• WW Announces Second Quarter 2022 Results

    Source: Nasdaq GlobeNewswire / 04 Aug 2022 16:01:58   America/New_York

    • Q2 2022 End of Period Subscribers of 4.3 million
    • Q2 2022 Revenues of $269.5 million

    • Q2 2022 Gross Margin of 60.5%; Q2 2022 adjusted gross margin of 61.9% excluding the net impact of restructuring charges

    • Q2 2022 Operating Income of $13.4 million; Q2 2022 adjusted operating income of $58.3 million excluding the impact of non-cash intangible impairment charges and net impact of restructuring charges

    • Revised FY 2022 Guidance: Revenues in the range of $1.05 billion to $1.09 billion and GAAP EPS in the range of $0.25 to $0.30 per fully diluted share, which incorporates the net negative impact of approximately $0.55 per fully diluted share from non-cash intangible impairment charges, estimated restructuring charges, and out-of-period income tax adjustments

    NEW YORK, Aug. 04, 2022 (GLOBE NEWSWIRE) -- WW International, Inc. (NASDAQ: WW) (“WeightWatchers,” “WW,” or “the Company”) today announced its results for the second quarter of fiscal 2022.

    “I joined WeightWatchers with a clear-eyed vision that building a digital community around a shared interest of health and weight loss is the key to member success and subscriber growth. I am now even more confident that it is the right path forward,” said Sima Sistani, the Company’s CEO. “2022 will be a transition year while we execute on a number of initiatives to simplify the business and build a foundation for profitable growth.”

    Amy O’Keefe, the Company’s CFO, said, “The actions that we have taken to right-size our cost structure enabled us to expand our adjusted operating margin despite revenue pressure in the second quarter. For the balance of the year, we are focused on stabilizing subscriber trends, while continuing to manage costs tightly in the current environment.”

    Q2 2022 Consolidated Results

          

     

     

    % Change
    		 % Change
    Adjusted for
    Constant
    Currency(1)
     Three Months Ended  
     July 2, July 3,  
      2022    2021  
    (in millions except percentages and per share amounts)

    		       
    Subscription Revenues, net$240.4  $272.9 (11.9%) (8.3%)
    Product Sales and Other, net 29.1   38.5 (24.5%) (21.9%)
    Revenues, net$269.5  $311.4 (13.5%) (10.0%)
    Gross Profit$163.0  $186.0 (12.4%) (8.3%)
    Adjustments(1)       
    Net Restructuring Charges(2) 3.9   5.0    
    Adjusted Gross Profit(1)$166.9  $191.0 (12.6%) (8.6%)
    Operating Income$13.4  $59.7 (77.6%) (72.6%)
    Adjustments(1)       
    Franchise Rights Acquired and Goodwill Impairments 26.4   --    
    Net Restructuring Charges(2) 18.6   5.2    
    Adjusted Operating Income(1)$58.3  $64.9 (10.1%) (3.5%)
    Net (Loss) Income($4.6) $8.9 (152.2%) (132.5%)
    EPS($0.07) $0.12     (152.8%) (132.9%)


    Total Paid Weeks     		 57.5   64.3 (10.7%) N/A
    Digital(4) Paid Weeks(3) 47.3   54.5 (13.4%) N/A
    Workshops + Digital(5) Paid Weeks(3) 10.2   9.8 4.3% N/A
                
    End of Period Subscribers(6)   4.3   4.9 (12.3%) N/A
    Digital Subscribers(3) 3.4   4.1 (16.5%) N/A
    Workshops + Digital Subscribers(3) 0.8   0.7 10.6% N/A
            
    ___________________________________

    Note: Totals may not sum due to rounding.
    (1)   See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.
    (2)   See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on the Company’s previously disclosed 2022, 2021, and 2020 restructuring plans, and the reversal of certain of the charges associated therewith.
    (3)   See “Q2 2022 Business and Financial Highlights” and “Other Items” in this release and “Operational Statistics” and “Reconciliation of Non-GAAP Financial Measures” attached to this release for additional details on the cessation of our Digital 360 offering and the impact of the transition of more than a majority of associated members from our Digital business to our Workshops + Digital business.
    (4)   “Digital” refers to providing subscriptions to the Company’s digital product offerings, including Personal Coaching + Digital and Digital 360 as applicable.
    (5)   “Workshops + Digital” refers to providing unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings to commitment plan subscribers, including former Digital 360 members as applicable. It also includes the provision of access to workshops for members who do not subscribe to commitment plans, including the Company’s “pay-as-you-go” members.
    (6)   “Subscribers” refers to Digital subscribers and Workshops + Digital subscribers who participate in recur bill programs in Company-owned operations.

     

    Q2 2022 Business and Financial Highlights

    • End of Period Subscribers in Q2 2022 were down 12.3% versus the prior year period, primarily driven by declines in the Digital business in all major geographic markets. Q2 2022 End of Period Digital Subscribers decreased 16.5% versus the prior year period. Q2 2022 End of Period Workshops + Digital Subscribers increased 10.6% versus the prior year period, benefitting from the transition of former Digital 360 members from the Digital business to the Workshops + Digital business in the quarter.
      • Adjusting Q2 2022 End of Period Subscribers for both businesses to exclude the transition of 127 thousand former Digital 360 members from the Digital business to the Workshops + Digital business, End of Period Digital Subscribers would have been down 13.4% and End of Period Workshops + Digital Subscribers would have been down 6.4%, both versus the prior year period.
    • Total Paid Weeks in Q2 2022 were down 10.7% versus the prior year period, driven by declines in all major geographic markets. Q2 2022 Digital Paid Weeks decreased 13.4% versus the prior year period. Q2 2022 Workshops + Digital Paid Weeks increased 4.3% versus the prior year period, benefitting from the transition of former Digital 360 members from the Digital business to the Workshops + Digital business in the quarter.
      • Adjusting Q2 2022 Paid Weeks for both businesses to exclude 847 thousand Paid Weeks attributable to former Digital 360 members who transitioned from the Digital business to the Workshops + Digital business, Digital Paid Weeks would have been down 11.8% and Workshops + Digital Paid Weeks would have been down 4.3%, both versus the prior year period.
    • Revenues in Q2 2022 were $269.5 million. On a constant currency basis, Q2 2022 revenues decreased 10.0% versus the prior year period.

      • Subscription Revenues in Q2 2022 were $240.4 million. On a constant currency basis, these revenues decreased 8.3% versus the prior year period.

