• WW Announces Third Quarter 2022 Results

    Источник: Nasdaq GlobeNewswire / 03 ноя 2022 16:01:35   America/New_York

    • Q3 2022 End of Period Subscribers of 3.8 million

    • Q3 2022 Revenues of $249.7 million

    • Q3 2022 Gross Margin of 61.0%

    • Q3 2022 Operating Loss of $254.5 million primarily due to $312.7 million in non-cash intangible impairment charges for Franchise Rights Acquired; Q3 2022 Adjusted Operating Income of $61.9 million excluding the impact of such impairment charges and the net impact of restructuring charges

    • Revised FY 2022 Guidance: Revenues are expected to be approximately $1.04 billion and GAAP diluted net loss per share is expected to be in the range of ($3.16) to ($3.21), which incorporates the negative net impact of approximately $3.94 per diluted share from non-cash intangible impairment charges, estimated restructuring charges, and out-of-period income tax adjustments

    NEW YORK, Nov. 03, 2022 (GLOBE NEWSWIRE) -- WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or “the Company”) today announced its results for the third quarter of fiscal 2022.

    “We are encouraged by early indicators that our data-informed approach to product development – focused on our core pillars of community, accountability, and coaching – is starting to yield positive results,” said Sima Sistani, the Company’s CEO. “With nearly 60 years of weight loss efficacy and a community of millions, we have a strong foundation on which to build a digital experience for the future.”

    Amy O’Keefe, the Company’s CFO, said, “Adjusted operating income in Q3 was ahead of our expectations, despite continued pressure on revenue from lower subscriber levels year-over-year and headwinds from foreign exchange. We are confident that we are taking appropriate actions to manage costs in this environment and we continue to generate strong cash flow from our subscription model.”

    Q3 2022 Consolidated Results

           % Change 
      Three Months Ended    Adjusted for 
      October 1, October 2,    Constant 
      2022  2021 % Change Currency(1) 
    (in millions except percentages and per share amounts)

    		        
    Subscription Revenues, net $220.7  $262.4 (15.9%) (11.6%)
    Product Sales and Other, net 29.0  31.1 (6.8%) (2.8%)
    Revenues, net $249.7  $293.5 (14.9%) (10.7%)
    Gross Profit $152.4  $178.0 (14.4%) (9.4%)
    Adjustments(1)        
    Net Restructuring Charges(2) 0.0  4.9    
    Adjusted Gross Profit(1) $152.4  $183.0 (16.7%) (11.8%)
    Operating (Loss) Income ($254.5) $79.7 (419.3%) (413.9%)
    Adjustments(1)        
    Franchise Rights Acquired Impairments 312.7   -    
    Net Restructuring Charges(2) 3.7  8.6    
    Adjusted Operating Income(1) $61.9  $88.4 (30.0%) (24.1%)
    Net (Loss) Income ($206.0) $46.3 (544.7%) (538.8%)
    EPS ($2.93) $0.65 (547.7%) (541.8%)


    Total Paid Weeks     		 51.9  60.1 (13.6%) N/A
    Digital(3) Paid Weeks 41.6  50.3 (17.3%) N/A
    Workshops + Digital(4) Paid Weeks 10.3  9.8 5.6% N/A
               
    End of Period Subscribers(5)   3.8  4.5 (15.0%) N/A
    Digital Subscribers 3.0  3.7 (17.7%) N/A
    Workshops + Digital Subscribers 0.7  0.8 (2.0%) 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)   See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on the Company’s previously disclosed 2022, 2021, and 2020 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, including Personal Coaching + Digital and 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 includes the provision of access to workshops for members who do not subscribe to commitment plans, including the Company’s “pay-as-you-go” members.
    (5)   “Subscribers” refers to Digital subscribers and Workshops + Digital subscribers who participate in recur bill programs in Company-owned operations.

     

    Q3 2022 Business and Financial Highlights

    • End of Period Subscribers in Q3 2022 were down 15.0% versus the prior year period, primarily driven by declines in the Digital business in all geographic markets. Q3 2022 End of Period Digital Subscribers decreased 17.7% versus the prior year period. Q3 2022 End of Period Workshops + Digital Subscribers decreased 2.0% versus the prior year period, substantially benefitting from the transition of former Digital 360 members from the Digital business to the Workshops + Digital business during Q2 and Q3 2022, as previously disclosed.

    • Total Paid Weeks in Q3 2022 were down 13.6% versus the prior year period, driven by declines in the Digital business in all geographic markets. Q3 2022 Digital Paid Weeks decreased 17.3% versus the prior year period. Q3 2022 Workshops + Digital Paid Weeks increased 5.6% versus the prior year period, substantially benefitting from the transition of former Digital 360 members from the Digital business to the Workshops + Digital business during Q2 and Q3 2022, as previously disclosed.

    • Revenues in Q3 2022 were $249.7 million. On a constant currency basis, Q3 2022 revenues decreased 10.7% versus the prior year period.

