Good afternoon. Thank you for attending today’s Nerdy Third Quarter 2022 Results Conference Call. My name is Jason, and I will be the moderator for today’s call. [Operator Instructions] I would now like to pass the conference over to our host, Molly Sorg, Head of Investor Relations.

Good afternoon and thank you for joining us for Nerdy’s third quarter 2022 earnings call. With me are Chuck Cohn, Founder, Chairman, and Chief Executive Officer of Nerdy, and Jason Pello, Chief Financial Officer. Before I turn the call over to Chuck, I will remind everyone that this discussion will contain forward-looking statements including, but not limited to, expectations with respect to Nerdy’s future financial and operating results, strategy, opportunities, plans, and outlook. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Any forward-looking statements are made as of today’s date and Nerdy does not undertake or accept any obligation to publicly release any updates or revisions to any forward-looking statements to reflect any change in expectations or any changes in events, conditions, or circumstances on which any such statement is based. Please refer to the disclaimers in today’s shareholder letter announcing Nerdy’s third quarter results and the company’s filings with the SEC for a discussion of the risks. Not all of the financial measures that we will discuss today are prepared in accordance with GAAP. Please refer to today’s shareholder letter for reconciliations of these non-GAAP measures. With that, let me turn the call over to Chuck.

Thanks, Molly. And thank you to everyone who has joined us today. We are happy to be back in front of you discussing our third quarter results. Two quarters ago we unveiled to you our ambitious plan to evolve our products and revenue model to orient towards long-term recurring relationships with customers that default to being always on. We did this in response to market changes we are seeing including new consumer and institutional customer preferences for learning solutions that can provide ongoing support across academic calendar years, subjects, and learning formats. As a result, we began to converge our product and revenue strategies and develop new recurring revenue products, including learning memberships for consumers in on-demand, teacher assigned for school district customers. Early data suggested our transitional learning memberships would lead to longer duration and higher lifetime value customer relationships, enhanced gross margins, better marketing efficiency, better forecasting visibility, and a more scalable and efficient operating model. We also believe the transition would allow us to serve a larger market of learners while offering experts an opportunity for more consistent earnings. We shared that this transition would require trading off revenue recognition in the short term because our package model recognizes revenue in a front-loaded manner. While in our learning membership model revenue is recognized linearly over time. We estimated that cumulative revenue for a given customer would catch up and surpass that of a package customer by month six in the transition. We describe this revenue recognition difference as the J Curve. Two quarters into this initiative we are pleased to report that the new business model has exceeded our expectations and validated our underlying assumptions and more. Based on the positive feedback we received as school started across the country combined with the favorable customer economics we observed, we determined learning memberships is the winning model, and we made learning memberships the primary solution offered to consumers during the quarter. In doing so, we made the decision to lean farther into the J Curve on revenue recognition as we transitioned a larger percentage of the business than previously targeted to learning memberships. We also discontinued our academic and enrichment class à la carte sales by rolling them into our learning membership offering. As anticipated and consistent with what we discussed in August, summer travel and leisure was heightened with consumption seasonally declining over the summer months. We then saw continued strengthening of demand for supplemental learning as schools went back in session and demand picked up. Notably, we haven't observed any discernible macroeconomic pressure on demand for our products. We delivered revenue of $31.8 million in the third quarter, results that were just above the midpoint of our guidance range of $30 million to $33 million. This result reflects stronger than anticipated performance given our decision to shift a higher proportion of new customers to learning memberships, which decreases recognized revenue in the current quarter in order to generate higher levels of revenue in subsequent quarters from those specific customers. During the third quarter, approximately 62% of new learners in our consumer business purchased a learning membership as opposed to a package. Revenue recognized in the third quarter from learning memberships grew to $5.8 million or 18% of total recognized revenue, up from just 2% of total recognized revenue in the second quarter. Learning membership revenue has already grown to an annualized run rate of $50.2 million as of September 30. As I've mentioned for our consumer business, learning memberships are helping to transform our relationship with customers into one that is recurring in nature, spanning multiple subjects and learning formats. This model encourages ongoing, consistent learning over longer periods of time, which is leading to significant improvements in customer engagement. In addition to one-on-one tutoring, each membership includes access to unlimited live and asynchronous learning formats with content available for the entire household. We are seeing these benefits deliver positive multi-format engagement trends. And over 25% of our early cohorts have adopted at least one other learning format beyond one-on-one tutoring. For customer audiences where our class and learning resource content is broader, that number grows to 40%. The higher retention and engagement is leading to superior