Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 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 | Q2 | |
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 | 91,471,340 | |
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 $11.50 per share | |
Trading Symbol | NRDY-WT | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,052,855 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 42,186 | $ 32,786 | $ 89,111 | $ 67,351 |
Cost of revenue | 13,431 | 11,513 | 27,583 | 22,705 |
Gross Profit | 28,755 | 21,273 | 61,528 | 44,646 |
Sales and marketing expenses | 18,011 | 14,165 | 40,957 | 28,747 |
General and administrative expenses | 32,751 | 14,527 | 63,260 | 27,772 |
Operating Loss | (22,007) | (7,419) | (42,689) | (11,873) |
Unrealized gain on derivatives | (37,336) | 0 | (26,294) | 0 |
Interest (income) expense, net | (5) | 1,254 | (12) | 2,491 |
Other expense, net | 57 | 58 | 74 | 93 |
Gain on extinguishment of debt | 0 | (8,395) | 0 | (8,395) |
Earnings (Loss) before Income Taxes | 15,277 | (336) | (16,457) | (6,062) |
Income tax expense | 0 | 0 | 13 | 0 |
Net Earnings (Loss) | 15,277 | (336) | (16,470) | (6,062) |
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization | 0 | (336) | 0 | (6,062) |
Net earnings (loss) attributable to noncontrolling interests | 6,582 | 0 | (8,320) | 0 |
Net Earnings (Loss) Attributable to Class A Common Stockholders | $ 8,695 | $ 0 | $ (8,150) | $ 0 |
Earnings (Loss) per share of Class A Common Stock: | ||||
Earnings (Loss) per share of Class A Common Stock Basic ( in dollars per share) | $ 0.10 | $ 0 | $ (0.10) | $ 0 |
Earnings (Loss) per share of Class A Common Stock Diluted ( in dollars per share) | $ 0.09 | $ 0 | $ (0.10) | $ 0 |
Weighted-Average Shares of Class A Common Stock Outstanding: | ||||
Weighted-Average Shares of Class A Common Stock Outstanding Basic (in shares) | 86,373 | 0 | 83,018 | 0 |
Weighted-Average Shares of Class A Common Stock Outstanding Diluted (in shares) | 88,600 | 0 | 83,018 | 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Earnings (Loss) | $ 15,277 | $ (336) | $ (16,470) | $ (6,062) |
Unrealized foreign currency translation adjustments | (183) | 16 | (256) | 50 |
Total Comprehensive Income (Loss) | 15,094 | (320) | (16,726) | (6,012) |
Comprehensive loss attributable to legacy Nerdy holders prior to the reverse recapitalization | 0 | (320) | 0 | (6,012) |
Comprehensive income (loss) attributable to noncontrolling interests | 6,503 | 0 | (8,433) | 0 |
Total Comprehensive Income (Loss) Attributable to Class A Common Stockholders | $ 8,591 | $ 0 | $ (8,293) | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 120,976,000 | $ 143,964,000 |
Accounts receivable, net | 2,837,000 | 5,321,000 |
Other current assets | 4,133,000 | 6,165,000 |
Total Current Assets | 127,946,000 | 155,450,000 |
Fixed assets, net | 11,697,000 | 10,718,000 |
Goodwill | 5,717,000 | 5,717,000 |
Intangible assets, net | 3,877,000 | 4,428,000 |
Other assets | 4,408,000 | 832,000 |
Total Assets | 153,645,000 | 177,145,000 |
Current Liabilities | ||
Accounts payable | 3,320,000 | 3,590,000 |
Deferred revenue | 22,557,000 | 30,005,000 |
Due to legacy Nerdy holders | 0 | 841,000 |
Other current liabilities | 9,128,000 | 7,473,000 |
Total Current Liabilities | 35,005,000 | 41,909,000 |
Other liabilities | 15,112,000 | 39,431,000 |
Total Liabilities | 50,117,000 | 81,340,000 |
Stockholders’ Equity | ||
Additional paid-in capital | 506,963,000 | 490,220,000 |
Accumulated deficit | (447,858,000) | (439,708,000) |
Accumulated other comprehensive (loss) income | (7,000) | 136,000 |
Total Stockholders’ Equity Excluding Noncontrolling Interests | 59,114,000 | 50,663,000 |
Noncontrolling interests | 44,414,000 | 45,142,000 |
Total Stockholders’ Equity | 103,528,000 | 95,805,000 |
Total Liabilities and Stockholders’ Equity | 153,645,000 | 177,145,000 |
Class A Common Stock | ||
Stockholders’ Equity | ||
Common stock | 9,000 | 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 | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (16,470) | $ (6,062) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation & amortization | 2,861 | 2,629 |
Amortization of intangibles | 308 | 536 |
Unrealized gain on derivatives | (26,294) | 0 |
Gain on extinguishment of debt | 0 | (8,395) |
Stock-based compensation | 23,344 | 1,004 |
Amortization of deferred debt charges | 0 | 335 |
Other changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable, net | 2,484 | (967) |
Decrease (increase) in other current assets | 1,119 | (435) |
Decrease in other assets | 580 | 11 |
(Decrease) increase in accounts payable | (270) | 119 |
Increase in other current liabilities | 248 | 65 |
Decrease in other liabilities | (653) | (102) |
(Decrease) increase in deferred revenue | (7,448) | 425 |
Net Cash Used In Operating Activities | (20,191) | (10,837) |
Cash Flows From Investing Activities | ||
Capital expenditures | (2,714) | (2,115) |
Net Cash Used In Investing Activities | (2,714) | (2,115) |
Cash Flows From Financing Activities | ||
Payments to legacy Nerdy holders | (767) | 0 |
Payments of reverse recapitalization costs | 0 | (1,606) |
Other | (70) | 0 |
Net Cash Used In Financing Activities | (837) | (1,606) |
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash | (13) | 11 |
Net Decrease in Cash, Cash Equivalents, and Restricted Cash | (23,755) | (14,547) |
Cash, Cash equivalents, and Restricted Cash, Beginning of Year | 145,879 | 30,682 |
Cash, Cash Equivalents, and Restricted Cash, End of Period | 122,124 | 16,135 |
Supplemental Cash Flow Information | ||
Purchase of fixed assets included in accounts payable | 0 | 79 |
Software developed or obtained for internal use | ||
Supplemental Cash Flow Information | ||
Stock-based compensation included in capitalized internal use software | $ 1,168 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Preferred/Common Units | Preferred/Common Units Class A Preferred Units | Preferred/Common Units Class A-1 Preferred Units | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | Class A Common Stock Common Stock | Class B Common Stock Common Stock |
Beginning balance, preferred (in units) at Dec. 31, 2020 | 5,060 | 5,007 | ||||||||
Beginning of period (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 Earnings (Loss) | (6,062) | |||||||||
Net loss | (6,062) | (6,062) | ||||||||
Stock-based compensation | 1,004 | 1,004 | ||||||||
Foreign currency translation | 50 | 50 | ||||||||
Ending balance, preferred (in units) at Jun. 30, 2021 | 5,060 | 5,007 | ||||||||
End of period (in units) at Jun. 30, 2021 | 54,761 | |||||||||
Ending balance, members' equity at Jun. 30, 2021 | (403,469) | $ 86 | $ 3,309 | $ 3,398 | 7,837 | (418,445) | 346 | |||
Beginning balance, preferred (in units) at Mar. 31, 2021 | 5,060 | 5,007 | ||||||||
Beginning of period (in units) at Mar. 31, 2021 | 54,761 | |||||||||
Beginning balance, members' equity at Mar. 31, 2021 | (403,651) | $ 86 | $ 3,309 | $ 3,398 | 7,335 | (418,109) | 330 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Earnings (Loss) | (336) | |||||||||