      • Subscription Revenues in Q3 2022 were $220.7 million. On a constant currency basis, these revenues decreased 11.6% versus the prior year period.

      • Product Sales and Other in Q3 2022 were $29.0 million. On a constant currency basis, these revenues decreased 2.8% versus the prior year period.

    • Gross Profit in Q3 2022 was $152.4 million, compared to $178.0 million in the prior year period. Adjusted gross profit in Q3 2022, which excluded the net impact of $0.0 million of restructuring charges, was $152.4 million. Adjusted gross profit in Q3 2021, which excluded the net impact of $4.9 million of restructuring charges, was $183.0 million.

      • Gross Margin in Q3 2022 was 61.0%, as compared to 60.7% in the prior year period. Adjusted gross margin in Q3 2022 was 61.0%, down 130 basis points from an adjusted gross margin of 62.3% in the prior year period, primarily driven by a mix shift to the Workshops + Digital business as well as a 50 basis point negative impact from foreign currency.

    • Non-Cash Intangible Impairment Charges: During Q3 2022, the Company identified several factors, including business performance, market capitalization, and interest rates, that indicated a triggering event for impairment testing. In Q3 2022, the Company recorded non-cash impairment charges of Franchise Rights Acquired totaling $312.7 million that included charges of $298.3 million, $13.3 million, and $1.1 million related to its U.S., Canada and New Zealand operations, respectively. The impairment charges were almost entirely driven by an increase in the Company’s weighted-average cost of capital, reflecting market factors including higher interest rates and the trading values of the Company’s equity and debt.

    • Operating Loss in Q3 2022 was $254.5 million, compared to operating income of $79.7 million in the prior year period. 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, down 30.0% versus adjusted operating income in the prior year period. Adjusted operating income in Q3 2021, which excluded the net impact of $8.6 million of restructuring charges, was $88.4 million.

    • Effective Tax Rate in Q3 2022 was 25.6%, compared to 22.4% in the prior year period.

    • Net Loss in Q3 2022 was $206.0 million compared to net income of $46.3 million in the prior year period.

    • Diluted Net Loss per share in Q3 2022 was $2.93 compared to earnings per fully diluted share (EPS) of $0.65 in the prior year period.

      • Certain items affect year-over-year comparability.
        • 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 negative net impact of restructuring charges.
        • Q3 2021 EPS was negatively impacted by $0.07 per fully diluted share in the aggregate due to the following items:
          • $0.09 per fully diluted share negative net impact of restructuring charges.
          • $0.02 per fully diluted share tax benefit due to the reversal of a valuation allowance related to certain net operating losses now expected to be realized.

    Other Items

    • Cash balance as of October 1, 2022 was $188.3 million. On that same date, the Company had no outstanding borrowings under its $175.0 million revolving credit facility.
    • 2022 Restructuring Plan: In connection with its previously announced 2022 restructuring plan, the Company recorded restructuring charges of $3.6 million in Q3 2022. The Company expects to record $10 million of restructuring charges in Q4 2022, increasing its full year estimate of restructuring charges to $33 million, up from its prior estimate of $27 million. The Company now expects annual run-rate savings to be $40 million, up from its prior estimate of over $35 million. In-year fiscal 2022 run-rate savings are expected to approach $20 million, consistent with the prior estimate.

    Full Year Fiscal 2022 Guidance

    The Company is revising its full year fiscal 2022 guidance, as follows:

    • Revenues are expected to be approximately $1.04 billion, reflecting greater pressure from foreign currency and lower subscriber levels. Prior revenue guidance was in the range of $1.05 billion to $1.09 billion.
    • GAAP diluted net loss per share expected to be in the range of ($3.16) to ($3.21), which incorporates a negative net impact of approximately $3.94 per diluted share from the Franchise Rights Acquired and Goodwill impairment charges described above or previously disclosed, estimated restructuring charges, and the benefit from Q2 2022 out-of-period income tax adjustments. Prior GAAP EPS guidance was in the range of $0.25 to $0.30 per fully diluted share, which incorporated the negative impact of approximately $0.55 per fully diluted share of estimated charges and the benefit from out-of-period income tax adjustments recorded in Q2 2022.