customer monetization and lifetime value trends relative to our package model. Our recent monthly cohorts cumulative membership revenue is on a path to equal or exceed historical average customer revenue cohort curves after approximately four months, more than making up for the approximately 30% of customers and less than 10% of revenue the consumer class customers historically represented. This clearly demonstrates the superior economics of our Learning Membership and the higher value of the active learners we are adding to the platform. We now expect by the end of the calendar year, our monthly subscription revenue recognized from Learning Memberships will exceed the revenue recognized from package customers. And by the end of the first quarter next year, we expect our monthly consumer revenue will be driving year-over-year growth in our consumer business again with superior unit level economics as we exit the J Curve. We have developed a powerful and unique proposition for learners. We are continuing to invest in serving a wider array of learning needs by offering more learning resources and providing customers with more value. Customer surveys and engagement trends support our view that Learning Memberships provide the value customers desire. Based upon our historical experience with customers engaging in learning across multiple formats as well as our recent experience with Learning Membership customers, we have seen that multi-format engagement is highly correlated with better retention and extending customer lifetime value and monetization. In the fourth quarter, we are continuing to enhance Learning Memberships by adding unlimited access to three new products: Codeverse, Tutor Chat, and Essay Review. Codeverse is our recently acquired kids coding platform. Tutor Chat provides 24/7 support to every student with access to Homework Health and support from highly qualified tutors via live chat across core K-12 subjects. And Essay Review provides writing support for students whenever they need it by allowing students to upload written work to receive thoughtful feedback within 48 hours on essays, papers, reports, admissions essays, and more. Tutor Chat and Essay Review were both originally developed for Varsity Tutors for Schools, and we are now leveraging them in a key consumer product. This is a good example of our platform-based approach to growth, where we build a product or capability once and leverage it multiple times across different audiences. As we expand our product portfolio, make our platform more sticky, and enhance the value we provide to the Learning Membership customers, we anticipate that we can further grow customer lifetime values. Turning now to our institutional business, two quarters ago, we announced we were building two new products that would support our always-on vision. The products, On Demand and Teacher Assigned, offer school districts district-wide solutions that can be deployed across entire student and teacher populations, widening the impact we can have with our school district partners. On Demand provides universal support to all students with access to 24/7 On Demand chat-based tutoring, essay editing, and self-directed learning tools. Teacher Assigned is a solution that empowers educators who know students best to schedule face-to-face online personalized support with experts. Teachers can leverage an extra set of hands focused on reinforcing what happens in the classroom with a targeted focus on the specific needs of an individual student. These comprehensive solutions serve the entire student population, supporting long-term partnerships with schools. When these new product offerings are combined with our existing high-dosage tutoring product, we believe Nerdy provides the tools that students, teachers, and administrators are seeking by offering access to always-on educational resources. Earlier this year, we also discussed that we adjusted the institutional sales team's focus towards larger school district opportunities where there is an interest in more holistic and longer-lasting partnerships. During the third quarter, Varsity Tutors for Schools signed 21 new contracts, yielding $5.6 million of bookings with an average contract value that more than doubled versus all prior periods. This shift in focus to larger school district opportunities has also driven continued growth in our deal pipeline as we head into the fourth quarter. We are seeing high levels of interest in our new products that address entire district-wide student populations and target higher contract values. These partnerships involve more complicated implementations and the involvement of more stakeholders, which is leading to longer contracting and implementation timelines, though we believe the more significant relationships we are building with institutions are a worthy trade-off. Turning now to our marketplace dynamics, our third quarter results reflect momentum across both our consumer and institutional businesses as we reorient our products towards higher value and more recurrent relationships. As we previously shared, by orienting our business to consumers with recurring need states, we are targeting higher lifetime value customers. Midway through the quarter, we began slowing the number of new experts added to the platform so as to concentrate on deeper relationships with fewer experts and to provide those experts with more revenue-generating opportunities. It's been just over one year since Nerdy became a public company. During that time, the education landscape has changed dramatically. We continue to innovate at a rapid pace, bring new products and capabilities to market and evolve our go-to-market strategies to position Nerdy as the preferred solution to meet both consumer and institutional learners' needs in any subject, anywhere, and at any time. As the Learning Membership subscriber base increases and institutional revenues grow, we expect that these new go-to-market strategies will continue to yield operating efficiencies. We remain confident in our ability to achieve adjusted EBITDA profitability by the end of 2023 as previously communicated.

