Nerdy (NRDY) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Nov. 11, 2021
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
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	101 S. Hanley Rd.
Entity Address, Address Line Two	Suite 300
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
Entity Information, Former Legal or Registered Name	TPG Pace Tech Opportunities Corp.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
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	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	NRDY
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		83,875,296
Warrants
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	NRDY-WT
Security Exchange Name	NYSE
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		73,970,890
Former Address
Entity Information [Line Items]
Entity Address, Address Line One	301 Commerce St.
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76102

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 31,298	$ 26,396	$ 98,649	$ 70,961
Cost of revenue	10,639	8,412	33,344	24,394
Gross Profit	20,659	17,984	65,305	46,567
Sales and marketing expenses	18,773	13,296	47,520	30,911
General and administrative expenses	59,902	9,818	87,674	30,465
Operating Loss	(58,016)	(5,130)	(69,889)	(14,809)
Unrealized gain on derivatives	(11,342)	0	(11,342)	0
Interest expense	1,289	1,265	3,791	3,637
Other expense, net	8,443	1,130	8,525	1,178
Loss (gain) on extinguishment of debt, net	1,278	0	(7,117)	0
Loss before Income Taxes	(57,684)	(7,525)	(63,746)	(19,624)
Income tax expense	35	0	35	0
Net Loss	(57,719)	(7,525)	(63,781)	(19,624)
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization	17,484	7,525	23,546	19,624
Net loss attributable to noncontrolling interests	18,960	0	18,960	0
Net Loss Attributable to Class A Common Stockholders	$ 21,275	$ 0	$ 21,275	$ 0
Loss per share of Class A Common Stock:
Loss per share of Class A Common Stock, Basic ( in dollars per share)	$ (0.27)	$ 0	$ (0.27)	$ 0
Loss per share of Class A Common Stock, Diluted ( in dollars per share)	$ (0.27)	$ 0	$ (0.27)	$ 0
Weighted-Average Shares of Class A Common Stock Outstanding:
Weighted-Average shares of Class A Common Stock Outstanding, Basic (in shares)	79,233,000	0	79,233,000	0
Weighted-Average shares of Class A Common Stock Outstanding, Diluted (in shares)	79,233,000	0	79,233,000	0

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Net Loss	$ (57,719)	$ (7,525)	$ (63,781)	$ (19,624)
Unrealized foreign currency translation adjustments	(84)	163	(34)	(114)
Total Comprehensive Loss	(57,803)	(7,362)	(63,815)	(19,738)
Comprehensive loss attributable to legacy Nerdy holders prior to the reverse recapitalization	(17,521)	(7,362)	(23,533)	(19,738)
Comprehensive loss attributable to noncontrolling interests	(18,982)	0	(18,982)	0
Total Comprehensive Loss Attributable to Class A Common Stockholders	$ (21,300)	$ 0	$ (21,300)	$ 0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 169,977	$ 29,265
Accounts receivable, net	2,187	475
Other current assets	41,192	1,821
Total Current Assets	213,356	31,561
Fixed assets, net	10,286	10,297
Goodwill	5,717	5,717
Intangible assets, net	7,695	8,534
Other assets	832	1,165
Total Assets	237,886	57,274
Current Liabilities
Accounts payable	4,971	4,446
Deferred revenue	24,384	17,270
Due to legacy Nerdy holders	37,881	0
Current portion of long-term debt	0	6,535
Other current liabilities	24,575	6,090
Total Current Liabilities	91,811	34,341
Other liabilities	99,772	1,554
Long-term debt	0	41,044
Total Liabilities	191,583	76,939
Redeemable Preferred Units		378,796
Stockholders’ Equity (Deficit)
Common units, $0.000001 par value - 54,761 units authorized, issued and outstanding as of December 31, 2020		86
Additional paid-in capital	493,241	6,833
Accumulated deficit	(457,204)	(412,383)
Accumulated other comprehensive income	132	296
Total Stockholders’ Equity (Deficit) Excluding Noncontrolling Interests	36,184	(398,461)
Noncontrolling interests	10,119	0
Total Stockholders’ Equity (Deficit)	46,303	(398,461)
Total Liabilities, Redeemable Preferred Units and Stockholders’ Equity (Deficit)	237,886	57,274
Class B Redeemable Preferred Units
Current Liabilities
Redeemable Preferred Units	0	259,638
Class C Redeemable Preferred Units
Current Liabilities
Redeemable Preferred Units	0	119,158
Class A Preferred Units
Stockholders’ Equity (Deficit)
Preferred units		3,309
Class A-1 Preferred Units
Stockholders’ Equity (Deficit)
Preferred units		$ 3,398
Class A Common Stock
Stockholders’ Equity (Deficit)
Common stock	8
Class B Common Stock
Stockholders’ Equity (Deficit)
Common stock	$ 7

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Member Units
Common stock, par value (in usd per share)		$ 0.000001
Common unit, authorized (in units)		54,761,000
Common unit, issued (in units)		54,761,000
Common units, outstanding (in units)		54,761,000
Class A Common Stock
Common stock, par value (in usd per share)	$ 0.0001
Common stock shares authorized (in shares)	1,000,000,000
Common stock issued (in shares)	83,875,000
Common stock, shares outstanding (in shares)	83,875,000
Class B Common Stock
Common stock, par value (in usd per share)	$ 0.0001
Common stock shares authorized (in shares)	150,000,000
Common stock issued (in shares)	73,971,000
Common stock, shares outstanding (in shares)	73,971,000
Class B Redeemable Preferred Units
Redeemable Preferred Units, authorized (in units)		25,920,000
Redeemable Preferred Units, issued (in units)		25,920,000
Redeemable Preferred Units, outstanding (in units)	0	25,920,000
Class C Redeemable Preferred Units
Redeemable Preferred Units, authorized (in units)		11,895,000
Redeemable Preferred Units, issued (in units)		11,895,000
Redeemable Preferred Units, outstanding (in units)	0	11,895,000
Class A Preferred Units | Member Units
Preferred unit, authorized (in units)		5,060,000
Preferred units, issued (in units)		5,060,000
Preferred units, outstanding (in units)		5,060,000
Class A-1 Preferred Units | Member Units
Preferred unit, authorized (in units)		5,007,000
Preferred units, issued (in units)		5,007,000
Preferred units, outstanding (in units)		5,007,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash Flows From Operating Activities
Net Loss	$ (63,781)	$ (19,624)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation & amortization	3,957	3,729
Amortization of intangibles	804	782
Unrealized gain on derivatives	(11,342)	0
Loss (gain) on extinguishment of debt, net	(7,117)	0
Stock-based compensation	38,515	1,235
Amortization of deferred debt charges	493	489
(Gain) loss on asset dispositions	(3)	234
Reverse recapitalization costs allocated to warrants and earnouts	1,604	0
Changes in operating assets and liabilities, net of reverse recapitalization
Accounts receivable	(1,712)	268
Other current assets	(1,154)	(1,094)
Other assets	18	63
Accounts payable	525	3,588
Other current liabilities	12,737	1,208
Other liabilities	(607)	1,511
Deferred revenue	7,114	3,191
Net Cash Used In Operating Activities	(19,949)	(4,420)
Cash Flows From Investing Activities
Capital expenditures	(3,769)	(2,002)
Net Cash Used In Investing Activities	(3,769)	(2,002)
Cash Flows From Financing Activities
Proceeds from reverse recapitalization, net	558,324	0
Payments to legacy investors	(299,317)	0
Payments of reverse recapitalization costs	(16,712)	0
Repayment of loan and security agreement	(50,000)	0
Payment of debt extinguishment costs	(1,607)	0
Proceeds from promissory note	0	8,293
Proceeds from loan and security agreement	11,000	4,000
Net Cash Provided By Financing Activities	201,688	12,293
Effect of Exchange Rate Change on Cash, cash equivalents and restricted cash	2	(31)
Net increase in Cash, cash equivalents and restricted cash	177,972	5,840
Cash, cash equivalents and restricted cash at beginning of period	30,682	27,896
Cash, cash equivalents and restricted cash at end of period	208,654	33,736
Supplemental Cash Flow Information
Purchase of fixed assets included in accounts payable	174	31
Cash paid for interest	$ 4,069	$ 3,082

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Preferred/Common Units	Preferred/Common UnitsClass A Preferred Units	Preferred/Common UnitsClass A-1 Preferred Units	Common StockClass A Common Stock	Common StockClass B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Noncontrolling Interests
Beginning balance, preferred (in units) at Dec. 31, 2019			5,060	5,007
Beginning balance, common (in units) at Dec. 31, 2019		54,761
Beginning balance, members' equity at Dec. 31, 2019	$ (156,391)	$ 86	$ 3,309	$ 3,398			$ 5,103	$ (168,463)	$ 176
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(19,624)
Stock-based compensation after the reverse recapitalization	1,235						1,235
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization	19,624							19,624
Foreign currency translation after the reverse recapitalization	(114)								(114)
Ending balance, preferred (in units) at Sep. 30, 2020			5,060	5,007
Ending balance, common (in units) at Sep. 30, 2020		54,761
Ending balance, members' equity at Sep. 30, 2020	(174,894)	$ 86	$ 3,309	$ 3,398			6,338	(188,087)	62
Beginning balance, preferred (in units) at Jun. 30, 2020			5,060	5,007
Beginning balance, common (in units) at Jun. 30, 2020		54,761
Beginning balance, members' equity at Jun. 30, 2020	(167,977)	$ 86	$ 3,309	$ 3,398			5,893	(180,562)	(101)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(7,525)
Stock-based compensation after the reverse recapitalization	445						445
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization	7,525							7,525
Foreign currency translation after the reverse recapitalization	163								163
Ending balance, preferred (in units) at Sep. 30, 2020			5,060	5,007
Ending balance, common (in units) at Sep. 30, 2020		54,761
Ending balance, members' equity at Sep. 30, 2020	(174,894)	$ 86	$ 3,309	$ 3,398			6,338	(188,087)	62
Beginning balance, preferred (in units) at Dec. 31, 2020			5,060	5,007
Beginning balance, common (in units) at Dec. 31, 2020		54,761
Beginning balance, members' equity at Dec. 31, 2020	(398,461)	$ 86	$ 3,309	$ 3,398			6,833	(412,383)	296
Beginning balance, stockholders' equity at Dec. 31, 2020	(398,461)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(63,781)
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization	23,546
Reverse recapitalization, net (in shares)		(54,761)	(5,060)	(5,007)	83,875	73,971
Reverse recapitalization, net	470,064	$ (86)	$ (3,309)	$ (3,398)	$ 8	$ 7	450,847		(152)	$ 26,147
Foreign currency translation after the reverse recapitalization	(34)
Ending balance, common (in shares) at Sep. 30, 2021					83,875	73,971
Ending balance, stockholders' equity at Sep. 30, 2021	46,303				$ 8	$ 7	493,241	(457,204)	132	10,119
Beginning balance, preferred (in units) at Dec. 31, 2020			5,060	5,007
Beginning balance, common (in units) at Dec. 31, 2020		54,761
Beginning balance, members' equity at Dec. 31, 2020	(398,461)	$ 86	$ 3,309	$ 3,398			6,833	(412,383)	296
Beginning balance, stockholders' equity at Dec. 31, 2020	(398,461)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(23,546)							(23,546)
Stock-based compensation after the reverse recapitalization	1,451						1,451
Foreign currency translation attributable to legacy Nerdy holders prior to the reverse recapitalization	13								13
Beginning balance, preferred (in units) at Jun. 30, 2021			5,060	5,007
Beginning balance, common (in units) at Jun. 30, 2021		54,761
Beginning balance, members' equity at Jun. 30, 2021		$ 86	$ 3,309	$ 3,398
Beginning balance, stockholders' equity at Jun. 30, 2021	(403,469)						7,837	(418,445)	346
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(17,484)							(17,484)
Stock-based compensation after the reverse recapitalization	447						447
Foreign currency translation attributable to legacy Nerdy holders prior to the reverse recapitalization	(37)								(37)
Beginning balance, preferred (in units) at Jun. 30, 2021			5,060	5,007
Beginning balance, common (in units) at Jun. 30, 2021		54,761
Beginning balance, members' equity at Jun. 30, 2021		$ 86	$ 3,309	$ 3,398
Beginning balance, stockholders' equity at Jun. 30, 2021	(403,469)						7,837	(418,445)	346
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(57,719)
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization	17,484
Reverse recapitalization, net (in shares)		(54,761)	(5,060)	(5,007)	83,875	73,971
Reverse recapitalization, net	470,064	$ (86)	$ (3,309)	$ (3,398)	$ 8	$ 7	450,847		(152)	26,147
Foreign currency translation after the reverse recapitalization	(84)
Ending balance, common (in shares) at Sep. 30, 2021					83,875	73,971
Ending balance, stockholders' equity at Sep. 30, 2021	46,303				$ 8	$ 7	493,241	(457,204)	132	10,119
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(40,235)							(21,275)		(18,960)
Stock-based compensation after the reverse recapitalization	37,064						34,110			2,954
Foreign currency translation after the reverse recapitalization	(47)								(25)	(22)
Ending balance, common (in shares) at Sep. 30, 2021					83,875	73,971
Ending balance, stockholders' equity at Sep. 30, 2021	$ 46,303				$ 8	$ 7	$ 493,241	$ (457,204)	$ 132	$ 10,119

