Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-39595 | |
Entity Registrant Name | NERDY INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1499860 | |
Entity Address, Address Line One | 8001 Forsyth Blvd. | |
Entity Address, Address Line Two | Suite 1050 | |
Entity Address, City or Town | St. Louis | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 63105 | |
City Area Code | 314 | |
Local Phone Number | 412-1227 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | NRDY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001819404 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 112,608,847 | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 65,437,458 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 50,984 | $ 48,839 | $ 104,711 | $ 98,019 |
Cost of revenue | 17,497 | 14,740 | 34,709 | 30,030 |
Gross Profit | 33,487 | 34,099 | 70,002 | 67,989 |
Sales and marketing expenses | 15,537 | 14,859 | 32,929 | 30,419 |
General and administrative expenses | 33,179 | 29,713 | 65,155 | 59,413 |
Operating Loss | (15,229) | (10,473) | (28,082) | (21,843) |
Unrealized (gain) loss on derivatives, net | 0 | (4,198) | 0 | 17,484 |
Interest income | (879) | (783) | (1,765) | (1,616) |
Other expense, net | 10 | 5 | 35 | 16 |
Loss before Income Taxes | (14,360) | (5,497) | (26,352) | (37,727) |
Income tax expense | 38 | 53 | 61 | 76 |
Net Loss | (14,398) | (5,550) | (26,413) | (37,803) |
Net loss attributable to noncontrolling interests | (5,305) | (2,252) | (9,874) | (15,574) |
Net Loss Attributable to Class A Common Stockholders | $ (9,093) | $ (3,298) | $ (16,539) | $ (22,229) |
Loss per share of Class A Common Stock: | ||||
Basic (in dollars per share) | $ (0.08) | $ (0.03) | $ (0.15) | $ (0.24) |
Diluted ( in dollars per share) | $ (0.08) | $ (0.03) | $ (0.15) | $ (0.24) |
Weighted-Average Shares of Class A Common Stock Outstanding: | ||||
Basic (in shares) | 109,924 | 94,448 | 108,757 | 93,119 |
Diluted (in shares) | 109,924 | 94,448 | 108,757 | 93,119 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (14,398) | $ (5,550) | $ (26,413) | $ (37,803) |
Foreign currency translation adjustments | 2 | 31 | (8) | 65 |
Total Comprehensive Loss | (14,396) | (5,519) | (26,421) | (37,738) |
Comprehensive loss attributable to noncontrolling interests | (5,304) | (2,239) | (9,877) | (15,547) |
Total Comprehensive Loss Attributable to Class A Common Stockholders | $ (9,092) | $ (3,280) | $ (16,544) | $ (22,191) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 69,838 | $ 74,824 |
Accounts receivable, net | 7,245 | 15,398 |
Other current assets | 5,303 | 4,815 |
Total Current Assets | 82,386 | 95,037 |
Fixed assets, net | 17,006 | 16,388 |
Goodwill | 5,717 | 5,717 |
Intangible assets, net | 2,745 | 3,061 |
Other assets | 3,473 | 4,541 |
Total Assets | 111,327 | 124,744 |
Current Liabilities | ||
Accounts payable | 2,677 | 3,443 |
Deferred revenue | 11,082 | 20,480 |
Other current liabilities | 11,938 | 11,682 |
Total Current Liabilities | 25,697 | 35,605 |
Other liabilities | 3,080 | 3,533 |
Total Liabilities | 28,777 | 39,138 |
Stockholders’ Equity | ||
Additional paid-in capital | 583,948 | 567,709 |
Accumulated deficit | (531,820) | (515,281) |
Accumulated other comprehensive income | 26 | 31 |
Total Stockholders’ Equity Excluding Noncontrolling Interests | 52,172 | 52,477 |
Noncontrolling interests | 30,378 | 33,129 |
Total Stockholders’ Equity | 82,550 | 85,606 |
Total Liabilities and Stockholders’ Equity | 111,327 | 124,744 |
Class A common stock | ||
Stockholders’ Equity | ||
Common stock | 11 | 11 |
Class B common stock | ||
Stockholders’ Equity | ||
Common stock | $ 7 | $ 7 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (26,413) | $ (37,803) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation & amortization | 3,358 | 3,091 |
Amortization of intangibles | 305 | 302 |
Unrealized loss on derivatives, net | 0 | 17,484 |
Non-cash stock-based compensation expense | 22,426 | 21,180 |
Other changes in operating assets and liabilities: | ||
Decrease in accounts receivable, net | 8,153 | 6,423 |
(Increase) decrease in other current assets | (491) | 1,306 |
Decrease in other assets | 1,046 | 717 |
Decrease in accounts payable | (57) | (260) |
Decrease in deferred revenue | (9,398) | (9,841) |
Increase in other current liabilities | 51 | 719 |
Decrease in other liabilities | (215) | (1,039) |
Net Cash (Used in) Provided By Operating Activities | (1,235) | 2,279 |
Cash Flows From Investing Activities | ||
Capital expenditures | (3,755) | (2,049) |
Net Cash Used In Investing Activities | (3,755) | (2,049) |
Cash Flows From Financing Activities | ||
Net Cash Used In Financing Activities | 0 | 0 |
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash | 4 | (16) |
Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash | (4,986) | 214 |
Cash, Cash equivalents, and Restricted Cash, Beginning of Year | 75,140 | 91,547 |
Cash, Cash Equivalents, and Restricted Cash, End of Period | 70,154 | 91,761 |
Supplemental Cash Flow Information | ||
Purchase of fixed assets included in accounts payable | 10 | 0 |
Software developed or obtained for internal use | ||
Supplemental Cash Flow Information | ||