Thanks, Chuck, and good afternoon, everyone. I'm pleased to be speaking with you today about Nerdy's strong third quarter performance and our outlook for the balance of the year. Our team continued to execute at a high level during the third quarter and made substantial progress against our business model evolution. As Chuck mentioned, during this year's back-to-school season, we accelerated our transition to Learning Memberships as a result of the strong customer response and the positive economics we are experiencing. As we shared in our past two earnings calls, this evolution towards Learning Membership results in lower near-term revenue and adjusted EBITDA. However, we expect that it will ultimately allow us to generate superior long-term customer unit economics and drive higher levels of growth and profitability. This shift in revenue recognition is reflected in our revenue growth rates for the three and nine months ended September 30, 2022. Expenses as a percentage of revenue also reflect the impact of recognized revenue being at the bottom of the J Curve during the third quarter. It's important to keep this in mind as we discuss our financial results for the period. In the third quarter, we recognized revenue of $31.8 million, results that were just above the midpoint of our guidance range of $30 million to $33 million, despite presenting a higher proportion of customers with Learning Memberships than originally targeted. Revenue growth was driven by continued strength in our consumer offering and the addition of our institutional business. Institutional revenue of $2.4 million represented 7% of total revenue in the third quarter and was impacted by normal summer seasonality and longer-than-anticipated contracting and implementation timelines as we target larger school district opportunities. Moving down to P&L, gross profit of $21.9 million for the third quarter represented an increase of 6% compared to the same period last year. Gross profit increases were driven by growth across consumer audiences and the addition of Varsity Tutors for Schools. Gross margins of 69% for the three months ended September 30 expanded approximately 300 basis points from 66% in the same period last year. Sales and marketing expenses on a GAAP basis were $16.2 million in the third quarter, a decrease of $2.6 million compared to the same period in 2021. Non-GAAP sales and marketing expenses, excluding non-cash stock-based compensation, were $50.1 million or 48% of revenue in the third quarter of 2022. This compares to 52% of revenue in the same period of last year, an approximately 400 basis-point improvement. Throughout the third quarter, we continued to moderate the level of marketing spend, yielding efficiencies in our consumer business. These efficiencies were partially offset by continued investments in our institutional sales and go-to-market organization in support of Varsity Tutors for Schools, which we expect to grow into as revenue continues to grow and we slowed the rate of hiring, creating operating leverage. Over the last several months, our evolution to a Learning Membership model, when coupled with investments in automation, self-service capabilities, and our machine learning matching algorithm, is allowing us to generate operating efficiencies. As Learning Membership mix continues to increase as a percentage of total active learners, we believe we'll be able to further simplify the sales process and operating model, generating additional efficiencies. We also continue to moderate the pace of corporate hiring and third-party vendor spend in the third quarter and expect to gain operating leverage from prior investments as we allow revenue to grow without a proportional increase in both variable and fixed costs. We expect these efficiencies will begin to materialize in the first quarter of 2023 as the cumulative build of Learning Membership and institutional revenues accelerate as we exit the J Curve. We reported a non-GAAP adjusted EBITDA loss of $14 million in the third quarter of 2022, at the high end of our guidance range of $14 million to $17 million. Improvements were primarily driven by higher gross margin rates, marketing efficiency gains, reducing the pace of hiring, and diligent cost oversight. The lower adjusted EBITDA relative to last year was primarily driven by the shift to a membership model and the associated lower near-term revenue recognition that naturally flows through the lower adjusted EBITDA in the current quarter and were reflective of being at the bottom of the J Curve during Q3. As Chuck mentioned, these investments have allowed us to deliver several new and exciting products, including Learning Memberships, and our Teacher Assigned and On Demand institutional offerings. Turning to our business outlook, today, we're providing fourth quarter and full-year guidance. As Chuck mentioned, the traction and response we received from customers related to Learning Memberships has exceeded our expectations. We are also beginning to see more evidence that validates our belief that the model would lead to longer duration and higher lifetime value customer relationships, enhance gross margins in a more scalable and efficient model. The acceleration to Learning Membership has continued in the fourth quarter and is the primary supplemental learning solution we are presenting to customers. Today, we are nearing our fourth quarter and full-year revenue guidance ranges to reflect the significant momentum we are realizing in the transition to Learning Memberships as well as the longer lead times we're experiencing in our institutional business due to the previously discussed focus on opportunities with larger school districts. As is typical for our business, we expect sequential quarterly revenue growth, driven by increases in the number of Learning Membership subscribers and higher institutional revenues. For the fourth quarter of 2022, we expect revenue in the range of $39 million to $41 million, and for the full year 2022, we are narrowing our expected revenue guidance in the range of $160 million to $162 million, which is within the guidance range we provided when we first introduced Learning Memberships in May. We are targeting to exit the aggregate J Curve, whereby aggregate monthly consumer revenue returns to year-over-year growth by the end of the first quarter of 2023. Our adjusted EBITDA guidance for both the fourth quarter and full year reflects the natural flow-through from lower recognized revenue in the quarter that is the result of accelerating the transition to Learning Memberships as we capitalize on the long-term shift towards always-on learning solutions. The guidance also reflects the continued moderation of marketing spend and reduced levels of hiring beginning to demonstrate operating leverage. For the fourth quarter of 2022, we expect a non-GAAP adjusted EBITDA loss in the range of $6 million to $8 million. For the full year 2022, we expect a non-GAAP adjusted EBITDA loss in the range of $36 million to $38 million, also consistent with the guidance ranges provided in May. I also wanted to highlight that the second and third quarters of 2022 represent our highest projected cash use quarters, which are impacted by summer seasonality and the short-term cash flow impact as we shift to a membership model. With no debt and $106.4 million of cash on our balance sheet, we have ample liquidity to fund the business and pursue growth initiatives. Given the operating efficiencies I mentioned earlier and their ability to positively impact the P&L and as Learning Membership mix grows, we remain confident in our ability to achieve adjusted EBITDA profitability by the end of 2023. Thank you again for your time. And with that, I'll turn the call back over to Chuck.