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization And Description Of Business	ORGANIZATION AND DESCRIPTION OF BUSINESS Nerdy Inc. (along with its consolidated subsidiaries, “Nerdy” or “the Company”) operates a platform for live online learning. Nerdy’s mission is to transform the way people learn through technology. The Company’s purpose-built proprietary platform leverages technology, including artificial intelligence, to connect learners of all ages to experts, delivering superior value on both sides of the network. Nerdy’s comprehensive learning destination provides learning experiences across numerous subjects and multiple formats—including one-on-one instruction, small group classes, large format group classes and adaptive self-study. Nerdy’s offerings include Varsity Tutors for Schools , a product suite that leverages our platform capabilities to offer the Company’s online learning solutions directly to K12 school districts, and StarCourses, our free celebrity-led, live large group classes. Nerdy’s flagship business, Varsity Tutors (as defined below), is a platform for live online tutoring and classes. Its solutions are available directly to learners, as well as through schools and other institutions. Nerdy’s 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. Nerdy’s platform delivers value to both learners, who are our customers, and experts. Nerdy has built a diverse business across the following audiences: K-8, high school, college, graduate school and professional. Learners and experts come to Nerdy for convenience, value and a superior learning experience. The Company believes it has built a scalable platform that allows it to drive growth, learner satisfaction and retention across audiences and subjects. Reverse Recapitalization On September 20, 2021 (the “Closing Date”), TPG Pace Tech Opportunities Corp., an exempted company incorporated in the Cayman Islands (“TPG Pace”), and Live Learning Technologies LLC, a Delaware limited liability company (along with its wholly-owned subsidiaries, “Nerdy LLC”), consummated the previously announced business combination (the “Closing”) pursuant to the business combination agreement, dated as of January 28, 2021 (as amended, the “Business Combination Agreement”). Nerdy LLC is a holding company that is the sole owner of several operating companies, including its flagship business Varsity Tutors LLC (“Varsity Tutors”) and the legacy businesses, Veritas LLC (“Veritas”) and EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”). At the Closing Date, TPG Pace and Nerdy LLC completed the following transactions (the “Reverse Recapitalization”): • Immediately prior to the Closing, TPG Pace became a Delaware corporation and renamed Nerdy Inc.; • TPG Pace’s outstanding Class A ordinary shares and Class F ordinary shares were converted into corresponding shares of Nerdy Inc.’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and Class F common stock, par value $0.0001 per share (the “Class F Common Stock”) and its outstanding private placement warrants and public warrants to purchase Class A ordinary shares were converted into corresponding private placement warrants to purchase Class A Common Stock (the “Private Placement Warrants”) and public warrants to purchase Class A Common Stock (the “Public Warrants”) (collectively, the “Domestication”). Each Private Placement Warrant and Public Warrant allows for the purchase of one share of Class A Common Stock at an exercise price of $11.50 per share. The shares of Class F Common Stock were subsequently converted to shares of Class A Common Stock; • Following the Domestication, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc. (the “Merger”), with Nerdy LLC surviving such merger; • In accordance with Nerdy LLC’s amended and restated limited liability company agreement (the “Nerdy LLC Agreement”), existing ownership interests in Nerdy LLC (including redeemable preferred units) were converted into Nerdy LLC units (the “OpCo Units”). Additionally, the Nerdy LLC Agreement provided that Nerdy LLC will be managed by a five person board of managers; • Holders of Nerdy LLC common and preferred units (the “Legacy Nerdy Holders”) exchanged their historical Nerdy LLC equity for: (i) cash consideration of $336,846, of which $37,529 was accrued and reported as “Due to legacy Nerdy holders” on the Condensed Consolidated Balance Sheet at September 30, 2021, (ii) either OpCo Units and an equivalent number of shares of Nerdy Inc.’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) or shares of Class A Common Stock and (iii) warrants to purchase OpCo Units at an exercise price of $11.50 (the exercise of which would also result in the issuance of one corresponding share of Class B Common Stock) (the “OpCo Warrants”) or Private Placement Warrants at an exercise price of $11.50; • Nerdy Inc. contributed all of its assets (other than the OpCo Units it then held) to Nerdy LLC in exchange for additional OpCo Units and OpCo Warrants, such that Nerdy Inc. will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and OpCo Warrants equal to the total number of Public Warrants; • Nerdy Inc. issued and sold 15,000 shares of Class A Common Stock for aggregate consideration of $150,000 in a private placement (the “PIPE Financing”); and • Nerdy Inc. issued and sold 16,117 shares of Class A Common Stock and 3,000 warrants to purchase Class A Common Stock (the “FPA Warrants”) for aggregate consideration of $150,000 in a private placement (the “FPA Financing”). Each FPA Warrant allows for the purchase of one share of Class A Common Stock at an exercise price of $11.50 per share. The Reverse Recapitalization was accomplished through an umbrella partnership corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The Up-C structure allowed Legacy Nerdy Holders to retain their equity ownership in Nerdy LLC, an entity that is classified as a partnership for United States (“U.S.”) federal income tax purposes, and provides potential future tax benefits for Nerdy Inc. when the Legacy Nerdy Holders ultimately redeem their pass-through interests for shares of Class A Common Stock or cash in Nerdy Inc. as a result of a tax receivable agreement (the “Tax Receivable Agreement”). Under the terms of the Tax Receivable Agreement, 85% of these potential future tax benefits realized by Nerdy Inc. as a result of such redemptions will be paid to certain Legacy Nerdy Holders (the “TRA Holders”). For additional information, see Note 16. As a result of the Reverse Recapitalization: • 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 LLC, as a result of the contribution by Nerdy Inc., received proceeds of $558,324, which included (i) cash of $287,673 that was held in TPG Pace’s trust account from its initial public offering and TPG Pace’s operating cash account, after giving effect to redemptions of TPG Pace’s Class A ordinary shares held by TPG Pace’s public shareholders prior to the Reverse Recapitalization, (ii) proceeds of $150,000 from the PIPE Financing, (iii) proceeds of $150,000 from the FPA Financing and (iv) the payment of TPG Pace transaction expenses of $29,349. Nerdy LLC used these proceeds to (i) pay cash consideration of $299,317 to Legacy Nerdy Holders, (ii) pay transaction fees and expenses of $22,974, (iii) repay $52,343 of outstanding principal, interest and other charges under its Loan and Security Agreement (the “LSA”) and (iv) the remainder of funds were contributed to Nerdy LLC’s balance sheet; • Nerdy Inc. had the following securities outstanding: (i) 83,875 shares of Class A Common Stock, including earnouts, (ii) 73,971 shares of Class B Common Stock, including earnouts, held by certain of the Legacy Nerdy Holders and (iii) 17,281 warrants, each exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share; • Members of Nerdy LLC are the Legacy Nerdy Holders and Nerdy Inc.; • Nerdy LLC had the following OpCo Units and OpCo Warrants outstanding: (i) 157,846 OpCo Units, including earnouts, and (ii) 2,052 OpCo Warrants; • Legacy Nerdy Holders own 70,613 OpCo Units, excluding earnouts, equal to a 47.1% of the economic interest in Nerdy LLC, and 70,613 shares of Class B Common Stock, excluding earnouts, which, together (the “Combined Interests”), are redeemable on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof at the option of the Company. If the Company elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than five • Public stockholders of Nerdy Inc., including certain Legacy Nerdy Holders, (i) own 79,233 shares of Class A Common Stock, excluding earnouts, which represents 52.9% of the combined voting power of Nerdy Inc. and 100% of the economic interest in Nerdy Inc., and (ii) through Nerdy Inc.’s ownership of 79,233 OpCo Units, indirectly hold 52.9% of the economic interest in Nerdy LLC; • Nerdy LLC will be managed by a five person board of managers, composed of three persons that were designated by Nerdy Inc. and two persons that were designated by holders of a majority of the OpCo Units held by members of Nerdy LLC other than Nerdy Inc. Nerdy LLC’s management will continue to manage Nerdy LLC and all of its related and affiliated entities (subject to approval of Nerdy Inc.’s Board of Directors) and Nerdy Inc.’s executive officers will serve as the executive officers for all of its related and affiliated entities; and • Financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and following the Reverse Recapitalization transaction on September 20, 2021, 47.1% of the consolidated net earnings (loss) of Nerdy LLC are allocated to the noncontrolling interests (the “NCI”) to reflect the entitlement or absorption of the Legacy Nerdy Holders to a portion of the consolidated net earnings (loss). The Company has excluded earnouts in the calculation of the ownership interests in Nerdy LLC as the earnouts are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Reverse Recapitalization. To the extent these price thresholds are met, the earnouts will no longer be subject to forfeiture and the units will then be included in the calculation of the ownership interests in Nerdy LLC. Warrants The Private Placement Warrants, the Public Warrants, the FPA Warrants and the OpCo Warrants are collectively referred to herein as the “Warrants.” For other terms and conditions regarding each tranche of warrants held by the Company, see the above discussion. For additional discussion regarding the Company’s accounting treatment of the Warrants, including net earnings (loss) per share considerations, see Note 2. The Company has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date the Company sends the notice of such redemption to the warrant holders. Additionally, the Company has the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided that the last reported sale price of the Class A Common Stock equals or exceeds $10.00 per share and is less than $18.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holder. In each case, the warrant holder will be provided 30 days written notice prior to the Company’s redemption of the Warrants. For the 30 days after written notice has been provided by the Company, warrant holders may elect to exercise their Warrants at the per warrant price defined in the warrant agreements. After the 30 days have expired, the Company will redeem the Warrants for shares or cash at the per warrant prices mentioned above. As of September 30, 2021, the Company holds 22 of the total Warrants issued in connection with the Reverse Recapitalization. Earnouts Of the total shares and units issued as a result of the Reverse Recapitalization, Nerdy Inc. had 8,000 shares or units of (i) Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, that will be subject to forfeiture if the achievement of certain stock price thresholds of the Class A Common Stock are not met within five years of the Reverse Recapitalization (assuming there is no change in control event) (the “Earnouts”). During the time between the issuance of the Earnouts and either the achievement of one or more triggering events or the expiration of the earnout period, holders of the Earnouts are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc. at the same rate as all other holders of Class A Common Stock, i.e. on a one-for-one basis. However, during this time, the Earnouts will be subject to transfer restrictions until and upon the achievement of one or more triggering events, as described below. In the event that some or all of the Earnouts are forfeited, and the holders thereof had received non-forfeitable dividends during the earnout period, the dividends will not be subject to return by the holder to Nerdy Inc. Each earnout will be subject to a triggering event as follows: • Triggering Event 1 will occur on the date when the closing price of Class A Common Stock quoted on the New York Stock Exchange (the “NYSE”) is greater than or equal to $12.00 for any 20 Trading Days within any 30 consecutive Trading Day period within the earnout period. Upon the occurrence of Triggering Event I, one-third of the Earnouts will no longer be subject to forfeiture. • Triggering Event 2 will occur on the date when the closing price of Class A Common Stock quoted on the NYSE is greater than or equal to $14.00 for any 20 Trading Days within any 30 consecutive Trading Day period within the earnout period. Upon the occurrence of Triggering Event 2, one-third of the Earnouts will no longer be subject to forfeiture. • Triggering Event 3 will occur on the date when the closing price of Class A Common Stock quoted on the NYSE is greater than or equal to $16.00 for any 20 Trading Days within any 30 consecutive Trading Day period within the earnout period. Upon the occurrence of Triggering Event 3, one-third of the Earnouts will no longer be subject to forfeiture. As of September 30, 2021, the Company holds 36 of the total Earnouts issued in connection with the Reverse Recapitalization. For discussion regarding the Company’s accounting treatment of the Earnouts, including net earnings (loss) per share considerations, see Note 2. Transaction Expenses In connection with the Reverse Recapitalization, Nerdy LLC incurred expenses of $24,973 and $29,637 during the three and nine months ended September 30, 2021, respectively. Of the total costs incurred during the three months ended September, 30, 2021, $7,217 were reported as “General and administrative expenses” in the Condensed Consolidated Statements of Operations and $17,756 were reported as a reduction of “Additional paid-in capital” on the Condensed Consolidated Balance Sheet at September 30, 2021. Of the total costs incurred during the nine months ended September, 30, 2021, $9,603 were reported as “General and administrative expenses” in the Condensed Consolidated Statements of Operations and $20,034 were reported as a reduction of “Additional paid-in capital” on the Condensed Consolidated Balance Sheet at September 30, 2021. At September 30, 2021, the Company had accrued $7,413 of transaction costs related to the Reverse Recapitalization, which were reported as “Other current liabilities” on the Condensed Consolidated Balance Sheet. Nerdy LLC did not record any transaction expenses in connection with the Reverse Recapitalization during the three and nine months September 30, 2020.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and on a basis consistent with the audited consolidated financial statements and related notes thereto of Nerdy LLC and its wholly-owned subsidiaries as of and for the year ended December 31, 2020. The condensed consolidated balance sheet of Nerdy LLC as of December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements and related notes thereto of Nerdy LLC and its wholly-owned subsidiaries, which are included in the Company’s Registration Statement on Form S-1 filed with the SEC on October 15, 2021, which became effective as of October 25, 2021. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) 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 for the interim periods presented. Interim results are not necessarily indicative of the results to be expected for the full year. For the three and nine months ended September 30, 2021, these unaudited condensed consolidated financial statements reflect the consolidated results of operations, comprehensive income (loss), cash flows and changes in equity of Nerdy LLC and its wholly-owned subsidiaries for the period of January 1, 2021 through September 20, 2021, the Closing Date of the Reverse Recapitalization, and the consolidated results of operations, comprehensive income (loss), cash flows and changes in stockholders’ equity of Nerdy Inc. and its consolidated subsidiaries, including Nerdy LLC, for the period of September 21, 2021 through September 30, 2021. The condensed consolidated balance sheet at September 30, 2021 presents the financial condition of Nerdy Inc. and its consolidated subsidiaries, including Nerdy LLC, and reflects the initial recording of the assets and liabilities of Nerdy Inc. at their historical cost (see Note 4). All intercompany balances and transactions of Nerdy LLC prior to the Reverse Recapitalization have been eliminated. All intercompany balances and transactions of Nerdy Inc. after the Reverse Recapitalization have been eliminated. For the three and nine months ended September 30, 2020, these unaudited condensed consolidated financial statements present the consolidated results of operations, comprehensive income (loss), cash flows and changes in equity of Nerdy LLC. The condensed consolidated balance sheet as of December 31, 2020 presents the financial condition of Nerdy LLC and its wholly-owned subsidiaries. All intercompany balances and transactions of Nerdy LLC have been eliminated. In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” the historical equity of Nerdy LLC has been recasted in all periods up to the Closing Date, to reflect the number of shares of Nerdy Inc.’s Class A Common Stock and Class B Common Stock issued to Legacy Nerdy Holders in connection with the Reverse Recapitalization. The Company recasted the units outstanding related to the historical Nerdy LLC preferred units, common units and equity awards (the “Historical Nerdy LLC Equity”) prior to the Reverse Recapitalization as common equity of Nerdy Inc., reflecting the exchange ratio of 1-for-0.64, pursuant to the Business Combination Agreement. The condensed consolidated financial statements and related notes thereto give effect to the conversion for all periods presented, without any change to par value or per unit amounts. The condensed consolidated financial statements do not necessarily represent the capital structure of Nerdy Inc. had the Reverse Recapitalization occurred in prior periods. The Company has not made retroactive adjustments related to the historical book values of Historical Nerdy LLC Equity as the adjustments were considered immaterial. For both the three and nine months ended September 30, 2021, $21,275 of the consolidated net losses of Nerdy LLC were attributable to the Class A Common Stockholders, and reflects the Class A Common Stockholders’ absorption of 52.9% of the consolidated net losses of Nerdy LLC for the period of September 21, 2021 through September 30, 2021. For both the three and nine months ended September 30, 2021, $18,960 of the consolidated net losses of Nerdy LLC were attributable to the NCI, and reflects the Legacy Nerdy Holders’ absorption of 47.1% of the consolidated net losses of Nerdy LLC for the period of September 21, 2021 through September 30, 2021. For the three and nine months ended September 30, 2021, $17,484 and $23,546 of the consolidated net losses of Nerdy LLC were attributable to the Legacy Nerdy Holders, respectively, to reflect their absorption of 100% of the consolidated net losses of Nerdy LLC pertaining to the days prior to the Reverse Recapitalization. For the three and nine months ended September 30, 2020, net losses of $7,525 and $19,624 were attributable to the Legacy Nerdy Holders, respectively, to reflect their absorption of 100% of Nerdy LLC’s net losses pertaining to the periods prior to the Reverse Recapitalization. Principles of Consolidation For the period of September 21, 2021 through September 30, 2021, the consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Nerdy LLC. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. In determining the accounting of Nerdy Inc.’s interest in Nerdy LLC after the Reverse Recapitalization, management concluded Nerdy LLC was not a variable interest entity as defined by ASC Topic 810, “Consolidation,” and as such, Nerdy LLC was evaluated under the voting interest model. As Nerdy Inc. has the right to appoint a majority (three of the five) managers of Nerdy LLC, Nerdy Inc. controls Nerdy LLC, and therefore, the financial results of Nerdy LLC and its subsidiaries, subsequent to the completion of the Reverse Recapitalization on September 20, 2021, are consolidated with and into Nerdy’s Inc.’s financial statements. For the periods prior to Reverse Recapitalization, the consolidated financial statements of the Company comprise the accounts of Nerdy LLC and its wholly-owned subsidiaries. All intercompany accounts and transactions among Nerdy LLC and its consolidated subsidiaries were eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, the valuation of the Warrants, Earnouts and the Founder’s Award (as defined below), useful lives assigned to long-lived assets and definite-lived intangibles for depreciation and amortization, impairment of goodwill, long-lived assets and definite-lived intangible assets, the valuation of acquired intangible assets, internal-use software and website development costs. The Company bases its estimates on historical experience, knowledge of current business conditions and various other factors it believes to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from these estimates, and such differences could be material to its financial position and operating cash flows. Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”) which is the Company’s chief executive officer in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the U.S. Fair Value The Company holds certain items that are required to be disclosed at fair value (see Note 14). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3—Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. Foreign Currency Translation The Company operates a single foreign business, First Tutors UK, in the United Kingdom. The functional currency of First Tutors UK is the local currency. Adjustments from the translation of foreign currency into U.S. dollars for balance sheet amounts are based on exchange rates as of the condensed consolidated balance sheet date. Revenues and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in “Accumulated other comprehensive loss” as a component of “Stockholders’ Equity” on the Condensed Consolidated Balance Sheets. Revenue Recognition and Deferred Revenue The Company recognizes revenues from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of its contracts with learners and institutions, who are the Company’s customers, when learners and institutions are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company generates revenue by selling services to learners and institutions for one-on-one instruction and classes that are fulfilled by experts, who deliver instruction on the Company’s behalf through its proprietary Live Learning Platform. The Company’s revenues from contracts with learners, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as learners are not obligated to meet with the same expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on the date services are delivered to learners in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. Cash for the purchase of services by learners is generally collected in advance (at one time or in installments) and recorded to deferred revenue until the services are used by the learner. With respect to installment sales, the first installment payment is collected at the time of sale with the subsequent payment typically due thirty days later. Per the terms of the contract, purchased services can be redeemed up to one year from the date of the first payment. The Company recognizes revenue for unredeemed payments for services over the life of the agreement with the customer based on historical customer usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. The Company’s revenues from contracts with institutions, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the institution receives benefit from the completion of each session (as institutions are not obligated to meet with the same expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to institutions in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. For institutions that do not pay in advance, the Company typically invoices these institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for doubtful accounts. Per the terms of the contract, services purchased by institutions can be redeemed up to one year from the date of the first payment. To the extent cash for the purchase of services by institutions is collected in advance, the Company recognizes revenue for unredeemed payments for services over the life of the agreement with institutions based on usage. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. The Company provides a significant service of integrating instruction services, which are provided by experts on the Company’s behalf through its platform, using its curation and matching technologies and features in order to deliver a combined output to meet its performance obligation to learners. The Company is primarily responsible for the services provided and sets pricing. The Company determined that collectively, these factors reflect that it is the principal in transactions with learners and institutions. The Company does not have any incremental costs to obtain or fulfill a contract that would require capitalization. The Company elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less. Cost of Revenue Cost of revenue includes the cost of experts, who provide services to learners on the Company’s behalf, amortization of capitalized technology costs and other costs required to deliver services to learners and institutions. Costs of experts are recognized as services are provided to learners. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. The Company’s cash and cash equivalents, which consist of cash at financial institutions, are stated at cost and approximate fair value. Restricted Cash The Company classifies certain restricted cash balances within “Other current assets” and “Other assets” on the Condensed Consolidated Balance Sheets. Restricted cash consists of cash collateralized letters of credit in support of its corporate office leases and cash deposits due to Legacy Nerdy LLC Holders in exchange for their Historical Nerdy LLC Equity. Restricted cash amounts for contractual obligations with an expected duration of less than one year and more than one year are reported as “Other current assets” and “Other assets,” respectively, on the Condensed Consolidated Balance Sheets. For additional information, see Note 9. Accounts Receivable, Net The Company’s accounts receivables relate to sales of services which have not been collected and contractual amounts due to the Company. Allowance for Doubtful Accounts The Company assesses the creditworthiness of its customers based on multiple sources of information, and analyzes factors such as historical bad debt experience, industry and geographic concentrations of credit risk and economic trends. Accounts receivable are written off as a decrease to the allowance for doubtful accounts when all collection efforts have been exhausted and an account is deemed uncollectible. Fixed Assets, Net Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of furniture and equipment. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation of fixed assets other than capitalized internal use software costs is calculated on a straight-line basis over estimated useful lives of one The Company capitalizes certain costs associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Condensed Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. For additional information on fixed assets and internal use software, see Note 10. Goodwill Goodwill relates to the acquired assets of Veritas through the Company’s subsidiary Veritas Prep LLC (“Veritas Prep”) in 2018. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative goodwill impairment test would be performed. The Company’s qualitative assessment requires management to make judgments surrounding macroeconomic, industry and market factors as well as the overall condition and performance of the Company and other relevant entity-specific events. Definite-lived Intangible Assets Definite-lived intangible assets are definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The carrying value of definite-lived intangible assets is assessed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Stock-based Compensation For periods prior to the Reverse Recapitalization, Nerdy LLC’s employees had participated in the Nerdy 2016 U.S. Unit Appreciation Rights Plan, the 2016 Canadian Unit Appreciation Rights Plan and the Varsity Tutors, LLC Incentive Unit Plan (collectively, the “Legacy Plans”). The Legacy Plans consisted of unit appreciation rights (“UARs”) and profit interest units (“PIUs”), which were exchanged for Nerdy Inc. equity awards and cash in connection with the Reverse Recapitalization. Nerdy LLC’s UARs were converted into stock appreciation rights of Nerdy Inc. (“SARs”) and Nerdy LLC’s PIUs were converted into either shares of Class B Common Stock, OpCo Units and cash or restricted stock units of Nerdy Inc. (“RSUs”). SARs and RSUs are governed by Nerdy Inc.’s 2021 Equity Incentive Plan (the “2021 Equity Plan”). Holders of UARs received cash, SARs or a combination of both. Holders of vested PIUs received a combination of shares of Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC) and cash. Unvested PIUs were converted into RSUs with the underlying equity being Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC). In connection with the Reverse Recapitalization, the UARs were modified and the Company recorded a step-up in the grant date fair value of the awards as of September 20, 2021 which was principally due to the difference between the UAR grant-date hurdle rates and the Company’s stock price as of the modification date. During the three and nine months ended September 30, 2021, the Company recognized stock-based compensation expense of $32,066 related to the modification of the UARs, of which $2,457 and $29,609 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Condensed Consolidated Statements of Operations. Additionally, the PIUs were also modified in connection with the Reverse Recapitalization; however, as the modification was classified as Type 1: Probable-to-probable, pursuant to ASC Topic 718, “Compensation - Stock Compensation (Topic 718”),” no modification expense was recognized during the three and nine months ended September 30, 2021. Subsequent to the Reverse Recapitalization, the Company’s employees began to participate in the 2021 Equity Plan, which permitted the issuance of various stock-based compensation awards, including SARs, RSUs and non-qualified stock options (“Stock Options”). Under the 2021 Equity Plan, Nerdy Inc. granted RSUs to the legacy Nerdy LLC founder in consideration of the participant’s past and/or future continued employment with the Company (the “Founder’s Award”). Each restricted stock unit represents the right to receive one share of Class A Common Stock. The RSUs will vest based on the achievement of stock price hurdles. The initial Stock Price Hurdle is $18.00, which will cause one-seventh of the RSUs to vest. Each hurdle is $4 greater than the previous and will cause an additional one-seventh of the RSUs to vest, with 100% vested at $42.00. If the stock price hurdles are not met by September 20, 2028 (“Performance Period End Date”), the unvested RSUs will be forfeited. The stock price hurdles will be deemed achieved upon the first date prior to the Performance Period End Date on which the average closing market price on the NYSE of one share of Nerdy Inc.’s Class A Common Stock over a consecutive 90 calendar-day period, equals or exceeds the applicable dollar amount set forth in the vesting table. As a result of the Reverse Recapitalization, the Company has issued and outstanding Warrants and Earnouts (see Note 1). Warrants and Earnouts issued to current employees as of September 20, 2021 (the “Employee Warrants” and the “Employee Earnouts,” respectively) were classified as stock-based compensation under ASC Topic 718 as these warrants and earnouts were granted conditionally based upon employment. Former employees were not granted Warrants and Earnouts. The Company recorded the fair value of the Employee Warrants and Employee Earnouts as stock-based compensation expense of $408 and $2,763, respectively, at the Closing Date as there was no required service period after that date. Of the total Employee Warrant expense, $79 and $329 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. Of the total Employee Earnout expense, $46 and $2,717 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line over the period during which the service provider is required to provide service in exchange for the award over the requisite service period. Any forfeitures of stock-based compensation are recorded as they occur. The grant date fair value of Employee Warrants are determined using the market approach based upon the quoted market price of Nerdy Inc.’s warrants. The grant date fair value of Employee Earnouts and the Founder’s Award are determined using the Monte Carlo Option Pricing Method. For additional information on the assumptions used to determine the fair value of Employee Earnouts, see Note 14. Marketing Expense Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search and other paid channels. Costs associated with the delivery of the Company’s large group classes, including celebrity-led StarCourse costs, and expenditures across new marketing channels to drive brand awareness and reach, are also included in marketing expenses. Marketing costs are expensed as incurred by the Company within “Sales and marketing expenses” in the Condensed Consolidated Statements of Operations. Income Taxes For periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, its net taxable income or loss and any related tax credits were allocated to its members. Subsequent to the Reverse Recapitalization, Nerdy Inc. holds an economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Nerdy Inc. 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 items of the net taxable income or loss and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions in which it operates. The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Nerdy Inc. is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information income taxes, see Note 7, and for information on Nerdy Inc.’s Tax Receivable Agreement, see Note 16. Net Earnings (Loss) Per Share As noted above, the Company recasted Historical Nerdy LLC Equity as Nerdy Inc. common equity for all periods prior to the Reverse Recapitalization. However, as 100% of the net losses of Nerdy LLC prior to the Reverse Recapitalization were absorbed by the Legacy Nerdy Holders, basic and diluted earnings (loss) per share is zero for the three and nine months ended September 30, 2020 and basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2021 represents only the period from September 21, 2021 to September 30, 2021, the period where the Company had earnings (loss) attributable to Class A Common Stockholders. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented. As discussed in Note 1, the Company has issued and outstanding Earnouts, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC Topic 260, “Earnings Per Share,” Earnouts are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earnouts will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, Earnouts do not participate in losses but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share is computed using the

