• WW International, Inc. Announces Fourth Quarter and Full Year 2022 Results

    Source: Nasdaq GlobeNewswire / 06 Mar 2023 15:06:01   America/Chicago

    Fourth Quarter 2022

    • End of Period Subscribers of 3.5 million
    • Revenues of $223.9 million
    • Operating Loss of $50.8 million primarily due to $57.6 million in non-cash intangible impairment charges for Franchise Rights Acquired and Goodwill; Adjusted operating income of $24.2 million excluding the impact of such impairment charges and the net impact of restructuring charges

    Full Year Fiscal 2022

    • Revenues of $1.04 billion
    • Operating Loss of $283.0 million primarily due to $396.7 million in non-cash intangible impairment charges for Franchise Rights Acquired and Goodwill; Adjusted operating income of $153.5 million excluding the impact of such impairment charges and the net impact of restructuring charges

    Q1 2023 Guidance

    • Revenues are expected to be approximately $235.0 million
    • Operating Loss, which includes approximately $20.0 million in restructuring charges, is expected to be in the range of ($30.0) million to ($35.0) million

    NEW YORK, March 06, 2023 (GLOBE NEWSWIRE) -- WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) today announced its results for the fourth quarter and full year fiscal 2022.

    “It has been nearly one year since I joined WeightWatchers - a time of significant transition, rationalization, and bold moves throughout the organization. We ended 2022 with 3.5 million subscribers, ahead of our guidance, improving our position as we started the year,” said Sima Sistani, the Company’s CEO. “Our member engagement and satisfaction metrics are up, demonstrating that our initiatives to improve the experience and brand are having a positive impact. We expect performance trends to improve throughout the year as we benefit from our data-informed approach to member acquisition, increased efficiency from streamlined operations, and new product features to enhance the member experience. We look forward to upcoming launches focused on creating community, supporting members, and enabling key behaviors, as well as our entry into clinical weight management.”

    “Our efforts to streamline and centralize our operations are reading through into an improved cost basis for our business. We are confident that we will have the appropriate cost structure in place, along with ample liquidity, to support our product roadmap and our entrance into clinical weight management,” said Heather Stark, the Company’s Interim Principal Financial Officer. “While member signups are down year-over-year so far in 2023, that is a result of intentionally shifting a portion of our annual marketing spend from winter into the fall as we look to focus our spend alongside our digital product launches in the second half of the year, and ultimately return the Company to growth.”

    Q4 2022 Consolidated Results

         % Change
    		 % Change
    Adjusted for
    Constant
    Currency(1)
     Three Months Ended  
     December 31, January 1,  
     2022
    		 2022  
    (in millions except percentages and per share amounts)

    		       
    Subscription Revenues, net$200.9  $247.9 (19.0%) (15.6%)
    Product Sales and Other, net 23.0   27.8 (17.4%) (14.1%)
    Revenues, net$223.9  $275.8 (18.8%) (15.5%)
    Gross Profit$127.0  $168.9 (24.8%) (21.1%)
    Non-GAAP Adjustments(1)       
    Net Restructuring Charges(2) 3.1   0.3    
    Adjusted Gross Profit(1)$130.1  $169.2 (23.1%) (19.4%)
    Operating (Loss) Income($50.8) $54.1 (193.9%) (192.6%)
    Non-GAAP Adjustments(1)       
    Franchise Rights Acquired and Goodwill Impairments 57.6   -    
    Net Restructuring Charges(2) 17.4   0.6    
    Adjusted Operating Income(1)$24.2  $54.6 (55.8%) (50.2%)
    Net (Loss) Income($32.5) $29.9 (208.6%) (207.4%)
    EPS($0.46) $0.42 (208.7%) (207.5%)


    Total Paid Weeks    		 47.3   55.9 (15.3%) N/A
    Digital(3)Paid Weeks 37.8   45.8 (17.5%) N/A
    Workshops + Digital(4)Paid Weeks 9.6   10.1 (5.5%) N/A
    End of Period Subscribers(5) 3.5   4.2 (14.9%) N/A
    Digital Subscribers 2.8   3.4 (17.6%) N/A
    Workshops + Digital Subscribers 0.7   0.7 (2.3%) 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 2023, 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 recurring bill programs in Company-owned operations.
     

    Q4 2022 Business and Financial Highlights

    • End of Period Subscribers in Q4 2022 were down 14.9% versus the prior year period, primarily driven by declines in the Digital business in all geographic markets. Q4 2022 End of Period Digital Subscribers decreased 17.6% versus the prior year period. Q4 2022 End of Period Workshops + Digital Subscribers decreased 2.3% 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 Q4 2022 were down 15.3% versus the prior year period, driven by declines in the Digital business in all geographic markets. Q4 2022 Digital Paid Weeks decreased 17.5% versus the prior year period. Q4 2022 Workshops + Digital Paid Weeks decreased 5.5% 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 Q4 2022 were $223.9 million. On a constant currency basis, Q4 2022 revenues decreased 15.5% versus the prior year period.

      • Subscription Revenues in Q4 2022 were $200.9 million. On a constant currency basis, these revenues decreased 15.6% versus the prior year period.

      • Product Sales and Other in Q4 2022 were $23.0 million. On a constant currency basis, these revenues decreased 14.1% versus the prior year period.

    • Gross Profit in Q4 2022 was $127.0 million, compared to $168.9 million in the prior year period. Adjusted gross profit in Q4 2022, which excluded the net impact of $3.1 million of restructuring charges, was $130.1 million. Adjusted gross profit in Q4 2021, which excluded the net impact of $0.3 million of restructuring charges, was $169.2 million.

