8-K
Ww International, Inc. (WW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 29, 2020
WW INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 001-16769 | 11-6040273 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission File<br> <br>Number) | (IRS Employer<br> <br>Identification No.) |
| 675 Avenue of the Americas, 6^th^ Floor, New York, New York | 10010 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 589-2700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, no par value | WW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The information contained in Item 2.02 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Item 2.02 and Item 9.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On October 29, 2020, WW International, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter ended September 26, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2020, the Compensation and Benefits Committee of the Company’s Board of Directors (the “Compensation Committee”) determined to pay all eligible Company employees in December 2020 that portion of the fiscal 2020 annual, performance-based cash bonus that was accrued based on first quarter fiscal 2020 revenue performance under the Company’s previously-approved fiscal 2020 bonus plan.
Additionally, on October 29, 2020, the Compensation Committee reinstated the full base salary of Mindy Grossman, the Company’s President and Chief Executive Officer, effective as of October 4, 2020, the same date as the previously-disclosed base salary reinstatement of the Company’s other named executive officers.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits. | |
|---|---|
| Exhibit | Description |
| --- | --- |
| Exhibit 99.1 | Press Release dated October 29, 2020. |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WW INTERNATIONAL, INC. | ||
|---|---|---|
| DATED: October 29, 2020 | By: | /s/ Amy O’Keefe |
| Name: | Amy O’Keefe | |
| Title: | Chief Financial Officer |
3
EX-99.1
Exhibit 99.1
For more information, contact:
Investors:
Corey Kinger
VP Investor Relations
212.601.7569
corey.kinger@ww.com
Media:
Nicole Penn
VP Corporate Communications
917.734.0802
nicole.penn@ww.com
WW Announces Strong Third Quarter 2020 Results and Continued Subscriber Momentum
| • | Q3 2020 End of Period Subscribers up 5% year-over-year to 4.7 million, an all-time Q3-end high |
|---|---|
| • | Q3 2020 End of Period Digital Subscribers up 23% year-over-year, anall-time Q3-end high |
| --- | --- |
| • | Q3 2020 Revenues of $321 million, down 8%, or 9% on a constant currency basis,year-over-year due to anticipated declines in the Studio + Digital business |
| --- | --- |
| • | Q3 2020 Gross Margin of 59.3%; excluding one-time charges, Q3 2020adjusted gross margin increased year-over-year to 59.6% driven primarily by a mix shift to higher margin Digital business |
| --- | --- |
| • | Q3 2020 Operating Income of $93 million; excludingone-time charges, Q3 2020 adjusted operating income of $95 million matched Q3 2019 operating income |
| --- | --- |
NEW YORK (October 29, 2020) – WW International, Inc. (NASDAQ: WW) today announced its results for the third quarter of fiscal 2020.
“The world has profoundly changed and WW, being a human-focused technology company, is needed now more than ever,” said Mindy Grossman, the Company’s President and CEO. “We ended the quarter with 4.7 million subscribers, marking a new record for a third quarter close. We accelerated initiatives that were already underway to create a truly differentiated, tech-enabled, member experience. Building on the massive success of the myWW food program, we are thrilled for the upcoming launch of our newest innovation myWW+ which offers even deeper personalized insights and new app features to deliver an enriching and fully interactive member experience.”
Amy O’Keefe, the Company’s CFO, said, “The power of our high-margin digital subscription business is demonstrated in our Q3 results as year-over-year we grew total subscribers, matched operating income levels, and grew EPS, despite the negative impact of COVID-19 on our Studio business. We remain focused on maximizing member recruitment opportunities, while maintaining cost discipline and increasing the flexibility of our operating structure. We are confident we have the right initiatives in place to fuel profitability and growth.”
Q3 2020 Consolidated Results
| Three Months Ended | % Change<br><br><br>Adjusted for | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions except percentages and per share amounts) | September 26,2020 | September 28,2019 | % Change | Constant<br>Currency^(1)^ | ||||||
| Service Revenues, net | $ | 282.3 | $ | 298.0 | (5.3 | %) | (6.7 | %) | ||
| Product Sales and Other, net | 38.4 | 50.5 | (24.0 | %) | (25.4 | %) | ||||
| Revenues, net | $ | 320.7 | $ | 348.6 | (8.0 | %) | (9.4 | %) | ||
| Gross Profit | 190.1 | 194.8 | (2.4 | %) | (4.0 | %) | ||||
| Adjustments | ||||||||||
| 2020 Restructuring Charges | $ | 1.1 | — | |||||||
| Adjusted Gross Profit^(1)^ | $ | 191.2 | $ | 194.8 | (1.9 | %) | (3.5 | %) | ||
| Operating Income | $ | 92.6 | $ | 94.7 | (2.2 | %) | (4.2 | %) | ||
| Adjustments | ||||||||||
| 2020 Restructuring Charges | $ | 2.3 | — | |||||||
| Adjusted Operating Income^(1)^ | $ | 94.9 | $ | 94.7 | 0.2 | % | (1.8 | %) | ||
| Net Income* | $ | 54.5 | $ | 47.1 | 15.8 | % | 12.9 | % | ||
| EPS | $ | 0.78 | $ | 0.68 | 15.2 | % | 12.3 | % | ||
| Total Paid Weeks | 62.1 | 58.6 | 6.0 | % | N/A | |||||
| Digital^(2)^ Paid Weeks | 49.9 | 40.3 | 23.8 | % | N/A | |||||
| Studio + Digital^(3)^ Paid Weeks | 12.2 | 18.3 | (33.3 | %) | N/A | |||||
| End of Period Subscribers^(4)^ | 4.7 | 4.4 | 5.3 | % | N/A | |||||
| Digital Subscribers | 3.8 | 3.1 | 23.5 | % | N/A | |||||
| Studio + Digital Subscribers | 0.9 | 1.3 | (36.5 | %) | N/A |
Note: Totals may not sum due to rounding.
