Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 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 | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | NRDY | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 98,019,731 | |
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 $11.50 per share | |
Trading Symbol | NRDY-WT | |
Security Exchange Name | NYSE | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,241,655 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 49,180 | $ 46,925 |
Cost of revenue | 15,290 | 14,152 |
Gross Profit | 33,890 | 32,773 |
Sales and marketing expenses | 15,560 | 22,946 |
General and administrative expenses | 29,700 | 30,509 |
Operating Loss | (11,370) | (20,682) |
Unrealized loss on derivatives, net | 21,682 | 11,042 |
Interest income | (833) | (7) |
Other expense, net | 11 | 17 |
Loss before Income Taxes | (32,230) | (31,734) |
Income tax expense | 23 | 13 |
Net Loss | (32,253) | (31,747) |
Net loss attributable to noncontrolling interests | (13,322) | (14,902) |
Net Loss Attributable to Class A Common Stockholders | $ (18,931) | $ (16,845) |
Loss per share of Class A Common Stock: | ||
Basic (in dollars per share) | $ (0.21) | $ (0.21) |
Diluted ( in dollars per share) | $ (0.21) | $ (0.21) |
Weighted-Average Shares of Class A Common Stock Outstanding: | ||
Basic (in shares) | 91,776 | 79,619 |
Diluted (in shares) | 91,776 | 79,619 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (32,253) | $ (31,747) |
Foreign currency translation adjustments | 34 | (73) |
Total Comprehensive Loss | (32,219) | (31,820) |
Comprehensive loss attributable to noncontrolling interests | (13,308) | (14,936) |
Total Comprehensive Loss Attributable to Class A Common Stockholders | $ (18,911) | $ (16,884) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 96,520 | $ 90,715 |
Accounts receivable, net | 6,333 | 11,596 |
Other current assets | 4,182 | 5,345 |
Total Current Assets | 107,035 | 107,656 |
Fixed assets, net | 12,456 | 12,504 |
Goodwill | 5,717 | 5,717 |
Intangible assets, net | 3,465 | 3,574 |
Other assets | 2,884 | 3,241 |
Total Assets | 131,557 | 132,692 |
Current Liabilities | ||
Accounts payable | 4,148 | 3,199 |
Deferred revenue | 22,254 | 25,539 |
Other current liabilities | 9,157 | 8,593 |
Total Current Liabilities | 35,559 | 37,331 |
Other liabilities | 35,594 | 14,311 |
Total Liabilities | 71,153 | 51,642 |
Stockholders’ Equity | ||
Additional paid-in capital | 529,410 | 522,031 |
Accumulated deficit | (494,038) | (475,107) |
Accumulated other comprehensive income (loss) | 8 | (12) |
Total Stockholders’ Equity Excluding Noncontrolling Interests | 35,397 | 46,928 |
Noncontrolling interests | 25,007 | 34,122 |
Total Stockholders’ Equity | 60,404 | 81,050 |
Total Liabilities and Stockholders’ Equity | 131,557 | 132,692 |
Class A common stock | ||
Stockholders’ Equity | ||
Common stock | 10 | 9 |
Class B common stock | ||
Stockholders’ Equity | ||
Common stock | $ 7 | $ 7 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (32,253) | $ (31,747) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation & amortization | 1,553 | 1,422 |
Amortization of intangibles | 150 | 157 |
Unrealized loss on derivatives, net | 21,682 | 11,042 |
Non-cash stock-based compensation expense | 11,049 | 12,490 |
Other changes in operating assets and liabilities: | ||
Decrease in accounts receivable, net | 5,263 | 841 |
Decrease in other current assets | 1,163 | 575 |
Decrease in other assets | 357 | 344 |
Increase in accounts payable | 949 | 2,503 |
(Decrease) increase in deferred revenue | (3,285) | 804 |
Increase in other current liabilities | 686 | 1,764 |
Decrease in other liabilities | (520) | (1,126) |
Net Cash Provided By (Used In) Operating Activities | 6,794 | (931) |
Cash Flows From Investing Activities | ||
Capital expenditures | (982) | (1,264) |
Net Cash Used In Investing Activities | (982) | (1,264) |
Cash Flows From Financing Activities | ||
Payments to legacy Nerdy holders | 0 | (767) |
Other | 0 | (49) |
Net Cash Used In Financing Activities | 0 | (816) |
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash | (7) | (5) |
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash | 5,805 | (3,016) |
Cash, Cash equivalents, and Restricted Cash, Beginning of Year | 91,547 | 145,879 |
Cash, Cash Equivalents, and Restricted Cash, End of Period | 97,352 | 142,863 |
Supplemental Cash Flow Information | ||
Purchase of fixed assets included in accounts payable | 0 | 88 |
Software developed or obtained for internal use | ||
Supplemental Cash Flow Information | ||
Non-cash stock-based compensation included in capitalized internal use software | $ 524 | $ 606 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Parent | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Class A common stock Common Stock | Class B common stock Common Stock |
