false 0000105319 0000105319 2024-11-06 2024-11-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 6, 2024

 

 

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   001-16769   11-6040273
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

675 Avenue of the Americas, 6th Floor, New York, New York   10010
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, no par value   WW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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

 

 

 


Item 2.02.  Results of Operations and Financial Condition.

The information contained in Item 2.02 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 2.02 and 9.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On November 6, 2024, WW International, Inc. issued a press release announcing its financial results for its fiscal quarter ended September 28, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

  

Description

Exhibit 99.1    Press Release dated November 6, 2024.
Exhibit 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WW INTERNATIONAL, INC.
DATED: November 6, 2024     By:  

/s/ Heather Stark

    Name:   Heather Stark
    Title:   Chief Financial Officer

 

3

Exhibit 99.1

 

LOGO

For more information, contact:

Investors:

John Mills or Anna Kate Heller

WeightWatchers@icrinc.com

Media:

Kelsey Merkel

Communications@ww.com

WW International, Inc. Announces Third Quarter 2024 Results

 

   

End of Period Subscribers of 3.7 million

 

   

Revenues of $192.9 million

 

   

Gross margin of 67.1%; adjusted gross margin of 69.1%

 

   

Operating Loss of $39.0 million; adjusted operating income of $35.7 million

NEW YORK (November 6, 2024) – WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) today announced its results for the third quarter of fiscal 2024.

“For over six decades, WeightWatchers has been the trusted leader in weight management, offering a full spectrum of science-backed, proven weight management solutions. With our expanded clinical offering, iconic trusted brand, and global community of members, we are well-equipped to succeed in today’s rapidly evolving market,” said Tara Comonte, Interim CEO. “We do, however, have significant work to do to better unify our solutions and enhance our member experience. I am fully committed to leading our team through this next phase, as we seek to drive meaningful progress in these strategic priorities and return the Company to sustainable growth.”

“The execution of our cost reduction initiatives continues to yield results, including another quarter of record adjusted gross margin,” said Heather Stark, the Company’s CFO. “We remain on track to deliver on our 2024 adjusted operating income guidance and deliver on our overall cost savings targets. Our current actions are driving improved profitability and liquidity as we work to turn around the business.”


Q3 2024 Consolidated Results

 

     Three Months Ended            % Change
Adjusted for
Constant
Currency(1)
 
     September 28,     September 30,         
     2024     2023      % Change  

(in millions except percentages and per share amounts)

         

Subscription Revenues, net

   $ 191.2     $ 203.5        (6.0 %)      (6.4 %) 

Other Revenues, net(2)

     1.6       11.4        (85.6 %)      (85.7 %) 
  

 

 

   

 

 

      

Revenues, net

   $ 192.9     $ 214.9        (10.2 %)      (10.6 %) 

Gross Profit

   $ 129.5     $ 141.8        (8.6 %)      (9.1 %) 

Non-GAAP Adjustments(1)

         

Net Restructuring Charges(3)

     3.8       0.4       
  

 

 

   

 

 

      

Adjusted Gross Profit(1)

   $ 133.3     $ 142.2        (6.2 %)      (6.6 %) 

Operating (Loss) Income

   ($ 39.0   $ 30.6        100.0 %*      100.0 %* 

Non-GAAP Adjustments(1)

         

Franchise Rights Acquired Impairments

     57.0       —        

Net Restructuring Charges(3)

     13.8       6.0       

Former CEO Separation Expenses

     3.9       —        
  

 

 

   

 

 

      

Adjusted Operating Income(1)

   $ 35.7     $ 36.6        (2.5 %)      (4.2 %) 

Net (Loss) Income

   ($ 46.2   $ 43.7        100.0 %*      100.0 %* 

EPS

   ($ 0.58   $ 0.54        100.0 %*      100.0 %* 

Non-GAAP Adjustments(1)

         

Franchise Rights Acquired Impairments

     0.65       —        

Net Restructuring Charges(3)

     0.13       0.06       

Former CEO Separation Expenses

     0.04       —        
  

 

 

   

 

 

      

Adjusted EPS(1)

   $ 0.24     $ 0.60        (60.6 %)      (61.7 %) 

Total Paid Weeks

     48.6       52.5        (7.4 %)      N/A  

Digital(4) Paid Weeks

     40.4       42.8        (5.6 %)      N/A  

Workshops + Digital(5) Paid Weeks

     7.2       9.1        (21.2 %)      N/A  

Clinical(6) Paid Weeks

     1.0       0.5        91.3     N/A  

End of Period Subscribers(7)

     3.7       4.0        (8.8 %)      N/A  

Digital Subscribers

     3.0       3.3        (7.3 %)      N/A  

Workshops + Digital Subscribers

     0.5       0.7        (21.2 %)      N/A  

Clinical Subscribers

     0.1       0.0        71.5     N/A  

 

Note: Totals may not sum due to rounding.

 

*

Note: Percentage in excess of 100.0% and not meaningful

(1) 

See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.

(2)

“Other Revenues, net” (formerly known as “Product Sales and Other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues, net” included sales of consumer products.

(3) 

See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on the Company’s previously disclosed 2024, 2023, and 2022 restructuring plans, and the reversal of certain of the charges associated therewith.

(4) 

“Digital” refers to providing subscriptions to the Company’s digital product offerings.

(5) 

“Workshops + Digital” refers to providing subscriptions for unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings.

(6) 

“Clinical” refers to providing subscriptions to the Company’s clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence) combined with the Company’s digital subscription product offerings.

(7) 

“Subscribers” refers to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations.


Q3 2024 Business and Financial Highlights

 

   

End of Period Subscribers in Q3 2024 were down 8.8% versus the prior year period, driven by declines in the Digital and Workshops + Digital businesses reflecting year to date recruitment declines. Q3 2024 End of Period Clinical Subscribers of 78 thousand increased 71.5% versus the prior year period.

 

   

Total Paid Weeks in Q3 2024 were down 7.4% versus the prior year period driven by declines in the Digital and Workshops + Digital businesses. Total Paid Weeks benefited from growth in Clinical Paid Weeks.

 

   

Revenues in Q3 2024 were $192.9 million. On a constant currency basis, Q3 2024 revenues decreased 10.6% versus the prior year period.