| (1) | See “Reconciliation of Non-GAAP Financial Measures” attached<br>to this release for further detail on adjustments to GAAP financial measures. |
|---|---|
| (2) | “Digital” refers to providing subscriptions to the Company’s digital product offerings,<br>including the Personal Coaching + Digital product. |
| --- | --- |
| (3) | “Studio + Digital” refers to providing access to the Company’s weekly in-person workshops combined with the Company’s digital subscription product offerings to commitment plan subscribers. The “Studio + Digital” business also includes the provision of access to<br>workshops for members who do not subscribe to commitment plans, including the Company’s “pay-as-you-go” members.<br> |
| --- | --- |
| (4) | “Subscribers” refers to Digital subscribers and Studio + Digital subscribers who participate in recur<br>bill programs in Company-owned operations. |
| --- | --- |
| * | Except in the case of the financials attached to this release, “Net Income” refers to Net Income<br>attributable to WW International, Inc. |
| --- | --- |
Q3 2020 Business and Financial Highlights
| • | End of Period Subscribers in Q3 2020 were up 5.3% versus the prior year period, driven by Digital<br>subscriber growth across all major geographic markets. Q3 2020 End of Period Digital Subscribers were up 23.5% and End of Period Studio + Digital Subscribers were down 36.5% versus the prior year period. |
|---|---|
| • | Total Paid Weeks in Q3 2020 were up 6.0% versus the prior year period, driven by Digital growth across all<br>major geographic markets. Q3 2020 Digital Paid Weeks increased 23.8% and Studio + Digital Paid Weeks decreased 33.3% versus the prior year period. |
| --- | --- |
| • | Revenues in Q3 2020 were $320.7 million. On a constant currency basis, Q3 2020 revenues decreased<br>9.4% versus the prior year period. |
| --- | --- |
| ^¡^ | Service Revenues in Q3 2020 were $282.3 million. On a constant currency basis, these revenues<br>decreased 6.7% versus the prior year period, driven by declines in Studio + Digital Fees primarily as a result of fewer open studios and reduced operations related to COVID-19. |
| --- | --- |
| ^¡^ | Product Sales and Other in Q3 2020 were $38.4 million. On a constant currency basis, these revenues<br>decreased 25.4% versus the prior year period, driven by declines in product sales primarily as a result of fewer open studios and reduced operations related to COVID-19. |
| --- | --- |
| • | Gross Profit in Q3 2020 was $190.1 million and adjusted gross profit in Q3 2020 was<br>$191.2 million, which excluded $1.1 million in charges associated with the Company’s previously disclosed 2020 organizational restructuring plan. Gross profit in Q3 2019 was $194.8 million. |
| --- | --- |
| ^¡^ | Gross Margin in Q3 2020 was 59.3%. Adjusted gross margin was 59.6%, up from 55.9% in the prior year<br>period driven primarily by a mix shift to the Company’s higher margin Digital business. |
| --- | --- |
| • | Operating Income in Q3 2020 was $92.6 million and adjusted operating income in Q3 2020 was<br>$94.9 million, which excluded the $2.3 million in charges associated with the Company’s previously disclosed 2020 organizational restructuring plan. Operating income in Q3 2019 was $94.7 million. |
| --- | --- |
| ^¡^ | Operating Income Margin for Q3 2020 was 28.9%. Adjusted operating income margin was 29.6%, an<br>increase from 27.2% in the prior year period driven primarily by a mix shift to the Company’s higher margin Digital business as well as continued expense discipline. |
| --- | --- |
| • | Effective Tax Rate in Q3 2020 was 13.6%, versus 21.8% in the prior year period. The tax rate was lower in<br>Q3 2020 primarily due to a $7.6 million discrete tax benefit related to the reversal of prior years’ global intangible low-taxed income, or GILTI, taxes that are no longer required.<br> |
| --- | --- |
| • | Net Income in Q3 2020 was $54.5 million compared to $47.1 million in the prior year period.<br> |
|---|---|
| • | Earnings per fully diluted share (EPS) in Q3 2020 was $0.78 compared to $0.68 in the prior year period.<br> |
| --- | --- |
| ^¡^ | Certain items affect year-over-year comparability. The following items in the aggregate positively impacted Q3<br>2020 fully diluted EPS by $0.09: |
| --- | --- |
| ◾ | $0.02 per fully diluted share negative impact from charges associated with the Company’s previously<br>disclosed 2020 organizational restructuring plan. |
| --- | --- |
| ◾ | $0.11 per fully diluted share benefit from the reversal of prior years’ tax expense related to GILTI.<br> |
| --- | --- |
Other Items
| • | Cash balance as of September 26, 2020 was $204.4 million. On that same date, the Company had no<br>outstanding borrowings under its $175 million revolving credit facility. |
|---|---|
| • | 2020 Restructuring Plan: The Company has revised the estimated cost of its previously disclosed<br>restructuring plan to $22.5 million primarily driven by strategic cost reductions to its global Studio + Digital operations to adjust to anticipated consumer demand. |
| --- | --- |
Third Quarter 2020 Conference Call and Webcast
The Company has scheduled a conference call today at 5:00 p.m. ET. During the conference call, Mindy Grossman, President and Chief Executive Officer, Nicholas Hotchkin, Chief Operating Officer, and Amy O’Keefe, Chief Financial Officer, will discuss the third quarter of fiscal 2020 results and answer questions from the investment community.
The live webcast of the conference call will be available on the Company’s corporate website, corporate.ww.com, in the Investors section under Presentations and Events. Supplemental investor materials will also be available in the same location prior to the start of the webcast. A replay of the webcast will be available on this site for approximately 90 days.
