Ladies and gentlemen, thank you for standing-by. Welcome to the Chegg’s Conference Call discussing Second Quarter Financial Results. During the presentation, all participants will be in a listen-only mode. Afterwards, you will be invited to participate in a question-and-answer session. [Operator Instructions] As a reminder, this call is being recorded Monday, August 3, 2015. I would now like to turn the conference call over to Alex Hughes, Head of Investor Relations for Chegg. Please go ahead, sir.

Good afternoon. Thanks for joining Chegg’s second quarter conference call. On today’s call are Dan Rosensweig, Chairman and CEO and Andy Brown, Chief Financial Officer. In terms of structure, Dan will open with the discussion of Chegg’s business, and Andy will follow with a review of our operating results and our outlook for the third quarter and fiscal year-end 2015. A copy of our earnings press release, along with our investor presentation, is available at our Investor Relations website, investor.chegg.com. A replay of this call will also be available on our website. We routinely post information on our website and tend to make important announcements on our media center web site at www.chegg.com/mediacenter. And we encourage you to make use of these resources. Before we begin, I would like to point out during the course of this call, we will make forward-looking statements regarding future events, including the future financial performance of the Company. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. We caution you to consider important risk factors that could cause actual results to differ materially from those in the forward-looking statements. In particular, we refer you to the cautionary language included in today’s earnings release, and the risk factors described in Chegg’s annual report on Form 10-Q filed with the SEC on May 8, 2015, and our other filings with the SEC. Any forward-looking statement that we may make today are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events. During this call, we will also present both GAAP and non-GAAP financial measures. Any reference to pro forma revenue is non-GAAP. Our GAAP results and GAAP to non-GAAP reconciliations can be found in our earnings press release. Now with that, I’ll turn the call over to Dan.

Good afternoon everyone. Our team executed on another great quarter and we are extremely pleased with our updated 2015 outlook. Our partnership with Ingram has accelerated and we continue to see very strong digital revenue growth, driven by the ramp of our learning services as well as by our ad businesses. On today’s call, we will focus on three main areas. First, the continued momentum that we’re experiencing in both our transition with Ingram and in our expanding digital businesses. Second, the enormous opportunity we have to grow our self-directed student hub in $1 trillion education market that is undergoing massive disruption. And third, Andy will review our Q2 numbers in greater detail along with our provide 2015 outlook. With that let me turn to our Q2 highlights. Our partnership with Ingram is growing better than planned. For those new to our story, Ingram is the world’s largest distributor of physical and digital content. We entered into a multi-year partnership with Ingram whereby the end of 2016, they will have taken over purchase and the logistics of all textbooks offered through chegg.com. In this partnership, we will collect approximately 20% of all gross merchandise value. The specifics and timing is laid out on page 17 of our investor deck. As a result of this partnership, we dramatically simplify our business model while transitioning to a 100% digital business by 2017, with much higher growth, margins and free cash flow. In addition to putting up about a $100 million a year in gross book investment for Chegg, we are able to maintain all front-end benefits of offering required materials to our students, such as brand building, acquiring customers, collecting data, marketing additional products and services and providing surprise and delight products in our iconic orange boxes. In May of this year,…

Thanks, Dan, and good afternoon everyone. My comments today are on a non-GAAP basis, when I discuss our financial performance and updated 2015 outlook. As Dan mentioned, the Chegg team executed at a high level in Q2 and through the first half of the year, exceeding our financial and operating targets. As our digital businesses continue scale and the Ingram partnership ramps, we’re seeing a positive mix shift in our revenue from lower margin print-based revenue to higher margin digital revenue. You can see the full transition period graph on slide 17 in the investor deck on our IR website. During this transition, which we expect to be complete by the end of 2016, we will also report on our pro forma, which more accurately reflects the growth rate and profitability of Chegg, going forward. In the second quarter, we continued to see the positives effects from this shift in revenues. Digital revenues grew by 62% year-over-year on increased subscribers and as expected, print revenue declined due to the Ingram transition. Digital revenue now comprises 45% of our total revenue, more than doubling in less than two years. We remain confident in our objective of becoming a 100% digital company by 2017, also as reflected on slide 17. On pro forma basis, revenue grew 37% year-over-year to $32.7 million. In the quarter, we saw gross margin improve by 6.7 points year-over-year to 47.1%, reflecting the growth of our higher margin digital businesses as well as the expanding mix shift to our Ingram commission-base model. This resulted in adjusted EBITDA doubling year-over-year to $3.2 million, reflecting our improved business model. During the quarter, operating expenses came in at $30.2 million, slightly higher than expected due to the timing of textbook liquidations and the associated impact on gain loss. After the Ingram…

This is Dana [ph] on for Doug. Just wondering if you guys could give a little bit more color on the Test Prep product that you talked about, where the content, whether it’s placed and served [ph] in-house and anything you can give on how the economics might work. And then just a quick follow-up on what the one-time cost was that you mentioned that’s impacting the free cash flow?

