10-Q 1 chgg-20230930.htm 10-Q chgg-20230930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
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 new logo 2021.jpg
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)

Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareCHGGThe New York Stock Exchange

•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 every Interactive Data File required to be submitted 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 such files). Yes x No ¨
•Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer☐
Non-accelerated filer ☐Smaller reporting company☐
Emerging growth company ☐
•If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
•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 23, 2023, the Registrant had 115,814,932 outstanding shares of Common Stock.




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 Study, EasyBib, the Chegg “C” logo, Busuu and Thinkful 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.

2

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 and results of operations are forward-looking statements. The words “believe,” “may,” “will,” “would,” “could,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “endeavor,” “expect,” “plan to,” “if,” “future,” “likely,” “potentially,” 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 I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Moreover, we operate in a very competitive and rapidly changing environment and 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. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect.

Our forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, and 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.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CHEGG, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for number of shares and par value)
(unaudited)
 September 30,
2023		December 31,
2022
Assets
Current assets  
Cash and cash equivalents$94,419 $473,677 
Short-term investments166,841 583,973 
Accounts receivable, net of allowance of $245 and $394 at September 30, 2023 and December 31, 2022, respectively
30,480 23,515 
Prepaid expenses30,761 28,481 
Other current assets25,195 34,754 
Total current assets347,696 1,144,400 
Long-term investments412,541 216,233 
Property and equipment, net168,735 204,383 
Goodwill617,690 615,093 
Intangible assets, net56,638 78,333 
Right of use assets26,568 18,838 
Deferred tax assets145,807 167,524 
Other assets28,964 20,612 
Total assets$1,804,639 $2,465,416 
Liabilities and stockholders' equity  
Current liabilities  
Accounts payable$18,187 $12,367 
Deferred revenue58,906 56,273 
Accrued liabilities73,133 70,234 
Total current liabilities150,226 138,874 
Long-term liabilities  
Convertible senior notes, net599,291 1,188,593 
Long-term operating lease liabilities19,537 13,375 
Other long-term liabilities2,236 7,985 
Total long-term liabilities621,064 1,209,953 
Total liabilities771,290 1,348,827 
Commitments and contingencies (Note 6)
Stockholders' equity:  
Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding
— — 
Common stock, $0.001 par value per share: 400,000,000 shares authorized; 115,671,820 and 126,473,827 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively
116 126 
Additional paid-in capital1,151,697 1,244,504 
Accumulated other comprehensive loss(56,426)(57,488)
Accumulated deficit(62,038)(70,553)
Total stockholders' equity1,033,349 1,116,589 
Total liabilities and stockholders' equity$1,804,639 $2,465,416 
See Notes to Condensed Consolidated Financial Statements.
4
CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Net revenues$157,854 $164,739 $528,308 $561,704 
Cost of revenues83,575 45,203 180,137 145,972 
Gross profit74,279 119,536 348,171 415,732 
Operating expenses:
Research and development46,202 45,426 145,981 150,321 
Sales and marketing28,872 31,803 96,845 109,580 
General and administrative57,075 53,742 186,357 154,547 
Total operating expenses132,149 130,971 429,183 414,448 
(Loss) income from operations(57,870)(11,435)(81,012)1,284 
Interest expense, net and other income, net:
Interest expense, net(733)(1,525)(3,115)(4,738)
Other income, net40,492 97,258 116,671 105,247 
Total interest expense, net and other income, net39,759 95,733 113,556 100,509 
(Loss) income before (provision for) benefit from income taxes(18,111)84,298 32,544 101,793 
(Provision for) benefit from income taxes(172)167,264 (24,029)162,987 
Net (loss) income$(18,283)$251,562 $8,515 $264,780 
Net (loss) income per share
Basic$(0.16)$1.99 $0.07 $2.07 
Diluted$(0.16)$1.23 $(0.24)$1.31 
Weighted average shares used to compute net (loss) income per share
Basic115,407 126,132 119,001 128,166 
Diluted115,407 148,045 121,876 151,221 
See Notes to Condensed Consolidated Financial Statements.

5
CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
(unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Net (loss) income$(18,283)$251,562 $8,515 $264,780 
Other comprehensive (loss) income
Change in net unrealized loss on investments, net of tax(322)(1,946)(930)(17,196)
Change in foreign currency translation adjustments, net of tax(12,925)(31,056)1,992 (79,340)
Other comprehensive (loss) income(13,247)(33,002)1,062 (96,536)
Total comprehensive (loss) income$(31,530)$218,560 $9,577 $168,244 
See Notes to Condensed Consolidated Financial Statements.

6
CHEGG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)

Three Months Ended September 30, 2023
Common Stock 
SharesPar 
Value		Additional Paid-In
Capital		 Accumulated Other Comprehensive Loss Accumulated
Deficit		 Total Stockholders’ Equity
Balances at June 30, 2023115,178 $115 $1,121,820 $(43,179)$(43,755)$1,035,001 
Issuance of common stock upon exercise of stock options
3 — 26 — — 26 
Net share settlement of equity awards491 1 (2,789)— — (2,788)
Share-based compensation expense— — 32,640 — — 32,640 
Other comprehensive loss— — — (13,247)— (13,247)
Net loss— — — — (18,283)(18,283)
Balances at September 30, 2023
115,672 $116 $1,151,697 $(56,426)$(62,038)$1,033,349 

Three Months Ended September 30, 2022
Common Stock 
SharesPar 
Value		Additional Paid-In
Capital		 Accumulated Other Comprehensive Loss Accumulated
Deficit		 Total Stockholders’ Equity
Balances at June 30, 2022126,344 $126 $1,211,506 $(68,868)$(323,973)$818,791 
Repurchases of common stock(1,147)(1)(23,077)— — (23,078)
Net share settlement of equity awards227 — (2,555)— — (2,555)
Share-based compensation expense— — 34,814 — — 34,814 
Other comprehensive loss— — — (33,002)— (33,002)
Net income— — — — 251,562 251,562 
Balances at September 30, 2022
125,424$125 $1,220,688 $(101,870)$(72,411)$1,046,532 
See Notes to Condensed Consolidated Financial Statements.