Statement regarding Non-GAAP Financial Measures
The following provides information regarding non-GAAP financial measures used in this earnings release and today’s scheduled conference call:
To supplement the Company’s consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross profit margin, operating income, operating 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), with respect to the third quarter of fiscal 2020 to exclude the impact of charges associated with the Company’s previously disclosed 2020 organizational restructuring plan, and with respect to the first nine months of fiscal 2020 to exclude the impact of the impairment charge for the Company’s goodwill related to its Brazil operations, the impact of the one-time stock compensation expense associated with the previously disclosed option granted to Ms. Oprah Winfrey in connection with the Company extending its partnership with Ms. Winfrey and charges associated with the Company’s previously disclosed 2020 organizational restructuring plan, 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, 2020 restructuring charges and goodwill impairment (“Adjusted EBITDAS”), net debt, and a net debt to 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.
WW – Weight Watchers reimagined – is a global wellness company powered by the world’s leading commercial weight management program. We inspire millions of people to adopt healthy habits for real life. Through our engaging tech-enabled experience and face-to-face group workshops, members follow our livable and sustainable program of healthy eating, physical activity, and a helpful mindset. Leveraging more than five decades of experience in building inspired communities and our deep expertise in behavioral science, we aim to democratize wellness and to deliver wellness for all. To learn more about the WW 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 andany attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular,revenue and earnings guidance and any statements about the Company’s plans, strategies and prospects and the impact of the COVID-19 virus. The Company generally uses the words “may,”“will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this news release and any attachments toidentify 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-lookingstatements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: the impact of the global outbreak of the COVID-19 virus on the Company’sbusiness and liquidity and on the business 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 weightmanagement methods; 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 theCompany’s ability to successfully expand into new channels of distribution or respond to consumer trends; the ability to successfully implement new strategic initiatives, including the Company’s strategic digital transformation; theeffectiveness of the Company’s advertising and marketing programs, including the strength of its social media presence; the impact on the Company’s reputation of actions taken by its franchisees, licensees, suppliers and other partners;the impact of the Company’s substantial amount of debt, debt service obligations and debt covenants, and the Company’s exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company’s debt andsatisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company’s technology or systems; the impact of data security breaches or privacy concerns, including the costs of compliance with evolvingprivacy laws and regulations; 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 inability to renew certain of theCompany’s licenses, or the inability to do so on terms that are favorable to the Company; the expiration or early termination by the Company of leases; risks and uncertainties associated with the Company’s international operations,including regulatory, economic, political, social, intellectual property and foreign currency risks; uncertainties related to a downturn in general economic conditions or consumer confidence; the Company’s ability to successfully makeacquisitions or enter into joint ventures, including its ability to
successfully integrate, operate or realize the anticipated benefits of such businesses; the seasonal nature of the Company’s business; the impact of events that discourage or impede peoplefrom gathering with others or accessing resources; 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 propertyrights; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; the Company’s failure to maintain effective internal control over financial reporting; the possibility that the interests of ArtalGroup 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 anduncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that manyimportant 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 anyobligation 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 areadvised 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
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
UNAUDITED
| September 26,2020 | December 28,2019 | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Cash and cash equivalents | $ | 204,397 | $ | 182,736 | ||
| Other current assets | 117,007 | 112,654 | ||||
| TOTAL CURRENT ASSETS | 321,404 | 295,390 | ||||
| Property and equipment, net | 57,306 | 54,066 | ||||
| Operating lease assets | 131,777 | 151,983 | ||||
| Goodwill, franchise rights and other intangible assets, net | 964,061 | 970,392 | ||||
| Other assets | 28,461 | 26,483 | ||||
| TOTAL ASSETS | $ | 1,503,009 | $ | 1,498,314 | ||
| LIABILITIES AND TOTAL DEFICIT | ||||||
| Portion of long-term debt due within one year | $ | 96,250 | $ | 96,250 | ||
| Portion of operating lease liabilities due within one year | 35,101 | 33,236 | ||||
| Other current liabilities | 232,998 | 264,584 | ||||
| TOTAL CURRENT LIABILITIES | 364,349 | 394,070 | ||||
| Long-term debt | 1,426,580 | 1,479,920 | ||||
| Long-term operating lease liabilities | 110,034 | 128,464 | ||||
| Deferred income taxes, other | 183,197 | 177,681 | ||||
| TOTAL LIABILITIES | $ | 2,084,160 | $ | 2,180,135 | ||
| Redeemable noncontrolling interest | 3,599 | 3,722 | ||||
| Shareholders’ deficit | (584,750 | ) | (685,543 | ) | ||
| TOTAL LIABILITIES AND TOTAL DEFICIT | $ | 1,503,009 | $ | 1,498,314 |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
UNAUDITED
| Three Months Ended | |||||
|---|---|---|---|---|---|
| September 26,2020 | September 28,2019 | ||||
| Service revenues, net ^(1)^ | $ | 282,310 | $ | 298,041 | |
| Product sales and other, net ^(2)^ | 38,389 | 50,526 | |||
| Revenues, net | 320,699 | 348,567 | |||
| Cost of services ^(3)^ | 99,485 | 122,374 | |||
| Cost of product sales and other | 31,118 | 31,424 | |||
| Cost of revenues | 130,603 | 153,798 | |||
| Gross profit | 190,096 | 194,769 | |||
| Marketing expenses | 38,262 | 36,327 | |||
| Selling, general and administrative expenses | 59,192 | 63,713 | |||
| Operating income | 92,642 | 94,729 | |||
| Interest expense | 29,735 | 33,118 | |||
| Other (income) expense, net | (211 | ) | 1,460 | ||
| Income before income taxes | 63,118 | 60,151 | |||
| Provision for income taxes | 8,604 | 13,123 | |||
| Net income | 54,514 | 47,028 | |||
| Net loss attributable to the noncontrolling interest | 11 | 58 | |||
| Net income attributable to WW International, Inc. | $ | 54,525 | $ | 47,086 | |
| Earnings Per Share attributable to WW International, Inc. | |||||
| Basic | $ | 0.80 | $ | 0.70 | |
| Diluted | $ | 0.78 | $ | 0.68 | |
| Weighted average common shares outstanding: | |||||
| Basic | 68,013 | 67,298 | |||
| Diluted | 70,002 | 69,617 |
Note: Totals may not sum due to rounding.