It’s Dan, I’ll take the first part and Andy will take the second part. We’re really excited about this. Our vision of learning services which as you can see from our numbers and our second half guidance are going up, is that students are looking for increased ways to get affordable online learning. Our strategy has always been to introduce self-help which is Chegg Study, a human layer which is Chegg Tutors, and now we’re developing an interactive layer and an adaptive layer that we’re going to start with the first product which will be Test Prep for high school students which will start probably December. So, won’t have any impact on this year, but should be a nice add toward 2016. So the idea is with self-help every student gets the same experience and they can use it anytime they want and that’s what Chegg Study does and it’s $14.95 a month and is doing extraordinarily well. But adaptive, the goal here is that if you know math or you know English, it will adapt to your strength and your weaknesses and make each of those experiences unique. And in Test Prep, increasingly we want to democratize just like we’re doing with Tutors and with Chegg Study, the cost of getting high quality, low cost Test Prep. So, it’s a huge market. And we believe by surrounding it with self-help, with human help with Tutors and now with adaptive learning that we can be a significant player in a multi-multi-multi-billion dollar market. So, I don’t want to give too much color. The content is being a combination of license and created by us and we’re working with the partner and we are doing -- but this will be a product that is being built by Chegg; it will be a Chegg branded product. And we think that with our distribution to over 75% of all high school students that intend to go to college, that we have the ability just like we do with Chegg Study, to introduce these things at a very low cost and very affordable prices and really become a significant player very quickly in that market. So, we’re very excited. I’ll turn over to Andy for your second question.

Just over doing it, we’re tightening up the rates a little up on the free cash flow, taking the top end of the rates down. We are -- as we’ve mentioned earlier, we’ve accelerated our transition to Ingram. As we’ve done that and we’ve looked at some of the cost associating that, we believe there’s some additional cash costs that will incur during the year. It doesn’t impact EBITDA at all. It’s primarily in the restructuring side that we’ve tightened up with probably spending [ph] and may be a couple of million more in cash costs for the year but not really that material.

Our next question comes from the line of Brian Fitzgerald with Jefferies. Please proceed.

I had a question around the seasonality among the semesters or around the semester. In general, how does that affect the trends around your digital business? I guess the question there is does it differ from the traditional seasonality you saw from the rental business in any way? And then a quick one on the possible sale of Blackboard, we’ve been seeing around in the press a bit. Do you think this impacts to your partnership with them in any way? Thanks.

I’ll take the first part, this is Dan, on the seasonality issue. So, historically four years ago, when we had zero digital which we now believe will be as high $145 million this year. So, that’s pretty extraordinary growth in four years. But when it was just textbook rental, we would recognize all the costs in one quarter and pretty much all the revenue and profits in the next quarter. The way we think about seasonality now as it’s going to diminish in terms of its significance because once we go pure Ingram, then we just take a 20% commission on whether the book was liquidated, whether it was rented, whether it was new and it will all be within that quarter. The way to think about the big quarters for Chegg is Q4 will always be our largest because we have three full months of the semester. We have October, November and December, plus we have finals and mid-terms in the same quarter and that really helps our digital businesses. So, our Q4 you probably can see by subtracting our second half year guidance and our Q3 guidance is actually higher than people expected because of little bit of timing when school starts but also we get the full benefit of three to four months and a mid-term and a final and that helps our learning services. Q1, we get a full three months January, February and March of textbooks, but we only get the mid-terms, we don’t get the finals which go into Q2. So, our slowest quarters will be Q2 where we have a month and a half out of the three, could then summer people off and then Q3 is -- it’s really only a textbook quarter because during July and August really nothing happens, so we have the end of August and September. And so really the way to think about this is, Q4 is the largest, Q1 is the second largest, then Q3 and then Q2. And it has to do with the makeup of what’s students buy in a given semester. But for the second half of this year, we’re able to accelerate the guidance, as a result of the organic growth to the digital business as we just expect that we’ll see it in Q4 because that’s when we get mid-terms and finals. Does that make sense?

