Nerdy (NRDY) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 09, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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 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	2022
Document Fiscal Period Focus	Q1
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		90,530,079
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		68,497,115

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 46,925	$ 34,565
Cost of revenue	14,152	11,192
Gross Profit	32,773	23,373
Sales and marketing expenses	22,946	14,582
General and administrative expenses	30,509	13,245
Operating Loss	(20,682)	(4,454)
Unrealized loss on derivatives	11,042	0
Interest (income) expense, net	(7)	1,237
Other expense, net	17	35
Loss before Income Taxes	(31,734)	(5,726)
Income tax expense	13	0
Net Loss	(31,747)	(5,726)
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization	0	(5,726)
Net loss attributable to noncontrolling interests	(14,902)	0
Net Loss Attributable to Class A Common Stockholders	$ (16,845)	$ 0
Loss per share of Class A Common Stock:
Loss per share of Class A Common Stock, Basic ( in dollars per share)	$ (0.21)	$ 0
Loss per share of Class A Common Stock, Diluted ( in dollars per share)	$ (0.21)	$ 0
Weighted-Average Shares of Class A Common Stock Outstanding:
Weighted-Average shares of Class A Common Stock Outstanding, Basic (in shares)	79,619	0
Weighted-Average shares of Class A Common Stock Outstanding, Diluted (in shares)	79,619	0

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net Loss	$ (31,747)	$ (5,726)
Unrealized foreign currency translation adjustments	(73)	34
Total Comprehensive Loss	(31,820)	(5,692)
Comprehensive loss attributable to legacy Nerdy holders prior to the reverse recapitalization	0	(5,692)
Comprehensive loss attributable to noncontrolling interests	(14,936)	0
Total Comprehensive Loss Attributable to Class A Common Stockholders	$ (16,884)	$ 0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 141,715,000	$ 143,964,000
Accounts receivable, net	4,480,000	5,321,000
Other current assets	4,775,000	6,165,000
Total Current Assets	150,970,000	155,450,000
Fixed assets, net	11,210,000	10,718,000
Goodwill	5,717,000	5,717,000
Intangible assets, net	4,203,000	4,428,000
Other assets	4,641,000	832,000
Total Assets	176,741,000	177,145,000
Current Liabilities
Accounts payable	6,092,000	3,590,000
Deferred revenue	30,809,000	30,005,000
Due to legacy Nerdy holders	0	841,000
Other current liabilities	9,928,000	7,473,000
Total Current Liabilities	46,829,000	41,909,000
Other liabilities	52,875,000	39,431,000
Total Liabilities	99,704,000	81,340,000
Stockholders’ Equity
Additional paid-in capital	497,270,000	490,220,000
Accumulated deficit	(456,553,000)	(439,708,000)
Accumulated other comprehensive income	97,000	136,000
Total Stockholders’ Equity Excluding Noncontrolling Interests	40,829,000	50,663,000
Noncontrolling interests	36,208,000	45,142,000
Total Stockholders’ Equity	77,037,000	95,805,000
Total Liabilities and Stockholders’ Equity	176,741,000	177,145,000
Class A Common Stock
Stockholders’ Equity
Common stock	8,000	8,000
Class B Common Stock
Stockholders’ Equity
Common stock	$ 7,000	$ 7,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows From Operating Activities
Net Loss	$ (31,747)	$ (5,726)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization	1,422	1,317
Amortization of intangibles	157	268
Unrealized loss on derivatives	11,042	0
Stock-based compensation	12,490	502
Amortization of deferred debt charges	0	167
Changes in operating assets and liabilities:
Accounts receivable	841	(785)
Other current assets	575	(222)
Other assets	344	(19)
Accounts payable	2,503	(482)
Other current liabilities	1,764	2,646
Other liabilities	(1,126)	(1,451)
Deferred revenue	804	1,370
Net Cash Used In Operating Activities	(931)	(2,415)
Cash Flows From Investing Activities
Capital expenditures	(1,264)	(848)
Net Cash Used In Investing Activities	(1,264)	(848)
Cash Flows From Financing Activities
Payments to legacy investors	(767)	0
Payments of reverse recapitalization costs	0	(444)
Other	(49)	0
Net Cash Used In Financing Activities	(816)	(444)
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted cash	(5)	7
Net Decrease in Cash, Cash Equivalents, and Restricted Cash	(3,016)	(3,700)
Cash, Cash equivalents, and Restricted Cash, Beginning of Year	145,879	30,682
Cash, Cash Equivalents, and Restricted Cash, End of Period	142,863	26,982
Supplemental Cash Flow Information
Purchase of fixed assets included in accounts payable	88	122
Software developed or obtained for internal use
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Stock-based compensation included in capitalized internal use software	$ 606	$ 0

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	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Noncontrolling Interests	Class A Common StockCommon Stock	Class B Common StockCommon Stock
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(5,726)
Net loss	(5,726)					(5,726)
Stock-based compensation	502				502
Foreign currency translation	34						34
Ending balance, preferred (in units) at Mar. 31, 2021			5,060	5,007
Ending balance, common (in units) at Mar. 31, 2021		54,761
Ending balance, members' equity at Mar. 31, 2021	(403,651)	$ 86	$ 3,309	$ 3,398	7,335	(418,109)	330
Beginning balance, common (in shares) at Dec. 31, 2021									83,913	73,987
Beginning balance, stockholders' equity at Dec. 31, 2021	95,805				490,220	(439,708)	136	$ 45,142	$ 8	$ 7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss	(31,747)					(16,845)		(14,902)
Net loss	0
Stock-based compensation	13,101				12,697			404
Foreign currency translation	(73)						(39)	(34)
Activity under stock compensation plans (in shares)									764	277
Activity under stock compensation plans	(49)				(49)
Rebalancing of ownership percentage between controlling and noncontrolling interests	0				(5,598)			5,598
Ending balance, common (in shares) at Mar. 31, 2022									84,677	74,264
Ending balance, stockholders' equity at Mar. 31, 2022	$ 77,037				$ 497,270	$ (456,553)	$ 97	$ 36,208	$ 8	$ 7

