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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 March 31, 2024
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: 1-39595
Nerdy Inc Logo.jpg
NERDY INC.
(Exact name of registrant as specified in its charter)
Delaware98-1499860
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
8001 Forsyth Blvd., Suite 1050
St. Louis, Missouri 63105
(Address of Principal Executive Offices) (Zip Code)
(314) 412-1227
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareNRDYNew 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 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  ☒    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  ☒   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 filer☐Accelerated 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 transition 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 Act).   Yes   ☐    No ☒
Indicate the numbers of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class A common stock, par value $0.0001 per share - 109,002,565 shares of common stock as of April 30, 2024
Class B common stock, par value $0.0001 per share - 66,694,991 shares of common stock as of April 30, 2024

NERDY INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).
NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)
Three Months Ended
March 31,
20242023
Revenue$53,727 $49,180 
Cost of revenue17,212 15,290 
Gross Profit36,515 33,890 
Sales and marketing expenses17,392 15,560 
General and administrative expenses31,976 29,700 
Operating Loss(12,853)(11,370)
Unrealized loss on derivatives, net
— 21,682 
Interest income(886)(833)
Other expense, net
25 11 
Loss before Income Taxes(11,992)(32,230)
Income tax expense23 23 
Net Loss(12,015)(32,253)
Net loss attributable to noncontrolling interests(4,569)(13,322)
Net Loss Attributable to Class A Common Stockholders$(7,446)$(18,931)
Loss per share of Class A Common Stock:
Basic and Diluted
$(0.07)$(0.21)
Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted
107,951 91,776 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
1
NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
(in thousands)
Three Months Ended
March 31,
20242023
Net Loss$(12,015)$(32,253)
Foreign currency translation adjustments(10)34 
Total Comprehensive Loss(12,025)(32,219)
Comprehensive loss attributable to noncontrolling interests(4,573)(13,308)
Total Comprehensive Loss Attributable to Class A Common Stockholders$(7,452)$(18,911)
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
2
NERDY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)
March 31,
2024		December 31,
2023
ASSETS
Current Assets
Cash and cash equivalents$76,960 $74,824 
Accounts receivable, net9,632 15,398 
Other current assets5,412 4,815 
Total Current Assets92,004 95,037 
Fixed assets, net16,761 16,388 
Goodwill5,717 5,717 
Intangible assets, net2,894 3,061 
Other assets3,973 4,541 
Total Assets$121,349 $124,744 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$4,620 $3,443 
Deferred revenue16,300 20,480 
Other current liabilities12,123 11,682 
Total Current Liabilities33,043 35,605 
Other liabilities3,127 3,533 
Total Liabilities36,170 39,138 
Stockholders’ Equity
Class A common stock11 11 
Class B common stock7 7 
Additional paid-in capital575,495 567,709 
Accumulated deficit(522,727)(515,281)
Accumulated other comprehensive income
25 31 
Total Stockholders’ Equity Excluding Noncontrolling Interests52,811 52,477 
Noncontrolling interests32,368 33,129 
Total Stockholders’ Equity85,179 85,606 
Total Liabilities and Stockholders’ Equity$121,349 $124,744 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
3
NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
Three Months Ended
March 31,
20242023
Cash Flows From Operating Activities
Net Loss$(12,015)$(32,253)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization1,638 1,553 
Amortization of intangibles152 150 
Unrealized loss on derivatives, net
— 21,682 
Non-cash stock-based compensation expense11,112 11,049 
Other changes in operating assets and liabilities:
Decrease in accounts receivable, net5,766 5,263 
(Increase) decrease in other current assets
(597)1,163 
Decrease in other assets546 357 
Increase in accounts payable
1,862 949 
Decrease in deferred revenue(4,180)(3,285)
Increase in other current liabilities305 686 
Decrease in other liabilities(236)(520)
Net Cash Provided By Operating Activities
4,353 6,794 
Cash Flows From Investing Activities
Capital expenditures(2,221)(982)
Net Cash Used In Investing Activities(2,221)(982)
Cash Flows From Financing Activities
Net Cash Used In Financing Activities— — 
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash4 (7)
Net Increase in Cash, Cash Equivalents, and Restricted Cash
2,136 5,805 
Cash, Cash equivalents, and Restricted Cash, Beginning of Year 75,140 91,547 
Cash, Cash Equivalents, and Restricted Cash, End of Period$77,276 $97,352 
Supplemental Cash Flow Information
Non-cash stock-based compensation included in capitalized internal use software$486 $524 
Purchase of fixed assets included in accounts payable 35 — 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
4
NERDY INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(in thousands)
As Of and For The Three Months Ended
March 31,
20242023
Class A Common Stock
Beginning of period$11 $9 
Activity under stock compensation plans— 1 
End of period11 10 
Class B Common Stock
Beginning and end of period7 7 
Additional Paid-In Capital
Beginning of period567,709 522,031 
Non-cash stock-based compensation11,488 11,247 
Activity under stock compensation plans— (1)
Conversion of combined interests into Class A common stock253 181 
Rebalancing of ownership percentage between controlling and the noncontrolling interests(3,955)(4,048)
End of period575,495 529,410 
Accumulated Deficit
Beginning of period(515,281)(475,107)
Net loss(7,446)(18,931)
End of period(522,727)(494,038)
Accumulated Other Comprehensive Income
Beginning of period31 (12)
Foreign currency translation adjustments(6)20 
End of period25 8 
Total Stockholders’ Equity Excluding Noncontrolling Interests52,811 35,397 
Noncontrolling Interests
Beginning of period33,129 34,122 
Net loss(4,569)(13,322)
Non-cash stock-based compensation110 326 
Foreign currency translation adjustments(4)14 
Conversion of combined interests into Class A common stock(253)(181)
Rebalancing of ownership percentage between controlling and the noncontrolling interests3,955 4,048 
End of period32,368 25,007 
Total Stockholders’ Equity$85,179 $60,404 
Class A Common Stock - Shares
Beginning of period106,416 95,296 
Activity under stock compensation plans1,955 2,130 
Conversion of combined interests into Class A common stock631 500 
End of period109,002 97,926 
Class B Common Stock - Shares
Beginning of period67,256 69,306 
Activity under stock compensation plans49 452 
Conversion of combined interests into Class A common stock(631)(500)
End of period66,674 69,258 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
5
NERDY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands, except per share information and where indicated otherwise)
NOTE 1 — BASIS OF PRESENTATION AND BACKGROUND
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year.
Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore, controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”).
Background
Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including Varsity Tutors LLC (“Varsity Tutors”). As a result of the business combination and related transactions, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow.
Nerdy Inc. has the following classes of securities issued and outstanding: (i) Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). The shares of Class B Common Stock are owned by the Legacy Nerdy Holders (as defined below), have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy LLC has units issued and outstanding (the “OpCo Units”) to its members, the legacy holders of Nerdy LLC (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. Nerdy Inc. and Nerdy LLC will at all times maintain a one-to-one ratio between the number of shares of Class A and Class B Common Stock issued by Nerdy Inc. and the number of OpCo Units issued by Nerdy LLC.
NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on its results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) based on current information.
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing
6
segment disclosures in ASC Topic 280. This ASU is effective for annual periods beginning after December 15, 2023 (i.e., Nerdy’s financial statements for the year ending December 31, 2024) and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU requires a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures.