      • Gross Margin in Q4 2022 was 56.7%, as compared to 61.2% in the prior year period. Adjusted gross margin in Q4 2022 was 58.1%, down 320 basis points from an adjusted gross margin of 61.3% in the prior year period, primarily driven by a mix shift to the Workshops + Digital business and fixed cost deleverage in our Workshops + Digital business as well as a 40 basis point negative impact from foreign currency.

    • Non-Cash Intangible Impairment Charges: During Q4 2022, the Company identified several factors, including business performance, market capitalization, and interest rates, that indicated a triggering event for impairment testing.   In Q4 2022, the Company recorded non-cash impairment charges of Franchise Rights Acquired and Goodwill totaling $57.6 million that included charges of $25.7 million, $19.7 million, $8.3 million, $2.0 million, and $1.8 million related to its U.S., Canada, U.K., Republic of Ireland (Goodwill only), and Australia operations, respectively. The impairment charges were primarily 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 Q4 2022 was $50.8 million, compared to operating income of $54.1 million in the prior year period. Adjusted operating income in Q4 2022, which excluded the impact of non-cash intangible impairment charges totaling $57.6 million and the net impact of $17.4 million of restructuring charges, was $24.2 million. Adjusted operating income in Q4 2021, which excluded the net impact of $0.6 million of restructuring charges, was $54.6 million.

    • Income Tax in Q4 2022 was a benefit of $38.9 million, which reflected a legal entity restructuring that resulted in a reversal of certain deferred tax liabilities, partially offset by a tax expense from a valuation allowance established to offset certain deferred tax assets due to the uncertainty of realizing future tax benefits from interest expense carryforwards. In the prior year period, income tax expense was $3.3 million.

    • Net Loss in Q4 2022 was $32.5 million compared to net income of $29.9 million in the prior year period.

    • Diluted Net Loss per share in Q4 2022 was $0.46 compared to earnings per fully diluted share (EPS) of $0.42 in the prior year period.

      • Certain items affect year-over-year comparability.
        • Q4 2022 Diluted Net Loss per share incorporated the negative impact of $0.52 per diluted share in the aggregate due to the following items:
          • $0.63 per diluted share negative impact of non-cash intangible impairment charges for Franchise Rights Acquired and Goodwill.
          • $0.18 per diluted share negative net impact of restructuring charges.
          • $0.68 per diluted share positive tax impact of a legal entity restructuring that resulted in a reversal of certain deferred tax liabilities.
          • $0.38 per diluted share negative tax impact of establishing a valuation allowance to offset certain deferred tax assets due to the uncertainty of realizing future tax benefits from interest expense carryforwards.
        • Q4 2021 EPS was positively impacted by $0.07 per fully diluted share in the aggregate due to the following items:
          • $0.09 per fully diluted share positive impact of a state tax decrease on certain deferred income.
          • $0.01 per fully diluted share net negative impact of restructuring charges.
          • $0.01 per fully diluted share negative impact of early extinguishment of debt charges.

    Full Year 2022 Consolidated Results

         % Change
    		 % Change
    Adjusted for
    Constant
    Currency(1)
     Twelve Months Ended  
     December 31, January 1,  
      2022  2022  
    (in millions except percentages and per share amounts)

    		       
    Subscription Revenues, net$919.1  $1,063.0 (13.5%) (10.3%)
    Product Sales and Other, net 121.8   149.4 (18.5%) (15.8%)
    Revenues, net$1,040.9  $1,212.5 (14.2%) (11.0%)
    Gross Profit$622.4  $726.4 (14.3%) (10.5%)
    Non-GAAP Adjustments(1)       
    Net Restructuring Charges(2) 7.0   15.4    
    Adjusted Gross Profit(1)$629.4  $741.8 (15.2%) (11.5%)
    Operating (Loss) Income($283.0) $196.3 (244.2%) (239.2%)
    Non-GAAP Adjustments(1)       
    Franchise Rights Acquired and Goodwill Impairments 396.7   -    
    Net Restructuring Charges(2) 39.7   19.9    
    Adjusted Operating Income(1)$153.5  $216.2 (29.0%) (22.5%)
    Net (Loss) Income($251.4) $66.9 (475.8%) (466.0%)
    EPS($3.58) $0.95 (478.1%) (468.2%)


    Total Paid Weeks     		 215.7   243.4 (11.4%) N/A
    Digital(3) Paid Weeks 175.8   204.1 (13.9%) N/A
    Workshops + Digital(4) Paid Weeks 39.9   39.3 1.4% N/A
    End of Period Subscribers(5) 3.5   4.2 (14.9%) N/A
    Digital Subscribers 2.8   3.4 (17.6%) N/A
    Workshops + Digital Subscribers 0.7   0.7 (2.3%) 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 2023, 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 recurring bill programs in Company-owned operations.

    Full Year 2022 Business and Financial Highlights

    • Total Paid Weeks in fiscal 2022 were down 11.4% versus the prior year, driven by declines in the Digital business in all geographic markets. Fiscal 2022 Digital Paid Weeks decreased 13.9% versus the prior year. Fiscal 2022 Workshops + Digital Paid Weeks increased 1.4% versus the prior year, 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 fiscal 2022 were $1,040.9 million. On a constant currency basis, fiscal 2022 revenues decreased 11.0% versus the prior year.

      • Subscription Revenues in fiscal 2022 were $919.1 million. On a constant currency basis, these revenues decreased 10.3% versus the prior year.

      • Product Sales and Other in fiscal 2022 were $121.8 million. On a constant currency basis, these revenues decreased 15.8% versus the prior year.

    • Gross Profit in fiscal 2022 was $622.4 million, compared to $726.4 million in the prior year. Adjusted gross profit in fiscal 2022, which excluded the net impact of $7.0 million of restructuring charges, was $629.4 million. Adjusted gross profit in fiscal 2021, which excluded the net impact of $15.4 million of restructuring charges, was $741.8 million.