Non-cash stock-based compensation included in capitalized internal use software | $ 939 | $ 1,015 |
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 | Noncontrolling Interests | Class A common stock Common Stock | Class B common stock Common Stock |
Beginning balance, stockholders' equity at Dec. 31, 2022 | $ 522,031 | $ (475,107) | $ (12) | $ 34,122 | $ 9 | $ 7 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Non-cash stock-based compensation | 21,759 | 436 | ||||||
Activity under stock compensation plans | (1) | 1 | ||||||
Conversion of combined interests into Class A common stock | 304 | (304) | ||||||
Rebalancing of ownership percentage between controlling and the noncontrolling interests | (8,020) | 8,020 | ||||||
Net loss | $ (37,803) | (22,229) | (15,574) | |||||
Foreign currency translation adjustments | 65 | 38 | 27 | |||||
Ending balance, stockholders' equity at Jun. 30, 2023 | 65,507 | $ 38,780 | 536,073 | (497,336) | 26 | 26,727 | $ 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) | 4,169 | 548 | ||||||
Conversion of combined interests into Class A common stock (in shares) | 693 | (693) | ||||||
Ending balance, common (in shares) at Jun. 30, 2023 | 100,158 | 69,161 | ||||||
Beginning balance, stockholders' equity at Mar. 31, 2023 | 529,410 | (494,038) | 8 | 25,007 | $ 10 | $ 7 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Non-cash stock-based compensation | 10,512 | 110 | ||||||
Conversion of combined interests into Class A common stock | 123 | (123) | ||||||
Rebalancing of ownership percentage between controlling and the noncontrolling interests | (3,972) | 3,972 | ||||||
Net loss | (5,550) | (3,298) | (2,252) | |||||
Foreign currency translation adjustments | 31 | 18 | 13 | |||||
Ending balance, stockholders' equity at Jun. 30, 2023 | 65,507 | 38,780 | 536,073 | (497,336) | 26 | 26,727 | $ 10 | $ 7 |
Beginning balance, common (in shares) at Mar. 31, 2023 | 97,926 | 69,258 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Activity under stock compensation plans (in shares) | 2,039 | 96 | ||||||
Conversion of combined interests into Class A common stock (in shares) | 193 | (193) | ||||||
Ending balance, common (in shares) at Jun. 30, 2023 | 100,158 | 69,161 | ||||||
Beginning balance, stockholders' equity at Dec. 31, 2023 | 85,606 | 567,709 | (515,281) | 31 | 33,129 | $ 11 | $ 7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Non-cash stock-based compensation | 23,155 | 210 | ||||||
Conversion of combined interests into Class A common stock | 841 | (841) | ||||||
Rebalancing of ownership percentage between controlling and the noncontrolling interests | (7,757) | 7,757 | ||||||
Net loss | (26,413) | (16,539) | (9,874) | |||||
Foreign currency translation adjustments | (8) | (5) | (3) | |||||
Ending balance, stockholders' equity at Jun. 30, 2024 | 82,550 | 52,172 | 583,948 | (531,820) | 26 | 30,378 | $ 11 | $ 7 |
Beginning balance, common (in shares) at Dec. 31, 2023 | 106,416 | 67,256 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Activity under stock compensation plans (in shares) | 3,903 | 97 | ||||||
Conversion of combined interests into Class A common stock (in shares) | 1,926 | (1,926) | ||||||
Ending balance, common (in shares) at Jun. 30, 2024 | 112,245 | 65,427 | ||||||
Beginning balance, stockholders' equity at Mar. 31, 2024 | 575,495 | (522,727) | 25 | 32,368 | $ 11 | $ 7 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Non-cash stock-based compensation | 11,667 | 100 | ||||||
Conversion of combined interests into Class A common stock | 588 | (588) | ||||||
Rebalancing of ownership percentage between controlling and the noncontrolling interests | (3,802) | 3,802 | ||||||
Net loss | (14,398) | (9,093) | (5,305) | |||||
Foreign currency translation adjustments | 2 | 1 | 1 | |||||
Ending balance, stockholders' equity at Jun. 30, 2024 | $ 82,550 | $ 52,172 | $ 583,948 | $ (531,820) | $ 26 | $ 30,378 | $ 11 | $ 7 |
Beginning balance, common (in shares) at Mar. 31, 2024 | 109,002 | 66,674 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Activity under stock compensation plans (in shares) | 1,948 | 48 | ||||||
Conversion of combined interests into Class A common stock (in shares) | 1,295 | (1,295) | ||||||
Ending balance, common (in shares) at Jun. 30, 2024 | 112,245 | 65,427 |
BASIS OF PRESENTATION AND BACKG
BASIS OF PRESENTATION AND BACKGROUND | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND BACKGROUND | BASIS OF PRESENTATION AND BACKGROUND Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year. Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore, controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders (as defined below) are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”). Background Nerdy Inc. was formed on September 20, 2021 in connection with a business combination between TPG Pace Tech Opportunities and Live Learning Technologies LLC (along with its wholly-owned subsidiaries, “Nerdy LLC”). Nerdy LLC is a holding company that is the sole owner of multiple operating companies, including Varsity Tutors LLC (“Varsity Tutors”) and Varsity Tutors for Schools LLC (“Varsity Tutors for Schools”). As a result of the business combination and related transactions, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving such merger. Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow. Nerdy Inc. has the following classes of securities issued and outstanding: (i) Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and (ii) Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). The shares of Class B Common Stock are owned by the Legacy Nerdy Holders (as defined below), have voting rights only, and have no dividend or economic rights. The Company does not intend to list its Class B Common Stock on any stock exchange. Nerdy LLC has units issued and outstanding (the “OpCo Units”) to its members, the legacy holders of Nerdy LLC (the “Legacy Nerdy Holder(s)”) and Nerdy Inc. Nerdy Inc. and Nerdy LLC will at all times maintain a one-to-one ratio between the number of shares of Class A and Class B Common Stock issued by Nerdy Inc. and the number of OpCo Units issued by Nerdy LLC. |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | RECENTLY ISSUED ACCOUNTING STANDARDS The Company has considered all new accounting pronouncements and based on current information, has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on its results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit). In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing segment disclosures in ASC Topic 280. This ASU is effective for annual periods beginning after December 15, 2023 (i.e., Nerdy’s financial statements for the year ending December 31, 2024) and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU requires a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS As of June 30, 2024, Legacy Nerdy Holders owned 65,427 OpCo Units, equal to 36.8% of the economic interest in Nerdy LLC, and 65,427 shares of Class B Common Stock. As of December 31, 2023, Legacy Nerdy Holders owned 67,256 OpCo Units equal to 38.7% of the economic interest in Nerdy LLC, and 67,256 shares of Class B Common Stock. Nerdy Inc. owned 63.2% and 61.3% of the outstanding OpCo Units as of June 30, 2024 and December 31, 2023, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders were entitled to or required to absorb, was allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders was rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC. Prior to the earnout transaction in September 2023 (the Company’s third quarter), the Company excluded earnouts in the calculation of the ownership interests in Nerdy LLC as the earnouts were subject to forfeiture. The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding earnouts, for the periods presented. As Of and For The Three Months Ended As Of and For The Six Months Ended 2024 2023 2024 2023 OpCo Units Nerdy Inc. Beginning of period 109,002 93,284 106,416 90,654 Vesting or exercise of equity awards 1,948 2,039 3,903 4,169 Conversion of Combined Interests into Class A Common Stock 1,295 193 1,926 693 End of period 112,245 95,516 112,245 95,516 Legacy Nerdy Holders Beginning of period 66,674 65,900 67,256 65,948 Vesting or exercise of equity awards 48 96 97 548 Conversion of Combined Interests into Class A Common Stock (1,295) (193) (1,926) (693) End of period 65,427 65,803 65,427 65,803 Total Beginning of period 175,676 159,184 173,672 156,602 Vesting or exercise of equity awards 1,996 2,135 4,000 4,717 End of period 177,672 161,319 177,672 161,319 Ownership Percentage Nerdy Inc. Beginning of period 62.0 % 58.6 % 61.3 % 57.9 % End of period 63.2 % 59.2 % 63.2 % 59.2 % Legacy Nerdy Holders Beginning of period 38.0 % 41.4 % 38.7 % 42.1 % End of period 36.8 % 40.8 % 36.8 % 40.8 % |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table presents the Company’s revenue by business category for the periods presented. Three Months Ended Six Months Ended 2024 % 2023 % 2024 % 2023 % Consumer $ 39,716 78 % $ 40,296 82 % $ 81,318 77 % $ 80,631 82 % Institutional 11,135 21 % 8,354 17 % 23,022 22 % 16,894 17 % Other (a) 133 1 % 189 1 % 371 1 % 494 1 % Revenue $ 50,984 100 % $ 48,839 100 % $ 104,711 100 % $ 98,019 100 % (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. June 30, December 31, Accounts receivable, net $ 7,245 $ 15,398 Deferred revenue $ 11,082 $ 20,480 “Accounts receivable, net” is reported net of reserves of $623 and $544 as of June 30, 2024 and December 31, 2023, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Nerdy Inc. holds an economic interest in Nerdy LLC (see Notes 1 and 3), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. The Company continues to maintain a full valuation allowance against the deferred tax assets at Nerdy Inc. as of June 30, 2024. The effective income tax rate was (0.26)% and (0.23)% for the three and six months ended June 30, 2024, respectively, and (0.96)% and (0.20)% for the three and six months ended June 30, 2023, respectively. The effective income tax rates differed significantly from the statutory rates in both current and prior year periods, primarily as a result of changes in the valuation allowance and income tax benefit attributable to the NCI. Income tax expense reported in both current and prior year periods represents amounts owed to state authorities. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Three Months Ended Six Months Ended 2024 2023 2024 2023 Net Loss Attributable to Class A Common Stockholders $ (9,093) $ (3,298) $ (16,539) $ (22,229) Less: Undistributed net earnings attributable to participating securities — — — — Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (9,093) $ (3,298) $ (16,539) $ (22,229) Weighted-average shares of Class A Common Stock for basic and diluted loss per share 109,924 94,448 108,757 93,119 Basic and Diluted loss per share of Class A Common Stock $ (0.08) $ (0.03) $ (0.15) $ (0.24) 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 Six Months Ended 2024 2023 2024 2023 Stock options 1,939 1,503 1,939 1,503 Stock appreciation rights 5,721 6,062 5,721 6,062 Restricted stock awards 22 216 22 216 Restricted stock units 18,504 18,521 18,504 18,521 Restricted stock units - founder’s award 9,258 9,258 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 65,427 65,803 65,427 65,803 |
CASH, CASH EQUIVALENTS, AND RES
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 6 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented. June 30, December 31, June 30, December 31, Cash and cash equivalents $ 69,838 $ 74,824 $ 90,929 $ 90,715 Restricted cash included in Other current assets 184 184 516 516 Restricted cash included in Other assets 132 132 316 316 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 70,154 $ 75,140 $ 91,761 $ 91,547 The Company includes amounts in restricted cash required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of its office leases in Tempe, Arizona. |
FIXED ASSETS, NET
FIXED ASSETS, NET | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS, NET | FIXED ASSETS, NET The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented. June 30, December 31, Fixed assets $ 47,468 $ 43,494 Accumulated depreciation (30,462) (27,106) $ 17,006 $ 16,388 The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Six Months Ended Statement of Operations Location 2024 2023 2024 2023 Amortization expense related to capitalized internal use software Cost of revenue $ 1,490 $ 1,295 $ 2,882 $ 2,592 Depreciation expense General and administrative expenses 230 243 476 499 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET The Company’s intangible 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. June 30, December 31, 2023 Carrying amount $ 6,100 $ 6,122 Accumulated amortization (3,355) (3,061) $ 2,745 $ 3,061 The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Six Months Ended Statement of Operations Location 2024 2023 2024 2023 Amortization expense related to intangible assets General and administrative expenses $ 153 $ 152 $ 305 $ 302 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. Prior to the warrant and earnout transactions in September 2023 (the Company’s third quarter), the Company had issued and outstanding warrants and earnouts to non-employees. The warrants and earnouts held by non-employees were not in the scope of Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation” and were classified as derivative liabilities under ASC Topic 480, “Distinguishing Liabilities from Equity” or ASC Topic 815, “Derivatives and Hedging.” The following table presents the effects of the Company’s derivative instruments in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Six Months Ended Statement of Operations Location 2024 2023 2024 2023 Non-employee warrants Unrealized (gain) loss on derivatives, net $ — $ (2,333) $ — $ 6,081 Non-employee earnouts Unrealized (gain) loss on derivatives, net — (1,865) — 11,403 $ — $ (4,198) $ — $ 17,484 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. There were no fair value measurement adjustments recognized related to definite-lived assets or goodwill during the three and six months ended June 30, 2024 or 2023. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Tax Receivable Agreement Nerdy Inc. has a tax receivable agreement with certain Legacy Nerdy Holders (the “TRA Holder(s)”) (the “Tax Receivable Agreement”). The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) as a result of: (i) certain increases in tax basis that occur as a result of (A) the reverse recapitalization (including as a result of cash received in the Reverse Recapitalization and debt repayment occurring in connection with the reverse recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC operating agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. As of June 30, 2024, Nerdy Inc. has not recognized a liability of $117,399 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, 2024 or 2023. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within the statement of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings Independent Contractor Classification Matters The Company, through its consolidated subsidiaries, is subject to various legal and regulatory proceedings at the federal, state, and municipal levels challenging the classification of third-party Experts on its platform as independent contractors, and claims that, by the alleged misclassification, it has violated various labor and other laws that would apply to employees. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters. In 2019, a Complaint was filed in a Superior California Court against Varsity Tutors alleging that Varsity Tutors misclassified California tutors as independent contractors as opposed to employees in violation of the California Labor Code and seeking penalties and other remedies under California’s Private Attorneys General Act (“PAGA”). In October 2023, Varsity Tutors agreed to a tentative settlement in this matter that remains subject to Court approval (as required by PAGA), which is expected in the third or fourth quarter of 2024. No expense was recorded in the Condensed Consolidated Statements of Operations related to these matters for the three and six months ended June 30, 2024. The Company expensed $450 in the three and six months ended June 30, 2023, which was included in “General and administrative expenses” in the Condensed Consolidated Statements of Operations, related to this matter. At June 30, 2024 and December 31, 2023, the Company had accrued $2,000 for this matter, which was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets, respectively. Other The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, result of operations, or cash flows of the Company. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Loss Attributable to Class A Common Stockholders | $ (9,093) | $ (3,298) | $ (16,539) | $ (22,229) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 shares | Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the three months ended June 30, 2024, the adoption or termination of contracts, instructions, or written plans for the purchase or sale of our securities by a director or “officer,” as defined in Rule 16a-1(f) under the Exchange Act, each of which is intended to satisfy the affirmative defense conditions of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, were as follows: Name Title Action Date Adopted Expiration Aggregate Number of Securities to be Purchased or Sold Christopher Swenson (a) Chief Legal Officer Termination 3/15/2023 6/13/2024 204,000 Christopher Swenson (b) Chief Legal Officer Adoption 6/14/2024 2/12/2025 167,758 (a) Christopher Swenson, the Company's Chief Legal Officer, terminated a Rule 10b5-1 Plan on June 13, 2024. Mr. Swenson’s plan provided for the potential sale of up to 204,000 shares of the Company's Class A Common Stock. The plan was adopted on March 15, 2023, and was set to expire on June 25, 2024. (b) Christopher Swenson, the Company's Chief Legal Officer, entered into a Rule 10b5-1 Plan on June 14, 2024. Mr. Swenson’s plan provides for the potential sale of up to 167,758 shares of the Company's Class A Common Stock. The plan expires on February 12, 2025, or upon the earlier completion of all authorized transactions under the plan. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Christopher Swenson, 2023 Plan [Member] | Christopher Swenson [Member] | ||
Trading Arrangements, by Individual | ||
Name | Christopher Swenson (a) | |
Title | Chief Legal Officer | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | 6/13/2024 | |
Aggregate Available | 204,000 | 204,000 |
Christopher Swenson, 2024 Plan [Member] | Christopher Swenson [Member] | ||
Trading Arrangements, by Individual | ||
Name | Christopher Swenson (b) | |
Title | Chief Legal Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 6/14/2024 | |
Expiration Date | 2/12/2025 | |
Arrangement Duration | 243 days | |
Aggregate Available | 167,758 | 167,758 |
RECENTLY ISSUED ACCOUNTING ST_2
RECENTLY ISSUED ACCOUNTING STANDARDS (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States (the “U.S.”) Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Nerdy Inc. (herein referred to as “Nerdy,” the “Company,” “us,” “our,” or “we,” and unless otherwise stated or context otherwise indicates, all such references herein mean Nerdy and its consolidated subsidiaries) as of and for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income (loss), financial condition, cash flows, and stockholders’ equity (deficit) for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire year. Nerdy Inc., a member of Nerdy LLC (as defined below), has the right to appoint a majority of the managers of Nerdy LLC and therefore, controls Nerdy LLC. As a result, the financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders (as defined below) are entitled to or are required to absorb, are allocated to the noncontrolling interests (the “NCI”). |
