v3.24.3
NONCONTROLLING INTERESTS
9 Months Ended
Sep. 30, 2024
Noncontrolling Interest [Abstract]  
NONCONTROLLING INTERESTS NONCONTROLLING INTERESTS
As of September 30, 2024, Legacy Nerdy Holders owned 64,943 OpCo Units, equal to 36.1% of the economic interest in Nerdy LLC, and 64,943 shares of Class B Common Stock. As of December 31, 2023, Legacy Nerdy Holders owned 67,256 OpCo Units equal to 38.7% of the economic interest in Nerdy LLC, and 67,256 shares of Class B Common Stock.
Nerdy Inc. owned 63.9% and 61.3% of the outstanding OpCo Units as of September 30, 2024 and December 31, 2023, respectively. The financial results of Nerdy LLC and its subsidiaries were consolidated with and into Nerdy Inc., and the portions of the consolidated net earnings (loss) of Nerdy LLC, which the Legacy Nerdy Holders were entitled to or required to absorb, was allocated to NCI. At the end of each reporting period, Nerdy LLC equity attributable to Nerdy Inc. and the Legacy Nerdy Holders was rebalanced to reflect Nerdy Inc.’s and the Legacy Nerdy Holders’ ownership in Nerdy LLC. Prior to the Earnout Transaction (see Note 1), the Company excluded Earnouts in the calculation of the ownership interests in Nerdy LLC as the Earnouts were subject to forfeiture.
The following table summarizes the changes in ownership of OpCo Units in Nerdy LLC, excluding Earnouts, for the periods presented.
As Of and For The Three Months Ended
September 30,
As Of and For The Nine Months Ended
September 30,
2024202320242023
OpCo Units
Nerdy Inc.
Beginning of period112,245 95,516 106,416 90,654 
Vesting or exercise of equity awards2,227 2,218 6,130 6,387 
Conversion of Combined Interests into Class A Common Stock500 500 2,426 1,193 
Issuance of OpCo units as a result of the Warrant Transactions
— 4,306 — 4,306 
Inclusion of OpCo units as a result of the Earnout Transaction
— 1,875 — 1,875 
End of period114,972 104,415 114,972 104,415 
Legacy Nerdy Holders
Beginning of period65,427 65,803 67,256 65,948 
Vesting or exercise of equity awards16 48 113 596 
Conversion of Combined Interests into Class A Common Stock(500)(500)(2,426)(1,193)
Issuance of OpCo units as a result of the Warrant Transactions
— 513 — 513 
Inclusion of OpCo units as a result of the Earnout Transaction
— 1,343 — 1,343 
End of period64,943 67,207 64,943 67,207 
Total
Beginning of period177,672 161,319 173,672 156,602 
Vesting or exercise of equity awards2,243 2,266 6,243 6,983 
Issuance of OpCo units as a result of the Warrant Transactions
— 4,819 — 4,819 
Inclusion of OpCo units as a result of the Earnout Transaction
— 3,218 — 3,218 
End of period179,915 171,622 179,915 171,622 
Ownership Percentage
Nerdy Inc.
Beginning of period63.2 %59.2 %61.3 %57.9 %
End of period63.9 %60.8 %63.9 %60.8 %
Legacy Nerdy Holders
Beginning of period36.8 %40.8 %38.7 %42.1 %
End of period36.1 %39.2 %36.1 %39.2 %