Beginning balance, stockholders' equity at Dec. 31, 2021 | $ 490,220 | $ (439,708) | $ 136 | $ 45,142 | $ 8 | $ 7 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Non-cash stock-based compensation | 12,697 | 404 | ||||||
Activity under stock compensation plans | (49) | |||||||
Rebalancing of ownership percentage between controlling and the noncontrolling interests | (5,598) | 5,598 | ||||||
Net loss | $ (31,747) | (16,845) | (14,902) | |||||
Foreign currency translation adjustments | (73) | (39) | (34) | |||||
Ending balance, stockholders' equity at Mar. 31, 2022 | 77,037 | $ 40,829 | 497,270 | (456,553) | 97 | 36,208 | $ 8 | $ 7 |
Beginning balance, common (in shares) at Dec. 31, 2021 | 83,913 | 73,987 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Activity under stock compensation plans (in shares) | 764 | 277 | ||||||
Ending balance, common (in shares) at Mar. 31, 2022 | 84,677 | 74,264 | ||||||
Beginning balance, stockholders' equity at Dec. 31, 2022 | 81,050 | 522,031 | (475,107) | (12) | 34,122 | $ 9 | $ 7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Non-cash stock-based compensation | 11,247 | 326 | ||||||
Activity under stock compensation plans | (1) | 1 | ||||||
Conversion of combined interests into Class A common stock | 181 | (181) | ||||||
Rebalancing of ownership percentage between controlling and the noncontrolling interests | (4,048) | 4,048 | ||||||
Net loss | (32,253) | (18,931) | (13,322) | |||||
Foreign currency translation adjustments | 34 | 20 | 14 | |||||
Ending balance, stockholders' equity at Mar. 31, 2023 | $ 60,404 | $ 35,397 | $ 529,410 | $ (494,038) | $ 8 | $ 25,007 | $ 10 | $ 7 |
Beginning balance, common (in shares) at Dec. 31, 2022 | 95,296 | 69,306 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Activity under stock compensation plans (in shares) | 2,130 | 452 | ||||||
Conversion of combined interests into Class A common stock (in shares) | 500 | (500) | ||||||
Ending balance, common (in shares) at Mar. 31, 2023 | 97,926 | 69,258 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022. 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, 2022, filed with the SEC on February 28, 2023. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year. Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities (“TPG Pace”) and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including its flagship business Varsity Tutors LLC (“Varsity Tutors”). 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. Nerdy Inc. has the following classes of securities issued and outstanding: (i) Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), (ii) Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), and (iii) 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 (as defined below), have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy 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. Nerdy LLC has the following securities issued and outstanding: (i) units (the “OpCo Units”) and (ii) 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)”). Members of Nerdy LLC are the legacy holders of Nerdy LLC historical common and preferred equity (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. The Private Placement Warrants, the Public Warrants, the FPA Warrants, and the OpCo Warrants are collectively referred to herein as the “Warrant(s).” At March 31, 2023 and December 31, 2022, the Company holds 22 of the total issued and outstanding Warrants. Of the total shares and units issued and outstanding, 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 March 31, 2023 and December 31, 2022, the Company holds 36 of the total issued and outstanding Earnouts. 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. The financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”). The Company has excluded Earnouts in the calculation of the |
RECENTLY ISSUED AND ADOPTED ACC
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2023 | |
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 August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The 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. The Company adopted this ASU on January 1, 2023 in accordance with the ASU. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS As of March 31, 2023, Legacy Nerdy Holders owned 65,900 OpCo Units, excluding Earnouts, equal to 41.4% of the economic interest in Nerdy LLC, and 65,900 shares of Class B Common Stock, excluding Earnouts. As of December 31, 2022, Legacy Nerdy Holders owned 65,948 OpCo Units, excluding Earnouts, equal to 42.1% of the economic interest in Nerdy LLC, and 65,948 shares of Class B Common Stock, excluding Earnouts. Nerdy Inc. owned 58.6% and 57.9% of the outstanding OpCo Units as of March 31, 2023 and December 31, 2022, respectively. For the three months ended March 31, 2023 and 2022, the financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net losses of Nerdy LLC, which the Legacy Nerdy Holders absorbed, were allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders was rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC. The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the periods presented. As Of and For The Three Months Ended 2023 2022 OpCo Units Nerdy Inc. Beginning of period 90,654 79,271 Vesting or exercise of equity awards 2,130 764 Conversion of Combined Interests into Class A Common Stock 500 — End of period 93,284 80,035 Legacy Nerdy Holders Beginning of period 65,948 70,629 Vesting or exercise of equity awards 452 277 Conversion of Combined Interests into Class A Common Stock (500) — End of period 65,900 70,906 Total Beginning of period 156,602 149,900 Vesting or exercise of equity awards 2,582 1,041 End of period 159,184 150,941 Ownership Percentage Nerdy Inc. Beginning of period 57.9 % 52.9 % End of period 58.6 % 53.0 % Legacy Nerdy Holders Beginning of period 42.1 % 47.1 % End of period 41.4 % 47.0 % |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table presents the Company’s revenue by business category for the periods presented. Three Months Ended 2023 % 2022 % Consumer $ 40,335 82 % $ 38,918 83 % Institutional 8,540 17 % 6,475 14 % Other (a) 305 1 % 1,532 3 % Revenue $ 49,180 100 % $ 46,925 100 % (a) Other consists of EduNation Limited, a company incorporated in England and Wales, and other services. Contract liabilities are reported within “Deferred revenue” on the Company’s Condensed Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the performance obligations have been completed. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented. March 31, December 31, Accounts receivable, net $ 6,333 $ 11,596 Deferred revenue $ 22,254 $ 25,539 “Accounts receivable, net” is reported net of reserves of $665 and $858 as of March 31, 2023 and December 31, 2022, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of March 31, 2023. The effective income tax rate was (0.07)% and (0.04)% for the three months ended March 31, 2023 and 2022, respectively. The effective income tax rates differed significantly from the statutory rates in both periods, primarily as a result of changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported for both the three months ended March 31, 2023 and 2022 represents amounts owed to state authorities. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Three Months Ended 2023 2022 Net Loss Attributable to Class A Common Stockholders $ (18,931) $ (16,845) Less: Undistributed net earnings attributable to participating securities — — Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (18,931) $ (16,845) Weighted-average shares of Class A Common Stock for basic and diluted loss per share 91,776 79,619 Basic and Diluted loss per share of Class A Common Stock $ (0.21) $ (0.21) The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share of Class A Common Stock for the periods presented as they were anti-dilutive. Three Months Ended 2023 2022 Stock options 974 3,297 Stock appreciation rights 6,417 7,092 Restricted stock awards 311 2,238 Restricted stock units 11,389 9,585 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 65,900 70,906 |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented. March 31, December 31, March 31, December 31, Cash and cash equivalents $ 96,520 $ 90,715 $ 141,715 $ 143,964 Restricted cash included in Other current assets 516 516 316 1,083 Restricted cash included in Other assets 316 316 832 832 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 97,352 $ 91,547 $ 142,863 $ 145,879 |
FIXED ASSETS, NET
FIXED ASSETS, NET | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | FIXED ASSETS, NET The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented. March 31, December 31, Fixed assets $ 37,439 $ 36,164 Accumulated depreciation (24,983) (23,660) $ 12,456 $ 12,504 The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2023 2022 Amortization expense related to capitalized internal use software Cost of revenue $ 1,297 $ 1,164 Depreciation expense General and administrative expenses 256 258 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET The Company’s intangibles assets consist entirely of trade names. The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented. March 31, 2023 December 31, 2022 Carrying amount $ 6,026 $ 5,956 Accumulated amortization (2,561) (2,382) $ 3,465 $ 3,574 The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2023 2022 Amortization expense related to intangible assets General and administrative expenses $ 150 $ 157 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 March 31, 2023 and December 31, 2022, the number of Warrants and Earnouts contracts issued and outstanding to non-employees was 19,122 and 7,655, respectively. The following table presents the balance sheet location and fair value of the Company’s derivative liability instruments on a gross basis, none of which are designated as hedging instruments under ASC Topic 815. Balance Sheet Location March 31, December 31, Non-employee