    Third Quarter 2022 Conference Call and Webcast
    The Company has scheduled a conference call today at 5:00 p.m. ET.  During the conference call, Sima Sistani, Chief Executive Officer, and Amy O’Keefe, Chief Financial Officer, will discuss the third quarter of fiscal 2022 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 profit margin, operating (loss) income, operating (loss) income 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 2022 to exclude (a) the impact of the impairment charges for our franchise rights acquired related to our United States, Canada and New Zealand units of account and (b) the net impact of (x) charges associated with our previously disclosed 2022 restructuring plan (the “2022 plan”) and (y) charges associated with our previously disclosed 2021 organizational restructuring plan (the “2021 plan”); (ii) the first nine months of fiscal 2022 to exclude (a) the impact of impairment charges for our franchise rights acquired related to our United States, Canada and New Zealand units of account and the impairment charge for our goodwill related to our 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 our previously disclosed 2020 organizational restructuring plan (the “2020 plan”); and (iii) the third quarter and first nine months of fiscal 2021 to exclude the net impact of (x) charges associated with the 2021 plan and (y) 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 2022, as excluding or adjusting for the impact of the franchise rights acquired impairments (or non-cash intangible impairment charges) and the net impact of restructuring charges; (ii) 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 (or non-cash intangible impairment charges) and the net impact of restructuring charges; and (iii) with respect to the adjustments for the third quarter and first nine months of fiscal 2021, as excluding or adjusting for 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 early extinguishment of debt with respect to the Company’s previously disclosed April 2021 debt refinancing and voluntary debt prepayments (“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.

    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 the world's leading commercial weight management program. For nearly six decades, we have inspired millions of people to adopt healthy habits for real life. Through our comprehensive tools, expert Coaches and community, members follow our proven, sustainable, science-based program focused on weight loss. 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, revenue and earnings guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects and the impact of the COVID-19 virus. 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 ongoing global outbreak of the COVID-19 virus on the Company’s business and liquidity and on the business and 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 the Company’s ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment; the ability to successfully implement strategic initiatives; the effectiveness and efficiency of the Company’s advertising and marketing programs, including the strength of its social media presence; the impact on the Company’s reputation of actions taken by its franchisees, licensees, suppliers and other partners; 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 expiration or early termination by the Company of leases; uncertainties related to a downturn in general economic conditions or consumer confidence, including the potential impact of political and social unrest, and the existing inflationary environment; 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; the seasonal nature of the Company’s 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 the Company’s 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 the war in Ukraine; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; the possibility that the interests of Artal Group S.A., the largest holder of the Company’s common stock and a shareholder with significant influence over the Company, will conflict with the Company’s interests or the interests of other holders of the Company’s common stock; 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 Securities and Exchange Commission. 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 United States Securities and Exchange Commission (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
         
      October 1, January 1,
       2022   2022 
    ASSETS    
    CURRENT ASSETS    
    Cash and cash equivalents $188,291  $153,794 
    Receivables (net of allowances: October 1, 2022 - $1,693 and January 1, 2022 - $1,726)  28,192   29,321 
    Inventories  26,394   30,566 
    Prepaid income taxes  14,721   30,478 
    Prepaid expenses and other current assets  32,161   27,014 
    TOTAL CURRENT ASSETS  289,759   271,173 
    Property and equipment, net  30,112   37,219 
    Operating lease assets  79,911   89,902 
    Franchise rights acquired  440,515   785,195 
    Goodwill  156,155   157,374 
    Other intangible assets, net  62,952   61,126 
    Deferred income taxes  15,772   11,259 
    Other noncurrent assets  17,659   15,686 
    TOTAL ASSETS $1,092,835  $1,428,934 
    LIABILITIES AND TOTAL DEFICIT    
    CURRENT LIABILITIES    
    Portion of operating lease liabilities due within one year $18,457  $20,297 
    Accounts payable  17,384   22,444 
    Salaries and wages payable  64,047   57,401 
    Accrued marketing and advertising  10,277   15,904 
    Accrued interest  10,848   5,085 
    Other accrued liabilities  37,318   45,728 
    Derivative payable  —   14,670 
    Income taxes payable  1,850   1,748 
    Deferred revenue  39,772   45,855 
    TOTAL CURRENT LIABILITIES  199,953   229,132 
    Long-term debt, net  1,421,239   1,418,104 
    Long-term operating lease liabilities  70,848   78,157 
    Deferred income taxes  58,293   157,718 
    Other  2,005   2,227 
    TOTAL LIABILITIES  1,752,338   1,885,338 
    TOTAL DEFICIT    
    Common stock, $0 par value; 1,000,000 shares authorized; 122,052 shares issued at October 1, 2022 and 122,052 shares issued at January 1, 2022  0   0 
    Treasury stock, at cost, 51,667 shares at October 1, 2022 and 51,988 shares at January 1, 2022  (3,106,098)  (3,120,149)
    Retained earnings  2,457,912   2,682,349 
    Accumulated other comprehensive loss  (11,317)  (18,604)
    TOTAL DEFICIT  (659,503)  (456,404)
    TOTAL LIABILITIES AND TOTAL DEFICIT $1,092,835  $1,428,934 
         
         


    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF NET INCOME
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
    UNAUDITED
          