RECENTLY ISSUED ACCOUNTING STAN

RECENTLY ISSUED ACCOUNTING STANDARDS	9 Months Ended
	Sep. 30, 2021
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 the results of operations, comprehensive income (loss), financial condition, cash flows, redeemable preferred units and stockholders’ equity (deficit) based on current information. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated. Under the new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is required to adopt Topic 842 on January 1, 2022. The Company is in the process of assessing the impact of this ASU. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for the Company beginning January 1, 2023. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities and provides for additional disclosure requirements. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedients and exceptions for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by this ASU do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. This ASU is elective and effective for all entities as of March 12, 2020, the date this ASU was issued. An entity may elect to apply the amendments for contract modifications provided by this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. Once elected, this ASU must be applied prospectively for all eligible contract modifications. The Company is in the process of assessing the impact of this ASU as it relates to its contracts that reference LIBOR. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it simplifies the diluted earnings per share calculation in certain areas. The Company is required to adopt this ASU on January 1, 2024. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU.

REVERSE RECAPITALIZATION

REVERSE RECAPITALIZATION	9 Months Ended
	Sep. 30, 2021
Reverse Recapitalization [Abstract]
REVERSE RECAPITALIZATION	REVERSE RECAPITALIZATIONAs discussed in Note 1, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving the Merger. Nerdy LLC is governed by a board of managers composed of three persons that were designated by Nerdy Inc. and two persons that were designated by holders of a majority of the OpCo Units held by members of Nerdy LLC other than Nerdy Inc. Management determined Nerdy LLC was not a variable interest entity (see Note 2), and as result, identified Nerdy LLC as the accounting acquirer of the Merger in accordance ASC Topic 805. Management concluded that Nerdy LLC was the accounting acquirer due to (i) the Legacy Nerdy Holders receiving the largest portion of the voting rights in the combined company, Nerdy Inc., (ii) significantly all of the Legacy Nerdy Holders retained their equity interest as stockholders in Nerdy Inc., (iii) Nerdy LLC’s operations prior to the Reverse Recapitalization comprising the only ongoing operations of Nerdy Inc., (iv) the Legacy Nerdy Holders have the right to appoint a majority (five of the seven) directors of Nerdy Inc., (v) the executive management of Nerdy LLC will become the executive management of Nerdy Inc. and (vi) it is significantly larger than Nerdy Inc. in terms of revenue, total assets (excluding cash) and employees. Therefore, the Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with ASC Topic 805. Nerdy Inc. was treated as the “acquired” company for financial reporting purposes, and for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nerdy LLC issuing stock for the net assets of Nerdy Inc., accompanied by a recapitalization. The net assets of Nerdy Inc. were recorded at historical cost on the condensed consolidated balance sheet as of September 20, 2021, the Closing Date of the Reverse Recapitalization, with no goodwill or other intangible assets recorded. For additional information on the capitalization of Nerdy Inc. and Nerdy LLC immediately following the Closing of the Reverse Recapitalization, see Note 1. The following table provides the historical cost of assets and liabilities of Nerdy Inc. as of September 20, 2021. Cash and cash equivalents $ 558,324 Other current assets 642 Other current liabilities (a) (41,760) Total net assets $ 517,206

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS	9 Months Ended
	Sep. 30, 2021
Noncontrolling Interest [Abstract]
NONCONTROLLING INTERESTS	NONCONTROLLING INTERESTS Legacy Nerdy Holders own 70,613 OpCo Units, excluding Earnouts, equal to a 47.1% of the economic interest in Nerdy LLC, and 70,613 shares of Class B Common Stock, excluding Earnouts, which, together, may be redeemed at the option of the Legacy Nerdy Holders on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof (based on the market price of the shares of Class A Common Stock at the time of redemption) as determined by Nerdy Inc. If Nerdy Inc. elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than five As of September 30, 2021, Nerdy Inc. owned 52.9% of the outstanding OpCo units. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and 47.1% of the consolidated net loss of Nerdy LLC, during the period of September 21, 2021 through September 30, 2021, were allocated to the NCI to reflect the absorption of the Legacy Nerdy Holders to a portion of the consolidated net loss of Nerdy LLC. The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding earnouts, for the period beginning September 20, 2021, the Closing Date of the Reverse Recapitalization, and ending September 30, 2021 (see Note 1). OpCo Units OpCo Units - Ownership Percentage Nerdy Inc. (a) Legacy Nerdy Holders Total Nerdy Inc. (a) Legacy Nerdy Holders Total Beginning of period — — — — % — % — % Issuance of OpCo Units 79,233 70,613 149,846 52.9 % 47.1 % 100 % End of period 79,233 70,613 149,846 52.9 % 47.1 % 100 % (a) Includes OpCo Units held by certain Legacy Nerdy Holders, who were issued 11,550 shares of Class A Common Stock of Nerdy Inc., excluding Earnouts, in connection with the Reverse Recapitalization, and therefore, indirectly, own 11,550 OpCo Units of Nerdy LLC. As of September 30, 2021, these Legacy Nerdy Holders own 11,550 shares, excluding Earnouts, of Class A Common Stock of Nerdy Inc., and therefore, indirectly own 11,550 OpCo Units, or 7.7%, of total OpCo Units of Nerdy LLC.

