• WW International, Inc. Announces Third Quarter 2024 Results

    Source: Nasdaq GlobeNewswire / 06 Nov 2024 06:00:01   America/Chicago

    • End of Period Subscribers of 3.7 million
    • Revenues of $192.9 million
    • Gross margin of 67.1%; adjusted gross margin of 69.1%
    • Operating Loss of $39.0 million; adjusted operating income of $35.7 million

    NEW YORK, Nov. 06, 2024 (GLOBE NEWSWIRE) -- WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or the “Company”) today announced its results for the third quarter of fiscal 2024.

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

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

    Q3 2024 Consolidated Results

                % Change
     Three Months Ended    Adjusted for
     September 28, September 30,    Constant
      2024   2023  % Change Currency(1)
    (in millions except percentages and per share amounts)

    		       
    Subscription Revenues, net$191.2  $203.5  (6.0%) (6.4%)
    Other Revenues, net(2) 1.6   11.4  (85.6%) (85.7%)
    Revenues, net$192.9  $214.9  (10.2%) (10.6%)
    Gross Profit$129.5  $141.8  (8.6%) (9.1%)
    Non-GAAP Adjustments(1)       
    Net Restructuring Charges(3) 3.8   0.4     
    Adjusted Gross Profit(1)$133.3  $142.2  (6.2%) (6.6%)
    Operating (Loss) Income($39.0) $30.6  100.0%* 100.0%*
    Non-GAAP Adjustments(1)       
    Franchise Rights Acquired Impairments 57.0   -     
    Net Restructuring Charges(3) 13.8   6.0     
    Former CEO Separation Expenses 3.9   -     
    Adjusted Operating Income(1)$35.7  $36.6  (2.5%) (4.2%)
    Net (Loss) Income($46.2) $43.7  100.0%* 100.0%*
    EPS($0.58) $0.54  100.0%* 100.0%*
    Non-GAAP Adjustments(1)       
    Franchise Rights Acquired Impairments 0.65   -     
    Net Restructuring Charges(3) 0.13   0.06     
    Former CEO Separation Expenses 0.04   -     
    Adjusted EPS(1)$0.24  $0.60  (60.6%) (61.7%)


    Total Paid Weeks     		 48.6   52.5  (7.4%) N/A
    Digital(4) Paid Weeks 40.4   42.8  (5.6%) N/A
    Workshops + Digital(5) Paid Weeks 7.2   9.1  (21.2%) N/A
    Clinical(6) Paid Weeks 1.0   0.5  91.3% N/A
                 
    End of Period Subscribers(7) 3.7   4.0  (8.8%) N/A
    Digital Subscribers 3.0   3.3  (7.3%) N/A
    Workshops + Digital Subscribers 0.5   0.7  (21.2%) N/A
    Clinical Subscribers 0.1   0.0  71.5% N/A
    ___________________________________
    Note: Totals may not sum due to rounding.
    *Note: Percentage in excess of 100.0% and not meaningful
    (1)   See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.
    (2)   “Other Revenues, net” (formerly known as “Product Sales and Other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues, net” included sales of consumer products.
    (3)   See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on the Company’s previously disclosed 2024, 2023, and 2022 restructuring plans, and the reversal of certain of the charges associated therewith.
    (4)   “Digital” refers to providing subscriptions to the Company’s digital product offerings.
    (5)   “Workshops + Digital” refers to providing subscriptions for unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings.
    (6)   “Clinical” refers to providing subscriptions to the Company’s clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence) combined with the Company’s digital subscription product offerings.
    (7)   “Subscribers” refers to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations.

     

    Q3 2024 Business and Financial Highlights

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

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

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

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

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

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

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

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

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

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

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

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

      • Additionally, certain other items affected year-over-year comparability:
        • In Q3 2024, $0.33 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2024 guidance.
        • In Q3 2023, $0.54 per diluted share positive tax impact arising from an unusually high negative annual effective tax rate as a result of a valuation allowance and small pretax loss reflected in the Company’s full year fiscal 2023 guidance.

    Other Items

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

    Full Year Fiscal 2024 Guidance

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

    • Year end total subscribers of at least 3.1 million;
    • Revenue of at least $770.0 million; and
    • Excluding non-cash intangible impairment charges and the net impact of restructuring charges (both of which include Q3 2024 charges), and the Q3 2024 former CEO separation expenses,
      • Adjusted operating income of at least $100.0 million; and
      • Adjusted EBITDAS of at least $150.0 million.