Yes, that’s clear Dan. Thanks.

Okay. And on the Blackboard deal, we’ve obviously heard the same rumors. We have a multi-year deal with Blackboard. And as we said when we did the deal that we were not anticipating anything much from the deal this year because of the integration. So, for us, all the information we’ve given is essentially based on organic success. But if there should be a transaction, whether it goes public or whether it itself, we don’t know, but either way, it’s a multi-year deal and it’s not one that changes with change of control as we want it to.

Thank you. Our next question comes from the line of Aaron Kessler with Raymond James. Please proceed.

Couple of questions. First, Andy, do you have the GMV in the quarter, if you could give us a rough estimate for that? And second, any thoughts of giving some pro forma revenue guidance to market, maybe it’s reacting to the lower revenue guide after hours’ show, does that make sense or do you have a pro forma revenue guidance number for the year?

So, on the GMV, we did actually talked about that and we believe the GMV for the year on a pro forma basis is going to be somewhere between 175 million and 180 million and that includes obviously our traditional digital businesses and it takes the print business and it converts into the commission-based model that we’d expect to go going forward. And for those that may have missed it earlier, this how we will be guiding the company next year because we look at as we get out of the warehouse in Q3 and then shut it down in Q4 to less that’s in the rear view mirror. We are a digital company going into 2016 and that’s what you can expect from us.

And when you think about sort of the pro forma guidance, we said that we grew 37% pro forma year-over-year and actually Q4 will be the highest growth rate of the year and so will be higher than even at 37% as what our expectations are. So, we’re actually seeing it going to latter part of the year accelerated growth. So, at the end of the year and that has a lot to do with the seasonality that I mentioned earlier in Q4. So, we’re seeing actually fantastic growth this year, better than we originally planned at all segments of the business. And I know you had another question that you wanted to ask.

I just got a follow-up on that point ,Dan. I’m just like your back half guidance implies some accelerating digital growth. Is there any couple of specific segments that are contributing to that accelerated growth in the back half of the year? Thanks.

So, the two parts, Andy, we cleared that on the call that $1 million of the increase in digital is directly related to the $5 million decrease in print. That’s good news that things were moving faster to Ingram than we originally expected and that’s because the integration is going much better than expected, much faster than expected, so that is really great news. And it’s the one to one correlation. We take the 20% commission instead of what the gross was because the GMV remains the same. And then what we’re seeing is basically we’re seeing strength across all the digital businesses. We even mentioned on the call that we saw 31% improvement year-over-year or growth year-over-year on the leads that we delivered for our EDU business. And so right now, I can’t call out a specific segment of the digital that is doing significantly better than any other because all of them are on or better than plan right now.

Thank you. Our next question comes from the line of Joe Janssen with Barrington Research.

Just following up on the guidance on a full year basis, so just so I’m clear. And I think you kind of hit it there on the last question. But the top line reduced guidance for the $5 million essentially really raising year full year guidance and shifts -- the transition from print to digital is going faster; is that correct?

Joe, you nailed it on the head; that’s exactly what we’re seeing. We’re seeing a continued acceleration of the transition to Ingram and that’s increasing our ad digital revenue.

And then just one follow-up maybe on the advertising side. If you just kind of give us a feel for what’s going on, if you exclude the Ingram commission-based business and how that’s trending?

