Form 8-K - Current report

WW INTERNATIONAL, INC.

DATED: August 1, 2024

/s/ Heather Stark

Heather Stark

Chief Financial Officer

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): July 27, 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, 6^th 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

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 August 1, 2024, WW International, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter ended June 29, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2.05.

Costs Associated with Exit or Disposal Activities.

On July 27, 2024, in connection with the strategic streamlining of its operational structure to optimize its clinical and behavioral product portfolio and its cost-savings initiative, the Company committed to a plan of reduction in force that will result in the elimination of certain positions and the termination of employment for certain employees worldwide (the “Restructuring Plan”). The Company anticipates recording restructuring charges that it currently estimates will range between $12.0 million to $15.0 million in the aggregate with respect to employee termination benefit costs, which are expected to consist primarily of general and administrative expenses. These charges are expected to be recorded in the second half of fiscal 2024. Substantially all of the costs arising from the Restructuring Plan are expected to result in cash expenditures related to separation payments and other employee termination expenses. The Company expects the Restructuring Plan to be fully executed by the end of fiscal 2025.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2024, in connection with the Restructuring Plan, the Compensation and Benefits Committee of the Board of Directors of the Company approved the elimination of the position of Chief Technology Officer effective August 9, 2024 and the related departure from the Company of Pierre-Olivier Latour, the Company’s current Chief Technology Officer. Mr. Latour will cease providing services to the Company on August 9, 2024 (the “Leave Date”) and his employment will be terminated effective October 31, 2024 (the “Departure Date”, and such period between the Leave Date and the Departure Date, the “Leave Period”). In connection with his departure from the Company, on July 31, 2024, Mr. Latour entered into an agreement with a subsidiary of the Company regarding the termination of his employment (the “Agreement”). The material terms of the Agreement are as follows: (i) during the Leave Period, the continued payment of his base salary as of the Leave Date, such amount not to exceed $137,979¹ in the aggregate, and the continued provision of his contractual benefits and (ii) the payment of an aggregate cash amount of up to $427,289² to be paid in substantially equal installments via salary continuation over a 9-month period following his Departure Date. All of Mr. Latour’s unvested equity awards as of the Departure Date will be forfeited. Mr. Latour is subject to covenants with respect to non-competition and non-solicitation of employees of the Company for one year following the Departure Date as well as with respect to confidentiality for perpetuity. In the Agreement, Mr. Latour released all claims against the Company and all of its affiliates, related entities, predecessors and successors.

1.	CHF 121,375 converted to U.S. dollars using the applicable exchange rate on July 31, 2024.

2.	CHF 375,870 converted to U.S. dollars using the applicable exchange rate on July 31, 2024.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit		Description

Exhibit 99.1		Press Release dated August 1, 2024.

Exhibit 104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

Exhibit 99.1

LOGO

For more information, contact:

Investors:

Corey Kinger

corey.kinger@ww.com

Media:

Kelsey Merkel

kelsey.merkel@ww.com

WW International, Inc. Announces Second Quarter 2024 Results

•

End of Period Subscribers of 3.8 million, including 81 thousand End of Period Clinical Subscribers

•

Revenues of $202.1 million

•

Gross margin of 67.9%

•

Operating Income of $35.9 million; excluding the net impact of restructuring charges related to prior year restructuring plans, adjusted operating income of $37.9 million

•

Provides update to full year fiscal 2024 guidance

•

Announces 2024 Restructuring Plan that is expected to result in $100 million of annual run-rate cost savings related to strategic streamlining of the Company’s operational structure to optimize its clinical and behavioral product portfolio and to its cost-savings initiative

NEW YORK (August 1, 2024) – WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) today announced its results for the second quarter of fiscal 2024.

“WeightWatchers has the right strategy to return the business to growth. With a rapidly changing landscape, we are taking decisive actions to navigate through this environment and completely reimagining how we operate,” said Sima Sistani, the Company’s CEO. “We are executing a significant streamlining of our operational structure, to focus and execute against our strategic pillars to expand care, expand access, and expand payment options for our members. These initiatives enable us to serve a broader population as the leading digital health provider of weight health, catalyzing our return to growth and positioning the Company for long-term success.”