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

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

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

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

    To supplement the Company's consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross margin, operating (loss) income, operating (loss) income margin, diluted (net loss) earnings per share, and selling, general and administrative expenses are discussed both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect to (i) the third quarter of fiscal 2024 to exclude (x) the impact of impairment charges for the Company’s franchise rights acquired related to its United States and United Kingdom units of account, (y) the net impact of (a) charges associated with the Company's previously disclosed 2024 restructuring plan (the “2024 plan”), (b) charges associated with the Company's previously disclosed 2023 restructuring plan (the “2023 plan”) or the reversal of certain of the charges associated with the 2023 plan, as applicable and (c) the reversal of certain of the charges associated with the Company's previously disclosed 2022 restructuring plan (the “2022 plan”), and (z) the impact of certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer (“CEO”); (ii) the first nine months of fiscal 2024 to exclude (x) the impact of impairment charges for the Company's franchise rights acquired related to its United States, Australia, United Kingdom and New Zealand units of account, (y) the net impact of charges associated with the 2024 plan, the 2023 plan and the 2022 plan, and (z) the impact of certain non-recurring expenses in connection with the separation of the Company's former CEO; (iii) the third quarter of fiscal 2023 to exclude the net impact of charges associated with the 2023 plan and the reversal of certain of the charges associated with the 2022 plan; and (iv) the first nine months of fiscal 2023 to exclude (x) the net impact of (a) charges associated with the 2023 plan, (b) charges associated with the 2022 plan or the reversal of certain of the charges associated with the 2022 plan, as applicable, (c) charges associated with the Company's previously disclosed 2021 organizational restructuring plan (the “2021 plan”) or the reversal of certain of the charges associated with the 2021 plan, as applicable, and (d) the reversal of certain of the charges associated with the Company's previously disclosed 2020 organizational restructuring plan (the “2020 plan”), and (y) the impact of certain non-recurring transaction costs in connection with the acquisition of Sequence. The Company generally refers to such non-GAAP measures as excluding or adjusting for the impact of franchise rights acquired impairments, the net impact of restructuring charges, the impact of acquisition transaction costs, and the impact of former CEO separation expenses, as applicable. The Company also presents in the attachments to this release the non-GAAP financial measures: earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired and goodwill impairments, net restructuring charges, acquisition transaction costs and former CEO separation expenses (“Adjusted EBITDAS”); total debt less unamortized deferred financing costs, unamortized debt discount and cash on hand (i.e., net debt); and a net debt/Adjusted EBITDAS ratio. In addition, the Company presents certain of its financial results on a constant currency basis in addition to GAAP results. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. The Company calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates. A reconciliation of the forward-looking full year EBITDAS outlook to net income cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of the Company's control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

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

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

    This news release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management and health and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company's failure to continue to retain and grow its subscriber base; the Company’s ability to be a leader in the rapidly evolving and increasingly competitive clinical weight management and weight loss market; the Company's ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to appeal to the market, or its ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment; regulatory, reputational and other risks associated with the Company’s new compounded GLP-1 offering; the ability to successfully implement strategic initiatives; the Company’s ability to evolve its community offerings to meet the evolving tastes and preferences of its members; the effectiveness and efficiency of the Company's advertising and marketing programs, including the strength of the Company's social media presence; the impact on the Company's reputation of actions taken by its franchisees, licensees, suppliers, affiliated provider entities, PCs’ healthcare professionals, and other partners, including as a result of its acquisition of Weekend Health, Inc., doing business as Sequence (“Sequence”) (the “Acquisition”); the recognition of asset impairment charges; the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate the Company's workforce; the Company’s chief executive officer transition, and its ability to appoint a permanent chief executive officer with the required level of experience and expertise; the Company’s ability to successfully make acquisitions or enter into collaborations or joint ventures, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses, including with respect to Sequence; uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment, rising interest rates, the potential impact of political and social unrest and increased volatility in the credit and capital markets; the seasonal nature of the Company's business; the Company's failure to maintain effective internal control over financial reporting; the impact of events that impede accessing resources or discourage or impede people from gathering with others; the early termination by the Company of leases; the inability to renew certain of the Company's licenses, or the inability to do so on terms that are favorable to the Company; the impact of the Company's substantial amount of debt, debt service obligations and debt covenants, and its exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company's debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company's technology or systems; the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the Company’s ability to successfully integrate and use artificial intelligence in its business; the Company's ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; risks and uncertainties associated with the Company's international operations, including regulatory, economic, political, social, intellectual property, and foreign currency risks, which risks may be exacerbated as a result of war and terrorism; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations, including federal and state regulations relating to compounded medications; risks related to the Acquisition, including risks that the Acquisition may not achieve its intended results; risks related to the Company's exposure to extensive and complex healthcare laws and regulations as a result of the Acquisition; and other risks and uncertainties, including those detailed from time to time in the Company's periodic reports filed with the United States Securities and Exchange Commission (the “SEC”) (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com). You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com).

     

    For more information, contact:
    Investors:
    John Mills or Anna Kate Heller
    WeightWatchers@icrinc.com

