NERDY INC., 10-K filed on 2/28/2022
Annual Report
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COVER - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Feb. 14, 2022
Jun. 30, 2021
Entity Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2021    
Document Transition Report false    
Entity File Number 1-39595    
Entity Registrant Name NERDY INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 98-1499860    
Entity Address, Address Line One 101 S. Hanley Rd.    
Entity Address, Address Line Two Suite 300    
Entity Address, City or Town St. Louis    
Entity Address, State or Province MO    
Entity Address, Postal Zip Code 63105    
City Area Code 314    
Local Phone Number 412-1227    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 446,850
Documents Incorporated by Reference Certain portions of the registrant’s definitive proxy statement for its 2022 annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, are incorporated by reference into Part III of this report.    
Entity Central Index Key 0001819404    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Amendment Flag false    
Class A Common Stock      
Entity Information [Line Items]      
Title of 12(b) Security Class A common stock, par value $0.0001 per share    
Trading Symbol NRDY    
Security Exchange Name NYSE    
Entity Common Stock, Shares Outstanding   83,912,799  
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 $11.50 per share    
Trading Symbol NRDY-WT    
Security Exchange Name NYSE    
Class B Common Stock      
Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   74,182,694  
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AUDIT INFORMATION
 12 Months Ended
Dec. 31, 2021
Audit Information [Abstract]  
Auditor Name PricewaterhouseCoopers LLP
Auditor Location St. Louis, Missouri
Auditor Firm ID 238
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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement [Abstract]      
Revenue $ 140,664 $ 103,968 $ 90,452
Cost of revenue 46,700 34,834 30,830
Gross Profit 93,964 69,134 59,622
Sales and marketing expenses 65,441 43,838 37,967
General and administrative expenses 121,968 43,231 42,192
Write-off of other intangible assets 3,009 0 0
Operating Loss (96,454) (17,935) (20,537)
Unrealized gain on derivatives (71,041) 0 0
Interest expense 3,791 4,904 2,101
Other expense (income), net 8,552 1,824 (199)
Gain on extinguishment of debt, net (7,117) 0 0
Loss before Income Taxes (30,639) (24,663) (22,439)
Income tax expense 40 0 0
Net Loss (30,679) (24,663) (22,439)
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization (23,546) (24,663) (22,439)
Net loss after the reverse recapitalization (3,354) 0 0
Net Loss Attributable to Class A Common Stockholders $ (3,779) $ 0 $ 0
Loss per share of Class A Common Stock:      
Loss per share of Class A Common Stock, Basic ( in dollars per share) $ (0.05) $ 0 $ 0
Loss per share of Class A Common Stock, Diluted ( in dollars per share) $ (0.05) $ 0 $ 0
Weighted-Average Shares of Class A Common Stock Outstanding:      
Weighted-Average Shares of Class A Common Stock Outstanding, Basic (in shares) 79,236 0 0
Weighted-Average Shares of Class A Common Stock Outstanding, Diluted (in shares) 79,236 0 0
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Comprehensive Income [Abstract]      
Net Loss $ (30,679) $ (24,663) $ (22,439)
Unrealized foreign currency translation adjustments (26) 120 141
Total Comprehensive Loss (30,705) (24,543) (22,298)
Comprehensive loss attributable to legacy Nerdy holders prior to the reverse recapitalization (23,533) (24,543) (22,298)
Comprehensive loss attributable to noncontrolling interests (3,372) 0 0
Total Comprehensive Loss Attributable to Class A Common Stockholders $ (3,800) $ 0 $ 0
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CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current Assets    
Cash and cash equivalents $ 143,964 $ 29,265
Accounts receivable, net 5,321 475
Other current assets 6,165 1,821
Total Current Assets 155,450 31,561
Fixed assets, net 10,718 10,297
Goodwill 5,717 5,717
Intangible assets, net 4,428 8,534
Other assets 832 1,165
Total Assets 177,145 57,274
Current Liabilities    
Accounts payable 3,590 4,446
Deferred revenue 30,005 17,270
Due to legacy Nerdy holders 841 0
Current portion of long-term debt 0 6,535
Other current liabilities 7,473 6,090
Total Current Liabilities 41,909 34,341
Other liabilities 39,431 1,554
Long-term debt 0 41,044
Total Liabilities 81,340 76,939
Commitments and Contingencies (See Note 17)
Redeemable Preferred Units   378,796
Stockholders’ Equity (Deficit)    
Common units, $0.000001 par value - 54,761 units authorized, issued and outstanding as of December 31, 2020   86
Additional paid-in capital 490,220 6,833
Accumulated deficit (439,708) (412,383)
Accumulated other comprehensive income 136 296
Total Stockholders’ Equity (Deficit) Excluding Noncontrolling Interests 50,663 (398,461)
Noncontrolling interests 45,142 0
Total Stockholders’ Equity (Deficit) 95,805 (398,461)
Total Liabilities, Redeemable Preferred Units and Stockholders’ Equity (Deficit) 177,145 57,274
Class A Common Stock    
Stockholders’ Equity (Deficit)    
Common stock 8  
Class B Common Stock    
Stockholders’ Equity (Deficit)    
Common stock $ 7  
Class B Redeemable Preferred Units    
Current Liabilities    
Redeemable Preferred Units   259,638
Class C Redeemable Preferred Units    
Current Liabilities    
Redeemable Preferred Units   119,158
Class A Preferred Units    
Stockholders’ Equity (Deficit)    
Preferred units   3,309
Class A-1 Preferred Units    
Stockholders’ Equity (Deficit)    
Preferred units   $ 3,398
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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2021
Dec. 31, 2020
Member Units    
Common stock, par value (in usd per share)   $ 0.000001
Common unit, authorized (in units)   54,761,000
Common unit, issued (in units)   54,761,000
Common units, outstanding (in units)   54,761,000
Class A Common Stock    
Common stock, par value (in usd per share) $ 0.0001  
Common stock shares authorized (in shares) 1,000,000,000  
Common stock issued (in shares) 83,913,000  
Common stock, shares outstanding (in shares) 83,913,000  
Class B Common Stock    
Common stock, par value (in usd per share) $ 0.0001  
Common stock shares authorized (in shares) 150,000,000  
Common stock issued (in shares) 73,987,000  
Common stock, shares outstanding (in shares) 73,987,000  
Class B Redeemable Preferred Units    
Redeemable Preferred Units, authorized (in units)   25,920,000
Redeemable Preferred Units, issued (in units)   25,920,000
Redeemable Preferred Units, outstanding (in units) 0 25,920,000
Class C Redeemable Preferred Units    
Redeemable Preferred Units, authorized (in units)   11,895,000
Redeemable Preferred Units, issued (in units)   11,895,000
Redeemable Preferred Units, outstanding (in units) 0 11,895,000
Class A Preferred Units | Member Units    
Preferred unit, authorized (in units)   5,060,000
Preferred units, issued (in units)   5,060,000
Preferred units, outstanding (in units)   5,060,000
Class A-1 Preferred Units | Member Units    
Preferred unit, authorized (in units)   5,007,000
Preferred units, issued (in units)   5,007,000
Preferred units, outstanding (in units)   5,007,000
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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash Flows From Operating Activities      
Net Loss $ (30,679) $ (24,663) $ (22,439)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation & amortization 5,320 4,997 3,956
Amortization of intangibles 1,069 1,046 1,053
Unrealized gain on derivatives (71,041) 0 0
Gain on extinguishment of debt, net (7,117) 0 0
Stock-based compensation 54,417 1,730 1,747
Write-off of other intangible assets 3,009 0 0
Amortization of deferred debt charges 493 657 242
Loss (gain) on asset dispositions 24 458 (4)
Reverse recapitalization costs allocated to warrants and earnouts 1,604 0 0
Changes in operating assets and liabilities, net of reverse recapitalization      
Accounts receivable (4,846) 283 (239)
Other current assets (2,902) 343 (283)
Other assets 16 149 71
Accounts payable (856) 2,179 953
Other current liabilities 1,111 2,066 (1,401)
Other liabilities (1,248) 1,554 0
Deferred revenue 12,735 2,547 26
Net Cash Used In Operating Activities (38,891) (6,654) (16,318)
Cash Flows From Investing Activities      
Capital expenditures (5,163) (2,874) (6,356)
Net Cash Used In Investing Activities (5,163) (2,874) (6,356)
Cash Flows From Financing Activities      
Proceeds from reverse recapitalization, net 557,574 0 0
Payments to legacy investors (336,079) 0 0
Payments of reverse recapitalization costs (21,638) 0 0
Proceeds from loan and security agreement 11,000 4,000 35,000
Proceeds from promissory note 0 8,293 0
Repayment of loan and security agreement (50,000) 0 0
Repayment of revolving debt facility 0 0 (10,000)
Payments of debt issuance costs 0 0 (613)
Payment of debt extinguishment costs (1,607) 0 0
Net Cash Provided By Financing Activities 159,250 12,293 24,387
Effect of Exchange Rate Change on Cash, cash equivalents, and restricted cash 1 21 28
Net increase in Cash, Cash Equivalents, and Restricted cash 115,197 2,786 1,741
Cash, cash equivalents, and restricted cash at beginning of period 30,682 27,896 26,155
Cash, Cash Equivalents, and Restricted cash at end of period 145,879 30,682 27,896
Supplemental Cash Flow Information      
Purchase of fixed assets included in accounts payable 44 28 39
Cash paid for interest $ 4,069 $ 4,148 $ 1,442
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
shares in Thousands, $ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Preferred/Common Units
Preferred/Common Units
Class A Preferred Units
Preferred/Common Units
Class A-1 Preferred Units
Common Stock
Class A Common Stock
Common Stock
Class B Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Accumulated Other Comprehensive Income
Noncontrolling Interests
Beginning balance, preferred (in units) at Dec. 31, 2018       5,060 5,007              
Beginning balance, common (in units) at Dec. 31, 2018     54,761                  
Beginning balance, members' equity at Dec. 31, 2018     $ 86 $ 3,309 $ 3,398              
Beginning balance, stockholders' equity at Dec. 31, 2018 $ (152,607) $ 16,767           $ 3,356 $ (162,791) $ 16,767 $ 35  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization (22,439)               (22,439)      
Net Loss (22,439)                      
Stock-based compensation prior to/after the reverse recapitalization 1,747             1,747        
Foreign currency translation attributable to legacy Nerdy holders prior to the reverse recapitalization 141                   141  
Foreign currency translation after the reverse recapitalization 141                      
Ending balance, preferred (in units) at Dec. 31, 2019       5,060 5,007              
Ending balance, common (in units) at Dec. 31, 2019     54,761                  
Ending balance, members' equity at Dec. 31, 2019     $ 86 $ 3,309 $ 3,398              
Ending balance, stockholders' equity at Dec. 31, 2019 (156,391)             5,103 (168,463)   176  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization (24,663)               (24,663)      
Net Loss (24,663)                      
Stock-based compensation prior to/after the reverse recapitalization 1,730             1,730        
Foreign currency translation attributable to legacy Nerdy holders prior to the reverse recapitalization 120                   120  
Redeemable preferred unit accretion (219,257)               (219,257)      
Foreign currency translation after the reverse recapitalization 120                      
Ending balance, preferred (in units) at Dec. 31, 2020       5,060 5,007              
Ending balance, common (in units) at Dec. 31, 2020     54,761                  
Ending balance, members' equity at Dec. 31, 2020     $ 86 $ 3,309 $ 3,398              
Ending balance, stockholders' equity at Dec. 31, 2020 (398,461)             6,833 (412,383)   296  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization (23,546)               (23,546)      
Stock-based compensation prior to/after the reverse recapitalization 1,451             1,451        
Foreign currency translation attributable to legacy Nerdy holders prior to the reverse recapitalization 13                   13  
Beginning balance, preferred (in units) at Dec. 31, 2020       5,060 5,007              
Beginning balance, common (in units) at Dec. 31, 2020     54,761                  
Beginning balance, members' equity at Dec. 31, 2020     $ 86 $ 3,309 $ 3,398              
Beginning balance, stockholders' equity at Dec. 31, 2020 (398,461)             6,833 (412,383)   296  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization (23,546)                      
Net Loss (30,679)                      
Reverse recapitalization, net (in shares)     (54,761) (5,060) (5,007) 83,875 73,971          
Reverse recapitalization, net 470,011   $ (86) $ (3,309) $ (3,398) $ 8 $ 7 450,794     (152) $ 26,147
Foreign currency translation after the reverse recapitalization (26)                      
Ending balance, common (in shares) at Dec. 31, 2021           83,913 73,987          
Ending balance, stockholders' equity at Dec. 31, 2021 95,805         $ 8 $ 7 490,220 (439,708)   136 45,142
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Net Loss (7,133)               (3,779)     (3,354)
Stock-based compensation prior to/after the reverse recapitalization 53,509             50,105       3,404
Foreign currency translation after the reverse recapitalization (39)                   (21) (18)
Activity under stock compensation plans (in shares)           38 16          
Rebalancing of controlling and noncontrolling interests 0             (18,963)       18,963
Ending balance, common (in shares) at Dec. 31, 2021           83,913 73,987          
Ending balance, stockholders' equity at Dec. 31, 2021 $ 95,805         $ 8 $ 7 $ 490,220 $ (439,708)   $ 136 $ 45,142
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BACKGROUND
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BACKGROUND BACKGROUND
Nerdy Inc. (along with its consolidated subsidiaries, “Nerdy” or “the Company”) operates a platform for live online learning. The Company’s purpose-built proprietary platform leverages technology, including artificial intelligence, to connect students, users, parents, guardians, and purchasers (“Learner(s)”) of all ages to tutors, instructors, subject matter experts, educators, and other professionals (“Expert(s)”), delivering superior value on both sides of the network. Nerdy’s comprehensive learning destination provides learning experiences across numerous subjects and multiple formats, including one-on-one instruction, small group classes, large format group classes, and adaptive self-study. Nerdy’s flagship business, Varsity Tutors LLC (“Varsity Tutors”), is a platform for live online tutoring and classes. Its solutions are available directly to Learners, as well as through schools and other institutions. Nerdy’s platform offers Experts the opportunity to generate income from the convenience of home, while also increasing access for Learners by removing barriers to high-quality live online learning. Nerdy’s offerings include Varsity Tutors for Schools, a product suite that leverages the Company’s platform capabilities to offer the its online learning solutions directly to education systems, and StarCourses, the Company’s free celebrity-led, live large group classes.
Nerdy’s platform delivers value to both Learners, who are our customers, and Experts. Nerdy has built a diversified business across the following audiences: K-8, High school, College, Graduate School, and Professional. Learners and Experts come to Nerdy for convenience, value, and a superior learning experience. The Company believes it has built a scalable platform that allows it to drive growth, satisfaction for Learners, and retention across audiences and subjects, as well as allowing Experts to generate income from the convenience of home.
Reverse Recapitalization
On September 20, 2021 (the “Closing Date”), TPG Pace Tech Opportunities Corp., a publicly traded, exempted company incorporated in the Cayman Islands (“TPG Pace”), and Live Learning Technologies LLC, a Delaware limited liability company (along with its wholly-owned subsidiaries, “Nerdy LLC”), consummated a business combination (the “Closing”) pursuant to the business combination agreement, dated as of January 28, 2021 (as amended, the “Business Combination Agreement”). Nerdy LLC is a holding company that is the sole owner of several operating companies, including its flagship business Varsity Tutors.
At the Closing Date, TPG Pace and Nerdy LLC completed the following transactions (the “Reverse Recapitalization”):
•Immediately prior to the Closing, TPG Pace became a Delaware corporation and renamed Nerdy Inc.;
•TPG Pace’s outstanding Class A ordinary shares and Class F ordinary shares were converted into corresponding shares of Nerdy Inc.’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and Class F common stock, par value $0.0001 per share (the “Class F Common Stock”) and its outstanding private placement warrants and public warrants to purchase Class A ordinary shares were converted into corresponding private placement warrants to purchase Class A Common Stock (the “Private Placement Warrant(s)”) and public warrants to purchase Class A Common Stock (the “Public Warrant(s)”), respectively, (collectively, the “Domestication”). Each Private Placement Warrant and Public Warrant allows for the purchase of one share of Class A Common Stock at an exercise price of $11.50 per share. The shares of Class F Common Stock were subsequently converted to shares of Class A Common Stock;
•Following the Domestication, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc. (the “Merger”), with Nerdy LLC surviving such merger;
•In accordance with Nerdy LLC’s amended and restated limited liability company agreement (the “Nerdy LLC Agreement”), existing ownership interests in Nerdy LLC (including redeemable preferred units) were converted into Nerdy LLC units (the “OpCo Units”). Additionally, the Nerdy LLC Agreement provided that Nerdy LLC will be managed by a five person board of managers;
•Holders of Nerdy LLC common and preferred units (the “Legacy Nerdy Holders”) exchanged their historical Nerdy LLC equity for: (i) cash consideration of $336,846, of which $767 was accrued and reported as “Due to legacy Nerdy holders” on the Consolidated Balance Sheet at December 31, 2021, (ii) either OpCo Units and an equivalent number of shares of Nerdy Inc.’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) or shares of Class A Common Stock, and (iii) warrants to purchase OpCo Units at an exercise price of $11.50 (the exercise of which would also result in the issuance of one corresponding share of Class B Common Stock) (the “OpCo Warrant(s)”) or Private Placement Warrants at an exercise price of $11.50;
•Nerdy Inc. contributed all of its assets (other than the OpCo Units it then held) to Nerdy LLC in exchange for additional OpCo Units and OpCo Warrants, such that Nerdy Inc. will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and OpCo Warrants equal to the total number of Public Warrants;
•Nerdy Inc. issued and sold 15,000 shares of Class A Common Stock for aggregate consideration of $150,000 in a private placement (the “PIPE Financing”); and
•Nerdy Inc. issued and sold 16,117 shares of Class A Common Stock and 3,000 warrants to purchase Class A Common Stock (the “FPA Warrant(s)”) for aggregate consideration of $150,000 in a private placement (the “FPA Financing”). Each FPA Warrant allows for the purchase of one share of Class A Common Stock at an exercise price of $11.50 per share.
The Reverse Recapitalization was accomplished through an umbrella partnership corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The Up-C structure allowed Legacy Nerdy Holders to retain their equity ownership in Nerdy LLC, an entity that is classified as a partnership for United States (“U.S.”) federal income tax purposes, and provides potential future tax benefits for Nerdy Inc. when the Legacy Nerdy Holders ultimately redeem their pass-through interests for shares of Class A Common Stock or cash in Nerdy Inc. as a result of a tax receivable agreement (the “Tax Receivable Agreement”). Under the terms of the Tax Receivable Agreement, 85% of these potential future tax benefits realized by Nerdy Inc., as a result of such redemptions, will be paid to certain Legacy Nerdy Holders (the “TRA Holders”). For additional information, see Note 16.
As a result of and immediately following the Reverse Recapitalization:
•Nerdy Inc. is a holding company that has no material assets other than its ownership interests in Nerdy LLC and its indirect interests in the subsidiaries of Nerdy LLC, and has no independent means of generating revenue or cash flow;
•Nerdy Inc. had the following securities outstanding: (i) 83,875 shares of Class A Common Stock, including Earnouts (as defined below), (ii) 73,971 shares of Class B Common Stock, including Earnouts, held by certain of the Legacy Nerdy Holders, and (iii) 17,281 warrants, each exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share;
•Members of Nerdy LLC are the Legacy Nerdy Holders and Nerdy Inc.;
•Nerdy LLC had the following OpCo Units and OpCo Warrants outstanding: (i) 157,846 OpCo Units, including Earnouts, and (ii) 2,052 OpCo Warrants;
•Legacy Nerdy Holders owned 70,613 OpCo Units, excluding Earnouts, equal to a 47.1% of the economic interest in Nerdy LLC, and 70,613 shares of Class B Common Stock, excluding Earnouts, which, together (the “Combined Interests”), are redeemable beginning six months after the Closing Date at the option of the Legacy Nerdy Holders on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof (based on the market price of the shares of Class A Common Stock at the time of redemption) as determined by Nerdy Inc. If Nerdy Inc. elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than five business days after the redemption notice date. Upon the redemption of the OpCo Units and Class B Common Stock for shares of Class A Common Stock or the equivalent thereof, all redeemed shares of Class B Common Stock will be cancelled. The Class B Common Stock has voting rights only and has no dividend or economic rights. The shares of Class B Common Stock are owned by the Legacy Nerdy Holders and cannot be transferred except to the Company. The Company does not intend to list its Class B Common Stock on any stock exchange. Additionally, certain Legacy Nerdy Holders owned 11,550 shares of Class A Common Stock, excluding Earnouts;
•Public stockholders of Nerdy Inc., including certain Legacy Nerdy Holders, (i) owned 79,233 shares of Class A Common Stock, excluding Earnouts, which represented 52.9% of the combined voting power of Nerdy Inc. and 100% of the economic interest in Nerdy Inc., and (ii) through Nerdy Inc.’s ownership of 79,233 OpCo Units, indirectly held 52.9% of the economic interest in Nerdy LLC;
•Nerdy LLC is managed by a five person board of managers, composed of three persons that were designated by Nerdy Inc. and two persons that were designated by holders of a majority of the OpCo Units held by members of Nerdy LLC other than Nerdy Inc. Nerdy LLC’s management will continue to manage Nerdy LLC and all of its related and affiliated entities (subject to approval of Nerdy Inc.’s Board of Directors) and Nerdy Inc.’s executive officers serve as the executive officers for all of its related and affiliated entities; and
•Financial results of Nerdy LLC and its wholly-owned subsidiaries are consolidated with and into Nerdy Inc., and following the Reverse Recapitalization on September 20, 2021, a portion of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders are entitled to or are required to absorb, are allocated to the
noncontrolling interests (the “NCI”). The Company has excluded Earnouts in the calculation of the ownership interests in Nerdy LLC as the Earnouts are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Reverse Recapitalization. To the extent these price thresholds are met, the Earnouts will no longer be subject to forfeiture and the units will then be included in the calculation of the ownership interests in Nerdy LLC.
