Good afternoon. Thank you for joining today's Nerdy Inc. Q1 2024 Earnings Call. My name is Tamia, and I will be your moderator. All lines will be muted during the presentation, and there will be a chance for questions and answers at the end. I would now like to pass the conference over to your host, TJ Lynn, Associate General Counsel of Nerdy. You may proceed.

Good afternoon, and thank you for joining us for Nerdy's First Quarter 2024 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'll 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 change 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 first 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, TJ, and thank you to everyone for joining us today. In the first quarter, we executed against the three primary goals we laid out for the year, including scaling the winning product for every learner, expanding the number of learners we can impact by introducing freemium strategies across both our consumer and institutional offerings, and laying the foundation to deliver profitable growth for the full year. Our focus on delivering enhancements to the learning membership experience, which includes streamlining the onboarding experience, enhancing self-service tools that make it easier for customers to manage their tutoring relationships, and driving non-degree engagement is yielding positive results. Learning membership has continued to resonate with consumers during the spring semester, resulting in consumer learning membership subscription revenue of $39.9 million for the first quarter, increasing 34% year-over-year and representing 74% of total company revenue. We faced the first quarter with active members of 46,100 as of March 31, 2024, up 40% year-over-year and exceeding our guidance target of 45,500. Our institutional strategy is delivering results and allowing us to introduce our products to institutions at a larger scale than ever before. In the first quarter, we delivered record quarterly institutional revenue of $11.9 million, an increase of 39% year-over-year, representing 22% of total company revenue. Our team successfully enabled access to Varsity Tutors platform and an additional 1.2 million students, bringing the total to 2.2 million students at over 475 different school districts. For the full year, we set an ambitious target of enabling access to the Varsity Tutors for Schools platforms for 10 million students or approximately 20% of the K-12 population in the United States for this year. By providing a robust set of academic test prep and enrichment resources at no cost to our institutional partners, we aim to efficiently build trust and credibility at scale and lay the foundation to become the preferred online tutoring and live learning platform for school districts and the communities they serve. We believe that this can be a scalable way to introduce ourselves to the majority of students in the United States. The start of the year, we stated that by scaling our winning access-based subscription offerings in both consumer and institutional that we expected to deliver profitable growth and positive operating cash flow for the full year. During the first quarter, we continued to scale both learning memberships and our Varsity Tutors for Schools access-based subscription offerings, which resulted in adjusted EBITDA of positive $24,000, which was slightly above the top end of our guidance range, and positive operating cash flow of $4.4 billion. The convergence of subscription business models and active-based products across our consumer and institutional businesses is allowing us to unify the Varsity Tutors for Schools and consumer user experiences into one modern, intuitive, and personalized experience to better serve the needs of our customers and learners. We expect that these changes, which have required material time and organizational resources, will enable us in the future to more efficiently and easily sell into and service customers beyond K-12, just as we do in our consumer business across thousands of subjects spanning audiences such as college graduate school, professional, and more. Our focus on convergence will also allow us to simplify our business and focus the efforts of our team by allowing us to build once and leverage many times, and better leveraging product and consumer experience improvements across both consumer and institutional businesses, we believe we can increase the pace of execution that leads to higher levels of engagement with our product, and ultimately, improve growth and profitability. Moving to our consumer benefits, the focus on enhancing the learning membership experience, including streamlining the onboarding experience, improving self-service tools, and driving non-tutoring engagement is yielding positive results. This past school year, we introduced My Learning Hub as your personalized homepage to the membership experience, which aims to encourage achievement, reinforce personal accountability to learning, and improve the discoverability of learning formats and subjects. These changes drove a 64% year-over-year improvement in non-tutoring engagement among new customer cohorts during the first quarter. Based on our past experience, when customers engage more deeply with our product, it is highly predictive of stronger long-term retention and higher customer lifetime value. We also began to deliver improvements to our scheduling and invoicing systems. Two large projects started last fall that are oriented around overhauling our marketplace infrastructure. We expect those projects to drive material improvements to our tutoring customer experience and ultimately, drive retention improvements by enabling more recurring sessions and less user friction. During the first quarter, we continued to test additional product offering tiers and price points in an effort to identify a pricing model that can appeal to new learner types in different phases of their academic journey. These tests, which involve lower