    Media:
    Kelsey Merkel
    Communications@ww.com


      
     WW INTERNATIONAL, INC. AND SUBSIDIARIES
     CONSOLIDATED BALANCE SHEETS AT
     (IN THOUSANDS)
     UNAUDITED
          
       September 28, December 30,
        2024   2023 
    ASSETS    
    CURRENT ASSETS    
     Cash and cash equivalents $57,181  $109,366 
     Receivables (net of allowances: September 28, 2024 - $2,399 and December 30, 2023 - $1,041)  12,615   14,938 
     Prepaid income taxes  11,240   25,370 
     Prepaid marketing and advertising  3,390   10,149 
     Prepaid expenses and other current assets  16,802   19,651 
     TOTAL CURRENT ASSETS  101,228   179,474 
    Property and equipment, net  16,901   19,741 
    Operating lease assets  45,312   52,272 
    Franchise rights acquired  71,184   386,526 
    Goodwill  242,754   243,441 
    Other intangible assets, net  49,319   63,208 
    Deferred income taxes  17,309   19,683 
    Other noncurrent assets  18,346   17,685 
     TOTAL ASSETS $562,353  $982,030 
    LIABILITIES AND TOTAL DEFICIT    
    CURRENT LIABILITIES    
     Portion of operating lease liabilities due within one year $8,976  $9,613 
     Accounts payable  16,739   18,507 
     Salaries and wages payable  62,253   79,096 
     Accrued marketing and advertising  11,519   18,215 
     Accrued interest  17,478   5,346 
     Deferred acquisition payable  15,055   16,500 
     Other accrued liabilities  19,307   22,610 
     Income taxes payable  6,705   1,609 
     Deferred revenue  31,425   33,966 
     TOTAL CURRENT LIABILITIES  189,457   205,462 
    Long-term debt, net  1,429,598   1,426,464 
    Long-term operating lease liabilities  46,925   53,461 
    Deferred income taxes  23,467   41,994 
    Other   1,626   15,743 
     TOTAL LIABILITIES  1,691,073   1,743,124 
    TOTAL DEFICIT    
     Common stock, $0 par value; 1,000,000 shares authorized; 130,048 shares issued at September 28, 2024 and 130,048 shares issued at December 30, 2023  0   0 
     Treasury stock, at cost, 50,314 shares at September 28, 2024 and 50,859 shares at December 30, 2023  (3,039,309)  (3,064,628)
     Retained earnings  1,925,146   2,314,834 
     Accumulated other comprehensive loss  (14,557)  (11,300)
     TOTAL DEFICIT  (1,128,720)  (761,094)
     TOTAL LIABILITIES AND TOTAL DEFICIT $562,353  $982,030 
          



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
    UNAUDITED
           
        Three Months Ended
        September 28, September 30,
         2024   2023 
    Subscription revenues, net (1)  $191,248  $203,496 
    Other revenues, net (2)   1,639   11,375 
     Revenues, net   192,887   214,871 
    Cost of subscription revenues (3)   63,329   67,080 
    Cost of other revenues   62   6,036 
     Cost of revenues   63,391   73,116 
     Gross profit   129,496   141,755 
    Marketing expenses   44,402   48,114 
    Selling, general and administrative expenses   67,094   63,034 
    Franchise rights acquired impairments   57,045   — 
     Operating (loss) income   (39,045)  30,607 
    Interest expense   28,619   24,508 
    Other expense, net   5,870   815 
     (Loss) income before income taxes   (73,534)  5,284 
    Benefit from income taxes   (27,342)  (38,447)
     Net (loss) income  $(46,192) $43,731 
           
    (Net loss) earnings per share     
     Basic  $(0.58) $0.55 
     Diluted  $(0.58) $0.54 
           
    Weighted average common shares outstanding     
     Basic   79,732   78,979 
     Diluted   79,732   80,638 
           
    ____     
    Note: Totals may not sum due to rounding.     
    (1) “Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings.
    (2) “Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products.
    (3) “Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company's Digital, Workshops + Digital and Clinical services.
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
    UNAUDITED
           
        Nine Months Ended
        September 28, September 30,
         2024   2023 
    Subscription revenues, net (1)  $595,260  $626,667 
    Other revenues, net (2)   6,248   56,927 
     Revenues, net   601,508   683,594 
    Cost of subscription revenues (3)   195,168   233,354 
    Cost of other revenues   1,750   45,794 
     Cost of revenues   196,918   279,148 
     Gross profit   404,590   404,446 
    Marketing expenses   188,260   187,468 
    Selling, general and administrative expenses   173,741   188,638 
    Franchise rights acquired impairments   315,033   — 
     Operating (loss) income   (272,444)  28,340 
    Interest expense   81,923   71,429 
    Other expense (income), net   4,187   (36)
     Loss before income taxes   (358,554)  (43,053)
    Provision for (benefit from) income taxes   12,270   (18,933)
     Net loss  $(370,824) $(24,120)
           
    Net loss per share     
     Basic  $(4.67) $(0.32)
     Diluted  $(4.67) $(0.32)
           
    Weighted average common shares outstanding     
     Basic   79,474   75,861 
     Diluted   79,474   75,861 
           
    ____     
    Note: Totals may not sum due to rounding.     
    (1) “Subscription revenues, net” consist of net “Digital Subscription Revenues”, net “Workshops + Digital Subscription Revenues” and net “Clinical Subscription Revenues”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings. “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings. “Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings.
    (2) “Other revenues, net” (formerly known as “product sales and other, net”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other revenues, net” included sales of consumer products.
    (3) “Cost of subscription revenues” consists of cost of revenues and operating expenses for the Company's Digital, Workshops + Digital and Clinical services.
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (IN THOUSANDS)
    UNAUDITED
          
