Financial Data and Key Metrics Changes - Revenue for Q3 2024 was $37.5 million, a decrease of 7% year-over-year, primarily due to lower Average Revenue Per Member (ARPM) in the Consumer business [22][24] - Gross profit was $26.5 million, down 9% year-over-year, with a gross margin of 70.5%, compared to 72.4% in the same period last year [26] - Non-GAAP adjusted EBITDA loss was $14 million, which was better than the guidance range of negative $17 million to negative $19 million, but worse than the loss of $8.2 million in the same period last year [29][30] Business Line Data and Key Metrics Changes - Consumer Learning Memberships generated $31.4 million in subscription revenue, representing 84% of total revenue, with active members increasing by 1% year-over-year to 39,700 [23] - Institutional business revenue was $5.4 million, a decrease of 3% year-over-year, accounting for 14% of total revenue [24] - 32% of paid contracts and 22% of total bookings value in Q3 came from school district partners who initially partnered via free access to the platform and later converted to paid offerings [16][24] Market Data and Key Metrics Changes - The company enabled access to the Varsity Tutors for Schools platform for an additional 1.1 million students, bringing the total to 4.4 million students across nearly 900 school districts [14] - Student engagement with the platform was stronger than expected as students returned to school, indicating a growing need for support beyond traditional classroom settings [15][44] Company Strategy and Development Direction - The company is focusing on scaling its product offerings and enhancing the onboarding experience to improve customer retention and lifetime value [6][10] - Investments were made in the Varsity Tutors for Schools go-to-market organization and platform infrastructure to drive market penetration and bookings growth [12][25] - The strategy of providing free access to the platform is aimed at building relationships with school districts and positioning for sustainable long-term growth in the K-12 market [16][25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the demand for live tutoring, citing growing recognition of high-dosage tutoring as an effective learning acceleration method [21] - The company expects revenue for Q4 2024 to be in the range of $44 million to $47 million, with full-year revenue guidance of $186 million to $189 million [31] - Adjusted EBITDA for Q4 is expected to be in the range of negative $7 million to negative $10 million, with a full-year expectation of negative $23 million to negative $26 million [32] Other Important Information - The company has a strong balance sheet with cash and cash equivalents of $65 million and no debt, providing ample liquidity for growth initiatives [30] - Sales and marketing expenses increased to $20.3 million, driven by investments in the Institutional sales organization, while consumer sales and marketing efficiency gains led to a decrease in customer acquisition costs [27][28] Q&A Session Summary Question: Visibility into stability in the consumer side of the business and engagement strategies - Management noted that retention among higher frequency tutoring customers improved, and product enhancements have led to better engagement and retention metrics [35][38] Question: Decline in Institutional revenue and monetization progress - Management attributed the decline to challenges with a new sales team and an overly focused strategy on the ESSER deadline, but expressed optimism about long-term growth through platform access strategies [40][42][44] Question: Expectations for active member growth versus ARPM dynamics in Q4 - Management expects to end the year with about 36,000 active members and ARPM to improve to around $310, driven by a focus on higher frequency customers [47]

Company Performance - Nerdy Inc. reported a quarterly loss of $0.14 per share, better than the Zacks Consensus Estimate of a loss of $0.23, and compared to a loss of $0.13 per share a year ago, indicating an earnings surprise of 39.13% [1] - The company posted revenues of $37.53 million for the quarter ended September 2024, surpassing the Zacks Consensus Estimate by 2.47%, although this is a decline from year-ago revenues of $40.3 million [2] - Over the last four quarters, Nerdy has surpassed consensus EPS estimates four times and topped consensus revenue estimates three times [2] Stock Performance - Nerdy shares have declined approximately 74.3% since the beginning of the year, contrasting with the S&P 500's gain of 24.3% [3] - The current consensus EPS estimate for the upcoming quarter is -$0.09 on revenues of $57.06 million, and for the current fiscal year, it is -$0.48 on revenues of $198.39 million [7] Industry Outlook - The Schools industry, to which Nerdy belongs, is currently ranked in the top 12% of over 250 Zacks industries, suggesting a favorable outlook compared to the bottom 50% of industries [8] - The performance of Nerdy may be influenced by the overall outlook for the industry, as empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions [5][8]

