• WW International, Inc. Announces Third Quarter 2023 Results

    ソース: Nasdaq GlobeNewswire / 02 11 2023 15:01:01   America/Chicago

    • End of Period Subscribers of 4.0 million
    • Revenues of $214.9 million
    • Gross margin of 66.0%; excluding the net impact of restructuring charges, adjusted gross margin of 66.2%
    • Operating Income of $30.6 million; excluding the net impact of restructuring charges, adjusted operating income of $36.6 million
    • Full Year Fiscal 2023 Guidance Update:
      • Revenues are expected to be at the low end of the previously provided range of $890.0 million to $910.0 million
      • Operating Income is now expected to be in the range of $31.0 million to $43.0 million; excluding the net impact of restructuring charges and acquisition transaction costs, adjusted operating income is still expected to be towards the high end of the previously provided range of $80.0 million to $85.0 million

    NEW YORK, Nov. 02, 2023 (GLOBE NEWSWIRE) -- WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) today announced its results for the third quarter of fiscal 2023.

    “We have successfully returned WeightWatchers to subscriber growth, with Q3 end of period subscribers up 6% year-over-year to 4.0 million. This is a significant achievement and a direct result of our work in reinvigorating our core product,” said Sima Sistani, the Company’s CEO. “Clinical subscribers ended the quarter at 45 thousand, up 23% from Q2. We are encouraged by the trends across our business and we expect to end the year with total subscribers slightly above 3.7 million, representing the best seasonal slope in the Company’s reporting history.”

    “We are executing well against our strategy and are on track for meeting, and in some cases exceeding, our 2023 objectives. As anticipated, the strategic decisions to promote long-term commitment plans and to wind down our low-margin consumer products business pressured revenues in the quarter. However, as demonstrated by our record gross margin, I am confident we are making the right decisions to return the business to profitable growth,” said Heather Stark, the Company’s CFO.

    Q3 2023 Consolidated Results

     % Change 
    Adjusted for
    Constant 
    Currency(1)
     Three Months Ended    
     September 30, October 1,    
     2023  2022 % Change 
    (in millions except percentages and per share amounts)

    		       
    Subscription Revenues, net$203.5 $220.7  (7.8%) (9.2%)
    Product Sales and Other, net 11.4  29.0  (60.7%) (61.0%)
    Revenues, net$214.9 $249.7  (14.0%) (15.3%)
    Gross Profit$141.8 $152.4  (7.0%) (8.7%)
    Non-GAAP Adjustments(1)       
    Net Restructuring Charges(2) 0.4  0.0     
    Adjusted Gross Profit(1)$142.2 $152.4  (6.7%) (8.5%)
    Operating Income (Loss)$30.6 ($254.5) 112.0% 111.4%
    Non-GAAP Adjustments(1)       
    Franchise Rights Acquired Impairments -  312.7     
    Net Restructuring Charges(2) 6.0  3.7     
    Adjusted Operating Income(1)$36.6 $61.9  (40.9%) (43.5%)
    Net Income (Loss)$43.7 ($206.0) 100.0%* 100.0%*
    EPS$0.54 ($2.93) 100.0%* 100.0%*


    Total Paid Weeks     		 52.5  51.9  1.0% N/A
    Digital(3) Paid Weeks 42.8  41.6  2.9% N/A
    Workshops + Digital(4) Paid Weeks 9.1  10.3  (11.6%) N/A
    Clinical(5) Paid Weeks 0.5  -  N/A N/A
    End of Period Subscribers(6) 4.0  3.8  6.0% N/A
    Digital Subscribers 3.3  3.0  7.8% N/A
    Workshops + Digital Subscribers 0.7  0.7  (7.3%) N/A
    Clinical Subscribers 0.0  -  N/A 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) See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on the Company’s previously disclosed 2023, 2022, and 2021 restructuring plans, and the reversal of certain of the charges associated therewith.
    (3) “Digital” refers to providing subscriptions to the Company’s digital product offerings, which formerly included Digital 360 (as applicable).
    (4) “Workshops + Digital” refers to providing unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings to commitment plan subscribers, including former Digital 360 members (as applicable). It also formerly included the provision of access to workshops for members who did not subscribe to commitment plans, which included the Company’s “pay-as-you-go” members.
    (5) “Clinical” refers to providing subscriptions to the Company’s clinical product offerings included in its Sequence program.
    (6) “Subscribers” refers to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations.
     