REVENUE

REVENUE	9 Months Ended
	Sep. 30, 2021
Revenue Recognition and Deferred Revenue [Abstract]
REVENUE	REVENUE The following table presents the Company’s revenue by service category: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Online $ 31,298 $ 26,396 $ 98,649 $ 64,433 In-person — — — 6,528 Revenue $ 31,298 $ 26,396 $ 98,649 $ 70,961 The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances: September 30, December 31, Accounts receivable, net $ 2,187 $ 475 Deferred revenue $ 24,384 $ 17,270 “Accounts receivable, net”, is shown net of reserves of $343 and $234 as of September 30, 2021 and December 31, 2020, respectively. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As a result of the Reverse Recapitalization, Nerdy Inc. holds 52.9% of the economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income 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 52.9% distributive share of the net taxable income and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions. The effective tax rate was (0.1)% and (0.1)% for the three and nine months ended September 30, 2021, respectively. The effective income tax rate for the three and nine months ended September 30, 2021 differed significantly from the statutory rates in both current year periods, primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Reverse Recapitalization. Income tax expense recorded in the three and nine months ended September 30, 2021 represents amounts owed to state authorities due to the change in corporate taxpayer status following the Reverse Recapitalization. The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Nerdy Inc. as of the Closing Date of the Reverse Recapitalization and as of September 30, 2021, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. For information on Nerdy Inc.’s Tax Receivable Agreement, see Note 16. The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities. For periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, its net taxable income and any related tax credits were allocated to its members.

LOSS PER SHARE

LOSS PER SHARE	9 Months Ended
	Sep. 30, 2021
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 and represents the period from September 21, 2021 to September 30, 2021, the period where the Company had Class A and Class B common stock outstanding. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Earnouts do not participate in losses but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted loss per share. As such, basic and diluted loss per share is computed using the two-class method. For additional information, see Notes 1 and 2. Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of SARs, RSUs, Stock Options, Warrants and Earnouts, if any, using the “treasury stock” method and for the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the Company’s share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to Nerdy LLC Combined Interests that convert into potential shares of Class A Common Stock, to the extent it is dilutive. In addition, “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive. Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (21,275) Weighted-average shares for basic and diluted loss per share 79,233 Basic and Diluted loss per share of Class A Common Stock $ (0.27) The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive. Stock options 3,799 Stock appreciation rights 7,628 Restricted stock units 3,115 Restricted stock units - Founder’s Award 9,258 Warrants 19,311 Earnouts 7,964 Combined Interests that can be converted into shares of Class A Common Stock (a) 70,613 (a) These securities are neither dilutive or anti-dilutive for the period presented as their assumed conversion under the “if-converted” method to “Weighted-average shares for diluted loss per share” would cause a proportionate increase to “Net loss attributable to Class A Common Stockholders for diluted loss per share.”

CASH, CASH EQUIVALENTS AND REST

CASH, CASH EQUIVALENTS AND RESTRICTED CASH	9 Months Ended
	Sep. 30, 2021
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 within the Condensed Consolidated Balance Sheets to the unaudited Condensed Consolidated Statements of Cash Flows: September 30, December 31, Cash and cash equivalents $ 169,977 $ 29,265 Restricted cash included in Other current assets 37,845 270 Restricted cash included in Other assets 832 1,147 Total Cash, Cash Equivalents and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 208,654 $ 30,682 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 corporate office leases and cash deposits due to Legacy Nerdy LLC Holders (see Notes 1 and 12). As of September 30, 2021, the Company recorded cash deposits of $37,529 due to Legacy Nerdy Holders in exchange for their Historical Nerdy LLC Equity as “Other current assets” on the Condensed Consolidated Balance Sheet.

FIXED ASSETS, NET

FIXED ASSETS, NET	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
FIXED ASSETS, NET	FIXED ASSETS, NET September 30, December 31, Fixed assets $ 26,735 $ 22,838 Accumulated depreciation (16,449) (12,541) $ 10,286 $ 10,297 The Company recorded amortization expense related to capitalized internal use software of $1,113 and $3,358 during the three and nine months ended September 30, 2021, respectively, and $1,040 and $2,995 during the three and nine months ended September 30, 2020, respectively, which was included in “Cost of revenue” in the Condensed Consolidated Statements of Operations. The Company recorded depreciation expense for all other fixed assets of $215 and $599 during the three and nine months ended September 30, 2021, respectively, and $219 and $734, during the three and nine months ended September 30, 2020, respectively, and was included as a component of “General and administrative expenses” in the Condensed Consolidated Statements of Operations.

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS, NET	INTANGIBLE ASSETS, NET September 30, 2021 Carrying Amount Accumulated Amortization Net Amount Trade names $ 10,372 $ (2,937) $ 7,435 Foreign currency translation adjustment 241 19 260 $ 10,613 $ (2,918) $ 7,695 December 31, 2020 Carrying Amount Accumulated Amortization Net Amount Trade names $ 10,372 $ (2,099) $ 8,273 Foreign currency translation adjustment 295 (34) $ 261 $ 10,667 $ (2,133) $ 8,534

OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES	9 Months Ended
	Sep. 30, 2021
Other Liabilities Disclosure [Abstract]
OTHER CURRENT LIABILITIES	OTHER CURRENT LIABILITIES September 30, December 31, Promissory note and related interest 8,395 — Accrued Reverse Recapitalization costs 7,413 — Accrued payroll 3,173 742 Accrued CARES Act FICA deferral 589 589 Accrued professional services 986 1,037 Accrued sublease liability 208 688 Other 3,811 3,034 $ 24,575 $ 6,090

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2021
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. As a result of the Reverse Recapitalization, the Company has issued and outstanding Warrants and Earnouts (see Note 1). The Non-employee Warrants and Non-employee Earnouts are not in the scope of ASC Topic 718 and are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Derivative warrant and earnout liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheet. For additional information, see Note 2. At September 30, 2021, the number of Non-employee Warrants and Earnouts contracts issued and outstanding was 7,655 and 19,122, respectively. No derivative instruments were issued or held by the Company at September 30, 2020. The following table presents the balance sheet location and fair value of the Company’s derivative liability instruments on a gross basis, none of which are designated as hedging instruments under ASC Topic 815, as of September 30, 2021. Balance Sheet Location Fair Value Non-employee Warrants Other liabilities $ 39,966 Non-employee Earnouts Other liabilities 58,409 $ 98,375 The following table presents the effects of the Company’s derivative instruments on the Company’s Condensed Consolidated Statements of Operations for both the three and nine months ended September 30, 2021. Statement of Operations Location Non-employee Warrants Unrealized gain on derivatives $ 1,339 Non-employee Earnouts Unrealized gain on derivatives 10,003 $ 11,342

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820, “Fair Value Measurement.” September 30, 2021 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 39,966 $ 18,810 $ 21,156 $ — Non-employee Earnouts 58,409 — — 58,409 $ 98,375 $ 18,810 $ 21,156 $ 58,409 The Company holds certain items that are required to be disclosed at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s calculation of the fair value of liabilities associated with Public Warrants issued to non-employees was calculated using the market approach based upon the quoted market price of Nerdy Inc.’s Public Warrants at the end of each period. The Company’s calculation of the fair value of liabilities associated with the Private Placement Warrants, FPA Warrants and OpCo Warrants issued to non-employees was calculated based upon the quoted price for similar liabilities (the Public Warrants issued to non-employees) in active markets at the end of each period. As such, the Private Placement Warrants, FPA Warrants and OpCo Warrants issued to non-employees are classified as Level 2. For additional information, see Note 1 and Note 13. The fair value of liabilities associated with the Non-employee Earnouts was measured on a recurring basis using the Monte Carlo Option Pricing Method. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. For additional information on the Non-employee Earnouts see Notes 1, 2 and 13. The following table summarizes the Level 3 activity measured on a recurring basis. Balance, December 31, 2020 $ — Initial valuation of the Non-employee Earnouts 68,412 Mark-to-market gain on Non-employee Earnouts 10,003 Balance, September 30, 2021 $ 58,409 The fair value of each earnout (both employee and non-employee) was estimated on the Closing Date using the Monte Carlo Option Pricing Method. Inherent in the Monte Carlo Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the Earnouts based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Earnouts. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Earnouts. The expected life of the Earnouts was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the Earnouts (both employee and non-employee) on September 20, 2021 and to remeasure the fair value of outstanding Non-employee Earnouts liabilities as of September 30, 2021. September 20, September 30, Expected term (in years) 5 5 Stock price $11.20 $9.99 Expected stock price volatility 35.0% 40.0% Risk-free interest rate 0.8% 1.0% Expected Dividends —% —% Fair Value (per earnout) $8.94 $7.63 As of December 31, 2020, the fair values of Nerdy LLC’s borrowings under its LSA and its promissory note approximated their carrying values. The Company’s financial assets and liabilities also 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 long-lived assets and goodwill, are measured at fair value on a non-recurring basis.

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT The Company’s long-term debt, all of which was held by Nerdy LLC, consisted of the following: September 30, December 31, Loan and security agreement $ — $ 39,000 Promissory note — 8,293 Paid-in-kind interest — 283 End of term charge — 399 Less: Debt issuance costs, net — (396) Total debt $ — $ 47,579 Less: current maturities of long-term debt — 6,535 Total long-term debt $ — $ 41,044 Loan and Security Agreement On August 9, 2019, Nerdy LLC entered into a LSA for an aggregate principal amount of up to $50,000, subject to certain limitations. Initial borrowings from the LSA of $35,000 were used to extinguish previously issued long-term debt and for general corporate purposes. The LSA bore interest equal to the greater of either (i) 10.75% plus the prime rate as reported in The Wall Street Journal minus 5.5% or (ii) 10.75%. Additionally, Nerdy LLC was subject to paid-in-kind (“PIK”) interest of 0.55% and an end of term charge equal to 3.00% of the total funded amount. The LSA bore interest at a rate of 10.75% at December 31, 2020. Monthly payments on the LSA are interest only, with the principal, accrued PIK interest and the end of term charge due in full at maturity. Unused capacity under the LSA did not bear a commitment fee. The LSA was scheduled to mature on August 1, 2023, subject to certain conditions, was secured by substantially all of Nerdy LLC’s assets and did not contain any financial covenants. Nerdy LLC incurred debt issuance costs of $613 associated with the LSA, which were deferred and were being amortized to interest expense over the term of the LSA. On March 19, 2020, Nerdy LLC borrowed an additional $4,000 from the LSA (the maximum borrowing capacity available at the time), increasing total borrowings from $35,000 to $39,000. On July 28, 2021, Nerdy LLC borrowed an additional $11,000 from the LSA (the maximum borrowing capacity available at the time), increasing total borrowings from $39,000 to $50,000. With a portion of the proceeds received from the Reverse Recapitalization (see Note 1), Nerdy LLC repaid the $50,000 outstanding principal balance of the LSA. Additionally, Nerdy LLC paid $2,343 in PIK interest, end of term charges and other expenses. In connection with these repayments and the extinguishment of the LSA, Nerdy LLC recorded a loss of $1,278, which was included in “Loss (gain) on extinguishment of debt, net” in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. This loss was recorded in the period prior to the Reverse Recapitalization as the debt did not legally survive the Reverse Recapitalization. The LSA was terminated in connection with the Reverse Recapitalization, and Nerdy LLC no longer had the ability to borrow under it after the Closing Date. CARES Act Promissory Note Nerdy LLC applied for and received a promissory note (the “Promissory Note”) under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act program in the amount of $8,293 on April 16, 2020. The Promissory Note was scheduled to mature on April 16, 2022 and bore a 1.00% interest rate. Nerdy LLC applied for forgiveness of the Promissory Note and on June 30, 2021, Nerdy LLC received notice from the Small Business Administration (the “SBA”) that the Promissory Note and accrued interest of $102 was forgiven in full. In connection with the forgiveness of the Promissory Note, Nerdy LLC recorded a gain of $8,395, which was included in “Loss (gain) on extinguishment of debt, net” in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2021. In connection with the Reverse Recapitalization (see Note 1), Nerdy Inc.’s Board of Directors approved repayment in full by Nerdy LLC of the principal amount and accrued interest of the Promissory Note and notified the SBA of their intent to do so. As a result, Nerdy LLC recorded the Promissory Note principal balance of $8,293 and accrued interest of $102 on the condensed consolidated balance sheet within “Other current liabilities,” and reported a loss of $8,395, which was included in “Other expense, net” in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021. The principal balance and accrued interest were both reported as “Other current liabilities” on the Condensed Consolidated Balance Sheet as of September 30, 2021. On October 14, 2021, Nerdy LLC repaid the Promissory Note principal balance and accrued interest (see Note 19).

RELATED PARTIES

RELATED PARTIES	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIES Amounts Due to Legacy Nerdy Holders As of September 30, 2021, the Company recorded amounts due to Legacy Nerdy LLC Holders of $37,881 in exchange for their Historical Nerdy LLC Equity as “Due to legacy Nerdy holders” on the Condensed Consolidated Balance Sheet. Tax Receivable Agreement In connection with the Reverse Recapitalization, Nerdy Inc. entered into the Tax Receivable Agreement the TRA Holders. The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to 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) in periods after the Reverse Recapitalization 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 agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. If Nerdy Inc. elects to terminate the Tax Receivable Agreement early, Nerdy Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it to the TRA Holders under the Tax Receivable Agreement (based upon certain valuation assumptions and deemed events set forth in the Tax Receivable Agreement). If a change of control occurs, the Tax Receivable Agreement will remain in effect with respect to each TRA Holder (provided that certain valuation assumptions, including that there will be sufficient income to utilize all tax attributes covered by the Tax Receivable Agreement, will be utilized to determine the payments to be made under the Tax Receivable Agreement), unless such TRA Holder elects (or the representative of the TRA Holders causes all of the TRA Holders to elect) to receive its early termination payment in connection with the change of control transaction. $331,808 of cash was paid to TRA Holders at the Closing of the Reverse Recapitalization, which resulted in a gross potential tax receivable agreement liability of $99,591 assuming: (1) a share price equal to $10.00 per share, (2) a constant federal income tax rate of 21.0% and a state tax rate of 4.4%, (net of the federal benefit), (3) no material changes in tax law, (4) the ability to utilize tax attributes and (5) future tax receivable agreement payments. Nerdy Inc. has not recognized any liability 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. No payments were made to the TRA Holders pursuant to the Tax Receivable Agreement during the three or nine months ended September 30, 2021. 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 earnings. If all of the remaining TRA Holders were to exchange all of their OpCo Units (together with a corresponding number of shares in Nerdy Inc. Class B Common Stock), Nerdy Inc. would recognize an additional deferred tax asset of approximately $370,440 and a Tax Receivable Agreement liability of approximately $314,874, assuming (i) a price of $10 per share, (ii) a constant corporate tax rate of 25.4%, (iii) that Nerdy Inc. will have sufficient taxable income to fully utilize the tax benefits, and (iv) no material changes in relevant tax law.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	LEGAL PROCEEDINGS The Company has received inquiries from certain statutory authorities regarding the designation of experts as independent contractors. The Company is responding to these inquiries and believes this designation to be appropriate based on the nature of its relationship with such individuals and entities. The Company believes that it is only reasonably possible and not probable that the Company will incur a loss under various legal and regulatory proceedings challenging the classification of experts as independent contractors because of the Company’s significant experience with such claims of this nature as well as the Company’s analysis of the facts and circumstances related to current claims. Additionally, the amount of loss cannot be reasonably estimated because the amount of loss contingency is often based on certain variable inputs (e.g., Platform usage by the expert, number of plaintiffs/claimants, jurisdiction, etc.) which make the determination of a range of loss not possible. 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. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company.