For additional information on the Reverse Recapitalization, see Note 4.
Nerdy LLC, as a result of the contribution by Nerdy Inc., received proceeds of $557,574, which included (i) cash of $287,673 that was held in TPG Pace’s trust account from its initial public offering and TPG Pace’s operating cash account, after giving effect to redemptions of TPG Pace’s Class A ordinary shares held by TPG Pace’s public shareholders prior to the Reverse Recapitalization, (ii) proceeds of $150,000 from the PIPE Financing, (iii) proceeds of $150,000 from the FPA Financing, and (iv) the payment of TPG Pace transaction expenses of $30,099. Nerdy LLC used these proceeds to (i) pay cash consideration of $336,079 to Legacy Nerdy Holders, (ii) pay transaction fees and expenses of $29,636, and (iii) repay $52,343 of outstanding principal, interest and other charges under its Loan and Security Agreement (the “LSA”). The remaining funds were contributed to Nerdy LLC’s balance sheet.
Warrants
The Private Placement Warrants, the Public Warrants, the FPA Warrants, and the OpCo Warrants are collectively referred to herein as the “Warrant(s).” For other terms and conditions regarding each tranche of Warrants held by the Company, see the above discussion. For additional discussion regarding the Company’s accounting treatment of the Warrants, including net earnings (loss) per share considerations, see Note 2.
The Company has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date the Company sends the notice of such redemption to the Warrant holders. Additionally, the Company has the ability to redeem the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Warrant, provided that the last reported sale price of the Class A Common Stock equals or exceeds $10.00 per share and is less than $18.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holder.
In each case, the Warrant holder will be provided 30 days written notice prior to the Company’s redemption of the Warrants. For the 30 days after written notice has been provided by the Company, Warrant holders may elect to exercise their Warrants at the per Warrant price defined in the respective Warrant agreements. After the 30 days have expired, the Company will redeem the Warrants for shares or cash at the per Warrant prices mentioned above. The Warrants have a term of 5 years.
As of December 31, 2021, the Company holds 22 of the total Warrants issued in connection with the Reverse Recapitalization.
Earnouts
Of the total shares and units issued as a result of the Reverse Recapitalization, Nerdy Inc. had 8,000 shares or units of (i) Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, that will be subject to forfeiture if the achievement of certain stock price thresholds of the Class A Common Stock are not met within five years of the Reverse Recapitalization (assuming there is no change in control event) (the “Earnout(s)”). During the time between the issuance of the Earnouts and either the achievement of one or more triggering events or the expiration of the Earnout period, holders of the Earnouts are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc. at the same rate as all other holders of Class A Common Stock, i.e. on a one-for-one basis. However, during this time, the Earnouts will be subject to transfer restrictions until and upon the achievement of one or more triggering events, as described below. In the event that some or all of the Earnouts are forfeited, and the holders thereof had received non-forfeitable dividends during the Earnout period, the dividends will not be subject to return by the holder to Nerdy Inc. Each Earnout will be subject to a triggering event as follows:
•Triggering Event 1 will occur on the date when the closing price of Class A Common Stock quoted on the New York Stock Exchange (the “NYSE”) is greater than or equal to $12.00 for any 20 Trading Days within any 30 consecutive Trading Day period within the Earnout period. Upon the occurrence of Triggering Event I, one-third of the Earnouts will no longer be subject to forfeiture.
•Triggering Event 2 will occur on the date when the closing price of Class A Common Stock quoted on the NYSE is greater than or equal to $14.00 for any 20 Trading Days within any 30 consecutive Trading Day period within the Earnout period. Upon the occurrence of Triggering Event 2, one-third of the Earnouts will no longer be subject to forfeiture.
•Triggering Event 3 will occur on the date when the closing price of Class A Common Stock quoted on the NYSE is greater than or equal to $16.00 for any 20 Trading Days within any 30 consecutive Trading Day period within the Earnout period. Upon the occurrence of Triggering Event 3, one-third of the Earnouts will no longer be subject to forfeiture.
As of December 31, 2021, the Company holds 36 of the total Earnouts issued in connection with the Reverse Recapitalization. For discussion regarding the Company’s accounting treatment of the Earnouts, including net earnings (loss) per share considerations, see Note 2.
Transaction Expenses
In connection with the Reverse Recapitalization, Nerdy LLC incurred expenses of $29,636 and $1,288 during the year ended December 31, 2021 and 2020, respectively. Of the total costs incurred during the year ended December 31, 2021, $9,602 were reported as “General and administrative expenses” in the Consolidated Statement of Operations and $20,034 were reported as a reduction of “Additional paid-in capital” on the Consolidated Balance Sheet at December 31, 2021. All transaction costs incurred during the year ended December 31, 2021 were paid as of December 31, 2021. All transaction costs incurred during the year ended December 31, 2020 were reported as “General and administrative expenses” in the Consolidated Statement of Operations. Nerdy LLC did not record any transaction expenses related to the Reverse Recapitalization during the year ended December 31, 2019.
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
For the year ended December 31, 2021, the consolidated financial statements reflect the consolidated results of operations, comprehensive income (loss), cash flows, and changes in equity of Nerdy LLC and its wholly-owned subsidiaries for the period of January 1, 2021 through September 20, 2021, the Closing Date of the Reverse Recapitalization, and the consolidated results of operations, comprehensive income (loss), cash flows, and changes in stockholders’ equity of Nerdy Inc. and its consolidated subsidiaries, including Nerdy LLC, for the period of September 21, 2021 through December 31, 2021. The consolidated balance sheet at December 31, 2021 presents the financial condition of Nerdy Inc. and its consolidated subsidiaries, including Nerdy LLC, and reflects the initial recording of the assets and liabilities of Nerdy Inc. at their historical cost (see Note 4).
For the years ended December 31, 2020 and 2019, the consolidated financial statements present the consolidated results of operations, comprehensive income (loss), cash flows, and changes in equity of Nerdy LLC. The consolidated balance sheet as of December 31, 2020 presents the financial condition of Nerdy LLC and its wholly-owned subsidiaries.
In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” the historical equity of Nerdy LLC has been recast in all periods up to the Closing Date, to reflect the number of shares of Nerdy Inc.’s Class A Common Stock and Class B Common Stock issued to Legacy Nerdy Holders in connection with the Reverse Recapitalization. The Company recast the units outstanding related to the historical Nerdy LLC preferred units and common units (the “Historical Nerdy LLC Equity”) prior to the Reverse Recapitalization as common equity of Nerdy Inc., reflecting the exchange ratio of 1-for-0.64, pursuant to the Business Combination Agreement. The consolidated financial statements and related notes thereto give effect to the conversion for all periods presented, without any change to par value or per unit amounts. The consolidated financial statements do not necessarily represent the capital structure of Nerdy Inc. had the Reverse Recapitalization occurred in prior periods. The Company has not made retroactive adjustments related to the historical book values of Historical Nerdy LLC Equity as the adjustments were considered immaterial.
For the year ended December 31, 2021, $3,779 of the consolidated net losses of Nerdy LLC were attributable to the Class A Common Stockholders, and reflects the Class A Common Stockholders’ absorption of a portion of the consolidated net losses of Nerdy LLC for the period of September 21, 2021 through December 31, 2021. For the year ended December 31, 2021, $3,354 of the consolidated net losses of Nerdy LLC were attributable to the NCI, and reflects the Legacy Nerdy Holders’ absorption of a portion of the consolidated net losses of Nerdy LLC for the period of September 21, 2021 through December 31, 2021. For the year ended December 31, 2021, $23,546 of the consolidated net losses of Nerdy LLC were attributable to the Legacy Nerdy Holders to reflect their absorption of 100% of the consolidated net losses of Nerdy LLC pertaining to the period of January 1, 2021 through September 20, 2021, the Closing Date of the Reverse Recapitalization. For the years ended December 31, 2020 and 2019, net losses of $24,663 and $22,439, respectively, were attributable to the Legacy Nerdy Holders to reflect their absorption of 100% of Nerdy LLC’s net losses pertaining to the periods prior to the Reverse Recapitalization.
Principles of Consolidation
For the period of September 21, 2021 through December 31, 2021, the consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Nerdy LLC. In determining the accounting of Nerdy Inc.’s interest in Nerdy LLC after the Reverse Recapitalization, management concluded Nerdy LLC was not a variable interest entity as defined by ASC Topic 810, “Consolidation,” and as such, Nerdy LLC was evaluated under the voting interest model. As Nerdy Inc. has the right to appoint a majority (three of the five) managers of Nerdy LLC, Nerdy Inc. controls Nerdy LLC, and therefore, the financial results of Nerdy LLC and its subsidiaries, after the completion of the Reverse Recapitalization on September 20, 2021, are consolidated with and into Nerdy’s Inc.’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated.
For the days and periods prior to Reverse Recapitalization, the consolidated financial statements of the Company comprise the accounts of Nerdy LLC and its wholly-owned subsidiaries. All intercompany accounts and transactions among Nerdy LLC and its consolidated subsidiaries were eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, the valuation of the Warrants, Earnouts, and the Founder’s Award (as defined in Note 18), useful lives assigned to long-lived assets and definite-lived intangibles for depreciation and amortization, impairment of goodwill, long-lived assets and definite-lived intangible assets, the valuation of acquired intangible assets, internal-use software, and website development costs. The Company bases its estimates on historical experience, knowledge of current business conditions, and various other factors it believes to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from these estimates, and such differences could be material to its financial position and operating cash flows.
Segment Information
The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s chief executive officer, in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the U.S.
Fair Value
The Company holds certain items that are required to be disclosed at fair value (see Note 14). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:
Level 1 - Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.
Level 2 - Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.
Level 3 - Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
Foreign Currency Translation
The Company operates foreign businesses in the United Kingdom and Canada. The functional currencies of these businesses are the local currencies. Adjustments from the translation of foreign currency into U.S. dollars for balance sheet amounts are based on exchange rates as of the balance sheet date. Revenues and expenses are translated at average exchange
rates during the period. Foreign currency translation gains or losses are included in “Accumulated other comprehensive income” as a component of “Stockholders’ Equity (Deficit)” on the Consolidated Balance Sheets.
Revenue Recognition and Deferred Revenue
The Company recognizes revenues from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of its contracts with Learners and institutions, who are the Company’s customers, when they are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
The Company generates revenue by selling services to Learners and institutions for one-on-one instruction and classes that are fulfilled by Experts, who deliver instruction on the Company’s behalf through its proprietary Live Learning Platform.
The Company’s revenues from contracts with Learners, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as Learners are not obligated to meet with the same Expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on the date services are delivered to Learners in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services.
Cash for the purchase of services by Learners is generally collected in advance (at one time or in installments) and recorded to deferred revenue until the services are used by the Learner. With respect to installment sales, the first installment payment is collected at the time of sale with the subsequent payment typically due thirty days later. Per the terms of the contract, purchased services can be redeemed up to one year from the date of the first payment. The Company recognizes revenue for unredeemed payments for services over the life of the agreement with the customer based on historical customer usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.
The Company’s revenues from contracts with institutions, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the institutions receive benefit from the completion of each session (as institutions are not obligated to meet with the same Expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to the institutions in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. For institutions that do not pay in advance, the Company typically invoices these institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for doubtful accounts.
Per the terms of the contract, services purchased by institutions can be redeemed up to one year from the date of the first payment. To the extent cash for the purchase of services by institutions is collected in advance, the Company recognizes revenue for unredeemed payments for services over the life of the agreement with institutions based on usage. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.
The Company provides a significant service of integrating instruction services, which are provided by Experts on the Company’s behalf through its platform, using its curation and matching technologies and features in order to deliver a combined output to meet its performance obligation to Learners. The Company is primarily responsible for the services provided and sets pricing. The Company determined that collectively, these factors reflect that it is the principal in transactions with Learners and institutions.
The Company does not have any incremental costs to obtain or fulfill a contract that would require capitalization. The Company elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less.
On January 1, 2019, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” using the modified retrospective method applied to those contracts which were not completed as of the date of adoption. The Company recorded an adjustment to accumulated deficit as of January 1, 2019, to reflect the application of its updated revenue recognition policy, primarily related to the accounting for unredeemed payments for services, which are now recognized over the expected customer usage period rather than at the end of the contract period. The cumulative adjustment resulted in a decrease of $16,767 to“Accumulated deficit” and “Deferred revenue” on the consolidated balance sheet. Revenue for reporting periods beginning January 1, 2019 are presented under ASC Topic 606, resulting in a decrease in “Deferred revenue” of $3,911 and a corresponding increase in “Revenue,” as of and for the year ended December 31, 2019, due to revenue from unredeemed payments for services being recognized in accordance with ASC Topic 606.
Cost of Revenue
Cost of revenue includes the cost of Experts, who provide services to Learners on the Company’s behalf, amortization of capitalized technology costs, including stock-based compensation, and other costs required to deliver services to Learners and institutions. Expert costs are recognized as services are provided to Learners.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. The Company’s cash and cash equivalents, which consist of cash at financial institutions, are stated at cost and approximate fair value.
Restricted Cash
The Company classifies certain restricted cash balances within “Other current assets” and “Other assets” on the Consolidated Balance Sheets. Restricted cash consists of cash collateralized letters of credit in support of its corporate office leases and cash deposits due to Legacy Nerdy LLC Holders in exchange for their Historical Nerdy LLC Equity. Restricted cash amounts for contractual obligations with an expected duration of less than one year and more than one year are reported as “Other current assets” and “Other assets,” respectively, on the Consolidated Balance Sheets. For additional information, see Note 9.
Accounts Receivable, Net
The Company’s accounts receivables relate to sales of services which have not been collected and contractual amounts due to the Company. A receivable is considered past due if payments have not been received within the agreed upon invoice terms.
Allowance for Doubtful Accounts
The Company assesses the creditworthiness of its customers based on multiple sources of information, and analyzes factors such as historical bad debt experience and economic trends. Accounts receivable are written off as a decrease to the allowance for doubtful accounts when all collection efforts have been exhausted and an account is deemed uncollectible.
Prepaid Expenses
Prepaid expenses are stated at historical cost, net of any related amortization, and consist of amounts paid in advance for insurance, rent, advertising, and other operating costs, which are of continuing benefit to the Company. The amounts reported as assets on the Consolidated Balance Sheets within “Other current assets” were $3,590 and $574 as of December 31, 2021 and 2020, respectively.
Fixed Assets, Net
Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of furniture and equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets. Depreciation of fixed assets other than capitalized internal use software is included in “General and administrative expenses” in the Consolidated Statements of Operations. Estimated useful lives range from one to seven years for furniture and fixtures; the shorter of lease term or seven years for leasehold improvements; one to three years for office equipment; and one to four years for other fixed assets. Repair and maintenance costs are expensed as incurred. Any gains and losses incurred on the sale or disposals of assets are included in “General and administrative expenses” in the Consolidated Statements of Operations.
The Company capitalizes certain costs, including stock-based compensation, associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades.
For additional information on fixed assets and internal use software, see Note 10.
Goodwill
Goodwill recorded by the Company relates to the assets of a previously acquired business. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method
of accounting as of the acquisition date. As of December 31, 2021 and 2020, “Goodwill” reported on the Consolidated Balance Sheets was $5,717.
Intangible Assets
Intangible assets consist solely of definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. Amortization of the definite-lived intangible assets is provided on a straight-line basis over 10 years and is included in “General and administrative expenses” in the Consolidated Statements of Operations. For additional information on intangible assets, see Note 11.
Recoverability of Assets
The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. The Company groups assets at the lowest level for which cash flows are separately identifiable. In general, an asset group is deemed impaired and written down to its fair value if estimated related undiscounted future cash flows are less than its carrying amount.
The Company conducts a definite-lived asset impairment assessment when events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. For the years ended December 31, 2021, 2020, and 2019, the Company concluded there were no events or changes in circumstances indicate that would indicate an impairment of its definite-lived assets.
The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative goodwill impairment test would be performed. The Company’s qualitative assessment requires management to make judgments surrounding macroeconomic, industry and market factors, as well as the overall condition and performance of the Company, and other relevant entity-specific events.
For the years ended December 31, 2021, 2020, and 2019, the Company conducted qualitative goodwill impairment assessments and concluded there were no impairments of goodwill as of December 31, 2021, 2020, and 2019.
These fair value measurements fall within Level 3 of the fair value hierarchy as described in Note 14.
Stock-based Compensation
The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line or graded (when applicable) over the period during which the employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). Any forfeitures of stock-based compensation are recorded as they occur. See Note 18 for disclosures related to stock-based compensation.
Marketing Expense
Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search, and other paid channels. Costs associated with the delivery of the Company’s large group classes, including celebrity-led StarCourse costs, and expenditures across new marketing channels to drive brand awareness and reach, are also included in marketing expenses. Marketing costs are expensed as incurred by the Company within “Sales and marketing expenses” in the Consolidated Statements of Operations. Advertising expenses were $44,393, $29,293, and $20,550 for the years ended December 31, 2021, 2020, and 2019, respectively.
Income Taxes
For days and periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, its net taxable income or loss and any related tax credits were allocated to its members.
Subsequent to the Reverse Recapitalization, Nerdy Inc. holds an economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Nerdy Inc. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of net taxable income or loss and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions in which it operates.
The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Nerdy Inc. is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations.
Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities, and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals, or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. Additionally, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information on income taxes, see Note 7.
Net Earnings (Loss) Per Share
As noted above, the Company recasted Historical Nerdy LLC Equity as Nerdy Inc. common equity for all periods prior to the Reverse Recapitalization. However, as 100% of the net losses of Nerdy LLC prior to the Reverse Recapitalization were absorbed by the Legacy Nerdy Holders, basic and diluted earnings (loss) per share is zero for the years ended December 31, 2020 and 2019 and basic and diluted earnings (loss) per share for the year ended December 31, 2021 represents only the period from September 21, 2021 to December 31, 2021, when the Company had earnings (loss) attributable to Class A Common Stockholders. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented.
As discussed in Note 1, the Company has issued and outstanding Earnouts, which are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Reverse Recapitalization (assuming there is no change in control event). In accordance with ASC Topic 260, “Earnings Per Share,” Earnouts are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earnouts will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, Earnouts do not participate in losses but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share is computed using the two-class method.
Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock appreciation rights (“SAR(s)”), restricted stock awards (“RSA(s)”), restricted stock units (“RSU(s)”), non-qualified stock options (“Stock Option(s)”), and Warrants, if any, using the “treasury stock” method and the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. Net earnings (loss) for diluted earnings (loss) per share is adjusted for the Legacy Nerdy Holders’ share of Nerdy LLC’s consolidated net earnings (loss), net of Nerdy Inc. taxes, after giving effect to the Nerdy LLC Combined Interests that convert into potential shares of Class A Common Stock. Additionally, Net earnings (loss) for diluted earnings (loss) per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent they are dilutive.
Debt Issuance Costs
The Company presents debt issuance costs on the consolidated balance sheets as a direct deduction from the carrying value of debt. Debt issuance costs are amortized over the term of the related debt instrument using the effective-interest method. Amortization of debt issuance costs are recorded as “Interest expense” in the Consolidated Statements of Operations.
Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes.
As a result of the Reverse Recapitalization (see Note 1), the Company has issued and outstanding Warrants and Earnouts. The Company evaluates the Warrants and Earnouts, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of whether the instrument should be classified stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Warrants and Earnouts issued to non-employees (the “Non-employee Warrants” and the “Non-employee Earnouts,” respectively) were not classified as stock-based compensation as there was no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants and Non-employee Earnouts are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Derivative Warrant and Earnout liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Public Warrants to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Nerdy Inc.’s Public Warrants at the end of each reporting period. Private Placement Warrants, FPA Warrants, and OpCo Warrants issued to non-employees are measured at fair value on a recurring basis based upon the quoted price for similar liabilities (Public Warrants issued to non-employees) in active markets as of the end of each period. Non-employee Earnouts are measured at fair value on recurring basis, using the Monte Carlo Option Pricing Method at the end of each reporting period.
For additional information on the Non-employee Warrants and Non-employee Earnouts, see Notes 13 and 14. The Company does not offset derivative assets and liabilities within the Consolidated Balance Sheets.
Defined Contribution Plan
The Company sponsors a defined contribution 401(k) plan under which it makes matching contributions. The Company expensed $337, $138, and $269 for the years ended December 31, 2021, 2020, and 2019, respectively.
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RECENTLY ISSUED ACCOUNTING STANDARDS
 12 Months Ended
Dec. 31, 2021
Accounting Changes and Error Corrections [Abstract]  
RECENTLY ISSUED ACCOUNTING STANDARDS RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on the results of operations, comprehensive income (loss), financial condition, cash flows, redeemable preferred units, and stockholders’ equity (deficit) based on current information.
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated. Under the new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
The Company is in the process of implementing its lease accounting and related business processes, as well as its internal controls. The Company has substantially completed its analysis of these standards’ impacts on the Company’s lease portfolio. The Company will adopt these ASUs on January 1, 2022 and expects to use the cumulative effect adjustment approach. The Company will elect certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of those leases. The Company will also elect to not recognize leases with an initial term of twelve months or less on its balance sheet. The Company expects the following to be recognized at adoption of this ASU: a sublease receivable between $2,800 and $3,500 related to its sublease of its Tempe, AZ office space, a right-of-use asset between $800 and $1,000, and lease liabilities between $4,200 and $5,200. These estimates are subject to change based upon the completion of the Company’s implementation procedures. The Company does not expect this guidance to have a material impact on its statements of operations or cash flows. The Company will provide expanded disclosures to present additional information related to its leasing arrangements in accordance with the standard. See Note 17 for additional information on noncancelable future lease commitments and sublease agreements.