      • Product Sales and Other in Q2 2022 were $29.1 million. On a constant currency basis, these revenues decreased 21.9% versus the prior year period.

    • Gross Profit in Q2 2022 was $163.0 million, compared to $186.0 million in the prior year period. Adjusted gross profit in Q2 2022, which excluded the net impact of $3.9 million of restructuring charges, was $166.9 million. Adjusted gross profit in Q2 2021, which excluded the net impact of $5.0 million of restructuring charges, was $191.0 million.

      • Gross Margin in Q2 2022 was 60.5%, as compared to 59.7% in the prior year period. Adjusted gross margin in Q2 2022 was 61.9%, up 60 basis points from an adjusted gross margin of 61.3% in the prior year period primarily driven by operating leverage within the Workshops + Digital business.

    • Non-Cash Intangible Impairment Charges: In Q2 2022, the Company recorded non-cash intangible impairment charges totaling $26.4 million that included a $24.5 million charge of franchise rights acquired related to its Canada operation, a $0.8 million charge of franchise rights acquired related to its New Zealand operation, and a $1.1 million charge of its goodwill related to its Kurbo operations following the determination to exit its Kurbo business.

    • Operating Income in Q2 2022 was $13.4 million, compared to $59.7 million in the prior year period. Adjusted operating income in Q2 2022, which excluded the impact of non-cash intangible impairment charges totaling $26.4 million and the net impact of $18.6 million of restructuring charges, was $58.3 million, down 10.1% versus adjusted operating income in the prior year period. Adjusted operating income in Q2 2021, which excluded the net impact of $5.2 million of restructuring charges, was $64.9 million.

    • Effective Tax Rate in Q2 2022 was 38.4%, compared to 9.9% in the prior year period.

    • Net Loss in Q2 2022 was $4.6 million compared to net income of $8.9 million in the prior year period.

    • Diluted Net Loss per share in Q2 2022 was $0.07 compared to earnings per fully diluted share (EPS) of $0.12 in the prior year period.

      • Certain items affect year-over-year comparability.
        • Q2 2022 EPS was negatively impacted by $0.47 in the aggregate due to the following items:
          • $0.30 per fully diluted share negative impact of non-cash intangible impairment charges.
          • $0.20 per fully diluted share net negative impact of restructuring charges.
          • $0.03 per fully diluted share tax benefit due to out-of-period income tax adjustments.
        • Q2 2021 EPS was negatively impacted by $0.36 in the aggregate due to the following items:
          • $0.31 per fully diluted share impact from early extinguishment of debt charges associated with the Company’s previously announced April 2021 debt refinancing.
          • $0.05 per fully diluted share net negative impact of restructuring charges.

    Other Items

    • Cash balance as of July 2, 2022 was $148.6 million. On that same date, the Company had no outstanding borrowings under its $175.0 million revolving credit facility.
    • 2022 Restructuring Plan: In connection with its previously announced 2022 restructuring plan, the Company recorded restructuring charges of $19.1 million in Q2 2022. The Company expects to record an additional $8 million of restructuring charges in fiscal 2022, increasing its full year estimate of restructuring charges to $27 million, up from its prior range of $18 million to $22 million. The Company now expects annual run-rate savings to be over $35 million, up from its prior estimate of nearly $30 million. In-year fiscal 2022 run-rate savings are expected to approach $20 million, at the high end of the prior estimated range of $16 million to $20 million.
    • Cessation of Digital 360 Product Offering: As previously announced, in Q2 2022, the Company ceased offering its Digital 360 product and transitioned more than a majority of the associated members from the Digital business to the Workshops + Digital business, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. For additional detail on the impact of this transition of former Digital 360 members at the then-current pricing for such product on End of Period Subscribers, Revenues, and Paid Weeks, see “Operational Statistics” and “Reconciliation of Non-GAAP Financial Measures” attached to this release.

    Full Year Fiscal 2022 Guidance

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

    • Revenues are expected to be in the range of $1.05 billion to $1.09 billion. Prior revenue guidance was in the range of $1.09 billion to $1.14 billion.
    • GAAP EPS expected to be in the range of $0.25 to $0.30 per fully diluted share, which incorporates a net negative impact of approximately $0.55 per fully diluted share related to non-cash intangible impairment charges recorded in Q2 2022, estimated restructuring charges, and the benefit from out-of-period income tax adjustments recorded in Q2 2022. Prior GAAP EPS guidance was in the range of $0.72 to $0.78 per fully diluted share, which incorporated the negative impact of approximately $0.20 to $0.24 per fully diluted share of estimated restructuring charges.

    Second Quarter 2022 Conference Call and Webcast
    The Company has scheduled a conference call today at 5:00 p.m. ET.  During the conference call, Sima Sistani, Chief Executive Officer, and Amy O’Keefe, Chief Financial Officer, will discuss the second quarter of fiscal 2022 results and answer questions from the investment community.

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

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

    To supplement the Company's consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross profit margin, operating 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), as applicable, with respect to (i) the second quarter of fiscal 2022 to exclude (a) the impact of impairment charges for our franchise rights acquired related to our Canada and New Zealand units of account and the impairment charge for our goodwill related to our wholly-owned subsidiary Kurbo, Inc. (“Kurbo”) and (b) the net impact of (x) charges associated with our previously disclosed 2022 restructuring plan (the “2022 plan”) and (y) the reversal of certain of the charges associated with our previously disclosed 2021 organizational restructuring plan (the “2021 plan”); (ii) the first six months of fiscal 2022 to exclude (a) the impact of impairment charges for our franchise rights acquired related to our Canada and New Zealand units of account and the impairment charge for our goodwill related to Kurbo, and (b) the net impact of (x) charges associated with the 2022 plan, (y) charges associated with the 2021 plan or the reversal of certain of the charges associated with the 2021 plan, as applicable, and (z) the reversal of certain of the charges associated with our previously disclosed 2020 organizational restructuring plan (the “2020 plan”); and (iii) the second quarter and first six months of fiscal 2021 to exclude the net impact of (x) charges associated with the 2021 plan and (y) the reversal of certain of the charges associated with the 2020 plan. We generally refer to such non-GAAP measures as follows: (i) with respect to the adjustments for the second quarter and first six months of fiscal 2022, as excluding or adjusting for the impact of franchise rights acquired and goodwill impairments (or non-cash intangible impairment charges) and the net impact of restructuring charges; and (ii) with respect to the adjustments for the second quarter and first six months of fiscal 2021, as excluding or adjusting for the net impact of restructuring charges. The Company also presents in the attachments to this release the non-GAAP financial measures earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired and goodwill impairments, net restructuring charges, and early extinguishment of debt with respect to the Company’s previously disclosed April 2021 debt refinancing and voluntary debt prepayments (“Adjusted EBITDAS”); 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.
    WeightWatchers is a human-centric technology company powered by the world's leading commercial weight management program. For nearly six decades, we have inspired millions of people to adopt healthy habits for real life. Through our comprehensive tools, expert Coaches and community, members follow our proven, sustainable, science-based program focused on weight loss. To learn more about the WeightWatchers approach to healthy living, please visit ww.com. For more information about our global business, visit our corporate website at corporate.ww.com.   