      • Gross Margin in fiscal 2022 was 59.8%, as compared to 59.9% in the prior year. Adjusted gross margin in fiscal 2022 was 60.5%, down 70 basis points from an adjusted gross margin of 61.2% in the prior year, primarily driven by a mix shift to the Workshops + Digital business as well as a 30 basis point negative impact from foreign currency.

    • Operating Loss in fiscal 2022 was $283.0 million, compared to operating income of $196.3 million in the prior year. Adjusted operating income in fiscal 2022, which excluded the impact of non-cash intangible impairment charges totaling $396.7 million and the net impact of $39.7 million of restructuring charges, was $153.5 million. Adjusted operating income in fiscal 2021, which excluded the net impact of $19.9 million of restructuring charges, was $216.2 million.

    • Income Tax in fiscal 2022 was a benefit of $114.4 million, which reflected franchise rights acquired and goodwill impairment charges and a legal entity restructuring that both resulted in a reversal of certain deferred tax liabilities, partially offset by a tax expense from a valuation allowance established to offset certain deferred tax assets due to the uncertainty of realizing future tax benefits from interest expense carryforwards. In the prior year, income tax expense was $9.8 million.

    • Net Loss in fiscal 2022 was $251.4 million compared to net income of $66.9 million in the prior year.

    • Diluted Net Loss per share in fiscal 2022 was $3.58 compared to earnings per fully diluted share (EPS) of $0.95 in the prior year.

      • Certain items affect year-over-year comparability.
        • Fiscal 2022 Diluted Net Loss per share incorporated the negative impact of $4.38 per diluted share in the aggregate due to the following items:
          • $4.28 per diluted share negative impact of non-cash intangible impairment charges for Franchise Rights Acquired and Goodwill.
          • $0.42 per diluted share negative net impact of restructuring charges.
          • $0.69 per diluted share positive tax impact of a legal entity restructuring that resulted in a reversal of certain deferred tax liabilities.
          • $0.39 per diluted share negative tax impact of establishing a valuation allowance to offset certain deferred tax assets due to the uncertainty of realizing future tax benefits from interest expense carryforwards.
          • $0.03 per diluted share tax benefit due to out-of-period income tax adjustments.
        • Fiscal 2021 EPS incorporated the negative impact by $0.42 per fully diluted share in the aggregate due to the following items:
          • $0.32 per fully diluted share aggregate negative impact from early extinguishment of debt charges, including those associated with the Company’s April 2021 debt refinancing.
          • $0.21 per fully diluted share net negative impact of restructuring charges.
          • $0.09 per fully diluted share positive impact of a state tax decrease on certain deferred income.
          • $0.02 per fully diluted share positive impact of tax benefits 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 December 31, 2022 was $178.3 million. On that same date, the Company had no outstanding borrowings under its revolving credit facility.
    • Restructuring:
      • 2023 Restructuring Plan: As previously announced, in December 2022 the Company resolved to centralize its global management of certain functions and systems, deprioritize and in some cases cease operations for certain non-strategic business lines, and continue the rationalization of its real estate portfolio. In connection with the 2023 Restructuring Plan, the Company anticipates recording restructuring charges which it currently estimates will range between $39.0 million to $46.0 million in the aggregate. The Company recorded $13.6 million of such restructuring charges in Q4 2022 and expects the majority of the remaining restructuring charges to be recorded within the first six months of fiscal 2023.
      • 2022 Restructuring Plan: In connection with its previously announced 2022 Restructuring Plan, the Company recorded restructuring charges of $4.5 million in Q4 2022 and $27.2 million in fiscal 2022.
    • As separately announced on March 6, 2023, the Company will acquire Sequence in a cash and equity transaction valued at $132.0 million, inclusive of a minimum of $26.0 million of Sequence’s cash. The effective net purchase price is $106.0 million. The transaction, which is subject to customary closing conditions, is expected to close during the second quarter of fiscal 2023.

    2023 Guidance

    The Company is providing the following Q1 2023 guidance:

    • Revenues are expected to be approximately $235.0 million.
    • Operating loss, which includes approximately $20.0 million in restructuring charges, is expected to be in the range of ($30.0) million to ($35.0) million.

    The Company is not providing full year 2023 guidance today given its anticipated acquisition of Sequence.

    Fourth Quarter and Full Year 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 Heather Stark, Interim Principal Financial Officer, will discuss the fourth quarter and full year 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 for full year fiscal 2022 results will also be available in the same location prior to the start of the webcast. A replay of the webcast will be available on this site for approximately 90 days.

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

    To supplement the Company's consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross margin, operating (loss) income, operating (loss) income margin, 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 fourth quarter and full year fiscal 2022 to exclude (a) the impact of impairment charges for the Company's franchise rights acquired related to its United States, Canada, United Kingdom, New Zealand and Australia units of account and impairment charges for the Company's goodwill related to its Republic of Ireland reporting unit and its wholly-owned subsidiary Kurbo, Inc. and (b) the net impact of (w) charges associated with the Company's previously disclosed 2023 restructuring plan (the “2023 plan”), (x) charges associated with the Company's previously disclosed 2022 restructuring plan (the “2022 plan”), (y) charges associated with the Company's previously disclosed 2021 organizational restructuring plan (the “2021 plan”) or the reversal of certain of the charges associated with the 2021 plan, as applicable, and (z) the reversal of certain of the charges associated with the Company's previously disclosed 2020 organizational restructuring plan (the “2020 plan”); and (ii) the fourth quarter and full year 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 fourth quarter and full year 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 (ii) with respect to the adjustments for the fourth quarter and full year 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 our proven, science-based, clinically effective weight loss and weight management program. For nearly six decades, we have inspired millions of people to adopt healthy habits for real life. We combine technology and community to help members reach and sustain their goals on our program. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.   