 

   

Subscription Revenues in Q3 2024 were $191.2 million. On a constant currency basis, these revenues decreased 6.4% versus the prior year period primarily driven by lower recruitments and non-Clinical Incoming Subscribers. Additionally, Subscription Revenues were negatively impacted by the continued mix shift from the Workshops + Digital business to the Digital business and a higher mix of Digital Subscribers within their initial, lower-priced commitment periods. Subscription Revenues benefited from $19.1 million of Clinical Subscription Revenues, which increased 90.7% versus the prior year period.

 

   

Other Revenues in Q3 2024 were $1.6 million. On a constant currency basis, these revenues decreased 85.7% versus the prior year period driven by the discontinuation of the consumer products business at the end of fiscal 2023.

 

   

Gross Profit in Q3 2024 was $129.5 million, compared to $141.8 million in the prior year period. Adjusted gross profit, which excluded the net impact of $3.8 million of restructuring charges, was $133.3 million. Adjusted gross profit in Q3 2023, which excluded the net impact of $0.4 million of restructuring charges, was $142.2 million.

 

   

Gross Margin in Q3 2024 was 67.1%, as compared to 66.0% in the prior year period. Adjusted gross margin in Q3 2024 was 69.1%, up from an adjusted gross margin of 66.2% in the prior year period, driven primarily by actions to reduce the fixed cost base within our business and the discontinuation of our lower margin consumer products business at the end of fiscal 2023.

 

   

Non-Cash Intangible Impairment Charges: During Q3 2024, the Company recorded non-cash impairment charges of franchise rights acquired totaling $57.0 million. These impairments were primarily driven by an increase in the Company’s weighted average cost of capital reflecting market factors.


   

Operating Loss in Q3 2024 was $39.0 million, compared to operating income of $30.6 million in the prior year period. Adjusted operating income, which excluded $57.0 million of non-cash intangible impairment charges, the net impact of $13.8 million of restructuring charges, and $3.9 million of former CEO separation expenses, was $35.7 million. Adjusted operating income in Q3 2023, which excluded the net impact of $6.0 million of restructuring charges, was $36.6 million.

 

   

Income Tax Benefit in Q3 2024 was $27.3 million, which reflected the impact of an unusually high negative annual effective tax rate driven by a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2024 guidance. In the prior year period, income tax benefit was $38.4 million.

 

   

Net Loss in Q3 2024 was $46.2 million compared to net income of $43.7 million in the prior year period.

 

   

Diluted Net Loss per share in Q3 2024 was $0.58 compared to diluted earnings per share of $0.54 in the prior year period. Q3 2024 adjusted earnings per share, which excluded $0.65 of non-cash intangible impairment charges, $0.13 of net impact of restructuring charges, and $0.04 of former CEO separation expenses, was $0.24. In the prior year period, adjusted earnings per share, which excluded $0.06 of net impact of restructuring charges, was $0.60.

 

   

Additionally, certain other items affected year-over-year comparability:

 

   

In Q3 2024, $0.33 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2024 guidance.

 

   

In Q3 2023, $0.54 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2023 guidance.

Other Items

 

   

Cash balance as of September 28, 2024 was $57.2 million. On that same date, the Company had no outstanding borrowings under its revolving credit facility.

Full Year Fiscal 2024 Guidance

The Company is reiterating its following full year fiscal 2024 guidance:

 

   

Year end total subscribers of at least 3.1 million;

 

   

Revenue of at least $770.0 million; and

 

   

Excluding non-cash intangible impairment charges and the net impact of restructuring charges (both of which include Q3 2024 charges), and the Q3 2024 former CEO separation expenses,

 

   

Adjusted operating income of at least $100.0 million; and

 

   

Adjusted EBITDAS of at least $150.0 million.

Reflecting the Q3 2024 charges and expenses referred to above, the Company is updating its full year fiscal 2024 operating loss guidance to not exceed $240.4 million.


Third Quarter 2024 Conference Call and Webcast

The Company has scheduled a conference call today at 8:30 a.m. ET. During the conference call, Tara Comonte, Interim President and Chief Executive Officer, Heather Stark, Chief Financial Officer, and Donna Boyer, Chief Product Officer, will discuss the third quarter of fiscal 2024 results and answer questions from the investment community.

The live webcast of the conference call will be available on the Company’s corporate website, corporate.ww.com, under Events and Presentations. Supplemental investor materials will also be available in the same location prior to the start of the webcast. A replay of the webcast will be available on this site for approximately 90 days.

Statement regarding Non-GAAP Financial Measures

The following provides information regarding non-GAAP financial measures used in this earnings release and today’s scheduled conference call:

To supplement the Company’s consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross margin, operating (loss) income, operating (loss) income margin, diluted (net loss) earnings per share, and selling, general and administrative expenses are discussed both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect to (i) the third quarter of fiscal 2024 to exclude (x) the impact of impairment charges for the Company’s franchise rights acquired related to its United States and United Kingdom units of account, (y) the net impact of (a) charges associated with the Company’s previously disclosed 2024 restructuring plan (the “2024 plan”), (b) charges associated with the Company’s previously disclosed 2023 restructuring plan (the “2023 plan”) or the reversal of certain of the charges associated with the 2023 plan, as applicable and (c) the reversal of certain of the charges associated with the Company’s previously disclosed 2022 restructuring plan (the “2022 plan”), and (z) the impact of certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer (“CEO”); (ii) the first nine months of fiscal 2024 to exclude (x) the impact of impairment charges for the Company’s franchise rights acquired related to its United States, Australia, United Kingdom and New Zealand units of account, (y) the net impact of charges associated with the 2024 plan, the 2023 plan and the 2022 plan, and (z) the impact of certain non-recurring expenses in connection with the separation of the Company’s former CEO; (iii) the third quarter of fiscal 2023 to exclude the net impact of charges associated with the 2023 plan and the reversal of certain of the charges associated with the 2022 plan; and (iv) the first nine months of fiscal 2023 to exclude (x) the net impact of (a) charges associated with the 2023 plan, (b) charges associated with the 2022 plan or the reversal of certain of the charges associated with the 2022 plan, as applicable, (c) charges associated with the Company’s previously disclosed 2021 organizational restructuring plan (the “2021 plan”) or the reversal of certain of the charges associated with the 2021 plan, as applicable, and (d) the reversal of certain of the charges associated with the Company’s previously disclosed 2020 organizational restructuring plan (the “2020 plan”), and (y) the impact of certain non-recurring transaction costs in connection with the acquisition of Sequence. The Company generally refers to such non-GAAP measures as excluding or adjusting for the impact of franchise rights acquired impairments, the net impact of restructuring charges, the impact of acquisition transaction costs, and the impact of former CEO separation expenses, as applicable. The Company also presents in the attachments


