Financial Data and Key Metrics Changes - The company reported revenue of $40.3 million for Q3 2023, representing a 27% year-over-year growth, exceeding guidance of $38 million to $40 million [8][20] - Gross profit increased to $29.2 million, a 33% year-over-year increase, with a record gross margin of 72.4%, up from 69.6% in the same period last year [29][99] - Non-GAAP adjusted EBITDA loss improved to $8.2 million, a $5.8 million improvement year-over-year, with adjusted EBITDA margin improvements across every P&L line item [109] Business Line Data and Key Metrics Changes - Consumer revenue was $34.5 million, up 19% year-over-year, representing 86% of total revenue [86] - The institutional business, Varsity Tutors for Schools, generated revenue of $5.6 million, a 133% year-over-year increase, with bookings of $10.6 million, up 89% year-over-year [28][106] - Learning Memberships revenue grew to $33.2 million, accounting for 82% of total company recognized revenue and 96% of consumer recognized revenue in Q3 [21] Market Data and Key Metrics Changes - New consumer customer growth exceeded 45% year-over-year in both August and September, indicating strong demand during the back-to-school period [13][22] - The company ended Q3 with approximately 39,500 active learning members, an increase of 8,500 or 27% during the quarter [21][102] - Non-tutoring engagement increased by 54% year-over-year for all clients and 68% for new members in their first month [103] Company Strategy and Development Direction - The company is focused on expanding its subscription-based offerings and enhancing product capabilities, particularly through AI-driven learning formats [11][30] - The introduction of new access-based subscription products aims to simplify operations and better serve institutional customers [17][94] - The strategy includes leveraging the learning membership model to improve customer lifetime value and retention [84][75] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the demand for tutoring services, citing the ongoing educational challenges and the effectiveness of tutoring in addressing learning loss [90] - The company anticipates continued revenue growth in Q4 2023, projecting revenue in the range of $54 million to $56 million, representing a 32% growth at the midpoint compared to Q4 2022 [25][110] - Management noted that the transition to learning memberships has led to improved unit economics and customer relationships [20][84] Other Important Information - The company ended the quarter with $84 million in cash and no debt, providing ample liquidity for growth initiatives [31] - The transition to learning memberships has resulted in a significant increase in customer lifetime value, with retention rates improving compared to the previous package model [73][74] Q&A Session Summary Question: What caused the slowdown in growth for learning memberships in Q4? - Management indicated that the slowdown is due to lower reactivation rates of paused memberships and fewer members upgrading to higher frequency levels, impacting average revenue per user [41][42] Question: How does the company plan to approach marketing spend in 2024? - Management noted that while they do not typically see higher customer adds in Q4, they are focused on optimizing marketing spend and improving product offerings to drive growth [46][67] Question: What trends are being observed in churn and renewals for the new subscription model? - Management reported significantly higher lifetime value and retention rates for the new membership model compared to the previous package model, indicating positive trends in renewals [73][75]

Table of Contents 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 September 30, 2023 OR 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 spe ...

Nerdy, Inc. (NYSE:NRDY) Q2 2023 Earnings Conference Call August 8, 2023 5:00 PM ET Company Participants TJ Lynn - Associate General Counsel Chuck Cohn - Founder, Chairman and Chief Executive Officer Jason Pello - Chief Financial Officer Conference Call Participants Bryan Smilek - JPMorgan Matt Shea - Needham Andrew Boone - JMP Securities Operator Good afternoon. Thank you for attending today's Nerdy, Inc. Second Quarter 2023 Earnings Call. My name is Bethany and I'll be the moderator for today's call. [Oper ...