Net loss | (336) | (336) | ||||||||
Stock-based compensation | 502 | 502 | ||||||||
Foreign currency translation | 16 | 16 | ||||||||
Ending balance, preferred (in units) at Jun. 30, 2021 | 5,060 | 5,007 | ||||||||
End of period (in units) at Jun. 30, 2021 | 54,761 | |||||||||
Ending balance, members' equity at Jun. 30, 2021 | (403,469) | $ 86 | $ 3,309 | $ 3,398 | 7,837 | (418,445) | 346 | |||
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 Earnings (Loss) | (16,470) | (8,150) | (8,320) | |||||||
Net loss | 0 | |||||||||
Stock-based compensation | 24,518 | 22,420 | 2,098 | |||||||
Foreign currency translation | (256) | (143) | (113) | |||||||
Activity under stock compensation plans (in shares) | 1,710 | 477 | ||||||||
Activity under stock compensation plans | (69) | (70) | $ 1 | |||||||
Conversion of combined interests into Class A common stock (in shares) | 5,849 | (5,849) | ||||||||
Conversion of combined interests into Class A common stock | 0 | 3,005 | (3,005) | |||||||
Rebalancing of ownership percentage between controlling and noncontrolling interests | 0 | (8,612) | 8,612 | |||||||
Ending balance, common (in shares) at Jun. 30, 2022 | 91,472 | 68,615 | ||||||||
Ending balance, stockholders' equity at Jun. 30, 2022 | 103,528 | 506,963 | (447,858) | (7) | 44,414 | $ 9 | $ 7 | |||
Beginning balance, common (in shares) at Mar. 31, 2022 | 84,677 | 74,264 | ||||||||
Beginning balance, stockholders' equity at Mar. 31, 2022 | 77,037 | 497,270 | (456,553) | 97 | 36,208 | $ 8 | $ 7 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net Earnings (Loss) | 15,277 | 8,695 | 6,582 | |||||||
Net loss | 0 | |||||||||
Stock-based compensation | 11,417 | 9,723 | 1,694 | |||||||
Foreign currency translation | (183) | (104) | (79) | |||||||
Activity under stock compensation plans (in shares) | 946 | 200 | ||||||||
Activity under stock compensation plans | (20) | (21) | $ 1 | |||||||
Conversion of combined interests into Class A common stock (in shares) | 5,849 | (5,849) | ||||||||
Conversion of combined interests into Class A common stock | 0 | 3,005 | (3,005) | |||||||
Rebalancing of ownership percentage between controlling and noncontrolling interests | 0 | (3,014) | 3,014 | |||||||
Ending balance, common (in shares) at Jun. 30, 2022 | 91,472 | 68,615 | ||||||||
Ending balance, stockholders' equity at Jun. 30, 2022 | $ 103,528 | $ 506,963 | $ (447,858) | $ (7) | $ 44,414 | $ 9 | $ 7 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 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 earnings (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 June 30, 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 are 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 June 30, 2022 and December 31, 2021, the Company holds 36 of the total Earnouts issued in connection with the Reverse Recapitalization. As of June 30, 2022, Legacy Nerdy Holders owned 65,257 OpCo Units, excluding Earnouts, equal to a 42.9% of the economic interest in Nerdy LLC, and 65,257 shares of Class B Common Stock, excluding Earnouts, which represents 42.9% of the combined voting power of Nerdy Inc., excluding Earnouts. As of June 30, 2022, the public stockholders of Nerdy Inc., including certain Legacy Nerdy Holders, (i) owned 86,830 shares of Class A Common Stock, excluding earnouts, which represents 57.1% 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 86,830 OpCo Units, indirectly hold 57.1% of the economic interest in Nerdy LLC. In connection with the Reverse Recapitalization, Nerdy LLC incurred expenses of $830 and $4,664 during the three and six months ended June 30, 2021. Of the total costs incurred during the three months ended June 30, 2021, $340 were recorded as “General and administrative expenses” in the Condensed Consolidated Statement of Operations and $490 were recorded as a reduction of “Additional paid-in capital” at the Closing of the Reverse Recapitalization. Of the total costs incurred during the six months ended June 30, 2021, $2,386 were recorded as “General and administrative expenses” in the Condensed Consolidated Statement of Operations and $2,278 were recorded as a reduction of “Additional paid-in capital” at the Closing of the Reverse Recapitalization. Of the expenses that were recorded as a reduction of “Additional paid-in capital” at the Closing of the Reverse Recapitalization, $1,606 were paid by Nerdy LLC during the six months ended June 30, 2021. Nerdy LLC did not record any transaction expenses related to the Reverse Recapitalization during the three and six months ended June 30, 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 and six months ended June 30, 2021, $336 and $6,062 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 periods 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 and six months ended June 30, 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 and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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. This ASU 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. This ASU 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 (loss) 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 FASB issued ASU 2016-02, “Leases (Topic 842).” This ASU 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. This ASU 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). Additionally, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. For additional information, see Note 13. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS As of June 30, 2022, Legacy Nerdy Holders owned 65,257 OpCo Units, excluding Earnouts, equal to 42.9% of the economic interest in Nerdy LLC, and 65,257 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 57.1% and 52.9% of the outstanding OpCo Units as of June 30, 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 and six months ended June 30, 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 and six months ended June 30, 2022. OpCo Units of Nerdy LLC were not outstanding during the three and six months ended June 30, 2021. As Of and For The Three Months Ended As Of and For The Six Months Ended OpCo Units Nerdy Inc. Beginning of period 80,035 79,271 Conversion of Combined Interests into Class A Common Stock 5,849 5,849 Vesting of equity awards 946 1,710 End of period 86,830 86,830 Legacy Nerdy Holders Beginning of period 70,906 70,629 Conversion of Combined Interests into Class A Common Stock (5,849) (5,849) Vesting of equity awards 200 477 End of period 65,257 65,257 Total Beginning of period 150,941 149,900 Conversion of Combined Interests into Class A Common Stock — — Vesting of equity awards 1,146 2,187 End of period 152,087 152,087 Ownership Percentage Nerdy Inc. Beginning of period 53.0 % 52.9 % End of period 57.1 % 57.1 % Legacy Nerdy Holders Beginning of period 47.0 % 47.1 % End of period 42.9 % 42.9 % |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table presents the Company’s revenue by service category for the periods presented. Three Months Ended Six Months Ended 2022 % 2021 % 2022 % 2021 % One-on-one $ 35,972 85 % $ 28,800 88 % $ 75,011 84 % $ 59,660 89 % Class and group 5,488 13 % 2,560 8 % 11,842 13 % 4,410 6 % Other (a) 726 2 % 1,426 4 % 2,258 3 % 3,281 5 % Revenue $ 42,186 100 % $ 32,786 100 % $ 89,111 100 % $ 67,351 100 % (a) Other consists of the legacy Veritas Prep LLC business and EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) and other services. Contract liabilities are reported within “Deferred revenue” on the Company’s Condensed Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the performance obligations have been completed. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances. June 30, December 31, Accounts receivable, net $ 2,837 $ 5,321 Deferred revenue $ 22,557 $ 30,005 “Accounts receivable, net”, is reported net of reserves of $543 and $477 as of June 30, 2022 and December 31, 2021, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions. The taxes related to these foreign jurisdictions were immaterial for the three and six months ended June 30, 2022. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of June 30, 2022. The effective tax rate was 0.00% and (0.08)% for the three and six months ended June 30, 2022, respectively. The effective tax rates in both periods differed significantly from the statutory rates primarily as a result of changes in the valuation allowance and income tax expense (benefit) attributable to the NCI. Income tax expense reported for the six months ended June 30, 2022 represents amounts owed to state authorities. For the 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net earnings (loss) per share of Class A Common Stock for the three and six months ended June 30, 2022, the periods 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 earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented for the three and six months ended June 30, 2022. Earnouts do not participate in earnings or losses, but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share is computed using the two-class method. Under the two-class method, net earnings attributable to Class A Common Stock are allocated to Class A Common Stock and Earnouts as if all of the net earnings for the period had been distributed. As discussed in Note 1, the Company recast Historical Nerdy LLC Equity as Nerdy Inc. common equity for the three and six months ended June 30, 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 and six months ended June 30, 2021 and is not presented. Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings (loss) 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 earnings (loss) attributable to Class A Common Stockholders for diluted earnings (loss) per share” is adjusted for the Nerdy Inc.’s share of Nerdy LLC’s consolidated net earnings (loss), net of Nerdy Inc. taxes, after giving effect to dilutive securities. In addition, “Net earnings (loss) attributable to Class A Common Stockholders for diluted earnings (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. Three Months Ended Six Months Ended Net Earnings (Loss) Attributable to Class A Common Stockholders $ 8,695 $ (8,150) Less: Undistributed net earnings attributable to participating securities 440 — Net earnings (loss) attributable to Class A Common Stockholders for basic earnings (loss) per share $ 8,255 $ (8,150) Add: Reallocation of net earnings attributable to Class A Common Stockholders as a result of the impact of dilutive securities (a) 16 — Add: Reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the impact of dilutive securities (b) 9 — Net earnings (loss) attributable to Class A Common Stockholders for diluted earnings (loss) per share $ 8,280 $ (8,150) Weighted-average shares for basic earnings (loss) per share 86,373 83,018 Effect of dilutive securities: Stock appreciation rights 766 — Restricted stock units 1,461 — Total dilutive securities 2,227 — Weighted-average shares of Class A Common Stock for diluted earnings (loss) per share 88,600 83,018 Basic earnings (loss) per share of Class A Common Stock $ 0.10 $ (0.10) Diluted earnings (loss) per share of Class A Common Stock $ 0.09 $ (0.10) (a) For the three months ended June 30, 2022, the reallocation of net earnings attributable to Class A Common Stockholders as a result of the dilutive impact of restricted stock awards, stock appreciation rights, and restricted stock units for diluted earnings per share was $(76), $31, and $61, respectively. The underlying equity of restricted stock awards is Class B Common Stock, and therefore, net earnings is reallocated away from the Class A Common Stockholders and to the NCI for diluted earnings per share after giving effect to the dilutive impact of restricted stock awards. (b) For the three months ended June 30, 2022, the reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the dilutive impact of restricted stock awards, stock appreciation rights, and restricted stock units for diluted earnings per share was $4, $2, and $3, respectively. The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings (loss) per share for the periods presented as they were anti-dilutive. Three Months Ended Six Months Ended Stock options 1,084 1,084 Stock appreciation rights 5,116 6,916 Restricted stock awards 83 1,556 Restricted stock units 7,428 18,278 Restricted stock units - founder’s award 9,258 9,258 Warrants 19,311 19,311 Earnouts 7,964 7,964 Combined Interests that can be converted into shares of Class A Common Stock 65,257 65,257 |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6 Months Ended |
Jun. 30, 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. June 30, December 31, June 30, December 31, Cash and cash equivalents $ 120,976 $ 143,964 $ 14,718 $ 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 $ 122,124 $ 145,879 $ 16,135 $ 30,682 The Company includes amounts in restricted cash required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of its corporate office leases and cash deposits due to Legacy Nerdy Holders. As of June 30, 2022 and December 31, 2021, the Company reported cash deposits of zero and $767, respectively, due to Legacy Nerdy Holders in exchange for their Historical Nerdy LLC Equity as “Other current assets” on the Condensed Consolidated Balance Sheets. |
FIXED ASSETS, NET