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year. Certain prior year amounts have been reclassified to conform with current period presentation. These reclassifications had no impact on net loss or stockholders’ equity (deficit) as previously reported. 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 a 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”). Immediately prior to the Closing, TPG Pace became a Delaware corporation and was renamed Nerdy Inc. As a result of the business combination and related transactions (the “Reverse Recapitalization”), Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow. Members of Nerdy LLC are the legacy holders of Nerdy LLC historical common and preferred equity (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. Immediately following the Reverse Recapitalization, Nerdy Inc. had the following securities issued and outstanding: (i) 83,875 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), including earnouts, (ii) 73,971 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), including earnouts, and (iii) 17,281 warrants, each exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share. The shares of Class B Common Stock are owned by the Legacy Nerdy Holders, have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy Inc.’s warrants consist of TPG Pace’s previously outstanding private placement warrants and public warrants to purchase Class A ordinary shares that were converted into corresponding private placement warrants to purchase Class A Common Stock (the “Private Placement Warrant(s)”) and public warrants to purchase Class A Common Stock (the “Public Warrant(s)”). 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. Additionally, Nerdy Inc. also issued warrants to purchase Class A Common Stock in connection with a forward purchase agreement (the “FPA Warrant(s)”). Each FPA Warrant allows for the purchase of one share of Class A Common Stock at an exercise price of $11.50 per share. Immediately following the Reverse Recapitalization, Nerdy LLC had the following units and warrants outstanding: (i) 157,846 units (the “OpCo Units”), including earnouts, and (ii) 2,052 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 Warrant(s)”). The Private Placement Warrants, the Public Warrants, the FPA Warrants, and the OpCo Warrants are collectively referred to herein as the “Warrant(s).” At both March 31, 2022 and December 31, 2021, the Company holds 22 of the total Warrants issued in connection with the Reverse Recapitalization. Nerdy Inc. and Nerdy LLC will at all times maintain a one-to-one ratio between the number of shares of Class A and Class B Common Stock issued by Nerdy Inc. and the number of OpCo Units issued by Nerdy LLC. Nerdy LLC is managed by a five person board of managers, composed of three persons designated by Nerdy Inc. and two persons 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 serve as the executive officers for all of its related and affiliated entities. Of the total shares and units issued as a result of the Reverse Recapitalization, there were 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 “Earnout(s)”). At both March 31, 2022 and December 31, 2021, the Company holds 36 of the total Earnouts issued in connection with the Reverse Recapitalization. As of March 31, 2022, Legacy Nerdy Holders owned 70,906 OpCo Units, excluding Earnouts, equal to a 47.0% of the economic interest in Nerdy LLC, and 70,906 shares of Class B Common Stock, excluding Earnouts, which represents 47.0% of the combined voting power of Nerdy Inc., excluding Earnouts. As of March 31, 2022, the public stockholders of Nerdy Inc., including certain Legacy Nerdy Holders, (i) owned 80,035 shares of Class A Common Stock, excluding earnouts, which represents 53.0% of the combined voting power of Nerdy Inc., excluding Earnouts, and 100% of the economic interest in Nerdy Inc., and (ii) through Nerdy Inc.’s ownership of 80,035 OpCo Units, indirectly hold 53.0% of the economic interest in Nerdy LLC. In connection with the Reverse Recapitalization, Nerdy LLC incurred expenses of $3,834 during the three months ended March 31, 2021. Of the total costs incurred during the three months ended March 31, 2021, $2,046 were reported as “General and administrative expenses” in the Condensed Consolidated Statement of Operations and $1,788 were recorded as a reduction of “Additional paid-in capital” at the Closing of the Reverse Recapitalization. Of the expenses that were recorded as reduction of “Additional paid-in capital” at the Closing of the Reverse Recapitalization, $444 were paid by Nerdy LLC during the three months ended March 31, 2021. Nerdy LLC did not record any transaction expenses related to the Reverse Recapitalization during the three months ended March 31, 2022. The financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and following the Reverse Recapitalization on September 20, 2021, a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”). 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. For the three months ended March 31, 2021, $5,726 of the consolidated net losses of Nerdy LLC were attributable to the Legacy Nerdy Holders to reflect their absorption of 100% of the consolidated net losses of Nerdy LLC pertaining to the period prior to the Reverse Recapitalization. In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” the historical equity of Nerdy LLC has been recast for the three months ended March 31, 2021, 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 recast the units outstanding related to the historical Nerdy LLC preferred units and common units (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 the three months ended March 31, 2021, 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.

RECENTLY ISSUED AND ADOPTED ACC

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS	3 Months Ended
	Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS	RECENTLY ISSUED AND ADOPTED 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, and stockholders’ equity (deficit) based on current information. Recently Issued 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 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. Recently Adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” This update requires organizations that lease assets to recognize on the balance sheet the right-of-use (“ROU”) assets and lease liabilities for the rights and obligations created by those leases. The new guidance also requires 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 adopted these ASUs on January 1, 2022, as required by the ASUs, and utilized the cumulative effect adjustment approach, which did not result in an adjustment to the Company’s opening balance of retained earnings. At adoption, the Company recognized ROU assets and lease liabilities of $4,154 and $4,870, respectively, on the balance sheet at January 1, 2022. The new standard did not materially impact the statements of operations, cash flows, or stockholders’ equity (deficit). In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. For additional information, refer to Note 12.

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS	3 Months Ended
	Mar. 31, 2022
Noncontrolling Interest [Abstract]
NONCONTROLLING INTERESTS	NONCONTROLLING INTERESTS As of March 31, 2022, Legacy Nerdy Holders owned 70,906 OpCo Units, excluding Earnouts, equal to 47.0% of the economic interest in Nerdy LLC, and 70,906 shares of Class B Common Stock, excluding Earnouts. As of December 31, 2021, Legacy Nerdy Holders owned 70,629 OpCo Units, excluding Earnouts, equal to 47.1% of the economic interest in Nerdy LLC, and 70,629 shares of Class B Common Stock, excluding Earnouts. The OpCo Units and the shares of Class B Common Stock, together (the “Combined Interests”), 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 Nerdy Inc. owned 53.0% and 52.9% of the outstanding OpCo Units as of March 31, 2022 and December 31, 2021, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portion of the consolidated net loss of Nerdy LLC which the Legacy Nerdy Holders absorbed was allocated to NCI during the three months ended March 31, 2022. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders is rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC. The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the three months ended March 31, 2022. OpCo Units of Nerdy LLC were not outstanding during the three months ended March 31, 2021. OpCo Units Ownership Percentage Nerdy Inc. Legacy Nerdy Holders Total Nerdy Inc. Legacy Nerdy Holders Total Beginning of period 79,271 70,629 149,900 52.9 % 47.1 % 100 % Vesting of Equity Awards 764 277 1,041 n/a n/a n/a End of period 80,035 70,906 150,941 53.0 % 47.0 % 100 %