Membership Growth - Active Members increased to 31,000 as of June 30, 2023, up from 20,200 a year earlier, reflecting strong demand for Learning Memberships[78] - The transition to Learning Memberships is expected to enhance customer retention and lifetime value, positioning the company for future growth[75] - The transition to Learning Memberships is expected to yield sequential year-over-year revenue growth each quarter as the Institutional business continues to scale[92] Financial Performance - Revenue for Q2 2023 was $48,839,000, a 16% increase from $42,186,000 in Q2 2022, driven by the adoption of Learning Memberships[82] - Gross profit for Q2 2023 was $34,099,000, representing a 19% increase compared to $28,755,000 in Q2 2022, with a gross margin of 70%[87] - The company reported a net loss of $(5,550,000) for Q2 2023, compared to a net income of $15,277,000 in Q2 2022, primarily due to changes in revenue recognition[82] Operational Efficiency - Operating loss for Q2 2023 was $(10,473,000), significantly reduced from $(22,007,000) in Q2 2022, indicating improved operational efficiency[82] - Sales and marketing expenses for Q2 2023 were $14,859,000, a decrease of 18% from $18,011,000 in Q2 2022, improving efficiency[90] - Total operating expenses decreased by 12% to $44,572,000 in Q2 2023 from $50,762,000 in Q2 2022, reflecting cost management efforts[89] Expert Engagement - Active Experts decreased by 17% year-over-year to 10,000 in Q2 2023, down from 12,100 in Q2 2022[80] Administrative Expenses - General and administrative expenses for Q2 2023 were $9,440 thousand, a decrease of $2,594 thousand or 11% year-over-year, representing 42% of revenue compared to 54% in Q2 2022, a 1,270 basis point improvement[93] - For the first half of 2023, general and administrative expenses were $19,651 thousand, down $2,199 thousand or 5% year-over-year, at 41% of revenue compared to 47% in the same period of 2022, a 652 basis point improvement[94] Cash Flow and Investments - Cash provided by operating activities for the first half of 2023 was $2,279 thousand, an improvement from cash used of $20,191 thousand in the prior year, attributed to higher revenues and efficiency gains[110] - Cash used in investing activities for the first half of 2023 was $2,049 thousand, primarily for internal use software and IT equipment development, compared to $2,714 thousand in the same period of 2022[111] - As of June 30, 2023, the company had cash and cash equivalents totaling $90,929 thousand, slightly up from $90,715 thousand at the end of 2022[104] Interest Income - Interest income for Q2 2023 was $783 thousand, up from $5 thousand in Q2 2022, and for the first half of 2023, it was $1,616 thousand, up from $12 thousand in the same period of 2022, driven by higher interest on cash balances[102] Non-Cash Adjustments - The company recognized a net gain of $(4,198) thousand for Q2 2023 related to non-cash mark-to-market adjustments on warrants and earnouts[96] - A hypothetical 10% adverse change in the price of public warrants as of June 30, 2023 would have increased the fair value of related liabilities by approximately $1,048 thousand[128] - Additional information regarding warrants and earnout contracts is available in Notes 10 within "Notes to Condensed Consolidated Financial Statements" in Part I, Item 1 of the report[129]

Nerdy, Inc. (NYSE:NRDY) Q1 2023 Earnings Conference Call May 9, 2023 5:00 PM ET Company Participants TJ Lynn - Associate General Counsel Chuck Cohn - Founder, Chairman and Chief Executive Officer Jason Pello - Chief Financial Office Conference Call Participants Ryan MacDonald - Needham & Company Bryan Smilek - JPMorgan Brett Knoblauch - Cantor Fitzgerald Eric Sheridan - Goldman Sachs Operator Good afternoon. Thank you for attending the Nerdy First Quarter 2023 Earnings Call. My name is Elisa, and I will b ...

Part I: Financial Information [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Nerdy Inc.'s unaudited condensed consolidated financial statements for Q1 2023, including operations, balance sheets, cash flows, and equity [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) Q1 2023 revenue grew 4.8% to **$49.2 million**, with operating loss narrowing to **$11.4 million** from reduced marketing Consolidated Statements of Operations Highlights (in thousands) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Revenue** | $49,180 | $46,925 | | **Gross Profit** | $33,890 | $32,773 | | **Operating Loss** | $(11,370) | $(20,682) | | **Net Loss Attributable to Class A Common Stockholders** | $(18,931) | $(16,845) | | **Loss per share (Basic and Diluted)** | $(0.21) | $(0.21) | - A significant contributor to the reduced operating loss was the decrease in Sales and Marketing expenses from **$22.9 million** in Q1 2022 to **$15.6 million** in Q1 2023[8](index=8&type=chunk) - The company recorded an unrealized loss on derivatives of **$21.7 million** in Q1 2023, nearly double the **$11.0 million** loss from Q1 2022, which significantly impacted the loss before income taxes[8](index=8&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) As of March 31, 2023, total assets were **$131.6 million**, cash **$96.5 million**, and liabilities **$71.2 million** from revaluation Balance Sheet Highlights (in thousands) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $96,520 | $90,715 | | **Total Assets** | $131,557 | $132,692 | | **Deferred revenue** | $22,254 | $25,539 | | **Total Liabilities** | $71,153 | $51,642 | | **Total Stockholders' Equity** | $60,404 | $81,050 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Q1 2023 generated **$6.8 million** in positive operating cash flow, a significant improvement from prior year Cash Flow Summary (in thousands) | Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Net Cash Provided By (Used In) Operating Activities** | $6,794 | $(931) | | **Net Cash Used In Investing Activities** | $(982) | $(1,264) | | **Net Cash Used In Financing Activities** | $0 | $(816) | | **Net Increase (Decrease) in Cash** | $5,805 | $(3,016) | - The positive operating cash flow was primarily driven by a net loss of **$32.3 million**, adjusted for non-cash items such as a **$21.7 million** unrealized loss on derivatives and **$11.0 million** in stock-based compensation[15](index=15&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Notes detail revenue breakdown, Institutional growth, derivative liabilities, and non-recognition of **$110.6 million** TRA liability Revenue by Business Category (in thousands) | Category | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Consumer** | $40,335 | $38,918 | | **Institutional** | $8,540 | $6,475 | | **Other** | $305 | $1,532 | | **Total Revenue** | $49,180 | $46,925 | - The fair value of derivative liabilities (non-employee Warrants and Earnouts) increased significantly from **$12.1 million** at year-end 2022 to **$33.7 million** as of March 31, 2023, leading to a **$21.7 million** unrealized loss[59](index=59&type=chunk)[60](index=60&type=chunk) - The company has not recognized a liability of **$110.6 million** under its Tax Receivable Agreement, concluding it was not probable that payments would be made based on estimates of future taxable income[67](index=67&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Learning Membership transition, 5% YoY revenue growth to **$49.2 million**, 1700 basis point sales and marketing efficiency, and **$6.8 million** positive cash flow - The company is making substantial progress in its transition from a 'Package' model to 'Learning Memberships' in its Consumer business, which is driving recurring revenue and lifetime value expansion[74](index=74&type=chunk)[80](index=80&type=chunk) - As of March 31, 2023, the company had **32,900** Active Members in its Learning Membership program[76](index=76&type=chunk) - Sales and marketing expenses as a percentage of revenue improved by approximately **1700 basis points** year-over-year, decreasing from **47%** to **30%** (excluding stock-based compensation)[87](index=87&type=chunk) - The company achieved positive cash flow from operations of **$6.8 million** for the quarter, a significant improvement from a **$0.9 million** use of cash in the prior year period[101](index=101&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risk stems from warrant and earnout contracts, with a 10% adverse change in public warrant price increasing liabilities by **$1.3 million** - The company is exposed to market price sensitivity from its outstanding warrant and earnout contracts issued to non-employees[119](index=119&type=chunk) - As of March 31, 2023, a hypothetical **10%** adverse change in the price of public warrants would increase the fair value of warrant liabilities by about **$1.3 million** A similar **10%** adverse change in the fair value of earnouts would increase their liability by about **$2.1 million**[119](index=119&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2023, with no significant changes to internal control - The CEO and CFO concluded that as of March 31, 2023, the company's disclosure controls and procedures were effective[121](index=121&type=chunk) - No significant changes were made to the company's internal control over financial reporting during the quarter ended March 31, 2023[123](index=123&type=chunk) Part II: Other Information [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) No material legal proceedings are reported for the three months ended March 31, 2023 - There are no environmental or other legal proceedings to disclose that are expected to result in monetary sanctions of **$1 million** or more[125](index=125&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the 2022 Annual Report on Form 10-K are reported - There have been no material changes to the risk factors previously disclosed in the 2022 Annual Report on Form 10-K[126](index=126&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) Exhibits filed with Form 10-Q include corporate governance documents, a consulting agreement, and CEO/CFO certifications - The exhibits filed include certifications from the CEO and CFO pursuant to the Sarbanes-Oxley Act of 2002[128](index=128&type=chunk)

Nerdy, Inc. (NYSE:NRDY) Q4 2022 Earnings Conference Call February 28, 2023 5:00 PM ET Company Participants Chuck Cohn - Founder, Chairman and Chief Executive Officer Jason Pello - Chief Financial Office Conference Call Participants Doug Anmuth - JPMorgan Matthew Shea - Needham Eric Sheridan - Goldman Sachs Brett Knoblauch - Cantor Fitzgerald Maria Ripps - Canaccord Mario Lu - Barclays Operator Good afternoon and welcome to Nerdy Inc. Q4 Earnings Call Annually. All lines have been placed on mute to prevent a ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 10-K _________________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-39595 _________________________________________ NERDY INC. (Exact na ...