       Three Months Ended
       October 1, October 2,
        2022  2021
    Subscription revenues, net (1) $220,746  $262,401
    Product sales and other, net (2)  28,972   31,096
     Revenues, net  249,718   293,497
    Cost of subscription revenues (3)  73,541   90,280
    Cost of product sales and other  23,826   25,180
     Cost of revenues  97,367   115,460
     Gross profit  152,351   178,037
    Marketing expenses  35,696   34,569
    Selling, general and administrative expenses  58,443   63,745
    Franchise rights acquired impairments  312,741   —
     Operating (loss) income  (254,529)  79,723
    Interest expense  20,912   19,283
    Other expense, net  1,344   764
     (Loss) income before income taxes  (276,785)  59,676
    (Benefit from) provision for income taxes  (70,749)  13,346
     Net (loss) income $(206,036) $46,330
          
    (Net loss) earnings per share    
     Basic $(2.93) $0.66
     Diluted $(2.93) $0.65
          
    Weighted average common shares outstanding:    
     Basic  70,383   69,875
     Diluted  70,383   70,860
          
          
      Note: Totals may not sum due to rounding.    
    (1) Consists of net “Digital Subscription Revenues” and net “Workshops + Digital Fees”. "Digital Subscription Revenues" consist of the fees associated with subscriptions for the Company’s Digital offerings, including Personal Coaching + Digital and 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.
    (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 and Workshops + Digital services.
          
     


    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF NET INCOME
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
    UNAUDITED
          
       Nine Months Ended
       October 1, October 2,
        2022  2021
    Subscription revenues, net (1) $718,122  $815,092
    Product sales and other, net (2)  98,810   121,580
     Revenues, net  816,932   936,672
    Cost of subscription revenues (3)  243,710   285,209
    Cost of product sales and other  77,811   93,965
     Cost of revenues  321,521   379,174
     Gross profit  495,411   557,498
    Marketing expenses  195,123   208,656
    Selling, general and administrative expenses  193,320   206,615
    Franchise rights acquired and goodwill impairments  339,161   —
     Operating (loss) income  (232,193)  142,227
    Interest expense  58,837   68,699
    Other expense, net  3,303   908
    Early extinguishment of debt  —   29,169
     (Loss) income before income taxes  (294,333)  43,451
    (Benefit from) provision for income taxes  (75,431)  6,488
     Net (loss) income  (218,902)  36,963
          
    (Net loss) earnings per share    
     Basic $(3.12) $0.53
     Diluted $(3.12) $0.52
          
    Weighted average common shares outstanding:    
     Basic  70,258   69,516
     Diluted  70,258   70,866
          
          
      Note: Totals may not sum due to rounding.    
    (1) Consists of net “Digital Subscription Revenues” and net “Workshops + Digital Fees”. "Digital Subscription Revenues" consist of the fees associated with subscriptions for the Company’s Digital offerings, including Personal Coaching + Digital and 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.
    (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 and Workshops + Digital services.
          
          



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (IN THOUSANDS)
    UNAUDITED
         
      Nine Months Ended
      October 1, October 2,
       2022   2021 
    Operating activities:    
    Net (loss) income $(218,902) $36,963 
    Adjustments to reconcile net (loss) income to cash provided by operating activities:    
    Depreciation and amortization  33,371   37,222 
    Amortization of deferred financing costs and debt discount  3,763   4,835 
    Impairment of franchise rights acquired and goodwill  339,161   — 
    Impairment of intangible and long-lived assets  2,088   421 
    Share-based compensation expense  10,362   16,596 
    Deferred tax benefit  (107,879)  (10,788)
    Allowance for doubtful accounts  54   (91)
    Reserve for inventory obsolescence  4,712   5,805 
    Foreign currency exchange rate loss  3,562   553 
    Early extinguishment of debt  —   29,169 
    Changes in cash due to:    
    Receivables  (9,760)  3,785 
    Inventories  (725)  8,390 
    Prepaid expenses  17,613   2,585 
    Accounts payable  (3,634)  (7,197)
    Accrued liabilities  15,390   4,440 
    Deferred revenue  (3,576)  208 
    Other long term assets and liabilities, net  (4,662)  (2,001)
    Income taxes  (392)  (5,522)
    Cash provided by operating activities  80,546   125,373 
    Investing activities:    
    Capital expenditures  (1,756)  (1,947)
    Capitalized software expenditures  (27,584)  (27,204)
    Cash paid for acquisitions  (4,350)  (12,833)
    Other items, net  (29)  (1,593)
    Cash used for investing activities  (33,719)  (43,577)
    Financing activities:    
    Net (payments) borrowings on revolver  —   — 
    Proceeds from long term debt  —   1,500,000 
    Financing costs and debt discount  —   (36,985)
    Payments on long-term debt  —   (1,511,500)
    Taxes paid related to net share settlement of equity awards  (1,938)  (5,328)
    Proceeds from stock options exercised  —   4,469 
    Cash paid for acquisitions  (113)  (6,450)
    Other items, net  (86)  (116)
    Cash used for financing activities  (2,137)  (55,910)
    Effect of exchange rate changes on cash and cash equivalents  (10,193)  (3,543)
    Net increase in cash and cash equivalents  34,497   22,343 
    Cash and cash equivalents, beginning of period  153,794   165,887 
    Cash and cash equivalents, end of period $188,291  $188,230 
         