to this release the non-GAAP financial measures: earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired and goodwill impairments, net restructuring charges, acquisition transaction costs and former CEO separation expenses (“Adjusted EBITDAS”); total debt less unamortized deferred financing costs, unamortized debt discount and cash on hand (i.e., net debt); and a net debt/Adjusted EBITDAS ratio. In addition, the Company presents certain of its financial results on a constant currency basis in addition to GAAP results. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. The Company calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates. A reconciliation of the forward-looking full year EBITDAS outlook to net income cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of the Company’s control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

Management believes these non-GAAP financial measures provide useful supplemental information for its and investors’ evaluation of the Company’s business performance and are useful for period-over-period comparisons of the performance of the Company’s business. While management believes that these non-GAAP financial measures are useful in evaluating the Company’s business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly titled measures reported by other companies. See “Reconciliation of Non-GAAP Financial Measures” attached to this release and reconciliations, if any, included elsewhere in this release for a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures.

About WW International, Inc.

WeightWatchers is a human-centric technology company powered by our proven, science-based, clinically effective weight loss and weight management programs. For six decades, we have inspired millions of people to adopt healthy habits for real life. We combine technology and community to help members reach and sustain their goals on our programs. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com. 

This news release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management and health and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company’s failure to continue to retain and grow its subscriber base; the Company’s ability to be a leader in the rapidly evolving and increasingly competitive clinical weight management and weight loss market; the Company’s ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to


appeal to the market, or its ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment; regulatory, reputational and other risks associated with the Company’s new compounded GLP-1 offering; the ability to successfully implement strategic initiatives; the Company’s ability to evolve its community offerings to meet the evolving tastes and preferences of its members; the effectiveness and efficiency of the Company’s advertising and marketing programs, including the strength of the Company’s social media presence; the impact on the Company’s reputation of actions taken by its franchisees, licensees, suppliers, affiliated provider entities, PCs’ healthcare professionals, and other partners, including as a result of its acquisition of Weekend Health, Inc., doing business as Sequence (“Sequence”) (the “Acquisition”); the recognition of asset impairment charges; the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate the Company’s workforce; the Company’s chief executive officer transition, and its ability to appoint a permanent chief executive officer with the required level of experience and expertise; the Company’s ability to successfully make acquisitions or enter into collaborations or joint ventures, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses, including with respect to Sequence; uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment, rising interest rates, the potential impact of political and social unrest and increased volatility in the credit and capital markets; the seasonal nature of the Company’s business; the Company’s failure to maintain effective internal control over financial reporting; the impact of events that impede accessing resources or discourage or impede people from gathering with others; the early termination by the Company of leases; the inability to renew certain of the Company’s licenses, or the inability to do so on terms that are favorable to the Company; the impact of the Company’s substantial amount of debt, debt service obligations and debt covenants, and its exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company’s debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company’s technology or systems; the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the Company’s ability to successfully integrate and use artificial intelligence in its business; the Company’s ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; risks and uncertainties associated with the Company’s international operations, including regulatory, economic, political, social, intellectual property, and foreign currency risks, which risks may be exacerbated as a result of war and terrorism; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations, including federal and state regulations relating to compounded medications; risks related to the Acquisition, including risks that the Acquisition may not achieve its intended results; risks related to the Company’s exposure to extensive and complex healthcare laws and regulations as a result of the Acquisition; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the United States Securities and Exchange Commission (the “SEC”) (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com). You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com).


WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AT

(IN THOUSANDS)

UNAUDITED

 

     September 28,
2024
    December 30,
2023
 

ASSETS

    

CURRENT ASSETS

    

Cash and cash equivalents

   $ 57,181     $ 109,366  

Receivables (net of allowances: September 28, 2024 - $2,399 and
December 30, 2023 - $1,041)

     12,615       14,938  

Prepaid income taxes

     11,240       25,370  

Prepaid marketing and advertising

     3,390       10,149  

Prepaid expenses and other current assets

     16,802       19,651  
  

 

 

   

 

 

 

TOTAL CURRENT ASSETS

     101,228       179,474  

Property and equipment, net

     16,901       19,741  

Operating lease assets

     45,312       52,272  

Franchise rights acquired

     71,184       386,526  

Goodwill

     242,754       243,441  

Other intangible assets, net

     49,319       63,208  

Deferred income taxes

     17,309       19,683  

Other noncurrent assets

     18,346       17,685  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 562,353     $ 982,030  
  

 

 

   

 

 

 

LIABILITIES AND TOTAL DEFICIT

    

CURRENT LIABILITIES

    

Portion of operating lease liabilities due within one year

   $ 8,976     $ 9,613  

Accounts payable

     16,739       18,507  

Salaries and wages payable

     62,253       79,096  

Accrued marketing and advertising

     11,519       18,215  

Accrued interest

     17,478       5,346  

Deferred acquisition payable

     15,055       16,500  

Other accrued liabilities

     19,307       22,610  

Income taxes payable

     6,705       1,609  

Deferred revenue

     31,425       33,966  
  

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

     189,457       205,462  

Long-term debt, net

     1,429,598       1,426,464  

Long-term operating lease liabilities

     46,925       53,461  

Deferred income taxes

     23,467       41,994  

Other

     1,626       15,743  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     1,691,073       1,743,124  

TOTAL DEFICIT

    

Common stock, $0 par value; 1,000,000 shares authorized; 130,048 shares issued at September 28, 2024 and 130,048 shares issued at December 30, 2023

     0       0  

Treasury stock, at cost, 50,314 shares at September 28, 2024 and 50,859 shares at December 30, 2023