    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 operating loss guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: the impact of the COVID-19 pandemic on the Company's business and on the consumer environment and markets in which the Company operates; competition from other weight management and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company's failure to continue to retain and grow its subscriber base; the Company's ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to appeal to the market, or its ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment; the ability to successfully implement strategic initiatives; the Company's ability to transform its Workshops + Digital business strategy to meet the evolving needs of its members; the effectiveness and efficiency of the Company's advertising and marketing programs, including the strength of the Company's social media presence; the impact on the Company's reputation of actions taken by its franchisees, licensees, suppliers and other partners, including as a result of its proposed acquisition of Weekend Health, Inc., which is doing business as Sequence (“Weekend Health”) (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 recent chief executive officer transition; the inability to renew certain of the Company's licenses, or the inability to do so on terms that are favorable to the Company; the early termination by the Company of leases; uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment or the potential impact of political and social unrest; the Company's ability to successfully make acquisitions or enter into joint ventures or collaborations, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses, including with respect to Weekend Health; the seasonal nature of the Company's core business; the impact of events that discourage or impede people from gathering with others or impede accessing resources; the Company's failure to maintain effective internal control over financial reporting; the impact of the Company's substantial amount of debt, debt service obligations and debt covenants, and its exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company's debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company's technology or systems; the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the Company's ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; risks and uncertainties associated with the Company's international operations, including regulatory, economic, political, social, intellectual property, and foreign currency risks, which risks may be exacerbated as a result of the war in Ukraine; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; risks related to the Company's proposed Acquisition, including risks that the Company may not complete the Acquisition or that the Acquisition may not achieve its intended results; risks related to the Company's potential exposure to extensive and complex healthcare laws and regulations as a result of the proposed Acquisition; 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 SEC. 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
         
      December 31, January 1,
       2022   2022 
    ASSETS    
    CURRENT ASSETS    
    Cash and cash equivalents $178,326  $153,794 
    Receivables (net of allowances: December 31, 2022 - $976 and January 1, 2022 - $1,726)  24,273   29,321 
    Inventories  20,528   30,566 
    Prepaid income taxes  19,447   30,478 
    Prepaid expenses and other current assets  38,757   27,014 
    TOTAL CURRENT ASSETS  281,331   271,173 
    Property and equipment, net  28,229   37,219 
    Operating lease assets  75,696   89,902 
    Franchise rights acquired  386,745   785,195 
    Goodwill  155,998   157,374 
    Other intangible assets, net  63,306   61,126 
    Deferred income taxes  22,246   11,259 
    Other noncurrent assets  14,879   15,686 
    TOTAL ASSETS $1,028,430  $1,428,934 
    LIABILITIES AND TOTAL DEFICIT    
    CURRENT LIABILITIES    
    Portion of operating lease liabilities due within one year $17,955  $20,297 
    Accounts payable  18,890   22,444 
    Salaries and wages payable  72,577   57,401 
    Accrued marketing and advertising  17,927   15,904 
    Accrued interest  5,289   5,085 
    Other accrued liabilities  30,118   45,728 
    Derivative payable  —   14,670 
    Income taxes payable  1,646   1,748 
    Deferred revenue  32,156   45,855 
    TOTAL CURRENT LIABILITIES  196,558   229,132 
    Long-term debt, net  1,422,284   1,418,104 
    Long-term operating lease liabilities  68,099   78,157 
    Deferred income taxes  23,119   157,718 
    Other  2,185   2,227 
    TOTAL LIABILITIES  1,712,245   1,885,338 
         
    TOTAL DEFICIT    
    Common stock, $0 par value; 1,000,000 shares authorized; 122,052 shares issued at December 31, 2022 and 122,052 shares issued at January 1, 2022  0   0 
    Treasury stock, at cost, 51,496 shares at December 31, 2022 and 51,988 shares at January 1, 2022  (3,097,304)  (3,120,149)
    Retained earnings  2,418,959   2,682,349 
    Accumulated other comprehensive loss  (5,470)  (18,604)
    TOTAL DEFICIT  (683,815)  (456,404)
    TOTAL LIABILITIES AND TOTAL DEFICIT $1,028,430  $1,428,934 
         


    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    CONSOLIDATED STATEMENTS OF OPERATIONS 
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 
    UNAUDITED 
           
       Three Months Ended 
       December 31, January 1, 
        2022   2022 
    Subscription revenues, net (1) $200,933  $247,947 
    Product sales and other, net (2)  22,991   27,844 
     Revenues, net  223,924   275,791 
    Cost of subscription revenues (3)  77,817   84,855 
    Cost of product sales and other  19,117   22,079 
     Cost of revenues  96,934   106,934 
     Gross profit  126,990   168,857 
    Marketing expenses  49,660   52,801 
    Selling, general and administrative expenses  70,520   61,998 
    Franchise rights acquired and goodwill impairments  57,566   — 
     Operating (loss) income  (50,756)  54,058 
    Interest expense  22,304   19,210 
    Other (income) expense, net  (1,612)  451 
    Early extinguishment of debt  —   1,183 
     (Loss) income before income taxes  (71,448)  33,214 
    (Benefit from) provision for income taxes  (38,948)  3,285 
     Net (loss) income $(32,500) $29,929 
           
    (Net loss) earnings per share     
     Basic $(0.46) $0.43 
     Diluted $(0.46) $0.42 
           
    Weighted average common shares outstanding     
     Basic  70,509   70,011 
     Diluted  70,509   70,586 
           
           
    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 OPERATIONS 
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 
    UNAUDITED 
           