    Q3 2023 Business and Financial Highlights

    • End of Period Subscribers in Q3 2023 were up 6.0% versus the prior year period, driven by the Digital business and the inclusion of 45 thousand Clinical Subscribers. Q3 2023 End of Period Digital Subscribers increased 7.8% versus the prior year period. Q3 2023 End of Period Workshops + Digital Subscribers decreased 7.3% versus the prior year period.
    • Total Paid Weeks in Q3 2023 were up 1.0% versus the prior year period, driven by the Digital business in North America and the inclusion of 534 thousand Clinical Paid Weeks. Q3 2023 Digital Paid Weeks increased 2.9% versus the prior year period. Q3 2023 Workshops + Digital Paid Weeks decreased 11.6% versus the prior year period.
    • Revenues in Q3 2023 were $214.9 million. On a constant currency basis, Q3 2023 revenues decreased 15.3% versus the prior year period.
      • Subscription Revenues in Q3 2023 were $203.5 million. On a constant currency basis, these revenues decreased 9.2% versus the prior year period. Subscription Revenues included $10.0 million of Clinical Subscription Revenues.
      • Product Sales and Other in Q3 2023 were $11.4 million. On a constant currency basis, these revenues decreased 61.0% versus the prior year period driven by the continued wind down of the consumer products business.
    • Gross Profit in Q3 2023 was $141.8 million, compared to $152.4 million in the prior year period. Adjusted gross profit in Q3 2023, which excluded the net impact of $0.4 million of restructuring charges, was $142.2 million. Adjusted gross profit in Q3 2022, which excluded the net impact of $0.0 million of restructuring charges, was $152.4 million.
      • Gross Margin in Q3 2023 was 66.0%, as compared to 61.0% in the prior year period. Adjusted gross margin in Q3 2023 was 66.2%, up from an adjusted gross margin of 61.0% in the prior year period, primarily driven by actions to reduce the fixed cost base within the Workshops + Digital business and a revenue mix shift to the Company’s higher margin Digital business.
    • Operating Income in Q3 2023 was $30.6 million, compared to operating loss of $254.5 million in the prior year period. Adjusted operating income in Q3 2023, which excluded the net impact of $6.0 million of restructuring charges, was $36.6 million. Adjusted operating income in Q3 2022, which excluded the impact of non-cash intangible impairment charges totaling $312.7 million and the net impact of $3.7 million of restructuring charges, was $61.9 million.
    • Income Tax Benefit in Q3 2023 was $38.4 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 2023 guidance. In the prior year period, income tax was a benefit of $70.7 million.
    • Net Income in Q3 2023 was $43.7 million compared to net loss of $206.0 million in the prior year period.
    • Diluted earnings per share in Q3 2023 was $0.54 compared to diluted net loss per share of $2.93 in the prior year period.
      • Certain items affect year-over-year comparability.
        • Q3 2023 diluted earnings per share incorporated the net positive impact of $0.48 per diluted share in the aggregate due to the following items:
          • $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, mentioned above.
          • $0.06 per diluted share net negative impact of restructuring charges.
        • Q3 2022 diluted net loss per share incorporated the negative impact of $3.38 per diluted share in the aggregate due to the following items:
          • $3.34 per diluted share negative impact of non-cash intangible impairment charges for Franchise Rights Acquired.
          • $0.04 per diluted share net negative impact of restructuring charges.

    Other Items

    • Cash balance as of September 30, 2023 was $107.5 million. On that same date, the Company had no outstanding borrowings under its revolving credit facility.
    • 2023 Restructuring Plan: In connection with the previously announced 2023 restructuring plan, the Company recorded aggregate restructuring charges of $6.2 million in Q3 2023. The Company anticipates recording restructuring charges of up to $10.0 million in Q4 2023, increasing the Company’s estimated range for the 2023 restructuring plan to be between $47.0 million to $54.0 million.

    Full Year Fiscal 2023 Guidance

    The Company is updating its full year fiscal 2023 guidance:

    • Revenues are expected to be at the low end of the previously provided range of $890.0 million to $910.0 million.
    • Operating income is now expected to be in the range of $31.0 million to $43.0 million, compared to the previously provided range of $39.0 million to $51.0 million, due to increased anticipated restructuring charges. Adjusted operating income, which excludes the net impact of restructuring charges and acquisition transaction costs, is still expected to be towards the high end of the previously provided range of $80.0 million to $85.0 million.

    Third Quarter 2023 Conference Call and Webcast
    The Company has scheduled a conference call today at 4:30 p.m. ET. During the conference call, Sima Sistani, Chief Executive Officer, and Heather Stark, Chief Financial Officer, will discuss the third quarter of fiscal 2023 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, in the Investors section under Presentations and Events. 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 income (loss), operating income (loss) margin, 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 2023 to exclude the net impact of (a) charges associated with the Company's previously disclosed 2023 restructuring plan (the “2023 plan”) and (b) the reversal of certain of the charges associated with the Company's previously disclosed 2022 restructuring plan (the “2022 plan”); (ii) the first nine months of fiscal 2023 to exclude (a) the net impact of (w) charges associated with the 2023 plan, (x) charges associated with the 2022 plan or the reversal of certain of the charges associated with the 2022 plan, as applicable, (y) 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 (z) the reversal of certain of the charges associated with the Company's previously disclosed 2020 organizational restructuring plan (the “2020 plan”) and (b) the impact of certain non-recurring transaction costs in connection with the acquisition of Sequence (as defined below); (iii) the third quarter of fiscal 2022 to exclude (a) the impact of impairment charges for the Company's franchise rights acquired related to its United States, Canada and New Zealand units of account and (b) the net impact of (x) charges associated with the 2022 plan and (y) charges associated with the 2021 plan; and (iv) the first nine months of fiscal 2022 to exclude (a) the impact of impairment charges for the Company's franchise rights acquired related to its United States, Canada and New Zealand units of account and the impairment charge for the Company's goodwill related to its wholly-owned subsidiary Kurbo, Inc. (“Kurbo”) and (b) the net impact of (x) charges associated with the 2022 plan, (y) charges associated with the 2021 plan or the reversal of certain of the charges associated with the 2021 plan, as applicable, and (z) the reversal of certain of the charges associated with the 2020 plan. We generally refer to such non-GAAP measures as follows: (i) with respect to the adjustments for the third quarter of fiscal 2023, as excluding or adjusting for the net impact of restructuring charges; (ii) with respect to the adjustments for the first nine months of fiscal 2023, as excluding or adjusting for the net impact of restructuring charges and the impact of acquisition transaction costs; (iii) with respect to the adjustments for the third quarter of fiscal 2022, as excluding or adjusting for the impact of the franchise rights acquired impairments and the net impact of restructuring charges; and (iv) with respect to the adjustments for the first nine months of fiscal 2022, as excluding or adjusting for the impact of franchise rights acquired and goodwill impairments and the net impact of restructuring charges. 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, and certain non-recurring transaction costs in connection with the acquisition of Sequence (“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. Adjusted EBITDAS for the first quarter of fiscal 2023 as presented herein was recast to reflect certain non-recurring transaction costs in connection with the acquisition of Sequence. 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.