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Nine Months Ended September 30, 2023
Common Stock
SharesPar 
Value		Additional Paid-In
Capital		Accumulated Other Comprehensive LossAccumulated
Deficit		Total Stockholders’ Equity
Balances at December 31, 2022
126,474 $126 $1,244,504 $(57,488)$(70,553)$1,116,589 
Repurchases of common stock(13,008)(13)(186,355)— — (186,368)
Issuance of common stock upon exercise of stock options and ESPP379 — 3,105 — — 3,105 
Net share settlement of equity awards1,827 3 (13,857)— — (13,854)
Share-based compensation expense— — 104,003 — — 104,003 
Proceeds from capped call related to extinguishment of 2025 notes— — 297 — — 297 
Other comprehensive income— — — 1,062 — 1,062 
Net income— — — — 8,515 8,515 
Balances at September 30, 2023
115,672 $116 $1,151,697 $(56,426)$(62,038)$1,033,349 

Nine Months Ended September 30, 2022
Common Stock
SharesPar 
Value		Additional Paid-In
Capital		Accumulated Other Comprehensive LossAccumulated
Deficit		Total Stockholders’ Equity
Balances at December 31, 2021
136,952 $137 $1,449,305 $(5,334)$(337,191)$1,106,917 
Repurchases of common stock(12,709)(13)(323,515)— — (323,528)
Issuance of common stock upon exercise of stock options and ESPP319 — 4,557 — — 4,557 
Net share settlement of equity awards862 1 (12,776)— — (12,775)
Share-based compensation expense— — 103,117 — — 103,117 
Other comprehensive loss— — — (96,536)— (96,536)
Net income— — — — 264,780 264,780 
Balances at September 30, 2022
125,424$125 $1,220,688 $(101,870)$(72,411)$1,046,532 
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,
 20232022
Cash flows from operating activities 
Net income$8,515 $264,780 
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation expense101,596 98,341 
Other depreciation and amortization expense108,945 64,295 
Deferred income taxes20,929 6,376 
Gain on early extinguishment of debt(85,926)(93,519)
Loss contingency7,000 — 
Operating lease expense, net4,535 4,746 
Impairment of intangible asset3,600 — 
Loss from write-off of property and equipment3,578 3,117 
Amortization of debt issuance costs2,610 4,084 
Gain on foreign currency remeasurement of purchase consideration— (4,628)
Tax benefit related to release of valuation allowance — (174,601)
Print textbook depreciation expense— 1,610 
Impairment on lease related assets— 3,411 
Gain on textbook library, net— (4,976)
Other non-cash items(389)619 
Change in assets and liabilities, net of effect of acquisition of business:  
Accounts receivable(6,908)(2,259)
Prepaid expenses and other current assets558 13,251 
Other assets8,671 15,926 
Accounts payable4,820 (1,728)
Deferred revenue2,539 11,434 
Accrued liabilities(6,149)(23,323)
Other liabilities(9,810)(5,240)
Net cash provided by operating activities168,714 181,716 
Cash flows from investing activities  
Purchases of property and equipment(57,298)(79,242)
Purchases of textbooks— (3,815)
Proceeds from disposition of textbooks9,787 2,503 
Purchases of investments(585,275)(534,008)
Maturities of investments561,197 783,912 
Proceeds from sale of investments238,681 — 
Purchase of strategic equity investment(11,853)(6,000)
Acquisition of business, net of cash acquired— (401,125)
Net cash provided by (used in) investing activities155,239 (237,775)
Cash flows from financing activities  
Proceeds from common stock issued under stock plans, net3,108 4,558 
Payment of taxes related to the net share settlement of equity awards(13,857)(12,776)
Repurchases of common stock(186,368)(323,528)
Repayment of convertible senior notes(505,986)(401,203)
Proceeds from exercise of convertible senior notes capped call297 — 
Net cash used in financing activities(702,806)(732,949)
Effect of exchange rate changes(379)4,628 
Net decrease in cash, cash equivalents and restricted cash(379,232)(784,380)
Cash, cash equivalents and restricted cash, beginning of period475,854 855,893 
Cash, cash equivalents and restricted cash, end of period$96,622 $71,513 
 Nine Months Ended
September 30,
 20232022
Supplemental cash flow data:
Cash paid during the period for:  
Interest$741 $875 
Income taxes, net of refunds$8,368 $5,530 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$7,037 $6,908 
Right of use assets obtained in exchange for lease obligations:
Operating leases$12,407 $7,603 
Non-cash investing and financing activities:  
Accrued purchases of long-lived assets$5,879 $4,101 

September 30,
20232022
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$94,419 $69,349 
Restricted cash included in other current assets60 63 
Restricted cash included in other assets2,143 2,101 
Total cash, cash equivalents and restricted cash$96,622 $71,513 
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. (“we,” “us,” “our,” “Company” or “Chegg”), headquartered in Santa Clara, California, was incorporated as a Delaware corporation in July 2005. Millions of people all around the world Learn with Chegg. Our mission is to improve learning and learning outcomes by putting students first. We support life-long learners starting with their academic journey and extending into their careers. The Chegg platform provides products and services to support learners to help them better understand their academic course materials, and also provides personal and professional development skills training, to help them achieve their learning goals.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements include the results of Chegg, Inc. and its wholly-owned subsidiaries. Significant intercompany balances and transactions have been eliminated. 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, 2023, our results of operations, results of comprehensive (loss) income, and stockholders' equity for the three and nine months ended September 30, 2023 and 2022 and cash flows for the nine months ended September 30, 2023 and 2022. Our results of operations, results of comprehensive (loss) income, stockholders' equity, and cash flows for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year.

We have a single operating and reportable segment and operating unit structure. 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 that are included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the Annual Report on Form 10-K) filed with the SEC.

Except for our policies on strategic investments, 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.

Strategic Investments

Investments in partnerships where we have the ability to exercise significant influence, but not control, over the investee are accounted for under the equity method of accounting. Equity method investments are initially recorded at cost and adjusted for our share of the investees' earnings or losses, based on our percentage ownership, recognized on a one-quarter lag basis within other income, net on our condensed consolidated statements of operations.