         



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    OPERATIONAL STATISTICS
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
           
      Three Months Ended  
      October 1, October 2,  
      2022 2021 Variance
           
    Digital Paid Weeks (1)     
    North America26,274 31,980 (17.8%)
    CE 12,119 14,348 (15.5%)
    UK 2,295 3,034 (24.4%)
    Other (2)911 969 (6.0%)
    Total Digital Paid Weeks41,599 50,331 (17.3%)
           
    Workshops + Digital Paid Weeks (1)     
    North America7,753 7,337 5.7%
    CE 1,461 1,180 23.8%
    UK 924 993 (7.0%)
    Other (2)196 276 (28.8%)
    Total Workshops + Digital Paid Weeks10,334 9,786 5.6%
           
    Total Paid Weeks (1)     
    North America34,028 39,317 (13.5%)
    CE 13,580 15,529 (12.5%)
    UK 3,218 4,028 (20.1%)
    Other (2)1,107 1,244 (11.1%)
    Total Paid Weeks51,933 60,117 (13.6%)
           
    End of Period Digital Subscribers (3)     
    North America1,908 2,342 (18.5%)
    CE 898 1,063 (15.5%)
    UK 169 219 (23.0%)
    Other (2)71 77 (7.5%)
    Total End of Period Digital Subscribers3,046 3,701 (17.7%)
           
    End of Period Workshops + Digital Subscribers (3)     
    North America555 577 (3.7%)
    CE 112 92 21.0%
    UK 65 74 (11.1%)
    Other (2)15 20 (24.3%)
    Total End of Period Workshops + Digital Subscribers748 763 (2.0%)
           
    Total End of Period Subscribers (3)     
    North America2,464 2,919 (15.6%)
    CE 1,010 1,155 (12.6%)
    UK 234 293 (20.0%)
    Other (2)86 97 (11.0%)
    Total End of Period Subscribers3,794 4,464 (15.0%)
           
    _____
      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 (including Personal Coaching + Digital and 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 total “pay-as-you-go” weeks; and (iii) “Total Paid Weeks” is the sum of Digital Paid Weeks and Workshops + Digital Paid Weeks.
    (2) Represents Australia, New Zealand and emerging markets.     
    (3) 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 Personal Coaching + Digital and 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; and (iii) “End of Period Subscribers” is the sum of End of Period Digital Subscribers and End of Period Workshops + Digital Subscribers.
           
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    OPERATIONAL STATISTICS
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
           
      Nine Months Ended  
      October 1, October 2,  
      2022 2021 Variance
           
    Digital Paid Weeks (1)     
    North America87,743 99,638 (11.9%)
    CE 39,922 45,802 (12.8%)
    UK 7,417 9,896 (25.1%)
    Other (2)2,973 3,046 (2.4%)
    Total Digital Paid Weeks138,055 158,382 (12.8%)
           
    Workshops + Digital Paid Weeks (1)     
    North America22,724 21,155 7.4%
    CE 4,163 4,022 3.5%
    UK 2,725 3,050 (10.7%)
    Other (2)660 926 (28.8%)
    Total Workshops + Digital Paid Weeks30,271 29,152 3.8%
           
    Total Paid Weeks (1)     
    North America110,466 120,793 (8.5%)
    CE 44,085 49,824 (11.5%)
    UK 10,142 12,946 (21.7%)
    Other (2)3,633 3,972 (8.5%)
    Total Paid Weeks168,326 187,534 (10.2%)
           
    End of Period Digital Subscribers (3)     
    North America1,908 2,342 (18.5%)
    CE 898 1,063 (15.5%)
    UK 169 219 (23.0%)
    Other (2)71 77 (7.5%)
    Total End of Period Digital Subscribers3,046 3,701 (17.7%)
           
    End of Period Workshops + Digital Subscribers (3)     
    North America555 577 (3.7%)
    CE 112 92 21.0%
    UK 65 74 (11.1%)
    Other (2)15 20 (24.3%)
    Total End of Period Workshops + Digital Subscribers748 763 (2.0%)
           
    Total End of Period Subscribers (3)     
    North America2,464 2,919 (15.6%)
    CE 1,010 1,155 (12.6%)
    UK 234 293 (20.0%)
    Other (2)86 97 (11.0%)
    Total End of Period Subscribers3,794 4,464 (15.0%)
           
    _____
      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 (including Personal Coaching + Digital and 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 total “pay-as-you-go” weeks; and (iii) “Total Paid Weeks” is the sum of Digital Paid Weeks and Workshops + Digital Paid Weeks.
    (2) Represents Australia, New Zealand and emerging markets.     
    (3) 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 Personal Coaching + Digital and 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; and (iii) “End of Period Subscribers” is the sum of End of Period Digital Subscribers and End of Period Workshops + Digital Subscribers.
           