MEMBERS_ EQUITY OF NERDY LLC

MEMBERS’ EQUITY OF NERDY LLC	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
MEMBERS’ EQUITY OF NERDY LLC	MEMBERS’ EQUITY OF NERDY LLC For periods prior to the Reverse Recapitalization, Nerdy LLC had equity and stock-based compensation described below authorized, issued and outstanding. As discussed in Note 1, holders of the Historical Nerdy LLC Equity received cash, Class A Common Stock or Class B Common Stock and OpCo Units, pursuant to the terms of the Business Combination Agreement. Holders of UARs received SARs or a combination of cash and SARs. Holders of vested PIUs received a combination into shares of Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC) and cash. Unvested PIUs were converted into RSUs with the underlying equity being Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC). All Historical Nerdy LLC Equity was paid out in cash or exchanged for equity of Nerdy Inc. in connection with the Reverse Recapitalization on September 20, 2021. The Company recasted Historical Nerdy LLC Equity outstanding for the periods prior to the Reverse Recapitalization, reflecting the exchange ratio of 1-for-0.64 (see Note 2). The historical Nerdy LLC units disclosed in this note give effect to the conversion for all periods presented, without any change to par value or per unit amounts. The Company has not made retroactive adjustments related to the historical book values of Historical Nerdy LLC Equity as the adjustments were considered immaterial. Redeemable Preferred Units Class B Redeemable Preferred Units Nerdy LLC had authorized 25,920 units of Class B redeemable preferred voting units (“Class B Units”), of which 25,920 were issued and are outstanding as of December 31, 2020. Class C Redeemable Preferred Units Nerdy LLC had authorized 11,895 units of Class C redeemable preferred voting units (“Class C Units”), of which 11,895 were issued and are outstanding as of December 31, 2020. Redeemable Preferred Units Rights Nerdy LLC’s previously amended and restated operating agreement (the “Historical Nerdy LLC Operating Agreement”) stated that starting on November 24, 2022 (the fifth anniversary of the Historical Nerdy LLC Operating Agreement), holders of a majority of the Class B and Class C units (collectively the “Senior Preferred Units”) could have elected to have Nerdy LLC redeem one-third of the outstanding Senior Preferred Units within 60 days from the election date and then on each of the following two anniversaries, at a redemption price equal to the greater of (i) the applicable original issue price (“OIP”) of such class of Senior Preferred Units or (ii) the fair market value of the Senior Preferred Units as of the redemption election date. Nerdy LLC’s Senior Preferred Units were accreted to the greater of OIP or fair market value, which was the redemption value, at the end of each reporting date. During the year ended December 31, 2020, Nerdy LLC recognized accretion of $150,146 and $69,110 on the Class B Redeemable Preferred Units and the Class C Redeemable Preferred Units, respectively. Senior Preferred Units were convertible into common units at any time at the option of the holders, or automatically upon a qualified initial public offering, at a conversion price equal to the applicable OIP of such class of Senior Preferred Units, subject to adjustment for subsequent issuances of common units. The following table summarizes the changes to Nerdy LLC’s Class B Units for the three and nine months ended September 30, 2021 and 2020. The exchange of Nerdy LLC Class B Units was initially recorded to “Additional paid-in capital” and subsequently to “Cash and Cash Equivalents,” to the extent Legacy Nerdy LLC Holders received cash, on the Condensed Consolidated Balance Sheet. As Of and For The Three Months Ended As Of and For The Nine Months Ended 2021 2020 2021 2020 Class B Units, value Beginning of period $ 259,638 $ 109,492 $ 259,638 $ 109,492 Impact of Reverse Recapitalization (259,638) — (259,638) — End of period $ — $ 109,492 $ — $ 109,492 Class B Units, units Beginning of period 25,920 25,920 25,920 25,920 Impact of Reverse Recapitalization (25,920) — (25,920) — End of period — 25,920 — 25,920 The following table summarizes the changes to Nerdy LLC’s Class C Units for the three and nine months ended September 30, 2021 and 2020. The exchange of Nerdy LLC Class C Units was initially recorded to “Additional paid-in capital” and subsequently to “Cash and Cash Equivalents,” to the extent Legacy Nerdy LLC Holders received cash, on the Condensed Consolidated Balance Sheet. As Of and For The Three Months Ended As Of and For The Nine Months Ended 2021 2020 2021 2020 Class C Units, value Beginning of period $ 119,158 $ 50,047 $ 119,158 $ 50,047 Impact of Reverse Recapitalization (119,158) — (119,158) — End of period $ — $ 50,047 $ — $ 50,047 Class C Units, units Beginning of period 11,895 11,895 11,895 11,895 Impact of Reverse Recapitalization (11,895) — (11,895) — End of period — 11,895 — 11,895 Nonredeemable Preferred Units Class A Preferred Units Nerdy LLC had authorized 5,060 units of Class A preferred voting units (“Class A Units”), of which 5,060 were issued and outstanding as of December 31, 2020. As of December 31, 2020, $1,909 of cumulative dividends would have been payable in the event of a qualifying distribution. Class A-1 Preferred Units Nerdy LLC had authorized 5,007 units of Class A-1 preferred voting units (“Class A-1 Units”), of which 5,007 were issued and are outstanding as of December 31, 2020. As of December 31, 2020, $1,715 of cumulative dividends would have been payable in the event of a qualifying distribution. Nonredeemable Preferred Units Rights Class A Units were eligible to receive, in the aggregate, an amount equal to 3x the Class A OIP (the “Class A Preferred Return”) in accordance with and subject to the Company’s distribution waterfall. Class A-1 Units were eligible to receive, in the aggregate, an amount equal to 3x the Class A-1 OIP (the “Class A-1 Preferred Return” and together with the Class A Preferred Return, the “Preferred Return”) in accordance with and subject to the Company’s distribution waterfall. Alternatively, at the election of a holder at any time, or automatically in connection with a qualified initial public offering, the Class A Units and Class A-1 Units convert to common units in accordance with the then-applicable conversion ratio. Common Units Nerdy LLC authorized 54,761 units of common membership voting units, of which 54,761 were issued and are outstanding as of December 31, 2020. Common unit holders shared in Nerdy LLC’s profits and distributions after the holders of Class A Units, Class A-1 Units, Class B Units, Class C Units and the Class A Units and Class A-1 Units Preferred Return, or on a pro rata basis in the event of a qualified initial public offering. As of December 31, 2020, there were no authorized and unissued Class A Units, Class A-1 Units, Class B Units, Class C Units or Common Units. Profits Interest Units PIUs represented a non-voting equity interest in Nerdy LLC that entitled the holder to appreciation in the equity value of Nerdy LLC arising after the date of grant and after such time as an applicable hurdle amount is met. Nerdy LLC recognized the cost of services received in exchange for PIUs based on the grant-date fair value. That cost was recognized over the period during which the service provider is required to provide service in exchange for the award over the requisite service period. Nerdy LLC used the Black-Scholes-Merton pricing model to estimate the fair value of profits interest unit awards. Unit Appreciation Rights Nerdy LLC granted UARs to U.S. employees of Nerdy LLC, as well as a defined group of qualifying independent contractors in Canada. UARs were considered liability classified awards and were subject to multi-year, time-based, graded, vesting schedules, typically over a four

SUBSEQUENT EVENT

SUBSEQUENT EVENT	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENT	SUBSEQUENT EVENTOn October 14, 2021, Nerdy LLC repaid $8,293 and $102 related to the Promissory Note’s principal balance and accrued interest, respectively. For additional information, see Note 15.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and on a basis consistent with the audited consolidated financial statements and related notes thereto of Nerdy LLC and its wholly-owned subsidiaries as of and for the year ended December 31, 2020. The condensed consolidated balance sheet of Nerdy LLC as of December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements and related notes thereto of Nerdy LLC and its wholly-owned subsidiaries, which are included in the Company’s Registration Statement on Form S-1 filed with the SEC on October 15, 2021, which became effective as of October 25, 2021.
Principles of Consolidation	All intercompany balances and transactions of Nerdy LLC prior to the Reverse Recapitalization have been eliminated. All intercompany balances and transactions of Nerdy Inc. after the Reverse Recapitalization have been eliminated. Principles of Consolidation For the period of September 21, 2021 through September 30, 2021, the consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Nerdy LLC. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. In determining the accounting of Nerdy Inc.’s interest in Nerdy LLC after the Reverse Recapitalization, management concluded Nerdy LLC was not a variable interest entity as defined by ASC Topic 810, “Consolidation,” and as such, Nerdy LLC was evaluated under the voting interest model. As Nerdy Inc. has the right to appoint a majority (three of the five) managers of Nerdy LLC, Nerdy Inc. controls Nerdy LLC, and therefore, the financial results of Nerdy LLC and its subsidiaries, subsequent to the completion of the Reverse Recapitalization on September 20, 2021, are consolidated with and into Nerdy’s Inc.’s financial statements. For the periods prior to Reverse Recapitalization, the consolidated financial statements of the Company comprise the accounts of Nerdy LLC and its wholly-owned subsidiaries. All intercompany accounts and transactions among Nerdy LLC and its consolidated subsidiaries were eliminated.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, the valuation of the Warrants, Earnouts and the Founder’s Award (as defined below), useful lives assigned to long-lived assets and definite-lived intangibles for depreciation and amortization, impairment of goodwill, long-lived assets and definite-lived intangible assets, the valuation of acquired intangible assets, internal-use software and website development costs. The Company bases its estimates on historical experience, knowledge of current business conditions and various other factors it believes to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from these estimates, and such differences could be material to its financial position and operating cash flows.
Segment Information	Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”) which is the Company’s chief executive officer in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the U.S.
Fair Value	Fair Value The Company holds certain items that are required to be disclosed at fair value (see Note 14). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3—Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
Foreign Currency Translation	Foreign Currency Translation The Company operates a single foreign business, First Tutors UK, in the United Kingdom. The functional currency of First Tutors UK is the local currency. Adjustments from the translation of foreign currency into U.S. dollars for balance sheet amounts are based on exchange rates as of the condensed consolidated balance sheet date. Revenues and expenses are translated at average exchange rates during the period. Foreign currency translation gains or losses are included in “Accumulated other comprehensive loss” as a component of “Stockholders’ Equity” on the Condensed Consolidated Balance Sheets.
Revenue Recognition and Deferred Revenue/Cost of Revenue	Revenue Recognition and Deferred Revenue The Company recognizes revenues from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of its contracts with learners and institutions, who are the Company’s customers, when learners and institutions are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company generates revenue by selling services to learners and institutions for one-on-one instruction and classes that are fulfilled by experts, who deliver instruction on the Company’s behalf through its proprietary Live Learning Platform. The Company’s revenues from contracts with learners, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as learners are not obligated to meet with the same expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on the date services are delivered to learners in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. Cash for the purchase of services by learners is generally collected in advance (at one time or in installments) and recorded to deferred revenue until the services are used by the learner. With respect to installment sales, the first installment payment is collected at the time of sale with the subsequent payment typically due thirty days later. Per the terms of the contract, purchased services can be redeemed up to one year from the date of the first payment. The Company recognizes revenue for unredeemed payments for services over the life of the agreement with the customer based on historical customer usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. The Company’s revenues from contracts with institutions, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the institution receives benefit from the completion of each session (as institutions are not obligated to meet with the same expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to institutions in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. For institutions that do not pay in advance, the Company typically invoices these institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for doubtful accounts. Per the terms of the contract, services purchased by institutions can be redeemed up to one year from the date of the first payment. To the extent cash for the purchase of services by institutions is collected in advance, the Company recognizes revenue for unredeemed payments for services over the life of the agreement with institutions based on usage. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. The Company provides a significant service of integrating instruction services, which are provided by experts on the Company’s behalf through its platform, using its curation and matching technologies and features in order to deliver a combined output to meet its performance obligation to learners. The Company is primarily responsible for the services provided and sets pricing. The Company determined that collectively, these factors reflect that it is the principal in transactions with learners and institutions. The Company does not have any incremental costs to obtain or fulfill a contract that would require capitalization. The Company elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less. Cost of Revenue Cost of revenue includes the cost of experts, who provide services to learners on the Company’s behalf, amortization of capitalized technology costs and other costs required to deliver services to learners and institutions. Costs of experts are recognized as services are provided to learners.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. The Company’s cash and cash equivalents, which consist of cash at financial institutions, are stated at cost and approximate fair value.
Restricted Cash	Restricted Cash The Company classifies certain restricted cash balances within “Other current assets” and “Other assets” on the Condensed Consolidated Balance Sheets. Restricted cash consists of cash collateralized letters of credit in support of its corporate office leases and cash deposits due to Legacy Nerdy LLC Holders in exchange for their Historical Nerdy LLC Equity. Restricted cash amounts for contractual obligations with an expected duration of less than one year and more than one year are reported as “Other current assets” and “Other assets,” respectively, on the Condensed Consolidated Balance Sheets. For additional information, see Note 9.
Accounts Receivable, Net	Accounts Receivable, Net The Company’s accounts receivables relate to sales of services which have not been collected and contractual amounts due to the Company.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts The Company assesses the creditworthiness of its customers based on multiple sources of information, and analyzes factors such as historical bad debt experience, industry and geographic concentrations of credit risk and economic trends. Accounts receivable are written off as a decrease to the allowance for doubtful accounts when all collection efforts have been exhausted and an account is deemed uncollectible.
Fixed Assets, Net	Fixed Assets, Net Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of furniture and equipment. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation of fixed assets other than capitalized internal use software costs is calculated on a straight-line basis over estimated useful lives of one
Internal Use Software	The Company capitalizes certain costs associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Condensed Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. For additional information on fixed assets and internal use software, see Note 10.
Goodwill	Goodwill Goodwill relates to the acquired assets of Veritas through the Company’s subsidiary Veritas Prep LLC (“Veritas Prep”) in 2018. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not
Definite-lived Intangible Assets	Definite-lived Intangible Assets Definite-lived intangible assets are definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The carrying value of definite-lived intangible assets is assessed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
Stock-based Compensation	Stock-based Compensation For periods prior to the Reverse Recapitalization, Nerdy LLC’s employees had participated in the Nerdy 2016 U.S. Unit Appreciation Rights Plan, the 2016 Canadian Unit Appreciation Rights Plan and the Varsity Tutors, LLC Incentive Unit Plan (collectively, the “Legacy Plans”). The Legacy Plans consisted of unit appreciation rights (“UARs”) and profit interest units (“PIUs”), which were exchanged for Nerdy Inc. equity awards and cash in connection with the Reverse Recapitalization. Nerdy LLC’s UARs were converted into stock appreciation rights of Nerdy Inc. (“SARs”) and Nerdy LLC’s PIUs were converted into either shares of Class B Common Stock, OpCo Units and cash or restricted stock units of Nerdy Inc. (“RSUs”). SARs and RSUs are governed by Nerdy Inc.’s 2021 Equity Incentive Plan (the “2021 Equity Plan”). Holders of UARs received cash, SARs or a combination of both. Holders of vested PIUs received a combination of shares of Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC) and cash. Unvested PIUs were converted into RSUs with the underlying equity being Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC). In connection with the Reverse Recapitalization, the UARs were modified and the Company recorded a step-up in the grant date fair value of the awards as of September 20, 2021 which was principally due to the difference between the UAR grant-date hurdle rates and the Company’s stock price as of the modification date. During the three and nine months ended September 30, 2021, the Company recognized stock-based compensation expense of $32,066 related to the modification of the UARs, of which $2,457 and $29,609 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Condensed Consolidated Statements of Operations. Additionally, the PIUs were also modified in connection with the Reverse Recapitalization; however, as the modification was classified as Type 1: Probable-to-probable, pursuant to ASC Topic 718, “Compensation - Stock Compensation (Topic 718”),” no modification expense was recognized during the three and nine months ended September 30, 2021. Subsequent to the Reverse Recapitalization, the Company’s employees began to participate in the 2021 Equity Plan, which permitted the issuance of various stock-based compensation awards, including SARs, RSUs and non-qualified stock options (“Stock Options”). Under the 2021 Equity Plan, Nerdy Inc. granted RSUs to the legacy Nerdy LLC founder in consideration of the participant’s past and/or future continued employment with the Company (the “Founder’s Award”). Each restricted stock unit represents the right to receive one share of Class A Common Stock. The RSUs will vest based on the achievement of stock price hurdles. The initial Stock Price Hurdle is $18.00, which will cause one-seventh of the RSUs to vest. Each hurdle is $4 greater than the previous and will cause an additional one-seventh of the RSUs to vest, with 100% vested at $42.00. If the stock price hurdles are not met by September 20, 2028 (“Performance Period End Date”), the unvested RSUs will be forfeited. The stock price hurdles will be deemed achieved upon the first date prior to the Performance Period End Date on which the average closing market price on the NYSE of one share of Nerdy Inc.’s Class A Common Stock over a consecutive 90 calendar-day period, equals or exceeds the applicable dollar amount set forth in the vesting table. As a result of the Reverse Recapitalization, the Company has issued and outstanding Warrants and Earnouts (see Note 1). Warrants and Earnouts issued to current employees as of September 20, 2021 (the “Employee Warrants” and the “Employee Earnouts,” respectively) were classified as stock-based compensation under ASC Topic 718 as these warrants and earnouts were granted conditionally based upon employment. Former employees were not granted Warrants and Earnouts. The Company recorded the fair value of the Employee Warrants and Employee Earnouts as stock-based compensation expense of $408 and $2,763, respectively, at the Closing Date as there was no required service period after that date. Of the total Employee Warrant expense, $79 and $329 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. Of the total Employee Earnout expense, $46 and $2,717 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line over the period during which the service provider is required to provide service in exchange for the award over the requisite service period. Any forfeitures of stock-based
Marketing Expense	Marketing Expense Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search and other paid channels. Costs associated with the delivery of the Company’s large group classes, including celebrity-led StarCourse costs, and expenditures across new marketing channels to drive brand awareness and reach, are also included in marketing expenses. Marketing costs are expensed as incurred by the Company within “Sales and marketing expenses” in the Condensed Consolidated Statements of Operations.
Income Taxes	Income Taxes For periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, its net taxable income or loss and any related tax credits were allocated to its members. Subsequent to the Reverse Recapitalization, Nerdy Inc. holds an economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Nerdy Inc. 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 items of the net taxable income or loss and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions in which it operates. The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Nerdy Inc. is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
Net Earnings (Loss) Per Share	Net Earnings (Loss) Per Share As noted above, the Company recasted Historical Nerdy LLC Equity as Nerdy Inc. common equity for all periods prior to the Reverse Recapitalization. However, as 100% of the net losses of Nerdy LLC prior to the Reverse Recapitalization were absorbed by the Legacy Nerdy Holders, basic and diluted earnings (loss) per share is zero for the three and nine months ended September 30, 2020 and basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2021 represents only the period from September 21, 2021 to September 30, 2021, the period where the Company had earnings (loss) attributable to Class A Common Stockholders. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented. As discussed in Note 1, the Company has issued and outstanding Earnouts, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC Topic 260, “Earnings Per Share,” Earnouts are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered
Debt Issuance Costs	Debt Issuance Costs The Company presents debt issuance costs on the condensed consolidated balance sheets as a direct deduction from the carrying value of debt. Debt issuance costs are amortized over the term of the related debt instrument using the effective-interest method. Amortization of debt issuance costs are recorded as “Interest expense” in the Condensed Consolidated Statements of Operations.
Financial Instruments	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. As a result of the Reverse Recapitalization (see Note 1), the Company has issued and outstanding Warrants and Earnouts. The Company evaluates the Warrants and Earnouts, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of whether the instrument should be classified stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrants and Earnouts issued to non-employees (the “Non-employee Warrants” and the “Non-employee Earnouts,” respectively) were not classified as stock-based compensation as there is no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants and Non-employee Earnouts are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Derivative warrant and earnout liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Public Warrants to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Nerdy Inc.’s Public Warrants at the end of each reporting period. Private Placement Warrants, FPA Warrants and OpCo Warrants issued to non-employees are measured at fair value on a recurring basis based upon the quoted price for similar liabilities (Public Warrants issued to non-employees) in active markets as of the end of each period. Non-employee Earnouts are measured at fair value on recurring basis, using the Monte Carlo Option Pricing Method at the end of each reporting period.
Recently Issued/Adopted	In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated. Under the new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is required to adopt Topic 842 on January 1, 2022. The Company is in the process of assessing the impact of this ASU. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The guidance is effective for the Company beginning January 1, 2023. The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities and provides for additional disclosure requirements. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional expedients and exceptions for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by this ASU do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. This ASU is elective and effective for all entities as of March 12, 2020, the date this ASU was issued. An entity may elect to apply the amendments for contract modifications provided by this ASU as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. Once elected, this ASU must be applied prospectively for all eligible contract modifications. The Company is in the process of assessing the impact of this ASU as it relates to its contracts that reference LIBOR. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it simplifies the diluted earnings per share calculation in certain areas. The Company is required to adopt this ASU on January 1, 2024. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU.