average revenue per month product, decreased ending ARPU in the quarter, but are providing our teams with multiple signals into consumer intent, preferences, and behavior. As I mentioned earlier, one of our goals this year is to expand the number of learners we can impact by introducing freemium strategies across both our consumer and institutional offerings. The initial consumer freemium version of our product offering meets multiple customer needs, ranging across study support, homework help, college admissions prep, and enrichment. It also serves as a natural on-ramp that allows us to introduce and upsell our live video-based, online one-to-one tutoring, which is our superpower to a far broader audience across multiple points in our learners' education journey. While we aim to have this experience broadly appeal to all of our audiences, we are testing with a subset of users in ACT and SAT prep given the increases in demand we're experiencing following colleges and universities announcing they will reinstate SAT and ACT scores as part of their admission criteria. These test prep subjects are both a great place to test offerings in an isolated way, again, is an area where our work here will support both premium learning membership customers as well as school districts interested in rolling out paid ACT and SAT tutoring programs. This is an example of our approach to convergence and the focus on building once and leveraging many times. Turning our attention to our institutional business, the Varsity Tutors for Schools platform now automatically comes with access to a range of powerful academic resources for an entire district with the ability to choose between three simple models for high-dosage tutoring: District Assigned, Teacher Assigned, and Parent Assigned. Institutional customers can now choose to administer tutoring through school leaders, through teachers, or through parents. The parent assigned offering allows schools to empower parents with learning memberships to oversee tutoring at home. Utilization of institutional high-dosage products, as well as access to the Varsity Tutors platform, provided to those tools reached an all-time high of 772,000 learning sessions, up 100% year-over-year, demonstrating product-market fit, as well as our ability to scale operations to meet the growing needs of our school district partners. In addition to high-dosage models that are typically focused on a subset of students within a district, access to the Varsity Tutors platform is provided for all students district-wide at no cost, enabling us to provide more value to these partners and their students and families. Free access to the Varsity Tutors platform includes 24/7 on-demand chat-based tutoring, on-demand essay review, hundreds of live group classes per week in enrichment, test prep, and academic support subjects, self-study tools, college and career readiness resources, adaptive assessments, recorded enrichment, and test prep classes, and more. By providing this robust set of academic resources at no cost, we aim to efficiently build trust and credibility at scale and lay the foundation to become the preferred tutoring platform for these schools as they look to implement high-dosage tutoring programs. The strategy could also allow us to introduce ourselves as a trusted brand to all K-12 students, which we believe can ultimately drive large downstream halo effects in our consumer business. This strategy is yielding early positive results. As one example of how we see this strategy taking hold, we recently engaged in conversations with a large suburban school district on the East Coast that learned about us as a result of our marketing efforts related to the free access. Initial discussions quickly shifted towards our paid subscriptions, and the school district purchased 1,000 parent-assigned learning memberships to support students who are not able to be physically in school consistently due to health, safety, or other issues. Concurrent to the rollout of the parent-assigned model, the district also enabled access to the Varsity Tutors platform for more than 75,000 students, providing them with the ability to join hundreds of live weekly enrichment, test prep, and academic support classes. Nearly 2,000 parents attended our first parent night to announce the availability of these powerful resources. That momentum led to preliminary discussions about a larger paid tutoring program in the upcoming school year focused on utilizing our district-assigned and teacher-assigned models on-site at school. Furthermore, the customer is seeking for us to enable parents of those 35,000 students to be able to purchase learning memberships directly from us as consumers and benefit from a discount, half belonging to them as a vetted partner of the school district. We successfully enabled access to the Varsity Tutors platform for an additional 1.2 million students, bringing the total to 2.2 million students at over 475 school districts. Our efforts to support this go-to-market strategy include a specific focus on platform scalability and building the premium upsell go-to-market motion of high-dosage tutoring sales to K-12 school districts as we build trust and credibility with each new no-cost access partner. In closing, a growing awareness that tutoring is the most effective way to accelerate learning by parents, educators, and policymakers represents a significant opportunity for our company to transform the way people learn through technology. By converging subscription business models and active-based products across consumer and institutional, we are simplifying our business and focusing our efforts. We expect these changes will allow us to innovate faster, lead to higher levels of customer engagement with our products and drive higher levels of growth and profitability over time. We appreciate your continued interest in our company. With that, I'll turn the call over to Jason to discuss the financials in more detail. Jason?

