nrdy-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 1-39595

NERDY INC.

(Exact name of registrant as specified in its charter)


Delaware		98-1499860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	8001 Forsyth Blvd., Suite 1050
	St. Louis, Missouri 63105
(Address of Principal Executive Offices) (Zip Code)

(314) 412-1227

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

NRDY

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the numbers of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class A common stock, par value $0.0001 per share - 119,768,268 shares of common stock as of May 1, 2025

Class B common stock, par value $0.0001 per share - 64,395,418 shares of common stock as of May 1, 2025


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).	1

	Condensed Consolidated Statements of Operations (Unaudited).	1

	Condensed Consolidated Statements of Comprehensive Loss (Unaudited).	2

	Condensed Consolidated Balance Sheets (Unaudited).	3

	Condensed Consolidated Statements of Cash Flows (Unaudited).	4

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited).	5

	Notes to Condensed Consolidated Financial Statements (Unaudited).	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17

Item 4.	Controls and Procedures.	17

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings.	18

Item 1A.	Risk Factors.	18

Item 5.	Other Information.	18

Item 6.	Exhibits.	18

	SIGNATURES	20


	Three Months Ended March 31,
		2025		2024
Revenue		$	47,595	$	53,727
Cost of revenue		19,984		17,212
Gross Profit		27,611		36,515
Sales and marketing expenses		15,785		17,392
General and administrative expenses		28,411		31,976


Operating Loss		(16,585)		(12,853)

Interest income		(462)		(886)
Other expense, net		—		25

Loss before Income Taxes		(16,123)		(11,992)
Income tax expense		28		23
Net Loss		(16,151)		(12,015)

Net loss attributable to noncontrolling interests		(5,655)		(4,569)
Net Loss Attributable to Class A Common Stockholders		$	(10,496)	$	(7,446)

Loss per share of Class A Common Stock:
Basic and Diluted		$	(0.09)	$	(0.07)


Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted		118,456		107,951


	March 31, 2025		December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	44,922	$	52,541
Accounts receivable, net	6,351		7,335
Other current assets	4,791		4,838
Total Current Assets	56,064		64,714
Fixed assets, net	16,731		17,148
Goodwill	5,717		5,717
Intangible assets, net	2,316		2,430
Other assets	2,204		2,498
Total Assets	$	83,032	$	92,507

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	4,215	$	2,555
Deferred revenue	13,366		15,263


Other current liabilities	9,796		10,509
Total Current Liabilities	27,377		28,327
Other liabilities	2,783		3,067

Total Liabilities	30,160		31,394
Stockholders’ Equity
Class A common stock	12		12
Class B common stock	6		6
Additional paid-in capital	602,667		597,308
Accumulated deficit	(568,362)		(557,866)
Accumulated other comprehensive income	44		19
Total Stockholders’ Equity Excluding Noncontrolling Interests	34,367		39,479
Noncontrolling interests	18,505		21,634
Total Stockholders’ Equity	52,872		61,113
Total Liabilities and Stockholders’ Equity	$	83,032	$	92,507


	As Of and For The Three Months Ended March 31,
		2025		2024
Class A Common Stock
Beginning and end of period		$	12	$	11


Class B Common Stock


Beginning and end of period		6		7
Additional Paid-In Capital
Beginning of period		597,308		567,709
Non-cash stock-based compensation		7,873		11,488

Conversion of combined interests into Class A common stock		—		253


Rebalancing of ownership percentage between controlling and the noncontrolling interests		(2,514)		(3,955)
End of period		602,667		575,495
Accumulated Deficit
Beginning of period		(557,866)		(515,281)
Net loss		(10,496)		(7,446)
End of period		(568,362)		(522,727)
Accumulated Other Comprehensive Income
Beginning of period		19		31
Foreign currency translation adjustments		25		(6)
End of period		44		25
Total Stockholders’ Equity Excluding Noncontrolling Interests		34,367		52,811
Noncontrolling Interests
Beginning of period		21,634		33,129
Net loss		(5,655)		(4,569)
Non-cash stock-based compensation		—		110
Foreign currency translation adjustments		12		(4)
Conversion of combined interests into Class A common stock		—		(253)


Rebalancing of ownership percentage between controlling and the noncontrolling interests		2,514		3,955
End of period		18,505		32,368
Total Stockholders’ Equity		$	52,872	$	85,179
Class A Common Stock - Shares
Beginning of period		117,699		106,416
Activity under stock compensation plans		1,657		1,955
Conversion of combined interests into Class A common stock		—		631


End of period		119,356		109,002
Class B Common Stock - Shares
Beginning of period		64,395		67,256
Activity under stock compensation plans		—		49
Conversion of combined interests into Class A common stock		—		(631)


End of period		64,395		66,674


	March 31, 2025		December 31, 2024		March 31, 2024		December 31, 2023
Cash and cash equivalents	$	44,922	$	52,541	$	76,960	$	74,824
Restricted cash included in Other current assets	132		132		184		184
Restricted cash included in Other assets	—		—		132		132
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows	$	45,054	$	52,673	$	77,276	$	75,140


	March 31, 2025		December 31, 2024
Fixed assets	$	52,469	$	51,208
Accumulated depreciation	(35,738)		(34,060)
	$	16,731	$	17,148


		Three Months Ended March 31,
	Statement of Operations Location		2025		2024
Amortization expense related to capitalized internal use software	Cost of revenue		$	1,661	$	1,392
Depreciation expense	General and administrative expenses		172		246


	March 31, 2025		December 31, 2024
Carrying amount	$	6,175	$	6,075
Accumulated amortization	(3,859)		(3,645)
	$	2,316	$	2,430


Active Members in thousands	March 31, 2025	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023
Active Members	40.5	37.5	39.7	35.5	46.1	40.7
YoY change	(12)%	(8)%	1%	15%	40%	101%


ARPM in ones	March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
ARPM	$	335	$	302	$	302	$	281	$	293	$	309
YoY change	14%		(2)%		(13)%		(20)%		(19)%		(14)%


	Three Months Ended March 31,			Change
dollars in thousands		2025		%		2024		%		$		%
Consumer		$	38,013	80	%	$	41,602	77	%	$	(3,589)	(9)	%
Institutional		9,380		19	%	11,887		22	%	(2,507)		(21)	%
Other		202		1	%	238		1	%	(36)		(15)	%
Revenue		$	47,595	100	%	$	53,727	100	%	$	(6,132)	(11)	%


	Nerdy Inc.

Date: May 8, 2025	By:	/s/ Jason Pello
		Name: Jason Pello
		Title: Chief Financial Officer


	Three Months Ended March 31,		Change
Active Experts in thousands		2025	2024	%
Active Experts		10.8	12.3	(12)%


Exhibit No.						Description

3.1						Certificate of Incorporation of Nerdy Inc. (incorporated by reference to Exhibit 3.1 filed with the Company’s Form 8-K filed on September 24, 2021 (File No. 001-39595)).

3.2						Bylaws of Nerdy Inc. (incorporated by reference to Exhibit 3.2 filed with the Company’s Form 8-K filed on September 24, 2021 (File No. 001-39595)).

31.1						Certification of Charles Cohn pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 8, 2025.

31.2						Certification of Jason Pello pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 8, 2025.

* 32.1						Certification of Charles Cohn and Jason Pello, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 8, 2025.

101						Interactive Data File (Form 10-Q for the quarterly period ended March 31, 2025 filed in iXBRL (Inline eXtensible Business Reporting Language)). The financial information contained in the iXBRL-related documents is “unaudited” and “unreviewed.”

104						The cover page from the Company’s Form 10-Q for the quarterly period ended March 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.