| (1) | Consists of net “Digital Subscription Revenues” and net “Studio + Digital Fees”.<br>“Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, including the Personal Coaching + Digital product. “Studio + Digital Fees” consist of the fees associated<br>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 in studios, via e-commerce, and<br>through several trusted retail partners, revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on the Company’s websites and sales from the By Mail product, other revenues, and franchise<br>fees with respect to commitment plans and royalties. |
| --- | --- |
| (3) | Consists of cost of revenues and operating expenses for the Company’s Digital and Studio + Digital<br>services. |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
UNAUDITED
| Nine Months Ended | ||||
|---|---|---|---|---|
| September 26,2020 | September 28,2019 | |||
| Service revenues, net ^(1)^ | $ | 899,964 | $ | 918,535 |
| Product sales and other, net ^(2)^ | 154,733 | 162,219 | ||
| Revenues, net | 1,054,697 | 1,080,754 | ||
| Cost of services ^(3)^ | 343,056 | 373,452 | ||
| Cost of product sales and other | 115,882 | 95,771 | ||
| Cost of revenues | 458,938 | 469,223 | ||
| Gross profit | 595,759 | 611,531 | ||
| Marketing expenses | 198,090 | 200,543 | ||
| Selling, general and administrative expenses | 225,509 | 188,889 | ||
| Goodwill impairment | 3,665 | — | ||
| Operating income | 168,495 | 222,099 | ||
| Interest expense | 92,281 | 103,045 | ||
| Other expense, net | 230 | 2,201 | ||
| Income before income taxes | 75,984 | 116,853 | ||
| Provision for income taxes | 13,546 | 26,834 | ||
| Net income | 62,438 | 90,019 | ||
| Net loss attributable to the noncontrolling interest | 30 | 214 | ||
| Net income attributable to WW International, Inc. | $ | 62,468 | $ | 90,233 |
| Earnings Per Share attributable to WW International, Inc. | ||||
| Basic | $ | 0.92 | $ | 1.34 |
| Diluted | $ | 0.89 | $ | 1.30 |
| Weighted average common shares outstanding: | ||||
| Basic | 67,697 | 67,129 | ||
| Diluted | 69,936 | 69,364 |
Note: Totals may not sum due to rounding.
| (1) | Consists of net “Digital Subscription Revenues” and net “Studio + Digital Fees”.<br>“Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, including the Personal Coaching + Digital product. “Studio + Digital Fees” consist of the fees associated<br>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 in studios, via e-commerce, and<br>through several trusted retail partners, revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on the Company’s websites and sales from the By Mail product, other revenues (including<br>revenues from the WW Presents: Oprah’s 2020 Vision tour), 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 Studio + Digital<br>services. |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
OPERATIONAL STATISTICS
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
| Three Months Ended | Variance | ||||||
|---|---|---|---|---|---|---|---|
| September 26, | September 28, | ||||||
| 2020 | 2019 | ||||||
| Digital Paid Weeks (1) | |||||||
| North America | 31,776 | 25,484 | 24.7 | % | |||
| CE | 13,857 | 11,526 | 20.2 | % | |||
| UK | 3,385 | 2,540 | 33.2 | % | |||
| Other **** (2) | 913 | 797 | 14.5 | % | |||
| Total Digital Paid Weeks | 49,932 | 40,348 | 23.8 | % | |||
| Studio + Digital Paid Weeks (1) | |||||||
| North America | 8,339 | 12,465 | (33.1 | %) | |||
| CE | 1,938 | 2,701 | (28.2 | %) | |||
| UK | 1,588 | 2,571 | (38.3 | %) | |||
| Other **** (2) | 326 | 539 | (39.5 | %) | |||
| Total Studio + Digital Paid Weeks | 12,191 | 18,276 | (33.3 | %) | |||
| Total Paid Weeks (1) | |||||||
| North America | 40,116 | 37,949 | 5.7 | % | |||
| CE | 15,795 | 14,226 | 11.0 | % | |||
| UK | 4,973 | 5,112 | (2.7 | %) | |||
| Other **** ^(2)^ | 1,239 | 1,336 | (7.3 | %) | |||
| Total Paid Weeks | 62,123 | 58,623 | 6.0 | % | |||
| End of Period Digital Subscribers (3) | |||||||
| North America | 2,416 | 1,947 | 24.1 | % | |||
| CE | 1,065 | 878 | 21.2 | % | |||
| UK | 256 | 198 | 29.2 | % | |||
| Other **** (2) | 72 | 61 | 18.1 | % | |||
| Total End of Period Digital Subscribers | 3,809 | 3,085 | 23.5 | % | |||
| End of Period Studio + Digital Subscribers (3) | |||||||
| North America | 574 | 905 | (36.6 | %) | |||
| CE | 142 | 209 | (32.1 | %) | |||
| UK | 112 | 187 | (40.1 | %) | |||
| Other **** (2) | 25 | 42 | (39.3 | %) | |||
| Total End of Period Studio + Digital Subscribers | 853 | 1,343 | (36.5 | %) | |||
| Total End of Period Subscribers (3) | |||||||
| North America | 2,990 | 2,852 | 4.8 | % | |||
| CE | 1,206 | 1,087 | 11.0 | % | |||
| UK | 368 | 385 | (4.5 | %) | |||