REVENUE

REVENUE	3 Months Ended
	Mar. 31, 2022
Revenue Recognition and Deferred Revenue [Abstract]
REVENUE	REVENUE The following table presents the Company’s revenue by service category for the periods presented. Three Months Ended March 31, 2022 % 2021 % One-on-one $ 39,039 83 % $ 30,860 90 % Class and group 6,354 14 % 1,850 5 % Other (a) 1,532 3 % 1,855 5 % Revenue $ 46,925 100 % $ 34,565 100 % (a) Other consists of the legacy Veritas LLC business and EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) (collectively, the “Legacy Businesses”) and other services. Contract liabilities are reported within “Deferred revenue” on the Company’s Condensed Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the performance obligations have been completed. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances. March 31, December 31, Accounts receivable, net $ 4,480 $ 5,321 Deferred revenue $ 30,809 $ 30,005 “Accounts receivable, net”, is reported net of reserves of $530 and $477 as of March 31, 2022 and December 31, 2021, respectively. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As of March 31, 2022, Nerdy Inc. holds 53.0% of the economic interest in Nerdy LLC (see Note 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 53.0% distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions. The taxes related to these foreign jurisdictions were immaterial for the three months ended March 31, 2022. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of March 31, 2022. The effective tax rate for the three months ended March 31, 2022 was (0.04)%, which differed significantly from the statutory rates primarily due to changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported for the three months ended March 31, 2022 represents amounts owed to state authorities. For periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, its net taxable income (loss) and any related tax credits were allocated to its members.

LOSS PER SHARE

LOSS PER SHARE	3 Months Ended
	Mar. 31, 2022
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 for the three months ended March 31, 2022, 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 for the three months ended March 31, 2022. 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 to the extent there are dividends declared by Nerdy Inc. As discussed in Note 1, the Company recast Historical Nerdy LLC Equity as Nerdy Inc. common equity for the three months ended March 31, 2021. 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 loss per share is zero for the three months ended March 31, 2021 and is not presented. 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 stock options, stock appreciation rights, restricted stock awards, restricted stock units, 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. 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 $ (16,845) Weighted-average shares of Class A Common Stock for basic and diluted loss per share 79,619 Basic and Diluted loss per share of Class A Common Stock $ (0.21) 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 3,297 Stock appreciation rights 7,092 Restricted stock awards 2,238 Restricted stock units 9,585 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 70,906

CASH, CASH EQUIVALENTS AND REST

CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3 Months Ended
	Mar. 31, 2022
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 Condensed Consolidated Statements of Cash Flows. March 31, December 31, March 31, December 31, Cash and cash equivalents $ 141,715 $ 143,964 $ 25,565 $ 29,265 Restricted cash included in Other current assets 316 1,083 270 270 Restricted cash included in Other assets 832 832 1,147 1,147 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 142,863 $ 145,879 $ 26,982 $ 30,682

FIXED ASSETS, NET

FIXED ASSETS, NET	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
FIXED ASSETS, NET	FIXED ASSETS, NET March 31, December 31, Fixed assets $ 30,372 $ 28,467 Accumulated depreciation (19,162) (17,749) $ 11,210 $ 10,718 The following table presents amortization expense related to capitalized internal use software and depreciation expense reported by the Company in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2022 2021 Amortization expense related to capitalized internal use software Cost of revenue $ 1,164 $ 1,133 Depreciation expense General and administrative expenses 258 184

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS, NET	INTANGIBLE ASSETS, NET March 31, 2022 December 31, 2021 Carrying Amount Accum. Amort. Net Amount Carrying Amount Accum. Amort. Net Amount Trade names $ 6,073 $ (2,054) $ 4,019 $ 6,073 $ (1,913) $ 4,160 Foreign currency translation adjustment 153 31 184 252 16 $ 268 $ 6,226 $ (2,023) $ 4,203 $ 6,325 $ (1,897) $ 4,428 The following table presents amortization expense related to intangible assets reported by the Company in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2022 2021 Amortization expense related to intangible assets General and administrative expenses $ 157 $ 268

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2022
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. The Company has issued and outstanding Warrants and Earnouts to non-employees (see Note 1). The Warrants and Earnouts held by non-employees are not in the scope of ASC Topic 718, “Compensation - Stock Compensation” and are classified as derivative liabilities under ASC Topic 480, “Distinguishing Liabilities from Equity” or ASC Topic 815, “Derivatives and Hedging.” 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. At both March 31, 2022 and December 31, 2021, the number of Warrants and Earnouts contracts issued and outstanding to non-employees was 19,122 and 7,655, respectively. 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. Balance Sheet Location March 31, December 31, Non-employee Warrants Other liabilities $ 22,373 $ 17,210 Non-employee Earnouts Other liabilities 27,345 21,466 $ 49,718 $ 38,676 The following table presents the effects of the Company’s derivative instruments on the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2022. The Company did not have derivative instruments outstanding during the three months ended March 31, 2021. Statement of Operations Location Non-employee Warrants Unrealized loss on derivatives $ 5,163 Non-employee Earnouts Unrealized loss on derivatives 5,879 $ 11,042