Investments in entities where we do not have the ability to exercise significant influence and which do not have readily determinable fair values are accounted for at cost, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, if any.

Strategic investments are included in other assets on our condensed consolidated balance sheets. We assess our strategic investments for impairment whenever events or changes in circumstances indicate that they may be impaired. The factors we consider in our evaluation include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee or factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations or working capital deficiencies.

Use of Estimates

The preparation of financial statements in conformity with 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 revenues and expenses during the reporting periods. 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
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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. There have been no material changes in our use of estimates during the nine months ended September 30, 2023 as compared to the use of estimates disclosed in Part II, Item 8 “Consolidated Financial Statements and Supplementary Data” contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

Leases

During the nine months ended September 30, 2023, we extended our existing lease agreement related to our corporate headquarters in Santa Clara and reassessed lease terms related to office spaces internationally in India, resulting in the recording of $12.4 million of right of use assets in exchange for lease liabilities.

The aggregate future minimum lease payments and reconciliation to operating lease liabilities as of September 30, 2023, are as follows (in thousands):
September 30, 2023
Remaining three months of 2023$2,201 
20247,818 
20256,578 
20265,903 
20275,493 
Thereafter1,898 
Total future minimum lease payments29,891 
Less imputed interest(3,485)
Total lease liabilities$26,406 

Condensed Consolidated Statements of Operations Details

Other income, net consists of the following (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Gain on early extinguishment of debt$32,149 $93,519 $85,926 $93,519 
Interest income8,430 3,737 30,351 7,246 
Gain on foreign currency remeasurement of purchase consideration— — — 4,628 
Other(87)2 394 (146)
Total other income, net
$40,492 $97,258 $116,671 $105,247 

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

There were no accounting pronouncements issued during the nine months ended September 30, 2023 that would have a material impact on our financial statements.

Recently Adopted Accounting Pronouncements

We did not adopt any accounting pronouncements during the nine months ended September 30, 2023 that had a material impact on our financial statements.

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Note 2. Revenues

Revenue Recognition

Revenues are recognized when control of the goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The majority of our revenues are recognized over time, with certain revenues being recognized at a point in time.

We have changed our revenue disaggregation to Subscription Services and Skills and Other to better reflect the nature and timing of revenue and cash flows. Subscription Services includes revenues from our Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu offerings. Skills and Other includes revenues from our Skills, advertising services, print textbooks and eTextbooks offerings. We no longer present our Required Materials product line separately as we no longer recognize significant revenue from our print textbook and eTextbooks offerings.

The following tables set forth our total net revenues for the periods shown disaggregated for our Subscription Services and Skills and Other product lines (in thousands, except percentages):
 Three Months Ended
September 30,		Change
 20232022$%
Subscription Services$139,912 $146,001 $(6,089)(4)%
Skills and Other17,942 18,738 (796)(4)
Total net revenues$157,854 $164,739 $(6,885)(4)
 Nine Months Ended
September 30,		Change
 20232022$%
Subscription Services$474,207 $494,462 $(20,255)(4)%
Skills and Other54,101 67,242 (13,141)(20)
Total net revenues$528,308 $561,704 $(33,396)(6)

During the three and nine months ended September 30, 2023, we recognized revenues of $36.6 million and $53.0 million, respectively, that were included in our deferred revenue balance at the beginning of each respective reporting period. During the three and nine months ended September 30, 2022, we recognized revenues of $35.2 million and $33.8 million, respectively, that were included in our deferred revenue balance at the beginning of each respective reporting period.

Contract Balances

The following table presents our accounts receivable, net, contract assets and deferred revenue balances (in thousands, except percentages):
 Change
 September 30,
2023		December 31, 2022$%
Accounts receivable, net$30,480 $23,515 $6,965 30 %
Contract assets9,148 11,946 (2,798)(23)
Deferred revenue58,906 56,273 2,633 5 

During the nine months ended September 30, 2023 our accounts receivable, net balance increased by $7.0 million, or 30%, primarily due to timing of billings and seasonality of our business. During the nine months ended September 30, 2023, our contract assets balance decreased by $2.8 million, or 23%, primarily due to our Thinkful service. During the nine months ended September 30, 2023, our deferred revenue balance increased by $2.6 million, or 5%, primarily due to timing of bookings and seasonality of our business.

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Note 3. Net (Loss) Income Per Share

The following tables set forth the computation of basic and diluted net (loss) income per share (in thousands, except per share amounts):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Basic
Numerator:
Net (loss) income
$(18,283)$251,562 $8,515 $264,780 
Denominator:
Weighted average shares used to compute net (loss) income per share, basic
115,407 126,132 119,001 128,166 
Net (loss) income per share, basic
$(0.16)$1.99 $0.07 $2.07 
Diluted
Numerator:
Net (loss) income$(18,283)$251,562 $8,515 $264,780 
Convertible senior notes activity, net of tax(1)
— (69,042)(38,079)(66,630)
Net (loss) income, diluted
$(18,283)$182,520 $(29,564)$198,150 
Denominator:
Weighted average shares used to compute net (loss) income per share, basic
115,407 126,132 119,001 128,166 
Shares related to stock plan activity— 504 — 674 
Shares related to convertible senior notes— 21,409 2,875 22,381 
Weighted average shares used to compute net (loss) income per share, diluted
115,407 148,045 121,876 151,221 
Net (loss) income per share, diluted
$(0.16)$1.23 $(0.24)$1.31 
(1) Includes the gain on early extinguishment and interest expense on our notes, net of tax, when dilutive. For further information, see Note 5, “Convertible Senior Notes.”