Thanks, Jason. And thanks again to all of you for joining us today. As always, we appreciate your interest in Nerdy and look forward to continuing the dialogue during this exciting time for the company. With that, I'll turn it over to the operator for Q&A.

[Operator Instructions] Our first question comes from Eric Sheridan with Goldman Sachs. Your line is now open.

Thanks so much for taking the questions. Maybe two, if I can. With what you're learning on the membership side, how should we be thinking about elements of LTV changes looking out into next year, less seasonality in the business and maybe some of the early learnings from those components on the membership piece that we should be keeping in mind? I know it's a little early to maybe guide to 2023, but just how we should be thinking about the output of the velocity on the membership side and what it means for the business in 2023? And then in the institutional piece, how much of the narrowing the range in Q4 was down to the institutional business? And is there any sense you can give us of the backlog or elements of sales force productivity in the institutional business, so we can better understand what's being built there for the long term from a revenue base? Thanks so much.

Thanks, Eric. Good questions. So I will take the first one and hand the second one over to Jason. But as you know, we started rolling out Learning Memberships in spring. It accounted for about 2% of recognized revenue in the second quarter, and about 18% of recognized revenue in the third quarter. One of the things that we shared in the shareholder letter was actually plotting our LTV curves relative to our old blended model of packages and classes. And you will see that there is significant LTV trajectory growth in the trajectory of the cohort lines relative to the old blended package and class model. So we feel really, really good about the trends. And three to four months in, you are seeing that the recognized revenue from Learning Membership is actually eclipsing that of the package model for a given customer, and is on a really, really healthy trajectory. And we have seen each of the last several months, really starting with May and then moving into this most recent September cohort, really positive size there. So we have not been through an entire school year. We haven't been through some of the end-of-term periods, but the results are really encouraging. And then if you look at the marketing side, we've been able to hold our marketing CAC and then CAC in totality flat on the consumer side approximately, and that's with blending into what we believe are much higher LTV customers. So, it's a little early to say how much that could change the LTV to CAC trajectory, but we feel really encouraged to share some of that data in a shareholder letter that allow you to, I think, see some of the trends that we're actually seeing.

Yes. And then maybe to address your question as it relates to the guide down in Q4 in Varsity Tutors for Schools. I think it's important, one, to remember that as we leaned into Learning Memberships, that does expand and even the length of the J Curve. So I'd say that's a little bit less than half of the change that we see. And then Varsity Tutors for School accounting for just over half of the guide down. So over the last two quarters, we have talked about the change in focus for the institutional sales team towards larger school districts. Certainly, larger school districts require more constituent buying, which is elongating those contract periods. But what's important here is, unlike the B2B space where companies are pulling down third-party spending, government funding for schools has already been provided and the monies in the market. And schools are seeking out solutions just like ours to meet their student and teacher needs. So from our perspective, the delays are just that. They're timing delays. They're transitory. And our focus on new products will lend themselves to these district right sales is the right one for the long term.

Hi, thanks for taking my questions. Chuck, maybe first for you. Great to see some of the progress you're making on the Learning Memberships and the signs of higher LTVs there. When you talk about leaning more into that as we go into the fourth quarter and into early next year, can you talk about what that looks like in terms of how you continue to try to push that prioritization to sort of the existing learners that are on your platform? And does this come with sort of a discontinuation of the package altogether as we think about 2023? I would just love to know some of the moving parts there. Thanks.