Warrants Other liabilities $ 12,812 $ 4,398 Non-employee Earnouts Other liabilities 20,926 7,658 $ 33,738 $ 12,056 The following table presents the effects of the Company’s derivative instruments in Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2023 2022 Non-employee Warrants Unrealized loss on derivatives, net $ 8,414 $ 5,163 Non-employee Earnouts Unrealized loss on derivatives, net 13,268 5,879 $ 21,682 $ 11,042 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table represents the Company’s liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820, “Fair Value Measurement.” March 31, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 12,812 $ 6,030 $ 6,782 $ — $ 4,398 $ 2,070 $ 2,328 $ — Non-employee Earnouts 20,926 — — 20,926 7,658 — — 7,658 $ 33,738 $ 6,030 $ 6,782 $ 20,926 $ 12,056 $ 2,070 $ 2,328 $ 7,658 The Public Warrants issued to non-employees were valued using the market approach based upon the quoted market price of Nerdy Inc.’s Public Warrants at the end of each period and are categorized as Level 1. The Private Placement Warrants, FPA Warrants, and OpCo Warrants issued to non-employees were valued 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 categorized as Level 2. 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 is 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, 2022 $ 7,658 Mark-to-market loss on non-employee Earnouts 13,268 Balance, March 31, 2023 $ 20,926 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 expected stock-price volatility using the implied volatility from the Company’s Public Warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the non-employee Earnouts. The expected life of the non-employee Earnouts was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used to remeasure the fair value of outstanding non-employee Earnouts liabilities for the periods presented. March 31, December 31, Expected term (in years) 3.48 3.72 Stock price of Class A Common Stock $4.18 $2.25 Expected stock price volatility 83.0% 79.0% Risk-free interest rate 3.7% 4.1% Expected Dividends —% —% Fair Value (per Earnout) $2.73 $1.00 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 or goodwill during the three months ended March 31, 2023 or 2022. |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Tax Receivable Agreement Nerdy Inc. has a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) as a result of: (i) certain increases in tax basis that occur as a result of (A) the Reverse Recapitalization (including as a result of cash received in the Reverse Recapitalization and debt repayment occurring in connection with the Reverse Recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC operating agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. As of March 31, 2023, Nerdy Inc. has not recognized a liability of $110,575 under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement payments would be paid based on its estimates of Nerdy’s LLC future taxable income. Nerdy Inc. did not make any payments to the TRA Holders under the Tax Receivable Agreement during the three months ended March 31, 2023 or 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. |
RECENTLY ISSUED AND ADOPTED A_2
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued and Adopted Accounting Standards | Recently Issued In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The 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. The Company adopted this ASU on January 1, 2023 in accordance with the ASU. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Changes in Noncontrolling Interest | The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the periods presented. As Of and For The Three Months Ended 2023 2022 OpCo Units Nerdy Inc. Beginning of period 90,654 79,271 Vesting or exercise of equity awards 2,130 764 Conversion of Combined Interests into Class A Common Stock 500 — End of period 93,284 80,035 Legacy Nerdy Holders Beginning of period 65,948 70,629 Vesting or exercise of equity awards 452 277 Conversion of Combined Interests into Class A Common Stock (500) — End of period 65,900 70,906 Total Beginning of period 156,602 149,900 Vesting or exercise of equity awards 2,582 1,041 End of period 159,184 150,941 Ownership Percentage Nerdy Inc. Beginning of period 57.9 % 52.9 % End of period 58.6 % 53.0 % Legacy Nerdy Holders Beginning of period 42.1 % 47.1 % End of period 41.4 % 47.0 % |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Service Category | The following table presents the Company’s revenue by business category for the periods presented. Three Months Ended 2023 % 2022 % Consumer $ 40,335 82 % $ 38,918 83 % Institutional 8,540 17 % 6,475 14 % Other (a) 305 1 % 1,532 3 % Revenue $ 49,180 100 % $ 46,925 100 % (a) Other consists of EduNation Limited, a company incorporated in England and Wales, and other services. |