       Twelve Months Ended 
       December 31, January 1, 
        2022   2022 
    Subscription revenues, net (1) $919,055  $1,063,039 
    Product sales and other, net (2)  121,801   149,424 
     Revenues, net  1,040,856   1,212,463 
    Cost of subscription revenues (3)  321,528   370,064 
    Cost of product sales and other  96,928   116,044 
     Cost of revenues  418,456   486,108 
     Gross profit  622,400   726,355 
    Marketing expenses  244,783   261,457 
    Selling, general and administrative expenses  263,840   268,614 
    Franchise rights acquired and goodwill impairments  396,727   — 
     Operating (loss) income  (282,950)  196,284 
    Interest expense  81,141   87,909 
    Other expense, net  1,691   1,358 
    Early extinguishment of debt  —   30,352 
     (Loss) income before income taxes  (365,782)  76,665 
    (Benefit from) provision for income taxes  (114,379)  9,773 
     Net (loss) income $(251,403) $66,892 
           
    (Net loss) earnings per share     
     Basic $(3.58) $0.96 
     Diluted $(3.58) $0.95 
           
    Weighted average common shares outstanding     
     Basic  70,321   69,640 
     Diluted  70,321   70,744 
           
           
    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
         
      Twelve Months Ended
      December 31, January 1,
       2022   2022 
    Operating activities:    
    Net (loss) income $(251,403) $66,892 
    Adjustments to reconcile net (loss) income to cash provided by operating activities:    
    Depreciation and amortization  43,801   48,550 
    Amortization of deferred financing costs and debt discount  5,018   6,136 
    Impairment of franchise rights acquired and goodwill  396,727   — 
    Impairment of intangible and long-lived assets  3,455   521 
    Share-based compensation expense  12,957   21,348 
    Deferred tax benefit  (150,994)  (15,565)
    Allowance for doubtful accounts  (460)  (214)
    Reserve for inventory obsolescence  6,796   7,657 
    Foreign currency exchange rate loss  2,374   744 
    Early extinguishment of debt  —   30,352 
    Changes in cash due to:    
    Receivables  (7,558)  4,707 
    Inventories  3,733   1,816 
    Prepaid expenses  9,599   1,554 
    Accounts payable  (2,691)  373 
    Accrued liabilities  19,904   1,272 
    Deferred revenue  (11,733)  (3,886)
    Other long term assets and liabilities, net  (2,291)  (7,962)
    Income taxes  (588)  (7,014)
    Cash provided by operating activities  76,646   157,281 
    Investing activities:    
    Capital expenditures  (2,065)  (2,446)
    Capitalized software expenditures  (36,187)  (35,205)
    Cash paid for acquisitions  (4,350)  (12,836)
    Other items, net  (42)  (2,266)
    Cash used for investing activities  (42,644)  (52,753)
    Financing activities:    
    Net (payments) borrowings on revolver  —   — 
    Proceeds from long term debt  —   1,500,000 
    Financing costs and debt discount  —   (37,910)
    Payments on long-term debt  —   (1,564,000)
    Taxes paid related to net share settlement of equity awards  (2,197)  (7,494)
    Proceeds from stock options exercised  —   4,469 
    Cash paid for acquisitions  (2,413)  (6,450)
    Other items, net  (112)  (151)
    Cash used for financing activities  (4,722)  (111,536)
    Effect of exchange rate changes on cash and cash equivalents  (4,748)  (5,085)
    Net increase (decrease) in cash and cash equivalents  24,532   (12,093)
    Cash and cash equivalents, beginning of period  153,794   165,887 
    Cash and cash equivalents, end of period $178,326  $153,794 
         


    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    OPERATIONAL STATISTICS
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
          
     Three Months Ended  
     December 31, January 1, Variance
     2022 2022 
          
    Digital Paid Weeks (1)     
    North America23,714 28,681 (17.3%)
    CE11,095 13,523 (18.0%)
    UK2,019 2,545 (20.7%)
    Other (2)929 1,006 (7.7%)
    Total Digital Paid Weeks37,757 45,757 (17.5%)
          
    Workshops + Digital Paid Weeks (1)     
    North America7,178 7,528 (4.6%)
    CE1,395 1,440 (3.1%)
    UK813 927 (12.4%)
    Other (2)199 251 (20.9%)
    Total Workshops + Digital Paid Weeks9,585 10,146 (5.5%)
          
    Total Paid Weeks (1)     
    North America30,892 36,209 (14.7%)
    CE12,490 14,963 (16.5%)
    UK2,831 3,473 (18.5%)
    Other (2)1,128 1,257 (10.3%)
    Total Paid Weeks47,342 55,902 (15.3%)
          
    End of Period Digital Subscribers (3)     
    North America1,802 2,187 (17.6%)
    CE818 998 (18.1%)
    UK143 180 (20.3%)
    Other (2)72 76 (5.0%)
    Total End of Period Digital Subscribers2,836 3,441 (17.6%)
          
    End of Period Workshops + Digital Subscribers (3)     
    North America534 548 (2.5%)
    CE104 96 8.9%
    UK57 65 (13.4%)
    Other (2)15 18 (17.4%)
    Total End of Period Workshops + Digital Subscribers711 727 (2.3%)
          
    Total End of Period Subscribers (3)     
    North America2,337 2,735 (14.6%)
    CE922 1,094 (15.7%)
    UK200 245 (18.4%)
    Other (2)87 95 (7.5%)
    Total End of Period Subscribers3,546 4,169 (14.9%)
          
          
          
    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
          
     Twelve Months Ended  
     December 31, January 1, Variance
     2022 2022 
          
    Digital Paid Weeks (1)     
    North America111,457 128,319 (13.1%)
    CE51,017 59,325 (14.0%)
    UK9,436 12,442 (24.2%)
    Other (2)3,902 4,052 (3.7%)
    Total Digital Paid Weeks175,812 204,139 (13.9%)
          