    This news release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, revenue and earnings guidance and any statements about the Company’s plans, strategies, objectives, initiatives, roadmap and prospects and the impact of the COVID-19 virus. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim,” "bring," "going to" and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: the impact of the ongoing global outbreak of the COVID-19 virus on the Company’s business and liquidity and on the business and consumer environment and markets in which the Company operates; competition from other weight management and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company’s failure to continue to retain and grow its subscriber base; the Company’s ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to appeal to the market, or the Company’s ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment; the ability to successfully implement strategic initiatives; the effectiveness and efficiency of the Company’s advertising and marketing programs, including the strength of its social media presence; the impact on the Company’s reputation of actions taken by its franchisees, licensees, suppliers and other partners; the recognition of asset impairment charges; the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate the Company’s workforce; the Company’s chief executive officer transition; the inability to renew certain of the Company’s licenses, or the inability to do so on terms that are favorable to the Company; the expiration or early termination by the Company of leases; uncertainties related to a downturn in general economic conditions or consumer confidence, including the potential impact of political and social unrest, and the existing inflationary environment; the Company’s ability to successfully make acquisitions or enter into joint ventures or collaborations, including its ability to successfully integrate, operate or realize the anticipated benefits of such businesses; the seasonal nature of the Company’s business; the impact of events that discourage or impede people from gathering with others or impede accessing resources; the Company’s failure to maintain effective internal control over financial reporting; the impact of the Company’s substantial amount of debt, debt service obligations and debt covenants, and the Company’s exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company’s debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company’s technology or systems; the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the Company’s ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; risks and uncertainties associated with the Company’s international operations, including regulatory, economic, political, social, intellectual property and foreign currency risks, which risks may be exacerbated as a result of the war in Ukraine; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; the possibility that the interests of Artal Group S.A., the largest holder of the Company’s common stock and a shareholder with significant influence over the Company, will conflict with the Company’s interests or the interests of other holders of the Company’s common stock; the impact that the sale of substantial amounts of the Company’s common stock by existing large shareholders, or the perception that such sales could occur, could have on the market price of the Company’s common stock; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the United States Securities and Exchange Commission (which are available on the SEC’s EDGAR database at www.sec.gov and via the Company’s website at corporate.ww.com).


     

    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS AT
    (IN THOUSANDS)
    UNAUDITED
         
      July 2, January 1,
       2022   2022 
    ASSETS    
    CURRENT ASSETS    
    Cash and cash equivalents $148,595  $153,794 
    Receivables (net of allowances: July 2, 2022 - $1,906 and January 1, 2022 - $1,726)  32,277   29,321 
    Inventories  32,330   30,566 
    Prepaid income taxes  22,758   30,478 
    Prepaid expenses and other current assets  29,500   27,014 
    TOTAL CURRENT ASSETS  265,460   271,173 
    Property and equipment, net  31,913   37,219 
    Operating lease assets  83,777   89,902 
    Franchise rights acquired  756,750   785,195 
    Goodwill  159,932   157,374 
    Other intangible assets, net  61,991   61,126 
    Deferred income taxes  14,570   11,259 
    Other noncurrent assets  16,220   15,686 
    TOTAL ASSETS $1,390,613  $1,428,934 
    LIABILITIES AND TOTAL DEFICIT    
    CURRENT LIABILITIES    
    Portion of long-term debt due within one year $—  $— 
    Portion of operating lease liabilities due within one year  18,431   20,297 
    Accounts payable  24,526   22,444 
    Salaries and wages payable  61,951   57,401 
    Accrued marketing and advertising  7,756   15,904 
    Accrued interest  5,282   5,085 
    Other accrued liabilities  41,395   45,728 
    Derivative payable  307   14,670 
    Income taxes payable  937   1,748 
    Deferred revenue  47,637   45,855 
    TOTAL CURRENT LIABILITIES  208,222   229,132 
    Long-term debt, net  1,420,194   1,418,104 
    Long-term operating lease liabilities  73,210   78,157 
    Deferred income taxes  142,878   157,718 
    Other  2,217   2,227 
    TOTAL LIABILITIES  1,846,271   1,885,338 
    TOTAL DEFICIT    
    Common stock, $0 par value; 1,000,000 shares authorized; 122,052 shares issued at July 2, 2022 and 122,052 shares issued at January 1, 2022  0   0 
    Treasury stock, at cost, 51,691 shares at July 2, 2022 and 51,988 shares at January 1, 2022  (3,107,324)  (3,120,149)
    Retained earnings  2,661,818   2,682,349 
    Accumulated other comprehensive loss  (10,602)  (18,604)
    TOTAL DEFICIT  (456,108)  (456,404)
    TOTAL LIABILITIES AND TOTAL DEFICIT $1,390,613  $1,428,934 
         



    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    CONSOLIDATED STATEMENTS OF NET INCOME 
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 
    UNAUDITED 
            
        Three Months Ended 
        July 2, July 3, 
         2022   2021 
    Subscription revenues, net (1)  $240,391  $272,871 
    Product sales and other, net (2)   29,063   38,508 
     Revenues, net   269,454   311,379 
    Cost of subscription revenues (3)   84,129   95,825 
    Cost of product sales and other   22,363   29,528 
     Cost of revenues   106,492   125,353 
     Gross profit   162,962   186,026 
    Marketing expenses   51,857   57,154 
    Selling, general and administrative expenses   71,319   69,199 
    Franchise rights acquired and goodwill impairments   26,420   — 
     Operating income   13,366   59,673 
    Interest expense   19,255   20,293 
    Other expense, net   1,613   381 
    Early extinguishment of debt   —   29,169 
     (Loss) income before income taxes   (7,502)  9,830 
    (Benefit from) provision for income taxes   (2,879)  970 
     Net (loss) income  $(4,623) $8,860 
            
    (Net loss) earnings per share      
     Basic  $(0.07) $0.13 
     Diluted  $(0.07) $0.12 
            
    Weighted average common shares outstanding:      
     Basic   70,305   69,588 
     Diluted   70,305   71,160 
            
            
    Note: Totals may not sum due to rounding.      
    (1) Consists of net “Digital Subscription Revenues” and net “Workshops + Digital Fees”. "Digital Subscription Revenues" consist of the fees associated with subscriptions for the Company’s Digital offerings, including Personal Coaching + Digital and Digital 360 as applicable. "Workshops + Digital Fees" consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. 
    (2) Consists of sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and franchise fees with respect to commitment plans and royalties. 
    (3) Consists of cost of revenues and operating expenses for the Company's Digital and Workshops + Digital services.
            
