting in total revenue growth of 26% and Chegg Services revenue growth of 37%. All while we made important investments for continued growth. We enriched our content offering, added new subjects, strengthened our writing tools with advancements in AI, which improves our ability to help students go from citing to writing, and extended our flash tools offering with the acquisition of StudyBlue. We believe that the more we invest in different formats and modalities, and the more content we can offer students, the larger the opportunity gets and we will continue to focus on investments that increase our addressable market, by providing students an expanded platform of services to help them go from learning to earning.

The core of Chegg remains Chegg Study where we have made significant investments in content and capabilities throughout 2018. We now have a catalog of 26 million questions that have been answered by our proprietary network of subject matter experts, including textbook solutions for 35,000 ISBNs. We increased the number of modalities, to meet students needs at whatever level, in whatever format they learn best, including expanding our video offering by adding 15,000 new videos. We continue to invest deeper in STEM related subjects, however we also added ISBNs and Q&A content from outside of the STEM category. This increases our TAM and our value, and we are doing it to meet the increased student demand in subjects such as business, law, and nursing. The best indicator of the value of Chegg Study to our users is the significant increase in engagement every year, which we measure by content views. We reached 650 million views, which is a 48% increase from last year.




We also made important investments in our writing service, which included the integration of WriteLab, and the very exciting announcement of our exclusive agreement with Purdue OWL. For those of you who don’t know, Purdue OWL is a world renowned online writing lab from one of the country’s leading academic institutions. Through our partnership, Chegg’s Writing Tools will be integrated in to Purdue OWL to support students on-demand, whenever and wherever they need it. We want to take a moment to thank the Purdue team and we believe, together, we are creating the world’s premier writing service. The need for writing support is massive, as students continue to struggle in this subject, with 75% of high school seniors deficient in writing competencies. We see an enormous opportunity to help them develop writing skills and the earlier we can help the more impactful we can be. And, the more users that we have, and the more content users upload, the better the service gets. Last year alone we had 5 million papers submitted to Chegg and nearly half a billion citations were created on our platform.

Chegg was created to support the students at any school, in any subject, in any system to level the playing field - which is more important than ever, because of the changing demographics of our country. The people entering the education system today are from different backgrounds, cultures, socio-economic status, with different educational experiences and different educational goals; but all of them benefit from online learning tools that adapt to their needs, increasing their chances for success both academically and professionally. That’s why we have built our platform online to serve students on-demand, in a personalized, adaptive, and more affordable way. This allows students to choose the way they learn best, because with Chegg Services they can access textbook solutions, expert Q&A, video content, or connect with a live subject matter expert, 24/7. We are always adapting our technology and our services to best serve the learner. Even with the many advancements in technology, many students still prefer, and benefit from, live help. So, we are excited about our continued investment in chat-based tutoring, which will allow students to get the additional support they need - from live experts - just one click away.

Education is a trillion-dollar industry where the pace of change is accelerating, and Chegg is a big part of that change. We are proud of all the accomplishments of our team in the past year and are even more excited about the year ahead. As we head in to 2019, our priorities remain the same:
1.
To deliver on our financial goals and to continue to provide services that create overwhelming value for our learners;
2.
To expand the subjects we cover and the modalities and formats of content we offer, including coverage of other countries; and
3.
To continue investing in opportunities that leverage the strength of our brand, reach, and customer base and provide opportunities for meaningful growth in future years.

Many believe that our country is at a crossroads, but the one thing almost everyone agrees on is the importance of improving our education system - making it more accessible, more affordable, and more relevant, for an increasingly diverse student body. This fuels us to put the student first and guides us on what we build how we build it. We believe the momentum behind Chegg is accelerating because we remain focused on serving the needs of the modern-day student and we are excited for what this new year will bring. And, with that, I will turn it over to Andy.

Prepared Remarks - Andy Brown, CFO Chegg, Inc.

Thanks Dan and good afternoon everyone.
 
Today I will discuss our financial performance for the fourth quarter and full year 2018, as well as our increased outlook for 2019.
 