    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 should not 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 entitled 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 program. 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 program. 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.

    For more information, contact:
    Investors:
    Corey Kinger
    corey.kinger@ww.com

    Media:
    Kelsey Merkel
    kelsey.merkel@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: the impact of the COVID-19 pandemic on the Company's business and on the consumer environment and markets in which the Company operates; competition from other weight management 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 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; the ability to successfully implement strategic initiatives; the Company's ability to transform its Workshops + Digital business strategy to meet the evolving needs 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 and other partners, including as a result of its acquisition of Weekend Health, Inc., which is 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; 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 early termination by the Company of leases; uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment, the potential impact of political and social unrest and instability in the banking system as a result of several recent bank failures; the Company's ability to successfully make acquisitions or enter into joint ventures or collaborations, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses, including with respect to Sequence; the seasonal nature of the Company's principal business; the impact of events that discourage or impede people from gathering with others or impede accessing resources; the Company's failure to maintain effective internal control over financial reporting; 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 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; risks related to the Company's 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; the impact that the sale of substantial amounts of the Company's common stock by existing large shareholders, or the perception that such sales could occur, could have on the market price of the Company's common stock; 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 30, December 31, 
       2023   2022  
    ASSETS     
    CURRENT ASSETS     
    Cash and cash equivalents $107,498  $178,326  
    Receivables (net of allowances: September 30, 2023 - $1,435 and December 31, 2022 - $976)  19,178   24,273  
    Inventories  10,141   20,528  
    Prepaid income taxes  53,880   19,447  
    Prepaid expenses and other current assets  28,092   38,757  
    TOTAL CURRENT ASSETS  218,789   281,331  
    Property and equipment, net  22,608   28,229  
    Operating lease assets  55,414   75,696  
    Franchise rights acquired  386,168   386,745  
    Goodwill  244,927   155,998  
    Other intangible assets, net  66,532   63,306  
    Deferred income taxes  20,728   22,246  
    Other noncurrent assets  17,087   14,879  
    TOTAL ASSETS $1,032,253  $1,028,430  
    LIABILITIES AND TOTAL DEFICIT     
    CURRENT LIABILITIES     
    Portion of operating lease liabilities due within one year $9,804  $17,955  
    Accounts payable  19,732   18,890  
    Salaries and wages payable  61,794   72,577  
    Accrued marketing and advertising  13,645   17,927  
    Accrued interest  10,969   5,289  
    Other accrued liabilities  44,569   30,118  
    Income taxes payable  987   1,646  
    Deferred revenue  32,445   32,156  
    TOTAL CURRENT LIABILITIES  193,945   196,558  
    Long-term debt, net  1,425,419   1,422,284  
    Long-term operating lease liabilities  56,643   68,099  
    Deferred income taxes  15,932   25,084 (1)
    Other  15,481   2,185  
    TOTAL LIABILITIES  1,707,420   1,714,210 (1)
          
    TOTAL DEFICIT     
    Common stock, $0 par value; 1,000,000 shares authorized; 130,048 shares issued at September 30, 2023 and 122,052 shares issued at December 31, 2022  0   0  
    Treasury stock, at cost, 51,030 shares at September 30, 2023 and 51,496 shares at December 31, 2022  (3,073,196)  (3,097,304) 
    Retained earnings  2,409,997   2,416,994 (1)
    Accumulated other comprehensive loss  (11,968)  (5,470) 
    TOTAL DEFICIT  (675,167)  (685,780)(1)
    TOTAL LIABILITIES AND TOTAL DEFICIT $1,032,253  $1,028,430  
    ___     
    (1) Certain amounts have been revised at December 31, 2022 to correct immaterial errors related to certain tax matters, which will be more fully described in the Company's Form 10-Q filing for the fiscal quarter ended September 30, 2023.
     