| Other **** (2) | 98 | 103 | (5.2 | %) | |||
| Total End of Period Subscribers | 4,662 | 4,428 | 5.3 | % |
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<br>period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s digital subscription products (including Personal Coaching + Digital); (ii) “Studio + Digital Paid Weeks” is the sum of total<br>paid commitment plan weeks which include workshops and digital offerings and total “pay-as-you-go” weeks; and (iii)<br>“Total Paid Weeks” is the sum of Digital Paid Weeks and Studio + 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<br>period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital, including Personal Coaching + Digital, subscribers; (ii) “End of Period Studio + Digital Subscribers” is the total number of<br>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 Studio + Digital Subscribers.<br> |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
OPERATIONAL STATISTICS
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
| Nine Months Ended | Variance | ||||||
|---|---|---|---|---|---|---|---|
| September 26, | September 28, | ||||||
| 2020 | 2019 | ||||||
| Digital Paid Weeks (1) | |||||||
| North America | 91,635 | 76,119 | 20.4 | % | |||
| CE | 40,758 | 34,672 | 17.6 | % | |||
| UK | 9,276 | 7,512 | 23.5 | % | |||
| Other **** (2) | 2,750 | 2,363 | 16.4 | % | |||
| Total Digital Paid Weeks | 144,419 | 120,666 | 19.7 | % | |||
| Studio + Digital Paid Weeks (1) | |||||||
| North America | 31,973 | 38,843 | (17.7 | %) | |||
| CE | 7,522 | 8,919 | (15.7 | %) | |||
| UK | 6,172 | 7,959 | (22.5 | %) | |||
| Other **** (2) | 1,352 | 1,744 | (22.4 | %) | |||
| Total Studio + Digital Paid Weeks | 47,019 | 57,465 | (18.2 | %) | |||
| Total Paid Weeks (1) | |||||||
| North America | 123,608 | 114,962 | 7.5 | % | |||
| CE | 48,280 | 43,591 | 10.8 | % | |||
| UK | 15,448 | 15,471 | (0.2 | %) | |||
| Other **** (2) | 4,102 | 4,107 | (0.1 | %) | |||
| Total Paid Weeks | 191,438 | 178,131 | 7.5 | % | |||
| End of Period Digital Subscribers (3) | |||||||
| North America | 2,416 | 1,947 | 24.1 | % | |||
| CE | 1,065 | 878 | 21.2 | % | |||
| UK | 256 | 198 | 29.2 | % | |||
| Other **** (2) | 72 | 61 | 18.1 | % | |||
| Total End of Period Digital Subscribers | 3,809 | 3,085 | 23.5 | % | |||
| End of Period Studio + Digital Subscribers (3) | |||||||
| North America | 574 | 905 | (36.6 | %) | |||
| CE | 142 | 209 | (32.1 | %) | |||
| UK | 112 | 187 | (40.1 | %) | |||
| Other **** (2) | 25 | 42 | (39.3 | %) | |||
| Total End of Period Studio + Digital Subscribers | 853 | 1,343 | (36.5 | %) | |||
| Total End of Period Subscribers (3) | |||||||
| North America | 2,990 | 2,852 | 4.8 | % | |||
| CE | 1,206 | 1,087 | 11.0 | % | |||
| UK | 368 | 385 | (4.5 | %) | |||
| Other **** (2) | 98 | 103 | (5.2 | %) | |||
| Total End of Period Subscribers | 4,662 | 4,428 | 5.3 | % |
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<br>period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s digital subscription products (including Personal Coaching + Digital); (ii) “Studio + Digital Paid Weeks” is the sum of total<br>paid commitment plan weeks which include workshops and digital offerings and total “pay-as-you-go” weeks; and (iii)<br>“Total Paid Weeks” is the sum of Digital Paid Weeks and Studio + 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<br>period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital, including Personal Coaching + Digital, subscribers; (ii) “End of Period Studio + Digital Subscribers” is the total number of<br>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 Studio + Digital Subscribers.<br> |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
| Q3 2020 Variance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | |||||||||||||||
| Constant | |||||||||||||||
| Q3 2020 | Q3 2019 | 2020 | Currency | ||||||||||||
| Currency | Constant | vs | vs | ||||||||||||
| GAAP | Adjustment | Currency | GAAP | 2019 | 2019 | ||||||||||
| Selected Financial Data | |||||||||||||||
| Consolidated Company Revenues | $ | 320,699 | $ | (4,829 | ) | $ | 315,870 | $ | 348,567 | (8.0 | %) | (9.4 | %) | ||
| Consolidated Digital Subscription Revenues<br>^(1)^ | $ | 188,731 | $ | (3,161 | ) | $ | 185,570 | $ | 153,940 | 22.6 | % | 20.5 | % | ||
| Consolidated Studio + Digital Fees<br>^(2)^ | $ | 93,579 | $ | (995 | ) | $ | 92,584 | $ | 144,101 | (35.1 | %) | (35.8 | %) | ||
| Consolidated Service Revenues ^(3)^ | $ | 282,310 | $ | (4,156 | ) | $ | 278,154 | $ | 298,041 | (5.3 | %) | (6.7 | %) | ||
| Consolidated Product Sales and Other<br>^(4)^ | $ | 38,389 | $ | (673 | ) | $ | 37,716 | $ | 50,526 | (24.0 | %) | (25.4 | %) | ||