Thanks, Chuck, and good afternoon, everyone. As Chuck mentioned, in the first quarter, I'm happy to share with you that Nerdy made strong initial progress towards achieving the three primary goals we laid out for the year. In the first quarter, we delivered revenue of $53.7 million, results that represented 9% year-over-year growth. Revenue growth was driven by both our consumer and institutional businesses, which were up 3% and 39% year-over-year, respectively. Our learning membership model continues to lead to more attractive unit-level economics, broader customer appeal, longer duration and higher lifetime value customer relationships, higher gross margin, and a more scalable and efficient operating model relative to our old package model. Consumer learning membership subscription revenue of $39.9 million increased 34% year-over-year in the first quarter and represented 74% of total company revenue. New consumer customer acquisition remained healthy with growth of 19% year-over-year in the first quarter as learning memberships continue to resonate with learners. Active members of 46,100 as of March 31 were up 40% year-over-year and exceeded our guidance target of 45,500. ARPU of approximately $293 at the end of the first quarter resulted in an annualized run rate of approximately $162 million from learning memberships at quarter end, a 13% increase year-over-year. Our institutional business delivered record quarterly revenue of $11.9 million, an increase of 39% year-over-year and delivered bookings of $4.4 million. Bookings numbers reflect the focus on embedding the Varsity Tutors platform and hiring, ramping sales headcount, and service optimization for the back-to-school buying period and the longer-term opportunity within institutional. Moving down to our P&L. Gross profit of $36.5 million in the first quarter increased 8% year-over-year. Gross margin of 68% in the first quarter compared to a gross margin of 68.9% during the same period in 2023. The increase in gross profit was primarily driven by the continued scaling of our consumer and institutional businesses. The decrease in gross margin was primarily due to higher utilization of tutoring sessions across our new access-based products within our institutional business in a seasonally high period during the school year. Sales and marketing expenses for the quarter on a GAAP basis were $17.4 million, an increase of $1.8 million from $15.6 million in the same period last year. Non-GAAP sales and marketing expenses, excluding noncash stock-based compensation, were $16.9 million or 31% of revenue compared to $14.7 million or 30% of revenue in the same period last year. We continue to invest in the Varsity Tutors for Schools go-to-market organization by more than doubling the number of territories to drive a greater local presence, ensure close alignment to state initiatives, and capture the increased activity in the market, driven by growing awareness that tutoring is the most effective way to accelerate learning by educators. These impacts were partially offset by marketing efficiencies driven by the transition to learning memberships, which allows for a more efficient operating model in our consumer business. General and administrative expenses for the quarter on a GAAP basis were $32 million, an increase of $2.3 million from $29.7 million in the same period last year. Non-GAAP G&A excluding noncash stock-based compensation was $21.4 million or 40% of revenue compared to $19.5 million, which was also 40% of revenue in the same period last year. Included in G&A costs were product development costs of $10.6 million, an increase of $2.2 million from $8.4 million in the same period last year. Our investments in product development and our platform-oriented approach to growth have allowed us to launch and continuously improve our subscription products, including learning memberships for consumers and our district, teacher, parent-assigned, and platform access offerings for institutional customers. These subscriptions and access-based offerings simplify our operating model needed to support the organization, which allows us to maximize our investment in the live learning platform. We delivered non-GAAP adjusted EBITDA profitability of $24,000 in the first quarter, slightly above the top end of our guidance range of negative $3 million to breakeven. Non-GAAP adjusted EBITDA and non-GAAP adjusted EBITDA margin improvements relative to guidance were primarily driven by higher revenues and continued operating efficiency gains. During the first quarter, we also delivered positive operating cash flow of $4.4 million. With no debt and $77 million of cash on our balance sheet, we believe we have ample liquidity to fund the business and pursue growth initiatives. Turning to the business outlook. Today, we are introducing guidance for the second quarter of the year and reaffirming previously provided full-year revenue and adjusted EBITDA guidance. We expect year-over-year revenue growth will be driven by the continued growth of learning memberships in our consumer business, the corresponding increase in the number of learning membership subscribers coupled with LTV extension and higher institutional revenues as we continue to rapidly scale our Varsity Tutors for Schools. New learning member acquisition of customers joining the platform remains healthy, and a growing awareness that tutoring is the most effective way to accelerate learning by parents, educators, and policymakers, provides us with confidence in the demand for offerings in the year ahead. Second quarter revenue growth is impacted by legacy package revenue of $4.9 million in the comparable period last year that does not recur in 2024 due to the completion of our transition to subscription-based learning memberships in our consumer business. Once we reach the second half of the year, when package revenues are no longer included in the prior year comparable quarterly revenues, we expect growth to accelerate, consistent with the sequential quarterly acceleration we delivered in 2023. Second quarter and full-year non-GAAP adjusted EBITDA guidance reflects the continuing benefits from our recurring revenue products, which focus on long-term relationships with high-value customers and operating leverage stemming from the completion of our evolution to access-based subscription revenue business models, partially offset by investments in Varsity Tutors for Schools go-to-market organization and product development to drive continued innovation and support our continued growth. For the second quarter of 2024, we expect revenue in the range of $50 million to $52 million. For the full year, we are reaffirming previously provided guidance for revenue in the range of $232 million to $246 million, representing 24% growth at the midpoint versus our 2023 revenue of $193 million. For the second quarter of 2024, we expect non-GAAP adjusted EBITDA in the range of negative $4 million to negative $2 million. For the full year, we are reaffirming our expectation for non-GAAP adjusted EBITDA in the range of $5 million to $50 million, an improvement of over 500 basis points in non-GAAP adjusted EBITDA margin at the midpoint. We also expect to deliver positive operating cash flow in 2024. In closing, thank you again for your time and for your continued interest in our company. With that, I'll turn it over to the operator for Q&A.

