CHEGG, INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the New York Stock Exchange under the symbol “CHGG.” Stockholders of Record As of January 31, 2021 , there were 27 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. Dividends We do not intend to declare or pay any cash dividends in the foreseeable future. Unregistered Sales of Securities In August 2020, we issued $1.0 billion in aggregate principal amount of 2026 notes, in a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The notes are convertible into shares of our common stock on the terms set forth in the indenture governing the notes. Information relating to the issuance of the notes was provided in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2020. See Note 10, “Convertible Senior Notes,” of our consolidated financial statements and related notes included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for more information. In June 2020, our board of directors approved a securities repurchase program authorizing our repurchase of up to $500.0 million of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, and other factors. During the three months ended December 31, 2020, we repurchased $57.4 million of aggregate principal amount of the 2023 notes in privately-negotiated transactions for an aggregate consideration of $149.6 million and have $350.4 million remaining under the repurchase program. The repurchase program will end on December 31, 2021. Purchases of Securities by the Registrant and Affiliated Purchasers We did not repurchase any of our securities during the three months ended December 31, 2020, other than in connection with the forfeiture of common stock by holders of restricted stock units in exchange for payments by the Company of statutory tax withholding amounts on behalf of the holders arising as a result of the vesting of restricted stock units. Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Chegg under the Securities Act or the Exchange Act. The following graph shows a comparison from December 31, 2015 through December 31, 2020 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (S&P 500) and the NASDAQ Composite Index (NASDAQ Composite). The graph assumes that $100 was invested at the market close on December 31, 2015 in the common stock of Chegg, Inc., the S&P 500 and the NASDAQ Composite and data for the S&P 500 and the NASDAQ Composite assumes reinvestment of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance. 31 T a b l e o f C o n t e n t s ITEM 6. SELECTED FINANCIAL DATA The selected financial data set forth below should be read together with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results in any future period. Years Ended December 31, 2020 2019 2018 2017 2016 (in thousands, except per share amounts) Consolidated Statements of Operations Data: Net revenues $ 644,338 $ 410,926 $ 321,084 $ 255,066 $ 254,090 Gross profit 438,921 318,744 241,088 174,891 134,489 Net loss (6,221) (9,605) (14,888) (20,283) (42,245) Net loss per share, basic and diluted $ (0.05) $ (0.08) $ (0.13) $ (0.20) $ (0.47) Weighted average shares used to compute net loss per share, basic and diluted 125,367 119,204 113,251 100,022 90,534 As of December 31, 2020 2019 2018 2017 2016 (in thousands) Consolidated Balance Sheets Data: Total assets $ 2,251,258 $ 1,488,998 $ 760,938 $ 446,930 $ 290,652 Deferred revenue 32,620 18,780 17,418 13,440 14,836 Convertible senior notes, net 1,506,922 900,303 283,668 — — Common stock and additional paid-in capital 1,030,706 916,217 818,229 782,955 593,443 Total stockholders’ equity 609,635 498,829 410,634 391,062 221,939 32 T a b l e o f C o n t e n t s