2018 was another great year for Chegg. We exceeded all of our financial targets, made key investments in our existing and future services, expanded our offerings organically and through acquisition, and strengthened our balance sheet with a very well received convertible debt offering early in the year. As such, we believe we enter 2019 in an even stronger position than we entered 2018 and expect to have another great year.

For full year 2018, total revenue grew to a record $321 million, a 26% increase over 2017. More importantly, Chegg Services revenue grew 37% to $254 million, and hit a record of 3.1 million subscribers for the year, a net increase of 850,000 or a 38% increase over 2017. This drove gross margin to 75%, up from 69% in 2017, resulting in adjusted EBITDA margin of 26% or $83 million, up 80% year-over-year, demonstrating the leverage of our subscription services model where the unit economics get better as we continue to scale.

Reflecting back for a minute, three years ago we laid out our long-term goals for 2018 of 30% Chegg Services revenue growth, 65% gross margin and 25% adjusted EBITDA margin. We are very proud we exceeded all of those expectations and believe our model will only get better as we continue to grow.




We also ended the year on a high note, with Q4 revenue of $96 million, which was driven primarily by 35% year-over-year growth of Chegg Services revenue to $82 million. And as you would expect, with that performance, gross margin exceeded our expectations at 77%.

This led to adjusted EBITDA of $35 million, an increase of 65% year-over-year.
Looking at the balance sheet, we ended the year with cash and investments of $484 million, more than double the balance we had at the end of 2017. This is the result of proceeds from the convertible debt offering we completed in Q2 and improved operating cash flows. Free cash flow for 2018 was $44 million, or 53% of adjusted EBITDA, exceeding our expectations due to higher adjusted EBITDA and the timing of cash outlays at year end.

For 2019, we are increasing our revenue guidance due to the fact that we exited the year with more momentum than expected; in addition, we are raising our adjusted EBITDA margin guidance to reflect our anticipated leverage as we scale.

As such, we now expect:
Total revenue for 2019 to be between $390 and $395 million, with Chegg Services revenue between $327 and $331 million. And as similar to last year, we expect Chegg Services revenue and annual subscriber growth rates to be closely aligned;
Gross margin to be between 75% and 76%;
Adjusted EBITDA to be between $115 and $118 million, an increase from our prior guidance of $112 million, or approximately 350bps higher than the 26% margin we achieved in 2018, as we continue to drive leverage in the model, while investing in both our current and future services;
CapEx to be between $40 and $50 million, which includes an upfront payment for a recently completed contract extension with a major publisher, where we increased the licensed content, doubled the timeframe, all for a similar annual cost. The increase in CapEx also includes investment in localizing content for our international customers, as well as expanding our video catalog. In addition, we expect non-content CapEx to be larger than it has historically been, because we are expanding several offices this year to accommodate our growth;
And finally, we now expect adjusted EBITDA to free cash flow conversion to be a healthy 50% - 60%, ahead of our previous guidance of 40% - 60%, as we believe the model just gets better as we continue to scale.

Moving to Q1 2019 we expect:
 
Total revenue between $93.5 and $95.5 million, with
Chegg Services revenue between $72.5 and $74.5 million;
Gross margin between 74% and 75%;
And adjusted EBITDA between $22 and $23 million.

In closing, 2018 was another great year for Chegg. Our team executed at a high level and we have positioned ourselves for more success in 2019. It’s an exciting time at Chegg and we are glad you are with us for the journey.

With that, I’ll turn the call over to the operator for your questions.  

Conference Call and Webcast Information

To access the call, please dial 1-877-407-4018, or outside the U.S. +1-201-689-8471, five minutes prior to 1:30 p.m. Pacific Time (or 4:30 p.m. Eastern Time). A live webcast of the call will also be available at http://investor.chegg.com under the Events & Presentations menu. An audio replay will be available beginning at 4:30 p.m. Pacific Time on February 11, 2019, until 8:59 p.m. Pacific Time on February 18, 2019, by calling 1-844-512-2921, or outside the U.S. +1-412-317-6671, with Conference ID 13686441. An audio archive of the call will also be available at http://investor.chegg.com.