Just to start with the convergence of both businesses into a more cohesive platform, can you just help us think about the timing and potential magnitude of conversions from premium and VTS into membership on the consumer side, especially just given 2.2 million students have access to VTS? But I guess, more broadly, how should we think about the interplay of member growth and ARPU growth in 2024, especially as you continue to test relative pricing?

Thanks, Bryan. Great question. So, we had a great quarter, and we're proud of the results in our first quarter and how they build for the rest of the year, some of the strategic objectives that we made good progress against. So, your question related to the freemium offering on both sides of the house, how that then relates back to convergence of bringing together our consumer and institutional products and then having a more unified experience. So, that's a good one. And I will say it is a journey where we expect to make sequential progress and already have made substantial progress over this past year. So, the first is we would expect to be able to build once and then leverage a number of times. A recent example is that we're advancing both ACT and SAT programs on our consumer business that over time will also be able to leverage elements in our institutional business. The opposite could be true as well. That's going to play out across over time, effectively all the different subjects that we can deliver on our live learning platform. So, there's roughly 3,000 different subjects that we actively track and that span elementary school, middle school, high school, college, graduate school, professional, and adult learners. And as we continue to make these experiences more seamless, it becomes easier and easier to start selling consumer offerings into the institutional segment. So, we're really excited about that, and then the extent to which we'll be able to get way more leverage out of our investments. We also, by having a unified experience, it's going to be the same experience you have, whether you're a learner who gets it as a consumer or a learner who has that experience through a school. And we think that there's really good continuity that comes from that type of relationship. We also are seeing that many school districts actually want to extend some sort of discount program to their families and the communities so that those families can then benefit from having a vetted provider and whatnot. So, there are countless examples where the continuity makes a lot of sense, and we would expect further to be really, really good interplay between the businesses over time.

Great. I just wanted to ask about your revenue trajectory through the year. So, it seems like given your Q2 guide, you expected a fairly healthy revenue ramp in the second half instead of understanding the legacy package revenue component there. But can you maybe just talk about your level of visibility into this trajectory and whether there is anything different from the seasonality standpoint that we should keep in mind?

Yes, Maria. Thanks for the question. This is Jason. I think what's important to remember is our business seasonally has a much larger back half with back-to-school. And a lot of the work that we're doing on the consumer side. So, I think the highest levels of engagement that we're seeing on the platform, the ability to increase conversion through learning memberships, and then our ability to retain customers from one school year to the next, at least builds the consumer side as we move throughout the year. And then when you think about the institutional side, we mentioned it on the call, during the first quarter, we more than doubled the number of territories and are working to increase the amount of account executives as well. In parallel, we're building out an inside sales team and go-to-market organization. So, the increased level of activity we're seeing in the market on the institutional side, the corresponding build, and the sales team give us increased confidence in the level of bookings that we'll see in the third quarter specifically as we move towards back-to-school, which impacts revenue in the fourth quarter, certainly.

Sure. So, we think it's highly strategic to be embedded in school districts and build trust and credibility with them. If anything, it's just a more effective way to get meetings, it's a more effective way to show value as those students within school districts actually use it. You build credibility and trust with those families as well, ultimately leading to a halo effect. And so, we're investing in our localized go-to-market sales effort that we think is particularly effective within large school districts as we reviewed our performance over the last year and tried to find some key learnings. We realized that our sales organization, when they were very local to a market, sold more than three times as much as when they were focused on, call it, a multistate region or some sort of broader area. So, we think that ultimately allows for us to sell substantially more high-dosage tutoring in a more effective way over time, and we're pretty excited about how that builds throughout the year. As it relates to platform access specifically, what's interesting is because the strategy is oriented around guaranteeing access, the conversations tend to be very holistic in nature, and we're able to have conversations that span multiple different use cases, including special education, summer programs, and high-dosage tutoring, of course. This is lending itself to more strategic and longer duration conversations than had been the case in the past. And there's certainly some cost associated with having a more localized sales team, but that's independent of just an overall more effective go-to-market strategy. We're actually able to bring all of our different resources to bear through our platform access offering and our zero marginal cost products.