Recently Issued Accounting Standards | In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 (i.e., Nerdy’s financial statements for the year ending December 31, 2025), with early adoption permitted. This ASU requires a prospective method of adoption, but allows for a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 updates reportable segment disclosure primarily by requiring disclosures of significant segment expenses, while also aligning interim and annual disclosure requirements under ASC Topic 280. Additionally, this requires a public entity that has a single reportable segment to provide all the disclosures required by this ASU and all existing segment disclosures in ASC Topic 280. This ASU is effective for annual periods beginning after December 15, 2023 (i.e., Nerdy’s financial statements for the year ending December 31, 2024) and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU requires a retrospective method of adoption. The Company is currently evaluating the impact of this ASU on its disclosures. |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Changes in Noncontrolling Interest | The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding earnouts, for the periods presented. As Of and For The Three Months Ended As Of and For The Six Months Ended 2024 2023 2024 2023 OpCo Units Nerdy Inc. Beginning of period 109,002 93,284 106,416 90,654 Vesting or exercise of equity awards 1,948 2,039 3,903 4,169 Conversion of Combined Interests into Class A Common Stock 1,295 193 1,926 693 End of period 112,245 95,516 112,245 95,516 Legacy Nerdy Holders Beginning of period 66,674 65,900 67,256 65,948 Vesting or exercise of equity awards 48 96 97 548 Conversion of Combined Interests into Class A Common Stock (1,295) (193) (1,926) (693) End of period 65,427 65,803 65,427 65,803 Total Beginning of period 175,676 159,184 173,672 156,602 Vesting or exercise of equity awards 1,996 2,135 4,000 4,717 End of period 177,672 161,319 177,672 161,319 Ownership Percentage Nerdy Inc. Beginning of period 62.0 % 58.6 % 61.3 % 57.9 % End of period 63.2 % 59.2 % 63.2 % 59.2 % Legacy Nerdy Holders Beginning of period 38.0 % 41.4 % 38.7 % 42.1 % End of period 36.8 % 40.8 % 36.8 % 40.8 % |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Service Category | The following table presents the Company’s revenue by business category for the periods presented. Three Months Ended Six Months Ended 2024 % 2023 % 2024 % 2023 % Consumer $ 39,716 78 % $ 40,296 82 % $ 81,318 77 % $ 80,631 82 % Institutional 11,135 21 % 8,354 17 % 23,022 22 % 16,894 17 % Other (a) 133 1 % 189 1 % 371 1 % 494 1 % Revenue $ 50,984 100 % $ 48,839 100 % $ 104,711 100 % $ 98,019 100 % (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. June 30, December 31, Accounts receivable, net $ 7,245 $ 15,398 Deferred revenue $ 11,082 $ 20,480 |
Schedule of Deferred Revenue | The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” reported on the Condensed Consolidated Balance Sheets for the periods presented. June 30, December 31, Accounts receivable, net $ 7,245 $ 15,398 Deferred revenue $ 11,082 $ 20,480 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Three Months Ended Six Months Ended 2024 2023 2024 2023 Net Loss Attributable to Class A Common Stockholders $ (9,093) $ (3,298) $ (16,539) $ (22,229) Less: Undistributed net earnings attributable to participating securities — — — — Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (9,093) $ (3,298) $ (16,539) $ (22,229) Weighted-average shares of Class A Common Stock for basic and diluted loss per share 109,924 94,448 108,757 93,119 Basic and Diluted loss per share of Class A Common Stock $ (0.08) $ (0.03) $ (0.15) $ (0.24) |
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 Six Months Ended 2024 2023 2024 2023 Stock options 1,939 1,503 1,939 1,503 Stock appreciation rights 5,721 6,062 5,721 6,062 Restricted stock awards 22 216 22 216 Restricted stock units 18,504 18,521 18,504 18,521 Restricted stock units - founder’s award 9,258 9,258 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 65,427 65,803 65,427 65,803 |
CASH, CASH EQUIVALENTS, AND R_2
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented. June 30, December 31, June 30, December 31, Cash and cash equivalents $ 69,838 $ 74,824 $ 90,929 $ 90,715 Restricted cash included in Other current assets 184 184 516 516 Restricted cash included in Other assets 132 132 316 316 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 70,154 $ 75,140 $ 91,761 $ 91,547 |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets to the Condensed Consolidated Statements of Cash Flows for the periods presented. June 30, December 31, June 30, December 31, Cash and cash equivalents $ 69,838 $ 74,824 $ 90,929 $ 90,715 Restricted cash included in Other current assets 184 184 516 516 Restricted cash included in Other assets 132 132 316 316 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 70,154 $ 75,140 $ 91,761 $ 91,547 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | The following table presents fixed assets and accumulated depreciation reported on the Condensed Consolidated Balance Sheets for the periods presented. June 30, December 31, Fixed assets $ 47,468 $ 43,494 Accumulated depreciation (30,462) (27,106) $ 17,006 $ 16,388 The following table presents amortization expense related to capitalized internal use software and depreciation expense reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Six Months Ended Statement of Operations Location 2024 2023 2024 2023 Amortization expense related to capitalized internal use software Cost of revenue $ 1,490 $ 1,295 $ 2,882 $ 2,592 Depreciation expense General and administrative expenses 230 243 476 499 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Intangible Assets, Net | The following table presents the carrying amount and accumulated amortization related to trade names reported on the Condensed