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The following table represents the Company’s 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.” March 31, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 22,373 $ 10,530 $ 11,843 $ — $ 17,210 $ 8,100 $ 9,110 $ — Non-employee Earnouts 27,345 — — 27,345 21,466 — — 21,466 $ 49,718 $ 10,530 $ 11,843 $ 27,345 $ 38,676 $ 8,100 $ 9,110 $ 21,466 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 10. 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. The following table summarizes the Level 3 activity measured on a recurring basis. Balance, December 31, 2021 $ 21,466 Mark-to-market loss on non-employee Earnouts 5,879 Balance, March 31, 2022 $ 27,345 The fair value of each non-employee Earnout was estimated using the Monte Carlo Option Pricing Method at the end of each reporting period. 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 non-employee Earnouts based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the non-employee 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 non-employee Earnouts. The expected life of the non-employee 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 to remeasure the fair value of outstanding non-employee Earnouts liabilities for the periods presented. March 31, December 31, Expected term (in years) 4.48 4.72 Stock price $5.09 $4.50 Expected stock price volatility 70.0% 65.0% Risk-free interest rate 2.4% 1.2% Expected Dividends —% —% Fair Value (per earnout) $3.57 $2.80 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 definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. There were no fair value measurement adjustments recognized related to definite-lived assets and goodwill during the three months ended March 31, 2022 and 2021.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
LEASES	LEASES In connection with the adoption of ASUs 2016-02 and 2018-11 (see Note 2), the Company updated its policy for recognizing leases under ASC Topic 842. A summary of the updated policy is included below. Prior to January 1, 2022, the Company accounted for leases under ASC Topic 840, “Leases.” Lease Portfolio The Company leases office space in St. Louis, MO and in Tempe, AZ through operating lease agreements. Additionally, the Company subleases its Tempe, AZ office space as a result of a sublease agreement entered into in 2020. The Company has no finance lease agreements. The lease in St. Louis, MO has a remaining term of 17 months. The lease and sublease in Tempe, AZ each have a remaining term of approximately three years. The Company makes payments to the lessor of the office space in Tempe, AZ, while receiving payments from the sublessee. Lease Policy The Company determines if an arrangement is a lease at its inception. When the arrangements include lease and non-lease components, the Company accounts for them as a single lease component. Leases with an initial term of less than 12 months are not reported on the balance sheet, but rather recognized as lease expense on a straight-line basis over the lease term. Arrangements may include options to extend or terminate the lease arrangement. These options are included in the lease term used to establish ROU assets and lease liabilities when it is reasonably certain they will be exercised. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised. The Company has lease arrangements that include variable rental payments. The future variability of these payments and adjustments are unknown and therefore are not included in minimum rental payments used to determine the ROU assets and lease liabilities. The Company has lease arrangements where it makes separate payments to the lessor based on the lessor's common area maintenance expenses, property and casualty insurance costs, property taxes assessed on the property, and other variable expenses. As the Company has elected the practical expedient not to separate lease and non-lease components, these variable amounts are captured in operating lease expense in the period in which they are incurred. Variable rental payments are recognized in the period in which their associated obligation is incurred. Sublease income is recognized in the period in which the income is earned. As most of the Company’s lease arrangements do not provide an implicit interest rate, an incremental borrowing rate (“IBR”) is applied in determining the present value of future payments. The Company’s IBR is selected based upon information available at the lease commencement date, and represents the Company's estimate of an interest rate that it would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value in a similar economic environment. The ROU assets are reported as “Other assets,” and lease liabilities are reported as “Other current liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheet. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “General and administrative expenses” in the Condensed Consolidated Statement of Operations. Variable lease expense and sublease income are included in “General and administrative expenses” in the Condensed Consolidated Statement of Operations. Impact of Adoption The Company utilized the cumulative effect adjustment method of adoption and, accordingly, recorded ROU assets and lease liabilities of $4,154 and $4,870, respectively, on the balance sheet at January 1, 2022. The Company elected the following practical expedients in accordance with ASC Topic 842: • Reassessment elections — The Company elected the package of practical expedients, and did not reassess whether any existing contracts are or contain a lease, provided a lease analysis was conducted under ASC Topic 840. To the extent leases were identified under ASC Topic 840, the Company did not reassess the classification of those leases. Additionally, to the extent initial direct costs were capitalized under ASC Topic 840 and are not amortized as a result of the implementation of ASC Topic 842, they were not reassessed. • Short-term lease election — ASC Topic 842 allows lessees an option to not recognize ROU assets and lease liabilities arising from short-term leases. A short-term lease is defined as a lease with an initial term of 12 months or less. The Company elected to not recognize short-term leases as ROU assets and lease liabilities on the balance sheet. All short-term leases which are not included on the Company’s balance sheet will be recognized within lease expense. Leases that have an initial term of 12 months or less with an option for renewal will need to be assessed in order to determine if the lease qualifies for the short-term lease exception. If the option is reasonably certain to be exercised, the lease does not qualify as a short-term lease. • Lease vs non-lease components — The Company elected to combine future lease and non-lease components as a single component and the total consideration for the arrangements will be accounted for as a lease. The following table presents the balance sheet location of the Company’s operating leases. March 31, 2022 ROU assets Other assets $ 3,809 Lease liabilities: Other current liabilities $ 1,648 Other liabilities 2,970 Total lease liabilities $ 4,618 The following table presents maturities of the Company’s operating lease liabilities as of March 31, 2022, presented under ASC Topic 842. March 31, 2022 Remaining 2022 $ 1,334 2023 1,622 2024 1,273 2025 644 2026 — Thereafter — Total future minimum payments $ 4,873 Less: Implied interest 255 Total lease liabilities $ 4,618 The following table presents future minimum rental payments under the Company’s noncancelable operating lease agreements as of December 31, 2021, presented under ASC Topic 840. 2022 $ 1,749 2023 1,599 2024 1,250 2025 632 2026 — Thereafter — Total $ 5,230 The following table presents supplemental operations statement information related to the Company’s operating leases and sublease agreements for the periods presented. Three Months Ended Statement of Operations Location 2022 2021 (a) Operating lease expense General and administrative expenses $ 385 $ 267 Variable lease expense General and administrative expenses 17 — Sublease income General and administrative expenses (250) (103) (a) Rent expense and sublease income as reported under ASC Topic 840. As of March 31, 2022, the weighted-average remaining lease term and the weighted-average IBR of the Company’s operating leases was approximately 2.65 years and 2.96%, respectively. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $292 for the three months ended March 31, 2022.

RELATED PARTIES

RELATED PARTIES	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIES Amounts Due to Legacy Nerdy Holders As of December 31, 2021, the Company reported amounts due to Legacy Nerdy LLC Holders of $841 in exchange for their Historical Nerdy LLC Equity as “Due to legacy Nerdy holders” on the Condensed Consolidated Balance Sheet. The Company paid the amounts due to Legacy Nerdy Holders during the three months ended March 31, 2022, and there was no liability reported on the Condensed Consolidated Balance sheet as of March 31, 2022. Tax Receivable Agreement In connection with the Reverse Recapitalization, Nerdy Inc. entered into a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holders”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) 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. During the three months ended March 31, 2022, the Company amended the Tax Receivable Agreement to change the applicable rates used in the Tax Receivable Agreement from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). The transition from LIBOR to SOFR did not have a material impact on the valuation of the Tax Receivable Agreement or the Company’s financial statements. $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 $98,116 assuming: (i) a share price equal to $10.00 per share, (ii) a constant federal income tax rate of 21.0% and a state tax rate of 3.6%, (net of the federal benefit), (iii) no material changes in tax law, (iv) the ability to utilize tax attributes, and (v) 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 months ended March 31, 2022. 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 the Tax Receivable Agreement was terminated at March 31, 2022, Nerdy Inc. would recognize an additional deferred tax asset of approximately $143,741 and an additional Tax Receivable Agreement liability of approximately $122,180, assuming (i) a price of $5.09 per share (the closing price of the Company’s Class A Common Stock as of March 31, 2022), (ii) a constant corporate tax rate of 24.6%, (iii) that Nerdy Inc. will have sufficient taxable income to fully utilize the tax benefits, and (iv) no material changes in relevant tax law.