Sure. Thanks, Ryan. Good question. So the way that we went about rolling this out was actually testing it audience by audience and seeing the extent to which Learning Memberships resonated with a given audience, like elementary school students or middle school or high school or college or some other sub-segments they are in. And as we proved out that it was actually resonating and it was converting with favorable economics, we then shifted a higher and higher proportion of the business to Learning Memberships. And every time we do that, there is a little bit of a kind of mini J Curve, so to speak, related to the fact that we need to train the consultative sales organization, we need to update collateral and other materials, we need to update all the content that we have available and make sure that it actually resonates with that given the audience. And so as we went further into the school year, it has each of the different waves of schools started, we saw that it was converting well. A lot of the customer economics that were now maturing look really favorable. And we just became excited about how these longer-duration contracts that lead to higher lifetime value relationships, how they can ultimately drive enhanced gross margins; they could drive better marketing efficiency. You saw a 400 bps improvement in sales and marketing efficiency in the first quarter, and we would expect for continued efficiency to pull through in the coming quarters. And then it could bring better forecasting visibility. And then lastly, that actually was going to allow for us to operate a more scalable and efficient business model that could pull through to our goals of getting – becoming adjusted EBITDA profitable this coming year, which we feel really good about. So as we got further into the school year, we increased the percentage of customers. 62% of consumers in the current quarter purchased a Learning Membership. And then in October, it's actually shifted up to about 75%. And we do think that there's a segment of the customer base where Learning Memberships, at least that's turned for isn't maybe the right model to introduce today. That includes test prep and professional where sometimes there's more short-term and acute needs that are limited in duration, relative to, say, a long-term contract. And so our expectation is we won't shift 100% of the business, but we'll shift, call it, 80-something percent of the business over the course of the coming quarters to Learning Memberships on the consumer side.

Yes. And maybe just to add one comment to that. On the consumer side, we would expect by the end of this calendar year that our monthly subscription revenue from Learning Memberships would exceed that of the package customers. And then maybe just look a little bit further beyond that. By the end of the first quarter, our monthly consumer revenue will be driving year-over-year growth with more attractive unit level economics and having exited the J Curve during this transition period.

Yes. I think one of the things that's interesting here is as the mix of Learning Membership as a percentage of total goes up, there's going to be an opportunity to simplify our sales process, our operating model and then rationalize some of the offerings in a way that drives a lot of operating leverage.

That's super helpful color. I appreciate it. And maybe just on that point of sort of running a more efficient operating model moving forward. I'm curious what you're seeing in terms of usage in terms of tutor usage on the membership product versus the package. And how – or what potential efficiencies you see there in terms of either how you scale – continue to scale the number of tutors on the platform or perhaps maybe optimize the number of tutors on the platform as we look out into next year? Thanks.

Good question. So one of the things that we started focusing on the middle of the quarter, and you'll see pull through to a greater extent in the coming quarter is we started focusing on onboarding fewer tutors and actually giving them more work. And one of the benefits of the Learning Membership from the expert side of the platform is that allows for a higher level of recurring income generation opportunities. So from the experts' perspective, they can actually count on meeting with the student every week for the entire school year, which is just more dependable, consistent than more transactional customer take. So the feedback from the expert side has been really positive, and we're going to focus on allocating more work to those active experts and then orienting the relationships towards these long-term customer engagements in a way that develops a positive customer relationship and also gives the experts themselves a higher level of consistency to that income stream. And so thus far, that's been really well received. We really started focusing on it in the middle of the quarter, and you'd expect to see it pull through in the coming quarters in terms of fewer experts going into the platform, but more work for each expert.

Excellent. Appreciate the color. Thanks again.

Thanks for the question.

Yes. Hi guys. A couple of questions. Maybe can you just give us a sense for the cost for some of the additional Learning Membership services you're offering, the three that you mentioned; I think Codeverse, Tutor Chat, Essay Review? And second, maybe just on the back on the institutional side. Is there an update on maybe total contracts, your total contract value? And wondering if there's any churn that you're seeing with the existing contracts as you move to larger school districts?

Yes, sure. I can maybe take the second one first. We noted in the shareholder letter that during the quarter, we booked $5.6 million of institutional contracts, so there were 21 new and 22 recurring contracts or renewals. Importantly, as we shifted towards this larger school district focus, we're seeing that the contract values have more than doubled in the third quarter versus the first half of the year, on the one hand. And in the renewal section, we're starting to see that those clients that have renewed have more than doubled their level of contract value with us. So positive signs on both sides, but as we mentioned those higher-value contracts and large school district deals do take a little more time. But those kind of metrics that I provide give us the optimism that it truly is just a time issue.