Membership Growth - Active Members increased to 39.7 thousand as of September 30, 2024, reflecting a year-over-year growth of 1%[55] - Active Experts rose to 9.5 thousand for the three months ended September 30, 2024, marking a 6% increase compared to the same period in 2023[56] Revenue Performance - Revenue for the three months ended September 30, 2024, was $37,530 thousand, a decrease of 7% from $40,296 thousand in the prior year[57] - Revenue for the nine months ended September 30, 2024, was $142,241 thousand, an increase of 3% from $138,315 thousand in the prior year[59] - Institutional revenue for the nine months ended September 30, 2024, increased by 27% to $28,451 thousand from $22,474 thousand in the previous year[59] Profitability Metrics - Gross profit for the three months ended September 30, 2024, was $26,453 thousand, down 9% from $29,188 thousand in the same period last year[61] - The gross margin for the three months ended September 30, 2024, was 70%, compared to 72% for the same period in 2023[61] - Operating loss for the three months ended September 30, 2024, was $(25,724) thousand, compared to $(25,553) thousand in the same period last year[57] - Net loss attributable to Class A common stockholders for the three months ended September 30, 2024, was $(15,900) thousand, a 42% increase from $(12,290) thousand in the prior year[57] Expense Management - Sales and marketing expenses for the three months ended September 30, 2024, increased by $1,221 thousand, or 7%, excluding stock-based compensation[64] - General and administrative expenses for the three months ended September 30, 2024, decreased by $3,646 thousand, or 10%, compared to the same period in 2023[65] - Product and development costs for the three months ended September 30, 2024, increased by $1,188 thousand, or 12%[65] Cash Flow and Liquidity - Cash used in operating activities for the nine months ended September 30, 2024, increased by $1,773 thousand compared to the same period in 2023[72] - Cash used in investing activities for the nine months ended September 30, 2024, was $5,700 thousand, an increase from $3,923 thousand in the same period in 2023[73] - As of September 30, 2024, the company had cash and cash equivalents totaling $65,002 thousand, down from $74,824 thousand as of December 31, 2023[68] - The company expects its cash on hand to be sufficient to satisfy future cash requirements within the next twelve months[69] Market Risks and Future Outlook - The company incurred cumulative losses from operations and may incur additional losses in the future[68] - The company had no debt obligations as of September 30, 2024[69] - The company expects improvements in gross margin due to recent enhancements in marketplace infrastructure systems[61] - The company's exposure to market risk, including foreign currency exchange rates and interest rates, is considered immaterial[82] - Interest income for the three months ended September 30, 2024, was $768 thousand, a decrease from $844 thousand in the same period in 2023[67]

Partnership and Market Expansion - Nerdy Inc's Varsity Tutors for Schools has partnered with The NET Charter High School - Gentilly Campus to provide live and on-demand tutoring resources at no cost through its online platform [1] - The partnership agreement extends through June 30, 2030, aiming to increase educational resources and support long-term growth for Nerdy [1] - The platform is utilized by over 500 school districts across the United States, enhancing Nerdy's market recognition and growth prospects [4] Platform Offerings and Value Proposition - Varsity Tutors for Schools offers 24/7 On-Demand Chat Tutoring, live enrichment classes, personalized learning plans, SAT/ACT prep classes, adaptive assessments, and college readiness resources [2] - The platform provides high-dosage tutoring and online learning solutions through three simple administration models, catering to a broad set of institutional and student needs [3] - The zero-cost model for K-12 schools highlights Nerdy's innovative approach to expanding its user base while delivering essential educational support [4] Financial Performance and Growth Drivers - Nerdy's shares have declined 71.4% year-to-date, underperforming the Zacks Schools industry's 2.2% decline [5] - Strong demand across consumer and institutional businesses, along with operational leverage from access-based subscription revenue models, supports future growth [5] - In Q2 2024, operational leverage from subscription revenue models significantly surpassed expenditures, facilitating the expansion of Varsity Tutors for Schools [6] Industry Comparison and Stock Performance - Royal Caribbean Cruises Ltd (RCL) has a trailing four-quarter earnings surprise of 18.5% and has rallied 61.3% in the past year, with 2024 sales and EPS expected to grow by 18.1% and 69.9%, respectively [8] - DoubleDown Interactive Co Ltd (DDI) has a trailing four-quarter earnings surprise of 22.1% and has surged 41.4% in the past year, with 2024 sales and EPS expected to increase by 12.6% and 15.8%, respectively [9] - Monarch Casino & Resort Inc (MCRI) has a trailing four-quarter negative earnings surprise of 3.5% and has risen 16.6% in the past year, with 2024 sales and EPS expected to grow by 2.3% and 10%, respectively [9]

Nerdy, Inc. (NRDY) , the parent company of Varsity Tutors for Schools ("VTS"), has collaborated with Johnson County Schools to offer free access to the Varsity Tutors for Schools platform to all district students. This collaboration, which extends through June 2030, underscores Nerdy's commitment to revolutionizing education through technology and solidifies its position as a leader in the online learning space. The platform's diverse offerings — ranging from 24/7 On-Demand Chat Tutoring and Essay Reviews t ...