Use of Investor Relations Website for Regulation FD Purposes

Chegg also uses its media center website, http://www.chegg.com/mediacenter, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor http://www.chegg.com/mediacenter, in addition to following press releases, Securities and Exchange Commission filings and public conference calls and webcasts.




About Chegg

Chegg puts students first. As the leading student-first connected learning platform, Chegg strives to improve the overall return on investment in education by helping students learn more in less time and at a lower cost. Chegg is a publicly-held company based in Santa Clara, California and trades on the NYSE under the symbol CHGG. For more information, visit www.chegg.com.

Use of Non-GAAP Measures

To supplement Chegg’s financial results presented in accordance with generally accepted accounting principles in the United States (GAAP), this press release and the accompanying tables and the related earnings conference call contain non-GAAP financial measures, including adjusted EBITDA, non-GAAP operating expenses and margin, non-GAAP income from operations, non-GAAP net income, non-GAAP weighted average shares, and non-GAAP net income per share. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA,” “Reconciliation of GAAP to Non-GAAP Financial Measures,” and “Reconciliation of Forward-Looking Net Loss to EBITDA and Adjusted EBITDA.”

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. Chegg defines (1) adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, or EBITDA, adjusted to exclude share-based compensation expense, other income, net, restructuring charges, and acquisition-related compensation costs; (2) non-GAAP income from operations as loss from operations excluding share-based compensation expense, amortization of intangible assets, restructuring charges, and acquisition-related compensation costs; (3) non-GAAP income from operations margin as non-GAAP income from operations divided by total net revenues; (4) non-GAAP net income as net income (loss) excluding share-based compensation expense, amortization of intangible assets, restructuring charges, acquisition-related compensation costs, and amortization of debt discount and issuance costs; (5) non-GAAP weighted average shares outstanding as weighted average shares outstanding adjusted for the effect of dilutive options, restricted stock units, and warrants; and (6) non-GAAP net income per share is defined as non-GAAP net income divided by non-GAAP weighted average shares outstanding. To the extent additional significant non-recurring items arise in the future, Chegg may consider whether to exclude such items in calculating the non-GAAP financial measures it uses.

Chegg believes that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding Chegg’s performance by excluding items that may not be indicative of Chegg’s core business, operating results or future outlook. Chegg management uses these non-GAAP financial measures in assessing Chegg’s operating results, as well as when planning, forecasting and analyzing future periods and believes that such measures enhance investors’ overall understanding of our current financial performance. These non-GAAP financial measures also facilitate comparisons of Chegg’s performance to prior periods.

As presented in the “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA,” “Reconciliation of GAAP to Non-GAAP Financial Measures,” and “Reconciliation of Forward-Looking Net Loss to EBITDA and Adjusted EBITDA” tables below, each of the non-GAAP financial measures excludes one or more of the following items:

Share-based compensation expense.

Share-based compensation expense is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Chegg's control. As a result, management excludes this item from Chegg's internal operating forecasts and models. Management believes that non-GAAP measures adjusted for share-based compensation provide investors with a basis to measure Chegg's core performance against the performance of other companies without the variability created by share-based compensation as a result of the variety of equity awards used by other companies and the varying methodologies and assumptions used.

Amortization of intangible assets.

Chegg amortizes intangible assets that it acquires in conjunction with business combinations, which results in non‑cash operating expenses that would not otherwise have been incurred had Chegg internally developed such intangible assets. Chegg believes excluding the accounting expense associated with acquired intangible asset from non-GAAP measures allows for a more accurate assessment of its ongoing operations.




Restructuring charges.

Restructuring charges primarily relate to expenses related to the exit of Chegg’s print coupon business, and Chegg's strategic partnership with the National Research Center for College & University Admissions. These restructuring charges are excluded from non-GAAP financial measures because they are the result of discrete events that are not considered core-operating activities. Chegg believes that it is appropriate to exclude restructuring charges from non-GAAP financial measures because it enables the comparison of period-over-period operating results from continuing operations.