REDEEMABLE PREFERRED_ UNITS OF

REDEEMABLE PREFERRED’ UNITS OF NERDY LLC	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
REDEEMABLE PREFERRED’ UNITS OF NERDY LLC	REDEEMABLE PREFERRED UNITS OF NERDY LLC For the three months ended March 31, 2021, Nerdy LLC had historical Class B and Class C redeemable preferred units (respectively, the “Class B Units” and the “Class C Units”) issued and outstanding. The Class B and Class C units were exchanged for cash, Class A Common Stock, or Class B Common Stock, and OpCo Units in connection with the Reverse Recapitalization on September 20, 2021. The following table summarizes the changes to Nerdy LLC’s historical Class B and Class C Units for the three months ended March 31, 2021. The Company recast the historical Nerdy LLC redeemable preferred units outstanding for the period presented, reflecting the exchange ratio of 1-for-0.64. The historical Nerdy LLC redeemable preferred 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 the historical Nerdy LLC redeemable preferred units as the adjustments were considered immaterial. As Of and For The Three Months Ended Class B Units, value Beginning of period and end of period $ 259,638 Class C Units, value Beginning of period and end of period $ 119,158 Class B Units, units Beginning of period and end of period 25,920 Class C Units, units Beginning of period and end of period 11,895

RECENTLY ISSUED AND ADOPTED A_2

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Recently Issued/Recently Adopted	Recently Issued 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 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. Recently Adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” This update requires organizations that lease assets to recognize on the balance sheet the right-of-use (“ROU”) assets and lease liabilities for the rights and obligations created by those leases. The new guidance also requires 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 adopted these ASUs on January 1, 2022, as required by the ASUs, and utilized the cumulative effect adjustment approach, which did not result in an adjustment to the Company’s opening balance of retained earnings. At adoption, the Company recognized ROU assets and lease liabilities of $4,154 and $4,870, respectively, on the balance sheet at January 1, 2022. The new standard did not materially impact the statements of operations, cash flows, or stockholders’ equity (deficit). In addition, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. For additional information, refer to Note 12.

NONCONTROLLING INTERESTS (Table

NONCONTROLLING INTERESTS (Tables)	3 Months Ended
	Mar. 31, 2022
Noncontrolling Interest [Abstract]
Schedule of Changes in Noncontrolling Interest	The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the three months ended March 31, 2022. OpCo Units of Nerdy LLC were not outstanding during the three months ended March 31, 2021. OpCo Units Ownership Percentage Nerdy Inc. Legacy Nerdy Holders Total Nerdy Inc. Legacy Nerdy Holders Total Beginning of period 79,271 70,629 149,900 52.9 % 47.1 % 100 % Vesting of Equity Awards 764 277 1,041 n/a n/a n/a End of period 80,035 70,906 150,941 53.0 % 47.0 % 100 %

REVENUE (Tables)

REVENUE (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue Recognition and Deferred Revenue [Abstract]
Schedule of Revenue by Service Category	The following table presents the Company’s revenue by service category for the periods presented. Three Months Ended March 31, 2022 % 2021 % One-on-one $ 39,039 83 % $ 30,860 90 % Class and group 6,354 14 % 1,850 5 % Other (a) 1,532 3 % 1,855 5 % Revenue $ 46,925 100 % $ 34,565 100 % (a) Other consists of the legacy Veritas LLC business and EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) (collectively, the “Legacy Businesses”) and other services.
Schedule of Accounts Receivable	The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances. March 31, December 31, Accounts receivable, net $ 4,480 $ 5,321 Deferred revenue $ 30,809 $ 30,005
Schedule of Deferred Revenue	The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances. March 31, December 31, Accounts receivable, net $ 4,480 $ 5,321 Deferred revenue $ 30,809 $ 30,005

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
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 for the three months ended March 31, 2022, 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 for the three months ended March 31, 2022. 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 to the extent there are dividends declared by Nerdy Inc. As discussed in Note 1, the Company recast Historical Nerdy LLC Equity as Nerdy Inc. common equity for the three months ended March 31, 2021. 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 loss per share is zero for the three months ended March 31, 2021 and is not presented. 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 stock options, stock appreciation rights, restricted stock awards, restricted stock units, 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. 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 $ (16,845) Weighted-average shares of Class A Common Stock for basic and diluted loss per share 79,619 Basic and Diluted loss per share of Class A Common Stock $ (0.21)
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share	The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive. Stock options 3,297 Stock appreciation rights 7,092 Restricted stock awards 2,238 Restricted stock units 9,585 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 70,906

CASH, CASH EQUIVALENTS AND RE_2

CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables)	3 Months Ended
	Mar. 31, 2022
Cash and Cash Equivalents [Abstract]
Schedule of Cash, cash equivalents and restricted cash	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows. March 31, December 31, March 31, December 31, Cash and cash equivalents $ 141,715 $ 143,964 $ 25,565 $ 29,265 Restricted cash included in Other current assets 316 1,083 270 270 Restricted cash included in Other assets 832 832 1,147 1,147 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 142,863 $ 145,879 $ 26,982 $ 30,682
Schedule of 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 Condensed Consolidated Statements of Cash Flows. March 31, December 31, March 31, December 31, Cash and cash equivalents $ 141,715 $ 143,964 $ 25,565 $ 29,265 Restricted cash included in Other current assets 316 1,083 270 270 Restricted cash included in Other assets 832 832 1,147 1,147 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 142,863 $ 145,879 $ 26,982 $ 30,682

FIXED ASSETS, NET (Tables)

FIXED ASSETS, NET (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of fixed assets	March 31, December 31, Fixed assets $ 30,372 $ 28,467 Accumulated depreciation (19,162) (17,749) $ 11,210 $ 10,718 The following table presents amortization expense related to capitalized internal use software and depreciation expense reported by the Company in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2022 2021 Amortization expense related to capitalized internal use software Cost of revenue $ 1,164 $ 1,133 Depreciation expense General and administrative expenses 258 184