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 Company is required to adopt this ASU on January 1, 2023. The new current expected credit losses (“CECL”) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts, and trade receivables, as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities, and other financial assets measured at fair value through other comprehensive income and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities, and provides for additional disclosure requirements. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU.
In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it simplifies the diluted earnings (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.
v3.22.0.1
REVERSE RECAPITALIZATION
 12 Months Ended
Dec. 31, 2021
Reverse Recapitalization [Abstract]  
REVERSE RECAPITALIZATION REVERSE RECAPITALIZATION
As discussed in Note 1, Nerdy LLC merged with a wholly-owned subsidiary of Nerdy Inc., with Nerdy LLC surviving the Merger. Nerdy LLC is governed by a board of managers composed of three persons that were designated by Nerdy Inc. and two persons that were designated by holders of a majority of the OpCo Units held by members of Nerdy LLC other than Nerdy Inc. Management determined Nerdy LLC was not a variable interest entity (see Note 2), and as result, identified Nerdy LLC as the accounting acquirer of the Merger in accordance ASC Topic 805. Management concluded that Nerdy LLC was the accounting acquirer due to (i) the Legacy Nerdy Holders receiving the largest portion of the voting rights in the combined company, Nerdy Inc., (ii) significantly all of the Legacy Nerdy Holders retained their equity interest as stockholders in Nerdy Inc., (iii) Nerdy LLC’s operations prior to the Reverse Recapitalization comprising the only ongoing operations of Nerdy Inc., (iv) the Legacy Nerdy Holders have the right to appoint a majority (five of the seven) directors of Nerdy Inc., (v) the executive management of Nerdy LLC will become the executive management of Nerdy Inc., and (vi) it is significantly larger than Nerdy Inc. in terms of revenue, total assets (excluding cash) and employees. Therefore, the Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with ASC Topic 805. Nerdy Inc. was treated as the “acquired” company for financial reporting purposes, and for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nerdy LLC issuing stock for the net assets of Nerdy Inc., accompanied by a recapitalization. The net assets of Nerdy Inc. were recorded at historical cost on the balance sheet as of September 20, 2021, the Closing Date of the Reverse Recapitalization, with no goodwill or other intangible assets recorded. For additional information on the capitalization of Nerdy Inc. and Nerdy LLC immediately following the Closing of the Reverse Recapitalization, see Note 1.
The following table provides the historical cost of assets and liabilities of Nerdy Inc. as of September 20, 2021.
Cash and cash equivalents$558,324 
Other current assets642 
Other current liabilities (a)(41,760)
Total net assets $517,206 
(a)Includes historical warrants held by TPG Pace that were exchanged for Private Placement Warrants and Public Warrants of Nerdy Inc. in connection with the Reverse Recapitalization.
v3.22.0.1
NONCONTROLLING INTERESTS
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest [Abstract]  
NONCONTROLLING INTERESTS NONCONTROLLING INTERESTSAs of December 31, 2021, Legacy Nerdy Holders owned 70,629 OpCo Units, equal to a 47.1% of the economic interest in Nerdy LLC, excluding Earnouts, and 70,629 shares of Class B Common Stock, excluding Earnouts, which, together, may be redeemed at the option of the Legacy Nerdy Holders on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof (based on the market price of the shares of Class A Common Stock at the time of redemption) as determined by Nerdy Inc. If Nerdy Inc. elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than five business days after the redemption notice date. Upon the redemption of the OpCo Units and Class B Common Stock for shares of Class A Common Stock or the equivalent thereof, all redeemed shares of Class B Common Stock will be cancelled.
As of December 31, 2021, Nerdy Inc. owned 52.9% of the outstanding OpCo units of Nerdy LLC. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portion of the consolidated net loss of Nerdy LLC, which the Legacy Nerdy Holders absorbed, was allocated to NCI during the period from September 21, 2021 to December 31, 2021. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders is rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC.
The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the period beginning September 20, 2021, the Closing Date of the Reverse Recapitalization, and ending December 31, 2021 (see Note 1).
OpCo UnitsOwnership Percentage
Nerdy Inc.
(a)		Legacy Nerdy HoldersTotalNerdy Inc.
(a)		Legacy Nerdy HoldersTotal
Beginning of period— — — — %— %— %
Issuance of OpCo Units79,233 70,613 149,846 52.9 %47.1 %100.0 %
Vesting of equity awards38 16 54 — %— %— %
End of period79,271 70,629 149,900 52.9 %47.1 %100.0 %
(a)Includes OpCo Units held by certain Legacy Nerdy Holders, who were issued 11,550 shares of Class A Common Stock of Nerdy Inc., excluding Earnouts, in connection with the Reverse Recapitalization, and therefore, indirectly, owned 11,550 OpCo Units of Nerdy LLC. As of December 31, 2021, these Legacy Nerdy Holders own 11,550 shares, excluding Earnouts, of Class A Common Stock of Nerdy Inc., and therefore, indirectly own 11,550 OpCo Units, or 7.7%, of total OpCo Units of Nerdy LLC, which are held by Nerdy Inc.
v3.22.0.1
REVENUE
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
The following table presents the Company’s revenue by service category:
Year ended December 31,
202120202019
Online$140,664 $97,440 $64,378 
In-person— 6,528 26,074 
$140,664 $103,968 $90,452 
Contract liabilities are recorded within “Deferred revenue” in the Company’s 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 services are provided, and all other revenue recognition criteria have been met. The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances:
December 31,
20212020
Accounts receivable, net$5,321 $475 
Deferred revenue$30,005 $17,270 
“Accounts receivable, net”, is shown net of reserves of $477 and $234 as of December 31, 2021 and 2020, respectively. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months.
v3.22.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXESAs of December 31, 2021, Nerdy Inc. holds 52.9% of the economic interest in Nerdy LLC (see Notes 1 and 5), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions. The taxes related to these foreign jurisdictions were immaterial for the period beginning September 21, 2021 and ending December 31, 2021. For the days and periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, its net taxable loss and any related tax credits were allocated to its members. The period as of and
for the year ended December 31, 2021 discussed below represents the period beginning September 21, 2021 and ending December 31, 2021.
The expense for income taxes for the year ended December 31, 2021 consisted of the following:
Year Ended December 31, 2021
Current:
Federal$— 
State and local40 
40 
Deferred:
Federal— 
State and local— 
— 
Income tax expense$40 
Loss before income taxes after the Reverse Recapitalization$(7,093)
Effective income tax rate(0.6)%
Income tax expense recorded during the year ended December 31, 2021 represents amounts owed to state authorities due to the change in corporate taxpayer status following the Reverse Recapitalization.
A reconciliation of income tax expense with amounts computed at the federal statutory tax rate is as follows:
Year Ended December 31, 2021
Computed tax (21%)$(1,489)
Partnership outside basis adjustments(8,827)
Income tax benefit attributable to NCI797 
Change in valuation allowance9,812 
State income tax benefit, net of effect on federal tax(190)
Other, net (none in excess of 5% of computed tax)(63)
Income tax expense$40 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Non-current deferred tax assets (liabilities) were as follows:
December 31, 2021
AssetsLiabilitiesNet
Investment in Nerdy LLC (a)$54,527 $— $54,527 
Net operating loss and credit carryforwards5,829 — 5,829 
Other items127 — 127 
Total gross deferred income taxes60,483 — 60,483 
Valuation allowance(60,483)— (60,483)
Total deferred taxes$— $— $— 
(a)The Company’s deferred tax asset for investment in partnership relates to excess tax outside basis over financial reporting outside basis in Nerdy LLC, which is treated as a partnership for U.S. federal income tax purposes.
The Company has assessed the realizability of the net deferred tax assets, and in that analysis, has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by Nerdy LLC over the three year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. After consideration of all these factors, the Company
has recorded a full valuation allowance against the deferred tax assets at Nerdy Inc. as of the Closing Date of the Reverse Recapitalization and as of December 31, 2021, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The initial recognition of the Company’s deferred tax assets and valuation allowance in connection with the Reverse Recapitalization was recorded to “Additional paid-in capital” on the Consolidated Balance Sheet. As noted above, the valuation allowance completely offset the deferred tax assets of Nerdy Inc., which resulted in a net zero impact to the Company’s consolidated balance sheet as of the Closing Date of the Reverse Recapitalization.
The following table summarizes changes to the Company’s valuation allowance for the year ended December 31, 2021.
Year Ended December 31, 2021
Balance, beginning of year$— 
Reverse Recapitalization (a)(50,671)
Change in valuation allowance(9,812)
Balance, end of year$(60,483)
(a)The initial recognition of the Company’s valuation allowance in connection with the Reverse Recapitalization was recorded to “Additional paid-in capital” on the Consolidated Balance Sheet.
As of December 31, 2021, the Company had U.S. federal net operating loss (“NOL”) and credit carryforwards totaling $5,244, which have expiration dates ranging from 2035 to extending indefinitely without expiration, as well as state NOL carryforwards totaling $585, which have various expiration dates extending through 2041.
The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. As of December 31, 2021, the Company has not recorded any uncertain tax positions, as well as any accrued interest and penalties on the Consolidated Balance Sheet. During the year ended December 31, 2021, the Company did not record any interest and penalties in the Consolidated Statement of Operations.
The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state, and local income tax returns are currently under examination by the respective taxing authorities.
v3.22.0.1
LOSS PER SHARE
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
LOSS PER SHARE LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock and represents the period from September 21, 2021 to December 31, 2021, the period where the Company had Class A and Class B common stock outstanding. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Earnouts do not participate in profits or losses but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted loss per share. As such, basic and diluted loss per share is computed using the two-class method to the extent there are dividends declared by Nerdy Inc. For additional information, see Notes 1 and 2.
Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of SARs, RSAs, RSUs, Stock Options, Warrants, and Earnouts, if any, using the “treasury stock” method and for the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the Legacy Nerdy Holders’ share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to Nerdy LLC Combined Interests that convert into potential shares of Class A Common Stock. Additionally, “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share$(3,779)
Weighted-average shares for basic and diluted loss per share79,236 
Basic and Diluted loss per share of Class A Common Stock$(0.05)
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive.
Stock options3,347 
Stock appreciation rights7,476 
Restricted stock awards2,809 
Restricted stock units8,859 
Restricted stock units - founder’s award9,258 
Warrants19,311 
Earnouts7,964 
Combined Interests that can be converted into shares of Class A Common Stock70,629 
v3.22.0.1
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 12 Months Ended
Dec. 31, 2021
Cash and Cash Equivalents [Abstract]  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows.
December 31,
202120202019
Cash and cash equivalents$143,964 $29,265 $25,044 
Restricted cash included in Other current assets1,083 270 412 
Restricted cash included in Other assets832 1,147 2,440 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows$145,879 $30,682 $27,896 
The Company includes amounts in restricted cash required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of its corporate office leases and cash deposits due to Legacy Nerdy LLC Holders (see Note 1). As of December 31, 2021, the Company recorded cash deposits of $767 due to Legacy Nerdy Holders in exchange for their Historical Nerdy LLC Equity as “Other current assets” on the Consolidated Balance Sheet.
v3.22.0.1
FIXED ASSETS, NET
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
FIXED ASSETS, NET FIXED ASSETS, NET
Fixed assets, net consisted of:
December 31,
20212020
Capitalized internal use software$22,205 $17,906 
Office equipment3,032 1,702 
Leasehold improvements1,489 1,489 
Furniture & fixtures941 941 
Other800 800 
28,467 22,838 
Accumulated depreciation(17,749)(12,541)
$10,718 $10,297 
The following table presents amortization expense related to capitalized internal use software and depreciation expense recorded by the Company for the periods presented.
December 31,
Statement of Operations Location202120202019
Amortization expense related to capitalized internal use softwareCost of revenue$4,485 $4,080 $2,885 
Depreciation expenseGeneral and administrative expenses835 917 1,071 
v3.22.0.1
INTANGIBLE ASSETS, NET
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS, NET INTANGIBLE ASSETS, NET
Intangible assets consisted of:
December 31, 2021December 31, 2020
Carrying
Amount
Accum.
Amort.
Net
Amount
Carrying
Amount
Accum.
Amort.
Net
Amount
Trade names$6,073 $(1,913)$4,160 $10,372 $(2,099)$8,273 
Foreign currency translation adjustment252 16 268 295 (34)$261 
$6,325 $(1,897)$4,428 $10,667 $(2,133)$8,534 
Amortization expense was $1,069, $1,046 and $1,053 for the years ended December 31, 2021, 2020, and 2019, respectively, and is included in “General and administrative expenses” in the Consolidated Statements of Operations. At December 31, 2021, the Company recorded a write-off of other intangible assets of $3,009 for the Veritas Prep definite-lived trade name to adjust its net carrying value to zero. The write-off of the Veritas Prep trade name was the result of a strategic decision made by management in December 2021 to abandon the Veritas legacy business as the Company will no longer sell new services under the Veritas Prep trade name.
For the definite-lived intangible assets recorded as of December 31, 2021, estimated amortization expense for the next five years is as follows:
2022$632 
2023632 
2024632 
2025632 
2026632 
v3.22.0.1
OTHER CURRENT LIABILITIES
 12 Months Ended
Dec. 31, 2021
Other Liabilities Disclosure [Abstract]  
OTHER CURRENT LIABILITIES OTHER CURRENT LIABILITIES
December 31,
20212020
Accrued payroll1,956 742 
Accrued professional services1,093 1,037 
Accrued CARES Act FICA deferral587 589 
Accrued sublease liability211 688 
Other3,626 3,034 
$7,473 $6,090 
v3.22.0.1
DERIVATIVE FINANCIAL INSTRUMENTS
 12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE FINANCIAL INSTRUMENTS DERIVATIVE FINANCIAL INSTRUMENTS
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes.
As a result of the Reverse Recapitalization, the Company has issued and outstanding Warrants and Earnouts (see Note 1). The Non-employee Warrants and Non-employee Earnouts are not in the scope of ASC Topic 718 and are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Derivative Warrant and Earnout liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company does not offset derivative assets and liabilities within the Consolidated Balance Sheet. For additional information, see Note 2.
At December 31, 2021, the number of Non-employee Warrants and Earnouts contracts issued and outstanding was 19,122 and 7,655, respectively. No derivative instruments were issued or held by the Company as of and for the years ended December 31, 2020 and 2019.
The following table presents the balance sheet location and fair value of the Company’s derivative liability instruments on a gross basis, none of which are designated as hedging instruments under ASC Topic 815, as of December 31, 2021.
Balance Sheet LocationFair Value
Non-employee WarrantsOther liabilities$17,210 
Non-employee EarnoutsOther liabilities21,466 
$38,676 
The following table presents the effects of the Company’s derivative instruments on the Company’s Consolidated Statement of Operations for the year ended December 31, 2021.
Statement of Operations Location
Non-employee WarrantsUnrealized gain on derivatives$24,095 
Non-employee EarnoutsUnrealized gain on derivatives46,946 
$71,041 
v3.22.0.1
FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820, “Fair Value Measurement.”
December 31, 2021
TotalLevel 1Level 2Level 3
Non-employee Warrants$17,210 $8,100 $9,110 $— 
Non-employee Earnouts21,466 — — 21,466 
$38,676 $8,100 $9,110 $21,466 
The Company holds certain items that are required to be disclosed at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
The Company’s calculation of the fair value of liabilities associated with Public Warrants issued to non-employees was calculated using the market approach based upon the quoted market price of Nerdy Inc.’s Public Warrants at the end of each period. The Company’s calculation of the fair value of liabilities associated with the Private Placement Warrants, FPA Warrants, and OpCo Warrants issued to non-employees was calculated based upon the quoted price for similar liabilities (the Public Warrants issued to non-employees) in active markets at the end of each period. As such, the Private Placement Warrants, FPA Warrants, and OpCo Warrants issued to non-employees are classified as Level 2. For additional information, see Note 1 and Note 13.
The fair value of liabilities associated with the Non-employee Earnouts was measured on a recurring basis using the Monte Carlo Option Pricing Method. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. For additional information on the Non-employee Earnouts see Notes 1, 2, and 13. The Company did not have any Level 3 assets or liabilities as of December 31, 2020 or 2019. The following table summarizes the Level 3 activity measured on a recurring basis.
Balance, December 31, 2020$— 
Initial valuation of the Non-employee Earnout liability68,412 
Mark-to-market (gain) on Non-employee Earnout liability(46,946)
Balance, December 31, 2021$21,466 
The fair value of each Earnout (both employee and non-employee) was estimated on the Closing Date using the Monte Carlo Option Pricing Method. Inherent in the Monte Carlo Option Pricing Method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. The Company estimated the volatility of the Earnouts based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Earnouts. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Earnouts. The expected life of the Earnouts was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero.
The following table presents the assumptions used for the initial measurement of the Earnouts (both employee and non-employee) on September 20, 2021 and to remeasure the fair value of outstanding Non-employee Earnouts liabilities as of December 31, 2021.
September 20,
2021		December 31,
2021
Expected term (in years)5.004.72
Stock price$11.20$4.50
Expected stock price volatility35.0%65.0%
Risk-free interest rate0.8%1.2%
Expected dividends—%—%
Fair Value (per Earnout)$8.94$2.80
As of December 31, 2020, the fair values of Nerdy LLC’s borrowings under its LSA and its promissory note approximated their carrying values (both of which are classified as Level 2).
The Company’s financial assets and liabilities also include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months).
Certain assets and liabilities, including definite-lived assets and goodwill, are measured at fair value on a non-recurring basis. For additional information on definite-lived assets and goodwill, see Notes 2, 10, and Note 11. There were no fair value measurement adjustments recognized related to definite-lived assets and goodwill during the years ended December 31, 2021, 2020, and 2019.
v3.22.0.1
LONG-TERM DEBT
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
The Company’s long-term debt, all of which was held by Nerdy LLC, consisted of the following:
December 31,
20212020
Loan and security agreement$— $39,000 
Promissory note— 8,293 
Paid-in-kind interest— 283 
End of term charge— 399 
Less: Debt issuance costs, net— (396)
Total debt$— $47,579 
Less: Current portion of long-term debt— 6,535 
Total long-term debt$— $41,044 
Revolving Credit Facility
On January 10, 2017, Nerdy LLC entered into an unsecured revolving credit facility (the “Facility”). The Facility allowed for aggregate borrowings of up to $15,000. Monthly payments under the Facility were interest only with aggregate outstanding borrowings due at the termination of the Facility. On June 22, 2018, Nerdy LLC amended the Facility by increasing the total amount available to borrow on the Facility to $30,000, based on certain financial covenants being met. The Facility bore interest equal to the variable prime rate established by the Facility lender plus 0.30%. In connection with proceeds received from initial borrowings under the LSA, Nerdy LLC repaid total outstanding borrowings under the Facility of $10,000 during the year ended December 31, 2019. The Facility was terminated in connection with this repayment, and Nerdy LLC no longer had the ability to borrow under it.
Loan and Security Agreement
On August 9, 2019, Nerdy LLC entered into a LSA for an aggregate principal amount of up to $50,000, subject to certain limitations. Initial borrowings from the LSA of $35,000 were used to extinguish the Facility and for general corporate purposes. The LSA bore interest equal to the greater of either (i) 10.75% plus the prime rate as reported in The Wall Street Journal minus 5.5% or (ii) 10.75%. Additionally, Nerdy LLC was subject to paid-in-kind (“PIK”) interest of 0.55% and an end of term charge equal to 3.00% of the total funded amount. The LSA bore interest at a rate of 10.75% at December 31, 2020. Monthly payments on the LSA are interest only, with the principal, accrued PIK interest and the end of term charge due in full at maturity. Unused capacity under the LSA did not bear a commitment fee.
The LSA was scheduled to mature on August 1, 2023, subject to certain conditions, was secured by substantially all of Nerdy LLC’s assets and did not contain any financial covenants. Nerdy LLC incurred debt issuance costs of $613 associated with the LSA, which were deferred and were being amortized to interest expense over the term of the LSA. On March 19, 2020, Nerdy LLC borrowed an additional $4,000 from the LSA (the maximum borrowing capacity available at the time), increasing
total borrowings from $35,000 to $39,000. On July 28, 2021, Nerdy LLC borrowed an additional $11,000 from the LSA (the maximum borrowing capacity available at the time), increasing total borrowings from $39,000 to $50,000.
With a portion of the proceeds received from the Reverse Recapitalization (see Note 1), Nerdy LLC repaid the $50,000 outstanding principal balance of the LSA. Additionally, Nerdy LLC paid $2,343 in PIK interest, end of term charges, and other expenses. In connection with these repayments and the extinguishment of the LSA, Nerdy LLC recorded a loss of $1,278, which was included in “Gain on extinguishment of debt, net” in the Consolidated Statement of Operations for the year ended December 31, 2021. This loss was recorded in the period prior to the Reverse Recapitalization as the debt did not legally survive the Reverse Recapitalization.
The LSA was terminated in connection with the Reverse Recapitalization, and Nerdy LLC no longer had the ability to borrow under it after the Closing Date.