“We are refining our operational framework against our product roadmap, concentrating on high impact initiatives to enhance efficiency, accountability and speed. These actions are part of a comprehensive cost reduction plan, targeting $100 million in annualized savings including $20 million of savings currently reflected in our 2024 guidance,” said Heather Stark, the Company’s CFO. “We are committed to maximizing profitability and making strategic decisions that will best position the Company for long-term success.”

Q2 2024 Consolidated Results


	Three Months Ended								% Change Adjusted for Constant Currency⁽¹⁾
	June 29,			July 1,
	2024			2023		% Change
(in millions except percentages and per share amounts)
Subscription Revenues, net	$	200.0		$	212.1		(5.7	%)		(5.4	%)
Other Revenues, net⁽²⁾		2.1			14.7		(85.6	%)		(85.5	%)

Revenues, net	$	202.1		$	226.8		(10.9	%)		(10.6	%)
Gross Profit	$	137.3		$	143.2		(4.1	%)		(3.8	%)
Non-GAAP Adjustments⁽¹⁾
Net Restructuring Charges⁽³⁾		(0.1	)		0.7

Adjusted Gross Profit⁽¹⁾	$	137.2		$	143.8		(4.6	%)		(4.3	%)
Operating Income	$	35.9		$	26.3		36.5	%		37.6	%
Non-GAAP Adjustments⁽¹⁾
Net Restructuring Charges⁽³⁾		2.0			2.7
Acquisition Transaction Costs		—			4.9

Adjusted Operating Income⁽¹⁾	$	37.9		$	33.9		12.0	%		12.8	%
Net Income	$	23.3		$	50.8		(54.2	%)		(53.8	%)
EPS	$	0.29		$	0.65		(54.9	%)		(54.5	%)

Total Paid Weeks		50.7			53.4		(4.9	%)		N/A
Digital⁽⁴⁾ Paid Weeks		42.0			43.2		(2.9	%)		N/A
Workshops + Digital⁽⁵⁾ Paid Weeks		7.7			9.8		(21.3	%)		N/A
Clinical⁽⁶⁾Paid Weeks		1.1			0.4		205.4	%		N/A

End of Period Subscribers⁽⁷⁾		3.8			4.1		(6.1	%)		N/A
Digital Subscribers		3.2			3.3		(4.2	%)		N/A
Workshops + Digital Subscribers		0.6			0.7		(21.4	%)		N/A
Clinical Subscribers		0.1			0.0		119.8	%		N/A

Note: Totals may not sum due to rounding.

⁽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 2023, 2022, 2021, and 2020 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).

⁽⁷⁾	“Subscribers” refers to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations.

Q2 2024 Business and Financial Highlights

•

End of Period Subscribers in Q2 2024 were down 6.1% versus the prior year period, driven by declines in the Digital and Workshops + Digital businesses. Q2 2024 End of Period Digital Subscribers decreased 4.2% versus the prior year period. Q2 2024 End of Period Workshops + Digital Subscribers decreased 21.4% versus the prior year period. Q2 2024 End of Period Clinical Subscribers increased 119.8% versus the prior year period.

•

Total Paid Weeks in Q2 2024 were down 4.9% versus the prior year period driven by declines in the Digital and Workshops + Digital businesses. Q2 2024 Digital Paid Weeks decreased 2.9% versus the prior year period. Q2 2024 Workshops + Digital Paid Weeks decreased 21.3% versus the prior year period. Q2 2024 Clinical Paid Weeks increased 205.4% versus the prior year period.

•

Revenues in Q2 2024 were $202.1 million. On a constant currency basis, Q2 2024 revenues decreased 10.6% versus the prior year period.

•

Subscription Revenues in Q2 2024 were $200.0 million. On a constant currency basis, these revenues decreased 5.4% versus the prior year period. Subscription Revenues included $19.7 million of Clinical Subscription Revenues.