INTANGIBLE ASSETS, NET (Tables)

INTANGIBLE ASSETS, NET (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Definite-lived Intangible Assets, Net	March 31, 2022 December 31, 2021 Carrying Amount Accum. Amort. Net Amount Carrying Amount Accum. Amort. Net Amount Trade names $ 6,073 $ (2,054) $ 4,019 $ 6,073 $ (1,913) $ 4,160 Foreign currency translation adjustment 153 31 184 252 16 $ 268 $ 6,226 $ (2,023) $ 4,203 $ 6,325 $ (1,897) $ 4,428 The following table presents amortization expense related to intangible assets reported by the Company in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2022 2021 Amortization expense related to intangible assets General and administrative expenses $ 157 $ 268

DERIVATIVE FINANCIAL INSTRUME_2

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
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. Balance Sheet Location March 31, December 31, Non-employee Warrants Other liabilities $ 22,373 $ 17,210 Non-employee Earnouts Other liabilities 27,345 21,466 $ 49,718 $ 38,676
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 the three months ended March 31, 2022. The Company did not have derivative instruments outstanding during the three months ended March 31, 2021. Statement of Operations Location Non-employee Warrants Unrealized loss on derivatives $ 5,163 Non-employee Earnouts Unrealized loss on derivatives 5,879 $ 11,042

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value, assets and liabilities measured on recurring basis	The following table represents the Company’s 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.” March 31, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 22,373 $ 10,530 $ 11,843 $ — $ 17,210 $ 8,100 $ 9,110 $ — Non-employee Earnouts 27,345 — — 27,345 21,466 — — 21,466 $ 49,718 $ 10,530 $ 11,843 $ 27,345 $ 38,676 $ 8,100 $ 9,110 $ 21,466
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, 2021 $ 21,466 Mark-to-market loss on non-employee Earnouts 5,879 Balance, March 31, 2022 $ 27,345
Schedule of remeasuring the fair value of outstanding non-employee earnout shares liabilities	The following table presents the assumptions used to remeasure the fair value of outstanding non-employee Earnouts liabilities for the periods presented. March 31, December 31, Expected term (in years) 4.48 4.72 Stock price $5.09 $4.50 Expected stock price volatility 70.0% 65.0% Risk-free interest rate 2.4% 1.2% Expected Dividends —% —% Fair Value (per earnout) $3.57 $2.80

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Schedule of Operating Lease	The following table presents the balance sheet location of the Company’s operating leases. March 31, 2022 ROU assets Other assets $ 3,809 Lease liabilities: Other current liabilities $ 1,648 Other liabilities 2,970 Total lease liabilities $ 4,618
Schedule of Operating Lease Liabilities, Maturity	The following table presents maturities of the Company’s operating lease liabilities as of March 31, 2022, presented under ASC Topic 842. March 31, 2022 Remaining 2022 $ 1,334 2023 1,622 2024 1,273 2025 644 2026 — Thereafter — Total future minimum payments $ 4,873 Less: Implied interest 255 Total lease liabilities $ 4,618
Schedule of Future Minimum Rental Payments	The following table presents future minimum rental payments under the Company’s noncancelable operating lease agreements as of December 31, 2021, presented under ASC Topic 840. 2022 $ 1,749 2023 1,599 2024 1,250 2025 632 2026 — Thereafter — Total $ 5,230
Schedule of Operating Leases and Sublease Agreements	The following table presents supplemental operations statement information related to the Company’s operating leases and sublease agreements for the periods presented. Three Months Ended Statement of Operations Location 2022 2021 (a) Operating lease expense General and administrative expenses $ 385 $ 267 Variable lease expense General and administrative expenses 17 — Sublease income General and administrative expenses (250) (103) (a) Rent expense and sublease income as reported under ASC Topic 840.

REDEEMABLE PREFERRED_ UNITS O_2

REDEEMABLE PREFERRED’ UNITS OF NERDY LLC (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Schedule of Changes to Class B and C Units	As Of and For The Three Months Ended Class B Units, value Beginning of period and end of period $ 259,638 Class C Units, value Beginning of period and end of period $ 119,158 Class B Units, units Beginning of period and end of period 25,920 Class C Units, units Beginning of period and end of period 11,895

BASIS OF PRESENTATION - Narrati

BASIS OF PRESENTATION - Narrative (Details)	Mar. 31, 2022shares	Dec. 31, 2021shares	Sep. 20, 2021manager$ / sharesshares	Mar. 31, 2022USD ($)shares	Mar. 31, 2021USD ($)
Schedule of Organization And Business Operations Plan [Line Items]
Warrants held by Nerdy Inc. (in shares)	22,000	22,000		22,000
Earnouts held by Nerdy Inc. (in shares)	36,000	36,000		36,000
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization | $				$ 0	$ (5,726,000)
Exchange ratio in reverse recapitalization			0.64
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
Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common units, outstanding (in units)	150,941,000	149,900,000		150,941,000
Economic interest, LLC ownership percentage	100.00%	100.00%
Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Outstanding, warrants (in shares)			2,052,000
Ratio maintained between number of shares of Class A and Class B Common Stock	1			1
Number of board managers | manager			5
Number of board managers designated by Nerdy Inc. | manager			3
Number of board managers designated by holders of OpCo unit holders | manager			2
Common units, outstanding (in units)			157,846,000
Reverse recapitalization, transaction expense | $					3,834,000
Payment of transaction expense | $				$ 0	(444,000)
Nerdy LLC | Other Assets
Schedule of Organization And Business Operations Plan [Line Items]
Reverse recapitalization, transaction expense | $					1,788,000
Nerdy LLC | General and administrative expenses
Schedule of Organization And Business Operations Plan [Line Items]
Reverse recapitalization, transaction expense | $					$ 2,046,000
Nerdy Inc.
Schedule of Organization And Business Operations Plan [Line Items]
Ratio maintained between number of shares of Class A and Class B Common Stock	1			1
Nerdy Inc. | Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common units, outstanding (in units)	80,035,000	79,271,000		80,035,000
Economic interest, LLC ownership percentage	53.00%	52.90%
Legacy Nerdy Holders | Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common units, outstanding (in units)	70,906,000	70,629,000		70,906,000
Economic interest, LLC ownership percentage	47.00%	47.10%
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
Class B Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, shares outstanding (in shares)			73,971,000
Common stock, par value (in usd per share) | $ / shares			$ 0.0001
Class B Common Stock | Legacy Nerdy Holders | Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common units, outstanding (in units)	70,906,000	70,629,000		70,906,000
Economic interest, LLC ownership percentage				47.00%
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 A Common Stock
Schedule of Organization And Business Operations Plan [Line Items]
Common stock, shares outstanding (in shares)			83,875,000
Common stock, par value (in usd per share) | $ / shares			$ 0.0001
Class A Common Stock | Nerdy Inc. | Nerdy LLC
Schedule of Organization And Business Operations Plan [Line Items]
Common units, outstanding (in units)	80,035,000			80,035,000
Economic interest, LLC ownership percentage	53.00%
Class A Common Stock | Legacy Nerdy Holders | Nerdy Inc.
Schedule of Organization And Business Operations Plan [Line Items]
Economic interest, Company ownership percentage	100.00%			100.00%
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