| North America | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 122,120 | $ | 82 | $ | 122,202 | $ | 101,579 | 20.2 | % | 20.3 | % | |||
| Studio + Digital Fees ^(2)^ | $ | 69,111 | $ | 46 | $ | 69,157 | $ | 108,338 | (36.2 | %) | (36.2 | %) | |||
| Service Revenues ^(3)^ | $ | 191,231 | $ | 128 | $ | 191,359 | $ | 209,917 | (8.9 | %) | (8.8 | %) | |||
| Product Sales and Other^(4)^ | $ | 23,964 | $ | 15 | $ | 23,979 | $ | 33,767 | (29.0 | %) | (29.0 | %) | |||
| Total Revenues | $ | 215,195 | $ | 142 | $ | 215,337 | $ | 243,684 | (11.7 | %) | (11.6 | %) | |||
| CE | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 53,230 | $ | (2,759 | ) | $ | 50,471 | $ | 42,230 | 26.0 | % | 19.5 | % | ||
| Studio + Digital Fees ^(2)^ | $ | 14,288 | $ | (707 | ) | $ | 13,581 | $ | 20,644 | (30.8 | %) | (34.2 | %) | ||
| Service Revenues ^(3)^ | $ | 67,518 | $ | (3,465 | ) | $ | 64,053 | $ | 62,874 | 7.4 | % | 1.9 | % | ||
| Product Sales and Other^(4)^ | $ | 8,993 | $ | (463 | ) | $ | 8,530 | $ | 8,264 | 8.8 | % | 3.2 | % | ||
| Total Revenues | $ | 76,511 | $ | (3,928 | ) | $ | 72,583 | $ | 71,138 | 7.6 | % | 2.0 | % | ||
| UK | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 9,227 | $ | (419 | ) | $ | 8,808 | $ | 6,608 | 39.6 | % | 33.3 | % | ||
| Studio + Digital Fees ^(2)^ | $ | 7,515 | $ | (329 | ) | $ | 7,186 | $ | 10,733 | (30.0 | %) | (33.0 | %) | ||
| Service Revenues ^(3)^ | $ | 16,742 | $ | (748 | ) | $ | 15,994 | $ | 17,341 | (3.5 | %) | (7.8 | %) | ||
| Product Sales and Other^(4)^ | $ | 3,730 | $ | (174 | ) | $ | 3,556 | $ | 5,592 | (33.3 | %) | (36.4 | %) | ||
| Total Revenues | $ | 20,472 | $ | (922 | ) | $ | 19,550 | $ | 22,933 | (10.7 | %) | (14.8 | %) | ||
| Other ^(5)^ | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 4,154 | $ | (65 | ) | $ | 4,089 | $ | 3,523 | 17.9 | % | 16.0 | % | ||
| Studio + Digital Fees ^(2)^ | $ | 2,665 | $ | (5 | ) | $ | 2,660 | $ | 4,386 | (39.2 | %) | (39.4 | %) | ||
| Service Revenues ^(3)^ | $ | 6,819 | $ | (71 | ) | $ | 6,748 | $ | 7,909 | (13.8 | %) | (14.7 | %) | ||
| Product Sales and Other^(4)^ | $ | 1,702 | $ | (51 | ) | $ | 1,651 | $ | 2,903 | (41.4 | %) | (43.1 | %) | ||
| Total Revenues | $ | 8,521 | $ | (121 | ) | $ | 8,400 | $ | 10,812 | (21.2 | %) | (22.3 | %) |
Note: Totals may not sum due to rounding.
| (1) | “Digital Subscription Revenues” consist of the fees associated with subscriptions for the<br>Company’s Digital offerings, including the Personal Coaching + Digital product. |
|---|---|
| (2) | “Studio + Digital Fees” consist of the fees associated with the Company’s subscription plans for<br>combined workshops and digital offerings and other payment arrangements for access to workshops. |
| --- | --- |
| (3) | “Service Revenues” equal “Digital Subscription Revenues” plus “Studio + Digital<br>Fees”. |
| --- | --- |
| (4) | “Product Sales” are sales of consumer products in studios, via<br>e-commerce, and through several trusted retail partners, and “Other” are revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on the<br>Company’s websites and sales from the By Mail product, other revenues, and, in the case of the consolidated financial results and Other reportable segment, includes franchise fees with respect to commitment plans and royalties.<br> |
| --- | --- |
| (5) | Represents Australia, New Zealand, emerging markets and franchise revenues. |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
| YTD 2020 Variance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | |||||||||||||||
| Constant | |||||||||||||||
| YTD 2020 | YTD 2019 | 2020 | Currency | ||||||||||||
| Currency | Constant | vs | vs | ||||||||||||
| GAAP | Adjustment | Currency | GAAP | 2019 | 2019 | ||||||||||
| Selected Financial Data | |||||||||||||||
| Consolidated Company Revenues | $ | 1,054,697 | $ | 2,265 | $ | 1,056,962 | $ | 1,080,754 | (2.4 | %) | (2.2 | %) | |||
| Consolidated Digital Subscription Revenues<br>^(1)^ | $ | 541,197 | $ | 571 | $ | 541,768 | $ | 459,764 | 17.7 | % | 17.8 | % | |||
| Consolidated Studio + Digital Fees<br>^(2)^ | $ | 358,767 | $ | 1,427 | $ | 360,194 | $ | 458,771 | (21.8 | %) | (21.5 | %) | |||
| Consolidated Service Revenues ^(3)^ | $ | 899,964 | $ | 1,998 | $ | 901,962 | $ | 918,535 | (2.0 | %) | (1.8 | %) | |||
| Consolidated Product Sales and Other<br>^(4)^ | $ | 154,733 | $ | 267 | $ | 155,000 | $ | 162,219 | (4.6 | %) | (4.5 | %) | |||
| North America | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 354,391 | $ | 449 | $ | 354,840 | $ | 303,190 | 16.9 | % | 17.0 | % | |||