FIXED ASSETS, NET | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | FIXED ASSETS, NET June 30, December 31, Fixed assets $ 32,297 $ 28,467 Accumulated depreciation (20,600) (17,749) $ 11,697 $ 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 Six Months Ended Statement of Operations Location 2022 2021 2022 2021 Amortization expense related to capitalized internal use software Cost of revenue $ 1,169 $ 1,112 $ 2,333 $ 2,245 Depreciation expense General and administrative expenses 270 200 528 384 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET June 30, 2022 December 31, 2021 Carrying Amount Accum. Amort. Net Amount Carrying Amount Accum. Amort. Net Amount Trade names $ 6,073 $ (2,205) $ 3,868 $ 6,073 $ (1,913) $ 4,160 Foreign currency translation adjustment (109) 118 9 252 16 $ 268 $ 5,964 $ (2,087) $ 3,877 $ 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 Six Months Ended Statement of Operations Location 2022 2021 2022 2021 Amortization expense related to intangible assets General and administrative expenses $ 151 $ 268 $ 308 $ 536 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 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 Sheets. At both June 30, 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 June 30, December 31, Non-employee Warrants Other liabilities $ 5,766 $ 17,210 Non-employee Earnouts Other liabilities 6,616 21,466 $ 12,382 $ 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 and six months ended June 30, 2022. The Company did not have derivative instruments outstanding during the three and six months ended June 30, 2021. Statement of Operations Location Three Months Ended Six Months Ended Non-employee Warrants Unrealized gain on derivatives $ (16,607) $ (11,444) Non-employee Earnouts Unrealized gain on derivatives (20,729) (14,850) $ (37,336) $ (26,294) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 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.” June 30, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 5,766 $ 2,714 $ 3,052 $ — $ 17,210 $ 8,100 $ 9,110 $ — Non-employee Earnouts 6,616 — — 6,616 21,466 — — 21,466 $ 12,382 $ 2,714 $ 3,052 $ 6,616 $ 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 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 gain on non-employee Earnouts (14,850) Balance, June 30, 2022 $ 6,616 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. June 30, December 31, Expected term (in years) 4.23 4.72 Stock price $2.13 $4.50 Expected stock price volatility 70.0% 65.0% Risk-free interest rate 3.0% 1.2% Expected Dividends —% —% Fair Value (per earnout) $0.86 $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 and six months ended June 30, 2022 or 2021. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT CARES Act Promissory Note On April 16, 2020, Nerdy LLC applied for and received a promissory note (the “Promissory Note”) under the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) in the amount of $8,293. The Promissory Note was scheduled to mature on April 16, 2022 and bore a 1.00% interest rate. Nerdy LLC applied for forgiveness of the Promissory Note and on June 30, 2021, Nerdy LLC received notice from the Small Business Administration (the “SBA”) that the Promissory Note and accrued interest of $102 was forgiven in full. In connection with the forgiveness of the Promissory Note, Nerdy LLC recorded a gain of $8,395, which was reported as “Gain on extinguishment of debt” in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 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 14 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 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 Statements of Operations. Variable lease expense and sublease income are included in “General and administrative expenses” in the Condensed Consolidated Statements 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. June 30, ROU assets Other assets $ 3,576 Lease liabilities: Other current liabilities $ 1,675 Other liabilities 2,545 Total lease liabilities $ 4,220 The following table presents maturities of the Company’s operating lease liabilities as of June 30, 2022, presented under ASC Topic 842. June 30, Remaining 2022 $ 897 2023 1,622 2024 1,273 2025 644 2026 — Thereafter — Total future minimum payments $ 4,436 Less: Implied interest 216 Total lease liabilities $ 4,220 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 Six Months Ended Statement of Operations Location 2022 2021 (a) 2022 2021 (a) Operating lease expense General and administrative expenses $ 385 $ 263 $ 770 $ 530 Variable lease expense General and administrative expenses 33 — 50 — Sublease income General and administrative expenses (250) (104) (500) (207) (a) Rent expense and sublease income as reported under ASC Topic 840. As of June 30, 2022, the weighted-average remaining lease term and the weighted-average IBR of the Company’s operating leases was approximately 2.56 years and 3.09%, respectively. Operating cash flows for amounts included in the measurement of the Company’s operating lease liabilities were $733 for the six months ended June 30, 2022. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2022, and there was no liability reported on the Condensed Consolidated Balance sheet as of June 30, 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 Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) 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 operating agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. 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 six months ended June 30, 2022, the Company amended the Tax Receivable Agreement to, among other things, 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. As of June 30, 2022, Nerdy Inc. has not recognized a liability of $108,024 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy’s LLC future taxable income. Nerdy Inc. did not make any payments to the TRA Holders under the Tax Receivable Agreement during the three and six months ended June 30, 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 June 30, 2022, Nerdy Inc. would recognize an additional deferred tax asset of approximately $67,094 and an additional Tax Receivable Agreement liability of approximately $59,382, assuming (i) a price of $2.13 per share (the closing price of the Company’s Class A Common Stock as of June 30, 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 | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
REDEEMABLE PREFERRED’ UNITS OF NERDY LLC | REDEEMABLE PREFERRED UNITS OF NERDY LLC For the three and six months ended June 30, 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 Units 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 and six months ended June 30, 2021. The Company recast the historical Nerdy LLC redeemable preferred units outstanding for the periods 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 As Of and For The Six Months Ended Class B Units, value Beginning of period and end of period $ 259,638 $ 259,638 Class C Units, value Beginning of period and end of period $ 119,158 $ 119,158 Class B Units, units Beginning of period and end of period 25,920 25,920 Class C Units, units Beginning of period and end of period 11,895 11,895 |
RECENTLY ISSUED AND ADOPTED A_2