       Nine Months Ended
       September 28, September 30,
        2024   2023 
    Operating activities:    
     Net loss $(370,824) $(24,120)
     Adjustments to reconcile net loss to cash used for operating activities:    
     Depreciation and amortization  29,103   39,805 
     Amortization of deferred financing costs and debt discount  3,763   3,763 
     Impairment of franchise rights acquired  315,033   — 
     Impairment of intangible and long-lived assets  297   197 
     Share-based compensation expense  7,059   12,838 
     Deferred tax benefit  (15,905)  (7,449)
     Allowance for doubtful accounts  12,296   407 
     Reserve for inventory obsolescence  75   1,897 
     Foreign currency exchange rate loss (gain)  1,902   (31)
     Changes in cash due to:    
     Receivables  4,675   9,117 
     Inventories  97   9,009 
     Prepaid expenses  19,754   (27,301)
     Accounts payable  (1,718)  1,221 
     Accrued liabilities  (14,551)  (17,010)
     Deferred revenue  (2,745)  309 
     Other long term assets and liabilities, net  (15,334)  (2,701)
     Income taxes  5,576   (1,104)
     Cash used for operating activities  (21,447)  (1,153)
    Investing activities:    
     Capital expenditures  (598)  (2,143)
     Capitalized software and website development expenditures  (12,620)  (26,190)
     Cash paid for acquisitions, net of cash acquired  —   (38,362)
     Other items, net  (5)  (14)
     Cash used for investing activities  (13,223)  (66,709)
    Financing activities:    
     Taxes paid related to net share settlement of equity awards  (631)  (1,417)
     Proceeds from stock options exercised  —   710 
     Cash paid for acquisitions  (16,500)  (1,178)
     Other items, net  (4)  (43)
     Cash used for financing activities  (17,135)  (1,928)
    Effect of exchange rate changes on cash and cash equivalents  (380)  (1,038)
    Net decrease in cash and cash equivalents  (52,185)  (70,828)
    Cash and cash equivalents, beginning of period  109,366   178,326 
    Cash and cash equivalents, end of period $57,181  $107,498 
          



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    OPERATIONAL STATISTICS
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
            
      Three Months Ended   
      September 28, September 30,   
      2024 2023 Variance
           
    Paid Weeks (1)     
    Digital Paid Weeks40,397 42,810 (5.6%)
    Workshops + Digital Paid Weeks7,202 9,133 (21.2%)
    Clinical Paid Weeks1,022 534 91.3%
    Total Paid Weeks48,621 52,478 (7.4%)
           
    End of Period Subscribers (2)     
    End of Period Digital Subscribers3,043 3,284 (7.3%)
    End of Period Workshops + Digital Subscribers546 693 (21.2%)
    End of Period Clinical Subscribers78 45 71.5%
    Total End of Period Subscribers3,667 4,022 (8.8%)
            
    ____       
    Note: Totals may not sum due to rounding.      
    (1) The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for combined Clinical and Digital offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks.
    (2) The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of subscribers that have access to combined Clinical and Digital offerings; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers.
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    OPERATIONAL STATISTICS
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
           
      Nine Months Ended  
      September 28, September 30,   
      2024 2023 Variance
           
    Paid Weeks (1)     
    Digital Paid Weeks124,695 126,858 (1.7%)
    Workshops + Digital Paid Weeks23,308 29,039 (19.7%)
    Clinical Paid Weeks3,144 889 253.6%
    Total Paid Weeks151,147 156,786 (3.6%)
           
    End of Period Subscribers (2)     
    End of Period Digital Subscribers3,043 3,284 (7.3%)
    End of Period Workshops + Digital Subscribers546 693 (21.2%)
    End of Period Clinical Subscribers78 45 71.5%
    Total End of Period Subscribers3,667 4,022 (8.8%)
           
    ____      
    Note: Totals may not sum due to rounding.     
    (1) The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for combined workshops and Digital offerings; (iii) “Clinical Paid Weeks” is the total paid subscription weeks for combined Clinical and Digital offerings; and (iv) “Total Paid Weeks” is the sum of Digital Paid Weeks, Workshops + Digital Paid Weeks and Clinical Paid Weeks.
    (2) The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of subscribers that have access to combined workshops and Digital offerings; (iii) “End of Period Clinical Subscribers” is the total number of subscribers that have access to combined Clinical and Digital offerings; and (iv) “End of Period Subscribers” is the sum of End of Period Digital Subscribers, End of Period Workshops + Digital Subscribers and End of Period Clinical Subscribers.
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                
             Q3 2024 Variance
               2024 
           Constant
     Q3 2024 Q3 2023 2024  Currency
       Currency Constant   vs vs
     GAAP Adjustment Currency GAAP 2023  2023 
                
    Selected Financial Data           
    Total Revenues$192,887 $(710) $192,177 $214,871 (10.2%) (10.6%)
    Digital Subscription Revenues (1)$127,179 $(571) $126,608 $140,889 (9.7%) (10.1%)
    Workshops + Digital Subscription Revenues (2)$45,015 $(121) $44,894 $52,618 (14.4%) (14.7%)
    Clinical Subscription Revenues (3)$19,054 $—  $19,054 $9,989 90.7% 90.7%
    Subscription Revenues (4)$191,248 $(693) $190,555 $203,496 (6.0%) (6.4%)
    Other Revenues (5)$1,639 $(17) $1,622 $11,375 (85.6%) (85.7%)
                
    ____           
    Note: Totals may not sum due to rounding.           
    (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings.
    (2) “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings.
    (3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings.
    (4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”.
    (5) “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products.
     