REVERSE RECAPITALIZATION (Table

REVERSE RECAPITALIZATION (Tables)	9 Months Ended
	Sep. 30, 2021
Reverse Recapitalization [Abstract]
Historical cost of assets and liabilities	The following table provides the historical cost of assets and liabilities of Nerdy Inc. as of September 20, 2021. Cash and cash equivalents $ 558,324 Other current assets 642 Other current liabilities (a) (41,760) Total net assets $ 517,206

NONCONTROLLING INTERESTS (Table

NONCONTROLLING INTERESTS (Tables)	9 Months Ended
	Sep. 30, 2021
Noncontrolling Interest [Abstract]
Summary of Changes in Noncontrolling Interest	The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding earnouts, for the period beginning September 20, 2021, the Closing Date of the Reverse Recapitalization, and ending September 30, 2021 (see Note 1). OpCo Units OpCo Units - Ownership Percentage Nerdy Inc. (a) Legacy Nerdy Holders Total Nerdy Inc. (a) Legacy Nerdy Holders Total Beginning of period — — — — % — % — % Issuance of OpCo Units 79,233 70,613 149,846 52.9 % 47.1 % 100 % End of period 79,233 70,613 149,846 52.9 % 47.1 % 100 % (a) Includes OpCo Units held by certain Legacy Nerdy Holders, who were issued 11,550 shares of Class A Common Stock of Nerdy Inc., excluding Earnouts, in connection with the Reverse Recapitalization, and therefore, indirectly, own 11,550 OpCo Units of Nerdy LLC. As of September 30, 2021, these Legacy Nerdy Holders own 11,550 shares, excluding Earnouts, of Class A Common Stock of Nerdy Inc., and therefore, indirectly own 11,550 OpCo Units, or 7.7%, of total OpCo Units of Nerdy LLC.

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Sep. 30, 2021
Revenue Recognition and Deferred Revenue [Abstract]
Revenue by Service Category	The following table presents the Company’s revenue by service category: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Online $ 31,298 $ 26,396 $ 98,649 $ 64,433 In-person — — — 6,528 Revenue $ 31,298 $ 26,396 $ 98,649 $ 70,961
Schedule of Accounts Receivable	The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances: September 30, December 31, Accounts receivable, net $ 2,187 $ 475 Deferred revenue $ 24,384 $ 17,270
Schedule of Deferred Revenue	The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances: September 30, December 31, Accounts receivable, net $ 2,187 $ 475 Deferred revenue $ 24,384 $ 17,270

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2021
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 and represents the period from September 21, 2021 to September 30, 2021, the period where the Company had Class A and Class B common stock outstanding. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Earnouts do not participate in losses but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted loss per share. As such, basic and diluted loss per share is computed using the two-class method. For additional information, see Notes 1 and 2. Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of SARs, RSUs, Stock Options, Warrants and Earnouts, if any, using the “treasury stock” method and for the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the Company’s share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to Nerdy LLC Combined Interests that convert into potential shares of Class A Common Stock, to the extent it is dilutive. In addition, “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive. Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (21,275) Weighted-average shares for basic and diluted loss per share 79,233 Basic and Diluted loss per share of Class A Common Stock $ (0.27)
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 earnings per share for the period presented as they were anti-dilutive. Stock options 3,799 Stock appreciation rights 7,628 Restricted stock units 3,115 Restricted stock units - Founder’s Award 9,258 Warrants 19,311 Earnouts 7,964 Combined Interests that can be converted into shares of Class A Common Stock (a) 70,613 (a) These securities are neither dilutive or anti-dilutive for the period presented as their assumed conversion under the “if-converted” method to “Weighted-average shares for diluted loss per share” would cause a proportionate increase to “Net loss attributable to Class A Common Stockholders for diluted loss per share.”

CASH, CASH EQUIVALENTS AND RE_2

CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables)	9 Months Ended
	Sep. 30, 2021
Cash and Cash Equivalents [Abstract]
Cash, cash equivalents and restricted cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the unaudited Condensed Consolidated Statements of Cash Flows: September 30, December 31, Cash and cash equivalents $ 169,977 $ 29,265 Restricted cash included in Other current assets 37,845 270 Restricted cash included in Other assets 832 1,147 Total Cash, Cash Equivalents and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 208,654 $ 30,682
Restricted cash and cash equivalents	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the unaudited Condensed Consolidated Statements of Cash Flows: September 30, December 31, Cash and cash equivalents $ 169,977 $ 29,265 Restricted cash included in Other current assets 37,845 270 Restricted cash included in Other assets 832 1,147 Total Cash, Cash Equivalents and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 208,654 $ 30,682

FIXED ASSETS, NET (Tables)

FIXED ASSETS, NET (Tables)	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Schedule of fixed assets	September 30, December 31, Fixed assets $ 26,735 $ 22,838 Accumulated depreciation (16,449) (12,541) $ 10,286 $ 10,297

INTANGIBLE ASSETS, NET (Tables)

INTANGIBLE ASSETS, NET (Tables)	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Definite-lived Intangible Assets, Net	September 30, 2021 Carrying Amount Accumulated Amortization Net Amount Trade names $ 10,372 $ (2,937) $ 7,435 Foreign currency translation adjustment 241 19 260 $ 10,613 $ (2,918) $ 7,695 December 31, 2020 Carrying Amount Accumulated Amortization Net Amount Trade names $ 10,372 $ (2,099) $ 8,273 Foreign currency translation adjustment 295 (34) $ 261 $ 10,667 $ (2,133) $ 8,534

OTHER CURRENT LIABILITIES (Tabl

OTHER CURRENT LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2021
Other Liabilities Disclosure [Abstract]
Other current liabilities	September 30, December 31, Promissory note and related interest 8,395 — Accrued Reverse Recapitalization costs 7,413 — Accrued payroll 3,173 742 Accrued CARES Act FICA deferral 589 589 Accrued professional services 986 1,037 Accrued sublease liability 208 688 Other 3,811 3,034 $ 24,575 $ 6,090

DERIVATIVE FINANCIAL INSTRUME_2

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Balance Sheet Location and Fair Value of Derivative Liability Instruments	The following table presents the balance sheet location and fair value of the Company’s derivative liability instruments on a gross basis, none of which are designated as hedging instruments under ASC Topic 815, as of September 30, 2021. Balance Sheet Location Fair Value Non-employee Warrants Other liabilities $ 39,966 Non-employee Earnouts Other liabilities 58,409 $ 98,375
Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations	The following table presents the effects of the Company’s derivative instruments on the Company’s Condensed Consolidated Statements of Operations for both the three and nine months ended September 30, 2021. Statement of Operations Location Non-employee Warrants Unrealized gain on derivatives $ 1,339 Non-employee Earnouts Unrealized gain on derivatives 10,003 $ 11,342

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value, assets and liabilities measured on recurring basis	The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820, “Fair Value Measurement.” September 30, 2021 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 39,966 $ 18,810 $ 21,156 $ — Non-employee Earnouts 58,409 — — 58,409 $ 98,375 $ 18,810 $ 21,156 $ 58,409
Schedule of level 3 activity measured on a recurring basis	The following table summarizes the Level 3 activity measured on a recurring basis. Balance, December 31, 2020 $ — Initial valuation of the Non-employee Earnouts 68,412 Mark-to-market gain on Non-employee Earnouts 10,003 Balance, September 30, 2021 $ 58,409
Schedule of remeasuring the fair value of outstanding non-employee earnout shares liabilities	The following table presents the assumptions used for the initial measurement of the Earnouts (both employee and non-employee) on September 20, 2021 and to remeasure the fair value of outstanding Non-employee Earnouts liabilities as of September 30, 2021. September 20, September 30, Expected term (in years) 5 5 Stock price $11.20 $9.99 Expected stock price volatility 35.0% 40.0% Risk-free interest rate 0.8% 1.0% Expected Dividends —% —% Fair Value (per earnout) $8.94 $7.63

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Schedule of long-term debt instruments	The Company’s long-term debt, all of which was held by Nerdy LLC, consisted of the following: September 30, December 31, Loan and security agreement $ — $ 39,000 Promissory note — 8,293 Paid-in-kind interest — 283 End of term charge — 399 Less: Debt issuance costs, net — (396) Total debt $ — $ 47,579 Less: current maturities of long-term debt — 6,535 Total long-term debt $ — $ 41,044

MEMBERS_ EQUITY OF NERDY LLC (T

MEMBERS’ EQUITY OF NERDY LLC (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Schedule of Changes to Class B and C Units	The following table summarizes the changes to Nerdy LLC’s Class B Units for the three and nine months ended September 30, 2021 and 2020. The exchange of Nerdy LLC Class B Units was initially recorded to “Additional paid-in capital” and subsequently to “Cash and Cash Equivalents,” to the extent Legacy Nerdy LLC Holders received cash, on the Condensed Consolidated Balance Sheet. As Of and For The Three Months Ended As Of and For The Nine Months Ended 2021 2020 2021 2020 Class B Units, value Beginning of period $ 259,638 $ 109,492 $ 259,638 $ 109,492 Impact of Reverse Recapitalization (259,638) — (259,638) — End of period $ — $ 109,492 $ — $ 109,492 Class B Units, units Beginning of period 25,920 25,920 25,920 25,920 Impact of Reverse Recapitalization (25,920) — (25,920) — End of period — 25,920 — 25,920 The following table summarizes the changes to Nerdy LLC’s Class C Units for the three and nine months ended September 30, 2021 and 2020. The exchange of Nerdy LLC Class C Units was initially recorded to “Additional paid-in capital” and subsequently to “Cash and Cash Equivalents,” to the extent Legacy Nerdy LLC Holders received cash, on the Condensed Consolidated Balance Sheet. As Of and For The Three Months Ended As Of and For The Nine Months Ended 2021 2020 2021 2020 Class C Units, value Beginning of period $ 119,158 $ 50,047 $ 119,158 $ 50,047 Impact of Reverse Recapitalization (119,158) — (119,158) — End of period $ — $ 50,047 $ — $ 50,047 Class C Units, units Beginning of period 11,895 11,895 11,895 11,895 Impact of Reverse Recapitalization (11,895) — (11,895) — End of period — 11,895 — 11,895