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued/Recently Adopted | Recently Issued In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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. This ASU 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. This ASU 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 (loss) 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 FASB issued ASU 2016-02, “Leases (Topic 842).” This ASU 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. This ASU 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). Additionally, the Company provides expanded disclosures related to its leasing arrangements in accordance with these ASUs. For additional information, see Note 13. |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2022. OpCo Units of Nerdy LLC were not outstanding during the three and six months ended June 30, 2021. As Of and For The Three Months Ended As Of and For The Six Months Ended OpCo Units Nerdy Inc. Beginning of period 80,035 79,271 Conversion of Combined Interests into Class A Common Stock 5,849 5,849 Vesting of equity awards 946 1,710 End of period 86,830 86,830 Legacy Nerdy Holders Beginning of period 70,906 70,629 Conversion of Combined Interests into Class A Common Stock (5,849) (5,849) Vesting of equity awards 200 477 End of period 65,257 65,257 Total Beginning of period 150,941 149,900 Conversion of Combined Interests into Class A Common Stock — — Vesting of equity awards 1,146 2,187 End of period 152,087 152,087 Ownership Percentage Nerdy Inc. Beginning of period 53.0 % 52.9 % End of period 57.1 % 57.1 % Legacy Nerdy Holders Beginning of period 47.0 % 47.1 % End of period 42.9 % 42.9 % |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [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 Six Months Ended 2022 % 2021 % 2022 % 2021 % One-on-one $ 35,972 85 % $ 28,800 88 % $ 75,011 84 % $ 59,660 89 % Class and group 5,488 13 % 2,560 8 % 11,842 13 % 4,410 6 % Other (a) 726 2 % 1,426 4 % 2,258 3 % 3,281 5 % Revenue $ 42,186 100 % $ 32,786 100 % $ 89,111 100 % $ 67,351 100 % (a) Other consists of the legacy Veritas Prep LLC business and EduNation Limited, a company incorporated in England and Wales (“First Tutors UK”) and other services. |
Schedule of Accounts Receivable | The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances. June 30, December 31, Accounts receivable, net $ 2,837 $ 5,321 Deferred revenue $ 22,557 $ 30,005 |
Schedule of Deferred Revenue | The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances. June 30, December 31, Accounts receivable, net $ 2,837 $ 5,321 Deferred revenue $ 22,557 $ 30,005 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 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 earnings (loss) per share of Class A Common Stock for the three and six months ended June 30, 2022, the periods 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 earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented for the three and six months ended June 30, 2022. Earnouts do not participate in earnings or losses, but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share is computed using the two-class method. Under the two-class method, net earnings attributable to Class A Common Stock are allocated to Class A Common Stock and Earnouts as if all of the net earnings for the period had been distributed. As discussed in Note 1, the Company recast Historical Nerdy LLC Equity as Nerdy Inc. common equity for the three and six months ended June 30, 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 and six months ended June 30, 2021 and is not presented. Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings (loss) 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 earnings (loss) attributable to Class A Common Stockholders for diluted earnings (loss) per share” is adjusted for the Nerdy Inc.’s share of Nerdy LLC’s consolidated net earnings (loss), net of Nerdy Inc. taxes, after giving effect to dilutive securities. In addition, “Net earnings (loss) attributable to Class A Common Stockholders for diluted earnings (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. Three Months Ended Six Months Ended Net Earnings (Loss) Attributable to Class A Common Stockholders $ 8,695 $ (8,150) Less: Undistributed net earnings attributable to participating securities 440 — Net earnings (loss) attributable to Class A Common Stockholders for basic earnings (loss) per share $ 8,255 $ (8,150) Add: Reallocation of net earnings attributable to Class A Common Stockholders as a result of the impact of dilutive securities (a) 16 — Add: Reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the impact of dilutive securities (b) 9 — Net earnings (loss) attributable to Class A Common Stockholders for diluted earnings (loss) per share $ 8,280 $ (8,150) Weighted-average shares for basic earnings (loss) per share 86,373 83,018 Effect of dilutive securities: Stock appreciation rights 766 — Restricted stock units 1,461 — Total dilutive securities 2,227 — Weighted-average shares of Class A Common Stock for diluted earnings (loss) per share 88,600 83,018 Basic earnings (loss) per share of Class A Common Stock $ 0.10 $ (0.10) Diluted earnings (loss) per share of Class A Common Stock $ 0.09 $ (0.10) (a) For the three months ended June 30, 2022, the reallocation of net earnings attributable to Class A Common Stockholders as a result of the dilutive impact of restricted stock awards, stock appreciation rights, and restricted stock units for diluted earnings per share was $(76), $31, and $61, respectively. The underlying equity of restricted stock awards is Class B Common Stock, and therefore, net earnings is reallocated away from the Class A Common Stockholders and to the NCI for diluted earnings per share after giving effect to the dilutive impact of restricted stock awards. (b) For the three months ended June 30, 2022, the reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the dilutive impact of restricted stock awards, stock appreciation rights, and restricted stock units for diluted earnings per share was $4, $2, and $3, respectively. |
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 (loss) per share for the periods presented as they were anti-dilutive. Three Months Ended Six Months Ended Stock options 1,084 1,084 Stock appreciation rights 5,116 6,916 Restricted stock awards 83 1,556 Restricted stock units 7,428 18,278 Restricted stock units - founder’s award 9,258 9,258 Warrants 19,311 19,311 Earnouts 7,964 7,964 Combined Interests that can be converted into shares of Class A Common Stock 65,257 65,257 |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 6 Months Ended |