The following potential weighted-average shares of common stock outstanding were excluded from the computation of diluted net (loss) income per share because including them would have been anti-dilutive (in thousands):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Shares related to stock plan activity8,732 7,534 8,349 4,148 
Shares related to convertible senior notes10,280 — 10,378 — 
Total common stock equivalents19,012 7,534 18,727 4,148 

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Note 4. Cash and Cash Equivalents, Investments and Fair Value Measurements

The following tables show our cash and cash equivalents, and investments’ fair value level classification, adjusted cost, unrealized gain, unrealized loss and fair value as of September 30, 2023 and December 31, 2022 (in thousands except for fair value levels):
 September 30, 2023
 Fair Value LevelAdjusted CostUnrealized GainUnrealized LossFair Value
Cash and cash equivalents:   
Cash$42,015 $— $— $42,015 
Money market fundsLevel 152,404 — — 52,404 
Total cash and cash equivalents$94,419 $— $— $94,419 
Short-term investments:   
Corporate debt securitiesLevel 2$58,911 $— $(258)$58,653 
Agency bondsLevel 2108,919 — (731)108,188 
Total short-term investments$167,830 $— $(989)$166,841 
Long-term investments:   
Corporate debt securitiesLevel 2$220,649 $8 $(2,598)$218,059 
U.S. treasury securitiesLevel 198,462 — (1,248)97,214 
Agency bondsLevel 298,642 — (1,374)97,268 
Total long-term investments$417,753 $8 $(5,220)$412,541 

 December 31, 2022
 Fair Value LevelAdjusted CostUnrealized GainUnrealized LossFair Value
Cash and cash equivalents:   
Cash$33,532 $— $— $33,532 
Money market fundsLevel 1440,145 — — 440,145 
Total cash and cash equivalents$473,677 $— $— $473,677 
Short-term investments:   
Commercial paperLevel 2$11,744 $— $(29)$11,715 
Corporate debt securitiesLevel 2491,459 — (4,130)487,329 
U.S. treasury securitiesLevel 185,271 — (342)84,929 
Total short-term investments$588,474 $— $(4,501)$583,973 
Long-term investments:   
Corporate debt securitiesLevel 2$125,735 $158 $(909)$124,984 
U.S. treasury securitiesLevel 130,633 122 — 30,755 
Agency bondsLevel 260,635 — (141)60,494 
Total long-term investments$217,003 $280 $(1,050)$216,233 

As of September 30, 2023, we determined that the unrealized losses on our investments were not driven by credit related factors. During the three and nine months ended September 30, 2023 and 2022, we did not recognize any losses on our investments due to credit related factors. During the three and nine months ended September 30, 2023 and 2022, our realized gains and losses on investments were not significant.
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The following table shows our cash equivalents and investments' adjusted cost and fair value by contractual maturity as of September 30, 2023 (in thousands):
 Adjusted CostFair Value
Due within one year$167,830 $166,841 
Due after one year through three years417,753 412,541 
Investments not due at a single maturity date52,404 52,404 
Total$637,987 $631,786 

Investments not due at a single maturity date in the preceding table consisted of money market funds.

Strategic Investments

In May 2023, we entered into a $15.0 million commitment to invest in Sound Ventures AI Fund, L.P. (Sound Ventures), a limited partnership that invests in artificial intelligence companies, for an approximate 6% ownership. We accounted for our investment under the equity method of accounting. During the nine months ended September 30, 2023, we funded $11.8 million of our investment commitment. As part of the conditions for entering into the investment, we are contractually required to provide additional investment commitments. As of September 30, 2023, we have unfunded investment commitments of $3.2 million, which can be issued at any time within five years of the commencement of the partnership, which occurred in February 2023.

In July 2022, we completed an investment of $6.0 million in Knack Technologies, Inc. (Knack), a privately held U.S. based peer-to-peer tutoring platform for higher education institutions. We do not have the ability to exercise significant influence over Knack's operating and financial policies and have elected to account for our investment at cost as it does not have a readily determinable fair value. We did not record any impairment charges during the three and nine months ended September 30, 2023, as there were no significant identified events or changes in circumstances that would be considered an indicator for impairment. There were no observable price changes in orderly transactions for the identical or similar investments of the same issuer during the three and nine months ended September 30, 2023.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value with the exception of the notes (defined below). The estimated fair value of the notes was determined based on the trading price of the notes as of the last day of trading for the period. We consider the fair value of the notes to be a Level 2 measurement due to the limited trading activity. The estimated fair value of the 2026 notes as of September 30, 2023 and December 31, 2022 was $191.3 million and $385.0 million, respectively. The estimated fair value of the 2025 notes as of September 30, 2023 and December 31, 2022 was $324.1 million and $640.5 million, respectively. For further information on the notes, refer to Note 5, “Convertible Senior Notes.”

Note 5. Convertible Senior Notes

In August 2020, we issued $1.0 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (2026 notes). The aggregate principal amount of the 2026 notes includes $100 million from the initial purchasers fully exercising their option to purchase additional notes. In March 2019, we issued $700 million in aggregate principal amount of 0.125% convertible senior notes due in 2025 (2025 notes, together with the 2026 notes, the notes) and in April 2019, the initial purchasers fully exercised their option to purchase $100 million of additional 2025 notes for aggregate total principal amount of $800 million. The notes were issued in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.

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The total net proceeds from the notes are as follows (in thousands):
2026 Notes2025 Notes
Principal amount$1,000,000 $800,000 
Less initial purchasers’ discount(15,000)(18,998)
Less other issuance costs(904)(822)
Net proceeds$984,096 $780,180 

The notes are our senior, unsecured obligations and are governed by indenture agreements by and between us and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as Trustee (the indentures). The 2026 notes bear no interest and will mature on September 1, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The 2025 notes bear interest of 0.125% per year which is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019. The 2025 notes will mature on March 15, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date.

Each $1,000 principal amount of the 2026 notes will initially be convertible into 9.2978 shares of our common stock. This is equivalent to an initial conversion price of approximately $107.55 per share, which is subject to adjustment in certain circumstances. Each $1,000 principal amount of the 2025 notes will initially be convertible into 19.3956 shares of our common stock. This is equivalent to an initial conversion price of approximately $51.56 per share, which is subject to adjustment in certain circumstances.

Prior to the close of business on the business day immediately preceding June 1, 2026 for the 2026 notes and December 15, 2024 for the 2025 notes, the notes are convertible at the option of holders only upon satisfaction of the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 for the 2026 notes and June 30, 2019 for the 2025 notes, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the respective conversion price for the notes on each applicable trading day;
•during the five-business day period after any 10 consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
•if we call any or all of the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
•upon the occurrence of certain specified corporate events described in the indentures.