CARES Act Promissory Note
On April 16, 2020, Nerdy LLC applied for and received a promissory note (the “Promissory Note”) under the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) in the amount of $8,293. The Promissory Note was scheduled to mature on April 16, 2022 and bore a 1.00% interest rate. Nerdy LLC applied for forgiveness of the Promissory Note and on June 30, 2021, Nerdy LLC received notice from the Small Business Administration (the “SBA”) that the Promissory Note and accrued interest of $102 was forgiven in full. In connection with the forgiveness of the Promissory Note, Nerdy LLC recorded a gain of $8,395, which was included in “Gain on extinguishment of debt, net” in the Consolidated Statement of Operations for the year ended December 31, 2021.
In connection with the Reverse Recapitalization (see Note 1), Nerdy Inc.’s Board of Directors approved repayment in full by Nerdy LLC of the previously forgiven principal amount and accrued interest of the Promissory Note and notified the SBA of their intent to do so. As a result, Nerdy LLC recorded the Promissory Note principal balance of $8,293 and accrued interest of $102 on the consolidated balance sheet within other current liabilities, and reported a loss of $8,395, which was included in “Other expense (income), net” in the Consolidated Statement of Operations for the year ended December 31, 2021. On October 14, 2021, Nerdy LLC repaid the Promissory Note principal balance and accrued interest, which is included in “Net Cash Used In Operating Activities” in the Consolidated Statement of Cash Flows for the year ended December 31, 2021.
v3.22.0.1
RELATED PARTIES
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
RELATED PARTIES RELATED PARTIES
Amounts Due to Legacy Nerdy Holders
As of December 31, 2021, the Company recorded amounts due to certain Legacy Nerdy LLC Holders of $841, including amounts related to the exchange for their Historical Nerdy LLC Equity, as “Due to legacy Nerdy holders” on the Consolidated Balance Sheet.
Tax Receivable Agreement
In connection with the Reverse Recapitalization, Nerdy Inc. entered into the Tax Receivable Agreement the TRA Holders. The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after the Reverse Recapitalization as a result of (i) certain increases in tax basis that occur as a result of (A) the Reverse Recapitalization (including as a result of cash received in the Reverse Recapitalization and debt repayment occurring in connection with the Reverse Recapitalization) or (B) exercises of the redemption or call rights set forth in the Nerdy LLC agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. If Nerdy Inc. elects to terminate the Tax Receivable Agreement early, Nerdy Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it to the TRA Holders under the Tax Receivable Agreement (based upon certain valuation assumptions and deemed events set forth in the Tax Receivable Agreement). If a change of control occurs, the Tax Receivable Agreement will remain in effect with respect to each TRA Holder (provided that certain valuation assumptions, including that there will be sufficient income to utilize all tax attributes covered by the Tax Receivable Agreement, will be utilized to determine the payments to be made under the Tax Receivable Agreement), unless such TRA Holder elects (or the representative of the TRA Holders causes all of the TRA Holders to elect) to receive its early termination payment in connection with the change of control transaction.
$331,808 of cash was paid to TRA Holders at the Closing of the Reverse Recapitalization, which resulted in a gross potential tax receivable agreement liability of $96,823 assuming: (i) a share price equal to $10.00 per share, (ii) a constant federal income tax rate of 21.0% and a state tax rate of 3.6%, (net of the federal benefit), (iii) no material changes in tax law, (iv) the ability to utilize tax attributes, and (v) future tax receivable agreement payments. Nerdy Inc. has not recognized any liability under the Tax Receivable Agreement after concluding it was not probable that such Tax Receivable Agreement
payments would be paid based on its estimates of Nerdy LLC’s future taxable income. For additional discussion, see Note 7. No payments were made to the TRA Holders pursuant to the Tax Receivable Agreement during the year ended December 31, 2021. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the Tax Receivable Agreement liability may be considered probable at that time and recorded within earnings.
If the Tax Receivable Agreement were terminated at December 31, 2021, Nerdy Inc. would recognize an additional deferred tax asset of approximately $126,826 and an additional Tax Receivable Agreement liability of approximately $107,802, assuming (i) a price of $4.50 per share (the closing price of the Company’s Class A Common Stock as of December 31, 2021), (ii) a constant corporate tax rate of 24.6%, (iii) that Nerdy Inc. will have sufficient taxable income to fully utilize the tax benefits, and (iv) no material changes in relevant tax law.
v3.22.0.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Independent Contractor Classification Matters
Varsity Tutors, a consolidated subsidiary of the Company, 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. Laws and regulations that govern the status and classification of independent contractors are subject to change and divergent interpretations by various authorities, which can create uncertainty and unpredictability for Varsity Tutors. Varsity Tutors disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters.
The Company believes that it is only reasonably possible and not probable that Varsity Tutors will incur a loss under these various legal and regulatory proceedings challenging the classification of experts as independent contractors because of the Company’s significant experience with such claims of this nature, as well as the Company’s analysis of the facts and circumstances related to current claims. Additionally, the amount of loss cannot be reasonably estimated because the amount of loss contingency is often based on certain variable inputs (e.g., platform usage by the expert, number of plaintiffs/claimants, jurisdiction, etc.) which make the determination of a range of loss not possible. As a result, there was no accrual recorded on the Consolidated Balance Sheet at December 31, 2021 or 2020. No expense was recorded in the years ended December 31, 2021, 2020, or 2019 related to these matters.
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. Although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations, or cash flows of the Company.
Leases
As of December 31, 2021, the Company leases office space in St. Louis, MO and in Tempe, AZ. Additionally, the Company subleases its Tempe, AZ office space as a result of a sublease agreement entered into in 2020. The cash flows from the sublease of the Tempe, AZ office space were less than those the Company was required to make under the original lease agreement, and as a result, the Company recognized a loss of $1,772 in “Other expense (income), net” for the year ended December 31, 2020. During the years ended December 31, 2021, 2020, and 2019, rent expense was $611, $1,560, and $2,451, respectively, and was included in “General and administrative expenses” in the Consolidated Statements of Operations.
As of December 31, 2021, future minimum lease payments due under noncancelable operating lease agreements are shown in the following table.
2022$1,749 
20231,599 
20241,250 
2025632 
2026— 
Thereafter— 
Total$5,230 
As of December 31, 2021, future income due under noncancelable operating sublease agreements are shown in the following table.
2022$981 
20231,000 
20241,019 
2025516 
2026— 
Thereafter— 
Total$3,516 
Executive Agreements
The Company maintains executive services agreements with certain members of its executive management team which contain separation from service clauses that provide for severance upon termination by the Company without cause, or certain other contractual terms
v3.22.0.1
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
For periods prior to the Reverse Recapitalization, Nerdy LLC’s employees had participated in the Nerdy 2016 U.S. Unit Appreciation Rights Plan, the 2016 Canadian Unit Appreciation Rights Plan and the Varsity Tutors, LLC Incentive Unit Plan (collectively, the “Legacy Plans”). The Legacy Plans consisted of unit appreciation rights (“UARs”) and profit interest units (“PIUs”). UARs were subject to multi-year, time-based, graded, vesting schedules, typically over four or five years; and were only eligible for payment upon certain triggering events or as determined by Nerdy LLC’s former board of managers. At settlement, UAR holders would have received the difference between the hurdle rate at issuance and the fair market value of a historical common unit of Nerdy LLC at the time of settlement. Because UARs were only settled upon the outcome of certain events, expense would only be recognized until such time that a triggering event is deemed to be probable. As no such triggering event existed prior to the Reverse Recapitalization, Nerdy LLC did not record expense related to the UARs in the periods prior to the Reverse Recapitalization. PIUs represented a non-voting equity interest in Nerdy LLC that entitled the holder to appreciation in the historical equity value of Nerdy LLC arising after the date of grant and after such time as an applicable hurdle amount is met. PIUs were subject to multi-year, time-based, graded, vesting schedules, typically over a four to six year period. Prior to the Reverse Recapitalization, Nerdy LLC recognized the cost of the PIUs straight-line over the period during which the employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period).
In connection with the Reverse Recapitalization (see Note 1), UARs and PIUs were exchanged for Nerdy Inc. equity awards and cash. Nerdy LLC’s UARs were converted into SARs of Nerdy Inc. and Nerdy LLC’s PIUs were converted into either shares of Class B Common Stock, OpCo Units and cash, or RSAs. Holders of UARs received cash, SARs, or a combination of both. Holders of vested PIUs received a combination of shares of Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC) and cash. Unvested PIUs were converted into RSAs with the underlying equity being Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC).
The UARs of current and former employees were modified in connection with the exchange discussed above. These modifications of the UARs of current and former employees were classified as Type III: Improbable to Probable, pursuant to ASC Topic 718, “Compensation - Stock Compensation (Topic 718).” UARs of 437 current employees were modified and the Company recorded a step-up in the grant date fair value of the awards as of September 20, 2021, which was principally due to the difference between the UAR grant-date hurdle rates and the Company’s stock price as of the modification date. During the year ended December 31, 2021, the Company recognized stock-based compensation expense of $32,066 related to this
modification of the UARs, of which $2,457 and $29,609 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Consolidated Statement of Operations. UARs of 362 former employees were modified and the Company recorded a step-up in the grant date fair value of the awards as of October 15, 2021, which was principally due to the difference between the UAR grant-date hurdle rates and the Company’s stock price as of the modification date. During the year ended December 31, 2021, the Company recognized stock-based compensation expense of $3,697 related to this modification of the UARs, of which $124 and $3,573 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Consolidated Statement of Operations.
The PIUs were also modified in connection with the exchange discussed above; however, as the modification was classified as Type 1: Probable-to-probable, pursuant to ASC Topic 718, no modification expense was recognized during the year ended December 31, 2021.
Subsequent to the Reverse Recapitalization, the Company’s employees and Board of Directors began to participate in Nerdy Inc.’s 2021 Equity Incentive Plan (the “2021 Equity Plan”), which permits the issuance of various stock-based compensation awards up to 27,775, including but not limited to SARs, RSUs, and Stock Options. The Company will no longer issue new awards under the Legacy Plans as all future grants will be issued under the 2021 Equity Plan or another equity plan that is approved by the Compensation Committee of the Company’s Board of Directors. Awards issued under the 2021 Equity Plan have a maximum term of 10 years.
Under the 2021 Equity Plan, Nerdy Inc. granted RSUs, in lieu of any cash compensation, to the legacy Nerdy LLC founder in consideration of the participant’s future continued employment with the Company (the “Founder’s Award”). Each RSU represents the right to receive one share of Class A Common Stock. The RSUs will vest based on the achievement of stock price hurdles. The initial Stock Price Hurdle is $18.00, which will cause one-seventh of the RSUs to vest. Each hurdle is $4.00 greater than the previous and will cause an additional one-seventh of the RSUs to vest, with 100% vested at $42.00. If the stock price hurdles are not met by September 20, 2028 (“Performance Period End Date”), the unvested RSUs will be forfeited. The stock price hurdles will be deemed achieved upon the first date prior to the Performance Period End Date on which the average closing market price on the NYSE of one share of Nerdy Inc.’s Class A Common Stock over a consecutive 90 calendar-day period, equals or exceeds the applicable dollar amount set forth in the vesting table.
As a result of the Reverse Recapitalization, the Company has issued and outstanding Warrants and Earnouts (see Note 1). Warrants and Earnouts issued to current employees as of September 20, 2021 (the “Employee Warrants” and the “Employee Earnouts,” respectively) were classified as stock-based compensation under ASC Topic 718 as these Warrants and Earnouts were granted conditionally based upon employment. Former employees were not granted Warrants and Earnouts. The Company recorded the fair value of the Employee Warrants and Employee Earnouts as stock-based compensation expense of $408 and $2,763, respectively, at the Closing Date as there was no required service period after that date. Of the total Employee Warrant expense, $79 and $329 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Consolidated Statement of Operations for the year ended December 31, 2021. Of the total Employee Earnout expense, $46 and $2,717 was included in “Sales and marketing expenses” and “General and administrative expenses,” respectively, in the Consolidated Statement of Operations for the year ended December 31, 2021.
Total compensation cost for the Company’s non-cash stock-based compensation awards recognized in the years ended December 31, 2021, 2020, and 2019 consisted of:

Year ended December 31,
Financial Statement Location202120202019
Sales and marketing expenses$3,378 $— $— 
General and administrative expenses51,039 1,730 1,747 
Fixed assets, net (capitalized internal use software)543 — — 
Total non-cash stock-based compensation costs$54,960 $1,730 $1,747 
As of December 31, 2021, the total compensation cost related to non-vested awards not yet recognized was $146,253, which is expected to be recognized over a weighted-average period of 3.67 years. The Company did not recognize any deferred tax benefit related to non-cash stock-based compensation expense for the year ended December 31, 2021 as it has recorded a full valuation allowance against the deferred tax assets at Nerdy Inc. as of and for the year ended December 31, 2021. For additional discussion, see Note 7. For periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, any deferred tax benefit related to non-cash stock-based compensation expense was allocated to its members. As of December 31, 2021, total compensation cost capitalized as “Capitalized internal use software” on the Consolidated Balance Sheet was $543.
SARs (formerly UARs)
in thousands, except UARs and SARs, which are in ones, or where otherwise indicatedSARsWeighted- Average Exercise Price Per ShareWeighted-Average Remaining Contractual Terms in YearsAggregate Intrinsic Value
Outstanding UARs at December 31, 202013,428,010 $1.35 
UARs granted prior to the Reverse Recapitalization474,200 4.24 
UARs exercised prior to the Reverse Recapitalization— — 
UARs forfeited prior to the Reverse Recapitalization(656,770)1.50 
UARs expired prior to the Reverse Recapitalization— — 
Conversion to SARs(5,383,455)— 
SARs granted after the Reverse Recapitalization— — 
SARs exercised after the Reverse Recapitalization— — 
SARs forfeited after the Reverse Recapitalization— — 
SARs expired after the Reverse Recapitalization(385,808)3.27 
Outstanding SARs at December 31, 20217,476,177 2.19 7.49$17,703 
SARs vested and expected to vest as of December 31, 20217,476,177 2.19 7.4917,703 
SARs exercisable at December 31, 20213,650,736 1.97 6.929,263 
The fair value of each SAR that was modified was estimated on the modification date using the Black-Scholes Model. The Company used the simplified method for estimating a SAR term as it did not have sufficient historical exercise experience upon which to estimate an expected term. The expected term is estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends of peer companies as of the modification date. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The dividend yield was set at zero as the underlying security as the Company does not intend to pay a dividend in the foreseeable future. The weighted-average assumptions and fair values for SARs modified are summarized in the table below.
2021
Expected term (in years)4.28
Expected stock price volatility57.8%
Risk-free interest rate0.7%
Expected dividends—%
Fair Value (per SAR)$8.84
RSAs (formerly PIUs)
PIUs and RSAs are in ones and where otherwise indicatedRSAsWeighted-Average Grant Date Fair Value Per Share
Nonvested PIUs at December 31, 202010,513,291 $0.57 
PIUs granted prior to the Reverse Recapitalization— — 
PIUs vested prior to the Reverse Recapitalization(3,079,371)0.49 
PIUs forfeited prior to the Reverse Recapitalization— — 
Conversion to RSAs(4,377,597)— 
RSAs granted after the Reverse Recapitalization— — 
RSAs vested after the Reverse Recapitalization(16,645)1.97 
RSAs forfeited after the Reverse Recapitalization(230,700)1.10 
Nonvested RSAs at December 31, 20212,808,978 1.01 
The fair value of each PIU was estimated on the date of grant using the Black-Scholes Model. Nerdy LLC used the simplified method for estimating a RSA term as it did not have sufficient historical exercise experience upon which to estimate an expected term. The expected term was estimated based on the award’s vesting period and contractual term. Expected volatilities were based on historical volatility trends of peer companies as of each grant date. The risk-free rate was the interpolated U.S. Treasury rate for a term equal to the expected term. The dividend yield was set at zero as the Company does not intend to pay a dividend in the foreseeable future. There were no PIUs granted in 2021. The weighted-average assumptions and fair values for PIUs granted are summarized in the table below.
20202019
Expected term (in years)7.007.05
Expected stock price volatility50.0%50.0%
Risk-free interest rate0.5%2.4%
Expected dividends—%—%
Fair Value (per PIU)$0.83$0.59
Stock Options
Stock Options are in ones and where otherwise indicatedStock OptionsWeighted- Average Exercise Price Per ShareWeighted-Average Remaining Contractual Terms in YearsAggregate Intrinsic Value
Outstanding at December 31, 2020— $— 
Granted after the Reverse Recapitalization3,799,100 11.20 
Exercised after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization(452,000)11.20 
Expired after the Reverse Recapitalization— 11.20 
Outstanding at December 31, 20213,347,100 11.20 9.72$— 
Vested and expected to vest as of December 31, 20213,347,100 11.20 9.72— 
Exercisable at December 31, 2021— — — — 
The fair value of each stock option was estimated on the date of grant using the Black-Scholes Model. The Company uses the simplified method for estimating a stock option term as it does not have sufficient historical stock options exercise experience upon which to estimate an expected term. The expected term is estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends of peer companies. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The dividend yield was set at zero as the Company does not intend to pay a dividend in the foreseeable future. The weighted-average assumptions and fair values for stock options granted are summarized in the table below.
2021
Expected term (in years)6.26
Expected stock price volatility59.5%
Risk-free interest rate1.0%
Expected dividends—%
Fair Value (per stock option)$6.24
RSUs
RSUs in ones and where otherwise indicatedRSUsWeighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2020— $— 
Granted after the Reverse Recapitalization8,905,388 5.71 
Vested after the Reverse Recapitalization(37,500)5.70 
Forfeited after the Reverse Recapitalization(8,681)5.70 
Nonvested at December 31, 20218,859,207 5.71 
The grant date fair value of each RSU award was determined based upon the closing price of the Company’s Class A Common Stock on the date of grant. The total vest date fair value of RSUs that vested during 2021 was $189. No RSUs were granted or vested during 2020 or 2019.
RSUs - Founder’s Award
RSUs - Founder’s Award in ones and where otherwise indicatedRSUs - Founder’s AwardWeighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2020— $— 
Granted after the Reverse Recapitalization9,258,298 5.06 
Vested after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization— — 
Nonvested at December 31, 20219,258,298 5.06 
The grant date fair value of the Founder’s Award was determined using a Monte Carlo simulation. Inherent in the Monte Carlo Option Pricing Method are assumptions related to expected stock-price volatility, expected term, and risk-free interest rate. The Company estimated the volatility of the Founder’s Award based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Founder’s Award. 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 Founder’s Award. The expected term of the Founder’s Award was assumed to be equivalent to the contractual term of 7 years. The assumptions used to value the Founder’s Award granted during the year ended December 31, 2021 are summarized in the table below.
2021
Expected term (in years)7.00
Stock price$11.20
Expected stock price volatility36.0%
Risk-free interest rate1.1%
Fair Value (per award)$5.06
The Founder’s Award grant-date fair value is recognized using the graded vesting method during which the employee is required to provide service in exchange for the award - the requisite service period. The requisite service period was determined to be the derived service period of 4.70 years.
Employee Warrants
Employee Warrants are in ones and where otherwise indicatedEmployee WarrantsWeighted- Average Exercise Price Per ShareWeighted-Average Remaining Contractual Terms in YearsAggregate Intrinsic Value
Outstanding at December 31, 2020— $— 
Granted in connection with the Reverse Recapitalization188,958 11.50 
Exercised after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization— — 
Expired after the Reverse Recapitalization— — 
Outstanding at December 31, 2021188,958 11.50 4.72$— 
The grant date fair value of Employee Warrants was determined using the market approach based upon the closing price of the Public Warrants on the date of grant, which was $2.16.
Employee Earnouts
Employee earnouts in ones and where otherwise indicatedEmployee EarnoutsWeighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2020— $— 
Granted in connection with the Reverse Recapitalization309,179 8.94 
Vested after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization— — 
Nonvested at December 31, 2021309,179 8.94 
The grant date fair value of the Employee Earnout was determined using a Monte Carlo simulation. See Note 14 for the assumptions used to value the Employee Earnouts granted during the year ended December 31, 2021.
v3.22.0.1
MEMBERS’ EQUITY OF NERDY LLC
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
MEMBERS’ EQUITY OF NERDY LLC MEMBERS’ EQUITY OF NERDY LLC
For periods prior to the Reverse Recapitalization, Nerdy LLC had historical equity described below authorized, issued and outstanding. As discussed in Note 1, Legacy Nerdy Holders received cash, Class A Common Stock, or Class B Common Stock, and OpCo Units in exchange for their Historical Nerdy LLC Equity, pursuant to the terms of the Business Combination Agreement. Holders of UARs received SARs or a combination of cash and SARs. Holders of vested PIUs received a combination into shares of Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC) and cash. Unvested PIUs were converted into RSAs with the underlying equity being Class B Common Stock (and an equivalent number of OpCo Units in Nerdy LLC). The Company recasted Historical Nerdy LLC Equity outstanding for the periods prior to the Reverse Recapitalization, reflecting the exchange ratio of 1-for-0.64 (see Note 2). The historical Nerdy LLC units disclosed in this note give effect to the conversion for all periods presented, without any change to par value or per unit amounts. The Company has not made retroactive adjustments related to the historical book values of Historical Nerdy LLC Equity as the adjustments were considered immaterial.
Redeemable Preferred Units
Class B Redeemable Preferred Units
Nerdy LLC had authorized 25,920 units of Class B redeemable preferred voting units (“Class B Units”), of which 25,920 were issued and outstanding as of December 31, 2020.
Class C Redeemable Preferred Units
Nerdy LLC had authorized 11,895 units of Class C redeemable preferred voting units (“Class C Units”), of which 11,895 were issued and outstanding as of December 31, 2020.