     (3,039,309     (3,064,628

Retained earnings

     1,925,146       2,314,834  

Accumulated other comprehensive loss

     (14,557     (11,300
  

 

 

   

 

 

 

TOTAL DEFICIT

     (1,128,720     (761,094
  

 

 

   

 

 

 

TOTAL LIABILITIES AND TOTAL DEFICIT

   $ 562,353     $ 982,030  
  

 

 

   

 

 

 


WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED

 

     Three Months Ended  
     September 28,
2024
    September 30,
2023
 

Subscription revenues, net (1)

   $ 191,248     $ 203,496  

Other revenues, net (2)

     1,639       11,375  
  

 

 

   

 

 

 

Revenues, net

     192,887       214,871  
  

 

 

   

 

 

 

Cost of subscription revenues (3)

     63,329       67,080  

Cost of other revenues

     62       6,036  
  

 

 

   

 

 

 

Cost of revenues

     63,391       73,116  
  

 

 

   

 

 

 

Gross profit

     129,496       141,755  

Marketing expenses

     44,402       48,114  

Selling, general and administrative expenses

     67,094       63,034  

Franchise rights acquired impairments

     57,045       —   
  

 

 

   

 

 

 

Operating (loss) income

     (39,045     30,607  

Interest expense

     28,619       24,508  

Other expense, net

     5,870       815  
  

 

 

   

 

 

 

(Loss) income before income taxes

     (73,534     5,284  

Benefit from income taxes

     (27,342     (38,447
  

 

 

   

 

 

 

Net (loss) income

   $ (46,192   $ 43,731  
  

 

 

   

 

 

 

(Net loss) earnings per share

    

Basic

   $ (0.58   $ 0.55  
  

 

 

   

 

 

 

Diluted

   $ (0.58   $ 0.54  
  

 

 

   

 

 

 

Weighted average common shares outstanding

    

Basic

     79,732       78,979  
  

 

 

   

 

 

 

Diluted

     79,732       80,638  
  

 

 

   

 

 

 

 

Note: Totals may not sum due to rounding.

 

(1)

“Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings. 

(2) 

“Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products. 

(3) 

“Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company’s Digital, Workshops + Digital and Clinical services. 


WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED

 

     Nine Months Ended  
     September 28,
2024
    September 30,
2023
 

Subscription revenues, net (1)

   $ 595,260     $ 626,667  

Other revenues, net (2)

     6,248       56,927  
  

 

 

   

 

 

 

Revenues, net

     601,508       683,594  
  

 

 

   

 

 

 

Cost of subscription revenues (3)

     195,168       233,354  

Cost of other revenues

     1,750       45,794  
  

 

 

   

 

 

 

Cost of revenues

     196,918       279,148  
  

 

 

   

 

 

 

Gross profit

     404,590       404,446  

Marketing expenses

     188,260       187,468  

Selling, general and administrative expenses

     173,741       188,638  

Franchise rights acquired impairments

     315,033       —   
  

 

 

   

 

 

 

Operating (loss) income

     (272,444     28,340  

Interest expense

     81,923       71,429  

Other expense (income), net

     4,187       (36
  

 

 

   

 

 

 

Loss before income taxes

     (358,554     (43,053

Provision for (benefit from) income taxes

     12,270       (18,933
  

 

 

   

 

 

 

Net loss

   $ (370,824   $ (24,120
  

 

 

   

 

 

 

Net loss per share

    

Basic

   $ (4.67   $ (0.32
  

 

 

   

 

 

 

Diluted

   $ (4.67   $ (0.32
  

 

 

   

 

 

 

Weighted average common shares outstanding

    

Basic

     79,474       75,861  
  

 

 

   

 

 

 

Diluted

     79,474       75,861  
  

 

 

   

 

 

 

 

Note: Totals may not sum due to rounding.    

 

(1)

“Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings. 

(2) 

“Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products. 

(3) 

“Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company’s Digital, Workshops + Digital and Clinical services. 


WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

UNAUDITED

 

     Nine Months Ended  
     September 28,
2024
    September 30,
2023
 

Operating activities:

    

Net loss

   $ (370,824   $ (24,120

Adjustments to reconcile net loss to cash used for operating activities:

    

Depreciation and amortization

     29,103       39,805  

Amortization of deferred financing costs and debt discount

     3,763       3,763  

Impairment of franchise rights acquired

     315,033       —   

Impairment of intangible and long-lived assets

     297       197  

Share-based compensation expense

     7,059       12,838  

Deferred tax benefit

     (15,905     (7,449

Allowance for doubtful accounts

     12,296       407  

Reserve for inventory obsolescence

     75       1,897  

Foreign currency exchange rate loss (gain)

     1,902       (31

Changes in cash due to:

    

Receivables

     4,675       9,117  

Inventories

     97       9,009  

Prepaid expenses

     19,754       (27,301

Accounts payable

     (1,718     1,221  

Accrued liabilities

     (14,551     (17,010

Deferred revenue

     (2,745     309  

Other long term assets and liabilities, net

     (15,334     (2,701

Income taxes

     5,576       (1,104
  

 

 

   

 

 

 

Cash used for operating activities

     (21,447     (1,153
  

 

 

   

 

 

 

Investing activities:

    

Capital expenditures

     (598     (2,143

Capitalized software and website development expenditures

     (12,620     (26,190

Cash paid for acquisitions, net of cash acquired

     —        (38,362

Other items, net

     (5     (14
  

 

 

   

 

 

 

Cash used for investing activities

     (13,223     (66,709
  

 

 

   

 

 

 

Financing activities:

    

Taxes paid related to net share settlement of equity awards

     (631     (1,417

Proceeds from stock options exercised

     —        710  

Cash paid for acquisitions

     (16,500     (1,178

Other items, net

     (4     (43
  

 

 

   

 

 

 

Cash used for financing activities

     (17,135     (1,928
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (380     (1,038
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (52,185     (70,828

Cash and cash equivalents, beginning of period

     109,366       178,326  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 57,181     $ 107,498  
  

 

 

   

 

 

 


WW INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

(IN THOUSANDS, EXCEPT PERCENTAGES)

UNAUDITED

 

     Three Months Ended         
     September 28,
2024
     September 30,
2023
     Variance  

Paid Weeks (1)

        

Digital Paid Weeks

     40,397        42,810        (5.6 %) 

Workshops + Digital Paid Weeks

     7,202        9,133        (21.2 %) 

Clinical Paid Weeks

     1,022        534        91.3
  

 

 

    

 

 

    

 

 

 

Total Paid Weeks

     48,621        52,478        (7.4 %) 

End of Period Subscribers (2)

        

End of Period Digital Subscribers

     3,043        3,284        (7.3 %) 

End of Period Workshops + Digital Subscribers

     546        693        (21.2 %) 

End of Period Clinical Subscribers

     78        45        71.5
  

 

 

    

 

 

    

 

 

 

Total End of Period Subscribers

     3,667        4,022        (8.8 %) 

 

Note: Totals may not sum due to rounding.