RECENTLY ISSUED AND ADOPTED A_3

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 01, 2022
Franchisor Disclosure [Line Items]
Other assets	$ 3,809
Total lease liabilities	$ 4,618
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02
Franchisor Disclosure [Line Items]
Other assets		$ 4,154
Total lease liabilities		$ 4,870

NONCONTROLLING INTERESTS - Narr

NONCONTROLLING INTERESTS - Narrative (Details) shares in Thousands	Mar. 31, 2022shares	Dec. 31, 2021shares	Mar. 31, 2022shares
Class A Common Stock
Noncontrolling Interest [Line Items]
Redemption settlement term			5 days
Legacy Nerdy Holders | Class A Common Stock
Noncontrolling Interest [Line Items]
Conversion basis (in shares)	1		1
Nerdy LLC
Noncontrolling Interest [Line Items]
Common units	150,941	149,900	150,941
Economic interest, LLC ownership percentage	100.00%	100.00%
Nerdy LLC | Legacy Nerdy Holders
Noncontrolling Interest [Line Items]
Common units	70,906	70,629	70,906
Economic interest, LLC ownership percentage	47.00%	47.10%
Nerdy LLC | Legacy Nerdy Holders | Class B Common Stock
Noncontrolling Interest [Line Items]
Common units	70,906	70,629	70,906
Economic interest, LLC ownership percentage			47.00%
Nerdy LLC | Nerdy Inc.
Noncontrolling Interest [Line Items]
Common units	80,035	79,271	80,035
Economic interest, LLC ownership percentage	53.00%	52.90%
Nerdy LLC | Nerdy Inc. | Class A Common Stock
Noncontrolling Interest [Line Items]
Common units	80,035		80,035
Economic interest, LLC ownership percentage	53.00%

Noncontrolling Interest - Chang

Noncontrolling Interest - Changes in Ownership of OpCo Units in Nerdy LLC (Details) - shares shares in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2022
Member Units | Nerdy LLC
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Vesting of Equity Awards (in units)			1,041
Nerdy LLC
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in units)			149,900
Ending balance, common (in units)	150,941	149,900	150,941
Ownership Percentage, Beginning and End of period	100.00%	100.00%
Nerdy LLC | Nerdy Inc.
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in units)			79,271
Ending balance, common (in units)	80,035	79,271	80,035
Ownership Percentage, Beginning and End of period	53.00%	52.90%
Nerdy LLC | Legacy Nerdy Holders
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance, common (in units)			70,629
Ending balance, common (in units)	70,906	70,629	70,906
Ownership Percentage, Beginning and End of period	47.00%	47.10%
Nerdy Inc. | Member Units | Nerdy LLC
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Vesting of Equity Awards (in units)			764
Legacy Nerdy Holders | Member Units | Nerdy LLC
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Vesting of Equity Awards (in units)			277

REVENUE - Revenue by Service (D

REVENUE - Revenue by Service (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 46,925	$ 34,565
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Revenue	$ 46,925	$ 34,565
%	100.00%	100.00%
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | One-on-one
Disaggregation of Revenue [Line Items]
Revenue	$ 39,039	$ 30,860
%	83.00%	90.00%
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Class and group
Disaggregation of Revenue [Line Items]
Revenue	$ 6,354	$ 1,850
%	14.00%	5.00%
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Other
Disaggregation of Revenue [Line Items]
Revenue	$ 1,532	$ 1,855
%	3.00%	5.00%

REVENUE - Accounts receivable,

REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenue Recognition and Deferred Revenue [Abstract]
Accounts receivable, net	$ 4,480	$ 5,321
Deferred revenue	$ 30,809	$ 30,005

REVENUE - Narrative (Details)

REVENUE - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenue Recognition and Deferred Revenue [Abstract]
Accounts receivable, net, reserves	$ 530	$ 477

INCOME TAXES (Details)

INCOME TAXES (Details)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2022
Income Tax Examination [Line Items]
Effective tax rate			(0.04%)
Nerdy LLC
Income Tax Examination [Line Items]
Economic interest, LLC ownership percentage	100.00%	100.00%
Nerdy LLC | Nerdy Inc.
Income Tax Examination [Line Items]
Economic interest, LLC ownership percentage	53.00%	52.90%

LOSS PER SHARE - Schedule of Lo

LOSS PER SHARE - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share, basic	$ (16,845)
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share, diluted	$ (16,845)
Weighted-average shares for basic earnings per share (in shares)	79,619	0
Weighted-average shares for diluted earnings per share (in shares)	79,619	0
Basic loss per share of Class A Common Stock (in dollars per share)	$ (0.21)	$ 0
Diluted loss per share of Class A Common Stock (in dollars per share)	$ (0.21)	$ 0

LOSS PER SHARE - Exclude From W

LOSS PER SHARE - Exclude From Weighted-average Shares For Diluted Earnings Per Share (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2022shares
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	3,297
Stock appreciation rights
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	7,092
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	2,238
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	9,585
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
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average shares for diluted earnings (in shares)	70,906

CASH, CASH EQUIVALENTS AND RE_3

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 141,715	$ 143,964	$ 25,565	$ 29,265
Restricted cash included in Other current assets	316	1,083	270	270
Restricted cash included in Other assets	832	832	1,147	1,147
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows	$ 142,863	$ 145,879	$ 26,982	$ 30,682

CASH, CASH EQUIVALENTS AND RE_4

CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in Other current assets	$ 316	$ 1,083	$ 270	$ 270
Other current assets | Nerdy LLC
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash included in Other current assets	$ 0	$ 767