And then on your first question, so three new different – three new products that we're adding are Learning Memberships; so one is classes. We're offering 250 live classes per week that come as part of this all-inclusive model. We then have Tutor Chat, the chat-based tutoring offering that we originally built for Varsity Tutors for Schools that we're now incorporating into Learning Memberships. And then lastly, we have Essay Review, which is the on-demand essay editing tool that we also built for Varsity Tutors for Schools that we're again leveraging into Learning Memberships. So two good examples of how we can build once and then leverage a number of times, which is something we're pretty excited about. So these combined with Codeverse, we believe are going to be ways that we can generate value for customers throughout different kind of pathways in their learning journey. So whether it's summer and they may not have an acute tutoring need, there's an opportunity to engage in coding classes and leverage some of these other products that can drive higher levels of engagement and retention. So we don't expect for them to be on a marginal basis, expensive. If anything, they would more than pay for themselves through just higher levels of retention and repurchase rates at the end of contract terms. So we feel really, really good about the relationship between getting customers to engage more, and that leading to higher levels of retention and engagement over time. And that's something that we're going to continue to lean into. So it's something that we've seen historically in our package model and continuing to improve in our membership model, and we're pretty excited to include these three new products this quarter.

Yes. And the only thing I would add, Aaron, even with the introduction of these new products into the Learning Membership during the fourth quarter, we still expect that Learning Memberships, as compared to our historical package business, will yield accretive gross margins.

Great. Thank you.

Great. Thanks for taking my questions. First, sort of as you're in the process of transitioning to the membership model, and we see what seems to be sort of an active learner account reset this quarter, how are you thinking about your active learners sort of progressing from here? And can you talk about how your marketing message has evolved around your new membership product?

Yes, absolutely. So when you think about active learners, the thing that we need to keep in mind and we guided to this last quarter was that we would be including what were historically sold on a stand-alone basis, academic and enrichment classes within installed membership. So we anticipated that the learner accounts would go down. During the quarter, we did see that there was some flow-through from residual classes during the summer into the quarter that was offset by higher-than-anticipated uptake from a membership perspective as well as from our existing base, partially offset by reductions in the delays of implementation for Varsity Tutors for Schools. So net-net, active learner changes were largely in line with our expectations, probably a little bit higher given the strong demand we saw on the one-to-one side across both packages and memberships and then the flow-through that we saw related to class. When you think about Q4, we would anticipate that Active Learner accounts would be down about 10% on a year-over-year basis as we continue to have those classes pulled into Learning Memberships, and continue to roll those out to a great portion of our customer base.

The way we largely thought about this is the Learning Membership is most likely to resonate with a customer with a recurrent need state. So one of the things that we focused on is how really optimizing your study time across multiple subjects, multiple modalities can ultimately allow for a student to achieve educational outcomes, to an extent that just can't happen in a more transactional environment. And so one of the things that we've really focused on is the fact that we can support you across all these different need states and the fact that we have tutors in over 3,000 subjects that can help you on a recurrent basis, and then between tutoring classes and other modalities, we have really everything that you might need to achieve that kind of success. And so that more holistic messaging that's oriented towards a longer-term need state is something that's pulled through our marketing, and then we've lessened the focus on transactional and last-minute help.

Understood. Thank you very much.

Thanks Maria.

Thanks for the questions. Thanks for the charts on Page 11 of the letter, those are helpful. Just curious, is there anything in your view that could push out or delay the J Curve inflection and membership surpassing the package model roughly six months out as you've laid out? And then can you just talk a little bit about how the better-than-expected membership traction informs what you can develop from a product perspective over time? Thanks.

Sure. Thanks, Doug. Yes, so we feel really good about all the trends we're seeing thus far related to kind of customer uptake and then the LTV trends over time. One of the things that we reserve the right to do in the future is kind of innovate on the actual product and pricing, and we want to be a little bit flexible in that regard. So based on the current economics, we feel good about moving through the J Curve in that six-month period. But there's also different flavors this membership that we could create over time that might have different pricing and margin structures and ultimately call us for a slightly different kind of transition there. But we also think those are the sort of things that could dramatically expand TAM and allow for us to target completely different and net new customers. And so while we're focused right now on just nailing the execution related to our current implementation of our new memberships, there's the opportunity to innovate on top of this with different pricing and content included in other membership offerings in the future.

Yes. You see that a little bit in those cohort curves that you referenced in the shareholder letter. So from May to June, we introduced twice-a-week frequency, simple change, but drove substantial improvements in the steepness of the LTV curve. And then since then, you've seen a high level of consistency, but I would agree with Chuck that we do reserve the right to continue to test our way into this and bundle the solution in different ways to meet different audience and these states. But for now, I think we feel really good about the current execution.

Thank you. Hi guys. Congrats on the quarter. Two for me; the first is, I think we've seen a lot of – especially over the last couple of weeks in the media about the decline in kind of test scores call it, in the K-12 level. I guess have you seen this kind of light of fire under the admin to try and put new processes in place to address this issue? And how does that kind of coincide with, call it, the longer deal cycles you're seeing across institutions?

