Chegg 2013 Annual Report Download - page 86

discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material
adverse effect on our stock price and may prevent attempts by our stockholders to replace or remove our board of
directors or management.
If securities or industry analysts do not publish research reports about our business or publish inaccurate or
unfavorable research about our business, our stock price could decline.
The trading market for our common stock will depend in part on the research and reports that securities or
industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our
common stock or publish inaccurate or unfavorable research about our business, our common stock price would
likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports
on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to
decline.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future
earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any
dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common
stock if the market price of our common stock increases. In addition, our credit facility contains restrictions on
our ability to pay dividends.
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements
applicable to “emerging growth companies” will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined under the JOBS Act. For so long as we are an “emerging
growth company,” we may take advantage of certain exemptions from reporting requirements that are applicable
to other public companies that are not “emerging growth companies” including, but not limited to, compliance
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of
any golden parachute payments not previously approved.
We could be an “emerging growth company” for up to five years, although we may lose such status earlier,
depending on the occurrence of certain events. We will remain an “emerging growth company” until the earliest
to occur of (i) the last day of the year (a) following the fifth anniversary of this offering, (b) in which we have
total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a “large accelerated filer”
under the Exchange Act, which means that the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the prior June 30, and (ii) the date on which we have issued more than $1.0 billion in
non-convertible debt securities during the prior three-year period.
We cannot predict if investors will find our common stock less attractive or our company less comparable to
certain other public companies because we will rely on these exemptions. If some investors find our common
stock less attractive as a result, there may be a less active trading market for our common stock and our stock
price may be more volatile.
Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting
standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private
companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting
standards and will be subject to the same new or revised accounting standards as other public companies that are
not “emerging growth companies.”
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