Redeemable Preferred Units Rights
Nerdy LLC’s previously amended and restated operating agreement (the “Historical Nerdy LLC Operating Agreement”) stated that starting on November 24, 2022 (the fifth anniversary of the Historical Nerdy LLC Operating Agreement), holders of a majority of the Class B and Class C units (collectively the “Senior Preferred Units”) could have elected to have Nerdy LLC redeem one-third of the outstanding Senior Preferred Units within 60 days from the election date and then on each of the following two anniversaries, at a redemption price equal to the greater of (i) the applicable original issue price (“OIP”) of such class of Senior Preferred Units or (ii) the fair market value of the Senior Preferred Units as of the redemption election date. Nerdy LLC’s Senior Preferred Units were accreted to the greater of OIP or fair market value, which was the redemption value, at the end of each reporting date. During the year ended December 31, 2020, Nerdy LLC recognized accretion of $150,146 and $69,111 on the Class B Units and the Class C Units, respectively, which was recorded to “Accumulated deficit” on the Consolidated Balance Sheet. Senior Preferred Units were convertible into common units at any time at the option of the holders, or automatically upon a qualified initial public offering, at a conversion price equal to the applicable OIP of such class of Senior Preferred Units, subject to adjustment for subsequent issuances of common units.
The following table summarizes the changes to Nerdy LLC’s Class B Units for years ended December 31, 2021, 2020, and 2019. There was no activity related to the Class B Units and Class C Units during the year ended December 31, 2019. The exchange of Nerdy LLC Class B Units and Class C Units related to the Reverse Recapitalization was initially recorded to “Additional paid-in capital” and subsequently to “Cash and Cash Equivalents,” to the extent Legacy Nerdy LLC Holders received cash, on the Consolidated Balance Sheet.
Redeemable Preferred Units
Class BClass C
UnitsValueUnitsValue
Balance, December 31, 2019 and 201825,920 $109,492 11,895 $50,047 
Redeemable preferred unit accretion— 150,146 — 69,111 
Balance, December 31, 202025,920 $259,638 11,895 $119,158 
Reverse Recapitalization(25,920)(259,638)(11,895)(119,158)
Balance, December 31, 2021— $— — $— 
Nonredeemable Preferred Units
Class A Preferred Units
Nerdy LLC had authorized 5,060 units of Class A preferred voting units (“Class A Units”), of which 5,060 were issued and outstanding as of December 31, 2020. As of December 31, 2020, $1,909 of cumulative dividends would have been payable in the event of a qualifying distribution.
Class A-1 Preferred Units
Nerdy LLC had authorized 5,007 units of Class A-1 preferred voting units (“Class A-1 Units”), of which 5,007 were issued and outstanding as of December 31, 2020. As of December 31, 2020, $1,715 of cumulative dividends would have been payable in the event of a qualifying distribution.
Nonredeemable Preferred Units Rights
Class A Units were eligible to receive, in the aggregate, an amount equal to 3x the Class A OIP (the “Class A Preferred Return”) in accordance with and subject to the Company’s distribution waterfall. Class A-1 Units were eligible to receive, in the aggregate, an amount equal to 3x the Class A-1 OIP (the “Class A-1 Preferred Return” and together with the Class A Preferred Return, the “Preferred Return”) in accordance with and subject to the Company’s distribution waterfall. Alternatively, at the election of a holder at any time, or automatically in connection with a qualified initial public offering, the Class A Units and Class A-1 Units convert to common units in accordance with the then-applicable conversion ratio.
Common Units
Nerdy LLC authorized 54,761 units of common membership voting units, of which 54,761 were issued and outstanding as of December 31, 2020. Common unit holders shared in Nerdy LLC’s profits and distributions after the holders of Class A Units, Class A-1 Units, Class B Units, Class C Units and the Class A Units and Class A-1 Units Preferred Return, or on a pro rata basis in the event of a qualified initial public offering.
As of December 31, 2020, there were no authorized and unissued Class A Units, Class A-1 Units, Class B Units, Class C Units or Common Units.
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
For the year ended December 31, 2021, the consolidated financial statements reflect the consolidated results of operations, comprehensive income (loss), cash flows, and changes in equity of Nerdy LLC and its wholly-owned subsidiaries for the period of January 1, 2021 through September 20, 2021, the Closing Date of the Reverse Recapitalization, and the consolidated results of operations, comprehensive income (loss), cash flows, and changes in stockholders’ equity of Nerdy Inc. and its consolidated subsidiaries, including Nerdy LLC, for the period of September 21, 2021 through December 31, 2021. The consolidated balance sheet at December 31, 2021 presents the financial condition of Nerdy Inc. and its consolidated subsidiaries, including Nerdy LLC, and reflects the initial recording of the assets and liabilities of Nerdy Inc. at their historical cost (see Note 4).
For the years ended December 31, 2020 and 2019, the consolidated financial statements present the consolidated results of operations, comprehensive income (loss), cash flows, and changes in equity of Nerdy LLC. The consolidated balance sheet as of December 31, 2020 presents the financial condition of Nerdy LLC and its wholly-owned subsidiaries.
In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” the historical equity of Nerdy LLC has been recast in all periods up to the Closing Date, to reflect the number of shares of Nerdy Inc.’s Class A Common Stock and Class B Common Stock issued to Legacy Nerdy Holders in connection with the Reverse Recapitalization. The Company recast the units outstanding related to the historical Nerdy LLC preferred units and common units (the “Historical Nerdy LLC Equity”) prior to the Reverse Recapitalization as common equity of Nerdy Inc., reflecting the exchange ratio of 1-for-0.64, pursuant to the Business Combination Agreement. The consolidated financial statements and related notes thereto give effect to the conversion for all periods presented, without any change to par value or per unit amounts. The consolidated financial statements do not necessarily represent the capital structure of Nerdy Inc. had the Reverse Recapitalization occurred in prior periods. The Company has not made retroactive adjustments related to the historical book values of Historical Nerdy LLC Equity as the adjustments were considered immaterial.
For the year ended December 31, 2021, $3,779 of the consolidated net losses of Nerdy LLC were attributable to the Class A Common Stockholders, and reflects the Class A Common Stockholders’ absorption of a portion of the consolidated net losses of Nerdy LLC for the period of September 21, 2021 through December 31, 2021. For the year ended December 31, 2021, $3,354 of the consolidated net losses of Nerdy LLC were attributable to the NCI, and reflects the Legacy Nerdy Holders’ absorption of a portion of the consolidated net losses of Nerdy LLC for the period of September 21, 2021 through December 31, 2021. For the year ended December 31, 2021, $23,546 of the consolidated net losses of Nerdy LLC were attributable to the Legacy Nerdy Holders to reflect their absorption of 100% of the consolidated net losses of Nerdy LLC pertaining to the period of January 1, 2021 through September 20, 2021, the Closing Date of the Reverse Recapitalization. For the years ended December 31, 2020 and 2019, net losses of $24,663 and $22,439, respectively, were attributable to the Legacy Nerdy Holders to reflect their absorption of 100% of Nerdy LLC’s net losses pertaining to the periods prior to the Reverse Recapitalization.
Principles of Consolidation
Principles of Consolidation
For the period of September 21, 2021 through December 31, 2021, the consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Nerdy LLC. In determining the accounting of Nerdy Inc.’s interest in Nerdy LLC after the Reverse Recapitalization, management concluded Nerdy LLC was not a variable interest entity as defined by ASC Topic 810, “Consolidation,” and as such, Nerdy LLC was evaluated under the voting interest model. As Nerdy Inc. has the right to appoint a majority (three of the five) managers of Nerdy LLC, Nerdy Inc. controls Nerdy LLC, and therefore, the financial results of Nerdy LLC and its subsidiaries, after the completion of the Reverse Recapitalization on September 20, 2021, are consolidated with and into Nerdy’s Inc.’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated.
For the days and periods prior to Reverse Recapitalization, the consolidated financial statements of the Company comprise the accounts of Nerdy LLC and its wholly-owned subsidiaries. All intercompany accounts and transactions among Nerdy LLC and its consolidated subsidiaries were eliminated.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, the valuation of the Warrants, Earnouts, and the Founder’s Award (as defined in Note 18), useful lives assigned to long-lived assets and definite-lived intangibles for depreciation and amortization, impairment of goodwill, long-lived assets and definite-lived intangible assets, the valuation of acquired intangible assets, internal-use software, and website development costs. The Company bases its estimates on historical experience, knowledge of current business conditions, and various other factors it believes to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from these estimates, and such differences could be material to its financial position and operating cash flows.
Segment Information
Segment Information
The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s chief executive officer, in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the U.S.
Fair Value
Fair Value
The Company holds certain items that are required to be disclosed at fair value (see Note 14). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:
Level 1 - Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.
Level 2 - Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.
Level 3 - Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
Foreign Currency Translation
Foreign Currency Translation
The Company operates foreign businesses in the United Kingdom and Canada. The functional currencies of these businesses are the local currencies. Adjustments from the translation of foreign currency into U.S. dollars for balance sheet amounts are based on exchange rates as of the balance sheet date. Revenues and expenses are translated at average exchange
rates during the period. Foreign currency translation gains or losses are included in “Accumulated other comprehensive income” as a component of “Stockholders’ Equity (Deficit)” on the Consolidated Balance Sheets.
Revenue Recognition and Deferred Revenue/Cost of Revenue
Revenue Recognition and Deferred Revenue
The Company recognizes revenues from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of its contracts with Learners and institutions, who are the Company’s customers, when they are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
The Company generates revenue by selling services to Learners and institutions for one-on-one instruction and classes that are fulfilled by Experts, who deliver instruction on the Company’s behalf through its proprietary Live Learning Platform.
The Company’s revenues from contracts with Learners, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the customer receives benefit from the completion of each session (as Learners are not obligated to meet with the same Expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized and deferred revenue is relieved on the date services are delivered to Learners in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services.
Cash for the purchase of services by Learners is generally collected in advance (at one time or in installments) and recorded to deferred revenue until the services are used by the Learner. With respect to installment sales, the first installment payment is collected at the time of sale with the subsequent payment typically due thirty days later. Per the terms of the contract, purchased services can be redeemed up to one year from the date of the first payment. The Company recognizes revenue for unredeemed payments for services over the life of the agreement with the customer based on historical customer usage patterns. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.
The Company’s revenues from contracts with institutions, which are short-term duration of generally one year or less, are recognized from one-on-one and class services as performance obligations are satisfied. Given the institutions receive benefit from the completion of each session (as institutions are not obligated to meet with the same Expert for a minimum number of sessions), the Company has concluded that each session is a separate performance obligation. Revenue is recognized, and to the extent cash for the purchase of services by institutions is collected in advance (at one time or in installments), deferred revenue is relieved on the date services are delivered to the institutions in an amount that reflects the consideration the Company is contractually entitled to receive in exchange for those services. For institutions that do not pay in advance, the Company typically invoices these institutions on a monthly basis for each session provided, with amounts recorded to accounts receivable, net of any related allowance for doubtful accounts.
Per the terms of the contract, services purchased by institutions can be redeemed up to one year from the date of the first payment. To the extent cash for the purchase of services by institutions is collected in advance, the Company recognizes revenue for unredeemed payments for services over the life of the agreement with institutions based on usage. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period.
The Company provides a significant service of integrating instruction services, which are provided by Experts on the Company’s behalf through its platform, using its curation and matching technologies and features in order to deliver a combined output to meet its performance obligation to Learners. The Company is primarily responsible for the services provided and sets pricing. The Company determined that collectively, these factors reflect that it is the principal in transactions with Learners and institutions.
The Company does not have any incremental costs to obtain or fulfill a contract that would require capitalization. The Company elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less.
On January 1, 2019, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” using the modified retrospective method applied to those contracts which were not completed as of the date of adoption. The Company recorded an adjustment to accumulated deficit as of January 1, 2019, to reflect the application of its updated revenue recognition policy, primarily related to the accounting for unredeemed payments for services, which are now recognized over the expected customer usage period rather than at the end of the contract period. The cumulative adjustment resulted in a decrease of $16,767 to“Accumulated deficit” and “Deferred revenue” on the consolidated balance sheet. Revenue for reporting periods beginning January 1, 2019 are presented under ASC Topic 606, resulting in a decrease in “Deferred revenue” of $3,911 and a corresponding increase in “Revenue,” as of and for the year ended December 31, 2019, due to revenue from unredeemed payments for services being recognized in accordance with ASC Topic 606.
Cost of Revenue
Cost of revenue includes the cost of Experts, who provide services to Learners on the Company’s behalf, amortization of capitalized technology costs, including stock-based compensation, and other costs required to deliver services to Learners and institutions. Expert costs are recognized as services are provided to Learners.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. The Company’s cash and cash equivalents, which consist of cash at financial institutions, are stated at cost and approximate fair value.
Restricted Cash
Restricted Cash
The Company classifies certain restricted cash balances within “Other current assets” and “Other assets” on the Consolidated Balance Sheets. Restricted cash consists of cash collateralized letters of credit in support of its corporate office leases and cash deposits due to Legacy Nerdy LLC Holders in exchange for their Historical Nerdy LLC Equity. Restricted cash amounts for contractual obligations with an expected duration of less than one year and more than one year are reported as “Other current assets” and “Other assets,” respectively, on the Consolidated Balance Sheets. For additional information, see Note 9.
Accounts Receivable, Net and Allowance for Doubtful Accounts
Accounts Receivable, Net
The Company’s accounts receivables relate to sales of services which have not been collected and contractual amounts due to the Company. A receivable is considered past due if payments have not been received within the agreed upon invoice terms.
Allowance for Doubtful Accounts
The Company assesses the creditworthiness of its customers based on multiple sources of information, and analyzes factors such as historical bad debt experience and economic trends. Accounts receivable are written off as a decrease to the allowance for doubtful accounts when all collection efforts have been exhausted and an account is deemed uncollectible.
Prepaid Expenses Prepaid ExpensesPrepaid expenses are stated at historical cost, net of any related amortization, and consist of amounts paid in advance for insurance, rent, advertising, and other operating costs, which are of continuing benefit to the Company.
Fixed Assets, Net
Fixed Assets, Net
Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of furniture and equipment. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets. Depreciation of fixed assets other than capitalized internal use software is included in “General and administrative expenses” in the Consolidated Statements of Operations. Estimated useful lives range from one to seven years for furniture and fixtures; the shorter of lease term or seven years for leasehold improvements; one to three years for office equipment; and one to four years for other fixed assets. Repair and maintenance costs are expensed as incurred. Any gains and losses incurred on the sale or disposals of assets are included in “General and administrative expenses” in the Consolidated Statements of Operations.
Internal Use Software
The Company capitalizes certain costs, including stock-based compensation, associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue” in the Consolidated Statements of Operations, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades.
For additional information on fixed assets and internal use software, see Note 10.
Goodwill
Goodwill
Goodwill recorded by the Company relates to the assets of a previously acquired business. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method
of accounting as of the acquisition date.
Intangible Assets
Intangible Assets
Intangible assets consist solely of definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. Amortization of the definite-lived intangible assets is provided on a straight-line basis over 10 years and is included in “General and administrative expenses” in the Consolidated Statements of Operations. For additional information on intangible assets, see Note 11.
Recoverability of Assets
Recoverability of Assets
The Company continually evaluates whether events or circumstances have occurred which might impair the recoverability of the carrying value of its assets, including property, identifiable intangibles, and goodwill. The Company groups assets at the lowest level for which cash flows are separately identifiable. In general, an asset group is deemed impaired and written down to its fair value if estimated related undiscounted future cash flows are less than its carrying amount.
The Company conducts a definite-lived asset impairment assessment when events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. For the years ended December 31, 2021, 2020, and 2019, the Company concluded there were no events or changes in circumstances indicate that would indicate an impairment of its definite-lived assets.
The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative goodwill impairment test would be performed. The Company’s qualitative assessment requires management to make judgments surrounding macroeconomic, industry and market factors, as well as the overall condition and performance of the Company, and other relevant entity-specific events.
Stock-based Compensation
Stock-based Compensation
The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized straight-line or graded (when applicable) over the period during which the employee is required to provide service in exchange for the award - the requisite service period (usually the vesting period). Any forfeitures of stock-based compensation are recorded as they occur. See Note 18 for disclosures related to stock-based compensation.
Marketing Expense Marketing ExpenseMarketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search, and other paid channels. Costs associated with the delivery of the Company’s large group classes, including celebrity-led StarCourse costs, and expenditures across new marketing channels to drive brand awareness and reach, are also included in marketing expenses. Marketing costs are expensed as incurred by the Company within “Sales and marketing expenses” in the Consolidated Statements of Operations.
Income Taxes
Income Taxes
For days and periods prior to the Reverse Recapitalization, Nerdy LLC was a partnership. As such, its net taxable income or loss and any related tax credits were allocated to its members.
Subsequent to the Reverse Recapitalization, Nerdy Inc. holds an economic interest in Nerdy LLC (see Note 1), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Nerdy LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Nerdy Inc. Nerdy Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of net taxable income or loss and any related tax credits of Nerdy LLC. Nerdy Inc. is also subject to taxes in foreign jurisdictions in which it operates.
The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. Nerdy Inc. is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations.
Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities, and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals, or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. Additionally, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense.
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share
As noted above, the Company recasted Historical Nerdy LLC Equity as Nerdy Inc. common equity for all periods prior to the Reverse Recapitalization. However, as 100% of the net losses of Nerdy LLC prior to the Reverse Recapitalization were absorbed by the Legacy Nerdy Holders, basic and diluted earnings (loss) per share is zero for the years ended December 31, 2020 and 2019 and basic and diluted earnings (loss) per share for the year ended December 31, 2021 represents only the period from September 21, 2021 to December 31, 2021, when the Company had earnings (loss) attributable to Class A Common Stockholders. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented.
As discussed in Note 1, the Company has issued and outstanding Earnouts, which are subject to forfeiture if the achievement of certain stock price thresholds are not met within five years of the Reverse Recapitalization (assuming there is no change in control event). In accordance with ASC Topic 260, “Earnings Per Share,” Earnouts are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Earnouts will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, Earnouts do not participate in losses but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted earnings (loss) per share. As such, basic and diluted earnings (loss) per share is computed using the two-class method.
Basic earnings (loss) per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock appreciation rights (“SAR(s)”), restricted stock awards (“RSA(s)”), restricted stock units (“RSU(s)”), non-qualified stock options (“Stock Option(s)”), and Warrants, if any, using the “treasury stock” method and the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. Net earnings (loss) for diluted earnings (loss) per share is adjusted for the Legacy Nerdy Holders’ share of Nerdy LLC’s consolidated net earnings (loss), net of Nerdy Inc. taxes, after giving effect to the Nerdy LLC Combined Interests that convert into potential shares of Class A Common Stock. Additionally, Net earnings (loss) for diluted earnings (loss) per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent they are dilutive.
Debt Issuance Costs
Debt Issuance Costs
The Company presents debt issuance costs on the consolidated balance sheets as a direct deduction from the carrying value of debt. Debt issuance costs are amortized over the term of the related debt instrument using the effective-interest method. Amortization of debt issuance costs are recorded as “Interest expense” in the Consolidated Statements of Operations.
Financial Instruments
Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes.
As a result of the Reverse Recapitalization (see Note 1), the Company has issued and outstanding Warrants and Earnouts. The Company evaluates the Warrants and Earnouts, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of whether the instrument should be classified stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Warrants and Earnouts issued to non-employees (the “Non-employee Warrants” and the “Non-employee Earnouts,” respectively) were not classified as stock-based compensation as there was no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants and Non-employee Earnouts are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Derivative Warrant and Earnout liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Public Warrants to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Nerdy Inc.’s Public Warrants at the end of each reporting period. Private Placement Warrants, FPA Warrants, and OpCo Warrants issued to non-employees are measured at fair value on a recurring basis based upon the quoted price for similar liabilities (Public Warrants issued to non-employees) in active markets as of the end of each period. Non-employee Earnouts are measured at fair value on recurring basis, using the Monte Carlo Option Pricing Method at the end of each reporting period.
For additional information on the Non-employee Warrants and Non-employee Earnouts, see Notes 13 and 14. The Company does not offset derivative assets and liabilities within the Consolidated Balance Sheets
Recently Issued Accounting Standards
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated. Under the new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
The Company is in the process of implementing its lease accounting and related business processes, as well as its internal controls. The Company has substantially completed its analysis of these standards’ impacts on the Company’s lease portfolio. The Company will adopt these ASUs on January 1, 2022 and expects to use the cumulative effect adjustment approach. The Company will elect certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of those leases. The Company will also elect to not recognize leases with an initial term of twelve months or less on its balance sheet. The Company expects the following to be recognized at adoption of this ASU: a sublease receivable between $2,800 and $3,500 related to its sublease of its Tempe, AZ office space, a right-of-use asset between $800 and $1,000, and lease liabilities between $4,200 and $5,200. These estimates are subject to change based upon the completion of the Company’s implementation procedures. The Company does not expect this guidance to have a material impact on its statements of operations or cash flows. The Company will provide expanded disclosures to present additional information related to its leasing arrangements in accordance with the standard. See Note 17 for additional information on noncancelable future lease commitments and sublease agreements.
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 Company is required to adopt this ASU on January 1, 2023. The new current expected credit losses (“CECL”) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts, and trade receivables, as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities, and other financial assets measured at fair value through other comprehensive income and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available-for-sale debt securities to be recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities, and provides for additional disclosure requirements. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU.
In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it simplifies the diluted earnings (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.
v3.22.0.1
REVERSE RECAPITALIZATION (Tables)
 12 Months Ended
Dec. 31, 2021
Reverse Recapitalization [Abstract]  
Historical cost of assets and liabilities
The following table provides the historical cost of assets and liabilities of Nerdy Inc. as of September 20, 2021.