•

Other Revenues in Q2 2024 were $2.1 million. On a constant currency basis, these revenues decreased 85.5% versus the prior year period driven by the discontinuation of the consumer products business.

•

Gross Profit in Q2 2024 was $137.3 million, compared to $143.2 million in the prior year period. Adjusted gross profit in Q2 2024, which excluded the reversal of $0.1 million of restructuring charges related to a prior year restructuring plan, was $137.2 million. Adjusted gross profit in Q2 2023, which excluded the net impact of $0.7 million of restructuring charges, was $143.8 million.

•

Gross Margin in Q2 2024 was 67.9%, as compared to 63.1% in the prior year period. Adjusted gross margin in Q2 2024 was 67.9%, up from an adjusted gross margin of 63.4% in the prior year period, driven primarily by the discontinuation of the lower margin consumer products business at the end of 2023.

•

Operating Income in Q2 2024 was $35.9 million, compared to operating income of $26.3 million in the prior year period. Adjusted operating income in Q2 2024, which excluded the net impact of $2.0 million of restructuring charges related to prior year restructuring plans, was $37.9 million. Adjusted operating income in Q2 2023, which excluded the net impact of $2.7 million of restructuring charges and the impact of $4.9 million of acquisition transaction costs, was $33.9 million.

•

Income Tax Benefit in Q2 2024 was $15.8 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 $48.1 million.

•

Net Income in Q2 2024 was $23.3 million compared to net income of $50.8 million in the prior year period.

•

Diluted Earnings per share in Q2 2024 was $0.29 compared to diluted earnings per share of $0.65 in the prior year period.

•

Certain items affect year-over-year comparability.

•

Q2 2024 diluted earnings per share incorporated the net positive impact of $0.42 per diluted share in the aggregate due to the following items:

•

$0.44 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.

•

$0.02 per diluted share net negative impact of restructuring charges related to prior year restructuring plans.

•

Q2 2023 diluted earnings per share incorporated the positive impact of $0.69 per diluted share in the aggregate due to the following items:

•

$0.77 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.

•

$0.05 per diluted share negative impact from acquisition transaction costs.

•

$0.03 per diluted share negative net impact of restructuring charges.

Other Items

•

Cash balance as of June 29, 2024 was $42.7 million. On that same date, the Company had no outstanding borrowings under its revolving credit facility.

•

2024 Restructuring Plan: In connection with the strategic streamlining of its operational structure to optimize its clinical and behavioral product portfolio and its cost-savings initiative, the Company committed to a plan of reduction in force that will result in the elimination of certain positions and the termination of employment for certain employees worldwide (the “2024 Restructuring Plan”). The Company anticipates recording restructuring charges that it currently estimates will range between $12.0 million to $15.0 million in the aggregate in the second half of fiscal 2024.

Full Year Fiscal 2024 Guidance

The Company is providing the following update to its full year fiscal 2024 guidance:

•

Revenue is expected to be at least $770.0 million.

•

Operating loss is expected to be at most $180.7 million; excluding non-cash intangible impairment charges and the net impact of restructuring charges, adjusted operating income is expected to be at least $100.0 million.

Second Quarter 2024 Conference Call and Webcast

The Company has scheduled a conference call today at 8:30 a.m. ET. During the conference call, Sima Sistani, Chief Executive Officer, and Heather Stark, Chief Financial Officer, will discuss the second 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 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 second quarter of fiscal 2024 to exclude the impact or net impact, as applicable, of charges associated with the Company’s previously disclosed 2023 restructuring plan (the “2023 plan”) and the Company’s previously disclosed 2022 restructuring plan (the “2022 plan”); (ii) the first six 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, New Zealand and United Kingdom units of account and (y) the net impact of charges associated with the 2023 plan and the 2022 plan; and (iii) the second quarter and first six 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 impact or net impact, as applicable, of restructuring charges, and the impact of acquisition transaction costs, 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, 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. 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; 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 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; 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