     
            
      
      
            



    WW INTERNATIONAL, INC. AND SUBSIDIARIES  
    CONSOLIDATED STATEMENTS OF NET INCOME  
    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)  
    UNAUDITED  
             
        Six Months Ended  
        July 2, July 3,  
         2022   2021   
    Subscription revenues, net (1)  $497,376  $552,691   
    Product sales and other, net (2)   69,838   90,484   
     Revenues, net   567,214   643,175   
    Cost of subscription revenues (3)   170,170   194,929   
    Cost of product sales and other   53,985   68,786   
     Cost of revenues   224,155   263,715   
     Gross profit   343,059   379,460   
    Marketing expenses   159,427   174,088   
    Selling, general and administrative expenses   134,877   142,870   
    Franchise rights acquired and goodwill impairments   26,420   —   
     Operating income   22,335   62,502   
    Interest expense   37,926   49,416   
    Other expense, net   1,956   143   
    Early extinguishment of debt   —   29,169   
     Loss before income taxes   (17,547)  (16,226)  
    Benefit from income taxes   (4,681)  (6,859)  
     Net loss   (12,866)  (9,367)  
             
    Net loss per share       
     Basic  $(0.18) $(0.14)  
     Diluted  $(0.18) $(0.14)  
             
    Weighted average common shares outstanding:       
     Basic   70,195   69,336   
     Diluted   70,195   69,336   
             
             
    Note: Totals may not sum due to rounding.       
    (1) Consists of net “Digital Subscription Revenues” and net “Workshops + Digital Fees”. "Digital Subscription Revenues" consist of the fees associated with subscriptions for the Company’s Digital offerings, including Personal Coaching + Digital and Digital 360 as applicable. "Workshops + Digital Fees" consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops.  
    (2) Consists of sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and franchise fees with respect to commitment plans and royalties.  
    (3) Consists of cost of revenues and operating expenses for the Company's Digital and Workshops + Digital services.
             
             
       
             



    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    CONSOLIDATED STATEMENTS OF CASH FLOWS 
    (IN THOUSANDS) 
    UNAUDITED 
          
      Six Months Ended 
      July 2, July 3, 
       2022   2021  
    Operating activities:     
    Net loss $(12,866) $(9,367) 
    Adjustments to reconcile net loss to cash provided by operating activities:     
    Depreciation and amortization  22,792   26,093  
    Amortization of deferred financing costs and debt discount  2,509   3,533  
    Impairment of franchise rights acquired and goodwill  26,420   —  
    Impairment of intangible and long-lived assets  112   224  
    Share-based compensation expense  6,986   13,192  
    Deferred tax benefit  (21,164)  (2,811) 
    Allowance for doubtful accounts  127   (90) 
    Reserve for inventory obsolescence  2,565   3,830  
    Foreign currency exchange rate loss (gain)  2,229   (44) 
    Early extinguishment of debt  —   29,169  
    Changes in cash due to:     
    Receivables  (7,499)  730  
    Inventories  (4,351)  6,527  
    Prepaid expenses  6,864   (11,481) 
    Accounts payable  3,211   3,337  
    Accrued liabilities  (1,039)  (16,699) 
    Deferred revenue  3,342   976  
    Other long term assets and liabilities, net  (2,329)  (2,125) 
    Income taxes  (1,496)  (6,742) 
    Cash provided by operating activities  26,413   38,252  
    Investing activities:     
    Capital expenditures  (1,066)  (984) 
    Capitalized software expenditures  (18,019)  (17,447) 
    Cash paid for acquisitions  (4,350)  (10,849) 
    Other items, net  (20)  (1,534) 
    Cash used for investing activities  (23,455)  (30,814) 
    Financing activities:     
    Net (payments) borrowings on revolver  —   —  
    Proceeds from long term debt  —   1,500,000  
    Financing costs and debt discount  —   (37,315) 
    Payments on long-term debt  —   (1,509,000) 
    Taxes paid related to net share settlement of equity awards  (1,925)  (4,223) 
    Proceeds from stock options exercised  —   4,469  
    Other items, net  (61)  (80) 
    Cash used for financing activities  (1,986)  (46,149) 
    Effect of exchange rate changes on cash and cash equivalents  (6,171)  (1,612) 
    Net decrease in cash and cash equivalents  (5,199)  (40,323) 
    Cash and cash equivalents, beginning of period  153,794   165,887  
    Cash and cash equivalents, end of period $148,595  $125,564  
          



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    OPERATIONAL STATISTICS
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
           
      Three Months Ended  
      July 2, July 3, Variance
      2022 2021 
           
    Digital Paid Weeks (1)*     
    North America30,054 34,187 (12.1%)
    CE 13,707 15,905 (13.8%)
    UK 2,512 3,463 (27.5%)
    Other (2)978 991 (1.3%)
    Total Digital Paid Weeks47,251 54,546 (13.4%)
           
    Workshops + Digital Paid Weeks (1)*     
    North America7,701 7,149 7.7%
    CE 1,382 1,321 4.7%
    UK 921 1,016 (9.4%)
    Other (2)216 311 (30.7%)
    Total Workshops + Digital Paid Weeks10,221 9,797 4.3%
           
    Total Paid Weeks (1)*     
    North America37,755 41,336 (8.7%)
    CE 15,089 17,225 (12.4%)
    UK 3,433 4,480 (23.4%)
    Other (2)1,194 1,302 (8.3%)
    Total Paid Weeks57,471 64,344 (10.7%)
           
