WW INTERNATIONAL, INC. Form 8-K Current Event Report Filed 2021-05

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 2021-05-05 | Period of Report: 2021-05-05 SEC Accession No. 0001193125-21-151736

(HTML Version on secdatabase.com)

FILER WW INTERNATIONAL, INC. Mailing Address Business Address 675 AVENUE OF THE 675 AVENUE OF THE CIK:105319| IRS No.: 116040273 | State of Incorp.:VA | Fiscal Year End: 0101 AMERICAS AMERICAS Type: 8-K | Act: 34 | File No.: 001-16769 | Film No.: 21893487 6TH FLOOR 6TH FLOOR SIC: 7200 Personal services NEW YORK NY 10010 NEW YORK NY 10010 2125892700

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): May 5, 2021

WW INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)

Virginia 001-16769 11-6040273 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.)

675 Avenue of the Americas, 6th 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 Symbol(s) Name of each exchange 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. ☐

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 May 5, 2021, WW International, Inc. issued a press release announcing its financial results for its fiscal quarter ended April 3, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit Description Exhibit 99.1 Press Release dated May 5, 2021. Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: May 5, 2021 By: /s/ Amy O’Keefe Name: Amy O’Keefe Title: Chief Financial Officer

For more information, contact: Investors: Corey Kinger VP Investor Relations [email protected]

Media: Nicole Penn VP Corporate Communications [email protected]

WW Announces First Quarter 2021 Results and Continued Strong Digital Subscriber Growth Q1 2021 End of Period Subscribers of 5.0 million Q1 2021 End of Period Digital Subscribers up 16% year-over-year to an all-time high of 4.2 million Q1 2021 Revenues of $332 million Q1 2021 Gross Margin of 58%; excluding one-time charges, Q1 2021 adjusted gross margin increased over 700 basis points year-over- year to 60%

NEW YORK (May 5, 2021) WW International, Inc. (NASDAQ: WW) today announced its results for the first quarter of fiscal 2021.

WW had a strong start to the year, ending Q1 with 5.0 million subscribers, record Digital subscribers, and member retention remaining at an all-time high of over 10 months, said Mindy Grossman, the Companys President and CEO. Today, we are the worlds leading weight loss and wellness digital subscription platform with multiple membership verticals and diverse revenue streams, creating a healthier, more profitable and more sustainable business model. Our continued digital transformation to a personalized, technology experience company was clearly evident in our first quarter results with our high-margin Digital membership growth driving performance and positioning us for subscriber, revenue and profit growth over the balance of 2021.

Amy OKeefe, the Companys CFO, said, Our first quarter performance was ahead of our expectations, with margin expansion driven by Digital growth and continued cost management in our Workshops business. In addition, our recent refinancing has further strengthened our balance sheet and significantly lowered our interest rates. As the world reopens, we will continue to take decisive actions to capitalize on consumer trends, flex our cost structure to meet demand, and position WW for accelerated momentum.

