Cover Page
Cover Page | Aug. 02, 2023 |
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | true |
Document Period End Date | Aug. 02, 2023 |
Trading Symbol | WW |
Entity Registrant Name | WW INTERNATIONAL, INC. |
Entity Central Index Key | 0000105319 |
Entity Emerging Growth Company | false |
Entity File Number | 001-16769 |
Entity Incorporation, State or Country Code | VA |
Entity Tax Identification Number | 11-6040273 |
Entity Address, Address Line One | 675 Avenue of the Americas |
Entity Address, Address Line Two | 6th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10010 |
City Area Code | 212 |
Local Phone Number | 589-2700 |
Title of 12(b) Security | Common Stock, no par value |
Security Exchange Name | NASDAQ |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Amendment Description | WW International, Inc. is filing this exhibit (the “Exhibit”) to reflect changes to the presentation of its financial information as set forth in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), as filed with the Securities and Exchange Commission on March 6, 2023. This Exhibit is being filed solely to present retrospectively revised segment reporting financial information to reflect changes implemented as of the first day of fiscal 2023 (i.e., January 1, 2023), as described in the 2022 Form 10-K. No other changes have been made to the 2022 Form 10-K. This Exhibit speaks as of the original filing date of the 2022 Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way the disclosures made in the 2022 Form 10-K other than as required to reflect the revised segment information. For developments subsequent to the filing of the 2022 Form 10-K, refer to our subsequently filed Current Reports on Form 8-K and our Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2023. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 178,326 | $ 153,794 |
Receivables (net of allowances: December 31, 2022-$976 and January 1, 2022-$1,726) | 24,273 | 29,321 |
Inventories | 20,528 | 30,566 |
Prepaid income taxes | 19,447 | 30,478 |
Prepaid expenses and other current assets | 38,757 | 27,014 |
TOTAL CURRENT ASSETS | 281,331 | 271,173 |
Property and equipment, net | 28,229 | 37,219 |
Operating lease assets | 75,696 | 89,902 |
Franchise rights acquired | 386,745 | 785,195 |
Goodwill | 155,998 | 157,374 |
Other intangible assets, net | 63,306 | 61,126 |
Deferred income taxes | 22,246 | 11,259 |
Other noncurrent assets | 14,879 | 15,686 |
TOTAL ASSETS | 1,028,430 | 1,428,934 |
CURRENT LIABILITIES | ||
Portion of operating lease liabilities due within one year | 17,955 | 20,297 |
Accounts payable | 18,890 | 22,444 |
Salaries and wages payable | 72,577 | 57,401 |
Accrued marketing and advertising | 17,927 | 15,904 |
Accrued interest | 5,289 | 5,085 |
Other accrued liabilities | 30,118 | 45,728 |
Derivative payable | 14,670 | |
Income taxes payable | 1,646 | 1,748 |
Deferred revenue | 32,156 | 45,855 |
TOTAL CURRENT LIABILITIES | 196,558 | 229,132 |
Long-term debt, net | 1,422,284 | 1,418,104 |
Long-term operating lease liabilities | 68,099 | 78,157 |
Deferred income taxes | 23,119 | 157,718 |
Other | 2,185 | 2,227 |
TOTAL LIABILITIES | 1,712,245 | 1,885,338 |
Commitments and contingencies (Note 16) | ||
TOTAL DEFICIT | ||
Common stock, $0 par value; 1,000,000 shares authorized; 122,052 shares issued at December 31, 2022 and 122,052 shares issued at January 1, 2022 | 0 | 0 |
Treasury stock, at cost, 51,496 shares at December 31, 2022 and 51,988 shares at January 1, 2022 | (3,097,304) | (3,120,149) |
Retained earnings | 2,418,959 | 2,682,349 |
Accumulated other comprehensive loss | (5,470) | (18,604) |
TOTAL DEFICIT | (683,815) | (456,404) |
TOTAL LIABILITIES AND TOTAL DEFICIT | $ 1,028,430 | $ 1,428,934 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Statement of Financial Position [Abstract] | ||
Receivables, allowances | $ 976 | $ 1,726 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 122,052,000 | 122,052,000 |
Treasury stock, shares | 51,496,000 | 51,988,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Revenues, net | $ 1,040,856 | $ 1,212,463 | $ 1,378,124 |
Cost of revenues | 418,456 | 486,108 | 600,283 |
Gross profit | 622,400 | 726,355 | 777,841 |
Marketing expenses | 244,783 | 261,457 | 260,727 |
Selling, general and administrative expenses | 263,840 | 268,614 | 297,287 |
Franchise rights acquired and goodwill impairments | 396,727 | 3,665 | |
Operating (loss) income | (282,950) | 196,284 | 216,162 |
Interest expense | 81,141 | 87,909 | 123,310 |
Other expense, net | 1,691 | 1,358 | 349 |
Early extinguishment of debt | 30,352 | ||
(Loss) income before income taxes | (365,782) | 76,665 | 92,503 |
(Benefit from) provision for income taxes | (114,379) | 9,773 | 17,462 |
Net (loss) income | (251,403) | 66,892 | 75,041 |
Net loss attributable to the noncontrolling interest | 38 | ||
Net (loss) income attributable to WW International, Inc. | $ (251,403) | $ 66,892 | $ 75,079 |
(Net loss) earnings per share attributable to WW International, Inc. | |||
Basic | $ (3.58) | $ 0.96 | $ 1.11 |
Diluted | $ (3.58) | $ 0.95 | $ 1.07 |
Weighted average common shares outstanding | |||
Basic | 70,321 | 69,640 | 67,849 |
Diluted | 70,321 | 70,744 | 70,020 |
Subscription | |||
Revenues, net | $ 919,055 | $ 1,063,039 | $ 1,186,489 |
Cost of revenues | 321,528 | 370,064 | 452,882 |
Product and Other | |||
Revenues, net | 121,801 | 149,424 | 191,635 |
Cost of revenues | $ 96,928 | $ 116,044 | $ 147,401 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (251,403) | $ 66,892 | $ 75,041 |
Other comprehensive gain: | |||
Foreign currency translation (loss) gain | (11,222) | (4,797) | 10,088 |
Income tax benefit (expense) on foreign currency translation (loss) gain | 2,790 | 1,206 | (2,533) |
Foreign currency translation (loss) gain, net of taxes | (8,432) | (3,591) | 7,555 |
Gain (loss) on derivatives | 28,768 | 13,539 | (7,305) |
Income tax (expense) benefit on gain (loss) on derivatives | (7,202) | (3,403) | 1,855 |
Gain (loss) on derivatives, net of taxes | 21,566 | 10,136 | (5,450) |
Total other comprehensive gain | 13,134 | 6,545 | 2,105 |
Comprehensive (loss) income | (238,269) | 73,437 | 77,146 |
Net loss attributable to the noncontrolling interest | 38 | ||
Foreign currency translation loss, net of taxes attributable to the noncontrolling interest | 98 | ||
Comprehensive loss attributable to the noncontrolling interest | 136 | ||
Comprehensive (loss) income attributable to WW International, Inc. | $ (238,269) | $ 73,437 | $ 77,282 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL DEFICIT - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Noncontrolling Interest | Common Stock | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning Balance at Dec. 28, 2019 | $ (685,543) | $ 3,722 | $ 0 | $ (3,158,274) | $ (27,352) | $ 2,500,083 |
Beginning balance (in shares) at Dec. 28, 2019 | 120,352 | 52,933 | ||||
Comprehensive income (loss) | 77,282 | (136) | 2,203 | 75,079 | ||
Issuance of treasury stock under stock plans | (5,810) | $ 17,371 | (23,181) | |||
Issuance of treasury stock under stock plans (in shares) | (436) | |||||
Compensation expense on share-based awards | 55,013 | 55,013 | ||||
Issuance of common stock | 7,793 | 7,793 | ||||
Issuance of common stock (in shares) | 1,118 | |||||
Acquisition of minority interest | 3,054 | $ (3,586) | 3,054 | |||
Ending balance at Jan. 02, 2021 | (548,211) | $ 0 | $ (3,140,903) | (25,149) | 2,617,841 | |
Ending balance (in shares) at Jan. 02, 2021 | 121,470 | 52,497 | ||||
Comprehensive income (loss) | 73,437 | 6,545 | 66,892 | |||
Issuance of treasury stock under stock plans | (7,029) | $ 20,754 | (27,783) | |||
Issuance of treasury stock under stock plans (in shares) | (509) | |||||
Compensation expense on share-based awards | 21,348 | 21,348 | ||||
Issuance of common stock | 4,051 | 4,051 | ||||
Issuance of common stock (in shares) | 582 | |||||
Ending balance at Jan. 01, 2022 | (456,404) | $ 0 | $ (3,120,149) | (18,604) | 2,682,349 | |
Ending balance (in shares) at Jan. 01, 2022 | 122,052 | 51,988 | ||||
Comprehensive income (loss) | (238,269) | 13,134 | (251,403) | |||
Issuance of treasury stock under stock plans | (2,099) | $ 22,845 | (24,944) | |||
Issuance of treasury stock under stock plans (in shares) | (492) | |||||
Compensation expense on share-based awards | 12,957 | 12,957 | ||||
Ending balance at Dec. 31, 2022 | $ (683,815) | $ 0 | $ (3,097,304) | $ (5,470) | $ 2,418,959 | |
Ending balance (in shares) at Dec. 31, 2022 | 122,052 | 51,496 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Operating activities: | |||
Net (loss) income | $ (251,403) | $ 66,892 | $ 75,041 |
Adjustments to reconcile net (loss) income to cash provided by operating activities: | |||
Depreciation and amortization | 43,801 | 48,550 | 50,677 |
Amortization of deferred financing costs and debt discount | 5,018 | 6,136 | 8,845 |
Impairment of franchise rights acquired and goodwill | 396,727 | 3,665 | |
Impairment of intangible and long-lived assets | 3,455 | 521 | 1,372 |
Share-based compensation expense | 12,957 | 21,348 | 55,013 |
Deferred tax benefit | (150,994) | (15,565) | (1,440) |
Allowance for doubtful accounts | (460) | (214) | 411 |
Reserve for inventory obsolescence | 6,796 | 7,657 | 16,425 |
Foreign currency exchange rate loss | 2,374 | 744 | 719 |
Early extinguishment of debt | 30,352 | ||
Changes in cash due to: | |||
Receivables | (7,558) | 4,707 | (3,600) |
Inventories | 3,733 | 1,816 | (25,940) |
Prepaid expenses | 9,599 | 1,554 | (5,081) |
Accounts payable | (2,691) | 373 | (4,045) |
Accrued liabilities | 19,904 | 1,272 | (29,421) |
Deferred revenue | (11,733) | (3,886) | (11,583) |
Other long term assets and liabilities, net | (2,291) | (7,962) | 1,859 |
Income taxes | (588) | (7,014) | 3,023 |
Cash provided by operating activities | 76,646 | 157,281 | 135,940 |
Investing activities: | |||
Capital expenditures | (2,065) | (2,446) | (21,490) |
Capitalized software expenditures | (36,187) | (35,205) | (28,941) |
Cash paid for acquisitions | (4,350) | (12,836) | (10,037) |
Other items, net | (42) | (2,266) | (5,123) |
Cash used for investing activities | (42,644) | (52,753) | (65,591) |
Financing activities: | |||
Proceeds from long term debt | 1,500,000 | ||
Financing costs and debt discount | (37,910) | (475) | |
Payments on long-term debt | (1,564,000) | (96,250) | |
Taxes paid related to net share settlement of equity awards | (2,197) | (7,494) | (6,798) |
Proceeds from stock options exercised | 4,469 | 8,176 | |
Cash paid for acquisitions | (2,413) | (6,450) | |
Other items, net | (112) | (151) | (192) |
Cash used for financing activities | (4,722) | (111,536) | (95,539) |
Effect of exchange rate changes on cash and cash equivalents | (4,748) | (5,085) | 8,341 |
Net increase (decrease) in cash and cash equivalents | 24,532 | (12,093) | (16,849) |
Cash and cash equivalents, beginning of period | 153,794 | 165,887 | 182,736 |
Cash and cash equivalents, end of period | $ 178,326 | $ 153,794 | $ 165,887 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying consolidated financial statements include the accounts of WW International, Inc. and all of its subsidiaries. The terms “Company” and “WW” as used throughout these notes are used to indicate WW International, Inc. and all of its operations consolidated for purposes of its financial statements. The Company’s “Digital” business refers to providing subscriptions to the Company’s digital product offerings, including Personal Coaching + Digital and Digital 360 (as applicable). The Company’s “Workshops + Digital” business 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” The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. In the fourth quarter of fiscal 2020, the remaining 20% interest in Vigilantes do Peso Marketing Ltda. was transferred to the Company in a cashless exchange, resulting in the reclassification of the redeemable noncontrolling interest to equity. All intercompany accounts and transactions have been eliminated in consolidation. In fiscal 2022, the Company identified and recorded out-of-period In fiscal 2020, the Company identified and recorded out-of-period |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Fiscal Year The Company’s fiscal year ends on the Saturday closest to December 31 st 53-week Use of Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to inventories, the impairment analysis for goodwill and other indefinite-lived intangible assets, revenue, share-based compensation, income taxes, tax contingencies and litigation. The Company bases its estimates on historical experience and on various other factors and assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. While all available information has been considered, actual amounts could differ from these estimates. These assumptions and estimates may change as new events occur and additional information is obtained, and such future changes may have an adverse impact on the Company’s results of operations, financial position and liquidity. Translation of Foreign Currencies