    End of Period Digital Subscribers (3)*     
    North America2,175 2,604 (16.5%)
    CE 1,010 1,180 (14.4%)
    UK 183 261 (29.9%)
    Other (2)73 75 (2.6%)
    Total End of Period Digital Subscribers3,440 4,120 (16.5%)
           
    End of Period Workshops + Digital Subscribers (3)*     
    North America631 554 13.8%
    CE 109 94 15.7%
    UK 72 77 (5.9%)
    Other (2)16 23 (32.0%)
    Total End of Period Workshops + Digital Subscribers828 748 10.6%
           
    Total End of Period Subscribers (3)*     
    North America2,805 3,158 (11.2%)
    CE 1,119 1,274 (12.2%)
    UK 255 337 (24.4%)
    Other (2)89 98 (9.6%)
    Total End of Period Subscribers4,268 4,868 (12.3%)
           
           
           
    Note: Totals may not sum due to rounding.     
    * In the second quarter of fiscal 2022, the Company ceased offering its Digital 360 product. More than a majority of associated members were transitioned from the Company’s Digital business to its Workshops + Digital business during the second quarter, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. The cessation of this product offering and these transitions of former Digital 360 members at the then-current pricing for such product impacted the number of End of Period Subscribers in each business as well as the associated Paid Weeks and Revenues for each business.
    (1) The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s digital subscription products (including Personal Coaching + Digital and Digital 360 as applicable); (ii) “Workshops + Digital Paid Weeks” is the sum of total paid commitment plan weeks which include workshops and digital offerings and total “pay-as-you-go” weeks; and (iii) “Total Paid Weeks” is the sum of Digital Paid Weeks and Workshops + Digital Paid Weeks. The table below sets forth Workshops + Digital Paid Weeks attributable to former Digital 360 members who transitioned from the Company's Digital business to its Workshops + Digital business during the second quarter of fiscal 2022.
          Three Months Ended
          July 2,
          2022 
           
    North America    743 
    CE     46 
    UK     58 
    Other     - 
    Total Workshops + Digital Paid Weeks Attributable To Former Digital 360 Members   847 
           
    (2) Represents Australia, New Zealand and emerging markets.     
    (3) The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital, including Personal Coaching + Digital and Digital 360 (as applicable), subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of commitment plan subscribers that have access to combined workshops and digital offerings; and (iii) “End of Period Subscribers” is the sum of End of Period Digital Subscribers and End of Period Workshops + Digital Subscribers. The table below sets forth End of Period Workshops + Digital Subscribers attributable to former Digital 360 members who transitioned from the Company's Digital business to its Workshops + Digital business during the second quarter of fiscal 2022.
           
          Three Months Ended
          July 2,
          2022 
           
    North America    113 
    CE     7 
    UK     7 
    Other     - 
    Total End of Period Workshops + Digital Subscribers Attributable To Former Digital 360 Members 127 
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    OPERATIONAL STATISTICS  
    (IN THOUSANDS, EXCEPT PERCENTAGES) 
    UNAUDITED 
            
      Six Months Ended   
      July 2, July 3, Variance 
      2022 2021  
            
    Digital Paid Weeks (1)*      
    North America61,468 67,658 (9.1%) 
    CE 27,803 31,454 (11.6%) 
    UK 5,122 6,862 (25.3%) 
    Other (2)2,062 2,077 (0.7%) 
    Total Digital Paid Weeks96,456 108,051 (10.7%) 
            
    Workshops + Digital Paid Weeks (1)*      
    North America14,970 13,818 8.3% 
    CE 2,702 2,842 (4.9%) 
    UK 1,801 2,056 (12.4%) 
    Other (2)463 650 (28.7%) 
    Total Workshops + Digital Paid Weeks19,937 19,366 2.9% 
            
    Total Paid Weeks (1)*      
    North America76,439 81,476 (6.2%) 
    CE 30,505 34,295 (11.1%) 
    UK 6,924 8,918 (22.4%) 
    Other (2)2,526 2,728 (7.4%) 
    Total Paid Weeks116,393 127,417 (8.7%) 
            
    End of Period Digital Subscribers (3)*      
    North America2,175 2,604 (16.5%) 
    CE 1,010 1,180 (14.4%) 
    UK 183 261 (29.9%) 
    Other (2)73 75 (2.6%) 
    Total End of Period Digital Subscribers3,440 4,120 (16.5%) 
            
    End of Period Workshops + Digital Subscribers (3)*      
    North America631 554 13.8% 
    CE 109 94 15.7% 
    UK 72 77 (5.9%) 
    Other (2)16 23 (32.0%) 
    Total End of Period Workshops + Digital Subscribers828 748 10.6% 
            
    Total End of Period Subscribers (3)*      
    North America2,805 3,158 (11.2%) 
    CE 1,119 1,274 (12.2%) 
    UK 255 337 (24.4%) 
    Other (2)89 98 (9.6%) 
    Total End of Period Subscribers4,268 4,868 (12.3%) 
            
            
            
    Note: Totals may not sum due to rounding.      
    * In the second quarter of fiscal 2022, the Company ceased offering its Digital 360 product. More than a majority of associated members were transitioned from the Company’s Digital business to its Workshops + Digital business during the second quarter, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. The cessation of this product offering and these transitions of former Digital 360 members at the then-current pricing for such product impacted the number of End of Period Subscribers in each business as well as the associated Paid Weeks and Revenues for each business. 
    (1) The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s digital subscription products (including Personal Coaching + Digital and Digital 360 as applicable); (ii) “Workshops + Digital Paid Weeks” is the sum of total paid commitment plan weeks which include workshops and digital offerings and total “pay-as-you-go” weeks; and (iii) “Total Paid Weeks” is the sum of Digital Paid Weeks and Workshops + Digital Paid Weeks. The table below sets forth Workshops + Digital Paid Weeks attributable to former Digital 360 members who transitioned from the Company's Digital business to its Workshops + Digital business during the second quarter of fiscal 2022. 
            
          Six Months Ended 
          July 2, 
          2022  
            
    North America    743  
    CE     46  
    UK     58  
    Other     -  
    Total Workshops + Digital Paid Weeks Attributable To Former Digital 360 Members   847  
            
    (2) Represents Australia, New Zealand and emerging markets.      
    (3) The “End of Period Subscribers” metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital, including Personal Coaching + Digital and Digital 360 (as applicable), subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of commitment plan subscribers that have access to combined workshops and digital offerings; and (iii) “End of Period Subscribers” is the sum of End of Period Digital Subscribers and End of Period Workshops + Digital Subscribers. The table below sets forth End of Period Workshops + Digital Subscribers attributable to former Digital 360 members who transitioned from the Company's Digital business to its Workshops + Digital business during the second quarter of fiscal 2022. 
            