Cash and cash equivalents$558,324 
Other current assets642 
Other current liabilities (a)(41,760)
Total net assets $517,206 
(a)Includes historical warrants held by TPG Pace that were exchanged for Private Placement Warrants and Public Warrants of Nerdy Inc. in connection with the Reverse Recapitalization.
v3.22.0.1
NONCONTROLLING INTERESTS (Tables)
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest [Abstract]  
Summary of changes in noncontrolling interest
The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the period beginning September 20, 2021, the Closing Date of the Reverse Recapitalization, and ending December 31, 2021 (see Note 1).
OpCo UnitsOwnership Percentage
Nerdy Inc.
(a)		Legacy Nerdy HoldersTotalNerdy Inc.
(a)		Legacy Nerdy HoldersTotal
Beginning of period— — — — %— %— %
Issuance of OpCo Units79,233 70,613 149,846 52.9 %47.1 %100.0 %
Vesting of equity awards38 16 54 — %— %— %
End of period79,271 70,629 149,900 52.9 %47.1 %100.0 %
(a)Includes OpCo Units held by certain Legacy Nerdy Holders, who were issued 11,550 shares of Class A Common Stock of Nerdy Inc., excluding Earnouts, in connection with the Reverse Recapitalization, and therefore, indirectly, owned 11,550 OpCo Units of Nerdy LLC. As of December 31, 2021, these Legacy Nerdy Holders own 11,550 shares, excluding Earnouts, of Class A Common Stock of Nerdy Inc., and therefore, indirectly own 11,550 OpCo Units, or 7.7%, of total OpCo Units of Nerdy LLC, which are held by Nerdy Inc.
v3.22.0.1
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Revenue by service category
The following table presents the Company’s revenue by service category:
Year ended December 31,
202120202019
Online$140,664 $97,440 $64,378 
In-person— 6,528 26,074 
$140,664 $103,968 $90,452 
Schedule of accounts receivable The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances:
December 31,
20212020
Accounts receivable, net$5,321 $475 
Deferred revenue$30,005 $17,270 
Schedule of deferred revenue The following table presents the Company’s “Accounts receivable, net” and “Deferred revenue” balances:
December 31,
20212020
Accounts receivable, net$5,321 $475 
Deferred revenue$30,005 $17,270 
v3.22.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of income tax expense
The expense for income taxes for the year ended December 31, 2021 consisted of the following:
Year Ended December 31, 2021
Current:
Federal$— 
State and local40 
40 
Deferred:
Federal— 
State and local— 
— 
Income tax expense$40 
Loss before income taxes after the Reverse Recapitalization$(7,093)
Effective income tax rate(0.6)%
Schedule of reconciliation of income tax expense
A reconciliation of income tax expense with amounts computed at the federal statutory tax rate is as follows:
Year Ended December 31, 2021
Computed tax (21%)$(1,489)
Partnership outside basis adjustments(8,827)
Income tax benefit attributable to NCI797 
Change in valuation allowance9,812 
State income tax benefit, net of effect on federal tax(190)
Other, net (none in excess of 5% of computed tax)(63)
Income tax expense$40 
Schedule of non-current deferred tax assets (liabilities)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Non-current deferred tax assets (liabilities) were as follows:
December 31, 2021
AssetsLiabilitiesNet
Investment in Nerdy LLC (a)$54,527 $— $54,527 
Net operating loss and credit carryforwards5,829 — 5,829 
Other items127 — 127 
Total gross deferred income taxes60,483 — 60,483 
Valuation allowance(60,483)— (60,483)
Total deferred taxes$— $— $— 
(a)The Company’s deferred tax asset for investment in partnership relates to excess tax outside basis over financial reporting outside basis in Nerdy LLC, which is treated as a partnership for U.S. federal income tax purposes.
Summary of valuation allowance
The following table summarizes changes to the Company’s valuation allowance for the year ended December 31, 2021.
Year Ended December 31, 2021
Balance, beginning of year$— 
Reverse Recapitalization (a)(50,671)
Change in valuation allowance(9,812)
Balance, end of year$(60,483)
(a)The initial recognition of the Company’s valuation allowance in connection with the Reverse Recapitalization was recorded to “Additional paid-in capital” on the Consolidated Balance Sheet.
v3.22.0.1
LOSS PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Schedule of earnings per share, basic and diluted
The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock and represents the period from September 21, 2021 to December 31, 2021, the period where the Company had Class A and Class B common stock outstanding. Class B Common Stock does not have economic rights in Nerdy Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Earnouts do not participate in profits or losses but are eligible to receive non-forfeitable dividends, if any, as declared by Nerdy Inc., and as a result, are considered participating securities for basic and diluted loss per share. As such, basic and diluted loss per share is computed using the two-class method to the extent there are dividends declared by Nerdy Inc. For additional information, see Notes 1 and 2.
Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of SARs, RSAs, RSUs, Stock Options, Warrants, and Earnouts, if any, using the “treasury stock” method and for the Combined Interests that convert into potential shares of Class A Common Stock, if any, using the “if converted” method. “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the Legacy Nerdy Holders’ share of Nerdy LLC’s consolidated net loss, net of Nerdy Inc. taxes, after giving effect to Nerdy LLC Combined Interests that convert into potential shares of Class A Common Stock. Additionally, “Net loss attributable to Class A Common Stockholders for diluted loss per share” is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share$(3,779)
Weighted-average shares for basic and diluted loss per share79,236 
Basic and Diluted loss per share of Class A Common Stock$(0.05)
Schedule of antidilutive securities excluded from computation of earnings per share
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive.
Stock options3,347 
Stock appreciation rights7,476 
Restricted stock awards2,809 
Restricted stock units8,859 
Restricted stock units - founder’s award9,258 
Warrants19,311 
Earnouts7,964 
Combined Interests that can be converted into shares of Class A Common Stock70,629 
v3.22.0.1
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables)
 12 Months Ended
Dec. 31, 2021
Cash and Cash Equivalents [Abstract]  
Cash, cash equivalents and restricted cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows.
December 31,
202120202019
Cash and cash equivalents$143,964 $29,265 $25,044 
Restricted cash included in Other current assets1,083 270 412 
Restricted cash included in Other assets832 1,147 2,440 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows$145,879 $30,682 $27,896 
Restricted cash and cash equivalents
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows.
December 31,
202120202019
Cash and cash equivalents$143,964 $29,265 $25,044 
Restricted cash included in Other current assets1,083 270 412 
Restricted cash included in Other assets832 1,147 2,440 
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows$145,879 $30,682 $27,896 
v3.22.0.1
FIXED ASSETS, NET (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of fixed assets
Fixed assets, net consisted of:
December 31,
20212020
Capitalized internal use software$22,205 $17,906 
Office equipment3,032 1,702 
Leasehold improvements1,489 1,489 
Furniture & fixtures941 941 
Other800 800 
28,467 22,838 
Accumulated depreciation(17,749)(12,541)
$10,718 $10,297 
The following table presents amortization expense related to capitalized internal use software and depreciation expense recorded by the Company for the periods presented.
December 31,
Statement of Operations Location202120202019
Amortization expense related to capitalized internal use softwareCost of revenue$4,485 $4,080 $2,885 
Depreciation expenseGeneral and administrative expenses835 917 1,071 
v3.22.0.1
INTANGIBLE ASSETS, NET (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of definite-lived intangible assets, net
Intangible assets consisted of:
December 31, 2021December 31, 2020
Carrying
Amount
Accum.
Amort.
Net
Amount
Carrying
Amount
Accum.
Amort.
Net
Amount
Trade names$6,073 $(1,913)$4,160 $10,372 $(2,099)$8,273 
Foreign currency translation adjustment252 16 268 295 (34)$261 
$6,325 $(1,897)$4,428 $10,667 $(2,133)$8,534 
Schedule of definite-lived intangible assets, amortization expense
For the definite-lived intangible assets recorded as of December 31, 2021, estimated amortization expense for the next five years is as follows:
2022$632 
2023632 
2024632 
2025632 
2026632 
v3.22.0.1
OTHER CURRENT LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2021
Other Liabilities Disclosure [Abstract]  
Other current liabilities
December 31,
20212020
Accrued payroll1,956 742 
Accrued professional services1,093 1,037 
Accrued CARES Act FICA deferral587 589 
Accrued sublease liability211 688 
Other3,626 3,034 
$7,473 $6,090 
v3.22.0.1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables)
 12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of balance sheet location and fair value of derivative liability instruments The following table presents the balance sheet location and fair value of the Company’s derivative liability instruments on a gross basis, none of which are designated as hedging instruments under ASC Topic 815, as of December 31, 2021.
Balance Sheet LocationFair Value
Non-employee WarrantsOther liabilities$17,210 
Non-employee EarnoutsOther liabilities21,466 
$38,676 
Schedule of derivative instruments on company's condensed consolidated statements of operations
The following table presents the effects of the Company’s derivative instruments on the Company’s Consolidated Statement of Operations for the year ended December 31, 2021.
Statement of Operations Location
Non-employee WarrantsUnrealized gain on derivatives$24,095 
Non-employee EarnoutsUnrealized gain on derivatives46,946 
$71,041 
v3.22.0.1
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Schedule of fair value, assets and liabilities measured on recurring basis
The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820, “Fair Value Measurement.”
December 31, 2021
TotalLevel 1Level 2Level 3
Non-employee Warrants$17,210 $8,100 $9,110 $— 
Non-employee Earnouts21,466 — — 21,466 
$38,676 $8,100 $9,110 $21,466 
Schedule of level 3 activity measured on a recurring basis The following table summarizes the Level 3 activity measured on a recurring basis.
Balance, December 31, 2020$— 
Initial valuation of the Non-employee Earnout liability68,412 
Mark-to-market (gain) on Non-employee Earnout liability(46,946)
Balance, December 31, 2021$21,466 
Schedule of remeasuring the fair value of outstanding non-employee earnout shares liabilities The following table presents the assumptions used for the initial measurement of the Earnouts (both employee and non-employee) on September 20, 2021 and to remeasure the fair value of outstanding Non-employee Earnouts liabilities as of December 31, 2021.
September 20,
2021		December 31,
2021
Expected term (in years)5.004.72
Stock price$11.20$4.50
Expected stock price volatility35.0%65.0%
Risk-free interest rate0.8%1.2%
Expected dividends—%—%
Fair Value (per Earnout)$8.94$2.80
v3.22.0.1
LONG-TERM DEBT (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of long-term debt instruments
The Company’s long-term debt, all of which was held by Nerdy LLC, consisted of the following:
December 31,
20212020
Loan and security agreement$— $39,000 
Promissory note— 8,293 
Paid-in-kind interest— 283 
End of term charge— 399 
Less: Debt issuance costs, net— (396)
Total debt$— $47,579 
Less: Current portion of long-term debt— 6,535 
Total long-term debt$— $41,044 
v3.22.0.1
COMMITMENTS AND CONTINGENCIES - Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Schedule of future minimum lease payments due under noncancelable operating lease
As of December 31, 2021, future minimum lease payments due under noncancelable operating lease agreements are shown in the following table.
2022$1,749 
20231,599 
20241,250 
2025632 
2026— 
Thereafter— 
Total$5,230 
As of December 31, 2021, future income due under noncancelable operating sublease agreements are shown in the following table.
2022$981 
20231,000 
20241,019 
2025516 
2026— 
Thereafter— 
Total$3,516 
v3.22.0.1
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Schedule non-cash stock-based compensation awards
Total compensation cost for the Company’s non-cash stock-based compensation awards recognized in the years ended December 31, 2021, 2020, and 2019 consisted of:

Year ended December 31,
Financial Statement Location202120202019
Sales and marketing expenses$3,378 $— $— 
General and administrative expenses51,039 1,730 1,747 
Fixed assets, net (capitalized internal use software)543 — — 
Total non-cash stock-based compensation costs$54,960 $1,730 $1,747 
Schedule of SARs (formerly UARs)
in thousands, except UARs and SARs, which are in ones, or where otherwise indicatedSARsWeighted- Average Exercise Price Per ShareWeighted-Average Remaining Contractual Terms in YearsAggregate Intrinsic Value
Outstanding UARs at December 31, 202013,428,010 $1.35 
UARs granted prior to the Reverse Recapitalization474,200 4.24 
UARs exercised prior to the Reverse Recapitalization— — 
UARs forfeited prior to the Reverse Recapitalization(656,770)1.50 
UARs expired prior to the Reverse Recapitalization— — 
Conversion to SARs(5,383,455)— 
SARs granted after the Reverse Recapitalization— — 
SARs exercised after the Reverse Recapitalization— — 
SARs forfeited after the Reverse Recapitalization— — 
SARs expired after the Reverse Recapitalization(385,808)3.27 
Outstanding SARs at December 31, 20217,476,177 2.19 7.49$17,703 
SARs vested and expected to vest as of December 31, 20217,476,177 2.19 7.4917,703 
SARs exercisable at December 31, 20213,650,736 1.97 6.929,263 
Weighted-average assumptions and fair values
The fair value of each SAR that was modified was estimated on the modification date using the Black-Scholes Model. The Company used the simplified method for estimating a SAR term as it did not have sufficient historical exercise experience upon which to estimate an expected term. The expected term is estimated based on the award’s vesting period and contractual term. Expected volatilities are based on historical volatility trends of peer companies as of the modification date. The risk-free rate is the interpolated U.S. Treasury rate for a term equal to the expected term. The dividend yield was set at zero as the underlying security as the Company does not intend to pay a dividend in the foreseeable future. The weighted-average assumptions and fair values for SARs modified are summarized in the table below.
2021
Expected term (in years)4.28
Expected stock price volatility57.8%
Risk-free interest rate0.7%
Expected dividends—%
Fair Value (per SAR)$8.84
The weighted-average assumptions and fair values for PIUs granted are summarized in the table below.
20202019
Expected term (in years)7.007.05
Expected stock price volatility50.0%50.0%
Risk-free interest rate0.5%2.4%
Expected dividends—%—%
Fair Value (per PIU)$0.83$0.59
The assumptions used to value the Founder’s Award granted during the year ended December 31, 2021 are summarized in the table below.
2021
Expected term (in years)7.00
Stock price$11.20
Expected stock price volatility36.0%
Risk-free interest rate1.1%
Fair Value (per award)$5.06
Schedule of restricted stock activity
PIUs and RSAs are in ones and where otherwise indicatedRSAsWeighted-Average Grant Date Fair Value Per Share
Nonvested PIUs at December 31, 202010,513,291 $0.57 
PIUs granted prior to the Reverse Recapitalization— — 
PIUs vested prior to the Reverse Recapitalization(3,079,371)0.49 
PIUs forfeited prior to the Reverse Recapitalization— — 
Conversion to RSAs(4,377,597)— 
RSAs granted after the Reverse Recapitalization— — 
RSAs vested after the Reverse Recapitalization(16,645)1.97 
RSAs forfeited after the Reverse Recapitalization(230,700)1.10 
Nonvested RSAs at December 31, 20212,808,978 1.01 
Share-based payment arrangement, option, activity
Stock Options are in ones and where otherwise indicatedStock OptionsWeighted- Average Exercise Price Per ShareWeighted-Average Remaining Contractual Terms in YearsAggregate Intrinsic Value
Outstanding at December 31, 2020— $— 
Granted after the Reverse Recapitalization3,799,100 11.20 
Exercised after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization(452,000)11.20 
Expired after the Reverse Recapitalization— 11.20 
Outstanding at December 31, 20213,347,100 11.20 9.72$— 
Vested and expected to vest as of December 31, 20213,347,100 11.20 9.72— 
Exercisable at December 31, 2021— — — — 
Schedule of share-based payment award, stock options, valuation assumptions The weighted-average assumptions and fair values for stock options granted are summarized in the table below.
2021
Expected term (in years)6.26
Expected stock price volatility59.5%
Risk-free interest rate1.0%
Expected dividends—%
Fair Value (per stock option)$6.24
Share-based Payment Arrangement, Restricted Stock Unit, Activity
RSUs in ones and where otherwise indicatedRSUsWeighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2020— $— 
Granted after the Reverse Recapitalization8,905,388 5.71 
Vested after the Reverse Recapitalization(37,500)5.70 
Forfeited after the Reverse Recapitalization(8,681)5.70 
Nonvested at December 31, 20218,859,207 5.71 
RSUs - Founder’s Award in ones and where otherwise indicatedRSUs - Founder’s AwardWeighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2020— $— 
Granted after the Reverse Recapitalization9,258,298 5.06 
Vested after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization— — 
Nonvested at December 31, 20219,258,298 5.06 
Share based payment arrangement, outstanding award, activity, excluding option
Employee Warrants are in ones and where otherwise indicatedEmployee WarrantsWeighted- Average Exercise Price Per ShareWeighted-Average Remaining Contractual Terms in YearsAggregate Intrinsic Value
Outstanding at December 31, 2020— $— 
Granted in connection with the Reverse Recapitalization188,958 11.50 
Exercised after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization— — 
Expired after the Reverse Recapitalization— — 
Outstanding at December 31, 2021188,958 11.50 4.72$— 
Employee earnouts in ones and where otherwise indicatedEmployee EarnoutsWeighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2020— $— 
Granted in connection with the Reverse Recapitalization309,179 8.94 
Vested after the Reverse Recapitalization— — 
Forfeited after the Reverse Recapitalization— — 
Nonvested at December 31, 2021309,179 8.94 
v3.22.0.1
MEMBERS’ EQUITY OF NERDY LLC (Tables)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Schedule of changes to Class B and C units
The following table summarizes the changes to Nerdy LLC’s Class B Units for years ended December 31, 2021, 2020, and 2019. There was no activity related to the Class B Units and Class C Units during the year ended December 31, 2019. The exchange of Nerdy LLC Class B Units and Class C Units related to the Reverse Recapitalization was initially recorded to “Additional paid-in capital” and subsequently to “Cash and Cash Equivalents,” to the extent Legacy Nerdy LLC Holders received cash, on the Consolidated Balance Sheet.