For all foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated into U.S. dollars using the exchange rate in effect at the end of each reporting period. Income statement accounts are translated at the average rate of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss. Foreign currency gains and losses arising from the translation of intercompany receivables and intercompany payables with the Company’s international subsidiaries are recorded as a component of other expense, net, unless the receivable or payable is considered long-term in nature, in which case the foreign currency gains and losses are recorded as a component of accumulated other comprehensive loss. Cash Equivalents Cash and cash equivalents are defined as highly liquid investments with original maturities of three months or less. Cash balances may, at times, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions. Cash includes balances due from third-party credit card companies. Inventories Inventories, which consist of finished goods, are stated at the lower of cost or net realizable value on a first-in, first-out Property and Equipment Property and equipment are recorded at cost. For financial reporting purposes, equipment is depreciated on the straight-line method over the estimated useful lives of the assets (3 to 10 years). Leasehold improvements are amortized on the straight-line method over the shorter of the term of the lease or the useful life of the related assets. Expenditures for new facilities and improvements that substantially extend the useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related depreciation are removed from the accounts and any related gains or losses are included in income. Impairment of Long-Lived Assets The Company reviews long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. In fiscal 2022, fiscal 2021 and fiscal 2020, the Company recorded impairment charges of $17, $5 and $62, respectively, related to internal-use In fiscal 2022, fiscal 2021 and fiscal 2020, the Company recorded impairment charges of $758, $516 and $1,310, respectively, related to property, plant and equipment that were expected to be disposed of before the end of their estimated useful lives. In fiscal 2022, the Company recorded lease asset impairment charges of $2,680 in the aggregate. See Note 4 for further information on the Company’s leases. Franchise Rights Acquired Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year. Indefinite-lived franchise rights acquired are tested for potential impairment on at least an annual basis or more often if events so require. In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up In its hypothetical start-up Goodwill In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. The Company has determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The net book values of goodwill in the United States, Canada and other countries as of the December 31, 2022 balance sheet date were $104,019, $39,547 and $12,432, respectively, which represented 66.7%, 25.3% and 8.0%, respectively, of total goodwill as of December 31, 2022 of $155,998. The net book values of goodwill in the United States, Canada and other countries as of the January 1, 2022 balance sheet date were $105,121, $42,409 and $9,844, respectively, which represented 66.8%, 26.9% and 6.3%, respectively, of total goodwill as of January 1, 2022 of $157,374. In performing the impairment analysis for goodwill, for all of the Company’s reporting units, the Company estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. The Company utilized operating income as the basis for measuring its potential growth because it believes it is the best indicator of the performance of its business. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt. Indefinite-Lived Franchise Rights Acquired and Goodwill Impairment Tests The Company reviews indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, and goodwill for potential impairment on at least an annual basis or more often if events so require. The Company performed its annual fair value impairment testing as of May 8, 2022 and May 9, 2021, each the first day of fiscal May, on its indefinite-lived intangible assets and goodwill. In addition, based on triggering events, the Company performed an interim impairment test as of October 1, 2022 on certain of its indefinite-lived intangible assets for the third quarter of fiscal 2022 and an interim impairment test as of December 31, 2022 on its indefinite-lived intangible assets and goodwill for its Republic of Ireland reporting unit for the fourth quarter of fiscal 2022. See Note 7 for further information regarding the results of the franchise rights acquired and goodwill annual impairment tests, the franchise rights acquired interim impairment test for the third quarter of fiscal 2022 and the franchise rights acquired and goodwill interim impairment tests for the fourth quarter of fiscal 2022. Other Intangible Assets Other finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives of 3 to 20 years. The Company expenses all software costs incurred during the preliminary project stage and capitalizes all internal and external direct costs of materials and services consumed in developing software once the development has reached the application development stage. Application development stage costs generally include software configuration, coding, installation to hardware and testing. These costs are amortized over their estimated useful life of 3 years for website development costs and from 3 to 5 years for all other software costs. All costs incurred for upgrades, maintenance and enhancements, including the cost of website content, which do not result in additional functionality, are expensed as incurred. Revenue Recognition Revenues are recognized when control of the promised services or goods is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services or goods. The Company earns revenue from subscriptions for its digital products and by conducting workshops, for which it charges a fee, predominantly through commitment plans, as well as prepayment plans or the “pay-as-you-go” e-commerce Commitment plan revenues and prepaid workshop fees are recorded to revenue on a straight-line basis as control is transferred since these performance obligations are satisfied over time. “Digital Subscription Revenues,” consisting of the fees associated with subscriptions for the Company’s Digital products, including Personal Coaching + Digital and Digital 360 (as applicable), are recognized on a straight-line basis as control is transferred since these performance obligations are satisfied over time. One-time sign-up non-refundable e-commerce “pay-as-you-go” The Company grants refunds in aggregate amounts that historically have not been material. Because the period of payment of the refund generally approximates the period revenue was originally recognized, refunds are recorded as a reduction of revenue over the same period. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses sales commissions when incurred (amortization period would have been one year or less) and these expenses are recorded within selling, general and administrative expenses. The Company treats shipping and handling fees as fulfillment costs and not as a separate performance obligation, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of product sales and other for amounts paid to applicable carriers. Sales tax, value-added tax and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Advertising Costs Advertising costs consist primarily of broadcast and digital media. All costs related to advertising are expensed in the period incurred, except for media production-related costs, which are expensed the first time the advertising takes place. Total advertising expenses for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 were $238,978, $252,754 and $248,473, respectively. Income Taxes Deferred income tax assets and liabilities result primarily from temporary differences between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which differences are expected to reverse. If it is more-likely-than-not The Company recognizes a benefit for uncertain tax positions when a tax position taken or expected to be taken in a tax return is more-likely-than-not In addition, assets and liabilities acquired in purchase business combinations are assigned their fair values and deferred taxes are provided for lower or higher tax bases. Derivative Instruments and Hedging The Company is exposed to certain risks related to its ongoing business operations, primarily interest rate risk and foreign currency risk. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. The Company does not use any derivative instruments for trading or speculative purposes. The Company recognizes the fair value of all derivative instruments as either assets or liabilities on the balance sheet. The Company has designated and accounted for interest rate swaps as cash flow hedges of its variable-rate borrowings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The fair value of the Company’s interest rate swaps is reported as a component of accumulated other comprehensive loss on its balance sheet. See Note 18 for a further discussion regarding the fair value of the Company’s interest rate swaps. The net effect of the interest payable and receivable under the Company’s effective interest rate swap is included in interest expense on its consolidated statements of operations. Deferred Financing Costs Deferred financing costs consist of fees paid by the Company as part of the establishment, exchange and/or modification of the Company’s long-term debt. Amortization expense for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $5,018, $6,136 and $8,845, respectively. |
Accounting Standards Adopted in
Accounting Standards Adopted in Current Year | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards Adopted in Current Year and Recently Issued Accounting Pronouncements | 3. Accounting Standards Adopted in Current Year In October 2021, the Financial Accounting Standards Board (the “FASB”) issued updated guidance to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (i) recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this update require an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The new guidance should be applied prospectively to business combinations occurring on or after its effective date. On January 2, 2022 early adopted no In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. 2021-01, Reference Rate Reform: Scope. 2020-04 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848 2020-04 adopted fourth quarter of fiscal 2022 no 21. Recently Issued Accounting Pronouncements The Company has determined that recently issued accounting pronouncements are not expected to have a material impact on its consolidated financial statements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 4. Leases A lease is defined as an arrangement that contractually specifies the right to use and control an identified asset for a specific period of time in exchange for consideration. Operating leases are included in operating lease assets, portion of operating lease liabilities due within one year, and long-term operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, other accrued liabilities, and other long-term liabilities in the Company’s consolidated balance sheets. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, using the Company’s incremental borrowing rate commensurate with the lease term, since the Company’s lessors do not provide an implicit rate, nor is one readily available. The incremental borrowing rate is calculated based on the Company’s credit yield curve and adjusted for collateralization, credit quality and economic environment impact, all where applicable. The lease asset includes scheduled lease payments and excludes lease incentives, such as free rent periods and tenant improvement allowances. The Company has certain leases that may include an option to renew and when it is reasonably probable to exercise such option, the Company will include the renewal option terms in determining the lease asset and lease liability. The Company does not have any renewal options that would have a material impact on the terms of the leases and that are also reasonably expected to be exercised as of December 31, 2022. A lease may contain both fixed and variable payments. Variable lease payments that are linked to an index or rate are measured based on the current index or rate at the implementation of the lease accounting standard, or lease commencement date for new leases, with the impact of future changes in the index or rate being recorded as a period expense. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease non-lease non-lease The Company has elected the short-term lease exception accounting policy, whereby the recognition requirements of the updated guidance is not applied and lease expense is recorded on a straight-line basis with respect to leases with an initial term of 12 months or less. The Company’s operating leases are primarily for its studios and corporate offices. At December 31, 2022 and January 1, 2022, the Company’s lease assets and lease liabilities were as follows: December 31, January 1, Assets: Operating lease assets $ 75,696 $ 89,902 Finance lease 54 127 Total leased assets $ 75,750 $ 90,029 Liabilities: Current Operating $ 17,955 $ 20,297 Finance 31 75 Noncurrent Operating 68,099 78,157 Finance 7 29 Total lease liabilities $ 86,092 $ 98,558 For the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, the components of the Company’s lease expense were as follows: Fiscal Year Ended December 31, January 1, January 2, Operating lease cost: Fixed lease cost $ 33,227 $ 37,688 $ 48,674 Lease termination cost 2,726 8,542 6,109 Variable lease cost 27 21 (30 ) Total operating lease cost $ 35,980 $ 46,251 $ 54,753 Finance lease cost: Amortization of leased assets $ 112 $ 151 $ 192 Interest on lease liabilities 6 8 12 Total finance lease cost $ 118 $ 159 $ 204 Total lease cost $ 36,098 $ 46,410 $ 54,957 In conjunction with the continued rationalization of its real estate portfolio, the Company entered into subleases, which resulted in lease asset impairment charges of $2,680 in the aggregate that were recognized in general and administrative expenses in the Company’s consolidated statements of operations for the fiscal year ended December 31, 2022. The Company expects to begin recording sublease income as of the sublease commencement dates in the first quarter of fiscal 2023 as an offset to general and administrative expenses. At December 31, 2022 and January 1, 2022, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: December 31, January 1, Weighted Average Remaining Lease Term (years) Operating leases 6.90 7.29 Finance leases 1.00 1.54 Weighted Average Discount Rate Operating leases 7.03 7.15 Finance leases 3.52 5.31 The Company’s leases have remaining lease terms of 0 to 10 years with a weighted average lease term of 6.90 years as of December 31, 2022. At December 31, 2022, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows: Operating Leases Finance Leases Total Fiscal 2023 $ 23,395 $ 32 $ 23,427 Fiscal 2024 18,869 7 18,876 Fiscal 2025 13,116 — 13,116 Fiscal 2026 9,791 — 9,791 Fiscal 2027 9,446 — 9,446 Thereafter 36,114 — 36,114 Total lease payments $ 110,731 $ 39 $ 110,770 Less imputed interest 24,677 1 24,678 Present value of lease liabilities $ 86,054 $ 38 $ 86,092 Supplemental cash flow information related to leases for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 were as follows: Fiscal Year Ended December 31, January 1, January 2, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 31,580 $ 39,747 $ 49,043 Operating cash flows from finance leases $ 6 $ 8 $ 12 Financing cash flows from finance leases $ 112 $ 151 $ 192 Leased assets obtained in exchange for new operating lease liabilities $ 13,297 $ 1,057 $ 5,113 Leased assets obtained in exchange for new finance lease liabilities $ 49 $ 81 $ 132 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue Revenues are recognized when control of the promised services or goods is transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services or goods. See Note 2 for further information on the Company’s revenue recognition policies. The following table presents the Company’s revenues disaggregated by revenue source: Fiscal Year Ended December 31, January 1, January 2, Digital Subscription Revenues $ 662,668 $ 788,173 $ 743,060 Workshops + Digital Fees 256,387 274,866 443,429 Subscription Revenues, net $ 919,055 $ 1,063,039 $ 1,186,489 Product sales and other, net 121,801 149,424 191,635 Revenues, net $ 1,040,856 $ 1,212,463 $ 1,378,124 The following tables present the Company’s revenues disaggregated by revenue source and segment: Fiscal Year Ended December 31, 2022 North America International Total Digital Subscription Revenues $ 436,148 $ 226,520 $ 662,668 Workshops + Digital Fees 204,115 52,272 256,387 Subscription Revenues, net $ 640,263 $ 278,792 $ 919,055 Product sales and other, net 88,116 33,685 121,801 Revenues, net $ 728,379 $ 312,477 $ 1,040,856 Fiscal Year Ended January 1, 2022 North America International Total Digital Subscription Revenues $ 504,152 $ 284,021 $ 788,173 Workshops + Digital Fees 210,076 64,790 274,866 Subscription Revenues, net $ 714,228 $ 348,811 $ 1,063,039 Product sales and other, net 102,190 47,234 149,424 Revenues, net $ 816,418 $ 396,045 $ 1,212,463 Fiscal Year Ended January 2, 2021 North America International Total Digital Subscription Revenues $ 484,471 $ 258,589 $ 743,060 Workshops + Digital Fees 329,886 113,543 443,429 Subscription Revenues, net $ 814,357 $ 372,132 $ 1,186,489 Product sales and other, net 131,950 59,685 191,635 Revenues, net $ 946,307 $ 431,817 $ 1,378,124 Information about Contract Balances For Subscription Revenues, the Company can collect payment in advance of providing services. Any amounts collected in advance of services being provided are recorded in deferred revenue. In the case where amounts are not collected, but the service has been provided and the revenue has been recognized, the amounts are recorded in accounts receivable. The opening and ending balances of the Company’s deferred revenues were as follows: Deferred Deferred Revenue-Long Term Balance as of January 2, 2021 $ 50,475 $ 44 Net decrease during the period (4,620 ) (16 ) Balance as of January 1, 2022 $ 45,855 $ 28 Net (decrease) increase during the period (13,699 ) 332 Balance as of December 31, 2022 $ 32,156 $ 360 Revenue recognized from amounts included in current deferred revenue as of January 1, 2022 was $45,678 for the fiscal year ended December 31, 2022. Revenue recognized from amounts included in current deferred revenue as of January 2, 2021 was $50,385 for the fiscal year ended January 1, 2022. The Company’s long-term deferred revenue, which is included in other liabilities on its consolidated balance sheet, represents revenue that will not be recognized during the next fiscal year and is generally related to upfront payments received as an inducement for entering into certain sales-based royalty agreements with third party licensees. This revenue is amortized on a straight-line basis over the term of the applicable agreement. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 6. Acquisitions Acquisitions of Franchisees On February 18, 2022, the Company acquired the entire issued share capital of its Republic of Ireland franchisee, Denross Limited, and its Northern Ireland franchisee, Checkweight Limited, as follows: (a) The Company acquired the entire issued share capital of Denross Limited for a purchase price of $4,500. Payment was in the form of cash paid on December 21, 2021 ($650), cash paid on February 18, 2022 ($3,100) and cash in reserves ($750). The total purchase price was allocated to goodwill ($4,645), deferred tax asset ($496) fully offset by a tax valuation allowance ($496), assumed liabilities ($166), customer relationship value ($14), cash ($4) and other receivables ($3). The goodwill will not be deductible for tax purposes; and (b) The Company acquired the entire issued share capital of Checkweight Limited for a purchase price of $1,500. Payment was in the form of cash ($1,250) and cash in reserves ($250). The total purchase price was allocated to goodwill ($1,291), franchise rights acquired ($240), assumed liabilities ($56), customer relationship value ($17), deferred tax asset ($5) fully offset by a tax valuation allowance ($5), cash ($4) and other receivables ($4). The goodwill will not be deductible for tax purposes. On August 16, 2021, the Company acquired substantially all of the assets of its franchisee for certain territories in Maine, Weight Watchers of Maine, Inc., for a purchase price of $2,250. Payment was in the form of cash ($1,999), cash in reserves ($225) and assumed net liabilities ($26). The total purchase price was allocated to goodwill ($2,153), customer relationship value ($56) and franchise rights acquired ($41). The goodwill will be deductible for tax purposes. On March 22, 2021, the Company acquired substantially all of the assets of its Michigan franchisee, The WW Group, Inc., and its Ontario, Canada franchisee, The WW Group Co., as follows: (a) The Company acquired substantially all of the assets of The WW Group, Inc., which operated franchises in certain territories in Michigan, for an aggregate purchase price of $17,500. Payment was in the form of cash paid on March 22, 2021 ($8,255), cash paid on July 30, 2021 ($6,450), cash in reserves ($2,300) and assumed net liabilities ($495). The total purchase price was allocated to franchise rights acquired ($16,885), customer relationship value ($408), inventories ($162), property and equipment, net ($41) and other assets ($4); and (b) The Company acquired substantially all of the assets of The WW Group Co., which operated franchises in certain territories in Ontario, Canada, for an aggregate purchase price of $3,114. Payment was in the form of cash ($2,605), cash in reserves ($599) and assumed net assets ($90). The total purchase price was allocated to franchise rights acquired ($3,040), customer relationship value ($42), property and equipment, net ($25), inventories ($6) and other assets ($1). On October 26, 2020, the Company acquired substantially all of the assets of its franchisees for certain territories in Arizona and California, Weight Watchers of Arizona, Inc. and Weight Watchers of Imperial County, Inc., respectively, for an aggregate purchase price of $10,000. Payment was in the form of cash ($10,037) and assumed net assets ($37). The total purchase price was allocated to franchise rights acquired ($9,546), customer relationship value ($227), property and equipment, net ($131), inventories ($84) and other assets ($12). These acquisitions have been accounted for under the purchase method of accounting and, accordingly, earnings of the acquired franchises have been included in the consolidated operating results of the Company since the date of acquisition. |
Franchise Rights Acquired, Good
Franchise Rights Acquired, Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Franchise Rights Acquired, Goodwill and Other Intangible Assets | 7. Franchise Rights Acquired, Goodwill and Other Intangible Assets Franchise rights acquired are due to acquisitions of the Company’s franchised territories as well as the acquisition of franchise promotion agreements and other factors associated with the acquired franchise territories. For the fiscal year ended December 31, 2022, the change in the carrying value of franchise rights acquired was due to the impairments of the United States, Canada, United Kingdom, New Zealand and Australia units of account as discussed below, the effect of exchange rate changes and the Northern Ireland franchisee acquisition as described in Note 6. Goodwill primarily relates to the acquisition of the Company by The Kraft Heinz Company (successor to H.J. Heinz Company) in 1978, and the Company’s acquisitions of WW.com, LLC (formerly known as WW.com, Inc. and WeightWatchers.com, Inc.) in 2005 and the Company’s franchised territories. See Note 6 for additional information about acquisitions by the Company. For the fiscal year ended December 31, 2022, the change in the carrying amount of goodwill was due to the Republic of Ireland franchisee and Northern Ireland franchisee acquisitions as described in Note 6, the impairments of the Republic of Ireland reporting unit and the Company’s wholly-owned subsidiary Kurbo, Inc. (“Kurbo”) as discussed below and the effect of exchange rate changes as follows: North America International Total Balance as of January 2, 2021 $ 145,071 $ 10,546 $ 155,617 Goodwill acquired during the period 2,153 — 2,153 Effect of exchange rate changes 306 (702 ) (396 ) Balance as of January 1, 2022 $ 147,530 $ 9,844 $ 157,374 Goodwill acquired during the period — 5,936 5,936 Goodwill impairment (1,101 ) (2,023 ) (3,124 ) Effect of exchange rate changes (2,862 ) (1,326 ) (4,188 ) Balance as of December 31, 2022 $ 143,567 $ 12,431 $ 155,998 Indefinite-Lived Franchise Rights Acquired and Goodwill Annual Impairment Test The Company performed its annual impairment review of indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, and goodwill for fiscal 2022 and fiscal 2021 on May 8, 2022 and May 9, 2021, respectively. In performing its annual impairment analysis as of May 8, 2022, the Company determined that (i) the carrying amounts of its Canada and New Zealand franchise rights acquired with indefinite-lived units of account exceeded their respective fair values and, as a result, the Company recorded impairment charges impairment impairment Based on the results of the Company’s May 8, 2022 annual franchise rights acquired impairment test performed for its United States unit of account, which held 92.7% of the Company’s franchise rights acquired as of the July 2, 2022 balance sheet date, the estimated fair value of this unit of account