On or after June 1, 2026 for the 2026 notes and December 15, 2024 for the 2025 notes until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, the notes may be settled in shares of our common stock, cash or a combination of cash and shares of our common stock, at our election.

If we undergo a fundamental change, as defined in the indentures, prior to the respective maturity dates, subject to certain conditions, holders of the notes may require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if specific corporate events, described in the indentures, occur prior to the respective maturity dates, we will also increase the conversion rate for a holder who elects to convert their notes in connection with such specified corporate events.

In August 2023, in connection with our securities repurchase program, we extinguished $169.7 million aggregate principal amount of the 2026 notes in privately-negotiated transactions for a total consideration of $135.8 million, which was paid to the holders in cash. We also incurred approximately $0.4 million in fees resulting in a total reacquisition price of $136.2 million. The carrying amount of the extinguished notes was $168.3 million resulting in a $32.1 million gain on early extinguishment of debt. We elected to reacquire and not cancel the extinguished 2026 notes.

In May 2023, in connection with our securities repurchase program, we extinguished $85.8 million and $341.1 million aggregate principal amount of the 2026 notes and 2025 notes, respectively, in privately-negotiated transactions for a total consideration of $368.6 million, which was paid to the holders in cash. We also incurred approximately $1.2 million in fees
16
resulting in a total reacquisition price of $369.8 million. The carrying amount of the extinguished notes was $423.5 million resulting in a $53.8 million gain on early extinguishment of debt. We elected to reacquire and not cancel the extinguished 2026 notes and the 2025 notes were canceled with the trustee. Additionally, we terminated 2025 notes capped call transactions underlying 6,615,161 shares of our common stock and received aggregate cash proceeds of $0.3 million.

As of September 30, 2023, we had 9,297,800 and 6,961,352 shares remaining underlying the 2026 notes and 2025 notes, respectively. During the three months ended September 30, 2023, the conditions allowing holders of the 2026 notes and 2025 notes to convert were not met and therefore the 2026 notes and 2025 notes are not convertible the following quarter.

The net carrying amount of the notes is as follows (in thousands):
September 30, 2023December 31, 2022
2026 Notes2025 Notes2026 Notes2025 Notes
Principal$244,479 $358,914 $500,000 $699,979 
Unamortized issuance costs(1,883)(2,219)(4,837)(6,549)
Net carrying amount$242,596 $356,695 $495,163 $693,430 

The following table sets forth the total interest expense recognized related to the notes (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
2026 notes:
Contractual interest expense$— $— $— $— 
Amortization of issuance costs238 556 873 1,863 
Total 2026 notes interest expense$238 $556 $873 $1,863 
2025 notes:
Contractual interest expense$112 $220 $510 $654 
Amortization of issuance costs384 749 1,737 2,221 
Total 2025 notes interest expense$496 $969 $2,247 $2,875 

Capped Call Transactions

Concurrently with the offering of the 2026 notes and 2025 notes, we used $103.4 million and $97.2 million, respectively, of the net proceeds to enter into privately negotiated capped call transactions which are expected to reduce or offset potential dilution to holders of our common stock upon conversion of the notes or offset the potential cash payments we would be required to make in excess of the principal amount of any converted notes. The capped call transactions automatically exercise upon conversion of the notes and as of September 30, 2023, cover 9,297,800 and 6,961,352 shares of our common stock for the 2026 notes and 2025 notes, respectively. These are intended to effectively increase the overall conversion price from $107.55 to $156.44 per share for the 2026 notes and $51.56 to $79.32 per share for the 2025 notes. The effective increase in conversion price as a result of the capped call transactions serves to reduce potential dilution to holders of our common stock and/or offset the cash payments we are required to make in excess of the principal amount of any converted notes. As these transactions meet certain accounting criteria, they are recorded in stockholders’ equity as a reduction of additional paid-in capital on our condensed consolidated balance sheets and are not accounted for as derivatives. The fair value of the capped call instrument is not remeasured each reporting period. The cost of the capped call is not expected to be deductible for tax purposes.

Note 6. Commitments and Contingencies

We may from time to time be subject to certain legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks, patents, copyrights, and other intellectual property rights; employment claims; and general contract or other claims. We may also, from time to time, be subject to various legal or government claims, demands, disputes, investigations, or requests for information. 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.

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On March 1, 2023, Plaintiff Shiva Stein, derivatively on behalf of Chegg, filed a stockholder derivative complaint in the Court of Chancery of the State of Delaware (Case No. 2023-0244-NAC) asserting breach of fiduciary duty, unjust enrichment, and waste of corporate asset claims against members of Chegg’s Board and certain Chegg officers. The matter is stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.

On February 14, 2023, Plaintiff Brian Stansell, individually and on behalf of other similarly situated stockholders of Chegg, filed a putative class action complaint in the Court of Chancery of the State of Delaware (Case No. 2023-0180) on behalf of all Chegg stockholders who were eligible to vote at Chegg's 2022 Annual Stockholders' Meeting, asserting breach of fiduciary duty claims against the members of Chegg's Board. The Company disputes these claims and intends to vigorously defend itself in this matter.

On December 27, 2022, Plaintiff Sheri Moyer, individually and on behalf of all others similarly situated, filed a putative consumer class action in the United States District Court for the Northern District of California (Case No. 22-cv-09123) on behalf of all purchasers of a Chegg product or service as part of an automatic renewal plan or continuous service offer within the past four years. On July 25, 2023, the Company received an order granting its motion to compel arbitration, and the case will be stayed pending arbitration. The Company and Plaintiff have resolved this matter by agreement and dismissal is in process.

On December 22, 2022, JPMorgan Chase Bank, N.A. (JPMC) asserted a demand for repayment by the Company of certain investment proceeds received by the Company in its capacity as an investor in TAPD, Inc. (more commonly known as “Frank”). JPMC seeks such repayment pursuant to certain provisions in the existing Support Agreement between JPMC and the Company that was entered into in connection with JPMC's acquisition of Frank. JPMC has alleged fraud on the part of certain former Frank executives regarding the quantity and quality of its customer accounts. The Company is not at fault however is pursuing a settlement agreement with JPMC. As of September 30, 2023, we believe a loss is probable and reasonably estimable, and we have previously recognized an estimated loss contingency accrual of $7.0 million within general and administrative expense on our condensed consolidated statements of operations during the three months ended June 30, 2023.