NOTE 3 — NONCONTROLLING INTERESTS
As of March 31, 2024, Legacy Nerdy Holders owned 66,674 OpCo Units, equal to 38.0% of the economic interest in Nerdy LLC, and 66,674 shares of Class B Common Stock. As of December 31, 2023, Legacy Nerdy Holders owned 67,256 OpCo Units equal to 38.7% of the economic interest in Nerdy LLC, and 67,256 shares of Class B Common Stock.
Nerdy Inc. owned 62.0% and 61.3% of the outstanding OpCo Units as of March 31, 2024 and December 31, 2023, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders were entitled to or required to absorb, was allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders was rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC. Prior to the earnout transaction in September 2023 (the Company’s third quarter), the Company excluded earnouts in the calculation of the ownership interests in Nerdy LLC as the earnouts were subject to forfeiture.
The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding earnouts, for the periods presented.
As Of and For The Three Months Ended
March 31,
20242023
OpCo Units
Nerdy Inc.
Beginning of period106,416 90,654 
Vesting or exercise of equity awards1,955 2,130 
Conversion of Combined Interests into Class A Common Stock631 500 
End of period109,002 93,284 
Legacy Nerdy Holders
Beginning of period67,256 65,948 
Vesting or exercise of equity awards49 452 
Conversion of Combined Interests into Class A Common Stock(631)(500)
End of period66,674 65,900 
Total
Beginning of period173,672 156,602 
Vesting or exercise of equity awards2,004 2,582 
End of period175,676 159,184 
Ownership Percentage
Nerdy Inc.
Beginning of period61.3 %57.9 %
End of period62.0 %58.6 %
Legacy Nerdy Holders
Beginning of period38.7 %42.1 %
End of period38.0 %41.4 %
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NOTE 4 — REVENUE
The following table presents the Company’s revenue by business category for the periods presented.
Three Months Ended
March 31,
2024%2023%
Consumer$41,602 77 %$40,335 82 %
Institutional11,887 22 %8,540 17 %
Other (a)238 1 %305 1 %
Revenue$53,727 100 %$49,180 100 %
(a)Other consists of EduNation Limited, a company incorporated in England and Wales, and other services.
Contract liabilities are reported within “Deferred revenue” on the Company’s Condensed Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the performance obligations have been completed. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31,
2023
Accounts receivable, net$9,632 $15,398 
Deferred revenue$16,300 $20,480 
“Accounts receivable, net” is reported net of reserves of $578 and $544 as of March 31, 2024 and December 31, 2023, respectively.
NOTE 5 — INCOME TAXES
Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of March 31, 2024.
The effective income tax rate was (0.19)% and (0.07)% for the three months ended March 31, 2024 and 2023, respectively. The effective income tax rates differed significantly from the statutory rates in the both periods, primarily as a result of changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported in both periods represents amounts owed to state authorities.
NOTE 6 — LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock.
Three Months Ended
March 31,
20242023
Net Loss Attributable to Class A Common Stockholders$(7,446)$(18,931)
Less: Undistributed net earnings attributable to participating securities— — 
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share$(7,446)$(18,931)
Weighted-average shares of Class A Common Stock for basic and diluted loss per share107,951 91,776 
Basic and Diluted loss per share of Class A Common Stock$(0.07)$(0.21)
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The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share of Class A Common Stock for the periods presented as they were anti-dilutive.
Three Months Ended
March 31,
20242023
Stock options1,394 974 
Stock appreciation rights5,740 6,417 
Restricted stock awards71 311 
Restricted stock units13,677 11,389 
Restricted stock units - founder’s award9,258 9,258 
Warrants— 19,311 
Earnouts— 7,964 
Combined Interests that can be converted into shares of Class A Common Stock66,674 65,900 
NOTE 7 — CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented.
March 31,
2024		December 31,
2023		March 31,
2023		December 31,
2022
Cash and cash equivalents$76,960 $74,824 $96,520 $90,715 
Restricted cash included in Other current assets184 184 516 516 
Restricted cash included in Other assets132 132 316 316 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows$77,276 $75,140 $97,352 $91,547 
The Company includes amounts in restricted cash required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of its office leases in Tempe, Arizona.
NOTE 8 — FIXED ASSETS, NET
The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31,
2023
Fixed assets$45,505 $43,494 
Accumulated depreciation(28,744)(27,106)
$16,761 $16,388 
The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Amortization expense related to capitalized internal use softwareCost of revenue$1,392 $1,297 
Depreciation expenseGeneral and administrative expenses246 256 
NOTE 9 — INTANGIBLE ASSETS, NET
The Company’s intangibles assets consist entirely of trade names. The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented.
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March 31,
2024		December 31, 2023
Carrying amount$6,094 $6,122 
Accumulated amortization(3,200)(3,061)
$2,894 $3,061 
The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Amortization expense related to intangible assetsGeneral and administrative expenses$152 $150 
NOTE 10 — DERIVATIVE FINANCIAL INSTRUMENTS
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. Prior to the warrant and earnout transactions in September 2023 (the Company’s third quarter), the Company had issued and outstanding warrants and earnouts to non-employees. The warrants and earnouts held by non-employees were not in the scope of Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation” and were classified as derivative liabilities under ASC Topic 480, “Distinguishing Liabilities from Equity” or ASC Topic 815, “Derivatives and Hedging.” The following table presents the effects of the Company’s derivative instruments in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Non-employee warrants
Unrealized loss on derivatives, net
$— $8,414 
Non-employee earnouts
Unrealized loss on derivatives, net
— 13,268 
$— $21,682 
NOTE 11 — FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. There were no fair value measurement adjustments recognized related to definite-lived assets or goodwill during the three months ended March 31, 2024 or 2023.
NOTE 12 — RELATED PARTIES
Tax Receivable Agreement
Nerdy Inc. has a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) as a result of: (i) certain increases in tax basis that occur as a result of (A) the reverse recapitalization (including as a result of cash received in the Reverse Recapitalization and debt repayment occurring in connection with the reverse recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC operating agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings.
As of March 31, 2024, Nerdy Inc. has not recognized a liability of $115,968 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy’s LLC future taxable income. Nerdy Inc. did not make any payments to the TRA Holders under the Tax Receivable Agreement during the three months ended March 31, 2024 or 2023. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is
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released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within the statement of operations.
NOTE 13 — COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Independent Contractor Classification Matters
The Company, through its consolidated subsidiaries, is subject to various legal and regulatory proceedings at the federal, state, and municipal levels challenging the classification of third-party Experts on its platform as independent contractors, and claims that, by the alleged misclassification, it has violated various labor and other laws that would apply to employees. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters.
In 2019, a Complaint was filed in a Superior California Court against Varsity Tutors alleging that Varsity Tutors misclassified California tutors as independent contractors as opposed to employees in violation of the California Labor Code and seeking penalties and other remedies under California’s Private Attorneys General Act (“PAGA”). In October 2023, Varsity Tutors agreed to a tentative settlement in this matter that remains subject to Court approval (as required by PAGA), which is expected in mid-2024. No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters for the three months ended March 31, 2024 or 2023. At March 31, 2024 and December 31, 2023, the Company had accrued $2,000 for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets, respectively.