    Workshops + Digital Paid Weeks (1)     
    North America29,902 28,682 4.3%
    CE5,558 5,461 1.8%
    UK3,537 3,977 (11.1%)
    Other (2)859 1,177 (27.1%)
    Total Workshops + Digital Paid Weeks39,856 39,298 1.4%
          
    Total Paid Weeks (1)     
    North America141,359 157,002 (10.0%)
    CE56,575 64,787 (12.7%)
    UK12,973 16,419 (21.0%)
    Other (2)4,760 5,229 (9.0%)
    Total Paid Weeks215,668 243,437 (11.4%)
          
    End of Period Digital Subscribers (3)     
    North America1,802 2,187 (17.6%)
    CE818 998 (18.1%)
    UK143 180 (20.3%)
    Other (2)72 76 (5.0%)
    Total End of Period Digital Subscribers2,836 3,441 (17.6%)
          
    End of Period Workshops + Digital Subscribers (3)     
    North America534 548 (2.5%)
    CE104 96 8.9%
    UK57 65 (13.4%)
    Other (2)15 18 (17.4%)
    Total End of Period Workshops + Digital Subscribers711 727 (2.3%)
          
    Total End of Period Subscribers (3)     
    North America2,337 2,735 (14.6%)
    CE922 1,094 (15.7%)
    UK200 245 (18.4%)
    Other (2)87 95 (7.5%)
    Total End of Period Subscribers3,546 4,169 (14.9%)
          
          
    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
                 
                 
              Q4 2022 Variance
                2022 
            Constant
      Q4 2022 Q4 2021 2022  Currency
        Currency Constant   vs vs
      GAAP Adjustment Currency GAAP 2021  2021 
    Selected Financial Data           
    Consolidated Company Revenues$223,924 $9,158 $233,082 $275,791 (18.8%) (15.5%)
    Consolidated Digital Subscription Revenues (1)$141,085 $6,567 $147,652 $181,486 (22.3%) (18.6%)
    Consolidated Workshops + Digital Fees (2)$59,847 $1,662 $61,509 $66,461 (10.0%) (7.5%)
    Consolidated Subscription Revenues (3)$200,933 $8,229 $209,161 $247,947 (19.0%) (15.6%)
    Consolidated Product Sales and Other (4)$22,991 $931 $23,922 $27,844 (17.4%) (14.1%)
                 
    North America           
    Digital Subscription Revenues (1)$93,659 $471 $94,130 $116,730 (19.8%) (19.4%)
    Workshops + Digital Fees (2)$48,558 $177 $48,735 $51,812 (6.3%) (5.9%)
    Subscription Revenues (3)$142,215 $649 $142,864 $168,542 (15.6%) (15.2%)
    Product Sales and Other (4)$16,258 $70 $16,328 $19,514 (16.7%) (16.3%)
    Total Revenues$158,473 $719 $159,192 $188,056 (15.7%) (15.3%)
                 
    CE            
    Digital Subscription Revenues (1)$38,670 $4,966 $43,636 $52,237 (26.0%) (16.5%)
    Workshops + Digital Fees (2)$6,694 $858 $7,552 $8,309 (19.4%) (9.1%)
    Subscription Revenues (3)$45,365 $5,824 $51,189 $60,546 (25.1%) (15.5%)
    Product Sales and Other (4)$4,625 $606 $5,231 $5,600 (17.4%) (6.6%)
    Total Revenues$49,989 $6,431 $56,420 $66,145 (24.4%) (14.7%)
                 
    UK            
    Digital Subscription Revenues (1)$5,315 $774 $6,089 $7,937 (33.0%) (23.3%)
    Workshops + Digital Fees (2)$3,331 $491 $3,822 $4,405 (24.4%) (13.2%)
    Subscription Revenues (3)$8,647 $1,265 $9,912 $12,342 (29.9%) (19.7%)
    Product Sales and Other (4)$1,255 $196 $1,451 $1,742 (28.0%) (16.7%)
    Total Revenues$9,901 $1,461 $11,362 $14,085 (29.7%) (19.3%)
                 
    Other (5)           
    Digital Subscription Revenues (1)$3,441 $356 $3,797 $4,582 (24.9%) (17.1%)
    Workshops + Digital Fees (2)$1,265 $134 $1,399 $1,935 (34.6%) (27.7%)
    Subscription Revenues (3)$4,706 $490 $5,196 $6,517 (27.8%) (20.3%)
    Product Sales and Other (4)$853 $58 $911 $988 (13.7%) (7.8%)
    Total Revenues$5,559 $548 $6,107 $7,505 (25.9%) (18.6%)
                 
                 
    Note: Totals may not sum due to rounding.           
    (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, 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
                 
              Full Year 2022 Variance
                2022 
            Constant
      Full Year 2022 Full Year 20212022  Currency
        Currency Constant   vs vs
      GAAP Adjustment Currency GAAP 2021  2021 
    Selected Financial Data           
    Consolidated Company Revenues$1,040,856 $38,611 $1,079,467 $1,212,463 (14.2%) (11.0%)
    Consolidated Digital Subscription Revenues (1)$662,668 $28,137 $690,805 $788,173 (15.9%) (12.4%)
    Consolidated Workshops + Digital Fees (2)$256,387 $6,458 $262,845 $274,866 (6.7%) (4.4%)
    Consolidated Subscription Revenues (3)$919,055 $34,595 $953,650 $1,063,039 (13.5%) (10.3%)
    Consolidated Product Sales and Other (4)$121,801 $4,015 $125,816 $149,424 (18.5%) (15.8%)
                 