% Change Three Months Ended Adjusted for April 3, March 28, Constant (in millions except percentages and per share amounts) 2021 2020 % Change Currency(1) Subscription Revenues, net $ 279.8 $ 324.7 (13.8 %) (16.5 %) Product Sales and Other, net 52.0 75.7 (31.3 %) (33.4 %) Revenues, net $ 331.8 $ 400.4 (17.1 %) (19.7 %) Gross Profit $ 193.4 $ 211.0 (8.3 %) (11.8 %) Adjustments 2021 Restructuring Charges 5.2 Adjusted Gross Profit(1) $ 198.6 $ 211.0 (5.9 %) (9.3 %) Operating Income $ 2.8 $ 24.9 (88.6 %) (97.4 %) Adjustments 2021 Restructuring Charges 5.5 Goodwill Impairment 3.7 Adjusted Operating Income(1) $ 8.4 $ 28.5 (70.7 %) (78.3 %) Net Loss* ($18.2 ) ($6.1 ) (200.6 %) (227.0 %) EPS ($0.26 ) ($0.09 ) (193.5 %) (219.2 %) Total Paid Weeks 63.1 65.4 (3.5 %) N/A Digital(2) Paid Weeks 53.5 46.2 15.8 % N/A Workshops + Digital(3) Paid Weeks 9.6 19.2 (50.1 %) N/A End of Period Subscribers(4) 5.0 5.0 (1.5 %) N/A Digital Subscribers 4.2 3.6 16.0 % N/A Workshops + Digital Subscribers 0.7 1.4 (47.1 %) 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) Digital refers to providing subscriptions to the Companys digital product offerings, including Digital 360 and Personal Coaching + Digital. (3) Workshops + Digital (formerly known as Studio + Digital) refers to providing unlimited access to the Companys workshops combined with the Companys digital subscription product offerings to commitment plan subscribers. It also includes the provision of access to workshops for members who do not subscribe to commitment plans, including the Companys pay-as-you-go members. (4) Subscribers refers to Digital subscribers and Workshops + Digital subscribers who participate in recur bill programs in Company-owned operations. * Except in the case of the financials attached to this release, Net Loss refers to Net Loss attributable to WW International, Inc.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Q1 2021 Business and Financial Highlights End of Period Subscribers in Q1 2021 were down 1.5% versus the prior year period, driven by declines in End of Period Workshops + Digital subscribers, partially offset by increases in End of Period Digital Subscribers in all major geographic markets. Q1 2021 End of Period Digital Subscribers were up 16.0% and End of Period Workshops + Digital Subscribers were down 47.1% versus the prior year period. Total Paid Weeks in Q1 2021 were down 3.5% versus the prior year period, driven by declines in Workshops + Digital Paid Weeks, partially offset by increases in Digital Paid Weeks in all major geographic markets. Q1 2021 Digital Paid Weeks increased 15.8% and Workshops + Digital Paid Weeks decreased 50.1% versus the prior year period. Revenues in Q1 2021 were $331.8 million. On a constant currency basis, Q1 2021 revenues decreased 19.7% versus the prior year period. ¡ Subscription Revenues in Q1 2021 were $279.8 million. On a constant currency basis, these revenues decreased 16.5% versus the prior year period, primarily driven by declines in Workshops + Digital Fees as a result of the closure of studios and reduced operations related to COVID-19. ¡ Product Sales and Other in Q1 2021 were $52.0 million. On a constant currency basis, these revenues decreased 33.4% versus the prior year period, primarily driven by declines in product sales as a result of the closure of studios and reduced operations related to COVID-19. Gross Profit in Q1 2021 was $193.4 million. Adjusted gross profit in Q1 2021 was $198.6 million, which excluded $5.2 million in charges associated with the Companys 2021 organizational restructuring plan. Gross profit in Q1 2020 was $211.0 million. ¡ Gross Margin in Q1 2021 was 58.3%. Adjusted gross margin was 59.9%, up from 52.7% in the prior year period driven primarily by a mix shift to the Companys higher margin Digital business and cycling against the net profit from the WW Presents: Oprahs 2020 Vision tour. Operating Income in Q1 2021 was $2.8 million. Adjusted operating income in Q1 2021, which excluded $5.5 million in charges associated with the Companys 2021 organizational restructuring plan, was $8.4 million. Operating income in Q1 2020 was $24.9 million. Adjusted operating income in Q1 2020, which excluded the $3.7 million goodwill impairment charge related to the decision to shift to an exclusively Digital business in Brazil, was $28.5 million. Effective Tax Rate in Q1 2021 was 30.0%, compared to 9.7% in the prior year period.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Net Loss in Q1 2021 was $18.2 million compared to a net loss of $6.1 million in the prior year period. Net loss per fully diluted share in Q1 2021 was $0.26 compared to a loss of $0.09 in the prior year period. ¡ Certain items affect year-over-year comparability. ? Q1 2021 results included a $5.5 million restructuring charge, which negatively impacted earnings per fully diluted share by $0.06. ? Q1 2020 results included a $3.7 million goodwill impairment charge related to the Companys Brazil operations, which negatively impacted earnings per fully diluted share by $0.05.