Jun. 30, 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. June 30, December 31, June 30, December 31, Cash and cash equivalents $ 120,976 $ 143,964 $ 14,718 $ 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 $ 122,124 $ 145,879 $ 16,135 $ 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. June 30, December 31, June 30, December 31, Cash and cash equivalents $ 120,976 $ 143,964 $ 14,718 $ 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 $ 122,124 $ 145,879 $ 16,135 $ 30,682 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | June 30, December 31, Fixed assets $ 32,297 $ 28,467 Accumulated depreciation (20,600) (17,749) $ 11,697 $ 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 Six Months Ended Statement of Operations Location 2022 2021 2022 2021 Amortization expense related to capitalized internal use software Cost of revenue $ 1,169 $ 1,112 $ 2,333 $ 2,245 Depreciation expense General and administrative expenses 270 200 528 384 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Intangible Assets, Net | June 30, 2022 December 31, 2021 Carrying Amount Accum. Amort. Net Amount Carrying Amount Accum. Amort. Net Amount Trade names $ 6,073 $ (2,205) $ 3,868 $ 6,073 $ (1,913) $ 4,160 Foreign currency translation adjustment (109) 118 9 252 16 $ 268 $ 5,964 $ (2,087) $ 3,877 $ 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 Six Months Ended Statement of Operations Location 2022 2021 2022 2021 Amortization expense related to intangible assets General and administrative expenses $ 151 $ 268 $ 308 $ 536 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, December 31, Non-employee Warrants Other liabilities $ 5,766 $ 17,210 Non-employee Earnouts Other liabilities 6,616 21,466 $ 12,382 $ 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 and six months ended June 30, 2022. The Company did not have derivative instruments outstanding during the three and six months ended June 30, 2021. Statement of Operations Location Three Months Ended Six Months Ended Non-employee Warrants Unrealized gain on derivatives $ (16,607) $ (11,444) Non-employee Earnouts Unrealized gain on derivatives (20,729) (14,850) $ (37,336) $ (26,294) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 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.” June 30, 2022 December 31, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 5,766 $ 2,714 $ 3,052 $ — $ 17,210 $ 8,100 $ 9,110 $ — Non-employee Earnouts 6,616 — — 6,616 21,466 — — 21,466 $ 12,382 $ 2,714 $ 3,052 $ 6,616 $ 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 gain on non-employee Earnouts (14,850) Balance, June 30, 2022 $ 6,616 |
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. June 30, December 31, Expected term (in years) 4.23 4.72 Stock price $2.13 $4.50 Expected stock price volatility 70.0% 65.0% Risk-free interest rate 3.0% 1.2% Expected Dividends —% —% Fair Value (per earnout) $0.86 $2.80 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease | The following table presents the balance sheet location of the Company’s operating leases. June 30, ROU assets Other assets $ 3,576 Lease liabilities: Other current liabilities $ 1,675 Other liabilities 2,545 Total lease liabilities $ 4,220 |
Schedule of Operating Lease Liabilities, Maturity | The following table presents maturities of the Company’s operating lease liabilities as of June 30, 2022, presented under ASC Topic 842. June 30, Remaining 2022 $ 897 2023 1,622 2024 1,273 2025 644 2026 — Thereafter — Total future minimum payments $ 4,436 Less: Implied interest 216 Total lease liabilities $ 4,220 |
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 Six Months Ended Statement of Operations Location 2022 2021 (a) 2022 2021 (a) Operating lease expense General and administrative expenses $ 385 $ 263 $ 770 $ 530 Variable lease expense General and administrative expenses 33 — 50 — Sublease income General and administrative expenses (250) (104) (500) (207) (a) Rent expense and sublease income as reported under ASC Topic 840. |
REDEEMABLE PREFERRED_ UNITS O_2
REDEEMABLE PREFERRED’ UNITS OF NERDY LLC (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Changes to Class B and C Units | As Of and For The Three Months Ended As Of and For The Six Months Ended Class B Units, value Beginning of period and end of period $ 259,638 $ 259,638 Class C Units, value Beginning of period and end of period $ 119,158 $ 119,158 Class B Units, units Beginning of period and end of period 25,920 25,920 Class C Units, units Beginning of period and end of period 11,895 11,895 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 shares | Sep. 20, 2021 manager $ / shares shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Warrants held by Nerdy Inc. (in shares) | 22,000 | 22,000 | 22,000 | 22,000 | ||||
Earnouts held by Nerdy Inc. (in shares) | 36,000 | 36,000 | 36,000 | 36,000 | ||||
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization | $ | $ 0 | $ (336,000) | $ 0 | $ (6,062,000) | ||||
Exchange ratio in reverse recapitalization | 0.64 | 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) | 152,087,000 | 152,087,000 | 150,941,000 | 152,087,000 | 149,900,000 | |||
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 | 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 | $ | $ 830,000 | $ 4,664,000 | ||||||
Payment of transaction expense | $ | $ 0 | $ 0 | 1,606,000 | |||||
Nerdy LLC | Other Assets | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Reverse recapitalization, transaction expense | $ | 490,000 | 2,278,000 | ||||||
Nerdy LLC | General and administrative expenses | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Reverse recapitalization, transaction expense | $ | $ 340,000 | $ 2,386,000 | ||||||
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 | 1 | |||||
Nerdy Inc. | Nerdy LLC | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Common units, outstanding (in units) | 86,830,000 | 86,830,000 | 80,035,000 | 86,830,000 | 79,271,000 | |||
Economic interest, LLC ownership percentage | 57.10% | 53% | 57.10% | 52.90% | ||||
Legacy Nerdy Holders | Nerdy LLC | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Common units, outstanding (in units) | 65,257,000 | 65,257,000 | 70,906,000 | 65,257,000 | 70,629,000 | |||
Economic interest, LLC ownership percentage | 42.90% | 47% | 42.90% | 47.10% | ||||
Warrant To Purchase Class A Common Stock | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Outstanding, warrants (in shares) | 17,281,000 | |||||||
OpCo Warrants | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Exercise price of warrants or rights (in usd per share) | $ / shares | $ 11.50 | |||||||
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) | 86,830,000 | 86,830,000 | 86,830,000 | |||||
Economic interest, LLC ownership percentage | 57.10% | |||||||
Class A Common Stock | Legacy Nerdy Holders | Nerdy Inc. | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Economic interest, Company ownership percentage | 100% | 100% | 100% | |||||
Class A Common Stock | Warrant To Purchase Class A Common Stock | ||||||||
Schedule of Organization And Business Operations Plan [Line Items] | ||||||||
Right to purchase common stock in private placement (in shares) | 1 | |||||||
Exercise price of warrants or rights (in usd per share) | $ / shares | $ 11.50 | |||||||
Class A Common Stock | 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 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) | 65,257,000 | 65,257,000 | 65,257,000 | 70,629,000 | ||||
Economic interest, LLC ownership percentage | 42.90% | |||||||
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 |
RECENTLY ISSUED AND ADOPTED A_3
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Franchisor Disclosure [Line Items] | ||
Other assets | $ 3,576 | |
Total lease liabilities | $ 4,220 | |
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 | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Jun. 30, 2022 shares | Dec. 31, 2021 shares | |