 

(1) 

The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for combined Clinical and Digital offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks.

(2) 

The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of subscribers that have access to combined Clinical and Digital offerings; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

(IN THOUSANDS, EXCEPT PERCENTAGES)

UNAUDITED

 

     Nine Months Ended         
     September 28,
2024
     September 30,
2023
     Variance  

Paid Weeks (1)

        

Digital Paid Weeks

     124,695        126,858        (1.7 %) 

Workshops + Digital Paid Weeks

     23,308        29,039        (19.7 %) 

Clinical Paid Weeks

     3,144        889        253.6
  

 

 

    

 

 

    

 

 

 

Total Paid Weeks

     151,147        156,786        (3.6 %) 

End of Period Subscribers (2)

        

End of Period Digital Subscribers

     3,043        3,284        (7.3 %) 

End of Period Workshops + Digital Subscribers

     546        693        (21.2 %) 

End of Period Clinical Subscribers

     78        45        71.5
  

 

 

    

 

 

    

 

 

 

Total End of Period Subscribers

     3,667        4,022        (8.8 %) 

 

Note: Totals may not sum due to rounding.

 

(1) 

The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for combined Clinical and Digital offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks.

(2) 

The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of subscribers that have access to combined Clinical and Digital offerings; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS, EXCEPT PERCENTAGES)

UNAUDITED

 

                                Q3 2024 Variance  
     Q3 2024      Q3 2023      2024
vs
2023
    2024
Constant
Currency
vs
2023
 
     GAAP      Currency
Adjustment
    Constant
Currency
     GAAP  

Selected Financial Data

               

Total Revenues

   $ 192,887      $ (710   $ 192,177      $ 214,871        (10.2 %)      (10.6 %) 

Digital Subscription Revenues (1)

   $ 127,179      $ (571   $ 126,608      $ 140,889        (9.7 %)      (10.1 %) 

Workshops + Digital Subscription Revenues (2)

   $ 45,015      $ (121   $ 44,894      $ 52,618        (14.4 %)      (14.7 %) 

Clinical Subscription Revenues (3)

   $ 19,054      $ —      $ 19,054      $ 9,989        90.7     90.7

Subscription Revenues (4)

   $ 191,248      $ (693   $ 190,555      $ 203,496        (6.0 %)      (6.4 %) 

Other Revenues (5)

   $ 1,639      $ (17   $ 1,622      $ 11,375        (85.6 %)      (85.7 %) 

 

Note: Totals may not sum due to rounding.

 

(1) 

“Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings.

(2) 

“Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings.

(3) 

“Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings.

(4) 

“Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”.

(5) 

“Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS, EXCEPT PERCENTAGES)

UNAUDITED

 

                                YTD 2024 Variance  
     YTD 2024      YTD 2023      2024
vs
2023
    2024
Constant
Currency
vs
2023
 
     GAAP      Currency
Adjustment
    Constant
Currency
     GAAP  

Selected Financial Data

               

Total Revenues

   $ 601,508      $ (840   $ 600,668      $ 683,594        (12.0 %)      (12.1 %) 

Digital Subscription Revenues (1)

   $ 399,364      $ (614   $ 398,750      $ 437,613        (8.7 %)      (8.9 %) 

Workshops + Digital Subscription Revenues (2)

   $ 138,367      $ (206   $ 138,161      $ 171,473        (19.3 %)      (19.4 %) 

Clinical Subscription Revenues (3)

   $ 57,529      $ —      $ 57,529      $ 17,581        227.2     227.2

Subscription Revenues (4)

   $ 595,260      $ (820   $ 594,440      $ 626,667        (5.0 %)      (5.1 %) 

Other Revenues (5)

   $ 6,248      $ (20   $ 6,228      $ 56,927        (89.0 %)      (89.1 %) 

 

Note: Totals may not sum due to rounding.

 

(1) 

“Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings.

(2) 

“Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings.

(3) 

“Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings.

(4) 

“Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”.

(5) 

“Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)

UNAUDITED

 

                                                           Q3 2024 Variance  
                                                                       2024 Constant Currency  
     Q3 2024     Q3 2023     2024
vs
2023
    2024
Adjusted
vs
2023
Adjusted
    2024
vs
2023
    2024
Adjusted
vs
2023
Adjusted
 
     GAAP     Adjustment     Adjusted     Currency
Adjustment
    Constant
Currency
    Adjusted
Constant
Currency
    GAAP     Adjustment     Adjusted  

Selected Financial Data

                          

Gross Profit

   $ 129,496     $ 3,820  (1)    $ 133,316     $ (598   $ 128,898     $ 132,718     $ 141,755     $ 398  (11)    $ 142,153       (8.6 %)      (6.2 %)      (9.1 %)      (6.6 %) 

Gross Margin

     67.1       69.1       67.1     69.1     66.0       66.2        

Selling, General and Administrative Expenses

   $ 67,094     $ (13,844 (2)    $ 53,250     $ (63   $ 67,031     $ 53,186     $ 63,034     $ (5,577 ) (12)    $ 57,457       6.4     (7.3 %)      6.3     (7.4 %) 

Operating (Loss) Income

   $ (39,045   $ 74,709  (3)    $ 35,664     $ (457   $ (39,502   $ 35,033  (7)    $ 30,607     $ 5,975  (13)    $ 36,582       (227.6 %)      (2.5 %)      (229.1 %)      (4.2 %) 