Schedule of Accounts Receivable | The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented. March 31, December 31, Accounts receivable, net $ 6,333 $ 11,596 Deferred revenue $ 22,254 $ 25,539 |
Schedule of Deferred Revenue | The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented. March 31, December 31, Accounts receivable, net $ 6,333 $ 11,596 Deferred revenue $ 22,254 $ 25,539 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Three Months Ended 2023 2022 Net Loss Attributable to Class A Common Stockholders $ (18,931) $ (16,845) Less: Undistributed net earnings attributable to participating securities — — Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (18,931) $ (16,845) Weighted-average shares of Class A Common Stock for basic and diluted loss per share 91,776 79,619 Basic and Diluted loss per share of Class A Common Stock $ (0.21) $ (0.21) |
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share of Class A Common Stock for the periods presented as they were anti-dilutive. Three Months Ended 2023 2022 Stock options 974 3,297 Stock appreciation rights 6,417 7,092 Restricted stock awards 311 2,238 Restricted stock units 11,389 9,585 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 65,900 70,906 |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented. March 31, December 31, March 31, December 31, Cash and cash equivalents $ 96,520 $ 90,715 $ 141,715 $ 143,964 Restricted cash included in Other current assets 516 516 316 1,083 Restricted cash included in Other assets 316 316 832 832 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 97,352 $ 91,547 $ 142,863 $ 145,879 |
Schedule of Restricted cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented. March 31, December 31, March 31, December 31, Cash and cash equivalents $ 96,520 $ 90,715 $ 141,715 $ 143,964 Restricted cash included in Other current assets 516 516 316 1,083 Restricted cash included in Other assets 316 316 832 832 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 97,352 $ 91,547 $ 142,863 $ 145,879 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented. March 31, December 31, Fixed assets $ 37,439 $ 36,164 Accumulated depreciation (24,983) (23,660) $ 12,456 $ 12,504 The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2023 2022 Amortization expense related to capitalized internal use software Cost of revenue $ 1,297 $ 1,164 Depreciation expense General and administrative expenses 256 258 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Intangible Assets, Net | The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented. March 31, 2023 December 31, 2022 Carrying amount $ 6,026 $ 5,956 Accumulated amortization (2,561) (2,382) $ 3,465 $ 3,574 The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2023 2022 Amortization expense related to intangible assets General and administrative expenses $ 150 $ 157 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Balance Sheet Location and Fair Value of Derivative Liability Instruments | The following table presents the balance sheet location and fair value of the Company’s derivative liability instruments on a gross basis, none of which are designated as hedging instruments under ASC Topic 815. Balance Sheet Location March 31, December 31, Non-employee Warrants Other liabilities $ 12,812 $ 4,398 Non-employee Earnouts Other liabilities 20,926 7,658 $ 33,738 $ 12,056 |
Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations | The following table presents the effects of the Company’s derivative instruments in Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Statement of Operations Location 2023 2022 Non-employee Warrants Unrealized loss on derivatives, net $ 8,414 $ 5,163 Non-employee Earnouts Unrealized loss on derivatives, net 13,268 5,879 $ 21,682 $ 11,042 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis | The following table represents the Company’s liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820, “Fair Value Measurement.” March 31, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Non-employee Warrants $ 12,812 $ 6,030 $ 6,782 $ — $ 4,398 $ 2,070 $ 2,328 $ — Non-employee Earnouts 20,926 — — 20,926 7,658 — — 7,658 $ 33,738 $ 6,030 $ 6,782 $ 20,926 $ 12,056 $ 2,070 $ 2,328 $ 7,658 |
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, 2022 $ 7,658 Mark-to-market loss on non-employee Earnouts 13,268 Balance, March 31, 2023 $ 20,926 |
Schedule of remeasuring the fair value of outstanding non-employee earnout shares liabilities | The following table presents the assumptions used to remeasure the fair value of outstanding non-employee Earnouts liabilities for the periods presented. March 31, December 31, Expected term (in years) 3.48 3.72 Stock price of Class A Common Stock $4.18 $2.25 Expected stock price volatility 83.0% 79.0% Risk-free interest rate 3.7% 4.1% Expected Dividends —% —% Fair Value (per Earnout) $2.73 $1.00 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Sep. 20, 2021 $ / shares shares | Mar. 31, 2023 shares | Dec. 31, 2022 shares |