exceeded its carrying value by approximately 15%. Based on the results of the Company’s May 8, 2022 annual franchise rights acquired impairment analysis performed for its Canada and New Zealand units of account, which held 4.6 % and 0.5%, respectively, of the Company’s franchise rights acquired as of the July 2, 2022 balance sheet date, the estimated fair values of these units of account were equal to their respective carrying values. The above difference or lack thereof between the estimated fair value of the applicable unit of account and its carrying value is referred to herein as the “Annual Impairment Headroom”. As previously disclosed, a change in the underlying assumptions for the United States, Canada and New Zealand could change the results of the impairment assessment and, as such, could result in an impairment of the franchise rights acquired related to the United States, Canada and New Zealand, for which the net book values were $698,383, $34,556 and $3,574, respectively, as of July 2, 2022. Based on the results of the Company’s May 8, 2022 annual franchise rights acquired impairment analysis performed for its remaining units of account, which collectively held 2.2% of the Company’s franchise rights acquired as of the July 2, 2022 balance sheet date, the estimated fair values of these units of account exceeded their respective carrying values by over 100%. In performing this annual impairment analysis for fiscal 2022, in the Company’s hypothetical start-up Based on the results of the Company’s May 8, 2022 annual goodwill impairment analysis performed for all of its reporting units, all units, except for the Republic of Ireland, had an estimated fair value at least 35% higher than the respective unit’s carrying amount. Collectively, these reporting units represented 97.3% of the Company’s total goodwill as of the July 2, 2022 balance sheet date. Based on the results of the Company’s May 8, 2022 annual goodwill impairment analysis performed for its Republic of Ireland reporting unit, which held 2.7% of the Company’s goodwill as of the July 2, 2022 The following are the more significant assumptions utilized in the Company’s annual impairment analyses for fiscal 2022 and fiscal 2021: Fiscal 2022 Fiscal 2021 Debt-Free Cumulative Annual Cash Flow Growth Rate 1.2% to 20.6% 0.2% to 2.6% Discount Rate 9.6% 8.5% Third Quarter Fiscal 2022 Indefinite-Lived Franchise Rights Acquired Interim Impairment Test During the quarter ended October 1, 2022, the Company identified various qualitative and quantitative factors which collectively, when combined with the Annual Impairment Headroom discussed above for the United States, Canada and New Zealand units of account, indicated a triggering event had occurred within these units of account. These factors included actual business performance as compared to the assumptions used in its annual impairment test, the continued decline in the Company’s market capitalization and market factors, including the increase in interest rates. As a result of this triggering event, the Company performed an interim impairment test of these units of account. In performing this interim impairment test as of October 1, 2022, the Company determined that the carrying amounts of its United States, Canada and New Zealand franchise rights acquired with indefinite-lived units of account exceeded their respective fair values. Accordingly, the Company recorded impairment charges In performing this interim impairment analysis, in the Company’s hypothetical start-up Based on the results of the Company’s October 1, 2022 interim franchise rights acquired impairment test performed for its United States, Canada and New Zealand units of account, which held 91.5%, 4.4% and 0.5%, respectively, of the Company’s franchise rights acquired as of the October 1, 2022 balance sheet date, the estimated fair values of these units of account were equal to their respective carrying values. Accordingly, a change in the underlying assumptions for the United States, Canada and New Zealand may change the results of the impairment assessment and, as such, could result in an impairment of the franchise rights acquired related to the United States, Canada and New Zealand, for which the net book values were $400,092, $19,342 and $2,141, respectively, as of October 1, 2022. The most significant assumptions used in the interim impairment test discussed above were the discount rate applied and the Digital revenue growth rates. The Company applied a discount rate of 13.4% based on our actual weighted-average cost of capital, which included the cost of equity and the cost of debt. The Company projected Digital revenues based upon its current and past performance. Changes in these assumptions would have a significant impact on the valuation model. Fourth Quarter Fiscal 2022 Indefinite-Lived Franchise Rights Acquired Interim Impairment Test During the quarter ended December 31, 2022, the Company identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred. These factors included (i) actual business performance as compared to the assumptions used in its third quarter fiscal 2022 interim impairment test for the United States, Canada and New Zealand units of account and as compared to the assumptions used in its annual impairment test in the second quarter of fiscal 2022 for the United Kingdom and Australia units of account; and (ii) the further decline in the Company’s market capitalization and market factors, including the increase in interest rates. As a result of this triggering event, the Company performed an interim impairment test for all of its franchise rights acquired units of account in the fourth quarter of fiscal 2022. In performing the interim franchise rights acquired impairment test as of December 31, 2022, the Company determined that the carrying amounts of its United States, Canada, United Kingdom and Australia franchise rights acquired with indefinite-lived units of account exceeded their respective fair values. Accordingly, the Company recorded impairment charges start-up impairment In performing this interim impairment analysis, in the Company’s hypothetical start-up Based on the results of the Company’s December 31, 2022 interim franchise rights acquired impairment test performed for its United States, Australia, United Kingdom and New Zealand units of account, which held 97.6%, 1.1%, 0.7%, and 0.6%, respectively, of the Company’s franchise rights acquired as of the December 31, 2022 balance sheet date, the estimated fair values of these units of account were equal to their respective carrying values. Accordingly, a change in the underlying assumptions for the United States, Australia, United Kingdom and New Zealand may change the results of the impairment assessment and, as such, could result in an impairment of the franchise rights acquired related to the United States, Australia, United Kingdom and New Zealand, for which the net book values were $374,353, $4,232, $2,666 and $2,432, respectively, as of December 31, 2022. The most significant assumptions used in the interim impairment test discussed above were the discount rate applied and the Digital revenue growth rates. The Company applied a discount rate of 13.7% based on our actual weighted-average cost of capital, which included the cost of equity and the cost of debt. The Company projected Digital revenues based upon its current and past performance. Changes in these assumptions would have a significant impact on the valuation model. Holding all other assumptions constant, a hypothetical 50 basis point increase in the Company’s discount rate assumption would decrease the fair values of the United States, United Kingdom, Australia and New Zealand units of account by approximately 6.6%, 8.9%, 5.6% and 5.3%, respectively, which would result in additional impairment charges. Holding all other assumptions constant, a hypothetical 1% reduction in projected Digital revenues for each year in the analysis would decrease the fair values of the United States, United Kingdom, Australia and New Zealand units of account by approximately 1.0%, 6.8%, 2.9% and 1.0%, respectively, which would also result in additional impairment charges. Republic of Ireland Goodwill Impairment With respect to its Republic of Ireland reporting unit, during the fourth quarter of fiscal 2022, the Company made a strategic decision to delay the launch of the Digital business in that country. As a result of this decision, a triggering event occurred which required the Company to perform an interim goodwill impairment analysis. In performing its discounted cash flow analysis, the Company determined that the carrying amount of this reporting unit exceeded its fair value and, as a result, recorded an impairment charge of $2,023. The preponderance of this impairment was driven by a decrease in projected revenues and an increased weighted-average cost of capital used in this interim impairment test as compared to the weighted-average cost of capital used in the May 8, 2022 annual impairment test of its goodwill, reflecting market factors including higher interest rates and the trading values of the Company’s equity and debt. Kurbo Goodwill Impairment On August 10, 2018, the Company acquired substantially all of the assets of Kurbo Health, Inc., a family-based healthy lifestyle coaching program, for a net purchase price of $3,063, of which $1,101 was allocated to goodwill. The goodwill was deductible annually for tax purposes. The Company determined in the second quarter of fiscal 2022 to exit the Kurbo business in the third quarter of fiscal 2022 as part of its strategic plan. As a result of this determination, the Company recorded an impairment charge of $1,101 in the second quarter of fiscal 2022, which comprised the entire goodwill balance for Kurbo. Brazil Goodwill Impairment With respect to its Brazil reporting unit, during the first quarter of fiscal 2020, the Company made a strategic decision to shift to an exclusively Digital business in that country. The Company determined that this decision, together with the negative impact of COVID-19, As it related to its goodwill impairment analysis for Brazil, the Company estimated future debt-free cash flows in contemplation of its growth strategies for that market. In developing these projections, the Company considered the growth strategies under the current market conditions in Brazil. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt. Finite-lived Intangible Assets The carrying values of finite-lived intangible assets as of December 31, 2022 and January 1, 2022 were as follows: December 31, 2022 January 1, 2022 Gross Accumulated Gross Accumulated Capitalized software costs $ 107,229 $ 94,375 $ 115,065 $ 94,771 Website development costs 133,818 91,482 110,678 78,629 Trademarks 12,162 11,882 12,116 11,677 Other 13,961 6,125 14,021 5,677 Trademarks and other intangible assets $ 267,170 $ 203,864 $ 251,880 $ 190,754 Franchise rights acquired 8,164 5,101 7,905 4,766 Total finite-lived intangible assets $ 275,334 $ 208,965 $ 259,785 $ 195,520 Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $33,676, $32,220 and $29,828 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter was as follows: Fiscal 2023 $ 29,816 Fiscal 2024 $ 19,599 Fiscal 2025 $ 8,189 Fiscal 2026 $ 871 Fiscal 2027 $ 723 Thereafter $ 7,171 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment The carrying values of property and equipment as of December 31, 2022 and January 1, 2022 were as follows: December 31, 2022 January 1, 2022 Equipment $ 55,303 $ 71,436 Leasehold improvements 66,860 72,235 $ 122,163 $ 143,671 Less: Accumulated depreciation and amortization (93,934 ) (106,452 ) $ 28,229 $ 37,219 Depreciation and amortization expense of property and equipment for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $10,125, $16,330 and $20,849, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt The components of the Company’s long-term debt were as follows: December 31, 2022 January 1, 2022 Principal Balance Unamortized Deferred Financing Costs Unamortized Debt Discount Effective Rate (1) Principal Balance Unamortized Deferred Financing Costs Unamortized Debt Discount Effective Rate (1) Revolving Credit Facility due April 13, 2026 $ — $ — $ — 0.00 % $ — $ — $ — 2.61 % Term Loan Facility due April 13, 2028 945,000 5,821 12,064 5.85 % 945,000 6,930 14,362 4.48 % Senior Secured Notes due April 15, 2029 500,000 4,831 — 4.70 % 500,000 5,604 — 4.70 % Total $ 1,445,000 $ 10,652 $ 12,064 5.45 % $ 1,445,000 $ 12,534 $ 14,362 5.15 % Less: Current portion — — Unamortized deferred financing costs 10,652 12,534 Unamortized debt discount 12,064 14,362 Total long-term debt $ 1,422,284 $ 1,418,104 (1) Includes amortization of deferred financing costs and debt discount. On April 13, 2021, the Company (1) repaid in full approximately $1,189,750 in aggregate principal amount of senior secured tranche B term loans due in 2024 under its then-existing credit facilities and (2) redeemed all of the $300,000 in aggregate