The Dow Jones index closed lower by more than 50 points on Tuesday. When insiders purchase or sell shares, it indicates their confidence or concern around the company's prospects. Investors and traders interested in penny stocks can consider this a factor in their overall investment or trading decision. Below is a look at a few recent notable insider transactions for penny stocks. For more, check out Benzinga's insider transactions platform. Zomedica The Trade: Zomedica Corp. ZOM COO Anthony K Blair bought ...

Company Performance - Nerdy Inc. reported a quarterly loss of $0.08 per share, better than the Zacks Consensus Estimate of a loss of $0.12, and compared to earnings of $0.04 per share a year ago, representing an earnings surprise of 33.33% [1] - The company posted revenues of $50.98 million for the quarter ended June 2024, missing the Zacks Consensus Estimate by 0.31%, but showing an increase from year-ago revenues of $48.84 million [2] - Over the last four quarters, Nerdy has surpassed consensus EPS estimates four times and topped consensus revenue estimates three times [2] Stock Performance - Nerdy shares have declined approximately 57.1% since the beginning of the year, contrasting with the S&P 500's gain of 9% [3] - The current consensus EPS estimate for the upcoming quarter is -$0.15 on revenues of $47.75 million, and for the current fiscal year, it is -$0.31 on revenues of $235.19 million [7] Industry Outlook - The Schools industry, to which Nerdy belongs, is currently ranked in the top 37% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8]

Nerdy, Inc.'s (NRDY) flagship business, Varsity Tutors for Schools, has partnered with Clarendon County School District, offering the District's students free access to its Varsity Tutors for Schools online tutoring platform. This partnership will extend from the announcement date till Jun 30, 2030. Clarendon County School District students and families can avail the services of the online study platform by signing on to their Clever account or by visiting the District website. Varsity Tutors for Schools ut ...

Core Insights - Nerdy, Inc.'s Varsity Tutors for Schools has partnered with Trinity Lutheran School to provide free access to its platform for students until June 30, 2030 [1][2] - The platform offers a range of interactive study tools and resources to support students across various school districts [2][3] Company Overview - Varsity Tutors for Schools is utilized by over 500 school districts in the U.S., aiming to bridge learning gaps and enhance classroom education [3] - The platform allows students to access tutoring services 24/7, take practice tests, and follow personalized lesson plans [4] Business Performance - In Q1 2024, Nerdy's institutional business achieved record revenues of $11.9 million, representing a 39% year-over-year increase [6] - Bookings for the quarter were $4.4 million, reflecting the company's efforts to integrate the Varsity Tutors platform and expand its sales team [6] User Growth - The company has expanded access to Varsity Tutors for an additional 1.2 million students, totaling 2.2 million students across 475 school districts [7] - The goal for the year is to provide access for 10 million students, which is nearly 20% of the K-12 population in the U.S. [7] Strategic Initiatives - Nerdy is focusing on platform scalability and a freemium upsell approach to build trust with new partners [5] - The company has merged subscription models and access-based products to create a unified experience for users, extending beyond K-12 education [10]

PART I. FINANCIAL INFORMATION Presents unaudited condensed consolidated financial statements and management's discussion and analysis for Q1 2024 [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited).) Presents unaudited condensed consolidated financial statements for Q1 2024 and 2023, including operations, balance sheets, cash flows, and detailed notes [Condensed Consolidated Statements of Operations (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited).) Summarizes revenues, gross profit, operating loss, and net loss for the three months ended March 31, 2024 and 2023 Condensed Consolidated Statements of Operations (Unaudited) - Key Figures (in thousands, except per share data) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Revenue | $53,727 | $49,180 | | Gross Profit | $36,515 | $33,890 | | Operating Loss | $(12,853) | $(11,370) | | Net Loss | $(12,015) | $(32,253) | | Net Loss Attributable to Class A Common Stockholders | $(7,446) | $(18,931) | | Basic and Diluted Loss per share | $(0.07) | $(0.21) | [Condensed Consolidated Statements of Comprehensive Loss (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20(Unaudited).) Details net loss and other comprehensive income/loss components, including