Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Stockholders' Equity |
|
Share-Based Compensation |
|
Total share-based compensation expense recorded for employees and non-employees, is as follows (in thousands): |
| | | | | |
| | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | |
| 2015 | | 2014 | | | | | |
Cost of revenues | $ | 134 | | | $ | 178 | | | | | | |
| | | | |
Technology and development | 4,707 | | | 2,382 | | | | | | |
| | | | |
Sales and marketing | 5,054 | | | 1,332 | | | | | | |
| | | | |
General and administrative | 5,125 | | | 3,038 | | | | | | |
| | | | |
Total share-based compensation expense | $ | 15,020 | | | $ | 6,930 | | | | | | |
| | | | |
|
Fair Value of Stock Options |
|
We estimate the fair value of each stock option award using the Black-Scholes-Merton option-pricing model, which utilizes the estimated fair value of our common stock and requires input on the following subjective assumptions: |
|
Expected Term — The expected term for options granted to employees, officers, and directors is calculated as the midpoint between the vesting date and the end of the contractual term of the options. The expected term for options granted to consultants is determined using the remaining contractual life. |
|
Expected Volatility — The expected volatility is based on the average volatility of similar public entities within our peer group as our common stock has not been publicly trading for a long enough period to rely on our own expected volatility. |
|
Expected Dividends — The dividend assumption is based on our historical experience. To date we have not paid any dividends on our common stock. |
|
Risk-Free Interest Rate — The risk-free interest rate used in the valuation method is the implied yield currently available on the United States treasury zero-coupon issues, with a remaining term equal to the expected life term of our options. |
|
The following table summarizes the key assumptions used to determine the fair value of our stock options granted to employees, officers and directors: |
| | | | | | | | | |
| | | | | | | | | | | | |
| Three Months Ended March 31, | | | | | | | | | |
| 2014 | | | | | | | | | |
Expected term (years) | 6.07 | | | | | | | | | | |
| | | | | | | | |
Expected volatility | 56.83 | % | | | | | | | | | |
Dividend yield | — | % | | | | | | | | | |
Risk-free interest rate | 2.02 | % | | | | | | | | | |
Weighted-average grant-date fair value per share | $ | 4.23 | | | | | | | | | | |
| | | | | | | | |
|
No option awards were granted to employees during the three months ended March 31, 2015. |
|
Fair Value of Restricted Stock Units (RSUs) and of Performance-Based Restricted Stock Units (PSUs) |
|
RSUs and PSUs are converted into shares of Chegg common stock upon vesting on a one-for-one basis. Vesting of RSUs is subject to the employee’s continuing service to us, while vesting of PSUs is subject to our achievement of specified corporate financial performance objectives and also the employee's continuing service to us. The compensation expense related to RSUs and PSUs is determined using the fair value of our common stock on the date of grant and the expense is recognized on a straight-line basis over the vesting period. RSUs are typically fully vested at the end of four years while PSUs vest subject to the achievement of corporate financial performance objectives and if achieved, typically vest over two to three years. |
|
Fair Value of Employee Stock Purchase Plan |
|
Under the 2013 Employee Stock Purchase Plan (the 2013 ESPP), rights to purchase shares are generally granted during the second and fourth quarter of each year. The fair value of rights granted under the 2013 ESPP was estimated at the date of grant using the Black-Scholes-Merton option-pricing model. |
|
Stock Option Activity |
|
Option activity under our equity incentive plans was as follows: |
|
| | | | | | | | | | | | |
| Options Outstanding |
| Number of | | Weighted- | | Weighted-Average Remaining Contractual Term in Years | | Aggregate |
Options | Average | Intrinsic |
Outstanding | Exercise | Value |
| Price per | |
| Share | |
Balance at December 31, 2014 | 14,962,099 | | | $ | 8.53 | | | 7.11 | | $ | 6,646,629 | |
|
Exercised | (959,997 | ) | | $ | 6.9 | | | | | |
|
Canceled | (344,420 | ) | | $ | 8.72 | | | | | |
|
Balance at March 31, 2015 | 13,657,682 | | | $ | 8.64 | | | 6.77 | | $ | 10,356,198 | |
|
|
As of March 31, 2015, our total unrecognized compensation expense for stock options granted to employees, officers, directors and consultants was approximately $19.9 million, which will be recognized over a weighted-average vesting period of approximately 1.6 years. |
|
We recognize only the portion of the option award granted to employees that is ultimately expected to vest as compensation expense. Estimated forfeitures are determined based on historical data and management’s expectation of exercise behaviors. Forfeiture rates and the resulting compensation expense are revised in subsequent periods if actual forfeitures differ from the estimate. |
|
No option awards were granted to consultants during the three months ended March 31, 2015 and 2014. Total share-based compensation expense for consultants was not significant for the three months ended March 31, 2015 and 2014. |
|
There was no capitalized share-based compensation expense as of March 31, 2015 or 2014. |
|
RSU and PSU Activity |
|
| | | | | | |
| | | | | | | | | | | | |
| RSUs and PSUs Outstanding | | | | | | |
| Number of RSUs and PSUs | | Weighted Average | | | | | | |
Outstanding | Grant Date Fair Value | | | | | | |
Balance at December 31, 2014 | 9,125,190 | | | $ | 6.25 | | | | | | | |
| | | | | |
Granted | 6,225,055 | | | 6.64 | | | | | | | |
| | | | | |
Released | (1,404,733 | ) | | 7.73 | | | | | | | |
| | | | | |
Canceled | (294,760 | ) | | 6.34 | | | | | | | |
| | | | | |
Balance at March 31, 2015 | 13,650,752 | | | $ | 6.28 | | | | | | | |
| | | | | |
|
During the three months ended March 31, 2014, 1,256,209 RSUs granted prior to our IPO vested and were settled for shares of our common stock. Of those shares, we withheld 516,919 shares valued at approximately $3.5 million in satisfaction of tax withholding obligations for employees who elected to net settle, i.e., surrender shares of common stock to satisfy their tax obligations. Payment of taxes related to this net share settlement of RSUs is reflected as a financing activity in our consolidated statements of cash flows. The shares withheld by us as a result of the net settlement are no longer considered issued and outstanding, thereby reducing our shares outstanding used to calculate earnings per share. These shares are returned to the reserves and are available for future issuance under the 2013 Equity Incentive Plan (the 2013 Plan). |
|
In February 2015, we granted PSUs under the 2013 Plan to certain of our key employees. The PSUs entitle the employees to receive a certain number of shares of our common stock based on our satisfaction of certain financial and strategic performance targets during 2015 (the Performance Period). Based on the achievement of the performance conditions during the Performance Period for the February grants, the final settlement will range between zero and 100% of the target shares underlying the PSU awards based on a specified objective formula approved by the Compensation Committee. If earned, these PSUs will vest annually over a two or three year period depending on the employee, with the initial vesting in February 2016. |
|
The target number of shares underlying the PSUs that were granted to certain key employees during the three months ended March 31, 2015 totaled 2,300,824 shares and had a weighted average grant date fair value of $6.59 per share. As of March 31, 2015, 100% of the PSUs are expected to vest. |
|
As of March 31, 2015, we had a total of approximately $59.0 million of unrecognized compensation costs related to RSUs and PSUs that is expected to be recognized over the remaining weighted average period of 2.0 years. |