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                
             YTD 2024 Variance
               2024
           Constant
     YTD 2024 YTD 2023 2024 Currency
       Currency Constant   vs vs
     GAAP Adjustment Currency GAAP 2023 2023
                
    Selected Financial Data           
    Total Revenues$601,508 $(840) $600,668 $683,594 (12.0%) (12.1%)
    Digital Subscription Revenues (1)$399,364 $(614) $398,750 $437,613 (8.7%) (8.9%)
    Workshops + Digital Subscription Revenues (2)$138,367 $(206) $138,161 $171,473 (19.3%) (19.4%)
    Clinical Subscription Revenues (3)$57,529 $—  $57,529 $17,581 227.2% 227.2%
    Subscription Revenues (4)$595,260 $(820) $594,440 $626,667 (5.0%) (5.1%)
    Other Revenues (5)$6,248 $(20) $6,228 $56,927 (89.0%) (89.1%)
                
    ____           
    Note: Totals may not sum due to rounding.           
    (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings.
    (2) “Workshops + Digital Subscription Revenues” consist of the fees associated with subscriptions for combined workshops and Digital offerings.
    (3) “Clinical Subscription Revenues” consist of the fees associated with subscriptions for combined Clinical and Digital offerings.
    (4) “Subscription Revenues” equal “Digital Subscription Revenues” plus “Workshops + Digital Subscription Revenues” plus “Clinical Subscription Revenues”.
    (5) “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing and publishing, franchise fees with respect to commitment plans and royalties, and other revenues. Prior to fiscal 2024, “Other Revenues” included sales of consumer products.
     



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
    UNAUDITED
                              
                       Q3 2024 Variance
                           2024 Constant Currency
                         2024   2024
     Q3 2024 Q3 2023   Adjusted   Adjusted
               Adjusted       2024 vs 2024 vs
           Currency Constant Constant       vs 2023 vs 2023
     GAAP Adjustment Adjusted Adjustment Currency Currency GAAP Adjustment Adjusted 2023 Adjusted 2023 Adjusted
                              
    Selected Financial Data                         
    Gross Profit$129,496 $3,820(1)$133,316 $(598) $128,898 $132,718 $141,755 $398(11)$142,153 (8.6%) (6.2%) (9.1%) (6.6%)
    Gross Margin67.1%   69.1%   67.1% 69.1% 66.0%   66.2%        
                              
    Selling, General and Administrative Expenses$67,094 $(13,844)(2)$53,250 $(63) $67,031 $53,186 $63,034 $(5,577)(12)$57,457 6.4% (7.3%) 6.3% (7.4%)
                              
    Operating (Loss) Income$(39,045) $74,709(3)$35,664 $(457) $(39,502) $35,033(7)$30,607 $5,975(13)$36,582 (227.6%) (2.5%) (229.1%) (4.2%)
    Operating (Loss) Income Margin(20.2%)   18.5%   (20.6%) 18.2% 14.2%   17.0%        
                              
    Benefit from Income Taxes$(27,342) $9,694(4)$(17,648) $(118) $(27,460) $(17,789)(8)$(38,447) $1,496(14)$(36,951) (28.9%) (52.2%) (28.6%) (51.9%)
                              
    Net (Loss) Income$(46,192) $65,015(5)$18,823 $(339) $(46,531) $18,333(9)$43,731 $4,479(15)$48,210 (205.6%) (61.0%) (206.4%) (62.0%)
                              
    Diluted (Net Loss) Earnings Per Share$(0.58) $0.82(6)$0.24 $(0.00) $(0.58) $0.23(10)$0.54 $0.06(16)$0.60 (206.8%) (60.6%) (207.6%) (61.6%)
                              