Other Items Cash balance as of April 3, 2021 was $113.3 million. On that same date, the Company had no outstanding borrowings under its $175 million revolving credit facility. 2021 Restructuring Plan: The Company has revised the cost of its previously disclosed 2021 restructuring plan to approximately $11.0 million in fiscal 2021 from its prior estimate of approximately $18.0 million in fiscal 2021. The plan is related to strategic cost reductions to its global Workshops + Digital operations to adjust to anticipated consumer demand.

First Quarter 2021 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 OKeefe, Chief Financial Officer, will discuss the first quarter of fiscal 2021 results and answer questions from the investment community.

The live webcast of the conference call will be available on the Companys 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 todays scheduled conference call:

To supplement the Companys consolidated results presented in accordance with accounting principles generally accepted in the United States (GAAP), the Company has disclosed non-GAAP financial measures of

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 the first quarter of fiscal 2021 to exclude the impact of charges associated with the Companys 2021 organizational restructuring plan and with respect to the first quarter of fiscal 2020 to exclude the impact of the impairment charge for the Companys goodwill related to its Brazil operations. 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, 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 Companys business performance and are useful for period-over-period comparisons of the performance of the Companys business. While management believes that these non-GAAP financial measures are useful in evaluating the Companys 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 (formerly Weight Watchers) is a human-centric technology company powered by the worlds leading commercial weight management program. As a global wellness company, we inspire millions of people to adopt healthy habits for real life. Through our comprehensive digital app, expert Coaches and engaging experiences, members follow our proven, sustainable, science-based program focused on food, activity, mindset and sleep. Leveraging nearly six decades of expertise in nutritional and behavioral change science, providing real human connection and building inspired communities, our purpose is to democratize and deliver holistic 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 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 Companys plans, strategies, objectives, and prospects and the impact of the COVID-19 virus. The Company generally uses the words may, will, could, expect, anticipate, believe, estimate, plan, intend, aim and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 global outbreak of the COVID-19 virus on the Companys business 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 weight management methods; the Companys failure to continue to retain and grow its subscriber base; the Companys 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 Companys ability to successfully expand into new channels of distribution or respond to consumer trends; the ability to successfully implement strategic initiatives; the effectiveness of the Companys advertising and marketing programs, including the strength of its social media presence; the impact on the Companys 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 Companys workforce; the inability to renew certain of the Companys 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; the Companys ability to successfully make acquisitions 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 Companys business; the impact of events that discourage or impede people from gathering with others or accessing resources; the Companys failure to maintain effective internal control over financial reporting; the impact of the Companys substantial amount of debt, debt service obligations and debt covenants, and the Companys exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Companys debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Companys technology or systems; the impact of data security breaches or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the Companys 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 Companys international operations, including regulatory, economic, political, social, intellectual property and foreign currency risks; 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 Companys common stock and a shareholder with significant influence over the Company, will conflict with the Companys interests or the interests of other holders of the Companys common stock; the impact that the sale of substantial amounts of the Companys common stock by existing large shareholders, or the perception that such sales could occur, could have on the market price of the Companys common stock; and other risks and uncertainties, including those detailed from time to time in the Companys 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 Companys 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 Companys filings with the United States Securities and Exchange Commission (which are available on the SECs EDGAR database at www.sec.gov and via the Companys website at corporate.ww.com).

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document WW INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) UNAUDITED

April 3, January 2, 2021 2021 ASSETS Cash and cash equivalents $113,313 $165,887 Other current assets 137,863 133,305 TOTAL CURRENT ASSETS 251,176 299,192 Property and equipment, net 46,893 51,935 Operating lease assets 108,138 119,102 Goodwill, franchise rights and other intangible assets, net 1,001,620 981,176 Other assets 28,547 29,769 TOTAL ASSETS $1,436,374 $1,481,174