Thanks, Brett. And I think you're referencing the national report card and the NEAT scores, which was certainly headline news nationally, drove a lot of inbound interest and also, of course, as the citizen calls for a great concern in the sense that the test scores are actually worse than I think many people had thought nationwide related to students and kind of the amount of learning regression over the course of the last two years. So in terms of how that then impacts the business, I think it's kind of twofold. One, it's made schools feel a little bit more pressure to think about some of these solutions, and there's more kind of top-down evaluation of how schools are doing on a state line basis. And of course, many of these scores were given out state by state by state. And the news cycle certainly followed this. And so I think there's definitely a little bit more focus on solving this issue in the more near-term than might otherwise have been the case. But this is consistent with the trends that we've seen over the course of the last couple of years. And we feel good about our ability to partner with school districts and district administrators to really help students that clearly need a lot of help. So I'd say, consistent with what we've seen, it's positive in the sense that more attention on the skew problem's a good thing, but we expect that these problems would have been solved anyway, given some of the time lines involved over the course of the next 18 months and the acuity of the problem. And separately, certainly, the headline news drove inbound demand on the consumer side and made parents a little bit more conscious of learning loss and paid attention to the need to invest against building foundational skills of their kids. So I'd say it was a slight positive in that regard. But more than anything, it just reinforces the importance of what we're doing and the extent to which our products and services can really help students when they need help.

Got it. That's very helpful. Thank you. And maybe just one follow-up on the Learning Membership; can you talk about maybe demand from different cohorts, whether it's, call it, K-4 – 4 to 8, high school, or college and what you're seeing there? And I guess which kind of cohort's really outperforming the others?

Sure. Consistent with what I, I think I mentioned earlier, the more recurrent the need state is for a customer, the greater that Learning Memberships resonates with them. And so we're seeing that high school, middle school, elementary school are all areas where there's strong consistent demand, at the college level, within the groups of students that are looking for long-term help oriented around an academic class, the product resonates really well. There are certainly some customers that are looking for more short-term needs. And that's probably – it's resonating pretty well but not quite as well as in the high school audience, where all the classes tend to be an entire school year while in class. So we think that we can continue to adapt the products to meet the subsegment needs for each of these given audiences. And even in an area like say, foreign languages there's elementary school students learning it, there's people learning it in school formally. There's adult learners learning it for professional purposes, and there's an opportunity to take what is currently somewhat of a one-size-fits-all approach to foreign languages in a specific example and then start tailoring it to a greater and greater extent, depending on the need state of the underlying customers. So we think that's going to be a big, big vector of growth as we continue to refine the extent to which Learning Memberships can appeal to different subsegments of the audience. But by and large, it's resonating everywhere. And we feel really good about how we can continue to build from a strong foundation back-to-school to something much bigger in years to come.

Perfect. Understood. Thank you.

Thanks Brett.

Good afternoon and thanks much for taking my questions. Paid sessions was down 18% year-over-year. I understood the J Curve and everything else, but is there anything else to call out there that we should be thinking about? And then as we think about marketing, understood the greater efficiency and the goal of driving EBITDA by the end of 2023. But can you talk about, philosophically, what would it take for you guys to turn that back on or be more aggressive there? Or how are you thinking about just marketing spend overall as LTVs seem to be very positive? Thanks so much.

Yes, sure. I'll take maybe the first one. Chuck, take the marketing question. So on paid session, that is absolutely a reflection of the fact that historically, we sold academic and enrichment classes on a standalone basis, and we decided to consciously roll those into Learning Memberships to drive higher levels of customer perceived value, multi-format engagement and overall retention downstream. So the decline is what we would have expected as we move through the transition towards a greater proportion of our customers choosing Learning Memberships.

Yes. And those class customers that bought our classes accounted for about 30% of consumer customers in totality, but less than 10% of revenue. So one of the other changes that you should expect, other than just the fact that paid sessions goes down in the short term, is that we're able to drive operating efficiencies because we're actually servicing fewer but higher LTV customers and then focusing our resources on engaging them. So we feel really good about rolling the class model into Learning Memberships and the fact that it serves as a real value creator for our customers and also something that will drive long-term retention and engagement. And then on the marketing side, right now we're focused on driving profitable growth and efficiency, nailing execution on Learning Memberships and then our two new products on Varsity Tutors for Schools and the focus on larger school district contracts. But as we get into next year and as we see higher levels of data on retention and LTV, that would be where we start leaning into new and different marketing channels that can allow for us to grow TAM, in addition to continuing to iterate on different flavors of memberships that allow us to target different audiences and different price points. So we feel really good about the LTV trajectory. We feel good about the fact that caps relative to our package model for Learning Memberships are basically flat, but we think LTVs will be much higher, and that gross margins will be much higher as well. But we haven't been through an entire school year. So we're going to be prudent in that regard and monitor the cohort's performance closely, and as we see that data prove out, that will inform our marketing strategy next year. Thanks Andrew.