    ____                         
    Note: Totals may not sum due to rounding.
    (1) Excludes the net impact of $2,450 of charges associated with the Company's previously disclosed 2024 restructuring plan and $1,370 of charges associated with the Company's previously disclosed 2023 restructuring plan.
    (2) Excludes the net impact of $12,362 of charges associated with the Company's previously disclosed 2024 restructuring plan, the reversal of $2,119 of charges associated with the Company's previously disclosed 2023 restructuring plan and the reversal of $257 of charges associated with the Company's previously disclosed 2022 restructuring plan, and the impact of $3,858 of former CEO separation expenses.
    (3) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $54,295 and $2,750 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $2,450 of charges and $12,362 of charges associated with the Company's previously disclosed 2024 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) $1,370 of charges and the reversal of $2,119 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (c) the reversal of $257 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to selling, general and administrative expenses, and (iii) the impact of $3,858 of former CEO separation expenses recorded to selling, general and administrative expenses.
    (4) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $4,593 and $688 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $3,700 of charges associated with the Company's previously disclosed 2024 restructuring plan, (b) the reversal of $187 of charges associated with the Company's previously disclosed 2023 restructuring plan and (c) the reversal of $64 of charges associated with the Company's previously disclosed 2022 restructuring plan, and (iii) the impact of $964 of former CEO separation expenses.
    (5) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $49,702 and $2,062 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $11,112 of charges associated with the Company's previously disclosed 2024 restructuring plan, (b) the reversal of $562 of charges associated with the Company's previously disclosed 2023 restructuring plan and (c) the reversal of $193 of charges associated with the Company's previously disclosed 2022 restructuring plan, and (iii) the impact of $2,894 of former CEO separation expenses.
    (6) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $0.62 and $0.03 related to its United States and United Kingdom units of account, respectively, (ii) the net impact of (a) $0.14 of charges associated with the Company's previously disclosed 2024 restructuring plan, (b) the reversal of $0.01 of charges associated with the Company's previously disclosed 2023 restructuring plan and (c) the reversal of $0.00 of charges associated with the Company's previously disclosed 2022 restructuring plan, and (iii) the impact of $0.04 of former CEO separation expenses.
    (7) Includes $(174) of currency adjustment associated with the impairment charge of the Company's franchise rights acquired of $2,750 related to its United Kingdom unit of account.
    (8) Includes $(23) of currency adjustment associated with the impairment charge of the Company's franchise rights acquired of $2,750 related to its United Kingdom unit of account.
    (9) Includes $(151) of currency adjustment associated with the impairment charge of the Company's franchise rights acquired of $2,750 related to its United Kingdom unit of account.
    (10) Includes $(0.01) of currency adjustment associated with the impairment charge of the Company's franchise rights acquired of $2,750 related to its United Kingdom unit of account.
    (11) Excludes the net impact of $444 of charges associated with the Company's previously disclosed 2023 restructuring plan and the reversal of $46 of charges associated with the Company's previously disclosed 2022 restructuring plan.
    (12) Excludes the net impact of $5,743 of charges associated with the Company's previously disclosed 2023 restructuring plan and the reversal of $166 of charges associated with the Company's previously disclosed 2022 restructuring plan.
    (13) Excludes the net impact of (a) $444 of charges and $5,743 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (b) the reversal of $46 of charges and the reversal of $166 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively.
    (14) Excludes the net impact of $1,549 of charges associated with the Company's previously disclosed 2023 restructuring plan and the reversal of $53 of charges associated with the Company's previously disclosed 2022 restructuring plan.
    (15) Excludes the net impact of $4,638 of charges associated with the Company's previously disclosed 2023 restructuring plan and the reversal of $159 of charges associated with the Company's previously disclosed 2022 restructuring plan.
    (16) Excludes the net impact of $0.06 of charges associated with the Company's previously disclosed 2023 restructuring plan and the reversal of $0.00 of charges associated with the Company's previously disclosed 2022 restructuring plan.
                



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES AND PER SHARE AMOUNTS)
    UNAUDITED
                              
                       YTD 2024 Variance
                           2024 Constant Currency
                         2024   2024
     YTD 2024 YTD 2023   Adjusted   Adjusted
               Adjusted       2024 vs 2024 vs
           Currency Constant Constant       vs 2023 vs 2023
     GAAP Adjustment Adjusted Adjustment Currency Currency GAAP Adjustment Adjusted 2023 Adjusted 2023 Adjusted
                              
    Selected Financial Data                         
    Gross Profit$404,590 $6,173(1)$410,763 $(668) $403,922 $410,095 $404,446 $19,675(10)$424,121 0.0% (3.1%) (0.1%) (3.3%)
    Gross Margin 67.3%    68.3%    67.2%  68.3%  59.2%    62.0%        
                              
    Selling, General and Administrative Expenses$173,741 $(19,207)(2)$154,534 $(120) $173,621 $154,414 $188,638 $(20,215)(11)$168,423 (7.9%) (8.2%) (8.0%) (8.3%)
                              
    Operating (Loss) Income$(272,444) $340,413(3)$67,969 $(439) $(272,883) $67,461(7)$28,340 $39,890(12)$68,230 (1,061.3%) (0.4%) (1,062.9%) (1.1%)
    Operating (Loss) Income Margin (45.3%)    11.3%    (45.4%)  11.2%  4.1%    10.0%        
                              
    Provision for (Benefit from) Income Taxes$12,270 $28,127(4)$40,397 $(111) $12,159 $40,280(8)$(18,933) $8,904(13)$(10,029) (164.8%) (502.8%) (164.2%) (501.6%)
                              
    Net Loss$(370,824) $312,286(5)$(58,538) $(327) $(371,151) $(58,928)(9)$(24,120) $30,986(14)$6,866 1,437.4% (952.5%) 1,438.8% (958.2%)
                              
    Diluted Net Loss Per Share$(4.67) $3.93(6)$(0.74) $(0.00) $(4.67) $(0.74) $(0.32) $0.41(15)$0.09 1,367.5% (920.2%) 1,368.8% (925.7%)
                              