Consolidated Balance Sheets for the periods presented. June 30, December 31, 2023 Carrying amount $ 6,100 $ 6,122 Accumulated amortization (3,355) (3,061) $ 2,745 $ 3,061 The following table presents amortization expense related to intangible assets reported in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Six Months Ended Statement of Operations Location 2024 2023 2024 2023 Amortization expense related to intangible assets General and administrative expenses $ 153 $ 152 $ 305 $ 302 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations | The following table presents the effects of the Company’s derivative instruments in the Condensed Consolidated Statements of Operations for the periods presented. Three Months Ended Six Months Ended Statement of Operations Location 2024 2023 2024 2023 Non-employee warrants Unrealized (gain) loss on derivatives, net $ — $ (2,333) $ — $ 6,081 Non-employee earnouts Unrealized (gain) loss on derivatives, net — (1,865) — 11,403 $ — $ (4,198) $ — $ 17,484 |
BASIS OF PRESENTATION AND BAC_2
BASIS OF PRESENTATION AND BACKGROUND (Details) | Jun. 30, 2024 | Sep. 20, 2021 $ / shares |
Nerdy LLC | ||
Schedule of Organization And Business Operations Plan [Line Items] | ||
Ratio maintained between number of shares of Class A and Class B Common Stock | 1 | |
Nerdy Inc. | ||
Schedule of Organization And Business Operations Plan [Line Items] | ||
Ratio maintained between number of shares of Class A and Class B Common Stock | 1 | |
Class A common stock | ||
Schedule of Organization And Business Operations Plan [Line Items] | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Class B common stock | ||
Schedule of Organization And Business Operations Plan [Line Items] | ||
Common stock, par value (in usd per share) | $ 0.0001 |
NONCONTROLLING INTERESTS - Narr
NONCONTROLLING INTERESTS - Narrative (Details) - Nerdy LLC - shares shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||||||||
Common units | 177,672 | 175,676 | 161,319 | 159,184 | 177,672 | 161,319 | 173,672 | 156,602 |
Legacy Nerdy Holders | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Common units | 65,427 | 66,674 | 65,803 | 65,900 | 65,427 | 65,803 | 67,256 | 65,948 |
Economic interest, LLC ownership percentage | 36.80% | 38% | 40.80% | 41.40% | 36.80% | 40.80% | 38.70% | 42.10% |
Legacy Nerdy Holders | Class B common stock | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Common units | 65,427 | 65,427 | 67,256 | |||||
Nerdy Inc. | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Common units | 112,245 | 109,002 | 95,516 | 93,284 | 112,245 | 95,516 | 106,416 | 90,654 |
Economic interest, LLC ownership percentage | 63.20% | 62% | 59.20% | 58.60% | 63.20% | 59.20% | 61.30% | 57.90% |
NONCONTROLLING INTERESTS - Chan
NONCONTROLLING INTERESTS - 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, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Member Units | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||
Vesting or exercise of equity awards (in shares) | 1,996 | 2,135 | 4,000 | 4,717 | ||||
Nerdy LLC | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||
Beginning balance, common (in shares) | 175,676 | 173,672 | 159,184 | 156,602 | 173,672 | 156,602 | 156,602 | |
Ending balance, common (in shares) | 177,672 | 175,676 | 161,319 | 159,184 | 177,672 | 161,319 | 173,672 | 156,602 |
Nerdy LLC | Nerdy Inc. | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||
Beginning balance, common (in shares) | 109,002 | 106,416 | 93,284 | 90,654 | 106,416 | 90,654 | 90,654 | |
Conversion of combined interests into Class A Common Stock (in shares) | 1,295 | 193 | 1,926 | 693 | ||||
Ending balance, common (in shares) | 112,245 | 109,002 | 95,516 | 93,284 | 112,245 | 95,516 | 106,416 | 90,654 |
Ownership percentage, beginning and end of period | 63.20% | 62% | 59.20% | 58.60% | 63.20% | 59.20% | 61.30% | 57.90% |
Nerdy LLC | Legacy Nerdy Holders | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||
Beginning balance, common (in shares) | 66,674 | 67,256 | 65,900 | 65,948 | 67,256 | 65,948 | 65,948 | |
Conversion of combined interests into Class A Common Stock (in shares) | (1,295) | (193) | (1,926) | (693) | ||||
Ending balance, common (in shares) | 65,427 | 66,674 | 65,803 | 65,900 | 65,427 | 65,803 | 67,256 | 65,948 |
Ownership percentage, beginning and end of period | 36.80% | 38% | 40.80% | 41.40% | 36.80% | 40.80% | 38.70% | 42.10% |
Nerdy Inc. | Member Units | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||
Vesting or exercise of equity awards (in shares) | 1,948 | 2,039 | 3,903 | 4,169 | ||||
Legacy Nerdy Holders | Member Units | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||
Vesting or exercise of equity awards (in shares) | 48 | 96 | 97 | 548 |
REVENUE - Revenue by Service (D
REVENUE - Revenue by Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 50,984 | $ 48,839 | $ 104,711 | $ 98,019 |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 50,984 | $ 48,839 | $ 104,711 | $ 98,019 |
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 39,716 | $ 40,296 | $ 81,318 | $ 80,631 |