| Studio + Digital Fees ^(2)^ | $ | 268,086 | $ | 293 | $ | 268,379 | $ | 342,896 | (21.8 | %) | (21.7 | %) | |||
| Service Revenues ^(3)^ | $ | 622,477 | $ | 742 | $ | 623,219 | $ | 646,086 | (3.7 | %) | (3.5 | %) | |||
| Product Sales and Other^(4)^ | $ | 103,949 | $ | 63 | $ | 104,012 | $ | 103,255 | 0.7 | % | 0.8 | % | |||
| Total Revenues | $ | 726,426 | $ | 803 | $ | 727,229 | $ | 749,341 | (3.1 | %) | (2.9 | %) | |||
| CE | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 150,572 | $ | (478 | ) | $ | 150,094 | $ | 125,999 | 19.5 | % | 19.1 | % | ||
| Studio + Digital Fees ^(2)^ | $ | 53,665 | $ | 243 | $ | 53,908 | $ | 68,274 | (21.4 | %) | (21.0 | %) | |||
| Service Revenues ^(3)^ | $ | 204,237 | $ | (235 | ) | $ | 204,002 | $ | 194,273 | 5.1 | % | 5.0 | % | ||
| Product Sales and Other^(4)^ | $ | 30,084 | $ | 67 | $ | 30,151 | $ | 30,350 | (0.9 | %) | (0.7 | %) | |||
| Total Revenues | $ | 234,321 | $ | (169 | ) | $ | 234,152 | $ | 224,623 | 4.3 | % | 4.2 | % | ||
| UK | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 24,374 | $ | (24 | ) | $ | 24,350 | $ | 20,019 | 21.8 | % | 21.6 | % | ||
| Studio + Digital Fees ^(2)^ | $ | 26,645 | $ | 142 | $ | 26,787 | $ | 33,493 | (20.4 | %) | (20.0 | %) | |||
| Service Revenues ^(3)^ | $ | 51,019 | $ | 118 | $ | 51,137 | $ | 53,512 | (4.7 | %) | (4.4 | %) | |||
| Product Sales and Other^(4)^ | $ | 14,219 | $ | 38 | $ | 14,257 | $ | 18,556 | (23.4 | %) | (23.2 | %) | |||
| Total Revenues | $ | 65,238 | $ | 156 | $ | 65,394 | $ | 72,068 | (9.5 | %) | (9.3 | %) | |||
| Other ^(5)^ | |||||||||||||||
| Digital Subscription Revenues^(1)^ | $ | 11,860 | $ | 625 | $ | 12,485 | $ | 10,556 | 12.4 | % | 18.3 | % | |||
| Studio + Digital Fees ^(2)^ | $ | 10,371 | $ | 748 | $ | 11,119 | $ | 14,108 | (26.5 | %) | (21.2 | %) | |||
| Service Revenues ^(3)^ | $ | 22,231 | $ | 1,374 | $ | 23,605 | $ | 24,664 | (9.9 | %) | (4.3 | %) | |||
| Product Sales and Other^(4)^ | $ | 6,481 | $ | 99 | $ | 6,580 | $ | 10,058 | (35.6 | %) | (34.6 | %) | |||
| Total Revenues | $ | 28,712 | $ | 1,473 | $ | 30,185 | $ | 34,722 | (17.3 | %) | (13.1 | %) |
Note: Totals may not sum due to rounding.
| (1) | “Digital Subscription Revenues” consist of the fees associated with subscriptions for the<br>Company’s Digital offerings, including the Personal Coaching + Digital product. |
|---|---|
| (2) | “Studio + Digital Fees” consist of the fees associated with the Company’s subscription plans for<br>combined workshops and digital offerings and other payment arrangements for access to workshops. |
| --- | --- |
| (3) | “Service Revenues” equal “Digital Subscription Revenues” plus “Studio + Digital<br>Fees”. |
| --- | --- |
| (4) | “Product Sales” are sales of consumer products in studios, via<br>e-commerce, and through several trusted retail partners, and “Other” are revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on the<br>Company’s websites and sales from the By Mail product, other revenues (including revenues from the WW Presents: Oprah’s 2020 Vision tour), and, in the case of the consolidated financial results and Other reportable segment, includes<br>franchise fees with respect to commitment plans and royalties. |
| --- | --- |
| (5) | Represents Australia, New Zealand, emerging markets and franchise revenues. |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
| Q3 2020 Variance | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 Constant Currency | |||||||||||||||||||||||||||||||||
| Q3 2020 | Q3 2019 | 2020 | 2020 | ||||||||||||||||||||||||||||||
| Adjusted | 2020 | Adjusted | 2020 | Adjusted | |||||||||||||||||||||||||||||
| Currency | Constant | Constant | vs | vs | vs | vs | |||||||||||||||||||||||||||
| GAAP | Adjustment | Adjusted | Adjustment | Currency | Currency | GAAP | 2019 | 2019 | 2019 | 2019 | |||||||||||||||||||||||
| Selected Financial Data | |||||||||||||||||||||||||||||||||
| Gross Profit | $ | 190,096 | $ | 1,062 | ^(1)^ | $ | 191,158 | $ | (3,149 | ) | $ | 186,947 | $ | 188,009 | $ | 194,769 | (2.4 | %) | (1.9 | %) | (4.0 | %) | (3.5 | %) | |||||||||
| Gross Margin | 59.3 | % | 59.6 | % | 59.2 | % | 59.5 | % | 55.9 | % | |||||||||||||||||||||||
| Selling, General and Administrative Expenses | $ | 59,192 | $ | (1,189 | )^(2)^ | $ | 58,003 | $ | (486 | ) | $ | 58,706 | $ | 57,517 | $ | 63,713 | (7.1 | %) | (9.0 | %) | (7.9 | %) | (9.7 | %) | |||||||||
| Operating Income | $ | 92,642 | $ | 2,251 | ^(3)^ | $ | 94,893 | $ | (1,896 | ) | $ | 90,746 | $ | 92,997 | $ | 94,729 | (2.2 | %) | 0.2 | % | (4.2 | %) | (1.8 | %) | |||||||||
| Operating Income Margin | 28.9 | % | 29.6 | % | 28.7 | % | 29.4 | % | 27.2 | % |
Note: Totals may not sum due to rounding.