LIABILITIES AND TOTAL DEFICIT Portion of long-term debt due within one year $77,000 $77,000 Portion of operating lease liabilities due within one year 24,045 28,551 Other current liabilities 226,281 234,548 TOTAL CURRENT LIABILITIES 327,326 340,099 Long-term debt 1,391,019 1,408,800 Long-term operating lease liabilities 93,552 101,561 Deferred income taxes, other 180,255 178,925 TOTAL LIABILITIES $ 1,992,152 $ 2,029,385 Shareholders deficit (555,778 ) (548,211 ) TOTAL LIABILITIES AND TOTAL DEFICIT $1,436,374 $1,481,174

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document WW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF NET INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) UNAUDITED

Three Months Ended April 3, March 28, 2021 2020 Subscription revenues, net (1) $ 279,820 $ 324,657 Product sales and other, net (2) 51,976 75,704 Revenues, net 331,796 400,361 Cost of subscription revenues (3) 99,103 135,566 Cost of product sales and other 39,258 53,804 Cost of revenues 138,361 189,370 Gross profit 193,435 210,991 Marketing expenses 116,933 117,933 Selling, general and administrative expenses 73,671 64,526 Goodwill impairment 3,665 Operating income 2,831 24,867 Interest expense 29,123 31,551 Other (income) expense, net (237 ) 24 Loss before income taxes (26,055 ) (6,708 ) Benefit from income taxes (7,828 ) (651 ) Net loss (18,227 ) (6,057 ) Net income attributable to the noncontrolling interest (6 ) Net loss attributable to WW International, Inc. $ (18,227 ) $(6,063 ) Loss Per Share attributable to WW International, Inc. Basic $(0.26 ) $(0.09 ) Diluted $(0.26 ) $(0.09 ) Weighted average common shares outstanding: Basic 69,084 67,436 Diluted 69,084 67,436

Note: Totals may not sum due to rounding. (1) Consists of net Digital Subscription Revenues and net Workshops + Digital Fees (formerly known as Studio + Digital Fees). Digital Subscription Revenues consist of the fees associated with subscriptions for the Companys Digital offerings, including Digital 360 and Personal Coaching + Digital. Workshops + Digital Fees consist of the fees associated with the Companys 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 Companys 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 Companys Digital and Workshops + Digital services.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document WW INTERNATIONAL, INC. AND SUBSIDIARIES OPERATIONAL STATISTICS (IN THOUSANDS, EXCEPT PERCENTAGES) UNAUDITED

Three Months Ended April 3, March 28, 2021 2020 Variance Digital Paid Weeks (1) North America 33,471 29,420 13.8 % CE 15,549 12,960 20.0 % UK 3,398 2,881 17.9 % Other (2) 1,086 943 15.2 % Total Digital Paid Weeks 53,505 46,205 15.8 % Workshops + Digital Paid Weeks (1) North America 6,669 12,964 (48.6 %) CE 1,521 3,016 (49.6 %) UK 1,040 2,614 (60.2 %) Other (2) 339 593 (42.8 %) Total Workshops + Digital Paid Weeks 9,569 19,187 (50.1 %) Total Paid Weeks (1) North America 40,140 42,384 (5.3 %) CE 17,070 15,976 6.8 % UK 4,438 5,496 (19.2 %) Other (2) 1,425 1,536 (7.2 %) Total Paid Weeks 63,074 65,392 (3.5 %) End of Period Digital Subscribers (3) North America 2,631 2,311 13.8 % CE 1,238 1,032 19.9 % UK 267 221 21.0 % Other (2) 82 72 13.2 % Total End of Period Digital Subscribers 4,217 3,636 16.0 % End of Period Workshops + Digital Subscribers (3) North America 530 940 (43.6 %) CE 111 231 (51.8 %) UK 73 183 (60.1 %) Other (2) 25 44 (42.3 %) Total End of Period Workshops + Digital Subscribers 739 1,398 (47.1 %) Total End of Period Subscribers (3) North America 3,161 3,251 (2.8 %) CE 1,349 1,263 6.8 % UK 340 404 (15.8 %) Other (2) 107 116 (7.8 %) Total End of Period Subscribers 4,957 5,034 (1.5 %)