Other
The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, result of operations, or cash flows of the Company.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and capital resources of Nerdy Inc. and its consolidated subsidiaries. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein and our audited consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), filed with the United States Securities and Exchange Commission (the “SEC”) on February 27, 2024. In addition, the following discussion and analysis of Nerdy Inc.’s financial condition and results of operations also contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth in the sections entitled “Item 1A. Risk Factors” in Part I of the 2023 Annual Report and “Item 1A. Risk Factors” in Part II of this report, as well as under the section “Cautionary Note On Forward-Looking Statements” below. Unless otherwise stated or the context otherwise indicates, all references in the succeeding paragraphs to “Nerdy,” “the Company,” “us,” “our” or “we” mean Nerdy Inc. and its consolidated subsidiaries.
OVERVIEW
We operate a platform for live online learning. Our mission is to transform the way people learn through technology. Our purpose-built proprietary platform leverages technology, including artificial intelligence (“AI”), to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Our comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including Learning Memberships, one-on-one instruction, small group tutoring, large format classes, tutor chat, essay review, adaptive assessments, and self-study tools. Our flagship business, Varsity Tutors LLC (“Varsity Tutors”), is one of the nation’s largest platforms for live online tutoring and classes. Our solutions are available directly to Learners (“Consumer(s)”), as well as through education systems (“Institution(s)”). Our platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality live online learning. Our offerings include Varsity Tutors for Schools, a product suite that leverages our platform capabilities to offer high-dosage tutoring and our online learning solutions to Institutions. We have built a diversified business across the following audiences: K-8, High School, College, Graduate School, and Professional.
KEY OPERATING METRICS
We monitor the following key operating metrics to evaluate the growth of our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.
“Active Member(s)” is defined as the number of Learners with an active paid Learning Membership as of the date presented. Variations in the number of Active Members are due to changes in demand for our solutions, seasonality, testing schedules, the extension of Learning Memberships to additional Consumer audiences, and the launch of new membership options. As a result, we believe Active Members is a key indicator of our ability to attract, engage, and retain Learners. Active Members exclude EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”), as well as our Institutional business.
Active Members in thousandsMarch 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023		March 31,
2023
Active Members46.1 40.7 39.5 31.0 32.9 
YoY change
40%101%250%1,450%
n/a
“Active Experts” is defined as the number of Experts who have instructed one or more sessions in a given period. Active Experts also includes our Institutional business, but excludes First Tutors UK. The following table summarizes Active Experts for the periods presented. Our Active Expert count for the three months ended March 31, 2024 was primarily driven by higher Institutional active experts when compared to the prior year period, which reflects the continued scaling of our Institutional business.
Three Months Ended
March 31,		Change
Active Experts in thousands
20242023%
Active Experts12.3 10.2 21%
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RESULTS OF OPERATIONS
Three Months Ended
March 31,
dollars in thousands2024%2023%
Revenue$53,727 100 %$49,180 100 %
Cost of revenue17,212 32 %15,290 31 %
Gross Profit36,515 68 %33,890 69 %
Sales and marketing expenses17,392 32 %15,560 32 %
General and administrative expenses31,976 60 %29,700 60 %
Operating Loss(12,853)(24)%(11,370)(23)%
Unrealized loss on derivatives, net— — %21,682 44 %
Interest income(886)(2)%(833)(1)%
Other expense, net25 — %11 — %
Loss before Income Taxes(11,992)(22)%(32,230)(66)%
Income tax expense23 — %23 — %
Net Loss(12,015)(22)%(32,253)(66)%
Net loss attributable to noncontrolling interests(4,569)(8)%(13,322)(28)%
Net Loss Attributable to Class A Common Stockholders$(7,446)(14)%$(18,931)(38)%
Revenue
Revenue growth in the current year period was driven by the continued scaling of our Consumer and Institutional businesses, partially offset by lower average revenue per member per month in our Consumer business.
The following table presents our revenue by business category for the periods presented.
Three Months Ended
March 31,		Change
dollars in thousands2024%2023%$%
Consumer$41,602 77 %$40,335 82 %$1,267 3 %
Institutional11,887 22 %8,540 17 %3,347 39 %
Other (a)238 1 %305 1 %(67)(22)%
Revenue$53,727 100 %$49,180 100 %$4,547 9 %
(a)Other consists of First Tutors UK and other services.
Cost of Revenue and Gross Profit
The following table sets forth our cost of revenue and gross profit for the periods presented.
Three Months Ended
March 31,		Change
dollars in thousands
20242023$%
Revenue$53,727$49,180$4,5479%
Cost of revenue17,21215,290(1,922)(13)%
Gross Profit$36,515$33,890$2,6258%
% Margin68 %69 %
Cost of revenue for the three months ended March 31, 2024, increased due to higher expert costs of $1,827 thousand, related to higher utilization of our services in our Consumer and Institutional businesses. Gross profit for the three months ended March 31, 2024 of $36,515 thousand increased by $2,625 thousand, or 8%, compared to the same period in 2023. Gross margin was 68% for the three months ended March 31, 2024, compared to gross margin of 69% for the three months ended March 31, 2023. The increase in gross profit was primarily driven by the continued scaling of our Consumer and Institutional businesses. The decrease in gross margin was primarily due to higher utilization of tutoring sessions across our new access-based products within our Institutional business in a seasonally high period in the school year.

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Operating Expenses
The following table sets forth our operating expenses for the periods presented.
Three Months Ended
March 31,		Change
dollars in thousands
20242023$%
Sales and marketing expenses$17,392 $15,560 $1,83212%
General and administrative expenses31,976 29,700 2,2768%
Total operating expenses$49,368 $45,260 $4,1089%
Sales and Marketing
Sales and marketing expenses for the three months ended March 31, 2024 and 2023 included stock-based compensation of $535 thousand and $838 thousand, respectively. Excluding these impacts in both periods, sales and marketing expenses increased $2,135 thousand, or 15%. Additionally, excluding these impacts in both periods, sales and marketing expenses for the three months ended March 31, 2024 were 31% of revenue compared to 30% of revenue during the same period in 2023.
These increases were driven by investments in our Institutional sales organization in order to drive customer acquisition, brand awareness, and reach, including through signing up school districts with free access to the Varsity Tutors platform. These impacts were partially offset by marketing efficiencies driven by the transition to Learning Memberships, which allows for a more efficient operating model in our Consumer business.
General and Administrative
General and administrative expenses include compensation for certain employees, support services, product development expenses intended to support continued innovation, and other operating expenses. Product development costs were $10,663 thousand and $8,430 thousand for the three months ended March 31, 2024 and 2023, respectively, an increase of $2,233 thousand. Product development costs include compensation for employees on our product and engineering who are responsible for developing new and improving existing offerings, maintaining our website, improving efficiencies across our organization, and third-party expenses.
General and administrative expenses for the three months ended March 31, 2024 and 2023 included non-cash stock based compensation of $10,577 thousand and $10,211 thousand, respectively. Excluding these impacts in both periods, general and administrative expenses increased $1,910 thousand, or 10%. Additionally, excluding these impacts in both periods, general and administrative expenses for both the three months ended March 31, 2024 and 2023 were 40% of revenue.