Schedule of Organization And Business Operations Plan [Line Items] | |||
Warrants held by Nerdy Inc. (in shares) | 22,000 | 22,000 | |
Earnouts held by Nerdy Inc. (in shares) | 36,000 | 36,000 | |
Nerdy LLC | |||
Schedule of Organization And Business Operations Plan [Line Items] | |||
Ratio maintained between number of shares of Class A and Class B Common Stock | 1 | ||
Nerdy Inc. | |||
Schedule of Organization And Business Operations Plan [Line Items] | |||
Ratio maintained between number of shares of Class A and Class B Common Stock | 1 | ||
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 | ||
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, par value (in usd per share) | $ / shares | $ 0.0001 | ||
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, par value (in usd per share) | $ / shares | $ 0.0001 | ||
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 |
NONCONTROLLING INTERESTS - Narr
NONCONTROLLING INTERESTS - Narrative (Details) - Nerdy LLC - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||
Common units | 159,184 | 150,941 | 156,602 | 149,900 |
Legacy Nerdy Holders | ||||
Noncontrolling Interest [Line Items] | ||||
Common units | 65,900 | 70,906 | 65,948 | 70,629 |
Economic interest, LLC ownership percentage | 41.40% | 47% | 42.10% | 47.10% |
Legacy Nerdy Holders | Class B common stock | ||||
Noncontrolling Interest [Line Items] | ||||
Common units | 65,900 | 65,948 | ||
Nerdy Inc. | ||||
Noncontrolling Interest [Line Items] | ||||
Common units | 93,284 | 80,035 | 90,654 | 79,271 |
Economic interest, LLC ownership percentage | 58.60% | 53% | 57.90% | 52.90% |
NONCONTROLLING INTERESTS - Chan
NONCONTROLLING INTERESTS - Changes in Ownership of OpCo Units in Nerdy LLC (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Nerdy LLC | Member Units | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Vesting or exercise of equity awards (in shares) | 2,582 | 1,041 | ||
Nerdy LLC | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance, common (in shares) | 156,602 | 149,900 | 149,900 | |
Ending balance, common (in shares) | 159,184 | 150,941 | 156,602 | 149,900 |
Nerdy LLC | Nerdy Inc. | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance, common (in shares) | 90,654 | 79,271 | 79,271 | |
Conversion of combined interests into Class A Common Stock (in shares) | 500 | 0 | ||
Ending balance, common (in shares) | 93,284 | 80,035 | 90,654 | 79,271 |
Ownership percentage, beginning and end of period | 58.60% | 53% | 57.90% | 52.90% |
Nerdy LLC | Legacy Nerdy Holders | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance, common (in shares) | 65,948 | 70,629 | 70,629 | |
Conversion of combined interests into Class A Common Stock (in shares) | (500) | 0 | ||
Ending balance, common (in shares) | 65,900 | 70,906 | 65,948 | 70,629 |
Ownership percentage, beginning and end of period | 41.40% | 47% | 42.10% | 47.10% |
Legacy Nerdy Holders | Nerdy LLC | Member Units | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Vesting or exercise of equity awards (in shares) | 452 | 277 | ||
Nerdy Inc. | Nerdy LLC | Member Units | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Vesting or exercise of equity awards (in shares) | 2,130 | 764 |
REVENUE - Revenue by Service (D
REVENUE - Revenue by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 49,180 | $ 46,925 |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 49,180 | $ 46,925 |
Concentration risk, percentage | 100% | 100% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Consumer | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 40,335 | $ 38,918 |
Concentration risk, percentage | 82% | 83% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Institutional | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8,540 | $ 6,475 |
Concentration risk, percentage | 17% | 14% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 305 | $ 1,532 |
Concentration risk, percentage | 1% | 3% |
REVENUE - Accounts receivable,
REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 6,333 | $ 11,596 |
Deferred revenue | $ 22,254 | $ 25,539 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net, reserves | $ 665 | $ 858 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (0.07%) | (0.04%) |
LOSS PER SHARE - Schedule of Lo
LOSS PER SHARE - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Loss Attributable to Class A Common Stockholders | $ (18,931) | $ (16,845) |
Less: Undistributed net earnings attributable to participating securities | 0 | 0 |
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share | $ (18,931) | $ (16,845) |
Weighted-average shares of Class A Common Stock for basic loss per share (in shares) | 91,776 | 79,619 |
Weighted-average shares of Class A Common Stock for diluted loss per share (in shares) | 91,776 | 79,619 |
Basic loss per share of Class A Common Stock (in dollars per share) | $ (0.21) | $ (0.21) |
Diluted loss per share of Class A Common Stock (in dollars per share) | $ (0.21) | $ (0.21) |