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS - Narrative (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 20, 2021USD ($)daymanager$ / sharesshares	Sep. 19, 2021shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)shares
Schedule of Organization And Business Operations Plan [Line Items]
Payments of transaction expenses | $			$ 29,349
Warrant, trading days | day			20
Warrant, consecutive trading days | day			30
Accrued Reverse Recapitalization costs | $	$ 7,413	$ 7,413			$ 7,413	$ 7,413	$ 0
Warrants held by Nerdy Inc.	22,000	22,000			22,000	22,000
Earnouts held by Nerdy Inc.	36,000	36,000			36,000	36,000
Stock-based compensation expense | $					$ 32,066	$ 32,066
Employee Earnout
Schedule of Organization And Business Operations Plan [Line Items]
Stock-based compensation expense | $					2,763	2,763
Employee Warrant
Schedule of Organization And Business Operations Plan [Line Items]
Stock-based compensation expense | $					408	408
Earnout Shares
Schedule of Organization And Business Operations Plan [Line Items]
Shares agreed to forfeit if threshold not achieved (in shares)			8,000,000
Earn-out consideration subject to forfeiture if achievement of stock price thresholds are not met within closing date			5 years
Common Stock, conversion basis for earnout			1
General and administrative expenses
Schedule of Organization And Business Operations Plan [Line Items]
Stock-based compensation expense | $					29,609	29,609
General and administrative expenses | Employee Earnout
Schedule of Organization And Business Operations Plan [Line Items]
Stock-based compensation expense | $					2,717	2,717
General and administrative expenses | Employee Warrant
Schedule of Organization And Business Operations Plan [Line Items]
Stock-based compensation expense | $					$ 329	$ 329
Legacy Nerdy Holders
Schedule of Organization And Business Operations Plan [Line Items]
Cash consideration in reverse recapitalization | $			$ 336,846
Private Placement Warrants
Schedule of Organization And Business Operations Plan [Line Items]
Exercise price of warrants or rights (in usd per share) | $ / shares			$ 11.50
OpCo Warrants
Schedule of Organization And Business Operations Plan [Line Items]
Exercise price of warrants or rights (in usd per share) | $ / shares			$ 11.50
Warrant To Purchase Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Outstanding, warrants (in shares)			17,281,000
Redemption, Option One
Schedule of Organization And Business Operations Plan [Line Items]
Exercise price of warrants or rights (in usd per share) | $ / shares			$ 0.01
Sale price of share to redeem outstanding warrants (in dollars per share) | $ / shares	$ 18	$ 18			$ 18	$ 18
Redemption, Option Two
Schedule of Organization And Business Operations Plan [Line Items]
Exercise price of warrants or rights (in usd per share) | $ / shares			$ 0.10
Sale price of share to redeem outstanding warrants (in dollars per share) | $ / shares	$ 10	$ 10			$ 10	$ 10
Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common units, outstanding (in units)	149,846,000	149,846,000	79,233,000	0	149,846,000	149,846,000
Economic interest, LLC ownership percentage		100.00%	52.90%	0.00%
Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Number of board managers | manager			5
Proceeds received from reverse recapitalization | $			$ 558,324
Cash received held in trust account from initial public offering | $			287,673
Payments of transaction expenses | $			$ 22,974
Outstanding, warrants (in shares)			2,052,000
Common units, outstanding (in units)			157,846,000				54,761,000
Number of board managers designated by Nerdy Inc. | manager			3
Number of board managers designated by holders of OpCo unit holders | manager			2
Transaction expense related to Reverse Recapitalization | $					$ 24,973	$ 29,637
Nerdy LLC | Additional Paid-in Capital
Schedule of Organization And Business Operations Plan [Line Items]
Transaction expense related to Reverse Recapitalization | $					17,756	20,034
Nerdy LLC | General and administrative expenses
Schedule of Organization And Business Operations Plan [Line Items]
Transaction expense related to Reverse Recapitalization | $					$ 7,217	$ 9,603
Nerdy LLC | Legacy Nerdy Holders
Schedule of Organization And Business Operations Plan [Line Items]
Cash considerations | $			$ 299,317
Nerdy LLC | Loan and security agreement | Legacy Nerdy Holders
Schedule of Organization And Business Operations Plan [Line Items]
Repayment of outstanding principal and interest under the LSA | $			52,343
Legacy Nerdy Holders
Schedule of Organization And Business Operations Plan [Line Items]
Accrued consideration reported in other current liabilities | $			$ 37,529
Legacy Nerdy Holders | Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common units, outstanding (in units)	70,613,000	70,613,000		0	70,613,000	70,613,000
Investment owned (in shares)	70,613,000	70,613,000	11,550,000		70,613,000	70,613,000
Economic interest, LLC ownership percentage	47.10%	47.10%		0.00%
Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, par value (in usd per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	83,875,000	83,875,000	83,875,000		83,875,000	83,875,000
Redemption settlement term						5 days
Class A Common Stock | Triggering Event 1
Schedule of Organization And Business Operations Plan [Line Items]
Earnout not subject to forfeiture after triggering event			33.00%
Class A Common Stock | Triggering Event 1 | Earnout Shares
Schedule of Organization And Business Operations Plan [Line Items]
Closing price during earnout period (in dollars per share) | $ / shares			$ 12
Earnout, trading days | day			20
Earnout, consecutive trading days | day			30
Class A Common Stock | Triggering Event 2
Schedule of Organization And Business Operations Plan [Line Items]
Earnout not subject to forfeiture after triggering event			33.00%
Class A Common Stock | Triggering Event 2 | Earnout Shares
Schedule of Organization And Business Operations Plan [Line Items]
Closing price during earnout period (in dollars per share) | $ / shares			$ 14
Earnout, trading days | day			20
Earnout, consecutive trading days | day			30
Class A Common Stock | Triggering Event 3
Schedule of Organization And Business Operations Plan [Line Items]
Earnout not subject to forfeiture after triggering event			33.00%
Class A Common Stock | Triggering Event 3 | Earnout Shares
Schedule of Organization And Business Operations Plan [Line Items]
Closing price during earnout period (in dollars per share) | $ / shares			$ 16
Earnout, trading days | day			20
Earnout, consecutive trading days | day			30
Class A Common Stock | Private Placement And Public Warrants
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)			1
Exercise price of warrants or rights (in usd per share) | $ / shares			$ 11.50
Class A Common Stock | FPA Warrants
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)			1
Exercise price of warrants or rights (in usd per share) | $ / shares			$ 11.50
Class A Common Stock | Warrant To Purchase Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)			1
Exercise price of warrants or rights (in usd per share) | $ / shares			$ 11.50
Class A Common Stock | Legacy Nerdy Holders
Schedule of Organization And Business Operations Plan [Line Items]
Conversion basis (in shares)	1	1			1	1
Class A Common Stock | Legacy Nerdy Holders | Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Conversion basis (in shares)			1
Investment owned (in shares)			11,550,000
Class A Common Stock | Legacy Nerdy Holders | Nerdy Inc.
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, shares outstanding (in shares)			79,233,000
Combined voting power, percentage			52.90%
Economic interest, Company ownership percentage			100.00%
Common Class F
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, par value (in usd per share) | $ / shares	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001
Class B Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, par value (in usd per share) | $ / shares	$ 0.0001	$ 0.0001			$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	73,971,000	73,971,000	73,971,000		73,971,000	73,971,000
Class B Common Stock | OpCo Warrants
Schedule of Organization And Business Operations Plan [Line Items]
Right to purchase common stock in private placement (in shares)			1
Class B Common Stock | Legacy Nerdy Holders | Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, shares outstanding (in shares)	70,613,000	70,613,000			70,613,000	70,613,000
Private Placement | Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Sale of stock (in shares)			15,000,000
Proceeds from private placement | $			$ 150,000
FPA Warrants | Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Sale of stock (in shares)			16,117,000
FPA Warrants | Class A Common Stock | Warrant To Purchase Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Warrants issued in transaction (in shares)			3,000,000
FPA Financing | Class A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Proceeds from private placement | $			$ 150,000

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2021	Sep. 30, 2021	Sep. 20, 2021director$ / sharesshares	Sep. 19, 2021	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)segment	Sep. 30, 2020USD ($)
Franchisor Disclosure [Line Items]
Exchange ratio in reverse recapitalization			0.64
Net Loss					$ (21,275)	$ 0	$ (21,275)	$ 0
Net loss after the reverse recapitalization					(18,960)	0	(18,960)	0
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization					(17,484)	$ (7,525)	$ (23,546)	$ (19,624)
Right to appoint, number of directors | director			3
Total number of directors | director			5
Number of operating segments | segment							1
Stock-based compensation expense					32,066		$ 32,066
Software developed or obtained for internal use
Franchisor Disclosure [Line Items]
Useful life of long-lived assets							4 years
Minimum
Franchisor Disclosure [Line Items]
Useful life of long-lived assets							1 year
Maximum
Franchisor Disclosure [Line Items]
Useful life of long-lived assets							7 years
Restricted stock units
Franchisor Disclosure [Line Items]
Initial stock price hurdle (in dollars per share) | $ / shares			$ 18
Initial stock price hurdle, vesting ratio			0.14
Additional hurdle price (in dollars per share) | $ / shares			$ 4
Award vesting rights, percentage			100.00%
Award vesting rights, maximum (in dollars per share) | $ / shares			$ 42
Employee Warrant
Franchisor Disclosure [Line Items]
Stock-based compensation expense					408		$ 408
Employee Earnout
Franchisor Disclosure [Line Items]
Stock-based compensation expense					2,763		2,763
Class A Common Stock | Restricted stock units
Franchisor Disclosure [Line Items]
Conversion, right to receive (in shares) | shares			1
Sales and marketing expenses
Franchisor Disclosure [Line Items]
Stock-based compensation expense					2,457		2,457
Sales and marketing expenses | Employee Warrant
Franchisor Disclosure [Line Items]
Stock-based compensation expense					79		79
Sales and marketing expenses | Employee Earnout
Franchisor Disclosure [Line Items]
Stock-based compensation expense					46		46
General and administrative expenses
Franchisor Disclosure [Line Items]
Stock-based compensation expense					29,609		29,609
General and administrative expenses | Employee Warrant
Franchisor Disclosure [Line Items]
Stock-based compensation expense					329		329
General and administrative expenses | Employee Earnout
Franchisor Disclosure [Line Items]
Stock-based compensation expense					$ 2,717		$ 2,717
Legacy Nerdy Holders
Franchisor Disclosure [Line Items]
Right to appoint, number of directors | director			5
Total number of directors | director			7
Nerdy LLC
Franchisor Disclosure [Line Items]
Economic interest, LLC ownership percentage		100.00%	52.90%	0.00%
Nerdy LLC | Nerdy Inc.
Franchisor Disclosure [Line Items]
Economic interest, LLC ownership percentage		52.90%		0.00%
Nerdy LLC | Legacy Nerdy Holders
Franchisor Disclosure [Line Items]
Economic interest, LLC ownership percentage	47.10%	47.10%		0.00%

REVERSE RECAPITALIZATION (Detai

REVERSE RECAPITALIZATION (Details) $ in Thousands	Sep. 30, 2021USD ($)	Sep. 20, 2021USD ($)managerdirector	Dec. 31, 2020USD ($)
Reverse Recapitalization [Line Items]
Right to appoint, number of directors | director		3
Total number of directors | director		5
Cash and cash equivalents	$ 169,977		$ 29,265
Other current assets	41,192		1,821
Other current liabilities	$ (24,575)		$ (6,090)
Nerdy LLC
Reverse Recapitalization [Line Items]
Number of board managers designated by Nerdy Inc. | manager		3
Number of board managers designated by holders of OpCo unit holders | manager		2
Legacy Nerdy Holders
Reverse Recapitalization [Line Items]
Right to appoint, number of directors | director		5
Total number of directors | director		7
Nerdy Inc.
Reverse Recapitalization [Line Items]
Cash and cash equivalents		$ 558,324
Other current assets		642
Other current liabilities		(41,760)
Total net assets		$ 517,206

NONCONTROLLING INTERESTS (Detai

NONCONTROLLING INTERESTS (Details) shares in Thousands	Sep. 30, 2021shares	Sep. 30, 2021shares	Sep. 30, 2021shares	Sep. 20, 2021shares	Sep. 19, 2021shares	Sep. 30, 2021shares
Class B Common Stock
Noncontrolling Interest [Line Items]
Common shares held	73,971	73,971	73,971	73,971		73,971
Class A Common Stock
Noncontrolling Interest [Line Items]
Common shares held	83,875	83,875	83,875	83,875		83,875
Redemption settlement term						5 days
Legacy Nerdy Holders | Class A Common Stock
Noncontrolling Interest [Line Items]
Conversion basis (in shares)	1	1	1			1
OpCo Units
Noncontrolling Interest [Line Items]
Common units	149,846	149,846	149,846	79,233	0	149,846
Economic interest, LLC ownership percentage			100.00%	52.90%	0.00%
Consolidated net loss percentage	47.10%	47.10%	47.10%			47.10%
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in units)	79,233	0		0
Issuance of OpCo Units (in units)		149,846
Ending balance, common (in units)	149,846	149,846	149,846	79,233	0	149,846
Noncontrolling Interest, Ownership Percentage [Roll Forward]
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest			100.00%	52.90%	0.00%
Issuance of OpCo Units		100.00%
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest			100.00%	52.90%	0.00%
OpCo Units | Legacy Nerdy Holders
Noncontrolling Interest [Line Items]
Common units	70,613	70,613	70,613		0	70,613
Economic interest, LLC ownership percentage	47.10%		47.10%		0.00%
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in units)		0		0
Issuance of OpCo Units (in units)		70,613
Ending balance, common (in units)	70,613	70,613	70,613		0	70,613
Noncontrolling Interest, Ownership Percentage [Roll Forward]
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest	47.10%		47.10%		0.00%
Issuance of OpCo Units		47.10%
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest	47.10%		47.10%		0.00%
Investment owned (in shares)	70,613	70,613	70,613	11,550		70,613
Indirect ownership in connection with Reverse Recapitalization (in shares)	11,550
Percentage of investment owned				7.70%
OpCo Units | Legacy Nerdy Holders | Class B Common Stock
Noncontrolling Interest [Line Items]
Common shares held	70,613	70,613	70,613			70,613
OpCo Units | Legacy Nerdy Holders | Class A Common Stock
Noncontrolling Interest [Line Items]
Conversion basis (in shares)				1
Noncontrolling Interest, Ownership Percentage [Roll Forward]
Investment owned (in shares)				11,550
OpCo Units | Nerdy Inc.
Noncontrolling Interest [Line Items]
Common units	79,233	79,233	79,233		0	79,233
Economic interest, LLC ownership percentage			52.90%		0.00%
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in units)		0		0
Issuance of OpCo Units (in units)		79,233
Ending balance, common (in units)	79,233	79,233	79,233		0	79,233
Noncontrolling Interest, Ownership Percentage [Roll Forward]
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest			52.90%		0.00%
Issuance of OpCo Units		52.90%
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest			52.90%		0.00%

REVENUE - Revenue by Service (D

REVENUE - Revenue by Service (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 31,298	$ 26,396	$ 98,649	$ 70,961
Online
Disaggregation of Revenue [Line Items]
Revenue	31,298	26,396	98,649	64,433
In-person
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 0	$ 0	$ 6,528