Operating (Loss) Income Margin

     (20.2 %)        18.5       (20.6 %)      18.2     14.2       17.0        

Benefit from Income Taxes

   $ (27,342   $ 9,694  (4)    $ (17,648   $ (118   $ (27,460   $ (17,789 (8)    $ (38,447   $ 1,496  (14)    $ (36,951     (28.9 %)      (52.2 %)      (28.6 %)      (51.9 %) 

Net (Loss) Income

   $ (46,192   $ 65,015  (5)    $ 18,823     $ (339   $ (46,531   $ 18,333  (9)    $ 43,731     $ 4,479  (15)    $ 48,210       (205.6 %)      (61.0 %)      (206.4 %)      (62.0 %) 

Diluted (Net Loss) Earnings Per Share

   $ (0.58   $ 0.82  (6)    $ 0.24     $ (0.00   $ (0.58   $ 0.23  (10)    $ 0.54     $ 0.06  (16)    $ 0.60       (206.8 %)      (60.6 %)      (207.6 %)      (61.6 %) 

 

Note: Totals may not sum due to rounding.

 

(1) 

Excludes the net impact of $2,450 of charges associated with the Company’s previously disclosed 2024 restructuring plan and $1,370 of charges associated with the Company’s previously disclosed 2023 restructuring plan.

(2) 

Excludes the net impact of $12,362 of charges associated with the Company’s previously disclosed 2024 restructuring plan, the reversal of $2,119 of charges associated with the Company’s previously disclosed 2023 restructuring plan and the reversal of $257 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and the impact of $3,858 of former CEO separation expenses.

(3) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $54,295 and $2,750 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $2,450 of charges and $12,362 of charges associated with the Company’s previously disclosed 2024 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) $1,370 of charges and the reversal of $2,119 of charges associated with the Company’s previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (c) the reversal of $257 of charges associated with the Company’s previously disclosed 2022 restructuring plan recorded to selling, general and administrative expenses, and (iii) the impact of $3,858 of former CEO separation expenses recorded to selling, general and administrative expenses.

(4) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $4,593 and $688 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $3,700 of charges associated with the Company’s previously disclosed 2024 restructuring plan, (b) the reversal of $187 of charges associated with the Company’s previously disclosed 2023 restructuring plan and (c) the reversal of $64 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and (iii) the impact of $964 of former CEO separation expenses.

(5) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $49,702 and $2,062 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $11,112 of charges associated with the Company’s previously disclosed 2024 restructuring plan, (b) the reversal of $562 of charges associated with the Company’s previously disclosed 2023 restructuring plan and (c) the reversal of $193 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and (iii) the impact of $2,894 of former CEO separation expenses. 

(6) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $0.62 and $0.03 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $0.14 of charges associated with the Company’s previously disclosed 2024 restructuring plan, (b) the reversal of $0.01 of charges associated with the Company’s previously disclosed 2023 restructuring plan and (c) the reversal of $0.00 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and (iii) the impact of $0.04 of former CEO separation expenses.

(7) 

Includes $(174) of currency adjustment associated with the impairment charge of the Company’s franchise rights acquired of $2,750 related to its United Kingdom unit of account.

(8) 

Includes $(23) of currency adjustment associated with the impairment charge of the Company’s franchise rights acquired of $2,750 related to its United Kingdom unit of account.

(9) 

Includes $(151) of currency adjustment associated with the impairment charge of the Company’s franchise rights acquired of $2,750 related to its United Kingdom unit of account.

(10) 

Includes $(0.01) of currency adjustment associated with the impairment charge of the Company’s franchise rights acquired of $2,750 related to its United Kingdom unit of account.

(11) 

Excludes the net impact of $444 of charges associated with the Company’s previously disclosed 2023 restructuring plan and the reversal of $46 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

(12) 

Excludes the net impact of $5,743 of charges associated with the Company’s previously disclosed 2023 restructuring plan and the reversal of $166 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

(13) 

Excludes the net impact of (a) $444 of charges and $5,743 of charges associated with the Company’s previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (b) the reversal of $46 of charges and the reversal of $166 of charges associated with the Company’s previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively.

(14) 

Excludes the net impact of $1,549 of charges associated with the Company’s previously disclosed 2023 restructuring plan and the reversal of $53 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

(15) 

Excludes the net impact of $4,638 of charges associated with the Company’s previously disclosed 2023 restructuring plan and the reversal of $159 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

(16) 

Excludes the net impact of $0.06 of charges associated with the Company’s previously disclosed 2023 restructuring plan and the reversal of $0.00 of charges associated with the Company’s previously disclosed 2022 restructuring plan.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)

UNAUDITED

 

                                                           YTD 2024 Variance  
                                                                       2024 Constant Currency  
                                                                 2024
Adjusted
vs
2023
Adjusted
          2024
Adjusted
vs
2023
Adjusted
 
     YTD 2024     YTD 2023              
     GAAP     Adjustment     Adjusted     Currency
Adjustment
    Constant
Currency
    Adjusted
Constant
Currency
    GAAP     Adjustment     Adjusted     2024
vs
2023
    2024
vs
2023
 

Selected Financial Data

                          

Gross Profit

   $ 404,590     $ 6,173  (1)    $ 410,763     $ (668   $ 403,922     $ 410,095     $ 404,446     $ 19,675  (10)    $ 424,121       0.0     (3.1 %)      (0.1 %)      (3.3 %) 

Gross Margin

     67.3       68.3       67.2     68.3     59.2       62.0        

Selling, General and Administrative Expenses

   $ 173,741     $ (19,207 ) (2)    $ 154,534     $ (120   $ 173,621     $ 154,414     $ 188,638     $ (20,215 ) (11)    $ 168,423       (7.9 %)      (8.2 %)      (8.0 %)      (8.3 %) 

Operating (Loss) Income

   $ (272,444   $ 340,413  (3)    $ 67,969     $ (439   $ (272,883   $ 67,461 (7)    $ 28,340     $ 39,890  (12)    $ 68,230       (1,061.3 %)      (0.4 %)      (1,062.9 %)      (1.1 %) 

Operating (Loss) Income Margin

     (45.3 %)        11.3       (45.4 %)      11.2     4.1       10.0        

Provision for (Benefit from) Income Taxes

   $ 12,270     $ 28,127  (4)    $ 40,397     $ (111   $ 12,159     $ 40,280  (8)    $ (18,933   $ 8,904  (13)    $ (10,029     (164.8 %)      (502.8 %)      (164.2 %)      (501.6 %) 

Net Loss

   $ (370,824   $ 312,286  (5)    $ (58,538   $ (327   $ (371,151   $ (58,928 )(9)    $ (24,120   $ 30,986  (14)    $ 6,866       1,437.4     (952.5 %)      1,438.8     (958.2 %) 

Diluted Net Loss Per Share

   $ (4.67   $ 3.93  (6)    $ (0.74   $ (0.00   $ (4.67   $ (0.74   $ (0.32   $ 0.41  (15)    $ 0.09       1,367.5     (920.2 %)      1,368.8     (925.7 %) 

 

Note: Totals may not sum due to rounding.