I'll maybe start with the second question first. How is freemium within the institutional space helping drive awareness? Certainly, as Chuck mentioned in the last question, it's allowing us to open doors with school districts at a much faster pace. We're actively engaging in substantial dialogues at many of the larger school districts in the country to enable platform access given the value that we can provide students through that product. That is leading to subsequent paid conversations that we continue to feel good about, especially as we head into the back-to-school period. So, while it's early on the freemium platform access journey within the institutional space, I think the fact that we've signed up 2.2 million students already, which is about 5% of the entire U.S. student population, bodes well. With an ambitious target of 10 million to sign up throughout the full year, we're well on our way, and we feel really good about that.

On the consumer marketing side, we continue to see good conversion at the top of the funnel; the membership offering itself continues to be more compelling and we're getting better at highlighting the different features for different audiences that are likely to resonate and cause somebody to want to purchase. Over the course of the last several months, we've been able to improve engagement, which then historically pulls through to better retention. As we've shipped some of those product improvements and made certain elements, like classes and self-study tools, more intuitive and more engaging, we've seen a corresponding increase in engagement, which we feel good about how that ultimately ties to retention; which in turn drives lifetime value extension. So, that combination of more compelling offerings at the outset drives conversion and lower customer acquisition costs. Additionally, as we've improved those products and shifted certain elements, particularly recommendations and discoverability, we've seen that then pull through to higher levels of retention. We feel good about how that ultimately builds the LTV.

I've been on several calls, so I apologize if this has already been discussed, but I'm curious about the driving factors behind what seems to be a change in seasonality. While we still expect Q3 to be the weakest quarter, it appears that Q4 might be looking more promising. I'm wondering what insights you have regarding this change, as it seems that Q2 has underperformed compared to previous expectations.

Sure. Good question. So, there's a couple of different elements there. The first is on freemium mix shift where we leaned in a little more aggressively to some of the tests based on some positive signals that we were seeing and wanting to learn a little bit faster. That's something where I think we're pretty encouraged by some of the early trends. We recognize we continue to drive more and more engagement to make that kind of an escape velocity strategy, but we're going to be really conscious of mix and revenue impact heading into back-to-school, while ensuring that we have enough data to learn in the background. So, that's one element of the seasonality change and a choice to lean in there. The second is we had a couple of different product updates that probably shipped a little later in the quarter than we expected. Since they've shipped, we're pretty excited about the higher levels of engagement, which are better than expected. There has been acceleration in total usage and learning sessions on the platform, probably a little later than we had anticipated. The earlier you get the engagement, the better your retention will be. So, that then builds to improve engagement going forward, but maybe just a little later than we expected. The third element relates to just the booking pull-through from Q1 to Q2 revenue, again just focusing on the localized selling motion, getting more reps in cities that are very proximate to large school districts and other institutions that they'll cover. Lastly, we're leaning into our strategy around offering access to school districts. We think this is a winning strategy. We're oriented around becoming the de facto tutoring platform in the United States and getting embedded in all of these different school districts is a great way to establish long-term trust and credibility that ultimately builds to various commercial opportunities, and we're excited about how that sets us up for back-to-school in particular. So, the focus is really on shipping that product and getting ourselves embedded everywhere.

Great question. Maybe some of the early insights on the platform access from school district partners is one, first and foremost, it has high perceived and real value from our school districts partners. Many of them used to pay for similar products. With our platform access strategy, they're able to get those for free and provide them to all of their students, which has immense value to school district leaders. It's allowing us to open doors with school districts at a much faster pace. Utilization of free classes, self-study tools, and chat-based tutoring is driving higher levels of engagement with our platform in this space. We believe that as students engage with us in those products on a more regular basis, it will drive a halo effect across both the consumer and institutional offerings as we upsell students and school districts into paid offerings. So, early signals around our ability to transition institutional customers to paid offerings, attach platform access to all future deals, which is pulling forward contract closure timelines, and also allowing us to drive retention of legacy paid customers. So, net-net, we feel really good about the platform access strategy and its ability to build into the back-to-school period and well beyond that.

Got it. Appreciate the color, guys. And congrats on the strong results.

There are no further questions at this time. This concludes the Nerdy Inc. Q1 2024 Earnings Call. Thank you for your participation. You may now disconnect your lines.