    North America           
    Digital Subscription Revenues (1)$436,148 $1,051 $437,199 $504,152 (13.5%) (13.3%)
    Workshops + Digital Fees (2)$204,115 $371 $204,486 $210,076 (2.8%) (2.7%)
    Subscription Revenues (3)$640,263 $1,422 $641,685 $714,228 (10.4%) (10.2%)
    Product Sales and Other (4)$86,621 $172 $86,793 $100,569 (13.9%) (13.7%)
    Total Revenues$726,884 $1,594 $728,478 $814,797 (10.8%) (10.6%)
                 
    CE            
    Digital Subscription Revenues (1)$184,590 $23,109 $207,699 $228,296 (19.1%) (9.0%)
    Workshops + Digital Fees (2)$30,293 $3,858 $34,151 $36,707 (17.5%) (7.0%)
    Subscription Revenues (3)$214,883 $26,967 $241,850 $265,003 (18.9%) (8.7%)
    Product Sales and Other (4)$24,246 $2,908 $27,154 $32,907 (26.3%) (17.5%)
    Total Revenues$239,129 $29,874 $269,003 $297,910 (19.7%) (9.7%)
                 
    UK            
    Digital Subscription Revenues (1)$25,421 $2,726 $28,147 $36,347 (30.1%) (22.6%)
    Workshops + Digital Fees (2)$15,813 $1,759 $17,572 $18,709 (15.5%) (6.1%)
    Subscription Revenues (3)$41,234 $4,485 $45,719 $55,056 (25.1%) (17.0%)
    Product Sales and Other (4)$6,761 $705 $7,466 $10,764 (37.2%) (30.6%)
    Total Revenues$47,995 $5,191 $53,186 $65,820 (27.1%) (19.2%)
                 
    Other (5)           
    Digital Subscription Revenues (1)$16,509 $1,251 $17,760 $19,378 (14.8%) (8.3%)
    Workshops + Digital Fees (2)$6,166 $471 $6,637 $9,374 (34.2%) (29.2%)
    Subscription Revenues (3)$22,675 $1,723 $24,398 $28,752 (21.1%) (15.1%)
    Product Sales and Other (4)$4,173 $230 $4,403 $5,184 (19.5%) (15.1%)
    Total Revenues$26,848 $1,952 $28,800 $33,936 (20.9%) (15.1%)
                 
                 
    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
                               
                               
                               
              Q4 2022 Variance
                            2022 Constant Currency
                          2022    2022 
      Q4 2022 Q4 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$126,990  $3,128 (1)$130,118  $6,255 $133,245  $136,374  $168,857  $326 (5)$169,184  (24.8%) (23.1%) (21.1%) (19.4%)
    Gross Margin 56.7%    58.1%    57.2%  58.5%  61.2%    61.3%        
                               
    Selling, General and Administrative Expenses$70,520  $(14,223)(2)$56,297  $1,437 $71,957  $57,733  $61,998  $(235)(6)$61,763  13.7% (8.9%) 16.1% (6.5%)
                               
    Operating (Loss) Income$(50,756) $74,918 (3)$24,162  $724 $(50,032) $27,197 (4)$54,058  $562 (7)$54,620  (193.9%) (55.8%) (192.6%) (50.2%)
    Operating (Loss) Income Margin -22.7%    10.8%    -21.5%  11.7%  19.6%    19.8%        
                               
                               
    Note: Totals may not sum due to rounding.                  
                               
    (1)Excludes the net impact of $1,798 of charges associated with the Company's previously disclosed 2023 restructuring plan, $2,075 of charges associated with the Company's previously disclosed 2022 restructuring plan, the reversal of $132 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $613 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (2)Excludes the net impact of $11,810 of charges associated with the Company's previously disclosed 2023 restructuring plan, $2,432 of charges associated with the Company's previously disclosed 2022 restructuring plan, the reversal of $10 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $8 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (3)Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $25,739, $19,657, $8,275 and $1,872 related to its United States, Canada, United Kingdom and Australia units of account, respectively, and an impairment charge of the Company's goodwill related to its Republic of Ireland reporting unit of $2,023 and (ii) the net impact of (w) $1,798 of charges and $11,810 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (x) $2,075 of charges and $2,432 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (y) the reversal of $132 of charges and $10 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (z) the reversal of $613 of charges and $8 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.
    (4)Includes $2.311 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $19,657, $8,275 and $1,872 related to its Canada, United Kingdom and Australia units of account, respectively, and the impairment charge of the Company's goodwill related to its Republic of Ireland reporting unit of $2,023.
    (5)Excludes $326 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan.
    (6)Excludes the net impact of $309 of charges associated with the Company’s previously disclosed 2021 organizational restructuring plan and the reversal of $74 of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan.
    (7)Excludes the net impact of (i) $326 of charges and $309 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 $74 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
                               
              Full Year 2022 Variance
                            2022 Constant Currency
                          2022    2022 
      Full Year 2022 Full Year 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$622,400  $6,981 (1)$629,381  $27,402 $649,802  $656,783  $726,355  $15,426 (5)$741,782  (14.3%) (15.2%) (10.5%) (11.5%)
    Gross Margin 59.8%    60.5%    60.2%  60.8%  59.9%    61.2%        
                               
    Selling, General and Administrative Expenses$263,840  $(32,730)(2)$231,110  $5,437 $269,277  $236,547  $268,614  $(4,502)(6)$264,112  (1.8%) (12.5%) 0.2% (10.4%)
                               
    Operating (Loss) Income$(282,950)$436,438 (3)$153,488  $9,660 $(273,290)$167,620 (4)$196,284  $19,928 (7)$216,212  (244.2%) (29.0%) (239.2%) (22.5%)
    Operating (Loss) Income Margin -27.2%    14.7%    -25.3%  15.5%  16.2%    17.8%        
                               
                               
                               
    Note: Totals may not sum due to rounding.                 
                               