 

(1) 

Excludes the net impact of $2,450 of charges associated with the Company’s previously disclosed 2024 restructuring plan, $3,697 of charges associated with the Company’s previously disclosed 2023 restructuring plan and $26 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

(2) 

Excludes the net impact of $12,362 of charges associated with the Company’s previously disclosed 2024 restructuring plan, $2,957 of charges associated with the Company’s previously disclosed 2023 restructuring plan and $30 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and the impact of $3,858 of former CEO separation expenses.

(3) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $305,726, $4,074, $2,905 and $2,328 related to its United States, Australia, United Kingdom and New Zealand units of account, respectively, (ii) the net impact of (a) $2,450 of charges and $12,362 of charges associated with the Company’s previously disclosed 2024 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) $3,697 of charges and $2,957 of charges associated with the Company’s previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (c) $26 of charges and $30 of charges associated with the Company’s previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (iii) the impact of $3,858 of former CEO separation expenses recorded to selling, general and administrative expenses.

(4) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $19,839, $1,222 and $726 related to its United States, Australia and United Kingdom units of account, respectively, (ii) the net impact of (a) $3,700 of charges associated with the Company’s previously disclosed 2024 restructuring plan, (b) $1,662 of charges associated with the Company’s previously disclosed 2023 restructuring plan and (c) $14 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and (iii) the impact of $964 of former CEO separation expenses.

(5) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $285,887, $2,852, $2,328 and $2,179 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively, (ii) the net impact of (a) $11,112 of charges associated with the Company’s previously disclosed 2024 restructuring plan, (b) $4,992 of charges associated with the Company’s previously disclosed 2023 restructuring plan and (c) $42 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and (iii) the impact of $2,894 of former CEO separation expenses.

(6) 

Excludes (i) the impact of impairment charges of the Company’s franchise rights acquired of $3.59, $0.04, $0.03 and $0.03 related to its United States, Australia, United Kingdom and New Zealand units of account, respectively, (ii) the net impact of (a) $0.14 of charges associated with the Company’s previously disclosed 2024 restructuring plan, (b) $0.06 of charges associated with the Company’s previously disclosed 2023 restructuring plan and (c) $0.00 of charges associated with the Company’s previously disclosed 2022 restructuring plan, and (iii) the impact of $0.04 of former CEO separation expenses.

(7) 

Includes $(69) of currency adjustment associated with the impairment charges of the Company’s franchise rights acquired of $4,074, $2,905 and $2,328 related to its Australia, United Kingdom and New Zealand units of account, respectively. 

(8) 

Includes $(6) of currency adjustment associated with the impairment charges of the Company’s franchise rights acquired of $4,074, $2,905 and $2,328 related to its Australia, United Kingdom and New Zealand units of account, respectively. 

(9) 

Includes $(63) of currency adjustment associated with the impairment charges of the Company’s franchise rights acquired of $4,074, $2,905 and $2,328 related to its Australia, United Kingdom and New Zealand units of account, respectively. 

(10) 

Excludes the net impact of $19,869 of charges associated with the Company’s previously disclosed 2023 restructuring plan, the reversal of $269 of charges associated with the Company’s previously disclosed 2022 restructuring plan, $96 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan and the reversal of $21 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan. 

(11) 

Excludes (i) the net impact of $10,734 of charges associated with the Company’s previously disclosed 2023 restructuring plan, $915 of charges associated with the Company’s previously disclosed 2022 restructuring plan and the reversal of $39 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan, and (ii) the impact of $8,605 of acquisition transaction costs. 

(12) 

Excludes (i) the net impact of (a) $19,869 of charges and $10,734 of charges associated with the Company’s previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) the reversal of $269 of charges and $915 of charges associated with the Company’s previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (c) $96 of charges and the reversal of $39 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (d) the reversal of $21 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues, and (ii) the impact of $8,605 of acquisition transaction costs recorded to selling, general and administrative expenses. 

(13) 

Excludes (i) the net impact of $7,663 of charges associated with the Company’s previously disclosed 2023 restructuring plan, $162 of charges associated with the Company’s previously disclosed 2022 restructuring plan, $14 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan and the reversal of $5 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan, and (ii) the impact of $1,070 of acquisition transaction costs. 

(14) 

Excludes (i) the net impact of $22,940 of charges associated with the Company’s previously disclosed 2023 restructuring plan, $484 of charges associated with the Company’s previously disclosed 2022 restructuring plan, $43 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan and the reversal of $16 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan, and (ii) the impact of $7,535 of acquisition transaction costs. 

(15) 

Excludes (i) the net impact of $0.30 of charges associated with the Company’s previously disclosed 2023 restructuring plan, $0.01 of charges associated with the Company’s previously disclosed 2022 restructuring plan, $0.00 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan and the reversal of $0.00 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan, and (ii) the impact of $0.10 of acquisition transaction costs. 