REVENUE - Accounts receivable,

REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Revenue Recognition and Deferred Revenue [Abstract]
Accounts receivable, net	$ 2,187	$ 475
Deferred revenue	$ 24,384	$ 17,270

REVENUE - Narrative (Details)

REVENUE - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Revenue Recognition and Deferred Revenue [Abstract]
Accounts receivable, net, reserves	$ 343	$ 234

INCOME TAXES (Details)

INCOME TAXES (Details)	Sep. 30, 2021	Sep. 20, 2021	Sep. 19, 2021	Sep. 30, 2021	Sep. 30, 2021
Income Tax Examination [Line Items]
Effective tax rate				(0.10%)	(0.10%)
Nerdy LLC
Income Tax Examination [Line Items]
Economic interest, LLC ownership percentage	100.00%	52.90%	0.00%
Nerdy LLC | Nerdy Inc.
Income Tax Examination [Line Items]
Economic interest, LLC ownership percentage	52.90%		0.00%

LOSS PER SHARE - Schedule of Lo

LOSS PER SHARE - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share [Abstract]
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share, basic	$ (21,275)
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share, diluted	$ (21,275)
Weighted-average shares for basic earnings per share (in shares)	79,233,000	79,233,000	0	79,233,000	0
Weighted-average shares for diluted earnings per share (in shares)	79,233,000	79,233,000	0	79,233,000	0
Basic loss per share of Class A Common Stock (in dollars per share)	$ (0.27)	$ (0.27)	$ 0	$ (0.27)	$ 0
Diluted loss per share of Class A Common Stock (in dollars per share)	$ (0.27)	$ (0.27)	$ 0	$ (0.27)	$ 0

LOSS PER SHARE - Exclude From W

LOSS PER SHARE - Exclude From Weighted-average Shares For Diluted Earnings Per Share (Details) shares in Thousands	Sep. 30, 2021shares
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	3,799
Stock appreciation rights
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	7,628
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	3,115
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
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	19,311
Earnouts
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	7,964
Combined Interests that can be converted into shares of Class A Common Stock (a)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	70,613

CASH, CASH EQUIVALENTS AND RE_3

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 169,977	$ 29,265
Restricted cash included in Other current assets	37,845	270
Restricted cash included in Other assets	832	1,147
Total Cash, Cash Equivalents and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows	$ 208,654	$ 30,682	$ 33,736	$ 27,896

CASH, CASH EQUIVALENTS AND RE_4

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in Other current assets	$ 37,845	$ 270
Other current assets | Nerdy LLC
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in Other current assets	$ 37,529

FIXED ASSETS, NET - Schedule of

FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Fixed assets	$ 26,735	$ 22,838
Accumulated depreciation	(16,449)	(12,541)
Fixed assets, net	$ 10,286	$ 10,297

FIXED ASSETS, NET - Narrative (

FIXED ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Amortization expense	$ 1,113	$ 1,040	$ 3,358	$ 2,995
Depreciation	$ 215	$ 219	599	734
Fixed asset additions			3,943
Purchase of fixed assets included in accounts payable			$ 174	$ 31

INTANGIBLE ASSETS, NET (Details

INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Finite-lived Intangible Assets [Line Items]
Carrying Amount	$ 10,613	$ 10,667
Carrying Amount	241	295
Accumulated Amortization	(2,918)	(2,133)
Foreign currency translation adjustment	19	(34)
Net Amount	7,695	8,534
Finite-Lived Intangible Assets, Foreign Currency Translation Adjustment Gain (Loss), Net Amount	260	261
Trade names
Finite-lived Intangible Assets [Line Items]
Carrying Amount	10,372	10,372
Accumulated Amortization	(2,937)	(2,099)
Net Amount	$ 7,435	$ 8,273

OTHER CURRENT LIABILITIES (Deta

OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Promissory note and related interest	$ 8,395	$ 0
Accrued Reverse Recapitalization costs	7,413	0
Accrued payroll	3,173	742
Accrued CARES Act FICA deferral	589	589
Accrued professional services	986	1,037
Accrued sublease liability	208	688
Other	3,811	3,034
Other current liabilities	$ 24,575	$ 6,090

DERIVATIVE FINANCIAL INSTRUME_3

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - contract	Sep. 30, 2021	Sep. 30, 2020
Derivatives, Fair Value [Line Items]
Number of derivative instruments		0
Non-employee Warrants
Derivatives, Fair Value [Line Items]
Number of derivative instruments	7,655,000
Non-employee Earnouts
Derivatives, Fair Value [Line Items]
Number of derivative instruments	19,122,000

DERIVATIVE FINANCIAL INSTRUME_4

DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Balance Sheet Location and Fair Value of Derivative Liability Instruments (Details) - Not Designated as Hedging Instrument $ in Thousands	Sep. 30, 2021USD ($)
Derivatives, Fair Value [Line Items]
Due to legacy Nerdy holders	$ 98,375
Non-employee Warrants | Other liabilities
Derivatives, Fair Value [Line Items]
Due to legacy Nerdy holders	39,966
Non-employee Earnouts | Other liabilities
Derivatives, Fair Value [Line Items]
Due to legacy Nerdy holders	$ 58,409

DERIVATIVE FINANCIAL INSTRUME_5

DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Derivatives [Line Items]
Unrealized gain on derivatives	$ 11,342	$ 0	$ 11,342	$ 0
Non-employee Warrants
Derivatives [Line Items]
Unrealized gain on derivatives	1,339		1,339
Non-employee Earnouts | Unrealized gain on derivatives
Derivatives [Line Items]
Unrealized gain on derivatives	$ 10,003		$ 10,003

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring $ in Thousands	Sep. 30, 2021USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	$ 98,375
Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	39,966
Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	58,409
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	18,810
Level 1 | Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	18,810
Level 1 | Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	21,156
Level 2 | Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	21,156
Level 2 | Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	58,409
Level 3 | Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	0
Level 3 | Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	$ 58,409

FAIR VALUE MEASUREMENTS - Activ

FAIR VALUE MEASUREMENTS - Activity Measured on a Recurring Basis (Details) - Non-employee Earnouts $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2020	$ 0
Initial valuation of the Non-employee Earnouts	68,412
Mark-to-market gain on Non-employee Earnouts	10,003
Balance, September 30, 2021	$ 58,409

FAIR VALUE MEASUREMENTS - Assum

FAIR VALUE MEASUREMENTS - Assumptions Used in Measurement of Earnouts (Details)	Sep. 30, 2021$ / shares	Sep. 20, 2021$ / shares
Employee And Non-Employee Earnouts | Expected term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		5,000
Employee And Non-Employee Earnouts | Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		11.20
Employee And Non-Employee Earnouts | Expected stock price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		0.350
Employee And Non-Employee Earnouts | Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		0.008
Employee And Non-Employee Earnouts | Expected Dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		0
Employee And Non-Employee Earnouts | Fair Value (per earnout)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input		8.94
Non-employee Earnouts | Expected term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	5,000
Non-employee Earnouts | Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	9.99
Non-employee Earnouts | Expected stock price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.400
Non-employee Earnouts | Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.010
Non-employee Earnouts | Expected Dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0
Non-employee Earnouts | Fair Value (per earnout)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	7.63

LONG-TERM DEBT - Schedule of Lo

LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 20, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Paid-in-kind interest	$ 0		$ 283
End of term charge	0		399
Less: Debt issuance costs, net	0		(396)
Total debt	0		47,579
Less: current maturities of long-term debt	0		6,535
Total long-term debt	0		41,044
Loan and security agreement
Debt Instrument [Line Items]
Debt, gross	0		39,000
Promissory note
Debt Instrument [Line Items]
Debt, gross	$ 0		$ 8,293
Nerdy LLC | Promissory note
Debt Instrument [Line Items]
Debt, gross		$ 8,293

LONG-TERM DEBT - Narrative (Det

LONG-TERM DEBT - Narrative (Details) - USD ($)	Sep. 20, 2021	Jul. 28, 2021	Jun. 30, 2021	Mar. 19, 2020	Aug. 09, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Apr. 16, 2020
Debt Instrument [Line Items]
Debt issuance costs, net						$ 0		$ 0		$ 396,000
Total debt						0		0		47,579,000
Paid-in-kind interest						0		0		283,000
Gain (loss) on extinguishment of debt						(1,278,000)	$ 0	7,117,000	$ 0
Promissory note
Debt Instrument [Line Items]
Debt, gross						0		0		$ 8,293,000
Nerdy LLC | Promissory note
Debt Instrument [Line Items]
Debt, gross	$ 8,293,000
Nerdy LLC | Loan and security agreement | Secured Debt
Debt Instrument [Line Items]
Principal amount					$ 50,000,000
Proceeds from loan and security agreement		$ 11,000,000		$ 4,000,000	$ 35,000,000
Interest rate, stated percentage					10.75%
Paid-in-kind interest rate, stated percentage					0.55%
End of term charge, stated percentage					3.00%
Interest rate at year end										10.75%
Debt issuance costs, net					$ 613,000
Total debt		$ 50,000,000		$ 39,000,000	$ 35,000,000
Repayments of long term debt	50,000,000
Paid-in-kind interest	2,343,000
Gain (loss) on extinguishment of debt	(1,278,000)
Nerdy LLC | Loan and security agreement | Secured Debt | Prime Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate					5.50%
Nerdy LLC | CARES Note | Promissory note
Debt Instrument [Line Items]
Principal amount											$ 8,293,000
Interest rate, stated percentage											1.00%
Gain (loss) on extinguishment of debt			$ 8,395,000
Promissory note and accrued interest forgiven in full			$ 102,000
Accrued interest	$ 102,000
Nerdy LLC | CARES Note | Promissory note | Other expense, net
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt						$ (8,395,000)		$ (8,395,000)

RELATED PARTIES - Narrative (De

RELATED PARTIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 20, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Due to Legacy Nerdy Holders		$ 37,881	$ 0
TRA Holders | Tax Receivable Agreement
Related Party Transaction [Line Items]
Net cash savings percentage	85.00%
Remaining net cash savings percentage	15.00%
Cash paid to TRA Holders at Closing of Reverse Recapitalization	$ 331,808
Potential tax receivable agreement liability	$ 99,591
Assumption, price per share at closing of reverse recapitalization (in dollars per share)	$ 10
Assumption, federal income tax rate at closing of reverse recapitalization	21.00%
Assumption, state income tax rate	4.40%
Deferred tax asset recognized if all units are exchanged	$ 370,440
Tax receivable agreement liability recognized in exchange	$ 314,874
Assumption, price per share in exchange (in dollars per share)	$ 10
Assumption, federal income tax rate at time of exchange	25.40%

MEMBERS_ EQUITY OF NERDY LLC -

MEMBERS’ EQUITY OF NERDY LLC - Narrative (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021shares	Dec. 31, 2020USD ($)anniversaryshares	Sep. 20, 2021shares	Jun. 30, 2021shares	Sep. 30, 2020shares	Jun. 30, 2020shares	Dec. 31, 2019shares
Class of Stock [Line Items]
Exchange ratio in reverse recapitalization			0.64
Nerdy LLC
Class of Stock [Line Items]
Common unit, authorized (in units)		54,761,000
Common unit, issued (in units)		54,761,000
Common units, outstanding (in units)		54,761,000	157,846,000
Nerdy LLC | UARs | Minimum
Class of Stock [Line Items]
Vesting period	4 years
Nerdy LLC | UARs | Maximum
Class of Stock [Line Items]
Vesting period	5 years
Member Units
Class of Stock [Line Items]
Common unit, authorized (in units)		54,761,000
Common unit, issued (in units)		54,761,000
Common units, outstanding (in units)		54,761,000		54,761,000	54,761,000	54,761,000	54,761,000
Class B Redeemable Preferred Units
Class of Stock [Line Items]
Redeemable Preferred Units, authorized (in units)		25,920,000
Redeemable Preferred Units, issued (in units)		25,920,000
Redeemable Preferred Units, outstanding (in units)	0	25,920,000		25,920,000	25,920,000	25,920,000	25,920,000
Redemption rate		0.33
Redemption period		60 days
Redemption, number of anniversaries | anniversary		2
Class B Redeemable Preferred Units | Nerdy LLC
Class of Stock [Line Items]
Accretion recognized | $		$ 150,146
Class C Redeemable Preferred Units
Class of Stock [Line Items]
Redeemable Preferred Units, authorized (in units)		11,895,000
Redeemable Preferred Units, issued (in units)		11,895,000
Redeemable Preferred Units, outstanding (in units)	0	11,895,000		11,895,000	11,895,000	11,895,000	11,895,000
Redemption rate		0.33
Redemption period		60 days
Redemption, number of anniversaries | anniversary		2
Class C Redeemable Preferred Units | Nerdy LLC
Class of Stock [Line Items]
Accretion recognized | $		$ 69,110
Class A Preferred Units
Class of Stock [Line Items]
Right to receive, rate		3
Class A Preferred Units | Nerdy LLC
Class of Stock [Line Items]
Preferred unit, authorized (in units)		5,060,000
Preferred units, issued (in units)		5,060,000
Preferred units, outstanding (in units)		5,060,000
Cumulative dividends | $		$ 1,909
Class A Preferred Units | Member Units
Class of Stock [Line Items]
Preferred unit, authorized (in units)		5,060,000
Preferred units, issued (in units)		5,060,000
Preferred units, outstanding (in units)		5,060,000		5,060,000	5,060,000	5,060,000	5,060,000
Class A-1 Preferred Units | Nerdy LLC
Class of Stock [Line Items]
Preferred unit, authorized (in units)		5,007,000
Preferred units, issued (in units)		5,007,000
Preferred units, outstanding (in units)		5,007,000
Cumulative dividends | $		$ 1,715
Class A-1 Preferred Units | Member Units
Class of Stock [Line Items]
Preferred unit, authorized (in units)		5,007,000
Preferred units, issued (in units)		5,007,000
Preferred units, outstanding (in units)		5,007,000		5,007,000	5,007,000	5,007,000	5,007,000

MEMBERS_ EQUITY OF NERDY LLC _2

MEMBERS’ EQUITY OF NERDY LLC - Schedule of Unit Activity (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning of period			$ 378,796
Class B Redeemable Preferred Units
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning of period	$ 259,638	$ 109,492	259,638	$ 109,492
Impact of Reverse Recapitalization	(259,638)	0	(259,638)	0
End of period	$ 0	$ 109,492	$ 0	$ 109,492
Beginning of period (in units)	25,920	25,920	25,920	25,920
Impact of Reverse Recapitalization (in shares)	(25,920)	0	(25,920)	0
End of period (in units)	0	25,920	0	25,920
Class C Redeemable Preferred Units
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning of period	$ 119,158	$ 50,047	$ 119,158	$ 50,047
Impact of Reverse Recapitalization	(119,158)	0	(119,158)	0
End of period	$ 0	$ 50,047	$ 0	$ 50,047
Beginning of period (in units)	11,895	11,895	11,895	11,895
Impact of Reverse Recapitalization (in shares)	(11,895)	0	(11,895)	0
End of period (in units)	0	11,895	0	11,895

SUBSEQUENT EVENT (Details)

SUBSEQUENT EVENT (Details) - Subsequent Event - Nerdy LLC $ in Thousands	Oct. 14, 2021USD ($)
Subsequent Event [Line Items]
Repayment of Promissory Note principal balance	$ 8,293
Repayment of accrued interest	$ 102