Our investments in product development and our platform-oriented approach to growth have allowed us to launch and continuously improve our suite of ‘always on’ subscription products, including Learning Memberships for Consumers, and our District, Teacher, and Parent Assigned offerings for Institutional customers. These subscription and access-based offerings simplify our operating model needed to support the organization, which allows us to maximize our investment in our common platform.
Unrealized Loss on Derivatives, Net
During the three months ended March 31, 2023, we recognized a loss of $21,682 thousand related to non-cash mark-to-market adjustments on our warrants and earnouts prior to the warrant and earnout transactions in September 2023 (our third quarter). Of the loss recognized in the three months ended March 31, 2023, $8,414 thousand and $13,268 thousand related to warrants and earnouts, respectively.
Interest Income
Interest income for the three months ended March 31, 2024 was $886 thousand, an increase from $833 thousand in the same period in 2023. This increase was driven by higher interest income on our cash balances during the current year period.
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents totaling $76,960 thousand and $74,824 thousand, respectively. We have incurred cumulative losses from our operations, and we may incur additional losses in the future. Our operations have historically been financed primarily through capital contributions and debt financings. To the extent we generate negative operating cash flows, it is possible that we may have to finance future operations primarily or in part from cash on hand.
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Cash Requirements
Our cash requirements within the next twelve months include working capital requirements, sales and marketing activities, and capital expenditures. We believe our cash on hand will be sufficient to satisfy these future requirements.
As of March 31, 2024, we had no debt obligations. Our cash requirements under our contractual obligations and commitments consist primarily of lease arrangements. For information on our lease obligations and the amount and timing of future payments, see Note 17 within “Notes to Consolidated Financial Statements” in Part II, Item 8 of our 2023 Annual Report. There have been no material changes to our leasing arrangements previously disclosed in our 2023 Annual Report.
The following table sets forth our cash flows for the periods presented.
Three Months Ended
March 31,
dollars in thousands20242023
Cash provided by (used in):
Operating activities$4,353 $6,794 
Investing activities(2,221)(982)
Financing activities— — 
Effect of Exchange Rate Change on Cash, Cash equivalents, and Restricted Cash4 (7)
Net Increase in Cash, Cash equivalents, and Restricted Cash
$2,136 $5,805 
Operating Activities
Cash provided by operating activities for the three months ended March 31, 2024 decreased $2,441 thousand compared to the same period in 2023 as higher revenues and marketing efficiencies were more than offset by investments in our Institutional sales organization and product development to drive innovation and support our continued growth. Additionally, cash provided by operating activities in the current year period was impacted by unfavorable changes in working capital, primarily related to payments for other current assets.
Investing Activities
Cash used in investing activities was $2,221 thousand and $982 thousand for the three months ended March 31, 2024 and 2023, respectively. Cash used in investing activities for both periods related to capital expenditures primarily for the development of internal use software and IT equipment.
Financing Activities
We did not have any financing activities in either the three months ended March 31, 2024 or 2023.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our critical accounting policies and estimates are more fully described in our 2023 Annual Report. There have been no material changes to our critical accounting policies and estimates previously disclosed in our 2023 Annual Report.
RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 2 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part 1, Item 1 of this report for a discussion regarding recently issued accounting standards.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including our expectations with respect to: continued improvements in sales and marketing leverage; the growth of our Institutional business; simplifying our operations model while growing our business; and the sufficiency of our cash to fund future operations. Any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “approximately,” “believes,” “contemplates,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “outlook,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “seeks,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not
15
mean that a statement is not forward-looking. Our financial condition, results of operations, and cash flows may differ materially from those in the forward-looking statements as a result of various factors, including:
•our limited operating history, which makes it difficult to predict our future financial and operating results;
•our history of net losses;
•risks associated with our ability to acquire and retain customers in our Consumer business;
•risks associated with operating and scaling up our Institutional business;
•risks associated with our intellectual property, including claims that we infringe on a third party’s intellectual property rights;
•risks associated with our classification of some individuals and entities we contract with as independent contractors;
•risks associated with the liquidity and trading of our securities;
•risks associated with payments that we may be required to make under the tax receivable agreement;
•litigation, regulatory, and reputational risks arising from the fact that many of our Learners are minors;
•changes in applicable laws or regulations;
•the possibility of cyber-related incidents and their related impacts on our business and results of operations;
•the possibility that we may be adversely affected by other economic, business, and/or competitive factors;
•risks associated with managing our rapid growth; and
•other risks and uncertainties included under “Risk Factors” within Part II, Item 1A of this report and in our 2023 Annual Report filed with the SEC on February 27, 2024.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” elsewhere in this report. Readers are urged to carefully review and consider the various disclosures made in this report and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
EMERGING GROWTH COMPANY STATUS
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply 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 non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We expect to remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of TPG Pace Tech Opportunities’ initial public offering, (b) in which we have total annual gross revenue of at least $1,235,000 thousand, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our
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shares of common stock that are held by non-affiliates equals or exceeds $700,000 thousand as of the prior June 30 or (2) the date on which we have issued more than $1,000,000 thousand in non-convertible debt securities during the prior three-year period.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our exposure to market risk, foreign currency exchange rates, and interest rates are immaterial.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2024. Based on that evaluation, the Company’s CEO and CFO concluded that, as of March 31, 2024, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Limitations on Effectiveness of Controls and Procedures
Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control Over Financial Reporting
There were no significant changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
For information regarding our legal proceedings, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Part I, Item 1 of this report, which is incorporated herein by reference.
For disclosure of environmental proceedings with a governmental entity as a party pursuant to Item 103(c)(3)(iii) of Regulation S-K, we have elected to disclose matters where we reasonably believe such proceeding would result in monetary sanctions, exclusive of interest and costs, of $1,000 thousand or more. Applying this threshold, there are no such environmental proceedings to disclose as of and for the three months ended March 31, 2024.
ITEM 1A. RISK FACTORS.
In addition to the information set forth elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”), you should carefully consider the risk factors we previously disclosed in our Annual Report on Form 10-K as of and for the year ended December 31, 2023 (the “2023 Annual Report”), filed with the SEC on February 27, 2024. As of the date of the Quarterly Report, there have been no material changes to the risk factors previously disclosed in our 2023 Annual Report. These risks could materially and adversely affect our business, financial condition, results of operations, and cash flows. However, these risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, financial condition, results of operations, and cash flows.
17
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2024, no director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
ITEM 6. EXHIBITS.
The following exhibits are either provided with this Form 10-Q or are incorporated herein by reference.
Exhibit No.
Description
3.1
3.2
31.1
31.2
* 32.1
101
Interactive Data File (Form 10-Q for the quarterly period ended March 31, 2024 filed in iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the iXBRL-related documents is “unaudited” and “unreviewed.”
104
The cover page from the Company’s Form 10-Q for the quarterly period ended March 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
*    These certifications are deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Nerdy Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Nerdy Inc.
Date: May 7, 2024
By:/s/ Jason Pello
Name: Jason Pello
Title:   Chief Financial Officer
19


EXHIBIT 31.1
Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Charles Cohn, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Nerdy Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2024
By:/s/ Charles Cohn
Name: Charles Cohn
Title:   President and Chief Executive Officer



EXHIBIT 31.2
Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Jason Pello, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Nerdy Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2024
By:/s/ Jason Pello
Name: Jason Pello
Title:   Chief Financial Officer



EXHIBIT 32.1
Certification Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned, the Chief Executive Officer of Nerdy Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:
(a)the quarterly report on Form 10-Q for the period ended March 31, 2024, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 7, 2024
By:/s/ Charles Cohn
Name: Charles Cohn
Title:   President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Nerdy Inc. and will be retained by Nerdy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.