So, the way we think about it is, we’ve got direct-to-consumer and that’s the learning services, in those there are three subscription businesses and that’s eTextbooks Chegg Study and Tutors. And on the advertising side or the marketing services side if you will, we have people paying us to reach those students. We have colleges paying us to recruit students to apply to their college; we’ve got large clients paying us to market to those students. And eventually as we continue to build out internships and the job site, we will have corporations paying us to recruit since that they graduate and that’s ‘15, ‘17, ‘18 growth line for us and we’re really excited about it. But on the brand side, I mentioned earlier that we’re up 31% leads year-over-year which is probably the best growth we’ve seen in that category in a while. And that has to do with the fact that more and more schools are not only signing on but they are buying more and more leads because they see that when they pair leads from us that students more likely to apply and if they apply, more likely to get it. And again we believe that with few more years to show that they are more likely to graduate on funds. And so that business is going very well. And the franchise there we’ve seen the 20% increase renewals year-over-year because bigger brands are really starting to concentrate. We had great success with music artists who access YouTube promotion, we just did Ed Sheeran which we just did and we’re going to do more of that when it comes back in September. We’re going to do more of all these types. We renewed a little bit with Taylor Swift as well. And that’s really helped larger brands understand this trend and power of the Chegg and up in the branding category. So, we’re beginning to see folks that came in the first half of the year not only renewing but renewing for larger contracts. So the things that we will hold to be working on from last year are beginning bear some fruits. But those are very early stage businesses that we believe have lots of the growth rate ahead of them in the future.

Thank you. Our next questions comes from the line of Mike Olson with Piper Jaffray. Please proceed.

Alright, thanks. Good afternoon. You’ve talked about couple of times just the -- the fact that you are feeling good about all the digital products. And it’s probably hard to pick a favorite child but outside of Chegg Study, but if you just look at it from like a near-term revenue magnitude perspective, which of the digital businesses that you think you’re most excited about, would be Chegg Tutors or enrollment marketing or Text Prep or eText or one of the other things?

Yes. Well, as the father of two fabulous daughters, [indiscernible] I hate to pick between children. I think it’s a fair question. And the way we thought about this is Chegg Study is likely to be our first digital service to be a $100 million, Chegg Tutors is likely to be the largest digital business at some point because it obviously translates globally, it’s supper [ph] for tutors and we’re building a very large marketplace of tutors. We already have the demand because we have all the students, over 50% of all college students. And as I mentioned earlier we reach 75% of all high school students who intend to go to college. So, it’s slide of tutoring has more than doubled, nearly tripled since we acquired the company last year. And I just believe as we get deeper into verticals and as we get wider into more verticals and as we get more global that that business over time has a chance to be the largest of our digital businesses because it’s a true marketplace. And we think we have the leverage to win that marketplace which is both supply and demand. So in the near-term Chegg Study still going to be the little engine, it just keeps doing extraordinarily well. Tutor is growing at the rate we would have hoped that it’s growing at. eTextbooks as the world transitions from print to eTextbooks, we are picking up we believe disproportionate market-share in that business. And the beauty of our network is that each of those gives us the name of the school, the student, what you’re studying, your class and we’re able to now introduce you to the new services faster. On the advertising side, I would say that the EDU business is likely to scale faster than the brand ad business simply because we’ve been in that business longer and we have more relationships and the data can be proven out faster, but over time I expect them both to be very leverage businesses.

Thank you. Our next question comes from the line of Jeff Silber with BMO. Please proceed.

A few times hearing your prepared remarks, you pointed out slide 17 in your presentation and looking at it and comparing it to last quarter, I just want to double check something. It looks like the end of your book investment will now be coming in 2015; I think last quarter you had coming in 2015, can you just confirm that and is this because of the acceleration of the partnership with Ingram?

Jeff, I will go online in a second and check to what you are looking at. But I can absolutely tell you that our plan right now is that we’ve stopped investing books as of May 1st and we believe we’ll be out of owning physical textbooks by the end of 2016 and we’ll be out of the warehouse by the end of this year. And we’ll be 100% digital company by 2017. And like I said earlier, one of the things that we will do as we start 2016 is start reporting on a pro forma basis.

And one of the things Jeff that maybe confusing is that one of the things that we agreed to do with the Ingram deal was purchase books on their behalf and then they will pay us for those books, 30 days right away for half of it and they have the delayed billing for the year and a half period. So our cash would actually be much higher. We can probably $20 million to $25 million higher at the end of this year. So, we gave extended 10,000 payment term simply so they could buy more for us in advance. So that maybe some of what’s confusing you. But we don’t buy any more new books for us, we will not have a warehouse and the faster we could move out of it the better.

And just to double check the digital revenue that you recorded in the second quarter, roughly how much about were commissions from Ingram?

So Jeff we don’t actually break that out specifically at this point, we may at some point in the future. However, you think about the business it was very transitional [ph] because most of those bookings occurred in the first quarter and we recognized that revenue immediately versus how the rental business works where you recognize it lately. So, it’s very, very small.