	June 29, 2024			December 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	42,709		$	109,366
Receivables (net of allowances: June 29, 2024 - $2,025 and December 30, 2023 - $1,041)		13,412			14,938
Prepaid income taxes		12,878			25,370
Prepaid marketing and advertising		1,898			10,149
Prepaid expenses and other current assets		17,194			19,651

TOTAL CURRENT ASSETS		88,091			179,474
Property and equipment, net		18,203			19,741
Operating lease assets		47,861			52,272
Franchise rights acquired		128,164			386,526
Goodwill		241,872			243,441
Other intangible assets, net		54,213			63,208
Deferred income taxes		16,615			19,683
Other noncurrent assets		19,237			17,685

TOTAL ASSETS	$	614,256		$	982,030

LIABILITIES AND TOTAL DEFICIT
CURRENT LIABILITIES
Portion of operating lease liabilities due within one year	$	9,492		$	9,613
Accounts payable		25,119			18,507
Salaries and wages payable		40,434			79,096
Accrued marketing and advertising		14,028			18,215
Accrued interest		5,345			5,346
Deferred acquisition payable		14,608			16,500
Other accrued liabilities		22,122			22,610
Income taxes payable		35,373			1,609
Deferred revenue		33,849			33,966

TOTAL CURRENT LIABILITIES		200,370			205,462
Long-term debt, net		1,428,553			1,426,464
Long-term operating lease liabilities		49,043			53,461
Deferred income taxes		21,933			41,994
Other		1,640			15,743

TOTAL LIABILITIES		1,701,539			1,743,124
TOTAL DEFICIT
Common stock, $0 par value; 1,000,000 shares authorized; 130,048 shares issued at June 29, 2024 and 130,048 shares issued at December 30, 2023		0			0
Treasury stock, at cost, 50,344 shares at June 29, 2024 and 50,859 shares at December 30, 2023		(3,040,679	)		(3,064,628	)
Retained earnings		1,970,791			2,314,834
Accumulated other comprehensive loss		(17,395	)		(11,300	)

TOTAL DEFICIT		(1,087,283	)		(761,094	)

TOTAL LIABILITIES AND TOTAL DEFICIT	$	614,256		$	982,030

WW INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED


	Three Months Ended
	June 29, 2024			July 1, 2023
Subscription revenues, net ⁽¹⁾	$	199,956		$	212,140
Other revenues, net ⁽²⁾		2,117			14,690

Revenues, net		202,073			226,830

Cost of subscription revenues ⁽³⁾		64,023			71,378
Cost of other revenues		756			12,272

Cost of revenues		64,779			83,650

Gross profit		137,294			143,180
Marketing expenses		53,696			51,119
Selling, general and administrative expenses		47,665			65,744
Franchise rights acquired impairments		—			—

Operating income		35,933			26,317
Interest expense		28,577			24,075
Other income, net		(78	)		(520	)

Income before income taxes		7,434			2,762
Benefit from income taxes		(15,835	)		(48,066	)

Net income	$	23,269		$	50,828


Earnings per share
Basic	$	0.29		$	0.65

Diluted	$	0.29		$	0.65


Weighted average common shares outstanding
Basic		79,483			78,007

Diluted		79,825			78,591

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 the Company’s Clinical 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


	Six Months Ended
	June 29, 2024			July 1, 2023
Subscription revenues, net ⁽¹⁾	$	404,012		$	423,172
Other revenues, net ⁽²⁾		4,609			45,552

Revenues, net		408,621			468,724

Cost of subscription revenues ⁽³⁾		131,839			166,275
Cost of other revenues		1,688			39,758

Cost of revenues		133,527			206,033

Gross profit		275,094			262,691
Marketing expenses		143,858			139,353
Selling, general and administrative expenses		106,647			125,604
Franchise rights acquired impairments		257,988			—

Operating loss		(233,399	)		(2,266	)
Interest expense		53,304			46,921
Other income, net		(1,683	)		(851	)

Loss before income taxes		(285,020	)		(48,336	)
Provision for income taxes		39,613			19,515

Net loss	$	(324,633	)	$	(67,851	)


Net loss per share
Basic	$	(4.09)		$	(0.91)

Diluted	$	(4.09)		$	(0.91)


Weighted average common shares outstanding
Basic		79,345			74,302

Diluted		79,345			74,302

Note: Totals may not sum due to rounding.