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 | 1 | ||
Nerdy LLC | |||||
Noncontrolling Interest [Line Items] | |||||
Common units | 152,087 | 152,087 | 150,941 | 152,087 | 149,900 |
Nerdy LLC | Legacy Nerdy Holders | |||||
Noncontrolling Interest [Line Items] | |||||
Common units | 65,257 | 65,257 | 70,906 | 65,257 | 70,629 |
Economic interest, LLC ownership percentage | 42.90% | 47% | 42.90% | 47.10% | |
Nerdy LLC | Legacy Nerdy Holders | Class B Common Stock | |||||
Noncontrolling Interest [Line Items] | |||||
Common units | 65,257 | 65,257 | 65,257 | 70,629 | |
Economic interest, LLC ownership percentage | 42.90% | ||||
Nerdy LLC | Nerdy Inc. | |||||
Noncontrolling Interest [Line Items] | |||||
Common units | 86,830 | 86,830 | 80,035 | 86,830 | 79,271 |
Economic interest, LLC ownership percentage | 57.10% | 53% | 57.10% | 52.90% | |
Nerdy LLC | Nerdy Inc. | Class A Common Stock | |||||
Noncontrolling Interest [Line Items] | |||||
Common units | 86,830 | 86,830 | 86,830 | ||
Economic interest, LLC ownership percentage | 57.10% |
Noncontrolling Interest - Chang
Noncontrolling Interest - Changes in Ownership of OpCo Units in Nerdy LLC (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Member Units | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning of period (in units) | 54,761 | |||
Member Units | Nerdy LLC | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Vesting of Equity Awards (in units) | 1,146 | 2,187 | ||
Nerdy LLC | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning of period (in units) | 150,941 | 149,900 | 149,900 | |
End of period (in units) | 152,087 | 150,941 | 152,087 | 149,900 |
Issuance of OpCo Units (in units) | 0 | 0 | ||
Nerdy LLC | Nerdy Inc. | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning of period (in units) | 80,035 | 79,271 | 79,271 | |
End of period (in units) | 86,830 | 80,035 | 86,830 | 79,271 |
Ownership Percentage, Beginning and End of period | 57.10% | 53% | 57.10% | 52.90% |
Issuance of OpCo Units (in units) | 5,849 | 5,849 | ||
Nerdy LLC | Legacy Nerdy Holders | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning of period (in units) | 70,906 | 70,629 | 70,629 | |
End of period (in units) | 65,257 | 70,906 | 65,257 | 70,629 |
Ownership Percentage, Beginning and End of period | 42.90% | 47% | 42.90% | 47.10% |
Issuance of OpCo Units (in units) | (5,849) | (5,849) | ||
Nerdy Inc. | Member Units | Nerdy LLC | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Vesting of Equity Awards (in units) | 946 | 1,710 | ||
Legacy Nerdy Holders | Member Units | Nerdy LLC | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Vesting of Equity Awards (in units) | 200 | 477 |
REVENUE - Revenue by Service (D
REVENUE - Revenue by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 42,186 | $ 32,786 | $ 89,111 | $ 67,351 |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 42,186 | $ 32,786 | $ 89,111 | $ 67,351 |
% | 100% | 100% | 100% | 100% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | One-on-one | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 35,972 | $ 28,800 | $ 75,011 | $ 59,660 |
% | 85% | 88% | 84% | 89% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Class and group | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 5,488 | $ 2,560 | $ 11,842 | $ 4,410 |
% | 13% | 8% | 13% | 6% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 726 | $ 1,426 | $ 2,258 | $ 3,281 |
% | 2% | 4% | 3% | 5% |
REVENUE - Accounts receivable,
REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 2,837 | $ 5,321 |
Deferred revenue | $ 22,557 | $ 30,005 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net, reserves | $ 543 | $ 477 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0% | (0.08%) |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net Earnings (Loss) Attributable to Class A Common Stockholders | $ 8,695 | $ 0 | $ (8,150) | $ 0 |
Less: Undistributed net earnings attributable to participating securities | 440 | 0 | ||
Net earnings (loss) attributable to Class A Common Stockholders for basic earnings (loss) per share | 8,255 | (8,150) | ||
Add: Reallocation of net earnings attributable to Class A Common Stockholders as a result of the impact of dilutive securities | 16 | 0 | ||
Add: Reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the impact of dilutive securities | 9 | 0 | ||
Net earnings (loss) attributable to Class A Common Stockholders for diluted earnings (loss) per share | $ 8,280 | $ (8,150) | ||
Weighted-average shares for basic earnings (loss) per share (in shares) | 86,373 | 0 | 83,018 | 0 |
Total dilutive securities (in shares) | 2,227 | 0 | ||
Weighted-average shares of Class A Common Stock for diluted earnings (loss) per share (in shares) | 88,600 | 0 | 83,018 | 0 |
Basic earnings (loss) per share of Class A Common Stock (in dollars per share) | $ 0.10 | $ 0 | $ (0.10) | $ 0 |
Diluted earnings (loss) per share of Class A Common Stock (in dollars per share) | $ 0.09 | $ 0 | $ (0.10) | $ 0 |
Stock appreciation rights | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Add: Reallocation of net earnings attributable to Class A Common Stockholders as a result of the impact of dilutive securities | $ 31 | |||
Add: Reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the impact of dilutive securities | $ 2 | |||
Total dilutive securities (in shares) | 766 | 0 | ||
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Add: Reallocation of net earnings attributable to Class A Common Stockholders as a result of the impact of dilutive securities | $ 61 | |||
Add: Reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the impact of dilutive securities | $ 3 | |||
Total dilutive securities (in shares) | 1,461 | 0 | ||
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Add: Reallocation of net earnings attributable to Class A Common Stockholders as a result of the impact of dilutive securities | $ (76) | |||
Add: Reallocation of undistributed net earnings from participating securities to Class A Common Stockholders as a result of the impact of dilutive securities | $ 4 |
EARNINGS (LOSS) PER SHARE - Exc
EARNINGS (LOSS) PER SHARE - Exclude From Weighted-average Shares For Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 1,084 | 1,084 |
Stock appreciation rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 5,116 | 6,916 |
Restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 83 | 1,556 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 7,428 | 18,278 |
Restricted stock units - founder’s award | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 9,258 | 9,258 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 19,311 | 19,311 |
Earnouts | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 7,964 | 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) | 65,257 | 65,257 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 120,976 | $ 143,964 | $ 14,718 | $ 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 | $ 122,124 | $ 145,879 | $ 16,135 | $ 30,682 |