FIXED ASSETS, NET - Schedule of

FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Fixed assets	$ 30,372		$ 28,467
Accumulated depreciation	(19,162)		(17,749)
Fixed assets, net	11,210		$ 10,718
Amortization expense	1,164	$ 1,133
Depreciation	$ 258	$ 184

INTANGIBLE ASSETS, NET (Details

INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Finite-lived Intangible Assets [Line Items]
Carrying Amount	$ 6,226		$ 6,325
Foreign currency translation adjustment	153		252
Accum. Amort.	(2,023)		(1,897)
Foreign currency translation adjustment	31		16
Net Amount	4,203		4,428
Foreign currency translation adjustment	184		268
Amortization of intangibles	157	$ 268
Trade names
Finite-lived Intangible Assets [Line Items]
Carrying Amount	6,073		6,073
Accum. Amort.	(2,054)		(1,913)
Net Amount	$ 4,019		$ 4,160

DERIVATIVE FINANCIAL INSTRUME_3

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - contract contract in Thousands	Mar. 31, 2022	Dec. 31, 2021
Non-employee Warrants
Derivatives, Fair Value [Line Items]
Number of derivative instruments	19,122	19,122
Non-employee Earnouts
Derivatives, Fair Value [Line Items]
Number of derivative instruments	7,655	7,655

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 - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Derivative liabilities	$ 49,718	$ 38,676
Non-employee Warrants | Other liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	22,373	17,210
Non-employee Earnouts | Other liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	$ 27,345	$ 21,466

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
	Mar. 31, 2022	Mar. 31, 2021
Derivatives [Line Items]
Unrealized loss on derivatives	$ (11,042)	$ 0
Unrealized loss on derivatives
Derivatives [Line Items]
Unrealized loss on derivatives	11,042
Non-employee Warrants | Unrealized loss on derivatives
Derivatives [Line Items]
Unrealized loss on derivatives	5,163
Non-employee Earnouts | Unrealized loss on derivatives
Derivatives [Line Items]
Unrealized loss on derivatives	$ 5,879

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	$ 49,718	$ 38,676
Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	22,373	17,210
Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	27,345	21,466
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	10,530	8,100
Level 1 | Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	10,530	8,100
Level 1 | Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	11,843	9,110
Level 2 | Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	11,843	9,110
Level 2 | Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	27,345	21,466
Level 3 | Non-employee Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	0	0
Level 3 | Non-employee Earnouts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities	$ 27,345	$ 21,466

FAIR VALUE MEASUREMENTS - Activ

FAIR VALUE MEASUREMENTS - Activity Measured on a Recurring Basis (Details) - Non-employee Earnouts $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 21,466
Mark-to-market loss on non-employee Earnouts	5,879
Beginning balance	$ 27,345

FAIR VALUE MEASUREMENTS - Assum

FAIR VALUE MEASUREMENTS - Assumptions Used in Measurement of Earnouts (Details) - Non-employee Earnouts	Mar. 31, 2022$ / shares	Dec. 31, 2021$ / shares
Expected term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	4.48	4.72
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	5.09	4.50
Expected stock price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.700	0.650
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.024	0.012
Expected Dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0	0
Fair Value (per earnout)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	3.57	2.80

LEASES - Narrative (Details)

LEASES - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)agreement	Jan. 01, 2022USD ($)
Lessee, Lease, Description [Line Items]
Number of finance lease agreements | agreement	0
Other assets	$ 3,809
Total lease liabilities	$ 4,618
Weighted average remaining lease term	2 years 7 months 24 days
Incremental borrowing rate	2.96%
Operating lease, payments	$ 292
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Other assets		$ 4,154
Total lease liabilities		$ 4,870
St. Louis, MO
Lessee, Lease, Description [Line Items]
Remaining lease term	17 months
Tempe, AZ
Lessee, Lease, Description [Line Items]
Remaining lease term	3 years

LEASES - Balance Sheet Location

LEASES - Balance Sheet Location of Company's Operating Leases (Details) $ in Thousands	Mar. 31, 2022USD ($)
Leases [Abstract]
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets
Other assets	$ 3,809
Lease liabilities:
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities
Other current liabilities	$ 1,648
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities
Other liabilities	$ 2,970
Total lease liabilities	$ 4,618

LEASES - Operating Lease Liabil

LEASES - Operating Lease Liability, Maturity (Details) $ in Thousands	Mar. 31, 2022USD ($)
Leases [Abstract]
Remaining 2022	$ 1,334
2023	1,622
2024	1,273
2025	644
2026	0
Thereafter	0
Total future minimum payments	4,873
Less: Implied interest	255
Total lease liabilities	$ 4,618

LEASES - Future Minimum Rental

LEASES - Future Minimum Rental Payments (Details) $ in Thousands	Dec. 31, 2021USD ($)
Leases [Abstract]
2022	$ 1,749
2023	1,599
2024	1,250
2025	632
2026	0
Thereafter	0
Total	$ 5,230

LEASES - Operating Leases and S

LEASES - Operating Leases and Sublease Agreements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease expense	$ 385	$ 267
Variable lease expense	17	0
Sublease income	$ (250)	$ (103)

RELATED PARTIES - Narrative (De

RELATED PARTIES - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Due to legacy Nerdy holders	$ 0	$ 841,000
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	$ 331,808,000
Potential tax receivable agreement liability	$ 98,116,000
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	3.60%
Deferred tax asset recognized if all units are exchanged	$ 143,741,000
Tax receivable agreement liability recognized in exchange	$ 122,180,000
Assumption, price per share in exchange (in dollars per share)	$ 5.09
Assumption, federal income tax rate at time of exchange	24.60%

REDEEMABLE PREFERRED_ UNITS O_3

REDEEMABLE PREFERRED’ UNITS OF NERDY LLC - Narrative (Details)	Sep. 20, 2021
Class of Stock [Line Items]
Exchange ratio in reverse recapitalization	0.64

REDEEMABLE PREFERRED_ UNITS O_4

REDEEMABLE PREFERRED’ UNITS OF NERDY LLC - Schedule of Unit Activity (Details) shares in Thousands, $ in Thousands	Mar. 31, 2021USD ($)shares
Class B Redeemable Preferred Units
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning of period and end of period | $	$ 259,638
Beginning of period and end of period | $	$ 259,638
Beginning of period (in units) | shares	25,920
End of period (in units) | shares	25,920
Class C Redeemable Preferred Units
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning of period and end of period | $	$ 119,158
Beginning of period and end of period | $	$ 119,158
Beginning of period (in units) | shares	11,895
End of period (in units) | shares	11,895