Let me ask the question another way. In your guidance for the current year, how much of your digital business will be commissions from Ingram?

There are clearly commissions from Ingram, we don’t get into the specific details there, but those looking at it’s just a very high level; if you take the print business, it was maybe last year, not this year was about $200 million business about $40 million annually and 20% commission is going to be Ingram. We may consider breaking that out at some point in the future, but at this point we don’t believe it’s productive.

But it’s not a meaningful Q2 number because all we do in textbooks in Q2 is summer school and we still owned a lot of the books that we were renting in Q2. They simply are buying the new books. So, it’s a very small number, really small number in Q2. So, I am not sure if that answers your question.

It does. Thank you so much.

Thank you. [Operator Instructions] Our next question comes from the line of Matt Blazei with Lake Street Capital Management. please proceed.

A couple of technical questions, your sales and marketing expenses were significantly lower as a percentage of revenues and even showing in the last few quarters, is that an aberration or is that something we should look at going forward as a more of a base line?

I’ll get into the general and Andy get into the specifics. One of the great things about our business is 85% of the traffic that comes to Chegg today is organic. So the need to spend off the site has been going down for years. And because of our revenue growth rate, I think the percentage is just dropping faster. We’ve relatively been flat even as we’ve introduced new products that have been growing extraordinarily fast, I mean the digital businesses grew over 60% year-over-year. And that’s the result of the organic traffic plus the integration of the services themselves. So, because we have all the data, we know your high school, we know your college, we know your class, we know your textbooks, we’re able to bring you a Tutor or Chegg Study or any other service that we bring, so the cost of customer acquisition has constantly been dropping. And so, we don’t -- we see it as a trend, because that’s the way we built company deliberately.

Those factors plus, Matt one of the few others thing that you see, particularly in Q2 and Q4 is where you see the same seasonal factors that you see in the bookings but it’s on a different scale. And what you don’t -- you’re not spending as much money to acquire the customers as you would be, for example in Q1 and Q3.

My other question is that you go to from 68 million of cash to 100 million by year end. Obviously a portion of that will be continued liquidation of inventory and I would imagine cash flow from operations. Could you sort of give us a little more granular detail on how get 30 million of free cash flow in the back half?

The first thing to understand is that Q2 is traditionally our low broadcast balance, because it’s one of our lower bookings month. The second part as you start to look through the year what you end up you’re seeing is two things, you are starting to see the businesses become more profitable which obviously then drives more cash and the second part of it is the fact that we are no longer buying anymore textbooks. And so, that 60 million to 70 million investment in textbook that you’d normally see in that August, September timeframe, no longer occurs for us. And so, we’re very confident in our ability to drive cash flow like we talked about and feel confident barring any other factors that would be something right around the $100 million at the end of the year.

Thank you. At this time, I’d like to return the call back over to Dan Rosensweig, CEO for closing comments.

Thank you, everybody. As you can imagine, we’re very proud of the first half of the year and the execution of our team as we’ve been able to set aggressive goals. And deep down we are also excited with the second half of the year that because of the organic momentum of the business that we’ve been able to improve our guidance yet again and that the momentum towards digital is very much moving in our favor. We also set out this year to not only do that Ingram deal but to execute on it and accelerate it as quickly as we could and being able to shift inventory that we once would have had, had auto warehouse, inventory that they will buy and shift from their warehouse, $5 million dollars is quite a significant change on the positive front. And so, we feel we’ve worked very hard for the last five years to put ourselves in a position to become an all digital company. We’re clearly on track to do that hopefully even faster than we originally had imagined. And that we look at the future and the opportunity ahead of us in all of our businesses in our opinion are really at their very early stage. And I think the other end to that is four years ago, our digital revenue was close to if not zero and we’re forecasting now that that digital revenue will be anywhere from $135 million to $145 million this year alone, so you can see that is great growth of a market that we think is getting just bigger.

Just let me make a correction there, $137 million to $145 million, just I want to make sure we get it correct.

Yes, 137 to 145 is the digital size, but the point is it’s higher than it was in the beginning of the year and there’s a lot of momentum than four years ago to zero. So, for those people who are waiting to see whether or not students would engage with us with digital products and services, we think that’s been answered in a very loud and positive way. And we think with the introduction of new services, we have a really bright future ahead of us. And we thank everybody for joining the call and have a great day. Thank you.

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. And thank you for your participation.