Concentration risk, percentage | 78% | 82% | 77% | 82% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Institutional | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 11,135 | $ 8,354 | $ 23,022 | $ 16,894 |
Concentration risk, percentage | 21% | 17% | 22% | 17% |
Revenue from Contract with Customer, Product and Service Benchmark | Customer Concentration Risk | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 133 | $ 189 | $ 371 | $ 494 |
Concentration risk, percentage | 1% | 1% | 1% | 1% |
REVENUE - Accounts receivable,
REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 7,245 | $ 15,398 |
Deferred revenue | $ 11,082 | $ 20,480 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net, reserves | $ 623 | $ 544 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (0.26%) | (0.96%) | (0.23%) | (0.20%) |
LOSS PER SHARE - Earnings Per S
LOSS PER SHARE - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net Loss Attributable to Class A Common Stockholders | $ (9,093) | $ (3,298) | $ (16,539) | $ (22,229) |
Less: Undistributed net earnings attributable to participating securities | 0 | 0 | 0 | 0 |
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share | $ (9,093) | $ (3,298) | $ (16,539) | $ (22,229) |
Weighted-average shares of Class A Common Stock for basic loss per share (in shares) | 109,924 | 94,448 | 108,757 | 93,119 |
Weighted-average shares of Class A Common Stock for diluted loss per share (in shares) | 109,924 | 94,448 | 108,757 | 93,119 |
Basic loss per share of Class A Common Stock (in dollars per share) | $ (0.08) | $ (0.03) | $ (0.15) | $ (0.24) |
Diluted loss per share of Class A Common Stock (in dollars per share) | $ (0.08) | $ (0.03) | $ (0.15) | $ (0.24) |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average shares for diluted earnings (in shares) | 1,939 | 1,503 | 1,939 | 1,503 |
Stock appreciation rights | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average shares for diluted earnings (in shares) | 5,721 | 6,062 | 5,721 | 6,062 |
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average shares for diluted earnings (in shares) | 22 | 216 | 22 | 216 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average shares for diluted earnings (in shares) | 18,504 | 18,521 | 18,504 | 18,521 |
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 | 9,258 | 9,258 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average shares for diluted earnings (in shares) | 0 | 19,311 | 0 | 19,311 |
Earnouts | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average shares for diluted earnings (in shares) | 0 | 7,964 | 0 | 7,964 |
Combined Interests that can be converted into shares of Class A Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average shares for diluted earnings (in shares) | 65,427 | 65,803 | 65,427 | 65,803 |
CASH, CASH EQUIVALENTS, AND R_3
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 69,838 | $ 74,824 | $ 90,929 | $ 90,715 |
Restricted cash included in Other current assets | 184 | 184 | 516 | 516 |
Restricted cash included in Other assets | 132 | 132 | 316 | 316 |
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows | $ 70,154 | $ 75,140 | $ 91,761 | $ 91,547 |
FIXED ASSETS, NET - Fixed Asset
FIXED ASSETS, NET - Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Fixed assets | $ 47,468 | $ 43,494 |
Accumulated depreciation | (30,462) | (27,106) |
Fixed assets, net | $ 17,006 | $ 16,388 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Amortization expense related to capitalized internal use software | $ 1,490 | $ 1,295 | $ 2,882 | $ 2,592 |
Depreciation expense | $ 230 | $ 243 | $ 476 | $ 499 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Carrying amount | $ 6,100 | $ 6,100 | $ 6,122 | ||
Accumulated amortization | (3,355) | (3,355) | (3,061) | ||
Trade names, net amount | 2,745 | 2,745 | $ 3,061 | ||
Amortization expense related to intangible assets | $ 153 | $ 152 | $ 305 | $ 302 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Instruments on Company's Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivatives [Line Items] | ||||
Unrealized loss on derivatives, net | $ 0 | $ (4,198) | $ 0 | $ 17,484 |
Unrealized (gain) loss on derivatives, net | ||||
Derivatives [Line Items] | ||||
Unrealized loss on derivatives, net | 0 | (4,198) | 0 | 17,484 |
Non-employee warrants | Unrealized (gain) loss on derivatives, net | ||||
Derivatives [Line Items] | ||||
Unrealized loss on derivatives, net | 0 | (2,333) | 0 | 6,081 |
Non-employee earnouts | Unrealized (gain) loss on derivatives, net | ||||
Derivatives [Line Items] | ||||
Unrealized loss on derivatives, net | $ 0 | $ (1,865) | $ 0 | $ 11,403 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - TRA Holders - Tax Receivable Agreement $ in Thousands | Jun. 30, 2024 USD ($) |
Related Party Transaction [Line Items] | |
Net cash savings percentage | 85% |
Remaining net cash savings percentage | 15% |
Due to related parties | $ 117,399 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Classification of Third-Party Experts As Independent Contractors - Settled Litigation - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | |||||
Expense related to settlement with plaintiff | $ 0 | $ 450 | $ 0 | $ 450 | |
Accrual for legal settlement | $ 2,000 | $ 2,000 | $ 2,000 |