| (1) | Excludes $1,062 of charges associated with the Company’s previously disclosed 2020 organizational<br>restructuring plan. |
|---|---|
| (2) | Excludes $1,189 of charges associated with the Company’s previously disclosed 2020 organizational<br>restructuring plan. |
| --- | --- |
| (3) | Excludes the $1,062 and $1,189 of charges associated with the Company’s previously disclosed 2020<br>organizational restructuring plan recorded to cost of services and selling, general and administrative expenses, respectively. |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PERCENTAGES)
UNAUDITED
| YTD 2020 Variance | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 Constant Currency | |||||||||||||||||||||||||||||||||
| YTD 2020 | YTD 2019 | 2020 | 2020 | ||||||||||||||||||||||||||||||
| Adjusted | 2020 | Adjusted | 2020 | Adjusted | |||||||||||||||||||||||||||||
| Currency | Constant | Constant | vs | vs | vs | vs | |||||||||||||||||||||||||||
| GAAP | Adjustment | Adjusted | Adjustment | Currency | Currency | GAAP | 2019 | 2019 | 2019 | 2019 | |||||||||||||||||||||||
| Selected Financial Data | |||||||||||||||||||||||||||||||||
| Gross Profit | $ | 595,759 | $ | 7,565 | ^(1)^ | $ | 603,323 | $ | 1,267 | $ | 597,026 | $ | 604,591 | $ | 611,531 | (2.6 | %) | (1.3 | %) | (2.4 | %) | (1.1 | %) | ||||||||||
| Gross Margin | 56.5 | % | 57.2 | % | 56.5 | % | 57.2 | % | 56.6 | % | |||||||||||||||||||||||
| Selling, General and Administrative Expenses | $ | 225,509 | $ | (38,580 | )^(2^^)^ | $ | 186,929 | $ | 532 | $ | 226,041 | $ | 187,461 | $ | 188,889 | 19.4 | % | (1.0 | %) | 19.7 | % | (0.8 | %) | ||||||||||
| Operating Income | $ | 168,495 | $ | 49,810 | ^(3)^ | $ | 218,304 | $ | (731 | ) | $ | 167,764 | $ | 218,540 | $ | 222,099 | (24.1 | %) | (1.7 | %) | (24.5 | %) | (1.6 | %) | |||||||||
| Operating Income Margin | 16.0 | % | 20.7 | % | 15.9 | % | 20.7 | % | 20.6 | % |
Note: Totals may not sum due to rounding.^^
| (1) | Excludes $7,565 of charges associated with the Company’s previously disclosed 2020 organizational<br>restructuring plan. |
|---|---|
| (2) | Excludes the one-time stock compensation expense of $32,686 associated<br>with the previously disclosed option granted to Ms. Oprah Winfrey in connection with the Company extending its partnership with Ms. Winfrey and $5,894 of charges associated with the Company’s previously disclosed 2020 organizational<br>restructuring plan. |
| --- | --- |
| (3) | Excludes the one-time stock compensation expense of $32,686 associated<br>with the previously disclosed option granted to Ms. Oprah Winfrey in connection with the Company extending its partnership with Ms. Winfrey, the $7,565 and $5,894 of charges associated with the Company’s previously disclosed 2020<br>organizational restructuring plan recorded to cost of services and selling, general and administrative expenses, respectively, and the impairment charge of $3,665 for the Company’s goodwill related to its Brazil operations.<br> |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS)
UNAUDITED
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 26, | September 28, | September 26, | September 28, | |||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Net Income | $ | 54,525 | $ | 47,086 | $ | 62,468 | $ | 90,233 |
| Interest | 29,735 | 33,118 | 92,281 | 103,045 | ||||
| Taxes | 8,604 | 13,123 | 13,546 | 26,834 | ||||
| Depreciation and Amortization | 12,420 | 10,850 | 37,402 | 33,543 | ||||
| Stock-based Compensation | 6,029 | 5,243 | 48,680 | 14,927 | ||||
| EBITDAS | $ | 111,313 | $ | 109,420 | $ | 254,378 | $ | 268,582 |
| 2020 Restructuring Charges ^(1)^ | 2,251 | — | 13,459 | — | ||||
| Goodwill Impairment ^(2)^ | — | — | 3,665 | — | ||||
| Adjusted EBITDAS | $ | 113,564 | $ | 109,420 | $ | 271,502 | $ | 268,582 |
Note: Totals may not sum due to rounding.
| (1) | Charges associated with the Company’s previously disclosed 2020 organizational restructuring plan.<br> |
|---|---|
| (2) | Impairment charge of the Company’s goodwill related to its Brazil operations. |
| --- | --- |
WW INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT RATIO)
UNAUDITED
| Q4 2019 | Q1 2020 | Q2 2020 | Q3 2020 | Trailing Twelve<br>Months | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Debt to Adjusted EBITDAS | |||||||||||
| Net Income (Loss) | $ | 29,383 | $ | (6,063 | ) | $ | 14,006 | $ | 54,525 | $ | 91,851 |
| Interest | 32,222 | 31,551 | 30,995 | 29,735 | 124,503 | ||||||
| Taxes | 4,679 | (651 | ) | 5,592 | 8,604 | 18,224 | |||||
| Depreciation and Amortization | 11,474 | 12,211 | 12,771 | 12,420 | 48,876 | ||||||
| Stock-based Compensation | 5,544 | 3,965 | 38,686 | 6,029 | 54,225 | ||||||
| EBITDAS | $ | 83,302 | $ | 41,013 | $ | 102,049 | $ | 111,313 | $ | 337,678 | |
| 2020 Restructuring Charges ^(1)^ | $ | — | $ | — | $ | 11,209 | $ | 2,251 | 13,459 | ||
| Goodwill Impairment ^(2)^ | $ | — | $ | 3,665 | $ | — | $ | — | $ | 3,665 | |
| Adjusted EBITDAS | $ | 83,302 | $ | 44,678 | $ | 113,258 | $ | 113,564 | $ | 354,803 | |
| Total Debt | $ | 1,522,830 | |||||||||
| Less: Cash | 204,397 | ||||||||||
| Net Debt | $ | 1,318,432 | |||||||||
| Net Debt to Adjusted EBITDAS | 3.7 X |
Note: Totals may not sum due to rounding.
| (1) | Charges associated with the Company’s previously disclosed 2020 organizational restructuring plan.<br> |
|---|---|
| (2) | Impairment charge of the Company’s goodwill related to its Brazil operations. |
| --- | --- |