Nerdy Inc. (NYSE:NRDY) Q3 2022 Earnings Conference Call November 14, 2022 5:00 PM ET Company Participants Molly Sorg ??? Head-Investor Relations Chuck Cohn ??? Founder, Chairman and Chief Executive Officer Jason Pello ??? Chief Financial Office Conference Call Participants Eric Sheridan ??? Goldman Sachs Ryan MacDonald ??? Needham Aaron Kessler ??? Raymond James Maria Ripps ??? Canaccord Doug Anmuth ??? JPMorgan Brett Knoblauch ??? Fitzgerald Andrew Boone ??? JMP Mario Lu ??? Barclays Greg Gibas ??? Northla ...

PART I FINANCIAL INFORMATION This section presents unaudited financial statements and management's discussion of financial condition and operations [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited).) This section presents Nerdy Inc.'s unaudited condensed consolidated financial statements and notes for Q3 and YTD 2022 [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) Nerdy Inc. reported Q3 2022 revenue of **$31.8 million**, with reduced operating loss and improved net loss per share Consolidated Statements of Operations (in thousands) | | Three Months Ended September 30, | Nine Months Ended September 30, | | :--- | :--- | :--- | | | **2022** | **2021** | **2022** | **2021** | | **Revenue** | $31,752 | $31,298 | $120,863 | $98,649 | | **Gross Profit** | $21,917 | $20,659 | $83,445 | $65,305 | | **Operating Loss** | $(27,687) | $(58,016) | $(70,376) | $(69,889) | | **Net Loss** | $(32,298) | $(57,719) | $(48,768) | $(63,781) | | **Net Loss Attributable to Class A Common Stockholders** | $(18,516) | $(21,275) | $(26,666) | $(21,275) | | **Basic and Diluted Loss per share** | $(0.21) | $(0.27) | $(0.32) | $(0.27) | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) As of September 30, 2022, total assets decreased to **$139.6 million**, primarily due to reduced cash and equivalents Consolidated Balance Sheet Highlights (in thousands) | | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $114,200 | $155,450 | | **Total Assets** | $139,619 | $177,145 | | **Total Current Liabilities** | $36,455 | $41,909 | | **Total Liabilities** | $55,702 | $81,340 | | **Total Stockholders' Equity** | $83,917 | $95,805 | - Cash and cash equivalents decreased from **$144.0 million** at the end of 2021 to **$106.4 million** as of **September 30, 2022**[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Net cash used in operating activities increased to **$33.5 million** for the nine months ended September 30, 2022 Cash Flow Summary (in thousands) | | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | **Net Cash Used In Operating Activities** | $(33,470) | $(19,949) | | **Net Cash Used In Investing Activities** | $(4,339) | $(3,769) | | **Net Cash (Used In) Provided By Financing Activities** | $(863) | $201,688 | | **Net (Decrease) Increase in Cash** | $(38,665) | $177,972 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) These notes detail accounting policies, including Reverse Recapitalization, revenue recognition, noncontrolling interests, and lease accounting - The financial statements are prepared following the **Reverse Recapitalization** that occurred on **September 20, 2021**, where Nerdy Inc. became the public holding company for Nerdy LLC[20](index=20&type=chunk)[21](index=21&type=chunk) Revenue by Business Category (in thousands) | | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | **Consumer** | $103,640 (86%) | $92,930 (94%) | | **Institutional** | $14,693 (12%) | $1,340 (1%) | | **Other** | $2,530 (2%) | $4,379 (5%) | | **Total Revenue** | $120,863 (100%) | $98,649 (100%) | - As of **September 30, 2022**, Legacy Nerdy Holders held a **42.6% economic interest** in Nerdy LLC, accounted for as a noncontrolling interest[42](index=42&type=chunk) - The company adopted the new lease accounting standard (ASC 842) on **January 1, 2022**, recognizing right-of-use assets of **$4.2 million** and lease liabilities of **$4.9 million**[41](index=41&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the strategic shift to a 'Learning Membership' model, key operating metrics, revenue, and liquidity [Overview](index=23&type=section&id=OVERVIEW) Nerdy operates a live online learning platform, shifting to a 'Learning Membership' model for recurring customer relationships - The company's mission is to transform learning through its proprietary technology platform that connects learners with experts for live online instruction[113](index=113&type=chunk) - A key strategic initiative is the launch and expansion of Learning Memberships, designed to move from a package model to a recurring, 'always on' relationship with learners, expected to improve customer lifetime value and expert retention[114](index=114&type=chunk)[115](index=115&type=chunk) [Key Financial and Operating Metrics](index=24&type=section&id=KEY%20FINANCIAL%20AND%20OPERATING%20METRICS) Key metrics reflect the strategic shift, with Active Learners growing while Sessions decreased due to the new membership model - The