⁽¹⁾

⁽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


	Six Months Ended
	June 29, 2024			July 1, 2023
Operating activities:
Net loss	$	(324,633	)	$	(67,851	)
Adjustments to reconcile net loss to cash used for operating activities:
Depreciation and amortization		19,948			24,869
Amortization of deferred financing costs and debt discount		2,509			2,509
Impairment of franchise rights acquired		257,988			—
Impairment of intangible and long-lived assets		197			189
Share-based compensation expense		5,141			9,613
Deferred tax benefit		(14,948	)		(5,824	)
Allowance for doubtful accounts		6,886			(143	)
Reserve for inventory obsolescence		134			3,153
Foreign currency exchange rate gain		(1,249	)		(841	)
Changes in cash due to:
Receivables		3,407			57
Inventories		30			6,886
Prepaid expenses		18,956			10,321
Accounts payable		6,598			3,402
Accrued liabilities		(36,825	)		(19,536	)
Deferred revenue		142			1,975
Other long term assets and liabilities, net		(16,076	)		(1,265	)
Income taxes		33,819			5,429

Cash used for operating activities		(37,976	)		(27,057	)

Investing activities:
Capital expenditures		(730	)		(1,746	)
Capitalized software and website development expenditures		(9,376	)		(17,907	)
Cash paid for acquisitions, net of cash acquired		—			(38,362	)
Other items, net		(5	)		(8	)

Cash used for investing activities		(10,111	)		(58,023	)

Financing activities:
Taxes paid related to net share settlement of equity awards		(629	)		(1,319	)
Proceeds from stock options exercised		—			82
Cash paid for acquisitions		(16,500	)		(1,066	)
Other items, net		(3	)		(38	)

Cash used for financing activities		(17,132	)		(2,341	)

Effect of exchange rate changes on cash and cash equivalents		(1,438	)		541

Net decrease in cash and cash equivalents		(66,657	)		(86,880	)
Cash and cash equivalents, beginning of period		109,366			178,326

Cash and cash equivalents, end of period	$	42,709		$	91,446

WW INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

(IN THOUSANDS, EXCEPT PERCENTAGES)

UNAUDITED


	Three Months Ended
	June 29, 2024		July 1, 2023		Variance
Paid Weeks⁽¹⁾
Digital Paid Weeks		41,979		43,246		(2.9	%)
Workshops + Digital Paid Weeks		7,682		9,755		(21.3	%)
Clinical Paid Weeks		1,084		355		205.4	%

Total Paid Weeks		50,745		53,356		(4.9	%)

End of Period Subscribers ⁽²⁾
End of Period Digital Subscribers		3,190		3,329		(4.2	%)
End of Period Workshops + Digital Subscribers		566		720		(21.4	%)
End of Period Clinical Subscribers		81		37		119.8	%

Total End of Period Subscribers		3,837		4,086		(6.1	%)

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 the Company’s Clinical 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 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


	Six Months Ended
	June 29, 2024		July 1, 2023		Variance
Paid Weeks⁽¹⁾
Digital Paid Weeks		84,298		84,047		0.3	%
Workshops + Digital Paid Weeks		16,106		19,906		(19.1	%)
Clinical Paid Weeks		2,123		355		497.9	%

Total Paid Weeks		102,527		104,308		(1.7	%)

End of Period Subscribers ⁽²⁾
End of Period Digital Subscribers		3,190		3,329		(4.2	%)
End of Period Workshops + Digital Subscribers		566		720		(21.4	%)
End of Period Clinical Subscribers		81		37		119.8	%

Total End of Period Subscribers		3,837		4,086		(6.1	%)

Note: Totals may not sum due to rounding.