LOSS PER SHARE - Exclude From W
LOSS PER SHARE - Exclude From Weighted-average Shares For Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 974 | 3,297 |
Stock appreciation rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 6,417 | 7,092 |
Restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 311 | 2,238 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 11,389 | 9,585 |
Restricted stock units - founder’s award | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares for diluted earnings (in shares) | 9,258 | 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) | 65,900 | 70,906 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 96,520 | $ 90,715 | $ 141,715 | $ 143,964 |
Restricted cash included in Other current assets | 516 | 516 | 316 | 1,083 |
Restricted cash included in Other assets | 316 | 316 | 832 | 832 |
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows | $ 97,352 | $ 91,547 | $ 142,863 | $ 145,879 |
FIXED ASSETS, NET - Schedule of
FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Fixed assets | $ 37,439 | $ 36,164 |
Accumulated depreciation | (24,983) | (23,660) |
Fixed assets, net | $ 12,456 | $ 12,504 |
FIXED ASSETS, NET - Amortizatio
FIXED ASSETS, NET - Amortization Expense Related to Capitalized Internal Use Software and Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Amortization expense related to capitalized internal use software | $ 1,297 | $ 1,164 |
Depreciation expense | $ 256 | $ 258 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Carrying amount | $ 6,026 | $ 5,956 | |
Accumulated amortization | (2,561) | (2,382) | |
Trade names, net amount | 3,465 | $ 3,574 | |
Amortization of intangibles | $ 150 | $ 157 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - contract contract in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Non-employee Warrants | ||
Derivatives, Fair Value [Line Items] | ||
Number of derivative instruments | 19,122 | 19,122 |
Non-employee Earnouts | ||
Derivatives, Fair Value [Line Items] | ||
Number of derivative instruments | 7,655 | 7,655 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Balance Sheet Location and Fair Value of Derivative Liability Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 33,738 | $ 12,056 |
Non-employee Warrants | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Derivative liabilities | $ 12,812 | $ 4,398 |
Non-employee Earnouts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Derivative liabilities | $ 20,926 | $ 7,658 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivatives [Line Items] | ||
Unrealized loss on derivatives, net | $ (21,682) | $ (11,042) |
Unrealized loss on derivatives, net | ||
Derivatives [Line Items] | ||
Unrealized loss on derivatives, net | 21,682 | 11,042 |
Non-employee Warrants | Unrealized loss on derivatives, net | ||
Derivatives [Line Items] | ||
Unrealized loss on derivatives, net | 8,414 | 5,163 |
Non-employee Earnouts | Unrealized loss on derivatives, net | ||
Derivatives [Line Items] | ||
Unrealized loss on derivatives, net | $ 13,268 | $ 5,879 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | $ 33,738 | $ 12,056 |
Non-employee Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 12,812 | 4,398 |
Non-employee Earnouts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 20,926 | 7,658 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 6,030 | 2,070 |
Level 1 | Non-employee Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 6,030 | 2,070 |
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 | 6,782 | 2,328 |
Level 2 | Non-employee Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 6,782 | 2,328 |
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 | 20,926 | 7,658 |
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 | $ 20,926 | $ 7,658 |
FAIR VALUE MEASUREMENTS - Activ
FAIR VALUE MEASUREMENTS - Activity Measured on a Recurring Basis (Details) - Non-employee Earnouts $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 7,658 |
Mark-to-market loss on non-employee Earnouts | 13,268 |
Ending balance | $ 20,926 |
FAIR VALUE MEASUREMENTS - Assum
FAIR VALUE MEASUREMENTS - Assumptions Used in Measurement of Earnouts (Details) - Non-employee Earnouts | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 3.48 | 3.72 |
Stock price of Class A Common Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.18 | 2.25 |
Expected stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.830 | 0.790 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.037 | 0.041 |
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 | 2.73 | 1 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - TRA Holders - Tax Receivable Agreement $ in Thousands | Mar. 31, 2023 USD ($) |
Related Party Transaction [Line Items] | |
Net cash savings percentage | 85% |
Remaining net cash savings percentage | 15% |
Potential tax receivable agreement liability | $ 110,575 |