    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
    UNAUDITED
           
           
        Three Months Ended
        September 30, October 1,
         2023   2022 
    Subscription revenues, net (1)  $203,496  $220,746 
    Product sales and other, net (2)   11,375   28,972 
     Revenues, net   214,871   249,718 
    Cost of subscription revenues (3)   67,080   73,541 
    Cost of product sales and other   6,036   23,826 
     Cost of revenues   73,116   97,367 
     Gross profit   141,755   152,351 
    Marketing expenses   48,114   35,696 
    Selling, general and administrative expenses   63,034   58,443 
    Franchise rights acquired impairments   —   312,741 
     Operating income (loss)   30,607   (254,529)
    Interest expense   24,508   20,912 
    Other expense, net   815   1,344 
     Income (loss) before income taxes   5,284   (276,785)
    Benefit from income taxes   (38,447)  (70,749)
     Net income (loss)  $43,731  $(206,036)
           
    Earnings (net loss) per share     
     Basic  $0.55  $(2.93)
     Diluted  $0.54  $(2.93)
           
    Weighted average common shares outstanding     
     Basic   78,979   70,383 
     Diluted   80,638   70,383 
           
    ___       
    Note: Totals may not sum due to rounding.     
    (1) Consists of net “Digital Subscription Revenues”, net “Workshops + Digital Fees” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, which formerly included Digital 360 (as applicable). “Workshops + Digital Fees” consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings.
    (2) Consists of sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and franchise fees with respect to commitment plans and royalties.
    (3) 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 30, October 1, 
         2023   2022  
    Subscription revenues, net (1)  $626,667  $718,122  
    Product sales and other, net (2)   56,927   98,810  
     Revenues, net   683,594   816,932  
    Cost of subscription revenues (3)   233,354   243,710  
    Cost of product sales and other   45,794   77,811  
     Cost of revenues   279,148   321,521  
     Gross profit   404,446   495,411  
    Marketing expenses   187,468   195,123  
    Selling, general and administrative expenses   188,638   193,320  
    Franchise rights acquired and goodwill impairments  —   339,161  
     Operating income (loss)   28,340   (232,193) 
    Interest expense   71,429   58,837  
    Other (income) expense, net   (36)  3,303  
     Loss before income taxes   (43,053)  (294,333) 
    Benefit from income taxes   (18,933)  (73,246)(4)
     Net loss  $(24,120) $(221,087)(4)
            
    Net loss per share      
     Basic  $(0.32) $(3.15)(4)
     Diluted  $(0.32) $(3.15)(4)
            
    Weighted average common shares outstanding      
     Basic   75,861   70,258  
     Diluted   75,861   70,258  
            
    ___        
    Note: Totals may not sum due to rounding.      
    (1) Consists of net “Digital Subscription Revenues”, net “Workshops + Digital Fees” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, which formerly included Digital 360 (as applicable). “Workshops + Digital Fees” consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings. 
    (2) Consists of sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and franchise fees with respect to commitment plans and royalties. 
    (3) Consists of cost of revenues and operating expenses for the Company's Digital, Workshops + Digital and Clinical services. 
    (4) Certain amounts have been revised for the nine months ended October 1, 2022 to correct immaterial errors related to certain tax matters, which will be more fully described in the Company's Form 10-Q filing for the fiscal quarter ended September 30, 2023. 
     


     WW INTERNATIONAL, INC. AND SUBSIDIARIES 
     CONSOLIDATED STATEMENTS OF CASH FLOWS 
     (IN THOUSANDS) 
     UNAUDITED 
           
           
       Nine Months Ended 
       September 30, October 1, 
        2023   2022  
    Operating activities:     
     Net loss $(24,120) $(221,087)(1)
     Adjustments to reconcile net loss to cash (used for) provided by operating activities:     
     Depreciation and amortization  39,805   33,371  
     Amortization of deferred financing costs and debt discount  3,763   3,763  
     Impairment of franchise rights acquired and goodwill  —   339,161  
     Impairment of intangible and long-lived assets  197   2,088  
     Share-based compensation expense  12,838   10,362  
     Deferred tax benefit  (7,449)  (107,879) 
     Allowance for doubtful accounts  407   54  
     Reserve for inventory obsolescence  1,897   4,712  
     Foreign currency exchange rate (gain) loss  (31)  3,562  
     Changes in cash due to:     
     Receivables  9,117   (9,760) 
     Inventories  9,009   (725) 
     Prepaid expenses  (27,301)  17,613  
     Accounts payable  1,221   (3,634) 
     Accrued liabilities  (17,010)  15,390  
     Deferred revenue  309   (3,576) 
     Other long term assets and liabilities, net  (2,701)  (4,662) 
     Income taxes  (1,104)  1,793 (1)
     Cash (used for) provided by operating activities  (1,153)  80,546  
    Investing activities:     
     Capital expenditures  (2,143)  (1,756) 
     Capitalized software expenditures  (26,190)  (27,584) 
     Cash paid for acquisitions, net of cash acquired  (38,362)  (4,350) 
     Other items, net  (14)  (29) 
     Cash used for investing activities  (66,709)  (33,719) 
    Financing activities:     
     Taxes paid related to net share settlement of equity awards  (1,417)  (1,938) 
     Proceeds from stock options exercised  710   —  
     Cash paid for acquisitions  (1,178)  (113) 
     Other items, net  (43)  (86) 
     Cash used for financing activities  (1,928)  (2,137) 
    Effect of exchange rate changes on cash and cash equivalents  (1,038)  (10,193) 
    Net (decrease) increase in cash and cash equivalents  (70,828)  34,497  
    Cash and cash equivalents, beginning of period  178,326   153,794  
    Cash and cash equivalents, end of period $107,498  $188,291  
           