company notes that the decrease in Session growth rates is an expected result of shifting its go-to-market strategy to focus on **higher-value Learning Membership customers**[129](index=129&type=chunk)[131](index=131&type=chunk) Key Operating Metrics | Metric | Q3 2022 | Q3 2021 | % Change | YTD 2022 | YTD 2021 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Active Learners** | 53,214 | 51,572 | 3% | 104,231 | 99,287 | 5% | | **Revenue per Active Learner** | $597 | $607 | (2)% | $1,160 | $994 | 17% | | **Sessions (thousands)** | 371 | 451 | (18)% | 1,378 | 1,396 | (1)% | [Results of Operations](index=26&type=section&id=RESULTS%20OF%20OPERATIONS) Q3 2022 revenue grew 1% to **$31.8 million**, with improved gross margin and reduced operating expenses - Revenue growth was muted in the near-term due to the shift to the **Learning Membership model**, where revenue is recognized linearly over the contract term[141](index=141&type=chunk) - Gross margin improved to **69%** for the three and nine months ended **September 30, 2022**, up from **66%** in the prior year periods[148](index=148&type=chunk) - Sales and marketing expenses for **Q3 2022** decreased by **$2.6 million (14%)** YoY, reflecting moderated marketing spend and increased efficiency[151](index=151&type=chunk) - General and administrative expenses for **Q3 2022** decreased by **$26.5 million (44%)** YoY, primarily due to the absence of **$34.9 million** in stock-based compensation and **$7.2 million** in transaction costs related to the **2021 Reverse Recapitalization**[154](index=154&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of September 30, 2022, Nerdy held **$106.4 million** in cash, with **$33.5 million** used in operations, targeting profitability by 2023 - The company held cash and cash equivalents of **$106.4 million** as of **September 30, 2022**[166](index=166&type=chunk) - Net cash used in operating activities increased to **$33.5 million** for the nine months ended **September 30, 2022**, compared to **$19.9 million** in the prior year[170](index=170&type=chunk) - The company is using proceeds from the **Reverse Recapitalization** to fund operations and investments, and expects to achieve **profitability by the end of 2023**[166](index=166&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company's market risk primarily stems from the fair value sensitivity of its warrant and earnout liabilities - The company is exposed to market risk from changes in the fair value of its **warrant and earnout contracts**. As of **September 30, 2022**, a hypothetical **10% adverse change** in public warrant prices would increase related liabilities by about **$765 thousand**, and a similar change in earnout fair value would increase liabilities by about **$925 thousand**[192](index=192&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded disclosure controls were ineffective as of September 30, 2022, due to material weaknesses, and is implementing a remediation plan - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of **September 30, 2022**, due to **material weaknesses** in internal control over financial reporting[194](index=194&type=chunk) - **Material weaknesses** identified include an **ineffective control environment**, **insufficient personnel** with appropriate accounting knowledge, and deficiencies in **risk assessment and IT general controls**[197](index=197&type=chunk)[198](index=198&type=chunk) - The company is undergoing a **remediation plan**, which includes hiring key finance and IT personnel, implementing an internal audit function, and designing and implementing a formal suite of **internal controls, policies, and procedures**[201](index=201&type=chunk)[203](index=203&type=chunk) PART II OTHER INFORMATION This section covers legal proceedings, updated risk factors, and a list of exhibits filed with the Form 10-Q [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no material legal proceedings to disclose for the three months ended September 30, 2022 - There are **no environmental or other material legal proceedings** to disclose as of and for the three months ended **September 30, 2022**[202](index=202&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors.) This section updates risk factors, specifically highlighting risks associated with the new Learning Membership model's successful launch - A key risk factor is the success of the **new Learning Membership model**. The company warns that if it is not successful in launching and scaling this new business model, it may suffer **losses and adverse operational results**[205](index=205&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits.) This section lists exhibits filed with the Form 10-Q, including corporate governance documents and required CEO/CFO certifications - The exhibits filed with this report include **corporate governance documents** and required **CEO/CFO certifications** under the Sarbanes-Oxley Act[207](index=207&type=chunk)