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS)

UNAUDITED

 

     Three Months Ended     Nine Months Ended  
     September 28,
2024
    September 30,
2023
    September 28,
2024
    September 30,
2023
 

Net (Loss) Income

   $ (46,192   $ 43,731     $ (370,824   $ (24,120

Interest

     28,619       24,508       81,923       71,429  

Taxes

     (27,342     (38,447     12,270       (18,933

Depreciation and Amortization

     9,155       13,428       29,103       35,633  

Stock-based Compensation

     824       3,225       5,966       8,956  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDAS

   $ (34,936   $ 46,445     $ (241,562   $ 72,965  

Franchise Rights Acquired Impairments

     57,045  (1)      —        315,033  (2)      —   

2024 Plan Restructuring Charges (3)

     14,812       —        14,812       —   

2023 Plan Restructuring Charges (4)

     (749     6,187       6,654       30,603  

2022 Plan Restructuring Charges (5)

     (257     (212     56       646  

2021 Plan Restructuring Charges (6)

     —        —        —        57  

2020 Plan Restructuring Charges (7)

     —        —        —        (21

Acquisition Transaction Costs (8)

     —        —        —        8,605  

Former CEO Separation Expenses (9)

     3,858       —        3,858       —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAS

   $ 39,773     $ 52,420     $ 98,851     $ 112,855  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

Note: Totals may not sum due to rounding.

 

(1) 

Impairment charges of the Company’s franchise rights acquired of $54,295 and $2,750 related to its United States and United Kingdom units of account, respectively.

(2) 

Impairment charges of the Company’s franchise rights acquired of $305,726, $4,074, $2,905 and $2,328 related to its United States, Australia, United Kingdom and New Zealand units of account, respectively.

(3) 

Charges associated with the Company’s previously disclosed 2024 restructuring plan.

(4) 

The reversal of charges or charges, as applicable, associated with the Company’s previously disclosed 2023 restructuring plan.

(5) 

The reversal of charges or charges, as applicable, associated with the Company’s previously disclosed 2022 restructuring plan.

(6) 

Charges associated with the Company’s previously disclosed 2021 organizational restructuring plan.

(7) 

The reversal of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan.

(8) 

Certain non-recurring transaction costs in connection with the Company’s acquisition of Sequence.

(9) 

Certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS, EXCEPT RATIOS)

UNAUDITED

 

     Q4 2023     Q1 2024     Q2 2024     Q3 2024     Trailing Twelve
Months
 

Net Debt to Adjusted EBITDAS

          

Net (Loss) Income

   $ (88,135   $ (347,902   $ 23,269     $ (46,192   $ (458,960

Interest

     24,464       24,727       28,577       28,619       106,387  

Taxes

     57,556       55,448       (15,835     (27,342     69,827  

Depreciation and Amortization

     10,007       10,403       9,545       9,155       39,110  

Stock-based Compensation

     2,346       2,402       2,740       824       8,312  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDAS

   $ 6,238     $ (254,922   $ 48,296     $ (34,936   $ (235,324
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Franchise Rights Acquired and Goodwill Impairments

     3,633  (1)      257,988  (2)      —        57,045 (3)      318,666  

2024 Plan Restructuring Charges (4)

     —        —        —        14,812       14,812  

2023 Plan Restructuring Charges (5)

     23,140       5,493       1,910       (749     29,794  

2022 Plan Restructuring Charges (6)

     489       244       69       (257     545  

Former CEO Separation Expenses (7)

     —        —        —        3,858       3,858  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAS

   $ 33,500     $ 8,803     $ 50,275     $ 39,773     $ 132,351  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Debt

           $ 1,429,598  

Less: Cash

             57,181  
          

 

 

 

Net Debt

           $ 1,372,417  
          

 

 

 

Total Debt to Net Loss

             (3.1) X  
          

 

 

 

Net Debt to Adjusted EBITDAS

             10.4 X  
          

 

 

 

 

Note: Totals may not sum due to rounding.

 

(1) 

Impairment charges of the Company’s goodwill of $2,383 and $1,203 related to its Republic of Ireland and Northern Ireland reporting units, respectively, and the impairment charge of the Company’s franchise rights acquired of $47 related to its Northern Ireland unit of account.

(2) 

Impairment charges of the Company’s franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively.

(3) 

Impairment charges of the Company’s franchise rights acquired of $54,295 and $2,750 related to its United States and United Kingdom units of account, respectively.

(4) 

Charges associated with the Company’s previously disclosed 2024 restructuring plan.

(5) 

Charges or the reversal of charges, as applicable, associated with the Company’s previously disclosed 2023 restructuring plan.

(6) 

Charges or the reversal of charges, as applicable, associated with the Company’s previously disclosed 2022 restructuring plan.

(7) 

Certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS)

UNAUDITED

 

     Three Months Ended     Nine Months Ended  
     September 28,
2024
    September 30,
2023
    September 28,
2024
    September 30,
2023
 

Adjusted Operating Income

   $ 35,664     $ 36,582     $ 67,969     $ 68,230  

Other (Expense) Income, net

     (5,870     (815     (4,187     36  

Depreciation and Amortization

     9,155       13,428       29,103       35,633  

Stock-based Compensation

     824       3,225       5,966       8,956  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAS

   $ 39,773     $ 52,420     $ 98,851     $ 112,855  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

Note: Totals may not sum due to rounding.


WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN MILLIONS)

UNAUDITED

     Full Year 2024
Operating Income Guidance Reconciliation

Operating Loss

   $(240.4)

Franchise Rights Acquired Impairments (1)

   $(315.0)

Net Restructuring Charges (2)

   $ (21.5)

Former CEO Separation Expenses (3)

   $  (3.9)
  

 

Adjusted Operating Income

   $ 100.0 
  

 

 

(1) 

Reflects the impairment charges of the Company’s franchise rights acquired related to its United States, Australia, United Kingdom and New Zealand units of account in the first nine months of fiscal 2024.

(2) 

Reflects the net restructuring charges incurred in the first nine months of fiscal 2024 related to the Company’s previously disclosed 2024 restructuring plan, 2023 restructuring plan and 2022 restructuring plan.

(3) 

Reflects certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer in the third quarter of fiscal 2024.

v3.24.3
Document and Entity Information
Nov. 06, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000105319
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name WW INTERNATIONAL, INC.
Entity Incorporation State Country Code VA
Entity File Number 001-16769
Entity Tax Identification Number 11-6040273
Entity Address, Address Line One 675 Avenue of the Americas
Entity Address, Address Line Two 6th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10010
City Area Code (212)
Local Phone Number 589-2700
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, no par value
Trading Symbol WW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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