    ___       
    (1) Certain amounts have been revised for the nine months ended October 1, 2022 to correct immaterial errors related to certain tax matters, which will be more fully described in the Company's Form 10-Q filing for the fiscal quarter ended September 30, 2023.
     



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    OPERATIONAL STATISTICS
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
            
            
       Three Months Ended  
       September 30, October 1, Variance
       2023 2022 
            
    Digital Paid Weeks (1)     
    North America27,605 26,274 5.1%
    International15,205 15,325 (0.8%)
    Total Digital Paid Weeks42,810 41,599 2.9%
            
    Workshops + Digital Paid Weeks (1)     
    North America6,882 7,753 (11.2%)
    International2,251 2,581 (12.8%)
    Total Workshops + Digital Paid Weeks9,133 10,334 (11.6%)
            
    Clinical Paid Weeks (1)     
    North America534 — N/A
    International— — —
    Total Clinical Paid Weeks534 — N/A
            
    Total Paid Weeks (1)     
    North America35,021 34,028 2.9%
    International17,457 17,905 (2.5%)
    Total Paid Weeks52,478 51,933 1.0%
            
    End of Period Digital Subscribers (2)     
    North America2,112 1,908 10.7%
    International1,172 1,138 3.0%
    Total End of Period Digital Subscribers3,284 3,046 7.8%
            
    End of Period Workshops + Digital Subscribers (2)     
    North America518 555 (6.7%)
    International175 192 (9.2%)
    Total End of Period Workshops + Digital Subscribers693 748 (7.3%)
            
    End of Period Clinical Subscribers (2)     
    North America45 — N/A
    International— — —
    Total End of Period Clinical Subscribers45 — N/A
            
    Total End of Period Subscribers (2)     
    North America2,676 2,464 8.6%
    International1,346 1,330 1.2%
    Total End of Period Subscribers4,022 3,794 6.0%
            
    ___        
    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 subscription products, which formerly included Digital 360 (as applicable); (ii) “Workshops + Digital Paid Weeks” is the sum of total paid commitment plan weeks which include workshops and digital offerings and formerly included total “pay-as-you-go” weeks; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for the Company’s Clinical subscription products; 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, including former Digital 360 (as applicable), subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of commitment plan subscribers that have access to combined workshops and digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; 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 30, October 1, Variance
      2023 2022 
           
    Digital Paid Weeks (1)     
    North America81,392 87,743 (7.2%)
    International45,465 50,312 (9.6%)
    Total Digital Paid Weeks126,858 138,055 (8.1%)
           
    Workshops + Digital Paid Weeks (1)     
    North America21,914 22,724 (3.6%)
    International7,126 7,547 (5.6%)
    Total Workshops + Digital Paid Weeks29,039 30,271 (4.1%)
           
    Clinical Paid Weeks (1)     
    North America889 — N/A
    International— — —
    Total Clinical Paid Weeks889 — N/A
           
    Total Paid Weeks (1)     
    North America104,195 110,466 (5.7%)
    International52,591 57,860 (9.1%)
    Total Paid Weeks156,786 168,326 (6.9%)
           
    End of Period Digital Subscribers (2)     
    North America2,112 1,908 10.7%
    International1,172 1,138 3.0%
    Total End of Period Digital Subscribers3,284 3,046 7.8%
           
    End of Period Workshops + Digital Subscribers (2)     
    North America518 555 (6.7%)
    International175 192 (9.2%)
    Total End of Period Workshops + Digital Subscribers693 748 (7.3%)
           
    End of Period Clinical Subscribers (2)     
    North America45 — N/A
    International— — —
    Total End of Period Clinical Subscribers45 — N/A
           
    Total End of Period Subscribers (2)     
    North America2,676 2,464 8.6%
    International1,346 1,330 1.2%
    Total End of Period Subscribers4,022 3,794 6.0%
           
    ___       
    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 subscription products, which formerly included Digital 360 (as applicable); (ii) “Workshops + Digital Paid Weeks” is the sum of total paid commitment plan weeks which include workshops and digital offerings and formerly included total “pay-as-you-go” weeks; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for the Company’s Clinical subscription products; 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, including former Digital 360 (as applicable), subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of commitment plan subscribers that have access to combined workshops and digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; 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 2023 Variance
                   2023 
               Constant
         Q3 2023 Q3 2022 2023  Currency
           Currency Constant   vs vs
         GAAP Adjustment Currency GAAP 2022   2022
                    