          Six Months Ended 
          July 2, 
          2022  
            
    North America    113  
    CE     7  
    UK     7  
    Other     -  
    Total End of Period Workshops + Digital Subscribers Attributable To Former Digital 360 Members 127  
            



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                 
                 
                 
                 
                 
                 
              Q2 2022 Variance
                 2022 
            Constant
      Q2 2022 Q2 2021  2022  Currency
        Currency Constant   vs vs
      GAAP Adjustment Currency GAAP  2021   2021 
    Selected Financial Data*           
    Consolidated Company Revenues$269,454 $10,725 $280,179 $311,379  (13.5%)  (10.0%)
    Consolidated Digital Subscription Revenues (1)$174,219 $7,958 $182,177 $205,337  (15.2%)  (11.3%)
    Consolidated Workshops + Digital Fees (2)$66,172 $1,763 $67,935 $67,534  (2.0%)  0.6%
    Consolidated Subscription Revenues (3)$240,391 $9,721 $250,111 $272,871  (11.9%)  (8.3%)
    Consolidated Product Sales and Other (4)$29,063 $1,005 $30,068 $38,508  (24.5%)  (21.9%)
                 
    North America           
    Digital Subscription Revenues (1)$114,435 $310 $114,745 $130,255  (12.1%)  (11.9%)
    Workshops + Digital Fees (2)$52,464 $95 $52,559 $51,699  1.5%  1.7%
    Subscription Revenues (3)$166,899 $404 $167,303 $181,954  (8.3%)  (8.1%)
    Product Sales and Other (4)$21,115 $59 $21,174 $25,675  (17.8%)  (17.5%)
    Total Revenues$188,014 $464 $188,478 $207,629  (9.4%)  (9.2%)
                 
    CE            
    Digital Subscription Revenues (1)$48,807 $6,585 $55,392 $60,602  (19.5%)  (8.6%)
    Workshops + Digital Fees (2)$7,791 $1,062 $8,853 $8,732  (10.8%)  1.4%
    Subscription Revenues (3)$56,598 $7,646 $64,244 $69,334  (18.4%)  (7.3%)
    Product Sales and Other (4)$5,145 $689 $5,834 $8,602  (40.2%)  (32.2%)
    Total Revenues$61,743 $8,336 $70,079 $77,936  (20.8%)  (10.1%)
                 
    UK            
    Digital Subscription Revenues (1)$6,608 $747 $7,355 $9,594  (31.1%)  (23.3%)
    Workshops + Digital Fees (2)$4,296 $490 $4,786 $4,606  (6.7%)  3.9%
    Subscription Revenues (3)$10,904 $1,238 $12,142 $14,200  (23.2%)  (14.5%)
    Product Sales and Other (4)$1,853 $207 $2,060 $2,802  (33.9%)  (26.5%)
    Total Revenues$12,757 $1,445 $14,202 $17,002  (25.0%)  (16.5%)
                 
    Other (5)           
    Digital Subscription Revenues (1)$4,369 $316 $4,685 $4,886  (10.6%)  (4.1%)
    Workshops + Digital Fees (2)$1,621 $116 $1,737 $2,497  (35.1%)  (30.4%)
    Subscription Revenues (3)$5,990 $432 $6,422 $7,383  (18.9%)  (13.0%)
    Product Sales and Other (4)$950 $49 $999 $1,429  (33.5%)  (30.1%)
    Total Revenues$6,940 $482 $7,422 $8,812  (21.2%)  (15.8%)
                 
                 
    Note: Totals may not sum due to rounding.           
    * In the second quarter of fiscal 2022, the Company ceased offering its Digital 360 product. More than a majority of associated members were transitioned from the Company’s Digital business to its Workshops + Digital business during the second quarter, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. The cessation of this product offering and these transitions of former Digital 360 members at the then-current pricing for such product impacted the number of End of Period Subscribers in each business as well as the associated Paid Weeks and Revenues for each business.
    (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, including Personal Coaching + Digital and Digital 360 as applicable.
    (2) “Workshops + Digital Fees” consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. The table below sets forth Workshops + Digital fees attributable to former Digital 360 members who transitioned from the Company's Digital business to its Workshops + Digital business during the second quarter of fiscal 2022.
            Q2 2022
              Currency Constant
            GAAP AdjustmentCurrency
     North America      $3,715 $-  $3,715 
     CE       170  23   193 
     UK       223  31   254 
     Other       -  -   - 
     Total Workshops + Digital Fees Attributable To Former Digital 360 Members   $4,108 $54  $4,162 
                 
    (3) “Subscription Revenues” equal “Digital Subscription Revenues" plus “Workshops + Digital Fees”.
    (4) “Product Sales and Other” are sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and, in the case of the consolidated financial results and Other reportable segment, franchise fees with respect to commitment plans and royalties.
    (5) Represents Australia, New Zealand, emerging markets and franchise revenues.
           



    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 
    (IN THOUSANDS, EXCEPT PERCENTAGES) 
    UNAUDITED 
                  
                  
                  
                  
                  
                  
              First Half 2022 Variance 
                 2022  
            Constant 
      First Half 2022 First Half 2021  2022  Currency 
        Currency Constant   vs vs 
      GAAP AdjustmentCurrency GAAP  2021   2021  
    Selected Financial Data*            
    Consolidated Company Revenues$567,214 $17,013 $584,227 $643,175  (11.8%)  (9.2%) 
    Consolidated Digital Subscription Revenues (1)$365,701 $12,556 $378,257 $411,398  (11.1%)  (8.1%) 
    Consolidated Workshops + Digital Fees (2)$131,675 $2,637 $134,312 $141,293  (6.8%)  (4.9%) 
    Consolidated Subscription Revenues (3)$497,376 $15,193 $512,569 $552,691  (10.0%)  (7.3%) 
    Consolidated Product Sales and Other (4)$69,838 $1,820 $71,658 $90,484  (22.8%)  (20.8%) 
                  
    North America            
    Digital Subscription Revenues (1)$239,754 $317 $240,071 $262,345  (8.6%)  (8.5%) 
    Workshops + Digital Fees (2)$103,444 $96 $103,540 $106,604  (3.0%)  (2.9%) 
    Subscription Revenues (3)$343,198 $413 $343,611 $368,949  (7.0%)  (6.9%) 
    Product Sales and Other (4)$49,129 $59 $49,188 $59,996  (18.1%)  (18.0%) 
    Total Revenues$392,327 $473 $392,800 $428,945  (8.5%)  (8.4%) 
                  