⁽¹⁾

⁽²⁾

WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS, EXCEPT PERCENTAGES)

UNAUDITED


									Q2 2024 Variance
	Q2 2024						Q2 2023		2024 vs 2023			2024 Constant Currency vs 2023
	GAAP		Currency Adjustment		Constant Currency		GAAP		2024 vs 2023			2024 Constant Currency vs 2023
Selected Financial Data
Total Revenues	$	202,073	$	653	$	202,726	$	226,830		(10.9	%)		(10.6	%)
Digital Subscription Revenues ⁽¹⁾	$	134,551	$	560	$	135,111	$	147,381		(8.7	%)		(8.3	%)
Workshops + Digital Subscription Revenues ⁽²⁾	$	45,682	$	82	$	45,764	$	57,167		(20.1	%)		(19.9	%)
Clinical Subscription Revenues ⁽³⁾	$	19,723	$	—	$	19,723	$	7,592		159.8	%		159.8	%
Subscription Revenues ⁽⁴⁾	$	199,956	$	643	$	200,599	$	212,140		(5.7	%)		(5.4	%)
Other Revenues ⁽⁵⁾	$	2,117	$	10	$	2,127	$	14,690		(85.6	%)		(85.5	%)

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 the Company’s Clinical 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		2024 vs 2023			2024 Constant Currency vs 2023
Selected Financial Data
Total Revenues	$	408,621	$	(130	)	$	408,491	$	468,724		(12.8	%)		(12.9	%)
Digital Subscription Revenues ⁽¹⁾	$	272,185	$	(43	)	$	272,142	$	296,725		(8.3	%)		(8.3	%)
Workshops + Digital Subscription Revenues ⁽²⁾	$	93,352	$	(85	)	$	93,267	$	118,855		(21.5	%)		(21.5	%)
Clinical Subscription Revenues ⁽³⁾	$	38,475	$	—		$	38,475	$	7,592		406.8	%		406.8	%
Subscription Revenues ⁽⁴⁾	$	404,012	$	(127	)	$	403,885	$	423,172		(4.5	%)		(4.6	%)
Other Revenues ⁽⁵⁾	$	4,609	$	(3	)	$	4,606	$	45,552		(89.9	%)		(89.9	%)

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 the Company’s Clinical 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


																											Q2 2024 Variance
																																	2024 Constant Currency
	Q2 2024																	Q2 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			2024 vs 2023			2024 Adjusted vs 2023 Adjusted			2024 vs 2023			2024 Adjusted vs 2023 Adjusted
Selected Financial Data
Gross Profit	$	137,294		$	(102	)⁽¹⁾	$	137,192		$	505	$	137,799		$	137,697		$	143,180		$	659	⁽⁴⁾	$	143,839			(4.1	%)		(4.6	%)		(3.8	%)		(4.3	%)
Gross Margin		67.9	%					67.9	%				68.0	%		67.9	%		63.1	%					63.4	%

Selling, General and Administrative Expenses	$	47,665		$	(2,081	)⁽²⁾	$	45,584		$	69	$	47,734		$	45,653		$	65,744		$	(6,877	)⁽⁵⁾	$	58,867			(27.5	%)		(22.6	%)		(27.4	%)		(22.4	%)

Operating Income	$	35,933		$	1,979	⁽³⁾	$	37,912		$	282	$	36,215		$	38,193		$	26,317		$	7,536	⁽⁶⁾	$	33,853			36.5	%		12.0	%		37.6	%		12.8	%
Operating Income Margin		17.8	%					18.8	%				17.9	%		18.8	%		11.6	%					14.9	%

Note: Totals may not sum due to rounding.

⁽¹⁾	Excludes the impact of the reversal of $102 of charges associated with the Company’s previously disclosed 2023 restructuring plan.