    ____                         
    Note: Totals may not sum due to rounding.                         
    (1) Excludes the net impact of $2,450 of charges associated with the Company's previously disclosed 2024 restructuring plan, $3,697 of charges associated with the Company's previously disclosed 2023 restructuring plan and $26 of charges associated with the Company's previously disclosed 2022 restructuring plan.
    (2) Excludes the net impact of $12,362 of charges associated with the Company's previously disclosed 2024 restructuring plan, $2,957 of charges associated with the Company's previously disclosed 2023 restructuring plan and $30 of charges associated with the Company's previously disclosed 2022 restructuring plan, and the impact of $3,858 of former CEO separation expenses.
    (3) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $305,726, $4,074, $2,905 and $2,328 related to its United States, Australia, United Kingdom and New Zealand units of account, respectively, (ii) the net impact of (a) $2,450 of charges and $12,362 of charges associated with the Company's previously disclosed 2024 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) $3,697 of charges and $2,957 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (c) $26 of charges and $30 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (iii) the impact of $3,858 of former CEO separation expenses recorded to selling, general and administrative expenses.
    (4) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $19,839, $1,222 and $726 related to its United States, Australia and United Kingdom units of account, respectively, (ii) the net impact of (a) $3,700 of charges associated with the Company's previously disclosed 2024 restructuring plan, (b) $1,662 of charges associated with the Company's previously disclosed 2023 restructuring plan and (c) $14 of charges associated with the Company's previously disclosed 2022 restructuring plan, and (iii) the impact of $964 of former CEO separation expenses.
    (5) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $285,887, $2,852, $2,328 and $2,179 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively, (ii) the net impact of (a) $11,112 of charges associated with the Company's previously disclosed 2024 restructuring plan, (b) $4,992 of charges associated with the Company's previously disclosed 2023 restructuring plan and (c) $42 of charges associated with the Company's previously disclosed 2022 restructuring plan, and (iii) the impact of $2,894 of former CEO separation expenses.
    (6) Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $3.59, $0.04, $0.03 and $0.03 related to its United States, Australia, United Kingdom and New Zealand units of account, respectively, (ii) the net impact of (a) $0.14 of charges associated with the Company's previously disclosed 2024 restructuring plan, (b) $0.06 of charges associated with the Company's previously disclosed 2023 restructuring plan and (c) $0.00 of charges associated with the Company's previously disclosed 2022 restructuring plan, and (iii) the impact of $0.04 of former CEO separation expenses.
    (7) Includes $(69) of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $4,074, $2,905 and $2,328 related to its Australia, United Kingdom and New Zealand units of account, respectively.
    (8) Includes $(6) of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $4,074, $2,905 and $2,328 related to its Australia, United Kingdom and New Zealand units of account, respectively.
    (9) Includes $(63) of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $4,074, $2,905 and $2,328 related to its Australia, United Kingdom and New Zealand units of account, respectively.
    (10) Excludes the net impact of $19,869 of charges associated with the Company's previously disclosed 2023 restructuring plan, the reversal of $269 of charges associated with the Company's previously disclosed 2022 restructuring plan, $96 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $21 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (11) Excludes (i) the net impact of $10,734 of charges associated with the Company's previously disclosed 2023 restructuring plan, $915 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan, and (ii) the impact of $8,605 of acquisition transaction costs.
    (12) Excludes (i) the net impact of (a) $19,869 of charges and $10,734 of charges associated with the Company's previously disclosed 2023 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (b) the reversal of $269 of charges and $915 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (c) $96 of charges and the reversal of $39 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (d) the reversal of $21 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues, and (ii) the impact of $8,605 of acquisition transaction costs recorded to selling, general and administrative expenses.
    (13) Excludes (i) the net impact of $7,663 of charges associated with the Company's previously disclosed 2023 restructuring plan, $162 of charges associated with the Company's previously disclosed 2022 restructuring plan, $14 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $5 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan, and (ii) the impact of $1,070 of acquisition transaction costs.
    (14) Excludes (i) the net impact of $22,940 of charges associated with the Company's previously disclosed 2023 restructuring plan, $484 of charges associated with the Company's previously disclosed 2022 restructuring plan, $43 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $16 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan, and (ii) the impact of $7,535 of acquisition transaction costs.
    (15) Excludes (i) the net impact of $0.30 of charges associated with the Company's previously disclosed 2023 restructuring plan, $0.01 of charges associated with the Company's previously disclosed 2022 restructuring plan, $0.00 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $0.00 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan, and (ii) the impact of $0.10 of acquisition transaction costs.
                              



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS)
    UNAUDITED
             
      Three Months Ended Nine Months Ended
      September 28, September 30, September 28, September 30,
       2024   2023   2024   2023 
             
    Net (Loss) Income $(46,192) $43,731  $(370,824) $(24,120)
    Interest  28,619   24,508   81,923   71,429 
    Taxes  (27,342)  (38,447)  12,270   (18,933)
    Depreciation and Amortization  9,155   13,428   29,103   35,633 
    Stock-based Compensation  824   3,225   5,966   8,956 
    EBITDAS $(34,936) $46,445  $(241,562) $72,965 
             
    Franchise Rights Acquired Impairments  57,045 (1) —   315,033 (2) — 
    2024 Plan Restructuring Charges (3)  14,812   —   14,812   — 
    2023 Plan Restructuring Charges (4)  (749)  6,187   6,654   30,603 
    2022 Plan Restructuring Charges (5)  (257)  (212)  56   646 
    2021 Plan Restructuring Charges (6)  —   —   —   57 
    2020 Plan Restructuring Charges (7)  —   —   —   (21)
    Acquisition Transaction Costs (8)  —   —   —   8,605 
    Former CEO Separation Expenses (9)  3,858   —   3,858   — 
    Adjusted EBITDAS $39,773  $52,420  $98,851  $112,855 
             