On November 9, 2022, Plaintiff Joshua Keller, individually and on behalf of all others similarly situated, filed a putative class action in the United States District Court for the Northern District of California (Case No. 22-cv-06986) on behalf of individuals whose data was allegedly impacted by past data breaches. On August 15, 2023, the Company received an order granting its motion to compel arbitration, and the case will be stayed and administratively closed pending the conclusion of arbitration, if Plaintiff decides to pursue arbitration. The Company disputes Plaintiff's claims and intends to vigorously defend itself in this matter should it continue.

On March 30, 2022, Joseph Robinson, derivatively on behalf of Chegg, filed a shareholder derivative complaint against Chegg and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging violations of securities laws and breaches of fiduciary duties. On February 22, 2023, Plaintiff filed an Amended Shareholder Derivative Complaint. This matter has been consolidated with Choi, below, and both matters are stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.

On January 12, 2022, Rak Joon Choi, derivatively on behalf of Chegg, filed a shareholder derivative complaint against Chegg and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging violations of securities laws, breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. On February 22, 2023, Plaintiff filed an Amended Shareholder Derivative Complaint. This matter has been consolidated with Robinson, above, and both matters are stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.

On December 22, 2021, Steven Leventhal, individually and on behalf of all others similarly situated, filed a purported securities fraud class action on behalf of all purchasers of Chegg common stock between May 5, 2020 and November 1, 2021, inclusive, against Chegg and certain of its current and former officers in the United States District Court for the Northern District of California (Case No. 5:21-cv-09953), alleging that Chegg and several of its officers made materially false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On September 7, 2022, KBC Asset Management and The Pompano Beach Police & Firefighters Retirement System were appointed as lead plaintiff in the case. On December 8, 2022, Plaintiff filed his Amended Complaint and seeks unspecified compensatory damages, costs, and expenses, including counsel and expert fees. The Company disputes these claims and intends to vigorously defend itself in this matter.

On September 13, 2021, Pearson Education, Inc. (Pearson) filed a complaint captioned Pearson Education, Inc. v. Chegg, Inc. (Pearson Complaint) in the United States District Court for the District of New Jersey against the Company (Case 2:21-
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cv-16866), alleging infringement of Pearson’s registered copyrights and exclusive rights under copyright in violation of the United States Copyright Act. Pearson is seeking injunctive relief, monetary damages, costs, and attorneys’ fees. The Company filed its answer to the Pearson Complaint on November 19, 2021. Pearson’s June 29, 2022 Motion for Leave to File Amended Complaint seeking to add Bedford, Freeman & Worth Publishing Group, LLC d/b/a Macmillan Learning as a plaintiff was denied. Pearson filed an Amended Complaint on May 10, 2023, and the Company filed an amended answer on June 7, 2023. The Company disputes these claims and intends to vigorously defend itself in this matter.

On June 18, 2020, we received a Civil Investigative Demand (CID) from the Federal Trade Commission (FTC) regarding certain alleged deceptive or unfair acts or practices related to consumer privacy and/or data security. On October 31, 2022, the FTC published the parties’ agreed-upon consent order regarding Chegg’s privacy and data security practices. On January 27, 2023, the FTC finalized its order ("Final Order") requiring Chegg to implement a comprehensive information security program, limit the data the Company can collect and retain, offer users multi factor authentication to secure their accounts, and allow users to request access to and delete their data. No monetary penalties or fines were included in the Final Order.

Aside from the loss contingency accrual recorded related to the Frank matter, we have not recorded any additional loss contingency accruals related to the above matters as we do not believe that a loss is probable in these matters. 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 analysis of whether a claim will proceed to litigation cannot be predicted 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 7. 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 immaterial. We have not recorded any liabilities for these agreements as of September 30, 2023.

Note 8. Common Stock

We are authorized to issue 400 million shares of our common stock, with a par value per share of $0.001. As of September 30, 2023, we have reserved the following shares of our common stock for future issuance:
September 30, 2023
Outstanding stock options254,209 
Outstanding RSUs and PSUs10,295,610 
Shares available for grant under the 2023 Equity Incentive Plan12,166,070 
Shares available for issuance under the Amended and Restated 2013 Employee Stock Purchase Plan4,000,000 
Total common shares reserved for future issuance26,715,889 

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Stock Plans

2023 Equity Incentive Plan

On April 7, 2023, our Board of Directors adopted our 2023 Equity Incentive Plan (the “2023 EIP”), which was subsequently approved by our stockholders and became effective on June 7, 2023, replacing our 2013 Equity Incentive Plan (the “2013 Plan”). On the effective date of the 2023 EIP, 12,000,000 shares of our common stock were reserved for issuance under the 2023 EIP. On June 6, 2023, the date on which the 2013 Plan expired, all remaining shares available for grant under the 2013 Plan were cancelled, and we will not make any additional grants under the 2013 Plan. In addition, any shares subject to awards, including shares subject to awards granted under the 2013 Plan that were outstanding on June 7, 2023, that are cancelled, forfeited, repurchased, expire by their terms without shares being issued, are used to pay the exercise price of an option or stock appreciation right or withheld to satisfy the tax withholding obligations related to any award, will be returned to the pool of shares available for grant and issuance under the 2023 EIP. As of September 30, 2023, there were 12,166,070 shares available for grant under the 2023 EIP. The 2023 EIP permits the granting of incentive stock options, non-qualified stock options, RSUs, restricted stock awards, stock bonus awards, stock appreciation rights and performance awards. The 2023 EIP terminates on April 7, 2033.