foreign currency adjustments, for Q1 2024 and 2023 Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - Key Figures (in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net Loss | $(12,015) | $(32,253) | | Foreign currency translation adjustments | $(10) | $34 | | Total Comprehensive Loss | $(12,025) | $(32,219) | | Total Comprehensive Loss Attributable to Class A Common Stockholders | $(7,452) | $(18,911) | [Condensed Consolidated Balance Sheets (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited).) Presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2024, and December 31, 2023 Condensed Consolidated Balance Sheets (Unaudited) - Key Figures (in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total Assets | $121,349 | $124,744 | | Total Liabilities | $36,170 | $39,138 | | Total Stockholders' Equity | $85,179 | $85,606 | | Cash and cash equivalents | $76,960 | $74,824 | | Accounts receivable, net | $9,632 | $15,398 | | Deferred revenue | $16,300 | $20,480 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited).) Summarizes cash flows from operating, investing, and financing activities for the three months ended March 31, 2024 and 2023 Condensed Consolidated Statements of Cash Flows (Unaudited) - Key Figures (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net Cash Provided By Operating Activities | $4,353 | $6,794 | | Net Cash Used In Investing Activities | $(2,221) | $(982) | | Net Cash Used In Financing Activities | $0 | $0 | | Net Increase in Cash, Cash Equivalents, and Restricted Cash | $2,136 | $5,805 | | Cash, Cash Equivalents, and Restricted Cash, End of Period | $77,276 | $97,352 | [Condensed Consolidated Statements of Stockholders' Equity (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20(Unaudited).) Details changes in stockholders' equity, including common stock and accumulated deficit, for the three months ended March 31, 2024 and 2023 Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Key Figures (in thousands) | Metric | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total Stockholders' Equity | $85,179 | $60,404 | | Class A Common Stock - Shares (End of period) | 109,002 | 97,926 | | Class B Common Stock - Shares (End of period) | 66,674 | 69,258 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited).) Provides detailed explanations of accounting policies, revenue recognition, noncontrolling interests, and other financial disclosures - Nerdy Inc. consolidates Nerdy LLC, with a portion of consolidated net earnings (loss) allocated to noncontrolling interests (NCI) for Legacy Nerdy Holders[22](index=22&type=chunk) Ownership Percentage of OpCo Units in Nerdy LLC | Entity | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Nerdy Inc. | 62.0 % | 61.3 % | | Legacy Nerdy Holders | 38.0 % | 38.7 % | Revenue by Business Category (Three Months Ended March 31, in thousands) | Category | 2024 | % | 2023 | % | | :--- | :--- | :--- | :--- | :--- | | Consumer | $41,602 | 77 % | $40,335 | 82 % | | Institutional | $11,887 | 22 % | $8,540 | 17 % | | Other | $238 | 1 % | $305 | 1 % | | **Total Revenue** | **$53,727** | **100 %** | **$49,180** | **100 %** | - The company maintains a full valuation allowance against deferred tax assets at Nerdy Inc. and has not recognized a **$115,968 thousand** liability under the Tax Receivable Agreement, concluding it was not probable that such payments would be made based on estimates of future taxable income[37](index=37&type=chunk)[55](index=55&type=chunk) - The company is subject to legal proceedings challenging the classification of third-party Experts as independent contractors, with a tentative settlement of **$2,000 thousand** accrued for a California PAGA matter[57](index=57&type=chunk)[58](index=58&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Analyzes the company's financial condition and results of operations, covering business overview, key metrics, performance, liquidity, and accounting policies [Overview](index=17&type=section&id=OVERVIEW) Describes Nerdy's platform for live online learning, connecting Learners with Experts using technology and AI across various subjects - Nerdy operates a platform for live online learning, leveraging technology, including artificial intelligence (AI), to connect Learners with Experts across numerous subjects and multiple formats[63](index=63&type=chunk) - The flagship business, Varsity Tutors LLC, provides learning experiences directly to Consumers and through education systems (Institutions) via offerings like Varsity Tutors for Schools[63](index=63&type=chunk) [Key Operating Metrics](index=17&type=section&id=KEY%20OPERATING%20METRICS) Presents key operational performance indicators, including active members and experts, reflecting business growth and engagement Active Members (in thousands) | Date | Active Members | YoY Change | | :--- | :--- | :--- | | March 31, 2024 | 46.1 | 40% | | March 31, 2023 | 32.9 | n/a | Active Experts (in thousands) | Period | Active Experts | Change (%) | | :--- | :--- | :--- | | Three Months Ended March 31, 2024 | 12.3 | 21% | | Three Months Ended March 31, 2023 | 10.2 | | - The increase in Active Experts was primarily driven by higher Institutional active experts, reflecting the continued scaling of the Institutional business[67](index=67&type=chunk) [Results of Operations](index=18&type=section&id=RESULTS%20OF%20OPERATIONS) Analyzes the company's financial performance, including revenue, gross profit, operating expenses, and net loss, for the reporting period Key Financial Results (Three Months Ended March 31, in thousands) | Metric | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $53,727 | $49,180 | $4,547 | 9% | | Cost of revenue | $17,212 | $15,290 | $(1,922) | (13)% | | Gross Profit | $36,515 | $33,890 | $2,625 | 8% | | Gross Margin | 68% | 69% | | | | Sales and marketing expenses | $17,392 | $15,560 | $1,832 | 12% | | General and administrative expenses | $31,976 | $29,700 | $2,276 | 8% | | Operating Loss | $(12,853) | $(11,370) | $(1,483) | (13)% | | Net Loss Attributable to Class A Common Stockholders | $(7,446) | $(18,931) | $11,485 | 61% | - Revenue growth was driven by the continued scaling of Consumer (**3% increase**) and Institutional (**39% increase**) businesses, partially offset by lower average revenue per member per month in the Consumer business[71](index=71&type=chunk)[72](index=72&type=chunk) - Gross margin decreased from **69% to 68%** primarily due to higher utilization of tutoring sessions across new access-based products within the Institutional business during a seasonally high period[74](index=74&type=chunk) - Sales and marketing expenses increased by **12%** due to investments in the Institutional sales organization, partially offset by marketing efficiencies from the transition to Learning Memberships in the Consumer business[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - General and administrative expenses increased by **8%**, with product development costs rising by **$2,233 thousand**, reflecting investments in platform innovation and 'always on' subscription products[76](index=76&type=chunk)[79](index=79&type=chunk)[81](index=81&type=chunk) - The company recognized no unrealized loss on derivatives in Q1 2024, compared to a **$21,682 thousand** loss in Q1 2023, due to the warrant and earnout transactions in September 2023[82](index=82&type=chunk) [Liquidity and Capital Resources](index=19&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Discusses the company's cash position, cash flow activities, and ability to meet future financial obligations without debt Cash and Cash Equivalents (in thousands) | Date | Amount | | :--- | :--- | | March 31, 2024 | $76,960 | | December 31, 2023 | $74,824 | Cash Flows (Three Months Ended March 31, in thousands) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Operating activities | $4,353 | $6,794 | | Investing activities | $(2,221) | $(982) | | Financing activities | $0 | $0 | | Net Increase in Cash | $2,136 | $5,805 | - Cash provided by operating activities decreased by **$2,441 thousand** compared to the prior year, primarily due to investments in the Institutional sales organization and product development, and unfavorable changes in working capital[90](index=90&type=chunk) - Cash used in investing activities increased due to higher capital expenditures, primarily for the development of internal use software and IT equipment[91](index=91&type=chunk) - The company believes its cash on hand will be sufficient to satisfy future requirements, including working capital, sales and marketing activities, and capital expenditures, and had no debt obligations as of March 31, 2024[86](index=86&type=chunk)[87](index=87&type=chunk) [Critical Accounting Policies and Estimates](index=20&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Confirms no material changes to the company's critical accounting policies and estimates from the prior annual report - There have been no material changes to the company's critical accounting policies and estimates previously disclosed in its 2023 Annual Report[94](index=94&type=chunk) [Recently Issued Accounting Standards](index=20&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20STANDARDS) Directs readers to Note 2 for details on recently issued accounting standards and their potential impact - Refer to Note 2 within 'Notes to Condensed Consolidated Financial Statements (Unaudited)' for a discussion regarding recently issued accounting standards[96](index=96&type=chunk) [Cautionary Note on Forward-Looking Statements](index=20&type=section&id=CAUTIONARY%20NOTE%20ON%20FORWARD-LOOKING%20STATEMENTS) Highlights