⁽²⁾	Excludes the net impact of $2,012 of charges associated with the Company’s previously disclosed 2023 restructuring plan and $69 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

⁽³⁾

Excludes (a) the impact of the reversal of $102 of charges associated with the Company’s previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and (b) the net impact of $2,012 of charges associated with the Company’s previously disclosed 2023 restructuring plan and $69 of charges associated with the Company’s previously disclosed 2022 restructuring plan recorded to selling, general and administrative expenses, respectively.

⁽⁴⁾

Excludes the net impact of $532 of charges associated with the Company’s previously disclosed 2023 restructuring plan, $40 of charges associated with the Company’s previously disclosed 2022 restructuring plan, $103 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.

⁽⁵⁾

Excludes the net impact of $1,252 of charges associated with the Company’s previously disclosed 2023 restructuring plan, $778 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 the impact of $4,886 of acquisition transaction costs.

⁽⁶⁾

Excludes (i) the net impact of (a) $532 of charges and $1,252 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) $40 of charges and $778 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) $103 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 $16 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues, and (ii) the impact of $4,886 of acquisition transaction costs recorded to selling, general and administrative expenses.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS, EXCEPT PERCENTAGES)

UNAUDITED


																												YTD 2024 Variance
																																		2024 Constant Currency
	YTD 2024																		YTD 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			2024 vs 2023			2024 Adjusted vs 2023 Adjusted			2024 vs 2023			2024 Adjusted vs 2023 Adjusted
Selected Financial Data
Gross Profit	$	275,094		$	2,353	⁽¹⁾	$	277,447		$	(70	)	$	275,024		$	277,377		$	262,691		$	19,276	⁽⁵⁾	$	281,967			4.7	%		(1.6	%)		4.7	%		(1.6	%)
Gross Margin		67.3	%					67.9	%					67.3	%		67.9	%		56.0	%					60.2	%

Selling, General and Administrative Expenses	$	106,647		$	(5,363	)⁽²⁾	$	101,284		$	(57	)	$	106,590		$	101,227		$	125,604		$	(14,638	)⁽⁶⁾	$	110,966			(15.1	%)		(8.7	%)		(15.1	%)		(8.8	%)

Operating Loss	$	(233,399	)	$	265,704	⁽³⁾	$	32,305		$	18		$	(233,381	)	$	32,428	⁽⁴⁾	$	(2,266)		$	33,914	⁽⁷⁾	$	31,648			10,195.1	%		2.1	%		10,194.3	%		2.5	%
Operating Loss Margin		(57.1	%)					7.9	%					(57.1	%)		7.9	%		(0.5	%)					6.8	%

Note: Totals may not sum due to rounding.

⁽¹⁾	Excludes the net impact of $2,328 of charges associated with the Company’s previously disclosed 2023 restructuring plan and $25 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

⁽²⁾	Excludes the net impact of $5,075 of charges associated with the Company’s previously disclosed 2023 restructuring plan and $288 of charges associated with the Company’s previously disclosed 2022 restructuring plan.

⁽³⁾

Excludes (i) the impact of 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, and (ii) the net impact of (a) $2,328 of charges and $5,075 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) $25 of charges and $288 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⁾	Includes $104 of currency adjustment associated with the impairment charges of the Company’s franchise rights acquired of $4,074, $2,328 and $155 related to its Australia, New Zealand and United Kingdom units of account, respectively.

⁽⁵⁾

Excludes the net impact of $19,425 of charges associated with the Company’s previously disclosed 2023 restructuring plan, the reversal of $223 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 $22 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan.

⁽⁶⁾

Excludes the net impact of $4,991 of charges associated with the Company’s previously disclosed 2023 restructuring plan, $1,081 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 the impact of $8,605 of acquisition transaction costs.