    (1)Excludes the net impact of $1,798 of charges associated with the Company's previously disclosed 2023 restructuring plan, $6,476 of charges associated with the Company's previously disclosed 2022 restructuring plan, the reversal of $564 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $729 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (2)Excludes the net impact of $11,810 of charges associated with the Company's previously disclosed 2023 restructuring plan, $20,705 of charges associated with the Company's previously disclosed 2022 restructuring plan, $223 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $8 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (3)Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $324,030, $57,454, $8,275, $1,972 and $1,872 related to its United States, Canada, United Kingdom, New Zealand and Australia units of account, respectively, and impairment charges of the Company's goodwill related to its Republic of Ireland reporting unit and its Kurbo operations of $2,023 and $1,101, respectively, and (ii) the net impact of (v) $1,798 of charges and $11,810 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, (w) $6,476 of charges and $20,705 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 $564 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues, (y) $223 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 $729 of charges and $8 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.
    (4)Includes $4,471 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $57,454, $8,275, $1,972 and $1,872 related to its Canada, United Kingdom, New Zealand and Australia units of account, respectively, and the impairment charge of the Company's goodwill related to its Republic of Ireland reporting unit of $2,023.
    (5)Excludes the net impact of $16,727 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 $4,807 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $305 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (7)Excludes the net impact of (i) $16,727 of charges and $4,807 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 $305 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  Twelve Months Ended
       December 31,  January 1,   December 31,  January 1,  
       2022  2022   2022  2022 
                   
     Net (Loss) Income$ (32,500) $ 29,929   $ (251,403) $ 66,892 
     Interest 22,304  19,210   81,141  87,909 
     Taxes (38,948) 3,285   (114,379) 9,773 
     Depreciation and Amortization10,407  11,017   42,348  45,482 
     Stock-based Compensation2,590  4,752   12,952  21,348 
     EBITDAS$ (36,147) $ 68,193   $ (229,341) $ 231,405 
     Franchise Rights Acquired and Goodwill Impairments57,566 (1)-   396,727 (2)- 
     2023 Plan Restructuring Charges (3)13,608  -   13,608  - 
     2022 Plan Restructuring Charges (4)4,507  -   27,181  - 
     2021 Plan Restructuring Charges (5)(142) 636   (341) 21,534 
     2020 Plan Restructuring Charges (6)(621) (74)  (737) (1,606)
     Early Extinguishment of Debt (7)-  1,183   -  30,352 
     Adjusted EBITDAS$ 38,771  $ 69,938   $ 207,097  $ 281,684 
                   
                   
     Note: Totals may not sum due to rounding.            
                   
    (1)Impairment charges of the Company's franchise rights acquired of $25,739, $19,657, $8,275 and $1,872 related to its United States, Canada, United Kingdom and Australia units of account, respectively, and an impairment charge of the Company's goodwill related to its Republic of Ireland reporting unit of $2,023.  
    (2)Impairment charges of the Company's franchise rights acquired of $324,030, $57,454, $8,275, $1,972 and $1,872 related to its United States, Canada, United Kingdom, New Zealand and Australia units of account, respectively, and impairment charges of the Company's goodwill related to its Republic of Ireland reporting unit and Kurbo operations of $2,023 and $1,101, respectively.  
    (3)Charges associated with the Company's previously disclosed 2023 restructuring plan.          
    (4)Charges associated with the Company's previously disclosed 2022 restructuring plan.          
    (5)Charges or the reversal of charges, as applicable, associated with the Company's previously disclosed 2021 organizational restructuring plan.  
    (6)The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.       
    (7)Charges associated with the Company's previously disclosed April 2021 debt refinancing and voluntary debt prepayments.          
                    



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT RATIO)
    UNAUDITED
             
                Trailing Twelve
       Q1 2022 Q2 2022 Q3 2022 Q4 2022  Months
     Net Debt to Adjusted EBITDAS          
                 
     Net Income (Loss)$(8,243) $(4,623) $(206,036) $(32,500)  $(251,403)
     Interest 18,671   19,255   20,912   22,304    81,141 
     Taxes  (1,802)  (2,879)  (70,749)  (38,948)   (114,379)
     Depreciation and Amortization 10,759   10,637   10,544   10,407    42,348 
     Stock-based Compensation 4,700   2,286   3,376   2,590    12,952 
      EBITDAS$24,085  $24,676  $(241,953) $(36,147)  $(229,341)
                 
                 
     Franchise Rights Acquired and Goodwill Impairments –   26,420 (1) 312,741 (2) 57,566 (3)  396,727 
     2023 Plan Restructuring Charges (4) –   –   –   13,608    13,608 
     2022 Plan Restructuring Charges (5) –   19,117   3,557   4,507    27,181 
     2021 Plan Restructuring Charges (6) 265   (566)  103   (142)   (341)
     2020 Plan Restructuring Charges (7) (116)  –   –   (621)   (737)
      Adjusted EBITDAS$24,234  $69,647  $74,448  $38,771   $207,097 
                 
     Total Debt         $1,422,284 
     Less: Cash          178,326 
      Net Debt         $1,243,958 
      Net Debt to Adjusted EBITDAS         6.0 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 units of account, 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 units of account, respectively.
    (3)Impairment charges of the Company's franchise rights acquired of $25,739, $19,657, $8,275 and $1,872 related to its United States, Canada, United Kingdom and Australia units of account, respectively, and an impairment charge of the Company's goodwill related to its Republic of Ireland reporting unit of $2,023.
    (4)Charges associated with the Company's previously disclosed 2023 restructuring plan.       
    (5)Charges associated with the Company's previously disclosed 2022 restructuring plan.       
    (6)Charges or the reversal of charges, as applicable, associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (7)The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.   


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

    Media:
    Kelsey Merkel
    kelsey.merkel@ww.com


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