CASH, CASH EQUIVALENTS AND RE_4
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 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 | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||||
Fixed assets | $ 32,297 | $ 32,297 | $ 28,467 | ||
Accumulated depreciation | (20,600) | (20,600) | (17,749) | ||
Fixed assets, net | 11,697 | 11,697 | $ 10,718 | ||
Amortization expense | 1,169 | $ 1,112 | 2,333 | $ 2,245 | |
Depreciation | $ 270 | $ 200 | $ 528 | $ 384 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Trade name, Carrying Amount | $ 6,073 | $ 6,073 | $ 6,073 | ||
Trade names, Accum. Amort. | (2,205) | (2,205) | (1,913) | ||
Trade names, Net Amount | 3,868 | 3,868 | 4,160 | ||
Foreign currency translation adjustment, Carrying Amount | (109) | (109) | 252 | ||
Foreign currency translation adjustment, Accum. Amort. | 118 | 118 | 16 | ||
Foreign currency translation adjustment, Net Amount | 9 | 9 | 268 | ||
Carrying Amount | 5,964 | 5,964 | 6,325 | ||
Accum. Amort. | (2,087) | (2,087) | (1,897) | ||
Net Amount | 3,877 | 3,877 | $ 4,428 | ||
Amortization of intangibles | $ 151 | $ 268 | $ 308 | $ 536 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - contract contract in Thousands | Jun. 30, 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 | Jun. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 12,382 | $ 38,676 |
Non-employee Warrants | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 5,766 | 17,210 |
Non-employee Earnouts | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 6,616 | $ 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivatives [Line Items] | ||||
Unrealized gain on derivatives | $ 37,336 | $ 0 | $ 26,294 | $ 0 |
Unrealized gain on derivatives | ||||
Derivatives [Line Items] | ||||
Unrealized gain on derivatives | (37,336) | (26,294) | ||
Non-employee Warrants | Unrealized gain on derivatives | ||||
Derivatives [Line Items] | ||||
Unrealized gain on derivatives | (16,607) | (11,444) | ||
Non-employee Earnouts | Unrealized gain on derivatives | ||||
Derivatives [Line Items] | ||||
Unrealized gain on derivatives | $ (20,729) | $ (14,850) |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | $ 12,382 | $ 38,676 |
Non-employee Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 5,766 | 17,210 |
Non-employee Earnouts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 6,616 | 21,466 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 2,714 | 8,100 |
Level 1 | Non-employee Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 2,714 | 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 | 3,052 | 9,110 |
Level 2 | Non-employee Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 3,052 | 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 | 6,616 | 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 | $ 6,616 | $ 21,466 |
FAIR VALUE MEASUREMENTS - Activ
FAIR VALUE MEASUREMENTS - Activity Measured on a Recurring Basis (Details) - Non-employee Earnouts $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 21,466 |
Mark-to-market gain on non-employee Earnouts | (14,850) |
Beginning balance | $ 6,616 |
FAIR VALUE MEASUREMENTS - Assum
FAIR VALUE MEASUREMENTS - Assumptions Used in Measurement of Earnouts (Details) - Non-employee Earnouts | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.23 | 4.72 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.13 | 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 | 0.030 | 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 | 0.86 | 2.80 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Apr. 16, 2020 | |
Debt Instrument [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ 0 | $ 8,395 | $ 0 | $ 8,395 | ||
Nerdy LLC | CARES Note | Notes Payable, Other Payables | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 8,293 | |||||
Interest rate, stated percentage | 1% | |||||
Accrued interest forgiven in full | $ 102 | |||||
Gain (loss) on extinguishment of debt | $ 8,395 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) agreement | Jan. 01, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of finance lease agreements | agreement | 0 | |
Other assets | $ 3,576 | |
Total lease liabilities | $ 4,220 | |
Weighted average remaining lease term | 2 years 6 months 21 days | |
Incremental borrowing rate | 3.09% | |
Operating lease, payments | $ 733 | |
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 | 14 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 | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Other assets | $ 3,576 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets |
Lease liabilities: | |
Other current liabilities | $ 1,675 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities |
Other liabilities | $ 2,545 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities |
Total lease liabilities | $ 4,220 |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liability, Maturity (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Remaining 2022 | $ 897 |
2023 | 1,622 |
2024 | 1,273 |
2025 | 644 |
2026 | 0 |
Thereafter | 0 |
Total future minimum payments | 4,436 |
Less: Implied interest | 216 |
Total lease liabilities | $ 4,220 |
LEASES - Future Minimum Rental
LEASES - Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 385 | $ 263 | $ 770 | $ 530 |
Variable lease expense | 33 | 0 | 50 | 0 |
Sublease income | $ (250) | $ (104) | $ (500) | $ (207) |
RELATED PARTIES - Narrative (De
RELATED PARTIES - Narrative (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 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% | |
Remaining net cash savings percentage | 15% | |
Potential tax receivable agreement liability | $ 108,024,000 | |
Deferred tax asset recognized if all units are exchanged | 67,094,000 | |
Tax receivable agreement liability recognized in exchange | $ 59,382,000 | |
Assumption, price per share in exchange (in dollars per share) | $ 2.13 | |
Assumption, federal income tax rate at time of exchange | 24.60% |
REDEEMABLE PREFERRED_ UNITS O_3
REDEEMABLE PREFERRED’ UNITS OF NERDY LLC - Narrative (Details) | Jun. 30, 2021 |
Equity [Abstract] | |
Exchange ratio in reverse recapitalization | 0.64 |
REDEEMABLE PREFERRED_ UNITS O_4
REDEEMABLE PREFERRED’ UNITS OF NERDY LLC - Schedule of Unit Activity (Details) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Class B Redeemable Preferred Units | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning of period and end of period (in shares) | $ 259,638 | $ 259,638 |
Beginning of period and end of period (in shares) | $ 259,638 | $ 259,638 |
Beginning of period and end of period (in shares) | 25,920 | 25,920 |
Beginning of period and end of period (in shares) | 25,920 | 25,920 |
Class C Redeemable Preferred Units | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning of period and end of period (in shares) | $ 119,158 | $ 119,158 |
Beginning of period and end of period (in shares) | $ 119,158 | $ 119,158 |
Beginning of period and end of period (in shares) | 11,895 | 11,895 |
Beginning of period and end of period (in shares) | 11,895 | 11,895 |