Acquisition-related compensation costs.

Acquisition-related compensation costs include compensation expense resulting from the employment retention of certain key employees established in accordance with the terms of the Imagine Easy, Cogeon GmbH, WriteLab and StudyBlue acquisitions. In most cases, these acquisition-related compensation costs are not factored into management's evaluation of potential acquisitions or Chegg's performance after completion of acquisitions, because they are not related to Chegg's core operating performance. In addition, the frequency and amount of such charges can vary significantly based on the size and timing of acquisitions and the maturities of the businesses being acquired. Excluding acquisition-related compensation costs from non-GAAP measures provides investors with a basis to compare Chegg’s results against those of other companies without the variability caused by purchase accounting.

Amortization of debt discount and issuance costs

Under GAAP, we are required to separately account for the liability (debt) and equity (conversion option) components of our convertible senior notes that were issued in private placements in April 2018. Accordingly, for GAAP purposes we are required to recognize the effective interest expense on our convertible senior notes and amortize the debt discount and issuance costs over the term of the notes. The difference between the effective interest expense and the contractual interest expense, and the amortization expense of debt discount and issuance costs are excluded from management's assessment of our operating performance because management believes that these non-cash expenses are not indicative of ongoing operating performance. Chegg believes that the exclusion of the non-cash interest expense provides investors an enhanced view of our performance and enables the comparison of period-over-period results.

Forward-Looking Statements

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which include, without limitation statements regarding entering 2019 with strong momentum, Chegg's raised outlook for 2019; and those included in the investor presentation referenced above, those included in the “Prepared Remarks” sections above, and all statements about Chegg’s outlook under “Business Outlook.” The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “endeavor,” “will,” “should,” “future,” “transition,” “outlook” and similar expressions, as they relate to Chegg, are intended to identify forward-looking statements. These statements are not guarantees of future performance, and are based on management’s expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: Chegg’s ability to attract new students, increase engagement and increase monetization; Chegg’s ability to attract new students from high schools and colleges, which are populations with inherently high turnover; the ease of accessing Chegg’s offerings through search engines; the rate of adoption of Chegg’s offerings; the effect and integration of Chegg’s acquisition of Imagine Easy Solutions, Cogeon, WriteLab, and StudyBlue; Chegg’s ability to strategically take advantage of new opportunities to leverage the Student Graph; competitive developments, including pricing pressures and other services targeting students; Chegg’s anticipated growth of Chegg Services; Chegg’s ability to build and expand its services offerings; Chegg’s ability to develop new products and services on a cost-effective basis and to integrate acquired businesses and assets; the impact of seasonality on the business; Chegg's reputation with students and tutors; the outcome of any current litigation; Chegg’s partnership with Ingram and the parties’ ability to achieve the anticipated benefits of the partnership, including the potential impact of the economic risk-sharing arrangements between Chegg and Ingram on Chegg’s results of operations; Chegg’s ability to effectively control operating costs; changes in Chegg’s addressable market; regulatory changes, in particular concerning privacy and marketing; changes in the education market; and general economic, political and industry conditions. All information provided in this release and in the conference call is as of the date hereof and Chegg undertakes no duty to update this information except as required by law. These and other important risk factors are described more fully in documents filed with the Securities and Exchange Commission, including Chegg’s Quarterly Report on Form 10-Q filed with



the Securities and Exchange Commission on October 29, 2018, and could cause actual results to vary from expectations. Additional information will also be set forth in Chegg’s Annual Report on Form 10-K for the year ended December 31, 2018 to be filed with the Securities and Exchange Commission.