Note: Totals may not sum due to rounding. (1) The Paid Weeks metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) Digital Paid Weeks is the total paid subscription weeks for the Companys digital subscription products (including Digital 360 and Personal Coaching + Digital); (ii) Workshops + Digital Paid Weeks (formerly known as Studio + Digital Paid Weeks) is the sum of total paid commitment plan weeks which include workshops and digital offerings and total pay-as-you-go weeks; and (iii) Total Paid Weeks is the sum of Digital Paid Weeks and Workshops + Digital Paid Weeks. (2) Represents Australia, New Zealand and emerging markets. (3) The End of Period Subscribers metric reports WW subscribers in Company-owned operations at a given period end as follows: (i) End of Period Digital Subscribers is the total number of Digital, including Digital 360 and Personal Coaching + Digital, subscribers; (ii) End of Period Workshops + Digital Subscribers (formerly known as End of Period Studio + 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.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document WW INTERNATIONAL, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (IN THOUSANDS, EXCEPT PERCENTAGES) UNAUDITED

Q1 2021 Variance 2021 Constant Q1 2021 Q1 2020 2021 Currency Currency Constant vs vs GAAP Adjustment Currency GAAP 2020 2020 Selected Financial Data Consolidated Company Revenues $331,796 $(10,398) $321,398 $400,361 (17.1%) (19.7 %) Consolidated Digital Subscription Revenues (1) $206,062 $(7,031 ) $199,031 $174,545 18.1 % 14.0 % Consolidated Workshops + Digital Fees (2) $73,758 $(1,781 ) $71,977 $150,112 (50.9%) (52.1 %) Consolidated Subscription Revenues (3) $279,820 $(8,812 ) $271,008 $324,657 (13.8%) (16.5 %) Consolidated Product Sales and Other (4) $51,976 $(1,586 ) $50,390 $75,704 (31.3%) (33.4 %) North America Digital Subscription Revenues (1) $132,090 $(532 ) $131,558 $116,349 13.5 % 13.1 % Workshops + Digital Fees (2) $54,904 $(163 ) $54,741 $112,843 (51.3%) (51.5 %) Subscription Revenues (3) $186,994 $(696 ) $186,298 $229,192 (18.4%) (18.7 %) Product Sales and Other (4) $34,321 $(138 ) $34,183 $54,514 (37.0%) (37.3 %) Total Revenues $221,315 $(833 ) $220,482 $283,706 (22.0%) (22.3 %) CE Digital Subscription Revenues (1) $58,915 $(5,146 ) $53,769 $46,638 26.3 % 15.3 % Workshops + Digital Fees (2) $10,940 $(955 ) $9,985 $21,519 (49.2%) (53.6 %) Subscription Revenues (3) $69,855 $(6,100 ) $63,755 $68,157 2.5 % (6.5 %) Product Sales and Other (4) $12,041 $(1,035 ) $11,006 $11,833 1.8 % (7.0 %) Total Revenues $81,896 $(7,135 ) $74,761 $79,990 2.4 % (6.5 %) UK Digital Subscription Revenues (1) $9,809 $(712 ) $9,097 $7,576 29.5 % 20.1 % Workshops + Digital Fees (2) $5,169 $(371 ) $4,798 $11,129 (53.6%) (56.9 %) Subscription Revenues (3) $14,978 $(1,082 ) $13,896 $18,705 (19.9%) (25.7 %) Product Sales and Other (4) $4,089 $(273 ) $3,816 $6,323 (35.3%) (39.7 %) Total Revenues $19,067 $(1,356 ) $17,711 $25,028 (23.8%) (29.2 %) Other (5) Digital Subscription Revenues (1) $5,248 $(641 ) $4,607 $3,982 31.8 % 15.7 % Workshops + Digital Fees (2) $2,745 $(293 ) $2,452 $4,621 (40.6%) (46.9 %) Subscription Revenues (3) $7,993 $(934 ) $7,059 $8,603 (7.1 %) (17.9 %) Product Sales and Other (4) $1,525 $(133 ) $1,392 $3,034 (49.7%) (54.1 %) Total Revenues $9,518 $(1,067 ) $8,451 $11,637 (18.2%) (27.4 %)

Note: Totals may not sum due to rounding. (1) Digital Subscription Revenues consist of the fees associated with subscriptions for the Companys Digital offerings, including Digital 360 and Personal Coaching + Digital. (2) Workshops + Digital Fees consist of the fees associated with the Companys subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. (3) Subscription Revenues equal Digital Subscription Revenues plus Workshops + Digital Fees. (4) Product Sales and Other are sales of consumer products via e-commerce, in studios and through the Companys 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.