Amended and Restated 2013 Employee Stock Purchase Plan

On April 7, 2023, our Board of Directors adopted our Amended and Restated 2013 Employee Stock Purchase Plan (the “A&R ESPP”), which was subsequently approved by our stockholders and became effective on June 7, 2023. The A&R ESPP permits eligible employees to purchase shares of our common stock by accumulating funds through periodic payroll deductions. The A&R ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. Under the A&R ESPP, eligible employees will be granted an option to purchase shares of our common stock at a 15% discount to the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period or (ii) the last day of each purchase period in the applicable offering period. The Compensation Committee of our Board of Directors shall determine the duration and commencement date of each offering period, provided that an offering period shall in no event be longer than twenty-seven (27) months, except as otherwise provided by an applicable sub-plan. Upon approval of the A&R ESPP, the available share pool under our existing 2013 Employee Stock Purchase Plan was reduced, and we have reserved 4,000,000 shares of our common stock under the A&R ESPP. As of September 30, 2023, there were 4,000,000 shares of common stock available for future issuance under the A&R ESPP.

2023 Equity Inducement Plan

On October 11, 2023, our Board of Directors approved and adopted our 2023 Equity Inducement Plan (the “2023 EINP”). On the effective date of the 2023 EINP, 2,000,000 shares of our common stock were reserved for issuance under the 2023 EINP. The 2023 EINP permits the granting of non-qualified stock options and restricted stock unit awards. The 2023 EINP terminates on the later of (i) October 11, 2033 or (ii) ten years from the last date that additional shares are added to the EINP by the Compensation Committee of our Board of Directors.

Note 9. Stockholders' Equity

Share Repurchases

In June 2023, we repurchased 3,433,157 shares of our common stock in open market transactions for $34.5 million.

In February 2023, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2023 ASR). We accounted for the 2023 ASR as two separate transactions, a repurchase of our common stock and an equity-linked contract indexed to our common stock that met certain accounting criteria for classification in stockholders' equity. Upon execution, we paid a fixed amount of $150.0 million and received an initial delivery of 7,599,747 shares of our common stock, which were retired immediately. The initial delivery of shares of our common stock represented approximately 80 percent of the fixed amount paid of $150.0 million, which was based on the share price of our common stock on the date of execution. The 2023 ASR, along with $1.9 million in associated costs, primarily consisting of an estimated 1% excise tax, were recorded as a reduction to additional paid in capital on our condensed consolidated statements of stockholders’ equity. The 2023 ASR settled during the three months ended June 30, 2023 and we received an additional delivery of 1,974,762 shares of our common stock, which were retired immediately. The 2023 ASR resulted in a total repurchase of 9,574,509 shares of our common stock at a
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volume-weighted-average price, less an agreed upon discount, of $15.67 per share. We were not required to make any additional cash payments or delivery of common stock to the financial institution upon settlement.

In February 2022 and December 2021, we entered into ASR agreements with financial institutions. During the year ended December 31, 2022, we received a total of 11,562,475 shares of our common stock from these ASR agreements, which were retired immediately. Additionally, during the year ended December 31, 2022, we repurchased 1,146,803 shares of our common stock in open market transactions.

Securities Repurchase Program

In August 2023, our board of directors approved a $200.0 million increase to our existing securities repurchase program authorizing the repurchase of up to $2.2 billion 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.

As of December 31, 2022, we had $642.6 million remaining under the securities repurchase program. During the nine months ended September 30, 2023, we increased our existing securities repurchase program by $200.0 million, repurchased shares of our common stock for $184.5 million and a portion of our notes for $504.4 million. As of September 30, 2023, we had $153.7 million remaining under the securities repurchase program, which has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.

Share-based Compensation Expense

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,
 2023202220232022
Cost of revenues$598 $653 $1,685 $1,945 
Research and development11,027 9,172 33,909 30,954 
Sales and marketing2,435 2,771 7,116 11,176 
General and administrative17,870 21,574 58,886 54,266 
Total share-based compensation expense$31,930 $34,170 $101,596 $98,341 

During the three and nine months ended September 30, 2023, we capitalized share-based compensation expense of $0.7 million and $2.4 million, respectively. During the three and nine months ended September 30, 2022, we capitalized share-based compensation expense of $0.7 million and $4.8 million, respectively. As of September 30, 2023, total unrecognized share-based compensation expense was approximately $170.7 million, which is expected to be recognized over the remaining weighted-average vesting period of approximately 1.9 years.

Activity for RSUs and PSUs is as follows:
 RSUs and PSUs Outstanding
 Shares OutstandingWeighted Average Grant Date Fair Value
Balance at December 31, 20229,155,680 $36.03 
Granted5,546,566 15.39 
Released(2,852,092)35.71 
Forfeited(1,554,544)32.67 
Balance at September 30, 202310,295,610 25.51 

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Note 10. Restructuring

In June 2023, we announced a reduction in workforce to better position the Company to execute against its AI strategy and to create long-term, sustainable value for its students and investors. This resulted in a management approved restructuring plan that impacted approximately 90 employees primarily in the United States. During the nine months ended September 30, 2023, we recorded restructuring charges of $5.7 million related to one-time employee termination benefits classified on our condensed consolidated statements of operations based on the employees' job function. As of September 30, 2023, $4.7 million in payments have been made and the $1.0 million liability is included within accrued liabilities on our condensed consolidated balance sheets. The total cost of the restructuring plan of $5.7 million has been recorded and we expect it to be substantially completed by the end of fiscal 2023. We expect cost savings from the restructuring plan to be reinvested in future growth opportunities.

Note 11. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):
September 30, 2023December 31, 2022
Content$325,811 $339,879 
Software
43,595 45,422 
Leasehold improvements10,784 10,860 
Furniture and fixtures5,147 4,952 
Computer and equipment3,514 3,321 
Property and equipment388,851 404,434 
Less accumulated depreciation and amortization(220,116)(200,051)
Property and equipment, net$168,735 $204,383 

Depreciation and content amortization expense during the three and nine months ended September 30, 2023 was $56.9 million and $108.9 million, respectively, which included the $34.2 million accelerated depreciation discussed below. Depreciation and content amortization expense during the three and nine months ended September 30, 2022 was $22.4 million and $64.3 million, respectively.

As part of the design and build of our new generative AI experience, in August 2023, we streamlined our product experiences. As a result, we elected to abandon certain content and software assets and accelerated depreciation over shortened useful lives for completed assets as well as impaired in-progress software assets prior to their completion. We also recognized other costs associated with abandoning these content and software assets. Additionally, we impaired our internships.com trade name and adjusted the carrying value to zero. The total content and related assets charge has been recorded during the three months ended September 30, 2023.