    CE             
    Digital Subscription Revenues (1)$102,282 $10,656 $112,938 $119,515  (14.4%)  (5.5%) 
    Workshops + Digital Fees (2)$16,013 $1,694 $17,707 $19,671  (18.6%)  (10.0%) 
    Subscription Revenues (3)$118,295 $12,351 $130,646 $139,186  (15.0%)  (6.1%) 
    Product Sales and Other (4)$14,349 $1,379 $15,728 $20,645  (30.5%)  (23.8%) 
    Total Revenues$132,644 $13,730 $146,374 $159,831  (17.0%)  (8.4%) 
                  
    UK             
    Digital Subscription Revenues (1)$14,413 $978 $15,391 $19,404  (25.7%)  (20.7%) 
    Workshops + Digital Fees (2)$8,718 $625 $9,343 $9,776  (10.8%)  (4.4%) 
    Subscription Revenues (3)$23,131 $1,603 $24,734 $29,180  (20.7%)  (15.2%) 
    Product Sales and Other (4)$4,065 $265 $4,330 $6,890  (41.0%)  (37.2%) 
    Total Revenues$27,196 $1,868 $29,064 $36,070  (24.6%)  (19.4%) 
                  
    Other (5)            
    Digital Subscription Revenues (1)$9,252 $605 $9,857 $10,134  (8.7%)  (2.7%) 
    Workshops + Digital Fees (2)$3,500 $222 $3,722 $5,242  (33.2%)  (29.0%) 
    Subscription Revenues (3)$12,752 $826 $13,578 $15,376  (17.1%)  (11.7%) 
    Product Sales and Other (4)$2,295 $115 $2,410 $2,953  (22.3%)  (18.4%) 
    Total Revenues$15,047 $942 $15,989 $18,329  (17.9%)  (12.8%) 
                  
                  
    Note: Totals may not sum due to rounding.            
    * In the second quarter of fiscal 2022, the Company ceased offering its Digital 360 product. More than a majority of associated members were transitioned from the Company’s Digital business to its Workshops + Digital business during the second quarter, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. The cessation of this product offering and these transitions of former Digital 360 members at the then-current pricing for such product impacted the number of End of Period Subscribers in each business as well as the associated Paid Weeks and Revenues for each business. 
    (1) “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, including Personal Coaching + Digital and Digital 360 as applicable. 
    (2) “Workshops + Digital Fees” consist of the fees associated with the Company's subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. The table below sets forth Workshops + Digital fees attributable to former Digital 360 members who transitioned from the Company's Digital business to its Workshops + Digital business during the second quarter of fiscal 2022. 
            First Half 2022 
              Currency Constant 
            GAAP AdjustmentCurrency 
     North America      $3,715 $-  $3,715  
     CE       170  23   193  
     UK       223  31   254  
     Other       -  -   -  
     Total Workshops + Digital Fees Attributable To Former Digital 360 Members   $4,108 $54  $4,162  
                  
    (3) “Subscription Revenues” equal “Digital Subscription Revenues" plus “Workshops + Digital Fees”. 
    (4) “Product Sales and Other” are sales of consumer products via e-commerce, in studios and through the Company's trusted partners, revenues from licensing and publishing, other revenues, and, in the case of the consolidated financial results and Other reportable segment, franchise fees with respect to commitment plans and royalties. 
    (5) Represents Australia, New Zealand, emerging markets and franchise revenues. 



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                               
                               
                               
                               
                               
                               
              Q2 2022 Variance
                            2022 Constant Currency
                          2022    2022 
      Q2 2022 Q2 2021   Adjusted   Adjusted
                Adjusted       2022  vs 2022  vs
            Currency Constant Constant       vs 2021  vs 2021 
      GAAP Adjustment Adjusted AdjustmentCurrency Currency GAAP Adjustment Adjusted 2021  Adjusted 2021  Adjusted
    Selected Financial Data                         
    Gross Profit$162,962  $3,938 (1)$166,900  $7,691 $170,653  $174,591  $186,026  $4,964 (5)$190,989  (12.4%) (12.6%) (8.3%) (8.6%)
    Gross Margin 60.5%    61.9%    60.9%  62.3%  59.7%    61.3%        
                               
    Selling, General and Administrative Expenses$71,319  $(14,613)(2)$56,706  $1,537 $72,856  $58,243  $69,199  $(226)(6)$68,974  3.1% (17.8%) 5.3% (15.6%)
                               
    Operating Income$13,366  $44,971 (3)$58,337  $2,983 $16,349  $62,568 (4)$59,673  $5,190 (7)$64,862  (77.6%) (10.1%) (72.6%) (3.5%)
    Operating Income Margin 5.0%    21.7%    5.8%  22.3%  19.2%    20.8%        
                               
                               
    Note: Totals may not sum due to rounding.                         
                               
    (1)Excludes the net impact of $4,498 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $560 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (2)Excludes the net impact of $14,619 of charges associated with the Company's previously disclosed 2022 restructuring plan and the reversal of $6 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (3)Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $24,485 and $834 related to its Canada and New Zealand operations, respectively, and an impairment charge of the Company's goodwill related to its Kurbo operations of $1,101 and (ii) the net impact of (x) $4,498 of charges and $14,619 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (y) the reversal of $560 of charges and $6 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively.
    (4)Includes $1,248 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $24,485 and $834 related to its Canada and New Zealand operations, respectively.
    (5)Excludes the net impact of $5,579 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $615 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (6)Excludes the net impact of $457 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $231 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (7)Excludes the net impact of (i) $5,579 of charges and $457 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (ii) the reversal of $615 of charges and $231 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively.
                               