    Selected Financial Data           
    Consolidated Company Revenues$214,871 $(3,246) $211,625 $249,718 (14.0%) (15.3%)
    Consolidated Digital Subscription Revenues (1)$140,889 $(2,671) $138,218 $155,881 (9.6%) (11.3%)
    Consolidated Workshops + Digital Fees (2)$52,618 $(491) $52,127 $64,865 (18.9%) (19.6%)
    Consolidated Clinical Subscription Revenues (3)$9,989 $—  $9,989 $— N/A N/A
    Consolidated Subscription Revenues (4)$203,496 $(3,161) $200,335 $220,746 (7.8%) (9.2%)
    Consolidated Product Sales and Other (5)$11,375 $(85) $11,290 $28,972 (60.7%) (61.0%)
                    
    North America           
    Digital Subscription Revenues (1)$92,437 $151  $92,588 $102,735 (10.0%) (9.9%)
    Workshops + Digital Fees (2)$42,867 $54  $42,921 $52,113 (17.7%) (17.6%)
    Clinical Subscription Revenues (3)$9,989 $—  $9,989 $— N/A N/A
    Subscription Revenues (4)$145,293 $205  $145,498 $154,848 (6.2%) (6.0%)
    Product Sales and Other (5)$9,394 $5  $9,399 $21,621 (56.6%) (56.5%)
    Total Revenues$154,687 $210  $154,897 $176,469 (12.3%) (12.2%)
                    
    International           
    Digital Subscription Revenues (1)$48,452 $(2,821) $45,631 $53,146 (8.8%) (14.1%)
    Workshops + Digital Fees (2)$9,751 $(545) $9,206 $12,752 (23.5%) (27.8%)
    Clinical Subscription Revenues (3)$— $—  $— $— N/A N/A
    Subscription Revenues (4)$58,203 $(3,366) $54,837 $65,898 (11.7%) (16.8%)
    Product Sales and Other (5)$1,981 $(90) $1,891 $7,351 (73.1%) (74.3%)
    Total Revenues$60,184 $(3,456) $56,728 $73,249 (17.8%) (22.6%)
                    
    ___                
    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, which formerly included Digital 360 (as applicable).
    (2) “Workshops + Digital Fees” consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops.
    (3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings.
    (4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Fees” plus “Clinical Subscription Revenues”.
    (5) “Product Sales and Other” are sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and, in the case of the consolidated financial results and North America reportable segment, franchise fees with respect to commitment plans and royalties.
     



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                 
                 
              YTD 2023 Variance
                2023 
            Constant
      YTD 2023 YTD 2022 2023  Currency
        Currency Constant   vs vs
      GAAP Adjustment Currency GAAP 2022  2022 
                 
    Selected Financial Data           
    Consolidated Company Revenues$683,594 $1,696  $685,290 $816,932 (16.3%) (16.1%)
    Consolidated Digital Subscription Revenues (1)$437,613 $610  $438,223 $521,582 (16.1%) (16.0%)
    Consolidated Workshops + Digital Fees (2)$171,473 $601  $172,074 $196,540 (12.8%) (12.4%)
    Consolidated Clinical Subscription Revenues (3)$17,581 $—  $17,581 $— N/A N/A
    Consolidated Subscription Revenues (4)$626,667 $1,211  $627,878 $718,122 (12.7%) (12.6%)
    Consolidated Product Sales and Other (5)$56,927 $485  $57,412 $98,810 (42.4%) (41.9%)
                 
    North America           
    Digital Subscription Revenues (1)$285,655 $878  $286,533 $342,489 (16.6%) (16.3%)
    Workshops + Digital Fees (2)$138,639 $326  $138,965 $155,558 (10.9%) (10.7%)
    Clinical Subscription Revenues (3)$17,581 $—  $17,581 $— N/A N/A
    Subscription Revenues (4)$441,875 $1,204  $443,079 $498,047 (11.3%) (11.0%)
    Product Sales and Other (5)$46,025 $116  $46,141 $71,478 (35.6%) (35.4%)
    Total Revenues$487,900 $1,320  $489,220 $569,525 (14.3%) (14.1%)
                 
    International           
    Digital Subscription Revenues (1)$151,958 $(268) $151,690 $179,093 (15.2%) (15.3%)
    Workshops + Digital Fees (2)$32,834 $276  $33,110 $40,982 (19.9%) (19.2%)
    Clinical Subscription Revenues (3)$— $—  $— $— N/A N/A
    Subscription Revenues (4)$184,792 $7  $184,799 $220,075 (16.0%) (16.0%)
    Product Sales and Other (5)$10,902 $369  $11,271 $27,332 (60.1%) (58.8%)
    Total Revenues$195,694 $376  $196,070 $247,407 (20.9%) (20.8%)
                 
    ___            
    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, which formerly included Digital 360 (as applicable).
    (2) “Workshops + Digital Fees” consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops.
    (3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Clinical offerings.
    (4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Fees” plus “Clinical Subscription Revenues”.
    (5) “Product Sales and Other” are sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and, in the case of the consolidated financial results and North America reportable segment, franchise fees with respect to commitment plans and royalties.
     