principal amount of its then-outstanding 8.625% Senior Notes due in 2025 (the “Discharged Senior Notes”). On April 13, 2021, the Company’s then-existing credit facilities included a senior secured revolving credit facility (which included borrowing capacity available for letters of credit) due in 2022 with $175,000 in an aggregate principal amount of commitments. There were no outstanding borrowings under such revolving credit facility on that date. The Company funded such repayment of loans and redemption of notes with cash on hand as well as with proceeds received from approximately $1,000,000 in an aggregate principal amount of borrowings under its new credit facilities (as amended from time to time, the “Credit Facilities”) and proceeds received from the issuance of $500,000 in aggregate principal amount of 4.500% Senior Secured Notes due 2029 (the “Senior Secured Notes”), each as described below. These transactions are collectively referred to herein as the “April 2021 debt refinancing”. During the second quarter of fiscal 2021, the Company incurred fees of $37,910 (which included $12,939 of a prepayment penalty on the Discharged Senior Notes and $5,000 of a debt discount on its Term Loan Facility (as defined below)) in connection with the April 2021 debt refinancing. In addition, the Company recorded a loss on early extinguishment of debt of $29,169 in connection thereto. This early extinguishment of debt charge was comprised of $12,939 of a prepayment penalty on the Discharged Senior Notes, $9,017 of financing fees paid in connection with the April 2021 debt refinancing and the write-off pre-existing Credit Facilities The Credit Facilities were issued under a credit agreement, dated April 13, 2021 (as amended from time to time, the “Credit Agreement”), among the Company, as borrower, the lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent and an issuing bank. The Credit Facilities consist of (1) $1,000,000 in aggregate principal amount of senior secured tranche B term loans due in 2028 (the “Term Loan Facility”) and (2) $175,000 in an aggregate principal amount of commitments under a senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2026 (the “Revolving Credit Facility”). In December 2021, the Company made voluntary prepayments at par in an aggregate amount of $52,500 in respect of its outstanding term loans under the Term Loan Facility. As a result of these prepayments, the Company wrote off a debt discount and deferred financing fees of $1,183 in the aggregate in the fourth quarter of fiscal 2021. As of December 31, 2022, the Company had $945,000 in an aggregate principal amount of loans outstanding under the Credit Facilities, with $173,921 of availability and $1,079 in issued but undrawn letters of credit outstanding under the Revolving Credit Facility subject to its terms and conditions as discussed below. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2022. All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material domestic restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including: • a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. non-U.S. • a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions. The Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with: • 50% (which percentage will be reduced to 25% and 0% if the Company attains certain first lien secured net leverage ratios) of the Company’s annual excess cash flow; • 100% of the net cash proceeds of certain non-ordinary • 100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement. The foregoing mandatory prepayments will be used to reduce the installments of principal on the Term Loan Facility. The Company may voluntarily repay outstanding loans under the Credit Facilities at any time without penalty, except for customary “breakage” costs with respect to LIBOR loans under the Credit Facilities. Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.50% or (2) an applicable margin plus a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that LIBOR is not lower than a floor of 0.50%. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.00% or (2) a LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided such rate is not lower than a floor of zero. As of December 31, 2022, the applicable margins for the LIBOR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 3.50% and 2.75%, respectively. In the event that LIBOR is phased out as is currently expected, the Credit Agreement provides that the Company and the administrative agent may amend the Credit Agreement to replace the LIBOR definition therein with a successor rate subject to notifying the lending syndicate of such change and not receiving within five business days of such notification objections to such replacement rate from lenders holding at least a majority of the aggregate principal amount of loans and commitments then outstanding under the Credit Agreement; provided that such lending syndicate may not object to a SOFR-based successor rate contained in any such amendment. If the Company fails to do so, its borrowings will be based off of the alternative base rate plus a margin. The Company expects to transition from LIBOR in advance of its cessation on or about June 30, 2023. On a quarterly basis, the Company pays a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon the Company’s Consolidated First Lien Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt, amendments of material agreements governing subordinated indebtedness, changes to lines of business and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default. The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, if the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility as of any fiscal quarter end exceeds 35% of the amount of the aggregate commitments under the Revolving Credit Facility in effect on such date, the Company must be in compliance with a Consolidated First Lien Leverage Ratio of 5.75:1.00 for the period ending after the first fiscal quarter of 2022 through and including the first fiscal quarter of 2023, with a step down to 5.50:1.00 for the period ending after the first fiscal quarter of 2023 through and including the first fiscal quarter of 2024, with an additional step down to 5.25:1.00 for the period ending after the first fiscal quarter of 2024 through and including the first fiscal quarter of 2025 and again to 5.00:1.00, for the period following the first fiscal quarter of 2025. As of December 31, 2022, the Company’s actual Consolidated First Lien Leverage Ratio was 5.77:1.00 and there were no borrowings under its Revolving Credit Facility and total letters of credit issued were $1,079. The Company was not in compliance with the Consolidated First Lien Leverage Ratio as of December 31, 2022, and as a result, the Company is limited to borrowing no more than 35%, or $61,250, of the amount of the aggregate commitments under the Revolving Credit Facility as of each fiscal quarter end until the Company is in compliance again with such ratio. Senior Secured Notes The Senior Secured Notes were issued pursuant to an Indenture, dated as of April 13, 2021 (as amended, supplemented or modified from time to time, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent. The Indenture contains customary terms, events of default and covenants for an issuer of non-investment The Senior Secured Notes accrue interest at a rate per annum equal to 4.500% and will mature on April 15, 2029. Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. On or after April 15, 2024, the Company may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to 102.250% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 101.125% on or after April 15, 2025 and to 100.000% on or after April 15, 2026. Prior to April 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with an amount not to exceed the net proceeds of certain equity offerings at 104.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to April 15, 2024, the Company may redeem some or all of the Senior Secured Notes at a make-whole price plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, during any twelve-month period ending prior to April 15, 2024, the Company may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes at a purchase price equal to 103.000% of the principal amount of the Senior Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a change of control occurs, the Company must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 101% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. Following the sale of certain assets and subject to certain conditions, the Company must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 100% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The Senior Secured Notes are guaranteed on a senior secured basis by the Company’s subsidiaries that guarantee the Credit Facilities. The Senior Secured Notes and the note guarantees are secured by a first-priority lien on all the collateral that secures the Credit Facilities, subject to a shared lien of equal priority with the Company’s and each guarantor’s obligations under the Credit Facilities and subject to certain thresholds, exceptions and permitted liens. Outstanding Debt At December 31, 2022, the Company had $1,445,000 outstanding under the Credit Facilities and the Senior Secured Notes, consisting of borrowings under the Term Loan Facility of $945,000, $0 drawn down on the Revolving Credit Facility and $500,000 in aggregate principal amount of Senior Secured Notes issued and outstanding. At December 31, 2022 and January 1, 2022, the Company’s debt consisted of both fixed and variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. See Note 19 for information on the Company’s interest rate swaps. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, exclusive of the impact of the swaps then in effect, was approximately 5.45% and 5.11% per annum at December 31, 2022 and January 1, 2022, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, including the impact of the swaps then in effect, was approximately 5.50% and 5.62% per annum at December 31, 2022 and January 1, 2022, respectively, based on interest rates on these dates. Maturities At December 31, 2022, the aggregate amounts of the Company’s existing long-term debt maturing in each of the next five fiscal years and thereafter were as follows: Fiscal 2023 $ — Fiscal 2024 — Fiscal 2025 — Fiscal 2026 — Fiscal 2027 10,000 Thereafter 1,435,000 $ 1,445,000 |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2022 | |
Class of Stock Disclosures [Abstract] | |
Treasury Stock | 10. Treasury Stock On October 9, 2003, the Company’s Board of Directors authorized, and the Company announced, a program to repurchase up to $250,000 of the Company’s outstanding common stock. On each of June 13, 2005, May 25, 2006 and October 21, 2010, the Company’s Board of Directors authorized, and the Company announced, the addition of $250,000 to the program. The repurchase program allows for shares to be purchased from time to time in the open market or through privately negotiated transactions. No shares will be purchased from Artal Holdings Sp. z o.o., Succursale de Luxembourg and its parents and subsidiaries under this program. The repurchase program currently has no expiration date. During the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, the Company repurchased no shares of its common stock under this program. As of the end of fiscal 2022, $208,933 remained available to purchase shares of the Company’s common stock under the repurchase program. |
Per Share Data