Q1 2021 Variance 2021 Constant Currency 2021 2021 Q1 2021 Q1 2020 Adjusted Adjusted Adjusted 2021 vs 2021 vs Currency Constant Constant vs 2020 vs 2020 GAAP Adjustment Adjusted Adjustment Currency Currency GAAP Adjustment (4) Adjusted 2020 Adjusted 2020 Adjusted Selected Financial Data Gross Profit $193,435 $ 5,202 (1) $198,637 $ (7,245 ) $186,190 $191,392 $210,991 $ $210,991 (8.3 %) (5.9 %) (11.8 %) (9.3 %) Gross Margin 58.3 % 59.9 % 57.9 % 59.5 % 52.7 % 52.7 % Selling, General and Administrative Expenses $73,671 $ (337 )(2) $73,334 $ (1,203 ) $72,468 $72,132 $64,526 $ $64,526 14.2 % 13.7 % 12.3 % 11.8 % Operating Income $2,831 $ 5,539 (3) $8,370 $ (2,192 ) $639 $6,177 $24,867 $ 3,665 $28,532 (88.6%) (70.7 %) (97.4 %) (78.3 %) Operating Income Margin 0.9 % 2.5 % 0.2 % 1.9 % 6.2 % 7.1 %

Note: Totals may not sum due to rounding. (1) Excludes $5,202 of charges associated with the Companys previously disclosed 2021 organizational restructuring plan. (2) Excludes $337 of charges associated with the Companys previously disclosed 2021 organizational restructuring plan. (3) Excludes the $5,202 and $337 of charges associated with the Companys previously disclosed 2021 organizational restructuring plan recorded to cost of subscription revenues and selling, general and administrative expenses, respectively. (4) Excludes the impairment charge of $3,665 for the Companys goodwill related to its Brazil operations.

Three Months Ended April 3, March 28, 2021 2020 Net Loss $(18,227) $(6,063 ) Interest 29,123 31,551 Taxes (7,828 ) (651 ) Depreciation and Amortization 11,925 12,211 Stock-based Compensation 5,341 3,965 EBITDAS $20,334 $41,013 2021 Restructuring Charges (1) 5,538 Goodwill Impairment (2) 3,665 Adjusted EBITDAS $25,872 $44,678

Note: Totals may not sum due to rounding. (1) Charges associated with the Companys previously disclosed 2021 organizational restructuring plan. (2) Impairment charge of the Companys goodwill related to its Brazil operations.

Trailing Twelve Q2 2020 Q3 2020 Q4 2020 Q1 2021 Months Net Debt to Adjusted EBITDAS Net Income (Loss) $14,006 $54,525 $12,611 $(18,227) $62,915 Interest 30,995 29,735 31,030 29,123 120,883 Taxes 5,592 8,604 3,916 (7,828 ) 10,284 Depreciation and Amortization 12,771 12,420 12,598 11,925 49,714 Stock-based Compensation 38,686 6,029 6,333 5,341 56,388 EBITDAS $102,049 $111,313 $66,487 $20,334 $300,184 2021 Restructuring Charges (1) 5,538 5,538 2020 Restructuring Charges (2) 11,209 2,251 19,632 33,092 Adjusted EBITDAS $113,258 $113,564 $86,120 $25,872 $338,814 Total Debt $1,468,019 Less: Cash 113,313 Net Debt $1,354,706 Net Debt to Adjusted EBITDAS 4 X

Note: Totals may not sum due to rounding. (1) Charges associated with the Companys previously disclosed 2021 organizational restructuring plan. (2) Charges associated with the Companys previously disclosed 2020 organizational restructuring plan.

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