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                 
                 
              Q3 2022 Variance
                2022
            Constant
      Q3 2022 Q3 2021 2022
    		 Currency
        Currency Constant   vs vs
      GAAP Adjustment Currency GAAP 2021
    		 2021
    Selected Financial Data            
    Consolidated Company Revenues $249,718 $12,439 $262,157 $293,497 (14.9%) (10.7%)
    Consolidated Digital Subscription Revenues (1) $155,881 $9,015 $164,896 $195,288 (20.2%) (15.6%)
    Consolidated Workshops + Digital Fees (2) $64,865 $2,160 $67,025 $67,113 (3.3%) (0.1%)
    Consolidated Subscription Revenues (3) $220,746 $11,175 $231,921 $262,401 (15.9%) (11.6%)
    Consolidated Product Sales and Other (4) $28,972 $1,265 $30,237 $31,096 (6.8%) (2.8%)
                 
    North America            
    Digital Subscription Revenues (1) $102,735 $264 $102,999 $125,077 (17.9%) (17.7%)
    Workshops + Digital Fees (2) $52,113 $97 $52,210 $51,661 0.9% 1.1%
    Subscription Revenues (3) $154,848 $360 $155,208 $176,738 (12.4%) (12.2%)
    Product Sales and Other (4) $21,234 $43 $21,277 $21,059 0.8% 1.0%
    Total Revenues $176,082 $402 $176,484 $197,797 (11.0%) (10.8%)
                 
    CE            
    Digital Subscription Revenues (1) $43,638 $7,486 $51,124 $56,542 (22.8%) (9.6%)
    Workshops + Digital Fees (2) $7,586 $1,305 $8,891 $8,727 (13.1%) 1.9%
    Subscription Revenues (3) $51,224 $8,791 $60,015 $65,269 (21.5%) (8.0%)
    Product Sales and Other (4) $5,272 $922 $6,194 $6,664 (20.9%) (7.1%)
    Total Revenues $56,496 $9,713 $66,209 $71,933 (21.5%) (8.0%)
                 
    UK            
    Digital Subscription Revenues (1) $5,693 $974 $6,667 $9,007 (36.8%) (26.0%)
    Workshops + Digital Fees (2) $3,764 $644 $4,408 $4,528 (16.9%) (2.7%)
    Subscription Revenues (3) $9,457 $1,618 $11,075 $13,535 (30.1%) (18.2%)
    Product Sales and Other (4) $1,441 $244 $1,685 $2,131 (32.4%) (20.9%)
    Total Revenues $10,898 $1,861 $12,759 $15,666 (30.4%) (18.6%)
                 
    Other (5)            
    Digital Subscription Revenues (1) $3,815 $292 $4,107 $4,662 (18.2%) (11.9%)
    Workshops + Digital Fees (2) $1,402 $114 $1,516 $2,197 (36.2%) (31.0%)
    Subscription Revenues (3) $5,217 $405 $5,622 $6,859 (23.9%) (18.0%)
    Product Sales and Other (4) $1,025 $56 $1,081 $1,242 (17.5%) (13.0%)
    Total Revenues $6,242 $462 $6,704 $8,101 (22.9%) (17.2%)
                 
    _____
      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, including Personal Coaching + Digital and 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) “Subscription Revenues” equal “Digital Subscription Revenues" plus “Workshops + Digital Fees”.
    (4) “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 Other reportable segment, franchise fees with respect to commitment plans and royalties.
    (5) Represents Australia, New Zealand, emerging markets and franchise revenues.
     
     


    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                 
                 
              YTD 2022 Variance
                2022
            Constant
      YTD 2022 YTD 2021 2022 Currency
        Currency Constant   vs vs
      GAAP Adjustment Currency GAAP 2021 2021
    Selected Financial Data            
    Consolidated Company Revenues $816,932 $29,452 $846,384 $936,672 (12.8%) (9.6%)
    Consolidated Digital Subscription Revenues (1) $521,582 $21,571 $543,153 $606,687 (14.0%) (10.5%)
    Consolidated Workshops + Digital Fees (2) $196,540 $4,797 $201,337 $208,405 (5.7%) (3.4%)
    Consolidated Subscription Revenues (3) $718,122 $26,368 $744,490 $815,092 (11.9%) (8.7%)
    Consolidated Product Sales and Other (4) $98,810 $3,084 $101,894 $121,580 (18.7%) (16.2%)
                 
    North America            
    Digital Subscription Revenues (1) $342,489 $580 $343,069 $387,422 (11.6%) (11.4%)
    Workshops + Digital Fees (2) $155,558 $192 $155,750 $158,265 (1.7%) (1.6%)
    Subscription Revenues (3) $498,047 $773 $498,820 $545,687 (8.7%) (8.6%)
    Product Sales and Other (4) $70,363 $102 $70,465 $81,055 (13.2%) (13.1%)
    Total Revenues $568,410 $875 $569,285 $626,742 (9.3%) (9.2%)
                 