     

    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                               
                               
                        Q3 2023 Variance
                            2023 Constant Currency
                          2023    2023 
      Q3 2023 Q3 2022   Adjusted   Adjusted
                Adjusted       2023  vs 2023  vs
            Currency Constant Constant       vs 2022  vs 2022 
      GAAP Adjustment Adjusted Adjustment Currency Currency GAAP Adjustment Adjusted 2022  Adjusted 2022  Adjusted
                               
    Selected Financial Data                           
    Gross Profit$141,755 $398 (1)$142,153 $(2,672) $139,083  $139,481 $152,351  $6 (4)$152,357 (7.0%) (6.7%) (8.7%) (8.5%)
    Gross Margin   66.0%    66.2%    65.7%   65.9%  61.0%     61.0%        
                               
    Selling, General and Administrative Expenses  $63,034 $(5,577)(2)$57,457 $(485) $62,549  $56,972 $58,443  $(3,654)(5) $54,789 7.9%  4.9%  7.0%  4.0%
                               
    Operating Income (Loss)  $30,607 $5,975 (3)$36,582 $(1,598) $29,009  $34,984 $(254,529) $316,401 (6)$61,872 112.0%  (40.9%) 111.4%  (43.5%)
    Operating Income (Loss) Margin   14.2%    17.0%    13.7%   16.5%  (101.9%)    24.8%        
                               
    ___                          
    Note: Totals may not sum due to rounding.                
    (1) 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.
    (2) 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.
    (3) Excludes the net impact of (x) $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 (y) 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.
    (4) Excludes the net impact of the reversal of $98 of charges associated with the Company's previously disclosed 2022 restructuring plan and $104 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (5) Excludes the net impact of $3,655 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $1 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (6) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $298,291, $13,312 and $1,138 related to its United States, Canada and New Zealand operations, respectively and (ii) the net impact of (x) the reversal of $98 of charges and $3,655 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 (y) $104 of charges and the reversal of $1 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.
     

     


        WW INTERNATIONAL, INC. AND SUBSIDIARIES
     RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
     (IN THOUSANDS, EXCEPT PERCENTAGES)
     UNAUDITED
                                
                                
                         YTD 2023 Variance
                             2023 Constant Currency
                           2023    2023 
       YTD 2023 YTD 2022   Adjusted   Adjusted
                 Adjusted       2023  vs 2023  vs
             Currency Constant Constant       vs 2022  vs 2022 
       GAAP Adjustment Adjusted AdjustmentCurrency Currency GAAP Adjustment Adjusted 2022  Adjusted 2022  Adjusted
                                
    Selected Financial Data                         
    Gross Profit$404,446 $19,675 (1)$424,121 $556  $405,002 $424,676 $495,411  $3,853 (4)$499,264 (18.4%) (15.1%) (18.2%) (14.9%)
    Gross Margin 59.2%    62.0%    59.1%  62.0%  60.6%     61.1%        
                                
    Selling, General and Administrative Expenses $188,638 $(20,215)(2)$168,423 $376  $189,014 $168,800 $193,320  $(18,507)(5)$174,813 (2.4%) (3.7%) (2.2%) (3.4%)
                                
    Operating Income (Loss)$28,340 $39,890 (3)$68,230 $(1,140) $27,200 $67,089 $(232,193) $361,521 (6)$129,328 112.2%  (47.2%) 111.7%  (48.1%)
    Operating Income (Loss) Margin 4.1%    10.0%    4.0%  9.8%  (28.4%)    15.8%        
                                
    ___                            
    Note: Totals may not sum due to rounding.
    (1) 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.
    (2) 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.
    (3) Excludes (i) the net impact of (w) $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, (x) 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, (y) $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 (z) 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.
    (4) Excludes the net impact of $4,400 of charges associated with the Company's previously disclosed 2022 restructuring plan, the reversal of $431 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $116 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (5) Excludes the impact of $18,273 of charges associated with the Company's previously disclosed 2022 restructuring plan and $234 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (6) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $298,291, $37,797 and $1,972 related to its United States, Canada and New Zealand operations, respectively, and an impairment charge of the Company's goodwill related to its Kurbo operations of $1,101 and (ii) the net impact of (w) $4,400 of charges and $18,273 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, (x) the reversal of $431 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues, (y) $234 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to selling, general and administrative expenses and (z) the reversal of $116 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues.
     