Redeemable Preferred Units
Class BClass C
UnitsValueUnitsValue
Balance, December 31, 2019 and 201825,920 $109,492 11,895 $50,047 
Redeemable preferred unit accretion— 150,146 — 69,111 
Balance, December 31, 202025,920 $259,638 11,895 $119,158 
Reverse Recapitalization(25,920)(259,638)(11,895)(119,158)
Balance, December 31, 2021— $— — $— 
v3.22.0.1
BACKGROUND - Narrative (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Sep. 30, 2021
Sep. 20, 2021
USD ($)
manager
day
$ / shares
shares
Sep. 19, 2021
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
shares
Schedule of Organization And Business Operations Plan [Line Items]            
Payments of transaction expenses | $     $ 30,099      
Warrant, trading days | day     20      
Warrant, consecutive trading days | day     30      
Warrants and Rights Outstanding, Term     5 years      
Warrants held by Nerdy Inc. 22,000       22,000  
Earnouts held by Nerdy Inc. 36,000       36,000  
Earnout Shares            
Schedule of Organization And Business Operations Plan [Line Items]            
Shares agreed to forfeit if threshold not achieved (in shares)     8,000,000      
Earn-out consideration subject to forfeiture if achievement of stock price thresholds are not met within closing date     5 years      
Common Stock, conversion basis for earnout     1      
Nerdy LLC            
Schedule of Organization And Business Operations Plan [Line Items]            
Common units, outstanding (in units) 149,900,000   79,233,000 0 149,900,000  
Economic interest, LLC ownership percentage 100.00%     0.00%    
Tax Receivable Agreement | Legacy Nerdy LLC Holders            
Schedule of Organization And Business Operations Plan [Line Items]            
Net cash savings percentage 85.00%       85.00%  
Legacy Nerdy Holders            
Schedule of Organization And Business Operations Plan [Line Items]            
Cash consideration in reverse recapitalization | $     $ 336,846      
Nerdy LLC            
Schedule of Organization And Business Operations Plan [Line Items]            
Number of board managers | manager     5      
Proceeds received from reverse recapitalization | $     $ 557,574      
Cash received held in trust account from initial public offering | $     287,673      
Payments of transaction expenses | $     $ 29,636      
Outstanding, warrants (in shares)     2,052,000      
Common units, outstanding (in units)     157,846,000     54,761,000
Number of board managers designated by Nerdy Inc. | manager     3      
Number of board managers designated by holders of OpCo unit holders | manager     2      
Transaction expense related to Reverse Recapitalization | $         $ 29,636 $ 1,288
Nerdy LLC | Additional Paid-in Capital            
Schedule of Organization And Business Operations Plan [Line Items]            
Transaction expense related to Reverse Recapitalization | $         20,034  
Nerdy LLC | General and administrative expenses            
Schedule of Organization And Business Operations Plan [Line Items]            
Transaction expense related to Reverse Recapitalization | $         9,602  
Nerdy LLC | Legacy Nerdy Holders            
Schedule of Organization And Business Operations Plan [Line Items]            
Cash considerations | $     $ 336,079      
Nerdy LLC | Legacy Nerdy Holders | Loan and security agreement            
Schedule of Organization And Business Operations Plan [Line Items]            
Repayment of outstanding principal and interest under the LSA | $     $ 52,343      
Legacy Nerdy Holders            
Schedule of Organization And Business Operations Plan [Line Items]            
Accrued consideration reported in other current liabilities | $ $ 767       $ 767  
Legacy Nerdy Holders | Nerdy LLC            
Schedule of Organization And Business Operations Plan [Line Items]            
Common units, outstanding (in units) 70,629,000     0 70,629,000  
Investment owned (in shares) 11,550,000   70,613,000   11,550,000  
Economic interest, LLC ownership percentage 47.10% 47.10%   0.00%    
OpCo Warrants            
Schedule of Organization And Business Operations Plan [Line Items]            
Exercise price of warrants or rights (in usd per share) | $ / shares     $ 11.50      
Private Placement Warrants            
Schedule of Organization And Business Operations Plan [Line Items]            
Exercise price of warrants or rights (in usd per share) | $ / shares     $ 11.50      
Warrant To Purchase Class A Common Stock            
Schedule of Organization And Business Operations Plan [Line Items]            
Outstanding, warrants (in shares)     17,281,000      
Redemption, Option One            
Schedule of Organization And Business Operations Plan [Line Items]            
Exercise price of warrants or rights (in usd per share) | $ / shares     $ 0.01      
Sale price of share to redeem outstanding warrants (in dollars per share) | $ / shares     18.00      
Redemption, Option Two            
Schedule of Organization And Business Operations Plan [Line Items]            
Exercise price of warrants or rights (in usd per share) | $ / shares     0.10      
Sale price of share to redeem outstanding warrants (in dollars per share) | $ / shares     10.00      
Class A Common Stock            
Schedule of Organization And Business Operations Plan [Line Items]            
Common stock, par value (in usd per share) | $ / shares $ 0.0001   $ 0.0001   $ 0.0001  
Common stock, shares outstanding (in shares) 83,913,000   83,875,000   83,913,000  
Redemption settlement term     5 days   5 days  
Class A Common Stock | Triggering Event 1            
Schedule of Organization And Business Operations Plan [Line Items]            
Earnout not subject to forfeiture after triggering event     33.00%      
Class A Common Stock | Triggering Event 2            
Schedule of Organization And Business Operations Plan [Line Items]            
Earnout not subject to forfeiture after triggering event     33.00%      
Class A Common Stock | Triggering Event 3            
Schedule of Organization And Business Operations Plan [Line Items]            
Earnout not subject to forfeiture after triggering event     33.00%      
Class A Common Stock | Earnout Shares | Triggering Event 1            
Schedule of Organization And Business Operations Plan [Line Items]            
Closing price during earnout period (in dollars per share) | $ / shares     $ 12.00      
Earnout, trading days | day     20      
Earnout, consecutive trading days | day     30      
Class A Common Stock | Earnout Shares | Triggering Event 2            
Schedule of Organization And Business Operations Plan [Line Items]            
Closing price during earnout period (in dollars per share) | $ / shares     $ 14.00      
Earnout, trading days | day     20      
Earnout, consecutive trading days | day     30      
Class A Common Stock | Earnout Shares | Triggering Event 3            
Schedule of Organization And Business Operations Plan [Line Items]            
Closing price during earnout period (in dollars per share) | $ / shares     $ 16.00      
Earnout, trading days | day     20      
Earnout, consecutive trading days | day     30      
Class A Common Stock | Nerdy LLC            
Schedule of Organization And Business Operations Plan [Line Items]            
Economic interest, LLC ownership percentage         52.90%  
Class A Common Stock | Private Placement            
Schedule of Organization And Business Operations Plan [Line Items]            
Sale of stock (in shares)     15,000,000      
Issuance of private placement | $     $ 150,000      
Class A Common Stock | FPA Warrants            
Schedule of Organization And Business Operations Plan [Line Items]            
Sale of stock (in shares)     16,117,000      
Class A Common Stock | FPA Financing            
Schedule of Organization And Business Operations Plan [Line Items]            
Issuance of private placement | $     $ 150,000      
Class A Common Stock | Legacy Nerdy Holders            
Schedule of Organization And Business Operations Plan [Line Items]            
Conversion basis (in shares) 1       1  
Class A Common Stock | Legacy Nerdy Holders | Nerdy LLC            
Schedule of Organization And Business Operations Plan [Line Items]            
Investment owned (in shares)     11,550,000      
Conversion basis (in shares)     1      
Class A Common Stock | Legacy Nerdy Holders | Nerdy Inc.            
Schedule of Organization And Business Operations Plan [Line Items]            
Common stock, shares outstanding (in shares)     79,233,000      
Combined voting power, percentage     52.90%      
Economic interest, Company ownership percentage     100.00%      
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 | 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 | Warrant To Purchase Class A Common Stock | FPA Warrants            
Schedule of Organization And Business Operations Plan [Line Items]            
Warrants issued in transaction (in shares)     3,000,000      
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      
Common Class F            
Schedule of Organization And Business Operations Plan [Line Items]            
Common stock, par value (in usd per share) | $ / shares     0.0001      
Class B Common Stock            
Schedule of Organization And Business Operations Plan [Line Items]            
Common stock, par value (in usd per share) | $ / shares $ 0.0001   $ 0.0001   $ 0.0001  
Common stock, shares outstanding (in shares) 73,987,000   73,971,000   73,987,000  
Class B Common Stock | Legacy Nerdy Holders | Nerdy LLC            
Schedule of Organization And Business Operations Plan [Line Items]            
Common stock, shares outstanding (in shares)     70,613,000      
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      
v3.22.0.1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ in Thousands
 9 Months Ended 12 Months Ended
Sep. 20, 2021
Sep. 19, 2021
USD ($)
Dec. 31, 2021
USD ($)
segment
director
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jan. 01, 2019
USD ($)
Franchisor Disclosure [Line Items]            
Exchange ratio in reverse recapitalization 0.64          
Net Loss     $ (3,779) $ 0 $ 0  
Net loss after the reverse recapitalization     (3,354) 0 0  
Net loss attributable to legacy Nerdy holders prior to the reverse recapitalization   $ (23,546) $ (23,546) (24,663) (22,439)  
Right to appoint, number of directors | director     3      
Total number of directors | director     5      
Number of operating segments | segment     1      
Accumulated deficit     $ (439,708) (412,383)   $ 16,767
Deferred revenue         3,911  
Prepaid expenses     3,590 574    
Goodwill     $ 5,717 5,717    
Useful life of definite-lived intangible assets     10 years      
Advertising expenses     $ 44,393 29,293 20,550  
Defined contribution plan     $ 337 $ 138 $ 269  
Earnout Shares            
Franchisor Disclosure [Line Items]            
Earn-out consideration subject to forfeiture if achievement of stock price thresholds are not met within closing date 5 years          
Leasehold improvements            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     7 years      
Capitalized internal use software            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     4 years      
Minimum | Furniture & fixtures            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     1 year      
Minimum | Office equipment            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     1 year      
Minimum | Other            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     1 year      
Maximum | Furniture & fixtures            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     7 years      
Maximum | Office equipment            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     3 years      
Maximum | Other            
Franchisor Disclosure [Line Items]            
Useful life of long-lived assets     4 years      
v3.22.0.1
RECENTLY ISSUED ACCOUNTING STANDARDS (Details) - Cumulative Effect, Period of Adoption, Adjustment - Accounting Standards Update 2016-02 - Forecast
$ in Thousands
Jan. 01, 2022
USD ($)
Minimum  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Sublease receivable $ 2,800
Right-of-use assets 800
Lease liabilities 4,200
Maximum  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Sublease receivable 3,500
Right-of-use assets 1,000
Lease liabilities $ 5,200
v3.22.0.1
REVERSE RECAPITALIZATION (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
director
Sep. 20, 2021
USD ($)
manager
director
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Reverse Recapitalization [Line Items]        
Right to appoint, number of directors | director 3      
Total number of directors | director 5      
Cash and cash equivalents $ 143,964   $ 29,265 $ 25,044
Other current assets 6,165   1,821  
Other current liabilities $ (7,473)   $ (6,090)  
Nerdy LLC        
Reverse Recapitalization [Line Items]        
Number of board managers designated by Nerdy Inc. | manager   3    
Number of board managers designated by holders of OpCo unit holders | manager   2    
Legacy Nerdy Holders        
Reverse Recapitalization [Line Items]        
Right to appoint, number of directors | director   5    
Total number of directors | director   7    
Nerdy Inc.        
Reverse Recapitalization [Line Items]        
Cash and cash equivalents   $ 558,324    
Other current assets   642    
Other current liabilities   (41,760)    
Total net assets   $ 517,206    
v3.22.0.1
NONCONTROLLING INTERESTS (Details)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2021
shares
Sep. 30, 2021
shares
Sep. 20, 2021
shares
Sep. 19, 2021
shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2021
shares
Dec. 31, 2021
shares
Dec. 31, 2019
shares
Dec. 31, 2018
shares
Member Units                  
Noncontrolling Interest [Line Items]                  
Common units               54,761,000 54,761,000
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Beginning balance, common (in units)             54,761,000    
Nerdy LLC | Member Units                  
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Vesting of equity awards | $         $ 54        
Vesting of equity awards         0.00%        
Class B Common Stock                  
Noncontrolling Interest [Line Items]                  
Common shares held 73,987,000   73,971,000   73,987,000 73,987,000 73,987,000    
Class B Common Stock | Nerdy LLC                  
Noncontrolling Interest [Line Items]                  
Common shares held 70,629,000       70,629,000 70,629,000 70,629,000    
Class A Common Stock                  
Noncontrolling Interest [Line Items]                  
Common shares held 83,913,000   83,875,000   83,913,000 83,913,000 83,913,000    
Redemption settlement term     5 days       5 days    
Legacy Nerdy Holders | Class A Common Stock                  
Noncontrolling Interest [Line Items]                  
Conversion basis (in shares) 1       1 1 1    
Nerdy LLC                  
Noncontrolling Interest [Line Items]                  
Common units 149,900,000   79,233,000 0 149,900,000 149,900,000 149,900,000    
Economic interest, LLC ownership percentage 100.00%     0.00%          
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Beginning balance, common (in units)   79,233,000 0   0 79,233,000      
Issuance of OpCo Units (in units)         149,846,000        
Ending balance, common (in units) 149,900,000   79,233,000 0 149,900,000 149,900,000 149,900,000    
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest 100.00%     0.00%          
Issuance of OpCo Units         100.00%        
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest 100.00%     0.00%          
Nerdy LLC | Class A Common Stock                  
Noncontrolling Interest [Line Items]                  
Economic interest, LLC ownership percentage             52.90%    
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest             52.90%    
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest             52.90%    
Nerdy LLC | Legacy Nerdy Holders                  
Noncontrolling Interest [Line Items]                  
Common units 70,629,000     0 70,629,000 70,629,000 70,629,000    
Economic interest, LLC ownership percentage 47.10% 47.10%   0.00%          
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Beginning balance, common (in units)     0   0        
Issuance of OpCo Units (in units)         70,613,000        
Ending balance, common (in units) 70,629,000     0 70,629,000 70,629,000 70,629,000    
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest 47.10% 47.10%   0.00%          
Issuance of OpCo Units         47.10%        
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest 47.10% 47.10%   0.00%          
Investment owned (in shares) 11,550,000   70,613,000   11,550,000 11,550,000 11,550,000    
Indirect ownership in connection with Reverse Recapitalization (in shares)           11,550,000      
Percentage of investment owned 7.70%       7.70% 7.70% 7.70%    
Nerdy LLC | Legacy Nerdy Holders | Class B Common Stock                  
Noncontrolling Interest [Line Items]                  
Common shares held     70,613,000            
Nerdy LLC | Legacy Nerdy Holders | Class A Common Stock                  
Noncontrolling Interest [Line Items]                  
Conversion basis (in shares)     1            
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Investment owned (in shares)     11,550,000            
Nerdy LLC | Nerdy Inc.                  
Noncontrolling Interest [Line Items]                  
Common units 79,271,000     0 79,271,000 79,271,000 79,271,000    
Economic interest, LLC ownership percentage 52.90%     0.00%     52.90%    
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Beginning balance, common (in units)     0   0        
Issuance of OpCo Units (in units)         79,233,000        
Ending balance, common (in units) 79,271,000     0 79,271,000 79,271,000 79,271,000    
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest 52.90%     0.00%     52.90%    
Issuance of OpCo Units         52.90%        
LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest 52.90%     0.00%     52.90%    
Nerdy Inc. | Nerdy LLC | Member Units                  
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Vesting of equity awards | $         $ 38        
Vesting of equity awards         0.00%        
Nerdy Inc. | Legacy Nerdy Holders | Class A Common Stock                  
Noncontrolling Interest [Line Items]                  
Common shares held     79,233,000            
Legacy Nerdy Holders | Nerdy LLC | Member Units                  
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                  
Vesting of equity awards | $         $ 16        
Vesting of equity awards         0.00%        
v3.22.0.1
REVENUE - Revenue by Service (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]      
Revenue $ 140,664 $ 103,968 $ 90,452
Online      
Disaggregation of Revenue [Line Items]      
Revenue 140,664 97,440 64,378
In-person      
Disaggregation of Revenue [Line Items]      
Revenue $ 0 $ 6,528 $ 26,074
v3.22.0.1
REVENUE - Accounts receivable, net and Deferred revenue (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]    
Accounts receivable, net $ 5,321 $ 475
Deferred revenue $ 30,005 $ 17,270
v3.22.0.1
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]    
Accounts receivable, net, reserves $ 477 $ 234
v3.22.0.1
INCOME TAXES - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Sep. 19, 2021
Dec. 31, 2021
Domestic Tax Authority      
Income Tax Examination [Line Items]      
Net operating loss and tax credit carry forward     $ 5,244
State and Local Jurisdiction      
Income Tax Examination [Line Items]      
Net operating loss and tax credit carry forward     $ 585
Nerdy LLC      
Income Tax Examination [Line Items]      
Economic interest, LLC ownership percentage 100.00% 0.00%  
Nerdy LLC | Nerdy Inc.      
Income Tax Examination [Line Items]      
Economic interest, LLC ownership percentage 52.90% 0.00% 52.90%
Nerdy LLC | Class A Common Stock      
Income Tax Examination [Line Items]      
Economic interest, LLC ownership percentage     52.90%
v3.22.0.1
INCOME TAXES - Expense For Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Current:        
Federal   $ 0    
State and local   40    
Current income tax expense   40    
Deferred:        
Federal   0    
State and local   0    
Deferred income tax expense   0    
Income tax expense   40 $ 0 $ 0
Loss before income taxes after the Reverse Recapitalization $ (7,093) $ (30,639) $ (24,663) $ (22,439)
Effective income tax rate   (0.60%)    
v3.22.0.1
INCOME TAXES - Reconciliation of Income Tax Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Computed tax (21%) $ (1,489)    
Partnership outside basis adjustments (8,827)    
Income tax benefit attributable to NCI 797    
Change in valuation allowance 9,812    
State income tax benefit, net of effect on federal tax (190)    
Other, net (none in excess of 5% of computed tax) (63)    
Income tax expense $ 40 $ 0 $ 0
v3.22.0.1
INCOME TAXES - Non-Current Deferred Tax Assets (Liabilities) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Assets  
Investment in Nerdy LLC (a) $ 54,527
Net operating loss and credit carryforwards 5,829
Other items 127
Total gross deferred income taxes 60,483
Valuation allowance (60,483)
Total deferred taxes 0
Net  
Investment in Nerdy LLC (a) 54,527
Net operating loss and credit carryforwards 5,829
Other items 127
Total gross deferred income taxes 60,483
Valuation allowance (60,483)
Total deferred taxes $ 0
v3.22.0.1
INCOME TAXES - Deferred Tax Asset Valuation Allowance (Details) - Deferred Tax Asset, Valuation Allowance
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]  
Balance, beginning of year $ 0
Reverse Recapitalization (50,671)
Change in valuation allowance (9,812)
Balance, end of year $ (60,483)
v3.22.0.1
LOSS PER SHARE - Schedule of Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Earnings Per Share [Abstract]      
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share, basic $ (3,779)    
Net loss attributable to Class A Common Stockholders for basic and diluted loss per share, diluted $ (3,779)    
Weighted-average shares for basic earnings per share (in shares) 79,236 0 0
Weighted-average shares for diluted earnings per share (in shares) 79,236 0 0
Basic loss per share of Class A Common Stock (in dollars per share) $ (0.05) $ 0 $ 0
Diluted loss per share of Class A Common Stock (in dollars per share) $ (0.05) $ 0 $ 0
v3.22.0.1
LOSS PER SHARE - Exclude From Weighted-average Shares For Diluted Earnings Per Share (Details)
shares in Thousands
 3 Months Ended
Dec. 31, 2021
shares
Stock options  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 3,347
Stock appreciation rights  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 7,476
Restricted stock awards  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 2,809
Restricted stock units  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 8,859
Restricted stock units - founder’s award  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 9,258
Warrants  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 19,311
Earnouts  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 7,964
Combined Interests that can be converted into shares of Class A Common Stock  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Weighted-average shares for diluted earnings (in shares) 70,629
v3.22.0.1
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Cash and Cash Equivalents [Abstract]        
Cash and cash equivalents $ 143,964 $ 29,265 $ 25,044  
Restricted cash included in Other current assets 1,083 270 412  
Restricted cash included in Other assets 832 1,147 2,440  
Total Cash, Cash Equivalents, and Restricted Cash shown in the Consolidated Statements of Cash Flows $ 145,879 $ 30,682 $ 27,896 $ 26,155
v3.22.0.1
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restricted Cash and Cash Equivalents Items [Line Items]      
Restricted cash included in Other current assets $ 1,083 $ 270 $ 412
Other current assets | Nerdy LLC      
Restricted Cash and Cash Equivalents Items [Line Items]      
Restricted cash included in Other current assets $ 767    
v3.22.0.1
FIXED ASSETS, NET - Schedule of Fixed Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross $ 28,467 $ 22,838
Accumulated depreciation (17,749) (12,541)
Fixed assets, net 10,718 10,297
Capitalized internal use software    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 22,205 17,906
Office equipment    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 3,032 1,702
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 1,489 1,489
Furniture & fixtures    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross 941 941
Other    
Property, Plant and Equipment [Line Items]    
Property plant and equipment, gross $ 800 $ 800
v3.22.0.1
FIXED ASSETS, NET - Amortization Expense Related to Capitalized Internal Use Software and Depreciation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Abstract]      
Amortization expense related to capitalized internal use software $ 4,485 $ 4,080 $ 2,885
Depreciation expense $ 835 $ 917 $ 1,071
v3.22.0.1
INTANGIBLE ASSETS, NET (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Finite-lived Intangible Assets [Line Items]    
Carrying Amount $ 6,325 $ 10,667
Carrying Amount 252 295
Accum. Amort. (1,897) (2,133)
Foreign currency translation adjustment 16 (34)
Net Amount 268 261
Net Amount 4,428 8,534
Trade names    
Finite-lived Intangible Assets [Line Items]    
Carrying Amount 6,073 10,372
Accum. Amort. (1,913) (2,099)
Net Amount $ 4,160 $ 8,273
v3.22.0.1
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangibles $ 1,069 $ 1,046 $ 1,053
Write-off of other intangible assets $ 3,009 $ 0 $ 0
v3.22.0.1
INTANGIBLE ASSETS, NET - Definite-Lived Intangible Assets, Amortization Expense (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2022 $ 632
2023 632
2024 632
2025 632
2026 $ 632
v3.22.0.1
OTHER CURRENT LIABILITIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Other Liabilities Disclosure [Abstract]    
Accrued payroll $ 1,956 $ 742
Accrued professional services 1,093 1,037
Accrued CARES Act FICA deferral 587 589
Accrued sublease liability 211 688
Other 3,626 3,034
Other current liabilities $ 7,473 $ 6,090
v3.22.0.1
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - contract
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Derivatives, Fair Value [Line Items]      
Number of derivative instruments   0 0
Non-employee Warrants      
Derivatives, Fair Value [Line Items]      
Number of derivative instruments 19,122,000    
Non-employee Earnouts      
Derivatives, Fair Value [Line Items]      
Number of derivative instruments 7,655,000    
v3.22.0.1
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Balance Sheet Location and Fair Value of Derivative Liability Instruments (Details) - Not Designated as Hedging Instrument
$ in Thousands
Dec. 31, 2021
USD ($)
Derivatives, Fair Value [Line Items]  
Derivative Liability, Noncurrent $ 38,676
Non-employee Warrants | Other liabilities  
Derivatives, Fair Value [Line Items]  
Derivative Liability, Noncurrent 17,210
Non-employee Earnouts | Other liabilities  
Derivatives, Fair Value [Line Items]  
Derivative Liability, Noncurrent $ 21,466
v3.22.0.1
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Instruments on Company's Condensed Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Derivatives [Line Items]      
Unrealized gain on derivatives $ 71,041 $ 0 $ 0
Non-employee Warrants      
Derivatives [Line Items]      
Unrealized gain on derivatives 24,095    
Non-employee Earnouts | Unrealized gain on derivatives      