    CE            
    Digital Subscription Revenues (1) $145,920 $18,142 $164,062 $176,059 (17.1%) (6.8%)
    Workshops + Digital Fees (2) $23,599 $2,999 $26,598 $28,397 (16.9%) (6.3%)
    Subscription Revenues (3) $169,519 $21,142 $190,661 $204,456 (17.1%) (6.7%)
    Product Sales and Other (4) $19,621 $2,302 $21,923 $27,308 (28.1%) (19.7%)
    Total Revenues $189,140 $23,444 $212,584 $231,764 (18.4%) (8.3%)
                 
    UK            
    Digital Subscription Revenues (1) $20,106 $1,952 $22,058 $28,410 (29.2%) (22.4%)
    Workshops + Digital Fees (2) $12,482 $1,269 $13,751 $14,304 (12.7%) (3.9%)
    Subscription Revenues (3) $32,588 $3,220 $35,808 $42,714 (23.7%) (16.2%)
    Product Sales and Other (4) $5,506 $509 $6,015 $9,021 (39.0%) (33.3%)
    Total Revenues $38,094 $3,730 $41,824 $51,735 (26.4%) (19.2%)
                 
    Other (5)            
    Digital Subscription Revenues (1) $13,067 $897 $13,964 $14,796 (11.7%) (5.6%)
    Workshops + Digital Fees (2) $4,901 $336 $5,237 $7,439 (34.1%) (29.6%)
    Subscription Revenues (3) $17,968 $1,232 $19,200 $22,235 (19.2%) (13.6%)
    Product Sales and Other (4) $3,320 $172 $3,492 $4,196 (20.9%) (16.8%)
    Total Revenues $21,288 $1,404 $22,692 $26,431 (19.5%) (14.1%)
                 
    _____
      Note: Totals may not sum due to rounding.           
    (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, including Personal Coaching + Digital and 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) “Subscription Revenues” equal “Digital Subscription Revenues" plus “Workshops + Digital Fees”.
    (4) “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 Other reportable segment, franchise fees with respect to commitment plans and royalties.
    (5) Represents Australia, New Zealand, emerging markets and franchise revenues.
                 
                 



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                               
                               
              Q3 2022 Variance
                            2022 Constant Currency
                          2022   2022
      Q3 2022 Q3 2021   Adjusted   Adjusted
                Adjusted       2022 vs 2022 vs
            Currency
    		Constant Constant       vs 2021 vs 2021
      GAAP Adjustment Adjusted AdjustmentCurrency Currency GAAP Adjustment Adjusted 2021 Adjusted 2021 Adjusted
    Selected Financial Data                          
    Gross Profit $152,351  $6 (1)$152,357  $8,987 $161,338  $161,344  $178,037  $4,934 (5)$182,971  (14.4%) (16.7%) (9.4%) (11.8%)
    Gross Margin  61.0%    61.0%    61.5%  61.5%  60.7%    62.3%        
                               
    Selling, General and Administrative Expenses $58,443  $(3,654)(2)$54,789  $1,747 $60,190  $56,537  $63,745  $(3,704)(6)$60,041  (8.3%) (8.7%) (5.6%) (5.8%)
                               
    Operating (Loss) Income $(254,529) $316,401 (3)$61,872  $4,278 $(250,251)$67,061 (4)$79,723  $8,638 (7)$88,362  (419.3%) (30.0%) (413.9%) (24.1%)
    Operating (Loss) Income Margin  -101.9%    24.8%    -95.5%  25.6%  27.2%    30.1%        
                               
                               
    _____
      Note: Totals may not sum due to rounding.
                               
    (1)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.
    (2)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.
    (3)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.
    (4)Includes $913 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $13,312 and $1,138 related to its Canada and New Zealand operations, respectively.
    (5)Excludes the net impact of $5,620 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $686 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (6)Excludes $3,704 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (7)Excludes the net impact of (i) $5,620 of charges and $3,704 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 (ii) the reversal of $686 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, EXCEPT PERCENTAGES)
    UNAUDITED
                               
                               
              YTD 2022 Variance
                            2022 Constant Currency
                          2022   2022
      YTD 2022 YTD 2021   Adjusted   Adjusted
                Adjusted       2022 vs 2022 vs
             Currency Constant Constant       vs 2021 vs 2021
      GAAP Adjustment Adjusted  Adjustment Currency Currency GAAP Adjustment Adjusted 2021 Adjusted 2021 Adjusted
    Selected Financial Data                          
    Gross Profit $495,411  $3,853 (1)$499,264  $21,146 $516,557  $520,409  $557,498  $15,100 (5)$572,598  (11.1%) (12.8%) (7.3%) (9.1%)
    Gross Margin  60.6%    61.1%    61.0%  61.5%  59.5%    61.1%        
                               