    WW INTERNATIONAL, INC. AND SUBSIDIARIES  
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES  
    (IN THOUSANDS)  
    UNAUDITED  
                        
                        
         Three Months Ended   Nine Months Ended  
        September 30,
    		 October 1,
    		 September 30,
    		 October 1,
    		 
        2023
    		 2022
    		 2023
    		 2022
    		 
                        
     Net Income (Loss) $ 43,731  $(206,036) $(24,120) $(221,087)(1)
     Interest  24,508   20,912   71,429   58,837  
     Taxes   (38,447)  (70,749)  (18,933)  (73,246)(1)
     Depreciation and Amortization  13,428   10,544   35,633   31,941  
     Stock-based Compensation  3,225   3,376   8,956   10,362  
     EBITDAS $46,445  $(241,953) $72,965  $(193,193)  
                        
     Franchise Rights Acquired and Goodwill Impairments   —   312,741 (2) —   339,161 (3)
     2023 Plan Restructuring Charges (4)  6,187   —   30,603   —  
     2022 Plan Restructuring Charges (5)  (212)  3,557   646   22,674  
     2021 Plan Restructuring Charges (6)  —   103   57   (198) 
     2020 Plan Restructuring Charges (7)  —   —   (21)  (116) 
     Acquisition Transaction Costs (8)  —   —   8,605   —  
     Adjusted EBITDAS $52,420  $74,448  $112,855  $168,328  
                        
    ___                  
    Note: Totals may not sum due to rounding.                 
    (1) Certain amounts have been revised for the nine months ended October 1, 2022 to correct immaterial errors related to certain tax matters, which will be more fully described in the Company's Form 10-Q filing for the fiscal quarter ended September 30, 2023.  
    (2) Impairment charges of the Company's franchise rights acquired of $298,291, $13,312 and $1,138 related to its United States, Canada and New Zealand operations, respectively.  
    (3) Impairment charges of the Company's franchise rights acquired of $298,291, $37,797 and $1,972 related to its United States, Canada and New Zealand operations, respectively, and an impairment charge of the Company's goodwill related to its Kurbo operations of $1,101.  
    (4) Charges 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 or the reversal of charges, as applicable, 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.  
     



    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 
    (IN THOUSANDS, EXCEPT RATIOS) 
    UNAUDITED 
                 
                 
               Trailing Twelve
    		 
       Q4 2022 Q1 2023 Q2 2023 Q3 2023 Months 
     Net Debt to Adjusted EBITDAS
    		          
                 
     Net (Loss) Income$(35,780)(1)$(118,679)  $50,828  $43,731  $(59,900) 
     Interest 22,304   22,846   24,075   24,508   93,733  
     Taxes  (36,689)(1) 67,580   (48,066)  (38,447)  (55,622) 
     Depreciation and Amortization 10,407   10,273   11,932   13,428   46,040  
     Stock-based Compensation 2,590   2,669   3,063   3,225   11,547  
     EBITDAS$(37,168)(1)$(15,311) $41,832  $46,445  $35,798  
                 
     Franchise Rights Acquired and Goodwill Impairments  57,566 (2) —   —   —   57,566  
     2023 Plan Restructuring Charges (3) 13,608   22,632   1,784   6,187   44,211  
     2022 Plan Restructuring Charges (4) 4,507   40   818   (212)  5,153  
     2021 Plan Restructuring Charges (5) (142)  (7)  64   —   (85) 
     2020 Plan Restructuring Charges (6) (621)  (5)  (16)  —   (642) 
     Acquisition Transaction Costs (7) —   3,719   4,886   —   8,605  
     Adjusted EBITDAS$37,750 (1)$11,068  $49,368  $52,420  $150,606  
                 
     Total Debt        $1,425,419  
     Less: Cash         107,498  
     Net Debt        $1,317,921  
                 
     Total Debt to Net Loss         (23.8)X
     Net Debt to Adjusted EBITDAS         8.8 X
                 
    ___           
    Note: Totals may not sum due to rounding.          
    (1) Certain amounts have been revised for Q4 2022 to correct immaterial errors related primarily to certain tax matters, which will be more fully described in the Company's Form 10-Q filing for the fiscal quarter ended September 30, 2023. 
    (2) Impairment charges of the Company's franchise rights acquired of $25,739, $19,657, $8,275 and $1,872 related to its United States, Canada, United Kingdom and Australia units of account, respectively, and an impairment charge of the Company's goodwill related to its Republic of Ireland reporting unit of $2,023. 
    (3) Charges associated with the Company's previously disclosed 2023 restructuring plan. 
    (4) Charges or the reversal of charges, as applicable, associated with the Company's previously disclosed 2022 restructuring plan. 
    (5) The reversal of charges or charges, as applicable, associated with the Company's previously disclosed 2021 organizational restructuring plan. 
    (6) The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan. 
    (7) Certain non-recurring transaction costs in connection with the Company's acquisition of Sequence, which includes $3,719 recast for Q1 2023. 
     


    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN MILLIONS)
    UNAUDITED
         
         
       Full Year 2023 
       Operating Income Guidance Reconciliation
    		 
         
     Operating Income$31.0 - $43.0 
     Net Restructuring Charges (1)$(40.0) - $(33.0) 
     Acquisition Transaction Costs (2)$(8.6) 
     Adjusted Operating Income$80.0 - $85.0 
         
    (1) Reflects the remaining net restructuring charges incurred and expected to be incurred in fiscal 2023 related to the Company's previously disclosed 2023 restructuring plan, 2022 restructuring plan, 2021 organizational restructuring plan and 2020 organizational restructuring plan.
    (2) Reflects certain non-recurring transaction costs in connection with the Company's acquisition of Sequence, which includes $3.7 million recast for the first quarter of fiscal 2023.
         

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