Certification Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned, the Chief Financial Officer of Nerdy Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:
(a)the quarterly report on Form 10-Q for the period ended March 31, 2024, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 7, 2024
By:/s/ Jason Pello
Name: Jason Pello
Title:   Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Nerdy Inc. and will be retained by Nerdy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

v3.24.1.u1
Cover - shares
 3 Months Ended
Mar. 31, 2024
Apr. 30, 2024
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 1-39595  
Entity Registrant Name NERDY INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 98-1499860  
Entity Address, Address Line One 8001 Forsyth Blvd.  
Entity Address, Address Line Two Suite 1050  
Entity Address, City or Town St. Louis  
Entity Address, State or Province MO  
Entity Address, Postal Zip Code 63105  
City Area Code 314  
Local Phone Number 412-1227  
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Trading Symbol NRDY  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Central Index Key 0001819404  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Class A common stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   109,002,565
Class B common stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   66,694,991
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Revenue $ 53,727 $ 49,180
Cost of revenue 17,212 15,290
Gross Profit 36,515 33,890
Sales and marketing expenses 17,392 15,560
General and administrative expenses 31,976 29,700
Operating Loss (12,853) (11,370)
Unrealized loss on derivatives, net 0 21,682
Interest income (886) (833)
Other expense, net 25 11
Loss before Income Taxes (11,992) (32,230)
Income tax expense 23 23
Net Loss (12,015) (32,253)
Net loss attributable to noncontrolling interests (4,569) (13,322)
Net Loss Attributable to Class A Common Stockholders $ (7,446) $ (18,931)
Loss per share of Class A Common Stock:    
Basic (in dollars per share) $ (0.07) $ (0.21)
Diluted ( in dollars per share) $ (0.07) $ (0.21)
Weighted-Average Shares of Class A Common Stock Outstanding:    
Basic (in shares) 107,951 91,776
Diluted (in shares) 107,951 91,776
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Comprehensive Income [Abstract]    
Net Loss $ (12,015) $ (32,253)
Foreign currency translation adjustments (10) 34
Total Comprehensive Loss (12,025) (32,219)
Comprehensive loss attributable to noncontrolling interests (4,573) (13,308)
Total Comprehensive Loss Attributable to Class A Common Stockholders $ (7,452) $ (18,911)
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 76,960 $ 74,824
Accounts receivable, net 9,632 15,398
Other current assets 5,412 4,815
Total Current Assets 92,004 95,037
Fixed assets, net 16,761 16,388
Goodwill 5,717 5,717
Intangible assets, net 2,894 3,061
Other assets 3,973 4,541
Total Assets 121,349 124,744
Current Liabilities    
Accounts payable 4,620 3,443
Deferred revenue 16,300 20,480
Other current liabilities 12,123 11,682
Total Current Liabilities 33,043 35,605
Other liabilities 3,127 3,533
Total Liabilities 36,170 39,138
Stockholders’ Equity    
Additional paid-in capital 575,495 567,709
Accumulated deficit (522,727) (515,281)
Accumulated other comprehensive income 25 31
Total Stockholders’ Equity Excluding Noncontrolling Interests 52,811 52,477
Noncontrolling interests 32,368 33,129
Total Stockholders’ Equity 85,179 85,606
Total Liabilities and Stockholders’ Equity 121,349 124,744
Class A common stock    
Stockholders’ Equity    
Common stock 11 11
Class B common stock    
Stockholders’ Equity    
Common stock $ 7 $ 7
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash Flows From Operating Activities    
Net Loss $ (12,015) $ (32,253)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation & amortization 1,638 1,553
Amortization of intangibles 152 150
Unrealized loss on derivatives, net 0 21,682
Non-cash stock-based compensation expense 11,112 11,049
Other changes in operating assets and liabilities:    
Decrease in accounts receivable, net 5,766 5,263
(Increase) decrease in other current assets (597) 1,163
Decrease in other assets 546 357
Increase in accounts payable 1,862 949
Decrease in deferred revenue (4,180) (3,285)
Increase in other current liabilities 305 686
Decrease in other liabilities (236) (520)
Net Cash Provided By Operating Activities 4,353 6,794
Cash Flows From Investing Activities    
Capital expenditures (2,221) (982)
Net Cash Used In Investing Activities (2,221) (982)
Cash Flows From Financing Activities    
Net Cash Used In Financing Activities 0 0
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash 4 (7)
Net Increase in Cash, Cash Equivalents, and Restricted Cash 2,136 5,805
Cash, Cash equivalents, and Restricted Cash, Beginning of Year 75,140 91,547
Cash, Cash Equivalents, and Restricted Cash, End of Period 77,276 97,352
Supplemental Cash Flow Information    
Purchase of fixed assets included in accounts payable 35 0
Software developed or obtained for internal use    
Supplemental Cash Flow Information    
Non-cash stock-based compensation included in capitalized internal use software $ 486 $ 524
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Parent
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Income
Noncontrolling Interests
Class A common stock
Common Stock
Class B common stock
Common Stock
Beginning balance, stockholders' equity at Dec. 31, 2022     $ 522,031 $ (475,107) $ (12) $ 34,122 $ 9 $ 7
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Non-cash stock-based compensation     11,247     326    
Activity under stock compensation plans     (1)       1  
Conversion of combined interests into Class A common stock     181     (181)    
Rebalancing of ownership percentage between controlling and the noncontrolling interests     (4,048)     4,048    
Net loss $ (32,253)     (18,931)   (13,322)    
Foreign currency translation adjustments 34       20 14    
Ending balance, stockholders' equity at Mar. 31, 2023 60,404 $ 35,397 529,410 (494,038) 8 25,007 $ 10 $ 7
Beginning balance, common (in shares) at Dec. 31, 2022             95,296 69,306
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Activity under stock compensation plans (in shares)             2,130 452
Conversion of combined interests into Class A common stock (in shares)             500 (500)
Ending balance, common (in shares) at Mar. 31, 2023             97,926 69,258
Beginning balance, stockholders' equity at Dec. 31, 2023 85,606   567,709 (515,281) 31 33,129 $ 11 $ 7
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Non-cash stock-based compensation     11,488     110    
Conversion of combined interests into Class A common stock     253     (253)    
Rebalancing of ownership percentage between controlling and the noncontrolling interests     (3,955)     3,955    
Net loss (12,015)     (7,446)   (4,569)    
Foreign currency translation adjustments (10)       (6) (4)    
Ending balance, stockholders' equity at Mar. 31, 2024 $ 85,179 $ 52,811 $ 575,495 $ (522,727) $ 25 $ 32,368 $ 11 $ 7
Beginning balance, common (in shares) at Dec. 31, 2023             106,416 67,256
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Activity under stock compensation plans (in shares)             1,955 49
Conversion of combined interests into Class A common stock (in shares)             631 (631)
Ending balance, common (in shares) at Mar. 31, 2024             109,002 66,674
v3.24.1.u1
BASIS OF PRESENTATION AND BACKGROUND
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION AND BACKGROUND BASIS OF PRESENTATION AND BACKGROUND
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year.
Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore, controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”).
Background
Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including Varsity Tutors LLC (“Varsity Tutors”). As a result of the business combination and related transactions, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow.
Nerdy Inc. has the following classes of securities issued and outstanding: (i) Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). The shares of Class B Common Stock are owned by the Legacy Nerdy Holders (as defined below), have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy LLC has units issued and outstanding (the “OpCo Units”) to its members, the legacy holders of Nerdy LLC (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. Nerdy Inc. and Nerdy LLC will at all times maintain a one-to-one ratio between the number of shares of Class A and Class B Common Stock issued by Nerdy Inc. and the number of OpCo Units issued by Nerdy LLC.
v3.24.1.u1
RECENTLY ISSUED ACCOUNTING STANDARDS
 3 Months Ended
Mar. 31, 2024
Accounting Changes and Error Corrections [Abstract]  
RECENTLY ISSUED ACCOUNTING STANDARDS RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on its results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) based on current information.
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing
segment disclosures in ASC Topic 280. This ASU is effective for annual periods beginning after December 15, 2023 (i.e., Nerdy’s financial statements for the year ending December 31, 2024) and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU requires a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures.
v3.24.1.u1
NONCONTROLLING INTERESTS
 3 Months Ended
Mar. 31, 2024
Noncontrolling Interest [Abstract]  
NONCONTROLLING INTERESTS NONCONTROLLING INTERESTS
As of March 31, 2024, Legacy Nerdy Holders owned 66,674 OpCo Units, equal to 38.0% of the economic interest in Nerdy LLC, and 66,674 shares of Class B Common Stock. As of December 31, 2023, Legacy Nerdy Holders owned 67,256 OpCo Units equal to 38.7% of the economic interest in Nerdy LLC, and 67,256 shares of Class B Common Stock.
Nerdy Inc. owned 62.0% and 61.3% of the outstanding OpCo Units as of March 31, 2024 and December 31, 2023, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders were entitled to or required to absorb, was allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders was rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC. Prior to the earnout transaction in September 2023 (the Company’s third quarter), the Company excluded earnouts in the calculation of the ownership interests in Nerdy LLC as the earnouts were subject to forfeiture.
The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding earnouts, for the periods presented.
As Of and For The Three Months Ended
March 31,
20242023
OpCo Units
Nerdy Inc.
Beginning of period106,416 90,654 
Vesting or exercise of equity awards1,955 2,130 
Conversion of Combined Interests into Class A Common Stock631 500 
End of period109,002 93,284 
Legacy Nerdy Holders
Beginning of period67,256 65,948 
Vesting or exercise of equity awards49 452 
Conversion of Combined Interests into Class A Common Stock(631)(500)
End of period66,674 65,900 
Total
Beginning of period173,672 156,602 
Vesting or exercise of equity awards2,004 2,582 
End of period175,676 159,184 
Ownership Percentage
Nerdy Inc.
Beginning of period61.3 %57.9 %
End of period62.0 %58.6 %
Legacy Nerdy Holders
Beginning of period38.7 %42.1 %
End of period38.0 %41.4 %
v3.24.1.u1
REVENUE
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
The following table presents the Company’s revenue by business category for the periods presented.
Three Months Ended
March 31,
2024%2023%
Consumer$41,602 77 %$40,335 82 %
Institutional11,887 22 %8,540 17 %
Other (a)238 1 %305 1 %
Revenue$53,727 100 %$49,180 100 %
(a)Other consists of EduNation Limited, a company incorporated in England and Wales, and other services.
Contract liabilities are reported within “Deferred revenue” on the Company’s Condensed Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the performance obligations have been completed. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31,
2023
Accounts receivable, net$9,632 $15,398 
Deferred revenue$16,300 $20,480 
“Accounts receivable, net” is reported net of reserves of $578 and $544 as of March 31, 2024 and December 31, 2023, respectively.
v3.24.1.u1
INCOME TAXES
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of March 31, 2024.
The effective income tax rate was (0.19)% and (0.07)% for the three months ended March 31, 2024 and 2023, respectively. The effective income tax rates differed significantly from the statutory rates in the both periods, primarily as a result of changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported in both periods represents amounts owed to state authorities.
v3.24.1.u1
LOSS PER SHARE
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
LOSS PER SHARE LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock.
Three Months Ended
March 31,
20242023
Net Loss Attributable to Class A Common Stockholders$(7,446)$(18,931)
Less: Undistributed net earnings attributable to participating securities— — 
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share$(7,446)$(18,931)
Weighted-average shares of Class A Common Stock for basic and diluted loss per share107,951 91,776 
Basic and Diluted loss per share of Class A Common Stock$(0.07)$(0.21)
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share of Class A Common Stock for the periods presented as they were anti-dilutive.
Three Months Ended
March 31,
20242023
Stock options1,394 974 
Stock appreciation rights5,740 6,417 
Restricted stock awards71 311 
Restricted stock units13,677 11,389 
Restricted stock units - founder’s award9,258 9,258 
Warrants— 19,311 
Earnouts— 7,964 
Combined Interests that can be converted into shares of Class A Common Stock66,674 65,900 
v3.24.1.u1
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
 3 Months Ended
Mar. 31, 2024
Cash and Cash Equivalents [Abstract]  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented.
March 31,
2024		December 31,
2023		March 31,
2023		December 31,
2022
Cash and cash equivalents$76,960 $74,824 $96,520 $90,715 
Restricted cash included in Other current assets184 184 516 516 
Restricted cash included in Other assets132 132 316 316 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows$77,276 $75,140 $97,352 $91,547 
The Company includes amounts in restricted cash required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of its office leases in Tempe, Arizona.
v3.24.1.u1
FIXED ASSETS, NET
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
FIXED ASSETS, NET FIXED ASSETS, NET
The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31,
2023
Fixed assets$45,505 $43,494 
Accumulated depreciation(28,744)(27,106)
$16,761 $16,388 
The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Amortization expense related to capitalized internal use softwareCost of revenue$1,392 $1,297 
Depreciation expenseGeneral and administrative expenses246 256 
v3.24.1.u1
INTANGIBLE ASSETS, NET
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS, NET INTANGIBLE ASSETS, NET
The Company’s intangibles assets consist entirely of trade names. The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31, 2023
Carrying amount$6,094 $6,122 
Accumulated amortization(3,200)(3,061)
$2,894 $3,061 
The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Amortization expense related to intangible assetsGeneral and administrative expenses$152 $150 
v3.24.1.u1
DERIVATIVE FINANCIAL INSTRUMENTS
 3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE FINANCIAL INSTRUMENTS DERIVATIVE FINANCIAL INSTRUMENTS
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. Prior to the warrant and earnout transactions in September 2023 (the Company’s third quarter), the Company had issued and outstanding warrants and earnouts to non-employees. The warrants and earnouts held by non-employees were not in the scope of Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation” and were classified as derivative liabilities under ASC Topic 480, “Distinguishing Liabilities from Equity” or ASC Topic 815, “Derivatives and Hedging.” The following table presents the effects of the Company’s derivative instruments in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Non-employee warrants
Unrealized loss on derivatives, net
$— $8,414 
Non-employee earnouts
Unrealized loss on derivatives, net
— 13,268 
$— $21,682 
v3.24.1.u1
FAIR VALUE MEASUREMENTS
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. There were no fair value measurement adjustments recognized related to definite-lived assets or goodwill during the three months ended March 31, 2024 or 2023.
v3.24.1.u1
RELATED PARTIES
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTIES RELATED PARTIES
Tax Receivable Agreement
Nerdy Inc. has a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) as a result of: (i) certain increases in tax basis that occur as a result of (A) the reverse recapitalization (including as a result of cash received in the Reverse Recapitalization and debt repayment occurring in connection with the reverse recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC operating agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings.