    Selling, General and Administrative Expenses $193,320  $(18,507)(2)$174,813  $4,000 $197,320  $178,813  $206,615  $(4,266)(6)$202,349  (6.4%) (13.6%) (4.5%) (11.6%)
                               
    Operating (Loss) Income $(232,193)$361,521 (3)$129,328  $8,934 $(223,259)$140,422 (4)$142,227  $19,366 (7)$161,593  (263.3%) (20.0%) (257.0%) (13.1%)
    Operating (Loss) Income Margin  -28.4%    15.8%    -26.4%  16.6%  15.2%    17.3%        
                               
                               
                               
    ____
      Note: Totals may not sum due to rounding.                         
                               
    (1)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.
    (2)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.
    (3)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.
    (4)Includes $2,161 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $37,797 and $1,972 related to its Canada and New Zealand operations, respectively.
    (5)Excludes the net impact of $16,401 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $1,301 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (6)Excludes the net impact of $4,497 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $231 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (7)Excludes the net impact of (i) $16,401 of charges and $4,497 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 (ii) the reversal of $1,301 of charges and $231 of charges associated with the Company's previously disclosed 2020 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)
    UNAUDITED
               
               
       Three Months Ended  Nine Months Ended
       October 1, October 2,  October 1, October 2,
        2022   2021    2022   2021 
               
     Net (Loss) Income $(206,036) $46,330   $(218,902) $36,963 
     Interest  20,912   19,283    58,837   68,699 
     Taxes  (70,749)  13,346    (75,431)  6,488 
     Depreciation and Amortization  10,544   11,130    31,941   34,465 
     Stock-based Compensation  3,376   3,405    10,362   16,596 
     EBITDAS $(241,953) $93,494   $(193,193) $163,211 
     Franchise Rights Acquired and Goodwill Impairments  312,741 (1) -    339,161 (2) - 
     2022 Plan Restructuring Charges (3)  3,557   -    22,674   - 
     2021 Plan Restructuring Charges (4)  103   9,324    (198)  20,898 
     2020 Plan Restructuring Charges (5)  -   (686)   (116)  (1,532)
     Early Extinguishment of Debt (6)  -   -    -   29,169 
     Adjusted EBITDAS $74,448  $102,132   $168,328  $211,746 
               
               
     ________
      Note: Totals may not sum due to rounding.         
               
    (1)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.
    (2)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.
    (3)Charges associated with the Company's previously disclosed 2022 restructuring plan.     
    (4)Charges or the reversal of charges, as applicable, 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)Charges associated with the Company's previously disclosed April 2021 debt refinancing.     
               
               



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT RATIO)
    UNAUDITED
                  
                  
                  
                  
                  
              
                 Trailing Twelve
        Q4 2021 Q1 2022 Q2 2022 Q3 2022  Months
     Net Debt to Adjusted EBITDAS            
                  
     Net Income (Loss)  $29,929  $(8,243) $(4,623) $(206,036)  $(188,973)
     Interest   19,210   18,671   19,255   20,912    78,048 
     Taxes   3,285   (1,802)  (2,879)  (70,749)   (72,145)
     Depreciation and Amortization   11,017   10,759   10,637   10,544    42,957 
     Stock-based Compensation   4,752   4,700   2,286   3,376    15,114 
      EBITDAS $68,193  $24,085  $24,676  $(241,953)  $(124,999)
                  
                  
     Franchise Rights Acquired and Goodwill Impairments   –   –   26,420 (1) 312,741 (2)  339,161 
     2022 Plan Restructuring Charges (3)   –   –   19,117   3,557    22,674 
     2021 Plan Restructuring Charges (4)   636   265   (566)  103    438 
     2020 Plan Restructuring Charges (5)   (74)  (116)  –   –    (190)
     Early Extinguishment of Debt (6)   1,183   –   –   –    1,183 
      Adjusted EBITDAS $69,938  $24,234  $69,647  $74,448   $238,266 
                  
     Total Debt           $1,421,239 
     Less: Cash            188,291 
      Net Debt          $1,232,948 
      Net Debt to Adjusted EBITDAS          5.2 X
                  
                  
     _____
      Note: Totals may not sum due to rounding.          
                  
    (1)Impairment charges of the Company's franchise rights acquired of $24,485 and $834 related to its Canada and New Zealand operations, respectively, and an impairment charge of the Company's goodwill related to its Kurbo operations of $1,101.
    (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)Charges associated with the Company's previously disclosed 2022 restructuring plan.       
    (4)Charges or the reversal of charges, as applicable, 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)Charges associated with the Company's previously disclosed voluntary debt prepayments.      
                  
                  

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

    Media:
    Nicole Penn
    VP Corporate Communications
    nicole.penn@ww.com

     


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