⁽⁷⁾

Excludes (i) the net impact of (a) $19,425 of charges and $4,991 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 $223 of charges and $1,081 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 $22 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.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS)

UNAUDITED


	Three Months Ended						Six Months Ended
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Net Income (Loss)	$	23,269		$	50,828		$	(324,633	)	$	(67,851	)
Interest		28,577			24,075			53,304			46,921
Taxes		(15,835	)		(48,066	)		39,613			19,515
Depreciation and Amortization		9,545			11,932			19,948			22,204
Stock-based Compensation		2,740			3,063			5,141			5,731

EBITDAS	$	48,296		$	41,832		$	(206,627	)	$	26,520

Franchise Rights Acquired Impairments ⁽¹⁾		—			—			257,988			—
2023 Plan Restructuring Charges ⁽²⁾		1,910			1,784			7,403			24,416
2022 Plan Restructuring Charges ⁽³⁾		69			818			313			858
2021 Plan Restructuring Charges ⁽⁴⁾		—			64			—			57
2020 Plan Restructuring Charges ⁽⁵⁾		—			(16	)		—			(22	)
Acquisition Transaction Costs ⁽⁶⁾		—			4,886			—			8,605

Adjusted EBITDAS	$	50,275		$	49,368		$	59,077		$	60,434

Note: Totals may not sum due to rounding.

⁽¹⁾	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.

⁽²⁾	Charges associated with the Company’s previously disclosed 2023 restructuring plan.

⁽³⁾	Charges associated with the Company’s previously disclosed 2022 restructuring plan.

⁽⁴⁾	Charges associated with the Company’s previously disclosed 2021 organizational restructuring plan.

⁽⁵⁾	The reversal of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan.

⁽⁶⁾	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


	Q3 2023			Q4 2023			Q1 2024			Q2 2024			Trailing Twelve Months
Net Debt to Adjusted EBITDAS
Net Income (Loss)	$	43,731		$	(88,135	)	$	(347,902	)	$	23,269		$	(369,037	)
Interest		24,508			24,464			24,727			28,577			102,276
Taxes		(38,447	)		57,556			55,448			(15,835	)		58,722
Depreciation and Amortization		13,428			10,007			10,403			9,545			43,383
Stock-based Compensation		3,225			2,346			2,402			2,740			10,713

EBITDAS	$	46,445		$	6,238		$	(254,922	)	$	48,296		$	(153,943	)


Franchise Rights Acquired and Goodwill Impairments		—			3,633	⁽¹⁾		257,988	⁽²⁾		—			261,621
2023 Plan Restructuring Charges ⁽³⁾		6,187			23,140			5,493			1,910			36,730
2022 Plan Restructuring Charges ⁽⁴⁾		(212	)		489			244			69			590

Adjusted EBITDAS	$	52,420		$	33,500		$	8,803		$	50,275		$	144,998


Total Debt													$	1,428,553
Less: Cash														42,709

Net Debt													$	1,385,844


Total Debt to Net Loss														(3.9) X

Net Debt to Adjusted EBITDAS														9.6 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⁾	Charges associated with the Company’s previously disclosed 2023 restructuring plan.

⁽⁴⁾	The reversal of charges or charges, as applicable, associated with the Company’s previously disclosed 2022 restructuring plan.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN MILLIONS)

UNAUDITED


		Full Year 2024 Operating Income Guidance Reconciliation
Operating Loss		$(180.7)
Net Restructuring Charges ⁽¹⁾		$ (22.7)
Franchise Rights Acquired Impairments ⁽²⁾		$(258.0)

Adjusted Operating Income		$ 100.0

⁽¹⁾

Reflects the net restructuring charges incurred in the first half of fiscal 2024 related to the Company’s previously disclosed 2023 restructuring plan and 2022 restructuring plan, in addition to anticipated restructuring charges in the second half of fiscal 2024 in the high end of the restructuring charges range related to the 2024 restructuring plan.

⁽²⁾	Reflects the impairment charges of the Company’s franchise rights acquired related to its United States, Australia, New Zealand and United Kingdom units of account in the first quarter of fiscal 2024.

Document and Entity Information	Jul. 27, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000105319
Document Type	8-K
Document Period End Date	Jul. 27, 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