CHEGG, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for number of shares and par value)
(unaudited)
 
December 31, 2018
 
December 31, 2017
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
374,664

 
$
126,457

Short-term investments
93,345

 
81,742

Accounts receivable, net of allowance for doubtful accounts of $229 and $259 at December 31, 2018 and December 31, 2017, respectively
12,733

 
10,855

Prepaid expenses
4,673

 
2,043

Other current assets
9,510

 
7,845

Total current assets
494,925

 
228,942

Long-term investments
16,052

 
20,305

Property and equipment, net
59,904

 
47,493

Goodwill
149,524

 
125,272

Intangible assets, net
25,915

 
21,153

Other assets
14,618

 
3,765

Total assets
$
760,938

 
$
446,930

Liabilities and stockholders' equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
8,177

 
$
7,049

Deferred revenue
17,418

 
13,440

Accrued liabilities
34,077

 
31,074

Total current liabilities
59,672

 
51,563

Long-term liabilities
 
 
 
Convertible senior notes, net
283,668

 

Other long-term liabilities
6,964

 
4,305

Total long-term liabilities
290,632

 
4,305

Total liabilities
350,304

 
55,868

Commitments and contingencies
 
 
 
Stockholders' equity:
 
 
 
Preferred stock, $0.001 par value – 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2018 and December 31, 2017

 

Common stock, $0.001 par value – 400,000,000 shares authorized; 115,500,418 and 109,667,640 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
116

 
110

Additional paid-in capital
818,113

 
782,845

Accumulated other comprehensive loss
(1,019
)
 
(282
)
Accumulated deficit
(406,576
)
 
(391,611
)
Total stockholders' equity
410,634

 
391,062

Total liabilities and stockholders' equity
$
760,938

 
$
446,930






CHEGG, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
Three Months Ended 
 December 31,
 
Years Ended 
 December 31,
 
2018
 
2017
 
2018
 
2017
Net revenues
$
95,676

 
$
73,507

 
$
321,084

 
$
255,066

Cost of revenues (1)
22,070

 
19,381

 
79,996

 
80,175

Gross profit
73,606

 
54,126

 
241,088

 
174,891

Operating expenses:
 
 
 
 
 
 
 
Research and development (1)
33,495

 
22,849

 
114,291

 
81,926

Sales and marketing (1)
12,251

 
10,994

 
54,714

 
51,240

General and administrative (1)
19,979

 
17,248

 
77,714

 
64,411

Restructuring charges
337

 
24

 
589

 
1,047

Gain on liquidation of textbooks

 

 

 
(4,766
)
Total operating expenses
66,062

 
51,115

 
247,308

 
193,858

Income (loss) from operations
7,544

 
3,011

 
(6,220
)
 
(18,967
)
Interest expense and other income, net:
 
 
 
 
 
 
 
Interest expense, net
(3,769
)
 
(18
)
 
(11,225
)
 
(74
)
Other income, net
1,320

 
507

 
3,987

 
560

Total interest expense and other income, net
(2,449
)
 
489

 
(7,238
)
 
486

Loss before (benefit from) provision for income taxes
5,095

 
3,500

 
(13,458
)
 
(18,481
)
(Benefit from) provision for income taxes
(252
)
 
(159
)
 
1,430

 
1,802

Net income (loss)
$
5,347

 
$
3,659

 
$
(14,888
)
 
$
(20,283
)
Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.05

 
$
0.03

 
$
(0.13
)
 
$
(0.20
)
Diluted
$
0.04

 
$
0.03

 
$
(0.13
)
 
$
(0.20
)
Weighted average shares used to compute net income (loss) per share:
 
 
 
 
 
 
 
Basic
115,123

 
108,968

 
113,251

 
100,022

Diluted
125,610

 
121,557

 
113,251

 
100,022

 
 
 
 
 
 
 
 
(1) Includes share-based compensation expense as follows:
 
 
 
 
 
 
 
Cost of revenues
$
117

 
$
88

 
$
420

 
$
316

Research and development
4,865

 
3,999

 
17,055

 
14,333

Sales and marketing
1,709

 
1,419

 
6,703

 
5,007

General and administrative
7,836

 
5,385

 
27,852

 
18,703

Total share-based compensation expense
$
14,527

 
$
10,891

 
$
52,030

 
$
38,359






CHEGG, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Years Ended December 31,
 
2018
 
2017
Cash flows from operating activities
 
 
 *
Net loss
$
(14,888
)
 
$
(20,283
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization expense
22,805