    ____        
    Note: Totals may not sum due to rounding.        
    (1) Impairment charges of the Company's franchise rights acquired of $54,295 and $2,750 related to its United States and United Kingdom units of account, respectively.
    (2) Impairment charges of the Company's franchise rights acquired of $305,726, $4,074, $2,905 and $2,328 related to its United States, Australia, United Kingdom and New Zealand units of account, respectively.
    (3) Charges associated with the Company's previously disclosed 2024 restructuring plan.
    (4) The reversal of charges or charges, as applicable, associated with the Company's previously disclosed 2023 restructuring plan.
    (5) The reversal of charges or charges, as applicable, associated with the Company's previously disclosed 2022 restructuring plan.
    (6) Charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (7) The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (8) Certain non-recurring transaction costs in connection with the Company's acquisition of Sequence.
    (9) Certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer.
             



    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 
    (IN THOUSANDS, EXCEPT RATIOS) 
    UNAUDITED 
                
              Trailing Twelve 
      Q4 2023 Q1 2024 Q2 2024 Q3 2024 Months 
    Net Debt to Adjusted EBITDAS          
                
    Net (Loss) Income$(88,135) $(347,902) $23,269  $(46,192) $(458,960) 
    Interest 24,464   24,727   28,577   28,619   106,387  
    Taxes  57,556   55,448   (15,835)  (27,342)  69,827  
    Depreciation and Amortization 10,007   10,403   9,545   9,155   39,110  
    Stock-based Compensation 2,346   2,402   2,740   824   8,312  
     EBITDAS$6,238  $(254,922) $48,296  $(34,936) $(235,324) 
                
    Franchise Rights Acquired and Goodwill Impairments 3,633 (1) 257,988 (2) —   57,045 (3) 318,666  
    2024 Plan Restructuring Charges (4) —   —   —   14,812   14,812  
    2023 Plan Restructuring Charges (5) 23,140   5,493   1,910   (749)  29,794  
    2022 Plan Restructuring Charges (6) 489   244   69   (257)  545  
    Former CEO Separation Expenses (7) —   —   —   3,858   3,858  
     Adjusted EBITDAS$33,500  $8,803  $50,275  $39,773  $132,351  
                
    Total Debt        $1,429,598  
    Less: Cash         57,181  
     Net Debt        $1,372,417  
                
     Total Debt to Net Loss         (3.1)X
     Net Debt to Adjusted EBITDAS         10.4 X
                
    ____          
    Note: Totals may not sum due to rounding.          
    (1) Impairment charges of the Company's goodwill of $2,383 and $1,203 related to its Republic of Ireland and Northern Ireland reporting units, respectively, and the impairment charge of the Company's franchise rights acquired of $47 related to its Northern Ireland unit of account. 
    (2) Impairment charges of the Company's franchise rights acquired of $251,431, $4,074, $2,328 and $155 related to its United States, Australia, New Zealand and United Kingdom units of account, respectively. 
    (3) Impairment charges of the Company's franchise rights acquired of $54,295 and $2,750 related to its United States and United Kingdom units of account, respectively. 
    (4) Charges associated with the Company's previously disclosed 2024 restructuring plan. 
    (5) Charges or the reversal of charges, as applicable, associated with the Company's previously disclosed 2023 restructuring plan. 
    (6) Charges or the reversal of charges, as applicable, associated with the Company's previously disclosed 2022 restructuring plan. 
    (7) Certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer. 
                



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS)
    UNAUDITED
             
      Three Months Ended Nine Months Ended
      September 28, September 30, September 28, September 30,
       2024   2023   2024   2023 
             
    Adjusted Operating Income  $35,664  $36,582  $67,969  $68,230 
    Other (Expense) Income, net  (5,870)  (815)  (4,187)  36 
    Depreciation and Amortization  9,155   13,428   29,103   35,633 
    Stock-based Compensation  824   3,225   5,966   8,956 
    Adjusted EBITDAS $39,773  $52,420  $98,851  $112,855 
             
    ____        
    Note: Totals may not sum due to rounding.        
             



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN MILLIONS)
    UNAUDITED
      
     Full Year 2024
     Operating Income Guidance Reconciliation
      
    Operating Loss$(240.4)
    Franchise Rights Acquired Impairments (1)$(315.0)
    Net Restructuring Charges (2)$(21.5)
    Former CEO Separation Expenses (3)$(3.9)
    Adjusted Operating Income$100.0
      
    ____
    		 
    (1) Reflects the impairment charges of the Company's franchise rights acquired related to its United States, Australia, United Kingdom and New Zealand units of account in the first nine months of fiscal 2024.
    (2) Reflects the net restructuring charges incurred in the first nine months of fiscal 2024 related to the Company's previously disclosed 2024 restructuring plan, 2023 restructuring plan and 2022 restructuring plan.
    (3) Reflects certain non-recurring expenses in connection with the separation from the Company of its former Chief Executive Officer in the third quarter of fiscal 2024.

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