As of March 31, 2024, Nerdy Inc. has not recognized a liability of $115,968 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy’s LLC future taxable income. Nerdy Inc. did not make any payments to the TRA Holders under the Tax Receivable Agreement during the three months ended March 31, 2024 or 2023. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is
released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within the statement of operations.
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Independent Contractor Classification Matters
The Company, through its consolidated subsidiaries, is subject to various legal and regulatory proceedings at the federal, state, and municipal levels challenging the classification of third-party Experts on its platform as independent contractors, and claims that, by the alleged misclassification, it has violated various labor and other laws that would apply to employees. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters.
In 2019, a Complaint was filed in a Superior California Court against Varsity Tutors alleging that Varsity Tutors misclassified California tutors as independent contractors as opposed to employees in violation of the California Labor Code and seeking penalties and other remedies under California’s Private Attorneys General Act (“PAGA”). In October 2023, Varsity Tutors agreed to a tentative settlement in this matter that remains subject to Court approval (as required by PAGA), which is expected in mid-2024. No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters for the three months ended March 31, 2024 or 2023. At March 31, 2024 and December 31, 2023, the Company had accrued $2,000 for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets, respectively.
Other
The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, result of operations, or cash flows of the Company.
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Loss Attributable to Class A Common Stockholders $ (7,446) $ (18,931)
v3.24.1.u1
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.u1
RECENTLY ISSUED ACCOUNTING STANDARDS (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Changes and Error Corrections [Abstract]  
Basis of Presentation
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year.
Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore, controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”).
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing
segment disclosures in ASC Topic 280. This ASU is effective for annual periods beginning after December 15, 2023 (i.e., Nerdy’s financial statements for the year ending December 31, 2024) and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU requires a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures.
v3.24.1.u1
NONCONTROLLING INTERESTS (Tables)
 3 Months Ended
Mar. 31, 2024
Noncontrolling Interest [Abstract]  
Schedule of Changes in Noncontrolling Interest
The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding earnouts, for the periods presented.
As Of and For The Three Months Ended
March 31,
20242023
OpCo Units
Nerdy Inc.
Beginning of period106,416 90,654 
Vesting or exercise of equity awards1,955 2,130 
Conversion of Combined Interests into Class A Common Stock631 500 
End of period109,002 93,284 
Legacy Nerdy Holders
Beginning of period67,256 65,948 
Vesting or exercise of equity awards49 452 
Conversion of Combined Interests into Class A Common Stock(631)(500)
End of period66,674 65,900 
Total
Beginning of period173,672 156,602 
Vesting or exercise of equity awards2,004 2,582 
End of period175,676 159,184 
Ownership Percentage
Nerdy Inc.
Beginning of period61.3 %57.9 %
End of period62.0 %58.6 %
Legacy Nerdy Holders
Beginning of period38.7 %42.1 %
End of period38.0 %41.4 %
v3.24.1.u1
REVENUE (Tables)
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue by Service Category
The following table presents the Company’s revenue by business category for the periods presented.
Three Months Ended
March 31,
2024%2023%
Consumer$41,602 77 %$40,335 82 %
Institutional11,887 22 %8,540 17 %
Other (a)238 1 %305 1 %
Revenue$53,727 100 %$49,180 100 %
(a)Other consists of EduNation Limited, a company incorporated in England and Wales, and other services.
Schedule of Accounts Receivable The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31,
2023
Accounts receivable, net$9,632 $15,398 
Deferred revenue$16,300 $20,480 
Schedule of Deferred Revenue The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31,
2023
Accounts receivable, net$9,632 $15,398 
Deferred revenue$16,300 $20,480 
v3.24.1.u1
LOSS PER SHARE (Tables)
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock.
Three Months Ended
March 31,
20242023
Net Loss Attributable to Class A Common Stockholders$(7,446)$(18,931)
Less: Undistributed net earnings attributable to participating securities— — 
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share$(7,446)$(18,931)
Weighted-average shares of Class A Common Stock for basic and diluted loss per share107,951 91,776 
Basic and Diluted loss per share of Class A Common Stock$(0.07)$(0.21)
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share of Class A Common Stock for the periods presented as they were anti-dilutive.
Three Months Ended
March 31,
20242023
Stock options1,394 974 
Stock appreciation rights5,740 6,417 
Restricted stock awards71 311 
Restricted stock units13,677 11,389 
Restricted stock units - founder’s award9,258 9,258 
Warrants— 19,311 
Earnouts— 7,964 
Combined Interests that can be converted into shares of Class A Common Stock66,674 65,900 
v3.24.1.u1
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Tables)
 3 Months Ended
Mar. 31, 2024
Cash and Cash Equivalents [Abstract]  
Schedule of Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented.
March 31,
2024		December 31,
2023		March 31,
2023		December 31,
2022
Cash and cash equivalents$76,960 $74,824 $96,520 $90,715 
Restricted cash included in Other current assets184 184 516 516 
Restricted cash included in Other assets132 132 316 316 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows$77,276 $75,140 $97,352 $91,547 
Schedule of Restricted Cash and Cash Equivalents
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented.
March 31,
2024		December 31,
2023		March 31,
2023		December 31,
2022
Cash and cash equivalents$76,960 $74,824 $96,520 $90,715 
Restricted cash included in Other current assets184 184 516 516 
Restricted cash included in Other assets132 132 316 316 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows$77,276 $75,140 $97,352 $91,547 
v3.24.1.u1
FIXED ASSETS, NET (Tables)
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of fixed assets
The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31,
2023
Fixed assets$45,505 $43,494 
Accumulated depreciation(28,744)(27,106)
$16,761 $16,388 
The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Amortization expense related to capitalized internal use softwareCost of revenue$1,392 $1,297 
Depreciation expenseGeneral and administrative expenses246 256 
v3.24.1.u1
INTANGIBLE ASSETS, NET (Tables)
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Definite-lived Intangible Assets, Net The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented.
March 31,
2024		December 31, 2023
Carrying amount$6,094 $6,122 
Accumulated amortization(3,200)(3,061)
$2,894 $3,061 
The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Amortization expense related to intangible assetsGeneral and administrative expenses$152 $150 
v3.24.1.u1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables)
 3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations The following table presents the effects of the Company’s derivative instruments in the Condensed Consolidated Statements of Operations for the periods presented.
Three Months Ended
March 31,
Statement of Operations Location20242023
Non-employee warrants
Unrealized loss on derivatives, net
$— $8,414 
Non-employee earnouts
Unrealized loss on derivatives, net
— 13,268 
$— $21,682 
v3.24.1.u1
BASIS OF PRESENTATION AND BACKGROUND (Details)
Mar. 31, 2024
Sep. 20, 2021
$ / shares
Nerdy LLC    
Schedule of Organization And Business Operations Plan [Line Items]    
Ratio maintained between number of shares of Class A and Class B Common Stock 1  
Nerdy Inc.    