future expectations and potential risks that could cause actual results to differ materially from projections - This report contains forward-looking statements regarding future expectations, including continued improvements in sales and marketing leverage, growth of the Institutional business, simplification of operations, and sufficiency of cash to fund future operations[98](index=98&type=chunk) - Actual results may differ materially due to various factors, including limited operating history, net losses, risks in customer acquisition/retention, scaling the Institutional business, intellectual property, independent contractor classification, and other economic/business factors[99](index=99&type=chunk) [Emerging Growth Company Status](index=21&type=section&id=EMERGING%20GROWTH%20COMPANY%20STATUS) Explains the company's status as an Emerging Growth Company and its eligibility for certain reporting exemptions - The company is an 'emerging growth company' (EGC) and is eligible for exemptions from certain reporting requirements, such as auditor attestation and reduced executive compensation disclosures[101](index=101&type=chunk) - The company intends to take advantage of the extended transition period for complying with new or revised accounting standards, allowing it to delay adoption until those standards apply to private companies[102](index=102&type=chunk) - The company expects to remain an EGC until the earlier of (1) the last day of the fiscal year following the fifth anniversary of TPG Pace Tech Opportunities' IPO, or when total annual gross revenue reaches **$1,235,000 thousand**, or when it becomes a large accelerated filer, or (2) the date it issues more than **$1,000,000 thousand** in non-convertible debt securities over a three-year period[103](index=103&type=chunk)[104](index=104&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) The company's exposure to market risk, foreign currency exchange rates, and interest rates is considered immaterial - The company's exposure to market risk, foreign currency exchange rates, and interest rates is immaterial[105](index=105&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES.) Management concluded disclosure controls were effective as of March 31, 2024, with no significant changes in internal control over financial reporting - As of March 31, 2024, the CEO and CFO concluded that the company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported timely[106](index=106&type=chunk) - There were no significant changes in the company's internal control over financial reporting during the quarter ended March 31, 2024[108](index=108&type=chunk) PART II. OTHER INFORMATION Contains additional information including legal proceedings, risk factors, other disclosures, and exhibits [Item 1. Legal Proceedings](index=22&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) Refers to Note 13 for legal proceedings details, including independent contractor classification, and confirms no environmental proceedings met disclosure thresholds - Information regarding legal proceedings is incorporated by reference from Note 13 within 'Notes to Condensed Consolidated Financial Statements (Unaudited)'[109](index=109&type=chunk) - No environmental proceedings with a governmental entity as a party, resulting in monetary sanctions of **$1,000 thousand** or more, were disclosed for the three months ended March 31, 2024[110](index=110&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=ITEM%201A.%20RISK%20FACTORS.) Directs readers to the 2023 Annual Report for risk factors, noting no material changes in the current reporting period - There have been no material changes to the risk factors previously disclosed in the 2023 Annual Report on Form 10-K as of the date of this Quarterly Report[111](index=111&type=chunk) [Item 5. Other Information](index=23&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) Reports no directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2024 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2024[112](index=112&type=chunk) [Item 6. Exhibits](index=23&type=section&id=ITEM%206.%20EXHIBITS.) Lists exhibits filed with the Form 10-Q, including Certificate of Incorporation, Bylaws, CEO/CFO certifications, and Interactive Data Files - The exhibits include the Certificate of Incorporation, Bylaws, certifications from the CEO and CFO (pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350), and Interactive Data Files (iXBRL)[113](index=113&type=chunk)[114](index=114&type=chunk) [Signatures](index=24&type=section&id=SIGNATURES) The report was signed on behalf of Nerdy Inc. by Jason Pello, Chief Financial Officer, on May 7, 2024 - The report was signed on behalf of Nerdy Inc. by Jason Pello, Chief Financial Officer, on May 7, 2024[118](index=118&type=chunk)