 
19,337

Share-based compensation expense
52,030

 
38,359

Gain on liquidation of textbooks

 
(4,766
)
Loss from write-offs of textbooks

 
314

Loss from write-offs of property and equipment
93

 
1,368

Interest accretion on deferred consideration

 
(626
)
Amortization of debt discount and issuance costs
10,494

 

Deferred income taxes
(323
)
 

Other, net
65

 
68

Change in assets and liabilities net of effect of acquisition of businesses:
 
 
 
Accounts receivable
(1,538
)
 
(175
)
Prepaid expenses and other current assets
(4,921
)
 
13,550

Other assets
48

 
1,049

Accounts payable
893

 
2,649

Deferred revenue
3,978

 
(1,396
)
Accrued liabilities
3,838

 
2,087

Other liabilities
2,539

 
15

Net cash provided by operating activities
75,113

 
51,550

Cash flows from investing activities
 
 
 
Proceeds from liquidations of textbooks

 
6,943

Purchases of marketable securities
(146,856
)
 
(128,247
)
Proceeds from sale of marketable securities
1,800

 
16,393

Maturities of marketable securities
138,380

 
9,750

Purchases of property and equipment
(31,223
)
 
(26,142
)
Acquisition of businesses, net of cash acquired
(34,650
)
 
(14,931
)
Purchase of strategic equity investments
(10,000
)
 

Net cash used in by investing activities
(82,549
)
 
(136,234
)
Cash flows from financing activities
 
 
 
Common stock issued under stock plans, net
29,116

 
23,659

Payment of taxes related to the net share settlement of equity awards
(49,089
)
 
(20,115
)
Payment of deferred cash consideration related to acquisitions

 
(16,939
)
Proceeds from follow-on offering, net of offering costs

 
147,609

Proceeds from issuance of convertible senior notes, net of issuance costs
335,618

 

Purchase of convertible senior notes capped call
(39,227
)
 

Repurchase of common stock
(20,000
)
 

Net cash provided by financing activities
256,418

 
134,214

Net increase in cash, cash equivalents and restricted cash
248,982

 
49,530

Cash, cash equivalents and restricted cash, beginning of period
126,963

 
77,433

Cash, cash equivalents and restricted cash, end of period
$
375,945

 
$
126,963


* Adjusted to reflect the adoption of ASU 2016-18.

 
Years Ended December 31,
 
2018
 
2017
Supplemental cash flow data:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
605

 
$
85

Income taxes
$
2,097

 
$
1,790

Non-cash investing and financing activities:
 
 
 
Accrued purchases of long-lived assets
$
1,210

 
$
3,573


 
December 31,
 
2018
 
2017
 
 
 
 *
Reconciliation of cash, cash equivalents and restricted cash:
 
 
 
Cash and cash equivalents
$
374,664

 
$
126,457

Restricted cash included in other current assets
84

 

Restricted cash included in other assets
1,197

 
506

Total cash, cash equivalents and restricted cash
$
375,945

 
$
126,963


* Adjusted to reflect the adoption of ASU 2016-18.





CHEGG, INC.
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(in thousands)
(unaudited)
 
Three Months Ended 
 December 31,
 
Years Ended 
 December 31,
 
2018
 
2017
 
2018
 
2017
Net income (loss)
$
5,347

 
$
3,659

 
$
(14,888
)
 
$
(20,283
)
Interest expense, net
3,769

 
18

 
11,225

 
74

(Benefit from) provision for income taxes
(252
)
 
(159
)
 
1,430

 
1,802

Depreciation and amortization expense
6,174

 
5,036

 
22,805

 
19,337

EBITDA
15,038

 
8,554

 
20,572

 
930

Share-based compensation expense
14,527

 
10,891

 
52,030

 
38,359

Other income, net
(1,320
)
 
(507
)
 
(3,987
)
 
(560
)
Restructuring charges
337

 
24

 
589

 
1,047

Acquisition-related compensation costs
6,239

 
2,123

 
14,096

 
6,623

Adjusted EBITDA
$
34,821

 
$
21,085

 
$
83,300

 
$
46,399






CHEGG, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except percentages and per share amounts)
(unaudited)
 