Derivatives [Line Items]      
Unrealized gain on derivatives $ 46,946    
v3.22.0.1
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring
$ in Thousands
Dec. 31, 2021
USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities $ 38,676
Non-employee Warrants  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 17,210
Non-employee Earnouts  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 21,466
Level 1  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 8,100
Level 1 | Non-employee Warrants  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 8,100
Level 1 | Non-employee Earnouts  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 0
Level 2  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 9,110
Level 2 | Non-employee Warrants  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 9,110
Level 2 | Non-employee Earnouts  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 0
Level 3  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 21,466
Level 3 | Non-employee Warrants  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities 0
Level 3 | Non-employee Earnouts  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative liabilities $ 21,466
v3.22.0.1
FAIR VALUE MEASUREMENTS - Activity Measured on a Recurring Basis (Details) - Non-employee Earnouts
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Balance, December 31, 2020 $ 0
Initial valuation of the Non-employee Earnout liability 68,412
Mark-to-market (gain) on Non-employee Earnout liability (46,946)
Balance, December 31, 2021 $ 21,466
v3.22.0.1
FAIR VALUE MEASUREMENTS - Assumptions Used in Measurement of Earnouts (Details)
Dec. 31, 2021
$ / shares
Sep. 20, 2021
$ / shares
Employee And Non-Employee Earnouts | Expected term (in years)    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input   5.00
Employee And Non-Employee Earnouts | Stock price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input   11.20
Employee And Non-Employee Earnouts | Expected stock price volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input   0.350
Employee And Non-Employee Earnouts | Risk-free interest rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input   0.008
Employee And Non-Employee Earnouts | Expected dividends    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input   0
Employee And Non-Employee Earnouts | Fair Value (per Earnout)    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input   8.94
Non-employee Earnouts | Expected term (in years)    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 4.72  
Non-employee Earnouts | Stock price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 4.50  
Non-employee Earnouts | Expected stock price volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 0.650  
Non-employee Earnouts | Risk-free interest rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 0.012  
Non-employee Earnouts | Expected dividends    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 0  
Non-employee Earnouts | Fair Value (per Earnout)    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 2.80  
v3.22.0.1
LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Less: Current portion of long-term debt $ 0 $ 6,535
Total long-term debt 0 41,044
Nerdy LLC    
Debt Instrument [Line Items]    
Paid-in-kind interest 0 283
End of term charge 0 399
Less: Debt issuance costs, net 0 (396)
Total debt 0 47,579
Less: Current portion of long-term debt 0 6,535
Total long-term debt 0 41,044
Nerdy LLC | Loan and security agreement    
Debt Instrument [Line Items]    
Debt, gross 0 39,000
Nerdy LLC | Promissory note    
Debt Instrument [Line Items]    
Debt, gross $ 0 $ 8,293
v3.22.0.1
LONG-TERM DEBT - Narrative (Details) - USD ($)
 12 Months Ended
Sep. 20, 2021
Jul. 28, 2021
Jun. 30, 2021
Mar. 19, 2020
Aug. 09, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Apr. 16, 2020
Jun. 22, 2018
Jan. 10, 2017
Debt Instrument [Line Items]                      
Gain (loss) on extinguishment of debt           $ 7,117,000 $ 0 $ 0      
Payments of Debt Issuance Costs           0 0 613,000      
Nerdy LLC                      
Debt Instrument [Line Items]                      
Debt issuance costs, net           0 396,000        
Total debt           0 47,579,000        
Paid-in-kind interest           0 283,000        
Nerdy LLC | Promissory note                      
Debt Instrument [Line Items]                      
Debt, gross           0 $ 8,293,000        
Nerdy LLC | Loan and security agreement | Secured Debt                      
Debt Instrument [Line Items]                      
Principal amount         $ 50,000,000            
Proceeds from loan and security agreement   $ 11,000,000   $ 4,000,000 $ 35,000,000            
Interest rate, stated percentage         10.75%            
Paid-in-kind interest rate, stated percentage         0.55%            
End of term charge, stated percentage         3.00%            
Interest rate at year end             10.75%        
Total debt   $ 50,000,000   $ 39,000,000 $ 35,000,000            
Repayments of long term debt $ 50,000,000                    
Paid-in-kind interest 2,343,000                    
Gain (loss) on extinguishment of debt           (1,278,000)          
Payments of Debt Issuance Costs               613,000      
Nerdy LLC | CARES Note | Promissory note                      
Debt Instrument [Line Items]                      
Principal amount                 $ 8,293,000    
Interest rate, stated percentage                 1.00%    
Gain (loss) on extinguishment of debt     $ 8,395,000     $ (8,395,000)          
Promissory note and accrued interest forgiven in full     $ 102,000                
Debt, gross 8,293,000                    
Accrued interest $ 102,000                    
Nerdy LLC | Prime Rate | Loan and security agreement | Secured Debt                      
Debt Instrument [Line Items]                      
Debt instrument, basis spread on variable rate         5.50%            
Nerdy LLC | Revolving Credit Facility                      
Debt Instrument [Line Items]                      
Total amount available to borrow                   $ 30,000,000 $ 15,000,000
Repaid total outstanding borrowings               $ 10,000,000      
Nerdy LLC | Revolving Credit Facility | Prime Rate                      
Debt Instrument [Line Items]                      
Variable interest, percentage rate                   0.30%  
v3.22.0.1
RELATED PARTIES - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Related Party Transaction [Line Items]    
Due to legacy Nerdy holders $ 841 $ 0
TRA Holders | Tax Receivable Agreement    
Related Party Transaction [Line Items]    
Net cash savings percentage 85.00%  
Remaining net cash savings percentage 15.00%  
Cash paid to TRA Holders at Closing of Reverse Recapitalization $ 331,808  
Potential tax receivable agreement liability $ 96,823  
Assumption, price per share at closing of reverse recapitalization (in dollars per share) $ 10.00  
Assumption, federal income tax rate at closing of reverse recapitalization 21.00%  
Assumption, state income tax rate 3.60%  
Deferred tax asset recognized if all units are exchanged $ 126,826  
Tax receivable agreement liability recognized in exchange $ 107,802  
Assumption, price per share in exchange (in dollars per share) $ 4.50  
Assumption, federal income tax rate at time of exchange 24.60%  
v3.22.0.1
COMMITMENTS AND CONTINGENCIES - Leases Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Other Commitments [Line Items]      
Litigation accrual $ 0 $ 0  
Litigation expense 0 0 $ 0
Other expense (income), net      
Other Commitments [Line Items]      
Operating lease loss   1,772,000  
General and administrative expenses      
Other Commitments [Line Items]      
Operating lease rent expense $ 611,000 $ 1,560,000 $ 2,451,000
v3.22.0.1
COMMITMENTS AND CONTINGENCIES - Leases Future Minimum Lease Payments Due Under Noncancelable Operating Lease Agreements (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2022 $ 1,749
2023 1,599
2024 1,250
2025 632
2026 0
Thereafter 0
Total $ 5,230
v3.22.0.1
COMMITMENTS AND CONTINGENCIES - Leases Future Income Due Under Noncancelable Operating Sublease Agreements (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2022 $ 981
2023 1,000
2024 1,019
2025 516
2026 0
Thereafter 0
Total $ 3,516
v3.22.0.1
STOCK-BASED COMPENSATION - Narrative (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 15, 2021
USD ($)
employee
Sep. 20, 2021
employee
$ / shares
shares
Dec. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
$ / shares
shares
Sep. 19, 2021
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
$ / shares
shares
Sep. 21, 2021
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           $ 54,960 $ 1,730 $ 1,747  
Compensation cost not yet recognized     $ 146,253 $ 146,253   $ 146,253      
Compensation cost not yet recognized, weighted-average period           3 years 8 months 1 day      
Stock options granted in period (in shares) | shares           3,799,100      
2021 Equity Plan                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Shares reserved for issuance under various stock-based compensation awards (up to) | shares                 27,775,000
Maximum term of award     10 years            
Sales and marketing expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           $ 3,378 0 0  
General and administrative expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           51,039 $ 1,730 $ 1,747  
UARs                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Number of employees affected | employee   437              
Stock-based compensation expense $ 3,697         $ 32,066      
Former employees | employee 362                
UARs | Minimum | Nerdy LLC                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Vesting period           4 years      
UARs | Maximum | Nerdy LLC                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Vesting period           5 years      
UARs | Sales and marketing expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense $ 124         $ 2,457      
UARs | General and administrative expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense $ 3,573         $ 29,609      
PIUs | Minimum | Nerdy LLC                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Vesting period           4 years      
PIUs | Maximum | Nerdy LLC                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Vesting period           6 years      
Restricted stock awards                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Expected dividends           0.00% 0.00% 0.00%  
Granted (in shares) | shares       0 0 0      
Fair Value (per award) | $ / shares       $ 0 $ 0   $ 0.83 $ 0.59  
Vested in period (in shares) | shares       16,645 3,079,371        
Stock options                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Expected dividends           0.00%      
Restricted stock units                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Initial stock price hurdle (in dollars per share) | $ / shares   $ 18.00              
Vesting ratio   0.14              
Additional hurdle price (in dollars per share) | $ / shares   $ 4.00              
Vesting, stock price, percentage   100.00%              
Award vesting rights, maximum (in dollars per share) | $ / shares   $ 42.00              
Granted (in shares) | shares           8,905,388 0 0  
Vest date fair value           $ 189      
Fair Value (per award) | $ / shares           $ 5.71      
Vested in period (in shares) | shares           37,500 0 0  
Restricted stock units | Class A Common Stock                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Conversion, right to receive (in shares) | shares   1              
Employee Warrants                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           $ 408      
Granted (in shares) | shares           188,958      
Fair Value (per award) | $ / shares           $ 11.50      
Employee Warrants | Valuation, Market Approach                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Fair Value (per award) | $ / shares           $ 2.16      
Employee Warrants | Sales and marketing expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           $ 79      
Employee Warrants | General and administrative expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           329      
Employee Earnout                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           2,763      
Employee Earnout | Sales and marketing expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           46      
Employee Earnout | General and administrative expenses                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense           $ 2,717      
Stock appreciation rights                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Expected dividends           0.00%      
Restricted stock units - founder’s award                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Granted (in shares) | shares           9,258,298      
Requisite service period           4 years 8 months 12 days      
Fair Value (per award) | $ / shares           $ 5.06      
Vested in period (in shares) | shares           0      
v3.22.0.1
STOCK-BASED COMPENSATION - Non-Cash Stock-Based Compensation Awards (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense $ 54,960 $ 1,730 $ 1,747
Capitalized internal use software      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense 543 0 0
Sales and marketing expenses      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense 3,378 0 0
General and administrative expenses      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense $ 51,039 $ 1,730 $ 1,747
v3.22.0.1
STOCK-BASED COMPENSATION - SARs (formerly UARs) (Details) - Stock appreciation rights - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 20, 2021
Dec. 31, 2021
Sep. 19, 2021
Dec. 31, 2021
SARs        
Outstanding, beginning (in shares)     13,428,010 13,428,010
Granted prior to/after the Reverse Recapitalization (in shares)   0 474,200  
Exercised prior to/after the Reverse Recapitalization (in shares)   0 0  
Forfeited prior to/after the Reverse Recapitalization (in shares)   0 (656,770)  
Expired prior to/after the Reverse Recapitalization (in shares)   (385,808) 0  
Conversion in connection with the Reverse Recapitalization (in shares) (5,383,455)      
Outstanding, ending (in shares)   7,476,177   7,476,177
Vested and expected to vest (in shares)   7,476,177   7,476,177
Exercisable (in shares)   3,650,736   3,650,736
Weighted- Average Exercise Price Per Share        
Outstanding, beginning, Weighted average exercise price (in dollars per share)     $ 1.35 $ 1.35
Granted prior to/after the Reverse Recapitalization, Weighted average exercise price (in dollars per share)   $ 0 4.24  
Exercised prior to/after the Reverse Recapitalization, Weighted average exercise price (in dollars per share)   0 0  
Forfeited prior to/after the Reverse Recapitalization, Weighted average exercise price (in dollars per share)   0 1.50  
Expired prior to/after the Reverse Recapitalization, Weighted average exercise price (in dollars per share)   3.27 $ 0  
Conversion in connection with the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share) $ 0      
Outstanding, ending, Weighted average exercise price (in dollars per share)   2.19   2.19
Vested and expected to vest, Weighted-Average Exercise Price Per Share (in shares)   2.19   2.19
Exercisable, Weighted-Average Exercise Price Per Share (in dollars per share)   $ 1.97   $ 1.97
Outstanding, Weighted-Average Remaining Contractual Terms in Years       7 years 5 months 26 days
Outstanding, Aggregate Intrinsic Value   $ 17,703   $ 17,703
Vested and expected to vest, Weighted-Average Remaining Contractual Terms in Years       7 years 5 months 26 days
Vested and expected to vest, Aggregate Intrinsic Value   17,703   $ 17,703
Exercisable, Weighted-Average Remaining Contractual Terms in Years       6 years 11 months 1 day
Exercisable, Aggregate Intrinsic Value   $ 9,263   $ 9,263
v3.22.0.1
STOCK-BASED COMPENSATION - Weighted Average Assumptions (Details) - $ / shares
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 19, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Stock appreciation rights          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expected term (in years)     4 years 3 months 10 days    
Expected stock price volatility     57.80%    
Risk-free interest rate     0.70%    
Expected dividends     0.00%    
Fair Value (per SAR)     $ 8.84    
Restricted stock awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expected term (in years)       7 years 7 years 18 days
Expected stock price volatility       50.00% 50.00%
Risk-free interest rate       0.50% 2.40%
Expected dividends     0.00% 0.00% 0.00%
Fair Value (per award) $ 0 $ 0   $ 0.83 $ 0.59
Stock options          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expected term (in years)     6 years 3 months 3 days    
Expected stock price volatility     59.50%    
Risk-free interest rate     1.00%    
Expected dividends     0.00%    
Fair Value (per stock option)     $ 6.24    
Restricted stock units - founder’s award          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expected term (in years)     7 years    
Stock price (in dollars per share) $ 11.20   $ 11.20    
Expected stock price volatility     36.00%    
Risk-free interest rate     1.10%    
Fair Value (per award)     $ 5.06    
v3.22.0.1
STOCK-BASED COMPENSATION - RSAs (formerly PIUs), RSUs, RSUs - Founder’s Award, Employee Warrants and Earnouts (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 20, 2021
Dec. 31, 2021
Sep. 19, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restricted stock awards            
SARs            
Outstanding, beginning (in shares)     10,513,291 10,513,291    
Granted prior to/after the Reverse Recapitalization (in shares)   0 0 0    
Vested prior to/after the Reverse Recapitalization (in shares)   (16,645) (3,079,371)      
Forfeited prior to/after the Reverse Recapitalization (in shares)   (230,700) 0      
Conversion in connection with the Reverse Recapitalization (in shares) (4,377,597)          
Outstanding, ending (in shares)   2,808,978   2,808,978 10,513,291  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]            
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)     $ 0.57 $ 0.57    
Granted prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)   $ 0 0   $ 0.83 $ 0.59
Exercised prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)   1.97 0.49      
Forfeited prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)   1.10 $ 0      
Conversion in connection with the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share) $ 0          
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)   $ 1.01   $ 1.01 $ 0.57  
Restricted stock units            
SARs            
Outstanding, beginning (in shares)     0 0    
Granted prior to/after the Reverse Recapitalization (in shares)       8,905,388 0 0
Vested prior to/after the Reverse Recapitalization (in shares)       (37,500) 0 0
Forfeited prior to/after the Reverse Recapitalization (in shares)       (8,681)    
Outstanding, ending (in shares)   8,859,207   8,859,207 0  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]            
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)     $ 0 $ 0    
Granted prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)       5.71    
Vested prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)       5.70    
Forfeited prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)       5.70    
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)   $ 5.71   $ 5.71 $ 0  
Restricted stock units - founder’s award            
SARs            
Outstanding, beginning (in shares)     0 0    
Granted prior to/after the Reverse Recapitalization (in shares)       9,258,298    
Vested prior to/after the Reverse Recapitalization (in shares)       0    
Forfeited prior to/after the Reverse Recapitalization (in shares)       0    
Outstanding, ending (in shares)   9,258,298   9,258,298 0  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]            
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)     $ 0 $ 0    
Granted prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)       5.06    
Vested prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)       0    
Forfeited prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)       0    
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)   $ 5.06   $ 5.06 $ 0  
Employee Warrants            
SARs            
Outstanding, beginning (in shares)     0 0    
Granted prior to/after the Reverse Recapitalization (in shares)       188,958    
Exercised prior to/after the Reverse Recapitalization (in shares)       0    
Forfeited prior to/after the Reverse Recapitalization (in shares)       0    
Expired prior to/after the Reverse Recapitalization (in shares)       0    
Outstanding, ending (in shares)   188,958   188,958 0  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]            
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)     $ 0 $ 0    
Granted prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)       11.50    
Exercised prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)       0    
Forfeited prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)       0    
Expired prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)       0    
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)   $ 11.50   $ 11.50 $ 0  
Outstanding, Weighted-Average Remaining Contractual Terms in Years       4 years 8 months 19 days    
Outstanding, Aggregate Intrinsic Value   $ 0   $ 0    
Employee Earnouts            
SARs            
Outstanding, beginning (in shares)     0 0    
Granted prior to/after the Reverse Recapitalization (in shares)       309,179    
Vested prior to/after the Reverse Recapitalization (in shares)       0    
Forfeited prior to/after the Reverse Recapitalization (in shares)       0    
Outstanding, ending (in shares)   309,179   309,179 0  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]            
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share)     $ 0 $ 0    
Granted prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)       8.94    
Vested prior to/after the Reverse Recapitalization, Weighted-Average Grant Date Fair Value Per Share (in dollars per share)       0    
Forfeited prior to/after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share)       0    
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share)   $ 8.94   $ 8.94 $ 0  
v3.22.0.1
STOCK-BASED COMPENSATION - Stock Options (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
$ / shares
shares
Stock Options  
Outstanding, beginning (in shares) | shares 0
Granted after the Reverse Recapitalization (in shares) | shares 3,799,100
Exercised after the Reverse Recapitalization (in shares) | shares 0
Forfeited after the Reverse Recapitalization (in shares) | shares (452,000)
Expired after the Reverse Recapitalization (in shares) | shares 0
Outstanding, ending (in shares) | shares 3,347,100
Vested and expected to vest (in shares) | shares 3,347,100
Exercisable (in shares) | shares 0
Weighted- Average Exercise Price Per Share  
Outstanding, beginning, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares $ 0
Granted after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares 11.20
Exercised after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares 0
Forfeited after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares 11.20
Expired after the Reverse Recapitalization, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares 11.20
Outstanding, ending, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares 11.20
Vested and expected to vest, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares 11.20
Exercisable, Weighted-Average Exercise Price Per Share (in dollars per share) | $ / shares $ 0
Stock Options Additional Disclosures  
Outstanding, Weighted-Average Remaining Contractual Terms in Years 9 years 8 months 19 days
Vested and expected to vest, Weighted-Average Remaining Contractual Terms in Years 9 years 8 months 19 days
Outstanding, Aggregate Intrinsic Value | $ $ 0
Vested and expected to vest, Aggregate Intrinsic Value | $ 0
Exercisable, Aggregate Intrinsic Value | $ $ 0
v3.22.0.1
MEMBERS’ EQUITY OF NERDY LLC - Narrative (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
anniversary
shares
Dec. 31, 2020
USD ($)
shares
Sep. 20, 2021
shares
Dec. 31, 2019
shares
Class of Stock [Line Items]        
Exchange ratio in reverse recapitalization     0.64  
Nerdy LLC        
Class of Stock [Line Items]        
Common unit, authorized (in units)   54,761,000    
Common unit, issued (in units)   54,761,000    
Common units, outstanding (in units)   54,761,000 157,846,000  
Class B Redeemable Preferred Units        
Class of Stock [Line Items]        
Redeemable Preferred Units, authorized (in units)   25,920,000    
Redeemable Preferred Units, issued (in units)   25,920,000    
Redeemable Preferred Units, outstanding (in units) 0 25,920,000   25,920,000
Redemption rate   0.33    
Redemption period 60 days      
Redemption, number of anniversaries | anniversary 2      
Class B Redeemable Preferred Units | Nerdy LLC        
Class of Stock [Line Items]        
Accretion recognized | $   $ 150,146    
Class C Redeemable Preferred Units        
Class of Stock [Line Items]        
Redeemable Preferred Units, authorized (in units)   11,895,000    
Redeemable Preferred Units, issued (in units)   11,895,000    
Redeemable Preferred Units, outstanding (in units) 0 11,895,000   11,895,000
Redemption rate   0.33    
Redemption period 60 days      
Redemption, number of anniversaries | anniversary 2      
Class C Redeemable Preferred Units | Nerdy LLC        
Class of Stock [Line Items]        
Accretion recognized | $   $ 69,111    
Class A Preferred Units        
Class of Stock [Line Items]        
Right to receive, rate   3    
Class A Preferred Units | Nerdy LLC        
Class of Stock [Line Items]        
Preferred unit, authorized (in units)   5,060,000    
Preferred units, issued (in units)   5,060,000    
Preferred units, outstanding (in units)   5,060,000    
Cumulative dividends | $   $ 1,909    
Class A-1 Preferred Units | Nerdy LLC        
Class of Stock [Line Items]        
Preferred unit, authorized (in units)   5,007,000    
Preferred units, issued (in units)   5,007,000    
Preferred units, outstanding (in units)   5,007,000    
Cumulative dividends | $   $ 1,715    
v3.22.0.1
MEMBERS’ EQUITY OF NERDY LLC - Schedule of Unit Activity (Details) - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]    
Redeemable preferred unit accretion   $ (219,257)
Reverse Recapitalization $ (470,011)  
Class B Redeemable Preferred Units    
Increase (Decrease) in Temporary Equity [Roll Forward]    
Beginning of period (in units) 25,920 25,920
Redeemable preferred unit accretion (in units)   0
Reverse Recapitalization (in shares) (25,920)  
End of period (in units) 0 25,920
Beginning of period $ 259,638 $ 109,492
Redeemable preferred unit accretion   150,146
Reverse Recapitalization (259,638)  
End of period $ 0 $ 259,638
Class C Redeemable Preferred Units    
Increase (Decrease) in Temporary Equity [Roll Forward]    
Beginning of period (in units) 11,895 11,895
Redeemable preferred unit accretion (in units)   0
Reverse Recapitalization (in shares) (11,895)  
End of period (in units) 0 11,895
Beginning of period $ 119,158 $ 50,047
Redeemable preferred unit accretion   69,111
Reverse Recapitalization (119,158)  
End of period $ 0 $ 119,158