Great. Thanks for taking the question. I have a couple on multiple formats. In the shareholder letter, you mentioned that customers that engage in learning across multiple formats see better retention and higher LTV. Just curious if you could share the split of the formats currently? Is desktop the most popular one today? And is expectation that over time, it goes more towards tablets and mobile as well? And then secondly, are there any initiatives in place in terms of strategy that will push more customers to use these multiple formats over time?

Sure. And a good question. I realize that learning formats can be interpreted in a couple of different ways. So when we said learning formats, we were referring to tutoring versus classes versus self-study versus other forms of content like Codeverse. And so we were not referring to desktop versus mobile. So our platform is available on Android and iOS, the desktop. And people use it in a variety of different ways. But the big growth lever that we see is that when we can get people to interact in something other than the original modality that they're brought in on. So they came in on tutoring to the extent that we can get them to try out classes or try out an async product. That's where we see really high retention. I think the stat was in our package model historically, it almost doubled LTV if you could get somebody to use three different modalities of learning. And so one of the things that we're trying to do here, and I think we're already seeing this pull-through in our cohort results, when we're able to expose somebody to a new type of interaction, a new way to learn, a new thing to do, we get rewarded with higher levels of engagement and retention and repurchase rates. And so to the extent we're able to keep somebody engaged and give them more reasons to come back, it pulls through to a bunch of very, very positive unit-level economic benefits. And that's one of the things that we're focused on in Q4 with the introduction of Tutor Chat and Essay Review and Codeverse.

Great. Maybe just one on institutional, it seems like you're gaining better-than-expected retention and higher-value contracts. Is the expectation still to be roughly 10% of total revenue for the segment over time? Or has that gone higher? Thanks.

Yes. I would say over the fullness of time, we would actually expect it to be beyond 10%. We're still in the early innings of the business. It is just over a year old. We introduced three – two new products this year. They're resonating well. We expect to start selling them into a greater extent during the fourth quarter now that they're live and available. So that percentage will increase over time as we move forward. As it relates to 2022, it will be about 10% to 15% this year, partially and mostly impacted by those long-dated contracting time periods that we're seeing as we target larger school districts in the fourth quarter.

Yes. And so we feel really – I think one of the things you heard us share is that as we focus on larger school districts, we've actually gotten really, really good buy in and really high levels of engagement. And one of the things that we've seen is that because we're talking about district-wide sales that encompass all the students in the school district that then necessitates involving stakeholders of all sorts. And so it's turning out to be a longer sales cycle that's more complicated, but it's occurring as a result of school districts being interested in bundled solutions that span multiple years. And as a result, they are more complicated conversations, but we see it as a big positive. And so it's definitely a little lumpy, but over time still extremely bullish on the opportunity and expect that it will drive a lot of growth in the years to come.

Great. Thank you.

Our next question comes from Greg Gibas with Northland Securities. Your line is now open.

Very good afternoon Chuck and Jason. Thanks for taking the question. I guess first just to confirm, I think you said in the quarter 18% of revenue is generated by the Learning Membership model versus the traditional package. And were you expecting that to get to over 50% in Q4? And then secondly, what do you foresee being that gross margin difference between the two business models?

Yes. So we did say that revenue in the second quarter was 2% for Learning Memberships of total revenue. It was 18% in the third quarter, and then my comment earlier was that on a monthly basis, by the end of the year membership revenue would exceed package revenue on the consumer side, and that's exclusive of Varsity Tutors for Schools. So all that is intended to say that we are quickly mix shifting towards a higher proportion of recurring revenue from Learning Memberships. That does elongate and deepen the J Curve a little bit in the fourth quarter, hence the guide down relative to the prior expectations. We view that as a positive thing as we start 2023 with a higher membership base with recurring revenue. So continued progress, and we look forward to providing Q4 results in February.

Okay. Got it. And I guess just a quick follow-up. Do you anticipate maybe the institutional business growing potentially taking away from the consumer business at all or really no relationship there? We think it's totally incremental. And very often with these schools, their titling Title 1 students. So those living at or below the poverty line, so it tends to be a different demographic that receives the super majority of funding that the consumer side of the business, but it's a big market, right? It's – depending on the statistics, you look at a $15 billion-plus consumer market. And then on the institutional side, there's almost all of the $24 million for COVID learning loss while still remaining in maybe something percent of the market. So two big markets. We think they're distinct, but we are getting a lot of leveraging. The fact that we can build a lot of leverage multiple times across different audiences and we think that's something that's going to drive a lot of operating leverage next year.

Got it. Makes sense. Thank you.

This concludes today's conference call. Have a great evening.