                               
      



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS, EXCEPT PERCENTAGES)
    UNAUDITED
                               
                               
                               
                               
                               
                               
                               
              First Half 2022 Variance
                            2022 Constant Currency
                          2022    2022 
      First Half 2022 First Half 2021   Adjusted   Adjusted
                Adjusted       2022  vs 2022  vs
            Currency Constant Constant       vs 2021  vs 2021 
      GAAP Adjustment Adjusted AdjustmentCurrency Currency GAAP Adjustment Adjusted 2021  Adjusted 2021  Adjusted
    Selected Financial Data                         
    Gross Profit$343,059  $3,847 (1)$346,906  $12,159 $355,218  $359,065  $379,460  $10,166 (5)$389,627  (9.6%) (11.0%) (6.4%) (7.8%)
    Gross Margin 60.5%    61.2%    60.8%  61.5%  59.0%    60.6%        
                               
    Selling, General and Administrative Expenses$134,877  $(14,853)(2)$120,023  $2,253 $137,130  $122,276  $142,870  $(562)(6)$142,308  (5.6%) (15.7%) (4.0%) (14.1%)
                               
    Operating Income$22,335  $45,120 (3)$67,456  $4,658 $26,993  $73,361 (4)$62,502  $10,728 (7)$73,231  (64.3%) (7.9%) (56.8%) 0.2%
    Operating Income Margin 3.9%    11.9%    4.6%  12.6%  9.7%    11.4%        
                               
                               
                               
    Note: Totals may not sum due to rounding.                         
                               
    (1)Excludes the net impact of $4,498 of charges associated with the Company's previously disclosed 2022 restructuring plan, the reversal of $535 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $116 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (2)Excludes the impact of $14,619 of charges associated with the Company's previously disclosed 2022 restructuring plan and $234 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan.
    (3)Excludes (i) the impact of impairment charges of the Company's franchise rights acquired of $24,485 and $834 related to its Canada and New Zealand operations, respectively, and an impairment charge of the Company's goodwill related to its Kurbo operations of $1,101 and (ii) the net impact of (w) $4,498 of charges and $14,619 of charges associated with the Company's previously disclosed 2022 restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, (x) the reversal of $535 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues, (y) $234 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to selling, general and administrative expenses and (z) the reversal of $116 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues.
    (4)Includes $1,248 of currency adjustment associated with the impairment charges of the Company's franchise rights acquired of $24,485 and $834 related to its Canada and New Zealand operations, respectively.
    (5)Excludes the net impact of $10,781 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $615 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (6)Excludes the net impact of $793 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan and the reversal of $231 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.
    (7)Excludes the net impact of (i) $10,781 of charges and $793 of charges associated with the Company's previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively, and (ii) the reversal of $615 of charges and $231 of charges associated with the Company's previously disclosed 2020 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively.
                               
                               
                               
                               
      
      
      
      
      
      



    WW INTERNATIONAL, INC. AND SUBSIDIARIES
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
    (IN THOUSANDS)
    UNAUDITED
                   
                   
          Three Months Ended  Six Months Ended 
          July 2, July 3,  July 2, July 3, 
           2022   2021    2022   2021  
                   
     Net (Loss) Income   $(4,623) $8,860   $(12,866) $(9,367) 
     Interest     19,255   20,293    37,926   49,416  
     Taxes     (2,879)  970    (4,681)  (6,859) 
     Depreciation and Amortization   10,637   11,411    21,396   23,336  
     Stock-based Compensation    2,286   7,851    6,986   13,192  
     EBITDAS   $24,676  $49,385   $48,761  $69,717  
     Franchise Rights Acquired and Goodwill Impairments (1)  26,420   -    26,420   -  
     2022 Plan Restructuring Charges (2)  19,117   -    19,117   -  
     2021 Plan Restructuring Charges (3)  (566)  6,036    (301)  11,574  
     2020 Plan Restructuring Charges (4)  -   (846)   (116)  (846) 
     Early Extinguishment of Debt (5)   -   29,169    -   29,169  
     Adjusted EBITDAS   $69,647  $83,744   $93,881  $109,614  
                   
                   
     Note: Totals may not sum due to rounding.          
                   
    (1)Impairment charges of the Company's franchise rights acquired of $24,485 and $834 related to its Canada and New Zealand operations, respectively, and an impairment charge of the Company's goodwill related to its Kurbo operations of $1,101. 
      
    (2)Charges associated with the Company's previously disclosed 2022 restructuring plan.      
    (3)The reversal of charges or charges, as applicable, associated with the Company's previously disclosed 2021 organizational restructuring plan. 
    (4)The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.   
    (5)Charges associated with the Company's previously disclosed April 2021 debt refinancing.      
                   



    WW INTERNATIONAL, INC. AND SUBSIDIARIES 
    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 
    (IN THOUSANDS, EXCEPT RATIO) 
    UNAUDITED 
                  
                  
                  
                  
                  
              
                Trailing Twelve
       Q3 2021 Q4 2021 Q1 2022 Q2 2022  Months 
     Net Debt to Adjusted EBITDAS           
                  
     Net Income (Loss)$46,330  $29,929  $(8,243) $(4,623)  $63,393  
     Interest 19,283   19,210   18,671   19,255    76,419  
     Taxes  13,346   3,285   (1,802)  (2,879)   11,950  
     Depreciation and Amortization 11,130   11,017   10,759   10,637    43,543  
     Stock-based Compensation 3,405   4,752   4,700   2,286    15,143  
          EBITDAS$93,494  $68,193  $24,085  $24,676   $210,448  
                  
                  
     Franchise Rights Acquired and Goodwill Impairments (1)  –   –   –   26,420    26,420  
     2022 Plan Restructuring Charges (2) –   –   –   19,117    19,117  
     2021 Plan Restructuring Charges (3) 9,324   636   265   (566)   9,659  
     2020 Plan Restructuring Charges (4) (686)  (74)  (116)  –    (876) 
     Early Extinguishment of Debt (5) –   1,183   -   –    1,183  
          Adjusted EBITDAS$102,132  $69,938  $24,234  $69,647   $265,950  
                  
     Total Debt         $1,420,194  
     Less: Cash          148,595  
          Net Debt         $1,271,599  
        Net Debt to Adjusted EBITDAS         4.8 X 
                  
                  
     Note: Totals may not sum due to rounding.           
                  
    (1)Impairment charges of the Company's franchise rights acquired of $24,485 and $834 related to its Canada and New Zealand operations, respectively, and an impairment charge of the Company's goodwill related to its Kurbo operations of $1,101. 
      
    (2)Charges associated with the Company's previously disclosed 2022 restructuring plan.        
    (3)The charges or the reversal of charges, as applicable, associated with the Company's previously disclosed 2021 organizational restructuring plan. 
    (4)The reversal of charges associated with the Company's previously disclosed 2020 organizational restructuring plan.    
    (5)Charges associated with the Company's previously disclosed voluntary debt prepayments.       
                  

     



     

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

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


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