Condensed consolidated statements of operations classification and total charge recorded is as follows (in thousands):
Classification
Total charge
Accelerated depreciation of content and software
Cost of revenues$34,195 
Impairment of in-progress software
Cost of revenues2,616 
Other costs
Cost of revenues1,431 
Total costs of revenues
38,242 
Impairment of indefinite-lived trade name
General and administrative3,600 
Total general and administrative expense
3,600 
Total content and related assets charge
$41,842 
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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 Statements (unaudited)” of this Quarterly Report on Form 10-Q. In addition to historical 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 section titled “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.

Overview

Millions of people all around the world Learn with Chegg. Our mission is to improve learning and learning outcomes by putting students first. We support life-long learners starting with their academic journey and extending into their careers. The Chegg platform provides products and services to support learners to help them better understand their academic course materials, and also provides personal and professional development skills training, to help them achieve their learning goals.

Our long-term strategy is centered upon our ability to utilize our Subscription Services to increase student engagement with our learning platform. We continue to invest in the expansion of our offerings and technology platform to provide a more compelling and personalized solution and deepen engagement with students. As AI technologies continue to advance, we are taking advantage of the increased opportunities by leveraging new tools to better serve our students. We rapidly realigned our investments and resources around AI earlier this year, and we continue to position ourselves for success, including utilizing Chegg technology as well as third-party AI tools to develop large language models (LLMs) that will allow our students to see a much simpler, conversational user interface, personalized learning pathways, more in-depth content, and the ability to transform it automatically into innovative study tools. Our ability to achieve these long-term objectives is subject to numerous risks and uncertainties, which are described in greater detail in Part II, Item 1A, “Risk Factors.”

During the three and nine months ended September 30, 2023, we generated net revenues of $157.9 million and $528.3 million, respectively. During the three and nine months ended September 30, 2022, we generated net revenues of $164.7 million and $561.7 million, respectively.

We have changed our revenue disaggregation to Subscription Services and Skills and Other to better reflect the nature and timing of revenue and cash flows. Subscription Services includes revenues from our Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu offerings. Skills and Other includes revenues from our Skills, advertising services, print textbooks and eTextbooks offerings. We no longer present our Required Materials product line separately as we no longer expect to have significant revenue from our print textbook and eTextbooks offerings.

We have presented revenues for our two product lines, Subscription Services and Skills and Other, based on how students view us and the utilization of our products by them. More detail on our two product lines is discussed in the next two sections titled “Subscription Services” and “Skills and Other.”

Subscription Services

Our Subscription Services can be accessed internationally through our websites and on mobile devices and include Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu and students typically pay to access our Subscription Services on a monthly basis. Revenues from our Subscription Services are primarily recognized ratably over the monthly subscription period whereas the number of subscribers are determined as those who have paid to access our services at any time during the period. Changes in revenues are primarily related to changes in subscribers however they may not necessarily coincide as a result of timing. Our Chegg Study subscription service provides “Expert Questions and Answers” and step-by-step “Textbook Solutions,” helping students with their course work. When students need writing help, including plagiarism detection scans and creating citations for their papers, they can use our Chegg Writing subscription service. Our Chegg Math subscription service, including Mathway, helps students understand math by providing a step-by-step math solver and calculator. We also offer our Chegg Study Pack as a premium subscription bundle of our Chegg Study, Chegg Writing, and Chegg Math services, which also includes additional features such as flashcards, concept videos, practice questions and quizzes, and instructor-created materials through Uversity. Our Busuu language learning platform offers a comprehensive solution
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through a combination of self-paced lessons, live classes with expert tutors and the ability to learn and practice with members of the Busuu language learning community.

In the aggregate, Subscription Services revenues were 89% and 90% of net revenues during the three and nine months ended September 30, 2023, respectively, compared to 89% and 88% of net revenues during the three and nine months ended September 30, 2022, respectively.

Skills and Other

Our Skills and Other product line includes revenues from Skills, advertising services, print textbooks and eTextbooks. Our skills-based learning platform offers professional courses focused on the most in-demand technology skills. We work with leading brands and programmatic partners to deliver advertising across our platforms. We also provide a platform for students to rent or buy print textbooks and eTextbooks, which helps students save money compared to the cost of buying new.

In the aggregate, Skills and Other revenues were 11% and 10% of net revenues during the three and nine months ended September 30, 2023, respectively, compared to 11% and 12% of net revenues during the three and nine months ended September 30, 2022, respectively.

Seasonality of Our Business

Revenues from Subscription Services are primarily recognized ratably over the subscription term which has generally resulted in our highest revenues and profitability in the fourth quarter as it reflects more days of the academic year. Certain variable expenses, such as marketing expenses, remain highest in the first and third quarters such that our profitability may not provide meaningful insight on a sequential basis. As a result of these factors, the most concentrated periods for our revenues and expenses do not necessarily coincide, and comparisons of our historical quarterly results of operations on a sequential basis may not provide meaningful insight into our overall financial performance.

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Results of Operations
The following table summarizes our historical condensed consolidated statements of operations (in thousands, except percentage of total net revenues):
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Net revenues$157,854 100 %$164,739 100 %$528,308 100 %$561,704 100 %
Cost of revenues(1)
83,575 53 45,203 27 180,137 34 145,972 26 
Gross profit74,279 47 119,536 73 348,171 66 415,732 74 
Operating expenses:    
Research and development(1)
46,202 30 45,426 28 145,981 27 150,321 27 
Sales and marketing(1)
28,872 18 31,803 19 96,845 18 109,580 20 
General and administrative(1)
57,075 36 53,742 33 186,357 35 154,547 27 
Total operating expenses132,149 84 130,971 80 429,183 80 414,448 74 
(Loss) income from operations(57,870)(37)(11,435)(7)(81,012)(14)1,284 — 
Total interest expense, net and other income, net39,759 25 95,733 58 113,556 21 100,509 18 
(Loss) income before (provision for) benefit from income taxes(18,111)(12)84,298 51 32,544 7 101,793 18 
(Provision for) benefit from income taxes(172)0 167,264 102 </