Three Months Ended 
 December 31,
 
Years Ended 
 December 31,
 
2018
 
2017
 
2018
 
2017
Net revenues
$
95,676

 
$
73,507

 
$
321,084

 
$
255,066

 
 
 
 
 
 
 
 
Operating expenses
$
66,062

 
$
51,115

 
$
247,308

 
$
193,858

Share-based compensation expense
(14,410
)
 
(10,803
)
 
(51,610
)
 
(38,043
)
Amortization of intangible assets
(1,812
)
 
(1,382
)
 
(6,511
)
 
(5,531
)
Restructuring charges
(337
)
 
(24
)
 
(589
)
 
(1,047
)
Acquisition-related compensation costs
(6,239
)
 
(2,123
)
 
(14,096
)
 
(6,623
)
Non-GAAP operating expenses
$
43,264

 
$
36,783

 
$
174,502

 
$
142,614

 
 
 
 
 
 
 
 
Operating expenses as a percent of net revenues
69.0
%
 
69.5
%
 
77.0
%
 
76.0
%
Non-GAAP operating expenses as a percent of net revenues
45.2
%
 
50.0
%
 
54.3
%
 
55.9
%
 
 
 
 
 
 
 
 
Income (loss) from operations
$
7,544

 
$
3,011

 
$
(6,220
)
 
$
(18,967
)
Share-based compensation expense
14,527

 
10,891

 
52,030

 
38,359

Amortization of intangible assets
1,812

 
1,382

 
6,511

 
5,531

Restructuring charges
337

 
24

 
589

 
1,047

Acquisition-related compensation costs
6,239

 
2,123

 
14,096

 
6,623

Non-GAAP income from operations
$
30,459

 
$
17,431

 
$
67,006

 
$
32,593

 
 
 
 
 
 
 
 
Net income (loss)
$
5,347

 
$
3,659

 
$
(14,888
)
 
$
(20,283
)
Share-based compensation expense
14,527

 
10,891

 
52,030

 
38,359

Amortization of intangible assets
1,812

 
1,382

 
6,511

 
5,531

Restructuring charges
337

 
24

 
589

 
1,047

Acquisition-related compensation costs
6,239

 
2,123

 
14,096

 
6,623

Amortization of debt discount and issuance costs
3,536

 

 
10,494

 

Non-GAAP net income
$
31,798

 
$
18,079

 
$
68,832

 
$
31,277

 
 
 
 
 
 
 
 
Weighted average shares used to compute net income (loss) per share
125,610

 
121,557

 
113,251

 
100,022

Effect of dilutive shares

 

 
11,992

 
11,063

Non-GAAP weighted average shares used to compute non-GAAP net income per share
125,610

 
121,557

 
125,243

 
111,085

 
 
 
 
 
 
 
 
Net income (loss) per share
$
0.04

 
$
0.03

 
$
(0.13
)
 
$
(0.20
)
Adjustments
0.21

 
0.12

 
0.68

 
0.48

Non-GAAP net income per share
$
0.25

 
$
0.15

 
$
0.55

 
$
0.28





CHEGG, INC.
RECONCILIATION OF FORWARD-LOOKING NET LOSS TO EBITDA AND ADJUSTED EBITDA
(in thousands)
(unaudited)
 
Three Months Ending March 31, 2019
 
Year Ending December 31, 2019
Net loss
$
(5,600
)
 
$
(200
)
Interest expense, net
3,900

 
15,800

Provision for income taxes
900

 
3,600

Depreciation and amortization expense
6,500

 
29,000

EBITDA
5,700

 
48,200

Share-based compensation expense
14,700

 
65,000

Other income, net
(1,000
)
 
(4,000
)
Acquisition-related compensation costs
3,100

 
7,300

Adjusted EBITDA*
$
22,500

 
$
116,500


* Adjusted EBITDA guidance for the three months ending March 31, 2019 and the year ending December 31, 2019 represents the midpoint of the ranges of $22 million to $23 million and $115 million to $118 million, respectively.



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