Schedule of Organization And Business Operations Plan [Line Items]    
Ratio maintained between number of shares of Class A and Class B Common Stock 1  
Class A common stock    
Schedule of Organization And Business Operations Plan [Line Items]    
Common stock, par value (in usd per share)   $ 0.0001
Class B common stock    
Schedule of Organization And Business Operations Plan [Line Items]    
Common stock, par value (in usd per share)   $ 0.0001
v3.24.1.u1
NONCONTROLLING INTERESTS - Narrative (Details) - Nerdy LLC - shares
shares in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Noncontrolling Interest [Line Items]        
Common units 175,676 159,184 173,672 156,602
Legacy Nerdy Holders        
Noncontrolling Interest [Line Items]        
Common units 66,674 65,900 67,256 65,948
Economic interest, LLC ownership percentage 38.00% 41.40% 38.70% 42.10%
Legacy Nerdy Holders | Class B common stock        
Noncontrolling Interest [Line Items]        
Common units 66,674   67,256  
Nerdy Inc.        
Noncontrolling Interest [Line Items]        
Common units 109,002 93,284 106,416 90,654
Economic interest, LLC ownership percentage 62.00% 58.60% 61.30% 57.90%
v3.24.1.u1
NONCONTROLLING INTERESTS - Changes in Ownership of OpCo Units in Nerdy LLC (Details) - shares
shares in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Nerdy LLC | Member Units        
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]        
Vesting or exercise of equity awards (in shares) 2,004 2,582    
Nerdy LLC        
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]        
Beginning balance, common (in shares) 173,672 156,602 156,602  
Ending balance, common (in shares) 175,676 159,184 173,672 156,602
Nerdy LLC | Nerdy Inc.        
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]        
Beginning balance, common (in shares) 106,416 90,654 90,654  
Conversion of combined interests into Class A Common Stock (in shares) 631 500    
Ending balance, common (in shares) 109,002 93,284 106,416 90,654
Ownership percentage, beginning and end of period 62.00% 58.60% 61.30% 57.90%
Nerdy LLC | Legacy Nerdy Holders        
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]        
Beginning balance, common (in shares) 67,256 65,948 65,948  
Conversion of combined interests into Class A Common Stock (in shares) (631) (500)    
Ending balance, common (in shares) 66,674 65,900 67,256 65,948
Ownership percentage, beginning and end of period 38.00% 41.40% 38.70% 42.10%
Nerdy Inc. | Member Units        
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]        
Vesting or exercise of equity awards (in shares) 1,955 2,130    
Legacy Nerdy Holders | Nerdy LLC | Member Units        
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]        
Vesting or exercise of equity awards (in shares) 49 452    
v3.24.1.u1
REVENUE - Revenue by Service (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenue $ 53,727 $ 49,180
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk    
Disaggregation of Revenue [Line Items]    
Revenue $ 53,727 $ 49,180
Concentration risk, percentage 100.00% 100.00%
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Consumer    
Disaggregation of Revenue [Line Items]    
Revenue $ 41,602 $ 40,335
Concentration risk, percentage 77.00% 82.00%
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Institutional    
Disaggregation of Revenue [Line Items]    
Revenue $ 11,887 $ 8,540
Concentration risk, percentage 22.00% 17.00%
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Other    
Disaggregation of Revenue [Line Items]    
Revenue $ 238 $ 305
Concentration risk, percentage 1.00% 1.00%
v3.24.1.u1
REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Accounts receivable, net $ 9,632 $ 15,398
Deferred revenue $ 16,300 $ 20,480
v3.24.1.u1
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Accounts receivable, net, reserves $ 578 $ 544
v3.24.1.u1
INCOME TAXES (Details)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Effective tax rate (as percent) (0.19%) (0.07%)
v3.24.1.u1
LOSS PER SHARE - Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share [Abstract]    
Net Loss Attributable to Class A Common Stockholders $ (7,446) $ (18,931)
Less: Undistributed net earnings attributable to participating securities 0 0
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (7,446) $ (18,931)
Weighted-average shares of Class A Common Stock for basic loss per share (in shares) 107,951 91,776
Weighted-average shares of Class A Common Stock for diluted loss per share (in shares) 107,951 91,776
Basic loss per share of Class A Common Stock (in dollars per share) $ (0.07) $ (0.21)
Diluted loss per share of Class A Common Stock (in dollars per share) $ (0.07) $ (0.21)
v3.24.1.u1
LOSS PER SHARE - Exclude From Weighted-average Shares For Diluted Earnings Per Share (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Stock options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 1,394 974
Stock appreciation rights    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 5,740 6,417
Restricted stock awards    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 71 311
Restricted stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 13,677 11,389
Restricted stock units - founder’s award    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 9,258 9,258
Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 0 19,311
Earnouts    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 0 7,964
Combined Interests that can be converted into shares of Class A Common Stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Weighted-average shares for diluted earnings (in shares) 66,674 65,900
v3.24.1.u1
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Cash and Cash Equivalents [Abstract]        
Cash and cash equivalents $ 76,960 $ 74,824 $ 96,520 $ 90,715
Restricted cash included in Other current assets 184 184 516 516
Restricted cash included in Other assets 132 132 316 316
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 77,276 $ 75,140 $ 97,352 $ 91,547
v3.24.1.u1
FIXED ASSETS, NET - Fixed Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Fixed assets $ 45,505 $ 43,494
Accumulated depreciation (28,744) (27,106)
Fixed assets, net $ 16,761 $ 16,388
v3.24.1.u1
FIXED ASSETS, NET - Amortization Expense Related to Capitalized Internal Use Software and Depreciation Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment [Abstract]    
Amortization expense related to capitalized internal use software $ 1,392 $ 1,297
Depreciation expense $ 246 $ 256
v3.24.1.u1
INTANGIBLE ASSETS, NET (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]      
Carrying amount $ 6,094   $ 6,122
Accumulated amortization (3,200)   (3,061)
Trade names, net amount 2,894   $ 3,061
Amortization expense related to intangible assets $ 152 $ 150  
v3.24.1.u1
DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Instruments on Company's Condensed Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Derivatives [Line Items]    
Unrealized loss on derivatives, net $ 0 $ 21,682
Unrealized loss on derivatives, net    
Derivatives [Line Items]    
Unrealized loss on derivatives, net 0 21,682
Non-employee warrants | Unrealized loss on derivatives, net    
Derivatives [Line Items]    
Unrealized loss on derivatives, net 0 8,414
Non-employee earnouts | Unrealized loss on derivatives, net    
Derivatives [Line Items]    
Unrealized loss on derivatives, net $ 0 $ 13,268
v3.24.1.u1
RELATED PARTIES (Details) - TRA Holders - Tax Receivable Agreement
$ in Thousands
Mar. 31, 2024
USD ($)
Related Party Transaction [Line Items]  
Net cash savings percentage 85.00%
Remaining net cash savings percentage 15.00%
Due to related parties $ 115,968
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES (Details) - Classification of Third-Party Experts As Independent Contractors - Settled Litigation - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Loss Contingencies [Line Items]      
Expense related to settlement with plaintiff $ 0 $ 0  
Accrual for legal settlement $ 2,000   $ 2,000
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