Per Share Data | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Per Share Data | 11. Per Share Data Basic (net loss) earnings per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted (net loss) earnings per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented adjusted for the effect of dilutive common stock equivalents. The following table sets forth the computation of basic and diluted (net loss) earnings per share data for the fiscal years ended: Fiscal Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Numerator: Net (loss) income attributable to WW International, Inc. $ (251,403 ) $ 66,892 $ 75,079 Denominator: Weighted average shares of common stock outstanding 70,321 69,640 67,849 Effect of dilutive common stock equivalents — 1,104 2,171 Weighted average diluted common shares outstanding 70,321 70,744 70,020 (Net loss) earnings per share attributable to WW International, Inc. Basic $ (3.58 ) $ 0.96 $ 1.11 Diluted $ (3.58 ) $ 0.95 $ 1.07 The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted (net loss) earnings per share attributable to WW International, Inc. |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Plans | 12. Stock Plans Incentive Compensation Plans, Inducement Option and Winfrey Amendment Option On May 6, 2008, the Company’s shareholders approved the 2008 Stock Incentive Plan (the “2008 Plan”). On May 6, 2014, the Company’s shareholders approved the 2014 Stock Incentive Plan (as amended and restated, the “2014 Plan”, and together with the 2008 Plan, the “Stock Plans”), which replaced the 2008 Plan for all equity-based awards granted on or after May 6, 2014. The 2014 Plan is designed to promote the long-term financial interests and growth of the Company by attracting, motivating and retaining employees with the ability to contribute to the success of the business and to align compensation for the Company’s employees over a multi-year period directly with the interests of the shareholders of the Company. The Company’s long-term equity incentive compensation program has historically included time-vesting non-qualified Under the 2014 Plan, grants may take the following forms at the Company’s Board of Directors’ Compensation and Benefits Committee’s (the “Compensation Committee”) discretion: non-qualified Under the 2014 Plan, the Company also grants fully-vested shares of its common stock to certain members of its Board of Directors. While these shares are fully vested, the directors are restricted from selling these shares while they are still serving on the Company’s Board of Directors subject to limited exceptions. During the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, the Company granted to members of the Company’s Board of Directors an aggregate of 77, 29 and 31 fully-vested shares, respectively, and recognized compensation expense of $624, $757 and $688, respectively. Commencing during the fiscal year ended December 31, 2022, the above-referenced members of the Company’s Board of Directors could elect to defer receipt of such grants of fully vested shares of the Company’s common stock with respect to their service on the Company’s Board of Directors during fiscal 2022. Certain members of the Company’s Board of Directors made such an election such that the Company granted to those members of its Board of Directors an aggregate of 27 deferred stock units. These deferred stock units will be settled on the date of separation from service from the Company’s Board of Directors of the applicable member of the Company’s Board of Directors or earlier based on his or her election or upon a change in control of the Company. In fiscal 2022, as part of an initial equity award, the Company granted a stock option to purchase 1,000 shares of its common stock (the “Inducement Option”) to its new Chief Executive Officer upon commencement of her employment. The Inducement Option vests proportionately over four years on each anniversary of the grant date and expires on the seven-year anniversary of the grant date. While the Inducement Option was granted in reliance on an employment inducement exemption and not awarded pursuant to the 2014 Plan, it is subject to the same terms and conditions of the 2014 Plan. Under the Winfrey Amendment Option (as defined below), in fiscal 2020 the Company granted Ms. Winfrey a fully vested option to purchase 3,276 shares of the Company’s common stock as more fully described in Note 22. The Company issues common stock for share-based compensation awards from treasury stock. The total compensation cost that has been charged against income for share-based compensation awards and the Winfrey Amendment Option, as applicable, was $12,333, $21,348 and $55,013 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. Such amounts have been included as a component of selling, general and administrative expenses. The total income tax benefit recognized in the Company’s consolidated statements of operations for all share-based compensation awards was $2,603, $5,175 and $10,915 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. The tax benefits realized from options exercised and RSUs and PSUs vested totaled $1,017, $7,999 and $8,426 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. No compensation costs were capitalized. As of December 31, 2022, there was $24,958 of total unrecognized compensation cost related to stock options and RSUs granted under the Stock Plans and the Inducement Option. That cost is expected to be recognized over a weighted-average period of approximately 1.6 years. Stock Option Awards with Time-Vesting Criteria Stock options with time-vesting criteria (“Time-Vesting Options”) are exercisable based on the terms and conditions outlined in the applicable award agreement. Time-Vesting Options outstanding at December 31, 2022, January 1, 2022 and January 2, 2021 vest over a period of two seven The fair value of each of these option awards is estimated on the date of grant using the Black-Scholes option pricing model with the weighted average assumptions noted in the following table. Expected volatility is December 31, January 1, January 2, 2021 Dividend yield 0.0% 0.0% 0.0% Volatility 57.0% - 57.1% 56.7% 56.5% - 56.7% Risk-free interest rate 2.36% - 2.86% 1.13% 0.45% - 0.52% Expected term (years) 6.0 - 7.0 6.5 5.9 - 6.5 Option Activity A summary of all option activity under the Stock Plans and with respect to the Inducement Option and the Initial Option Agreement (as defined below) for the fiscal year ended December 31, 2022 is presented below. Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2022 5,706 $ 36.13 Granted 2,227 $ 22.75 Exercised — $ — Cancelled (529 ) $ 20.36 Outstanding at December 31, 2022 7,404 $ 33.23 4.0 $ — Exercisable at December 31, 2022 5,144 $ 37.31 2.5 $ — , The weighted-average grant-date fair value of all options granted (including the Winfrey Amendment Option and the Inducement Option) was $3.96, $15.64 and $9.98 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. The total intrinsic value of all options exercised (including options granted under the Initial Option Agreement) was $0, $18,497 and $24,841 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. Cash received from Time-Vesting Options exercised during the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $0, $4,469 and $8,176, respectively. Restricted Stock Unit Awards with Time-Vesting Criteria RSUs are exercisable based on the terms outlined in the applicable award agreement. The RSUs generally vest over a period of two Shares Weighted-Average Outstanding at January 1, 2022 1,595 $ 21.99 Granted 2,221 $ 6.69 Vested (655 ) $ 22.25 Forfeited (750 ) $ 17.90 Outstanding at December 31, 2022 2,411 $ 9.09 The weighted-average grant-date fair value of RSUs granted was $6.69, $24.29 and $19.40 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. The total fair value of RSUs vested during the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $14,576, $18,097 and $15,015, respectively. Performance-Based Stock Unit Awards with Time- and Performance-Vesting Criteria In fiscal 2019, the Company granted 280.1 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs was satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs was not satisfied and 0 PSUs became vested in fiscal 2022 upon the satisfaction of the time-vesting criteria. The Company accrued compensation expense in an amount equal to the outcome upon vesting. In fiscal 2018, the Company granted 81.3 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs was satisfied upon continued employment (with limited exceptions) on May 15, 2021. The performance-vesting criteria for these PSUs was not satisfied and 0 PSUs became vested in fiscal 2021 upon the satisfaction of the time-vesting criteria. The Company accrued compensation expense in an amount equal to the outcome upon vesting. In fiscal 2017, the Company granted 98.5 PSUs in May 2017 and 47.9 PSUs in July 2017, all having both time- and performance-vesting criteria (the “2017 PSUs”). The time-vesting criteria for these PSUs was satisfied upon continued employment (with limited exceptions) on May 15, 2020. The performance-vesting criteria for two-thirds The fair value of PSUs is determined using the closing market price of the Company’s common stock on the date of grant. A summary of PSU activity under the 2014 Plan for the fiscal year ended December 31, 2022 is presented below. Shares Weighted-Average Outstanding at January 1, 2022 201 $ 18.94 Granted — $ — Vested — $ — Forfeited (201 ) $ 18.94 Outstanding at December 31, 2022 — $ — The weighted-average grant-date fair value of PSUs granted and/or incremental shares vested was $0.00, $0.00 and $28.09 during the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. The total fair value of PSUs vested during the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $0, $0 and $3,443, respectively. |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Taxes | 13. Taxes Income Taxes The components of the Company’s consolidated income before income taxes consist of the following: Fiscal Year Ended December 31, January 1, January 2, Domestic $ (375,689 ) $ (27,763 ) $ (10,467 ) Foreign 9,907 104,428 102,970 $ (365,782 ) $ 76,665 $ 92,503 The following tables summarize the Company’s consolidated (benefit) provision for U.S. federal, state and foreign taxes on income: Fiscal Year Ended December 31, January 1, January 2, Current: U.S. federal $ 13,147 $ 38 $ (14,052 ) State 3,446 1,055 4,421 Foreign 20,022 24,245 28,533 $ 36,615 $ 25,338 $ 18,902 Deferred: U.S. federal $ (114,727 ) $ (8,510 ) $ 94 State (24,262 ) (9,589 ) (2,835 ) Foreign (12,005 ) 2,534 1,301 $ (150,994 ) $ (15,565 ) $ (1,440 ) Total tax (benefit) provision $ (114,379 ) $ 9,773 $ 17,462 The effective tax rates for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 were 31.3%, 12.7% and 18.9%, respectively. The difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate is as follows: The Company’s effective tax rate for the fiscal year ended December 31, 2022 was impacted by the following items: (i) a $48,265 tax benefit from a legal entity restructuring in connection with the Organizational Realignment (as defined below) which resulted in a reversal of certain deferred tax liabilities, (ii) a $4,450 tax benefit related to foreign-derived intangible income (“FDII”), and (iii) a $2,150 tax benefit for out-of-period The Company’s effective tax rate for the fiscal year ended January 1, 2022 was impacted by the following items: (i) a $6,347 tax benefit related to a decrease in the applicable state tax rate on certain deferred income, (ii) a $3,548 tax benefit related to tax windfalls from stock compensation and (iii) a $1,560 tax benefit due to the reversal of a valuation allowance related to certain non-U.S. The Company’s effective tax rate for the fiscal year ended January 2, 2021 was impacted by the following items: (i) a $7,566 tax benefit related to the reversal of the tax impact of global intangible low-taxed out-of-period Fiscal Year Ended December 31, January 1, January 2, U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal benefit) 3.8 % (1.8 %) 1.0 % Research and development credit 0.4 % (1.8 %) (2.2 %) Tax windfall/shortfall on share-based awards (0.5 %) (4.6 %) (4.3 %) Reserves for uncertain tax positions 0.0 % 0.2 % 0.9 % Tax rate changes 0.3 % (8.2 %) (1.2 %) Executive compensation limitation (0.2 %) 1.8 % 1.2 % GILTI 0.0 % 0.0 % (8.2 %) FDII 1.2 % 0.0 % (1.5 %) Change in valuation allowance (7.1 %) (2.0 %) 0.0 % Out-of-period 0.6 % 0.0 % 2.5 % Impact of foreign operations (1.6 %) 9.0 % 8.7 % Reversal of certain deferred tax liabilities 13.2 % 0.0 % 0.0 % Other 0.2 % (0.9 %) 1.0 % Total effective tax rate 31.3 % 12.7 % 18.9 % On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act (the “CARES Act”) was signed into law. The CARES Act includes provisions relating to modifications to the net interest deduction limitation, net operating loss carryforward rules, refundable payroll tax credits and deferment of the employer portion of certain payroll taxes. On July 20, 2020, the U.S. Treasury Department released final regulations under Internal Revenue Code Section 951A (TD 9902) permitting a taxpayer to elect to exclude from its GILTI inclusion items of income subject to a high effective rate of foreign tax. As a result of the final regulations, the Company recorded a $7,566 tax benefit in fiscal 2020 related to the fiscal 2018 and fiscal 2019 taxes previously accrued attributable to GILTI. The deferred tax assets and liabilities recorded on the Company’s consolidated balance sheets are as follows: December 31, January 1, Interest expense disallowance $ 54,259 $ 44,598 Operating lease liabilities 20,842 22,901 Operating loss carryforwards 10,102 14,172 Provision for estimated expenses 2,734 2,128 Salaries and wages 10,280 2,710 Share-based compensation 15,190 15,707 Other comprehensive income 1,841 6,306 Other 3,695 5,927 Less: valuation allowance (35,818 ) (10,083 ) Total deferred tax assets $ 83,125 $ 104,366 Goodwill and intangible assets $ (51,841 ) $ (224,548 ) Operating lease assets (18,228 ) (20,794 ) Depreciation (13,498 ) (4,044 ) Prepaid expenses (431 ) (1,433 ) Total deferred tax liabilities $ (83,998 ) $ (250,819 ) Net deferred tax liabilities $ (873 ) $ (146,453 ) As of December 31, 2022 and January 1, 2022, the Company had primarily foreign and state net operating loss carryforwards of approximately $82,184 and $111,432, respectively, some of which have an unlimited carryforward period, while others expire in various years beginning in fiscal 2023. The Company maintains a full valuation allowance on its state and certain foreign net operating loss carryforwards as it is deemed more likely than not that such losses will not be realized. In fiscal 2021, the Company recorded a $1,560 income tax benefit for the release in the valuation allowance related to its operations in Switzerland. As of December 31, 2022, the Company established a $27,108 valuation allowance on its business interest expense carryforwards. As a result of the 2017 Tax Cuts and Jobs Act changing the U.S. to a modified territorial tax system, the Company does not assert its $82,355 of undistributed foreign earnings as of December 31, 2022 are permanently reinvested. The Company has considered whether there would be any potential future costs of not asserting indefinite reinvestment and does not expect such costs to be significant. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Fiscal Year Ended December 31, January 1, January 2, Balance at beginning of year $ 1,055 $ 851 $ 206 Increases related to tax positions taken in current year 145 196 — Increases related to tax positions taken in prior years 8 260 605 Reductions related to tax positions taken in prior years (95 ) (199 ) — Reductions related to settlements with tax authorities (273 ) — — Reductions related to lapse of statutes of limitations (206 ) — — Effects of foreign currency translation (23 ) (53 ) 40 Balance at end of year $ 611 $ 1,055 $ 851 At December 31, 2022, the total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate is $508. The Company files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. At December 31, 2022, with few exceptions, the Company was no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years prior to 2019, or non-U.S. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company had $(60) and $(54) of accrued interest and penalties at December 31, 2022 and January 1, 2022, respectively. The Company recognized $83, $142 and $190 of income tax expense in interest and penalties during the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. The U.S. federal government has recently signed into law the Inflation Reduction Act of 2022 (the “IRA”) which, among other things, imposes a minimum “book” tax on certain large corporations and creates a new excise tax on stock repurchases made by certain publicly traded corporations after December 31, 2022. Although the Company is continuing to evaluate the impact of the IRA on its consolidated financial statements as it awaits further guidance, the Company does not currently expect a material impact. Non-Income The Internal Revenue Service (the “IRS”) notified the Company of certain penalties assessed related to the annual disclosure and reporting requirements of the Affordable Care Act. The Company is in the process of appealing this determination and does not believe it has any liability with respect to this matter. Until the appeals process is complete, the IRS will maintain a federal tax lien which is currently limited to certain IRS refunds due to the Company. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 14. Employee Benefit Plans The Company sponsors the Third Amended and Restated WW Savings Plan (the “Savings Plan”) for salaried and certain hourly U.S. employees of the Company. The Savings Plan is a defined contribution plan that provides for employer matching contributions of 50% of the employee’s tax deferred contributions up to 6% of an employee’s eligible compensation for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021. Effective as of May 30, 2020, the Company temporarily suspended employer matching contributions through December 31, 2020. Expense related to these contributions for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $2,564, $3,136 and $1,655, respectively. During fiscal 2014, the Company received a favorable determination letter from the IRS that qualifies the Savings Plan under Section 401(a) of the Internal Revenue Code. Pursuant to the Savings Plan, the Company also makes profit sharing contributions for all full-time salaried U.S. employees who are eligible to participate in the Savings Plan (except for certain personnel above a determined compensation level). The profit sharing contribution is a guaranteed monthly employer contribution on behalf of each participant based on the participant’s age and a percentage of the participant’s eligible compensation. The Savings Plan also has a discretionary supplemental profit sharing employer contribution component that is determined annually by the Compensation Committee. Effective as of March 6, 2022, the Company suspended profit sharing contributions. Effective as of May 30, 2020, the Company temporarily suspended profit sharing contributions through December 31, 2020. Expense related to these contributions for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $179, $1,342 and $914, respectively. For certain U.S. personnel above a determined compensation level, the Company sponsors the Second Amended and Restated Weight Watchers Executive Profit Sharing Plan (“EPSP”). Under the IRS definition, the EPSP is considered a Nonqualified Deferred Compensation Plan. There is a promise of payment by the Company made on the employees’ behalf instead of an individual account with a cash balance. The EPSP provides for a guaranteed employer contribution on behalf of each participant based on the participant’s age and a percentage of the participant’s eligible compensation. The EPSP has a discretionary supplemental employer contribution component that is determined annually by the Compensation Committee. The E P |
Cash Flow Information
Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow Information | 15. Cash Flow Information Fiscal Year Ended December 31, January 1, January 2, Net cash paid during the year for: Interest expense $ 76,216 $ 79,374 $ 137,163 Income taxes (1) $ 25,815 $ 41,377 $ 24,609 Noncash investing and financing activities were as follows: Fair value of net assets acquired in connection with acquisitions $ 240 $ 20,032 $ 9,677 Capital expenditures and capitalized software included in accounts payable and accrued expenses $ 1,466 $ 1,835 $ 3,497 (1) Fiscal 2022, fiscal 2021 and fiscal 2020 include tax refunds received of $ 5,109 , $ 1,077 and $ 6,936 , respectively. See Note 4 for disclosures on supplemental cash flow information related to leases. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Litigation Matters Due to the nature of the Company’s activities, it is, at times, subject to pending and threatened legal actions that arise out of the ordinary course of business. In the opinion of management, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that the Company’s results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions. Commitments Minimum commitments under non-cancelable |
Segment and Geographic Data
Segment and Geographic Data | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Data | 17. Segment and Geographic Data Effective the first day of fiscal 2023 (i.e., January 1, 2023), the Company realigned its organizational structure and resources to more closely align with its strategic priorities and centralized the global management of certain functions and systems. As a result of the change in its organizational structure, the Company now has two reportable segments, consisting of North America and International. The Company has two reportable segments based on its organizational structure and how the chief operating decision maker (the “CODM”) allocates resources and assesses financial performance, North America and International. “North America” refers to the Company’s North American Company-owned operations and franchise revenues and related costs. “International” refers to the Company’s Continental Europe Company-owned operations, United Kingdom Company-owned operations, and Australia, New Zealand and emerging markets operations. Each reportable segment provides similar services and products. To be consistent with the information that is presented to the CODM, the Company does not include intercompany activity in the segment results. Information about the Company’s reportable segments is as follows: Total Revenues, net for the Fiscal Year Ended December 31, January 1, January 2, North America $ 728,379 $ 816,418 $ 946,307 International 312,477 396,045 431,817 Total revenues, net $ 1,040,856 $ 1,212,463 $ 1,378,124 Net (Loss) Income for the Fiscal Year Ended December 31, January 1, January 2, Segment operating (loss) income: North America $ (218,997 ) $ 218,257 $ 271,123 International 83,330 130,622 136,337 Total segment operating (loss) income $ (135,667 ) $ 348,879 $ 407,460 General corporate expenses 147,283 152,595 191,298 Interest expense 81,141 87,909 123,310 Other expense, net 1,691 1,358 349 Early extinguishment of debt — 30,352 — (Benefit from) provision for income taxes (114,379 ) 9,773 17,462 Net (loss) income $ (251,403 ) $ 66,892 $ 75,041 Net loss attributable to the noncontrolling interest — — 38 Net (loss) income attributable to WW International, Inc. $ (251,403 ) $ 66,892 $ 75,079 Depreciation and Amortization for the Fiscal Year Ended December 31, January 1, January 2, North America $ 32,521 $ 39,270 $ 39,740 International 1,660 2,671 3,002 Total segment depreciation and amortization $ 34,181 $ 41,941 $ 42,742 General corporate depreciation and amortization 14,638 12,745 16,780 Depreciation and amortization $ 48,819 $ 54,686 $ 59,522 The following tables present information about the Company’s revenue and other information by geographic area. There were no material amounts of sales or transfers among geographic areas and no material amounts of U.S. export sales. Total Revenues, net for the Fiscal Year Ended December 31, January 1, January 2, United States $ 683,449 $ 761,358 $ 885,152 Canada 44,930 55,060 61,155 Continental Europe 239,129 297,910 313,380 United Kingdom 47,995 65,820 84,387 Other 25,353 32,315 34,050 $ 1,040,856 $ 1,212,463 $ 1,378,124 Long-Lived Assets (1) December 31, 2022 January 1, 2022 United States $ 24,417 $ 31,566 Canada 2,412 3,198 Continental Europe 907 1,111 United Kingdom 303 1,002 Other 190 342 $ 28,229 $ 37,219 (1) Amounts include finance lease assets Operating Lease Assets December 31, 2022 January 1, 2022 United States $ 68,062 $ 80,609 Canada 4,159 5,079 Continental Europe 2,304 2,216 United Kingdom 1,169 1,732 Other 2 266 $ 75,696 $ 89,902 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 18. Fair Value Measurements Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. When measuring fair value, the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair Value of Financial Instruments The Company’s significant financial instruments include long-term debt and interest rate swap agreements as of December 31, 2022 and January 1, 2022. Since there were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2022 and January 1, 2022, the fair value approximated a carrying value of $0 at both December 31, 2022 and January 1, 2022. The fair value of the Company’s Credit Facilities is determined by utilizing average bid prices on or near the end of each fiscal quarter (Level 2 input). As of December 31, 2022 and January 1, 2022, the fair value of the Company’s long-term debt was approximately $782,384 and $1,389,306, respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of $1,422,284 and $1,418,104, respectively. Derivative Financial Instruments The fair values for the Company’s derivative financial instruments are determined using observable current market information such as the prevailing LIBOR interest rate and LIBOR yield curve rates and include consideration of counterparty credit risk. See Note 19 for disclosures related to derivative financial instruments. The following table presents the aggregate fair value of the Company’s derivative financial instruments: Fair Value Measurements Using: Total Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap current asset at December 31, 2022 $ 11,748 $ — $ 11,748 $ — Interest rate swap noncurrent asset at December 31, 2022 $ 2,450 $ — $ 2,450 $ — Interest rate swap current liability at January 1, 2022 $ 14,670 $ — $ 14,670 $ — The Company did not have any transfers into or out of Levels 1 and 2 and did not maintain any assets or liabilities classified as Level 3 during the fiscal years ended December 31, 2022 and January 1, 2022. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | 19. Derivative Instruments and Hedging As of December 31, 2022 and January 1, 2022, the Company had in effect interest rate swaps with an aggregate notional amount totaling $500,000. On July 26, 2013, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap with an effective date of March 31, 2014 and a termination date of April 2, 2020. The initial notional amount of this swap was $1,500,000. During the term of this swap, the notional amount decreased from $1,500,000 effective March 31, 2014 to $1,250,000 on April 3, 2017 and to $1,000,000 on April 1, 2019. This interest rate swap effectively fixed the variable interest rate on the notional amount of this swap at 2.41%. This swap qualified for hedge accounting and, therefore, changes in the fair value of this swap were recorded in accumulated other comprehensive loss. On June 11, 2018, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap (the “2018 swap”) with an effective date of April 2, 2020 and a termination date of March 31, 2024. The initial notional amount of this swap was $500,000. During the term of this swap, the notional amount decreased from $500,000 effective April 2, 2020 to $250,000 on March 31, 2021. This interest rate swap effectively fixed the variable interest rate on the notional amount of this swap at 3.1005%. On June 7, 2019, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap (the “2019 swap”, and together with the 2018 swap, the “current swaps”) with an effective date of April 2, 2020 and a termination date of March 31, 2024. The notional amount of this swap is $250,000. This interest rate swap effectively fixed the variable interest rate on the notional amount of this swap at 1.901%. The current swaps qualify for hedge accounting and, therefore, changes in the fair value of the current swaps have been recorded in accumulated other comprehensive loss. As of December 31, 2022, the cumulative unrealized gain for qualifying hedges was reported as a component of accumulated other comprehensive loss in the amount of $10,723 ($14,146 before taxes). As of January 1, 2022, the cumulative unrealized loss for qualifying hedges was reported as a component of accumulated other comprehensive loss in the amount of $10,843 ($14,622 before taxes). The following table presents the aggregate fair value of the Company’s derivative financial instruments by balance sheet classification and location: Fair Value Balance Sheet Balance Sheet Location December 31, January 1, Assets: Interest rate swaps - current swaps Current asset Prepaid expenses and other current assets $ 11,748 $ — Interest rate swaps - current swaps Noncurrent asset Other noncurrent assets 2,450 — Total assets $ 14,198 $ — Liabilities: Interest rate swaps - current swaps Current liability Derivative payable $ — $ 14,670 Total liabilities $ — $ 14,670 The Company is hedging forecasted transactions for periods not exceeding the next two years. The Company expects approximately $9,890 ($13,194 before taxes) of net derivative gains included in accumulated other comprehensive loss at December 31, 2022, based on current market rates, will be reclassified into earnings within the next 12 months. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 20. Accumulated Ot h Amounts reclassified out of accumulated other comprehensive loss were as follows: Changes in Accumulated Other Comprehensive Loss by Component (1) Fiscal Year Ended December 31, 2022 (Loss) Gain Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at January 1, 2022 $ (10,843 ) $ (7,761 ) $ (18,604 ) Other comprehensive income (loss) before reclassifications, net of tax 19,250 (8,432 ) 10,818 Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 2,316 — 2,316 Net current period other comprehensive income (loss) $ 21,566 $ (8,432 ) $ 13,134 Ending balance at December 31, 2022 $ 10,723 $ (16,193 ) $ (5,470 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Fiscal Year Ended January 1, 2022 Loss on Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at January 2, 2021 $ (20,979 ) $ (4,170 ) $ (25,149 ) Other comprehensive income (loss) before reclassifications, net of tax 2,452 (3,591 ) (1,139 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 7,684 — 7,684 Net current period other comprehensive income (loss) $ 10,136 $ (3,591 ) $ 6,545 Ending balance at January 1, 2022 $ (10,843 ) $ (7,761 ) $ (18,604 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Fiscal Year Ended January 2, 2021 Loss on Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at December 28, 2019 $ (15,529 ) $ (11,823 ) $ (27,352 ) Other comprehensive (loss) income before reclassifications, net of tax (14,590 ) 7,555 (7,035 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 9,140 — 9,140 Net current period other comprehensive (loss) income including noncontrolling interest $ (5,450 ) $ 7,555 $ 2,105 Less: Net current period other comprehensive loss attributable to the noncontrolling interest — 98 98 Ending balance at January 2, 2021 $ (20,979 ) $ (4,170 ) $ (25,149 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Reclassifications out of Accumulated Other Comprehensive Loss (1) Fiscal Year Ended December 31, January 1, January 2, Details about Other Comprehensive Loss Components Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented Loss on Qualifying Hedges Interest rate contracts $ (3,090 ) $ (10,271 ) $ (12,218 ) Interest expense (3,090 ) (10,271 ) (12,218 ) (Loss) income before income taxes 774 2,587 3,078 (Benefit from) provision for income taxes $ (2,316 ) $ (7,684 ) $ (9,140 ) Net (loss) income (1) Amounts in parentheses indicate debits to profit/loss |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards Adopted in Current Year and Recently Issued Accounting Pronouncements | 3. Accounting Standards Adopted in Current Year In October 2021, the Financial Accounting Standards Board (the “FASB”) issued updated guidance to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (i) recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this update require an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The new guidance should be applied prospectively to business combinations occurring on or after its effective date. On January 2, 2022 early adopted no In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. 2021-01, Reference Rate Reform: Scope. 2020-04 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848 2020-04 adopted fourth quarter of fiscal 2022 no 21. Recently Issued Accounting Pronouncements The Company has determined that recently issued accounting pronouncements are not expected to have a material impact on its consolidated financial statements. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | 22. Related Party As previously disclosed, on October 18, 2015, the Company entered into the Strategic Collaboration Agreement with Oprah Winfrey, under which she would consult with the Company and participate in developing, planning, executing and enhancing the WW program and related initiatives, and provide it with services in her discretion to promote the Company and its programs, products and services for an initial term of five years (the “Initial Term”). As previously disclosed, on December 15, 2019, the Company entered into an amendment of the Strategic Collaboration Agreement with Ms. Winfrey, pursuant to which, among other things, the Initial Term of the Strategic Collaboration Agreement was extended until April 17, 2023 (with no additional successive renewal terms) after which a second term will commence and continue through the earlier of the date of the Company’s 2025 annual meeting of shareholders or May 31, 2025. Ms. Winfrey will continue to provide the above-described services during the remainder of the Initial Term and, during the second term, will provide certain consulting and other services to the Company. In consideration of Ms. Winfrey entering into the amendment to the Strategic Collaboration Agreement and the performance of her obligations thereunder, on December 15, 2019 the Company granted Ms. Winfrey a fully vested option to purchase 3,276 shares of the Company’s common stock (the “Winfrey Amendment Option”) which became exercisable on May 6, 2020, the date on which shareholder approval of such option was obtained. The amendment to the Strategic Collaboration Agreement became operative on May 6, 2020 when the Company’s shareholders approved the Winfrey Amendment Option. Based on the Black Scholes option pricing method as of May 6, 2020, the Company recorded $32,686 of compensation expense in the second quarter of fiscal 2020 for the Winfrey Amendment Option. The Company used a dividend yield of 0.0%, 63.68% volatility and a risk-free interest rate of 0.41%. Compensation expense was included as a component of selling, general and administrative expenses. In addition to the Strategic Collaboration Agreement, Ms. Winfrey and her related entities provided services to the Company totaling $861, $918 and $2,228 for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively, which services included advertising, production and related fees. Entities related to Ms. Winfrey were reimbursed for actual costs incurred in connection with the WW Presents: Oprah’s 2020 Vision The Company’s accounts payable to parties related to Ms. Winfrey at December 31, 2022 and January 1, 2022 was $0 and $120, respectively. During the fiscal year ended January 1, 2022, as permitted by the transfer provisions set forth in the previously disclosed Share Purchase Agreement, dated October 18, 2015, between the Company and Ms. Winfrey, as amended (the “Purchase Agreement”), and the previously disclosed Winfrey Option Agreement, dated October 18, 2015, between the Company and Ms. Winfrey (the “Initial Option Agreement”), Ms. Winfrey sold 1,542 of the shares she purchased under such purchase agreement and exercised a portion of her stock options granted in fiscal 2015 resulting in the sale of 581 shares issuable under such options, respectively. During the fiscal year ended January 2, 2021, as permitted by the transfer provisions set forth in the Purchase Agreement and the Initial Option Agreement, Ms. Winfrey sold 2,782 of the shares she purchased under such purchase agreement and exercised a portion of her stock options granted in fiscal 2015 resulting in the sale of 1,118 shares issuable under such options, respectively. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 23. Restructuring 2023 Plan As previously disclosed, in the fourth quarter of fiscal 2022, management reviewed the then-current global business operations of the Company as well as the different functions and systems supporting those operations and contrasted them with the Company’s strategic priorities and requirements for fiscal 2023 and beyond. Based on that review, in December 2022, the Company’s management resolved to centralize its global management of certain functions and systems, deprioritize and in some cases cease operations for certain non-strategic The Company has committed to a restructuring plan consisting of (i) an organizational restructuring and rationalization of certain functions and systems to centralize the Company’s management, align resources with strategic business lines and reduce costs associated with certain functions and systems (the “Organizational Restructuring”) and (ii) the continued rationalization of its real estate portfolio and resulting operating lease termination charges and the associated employment termination costs (the “Real Estate Restructuring,” and together with the Organizational Restructuring, the “2023 Plan”). In connection with the 2023 Plan, the Company anticipates recording restructuring charges which it currently estimates will range between $39,000 to $46,000 in the aggregate. For the fiscal year ended December 31, 2022, the Company recorded restructuring expenses totaling $13,608 ($10,201 after tax). The Organizational Restructuring has resulted and will result in the elimination of certain positions and the termination of employment for certain employees worldwide. In connection with the Organizational Restructuring, the Company anticipates recording charges of approximately $15,000 to $18,000 in the aggregate with respect to employee termination benefit costs, which are expected to consist primarily of general and administrative expenses. The majority of these charges were recorded in the fourth quarter of fiscal 2022 at the time management resolved to undertake the Organizational Restructuring. In connection with the Real Estate Restructuring, the Company anticipates recording charges of approximately $24,000 to $28,000 in the aggregate consisting of lease termination and other related costs, the majority of which will be recorded in the first six months of fiscal 2023. Substantially all of the costs arising from the 2023 Plan are expected to result in cash expenditures related to separation payments, other employee termination expenses and lease termination payments. The Company expects the 2023 Plan to be fully executed by the end of fiscal 2023. For the fiscal year ended December 31, 2022, the components of the Company’s restructuring expenses for the 2023 Plan were as follows: Fiscal Year Ended Employee termination benefit costs $ 13,608 Total restructuring expenses $ 13,608 For the fiscal year ended December 31, 2022, restructuring expenses for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 1,798 Selling, general and administrative expenses 11,810 Total restructuring expenses $ 13,608 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. The Company expects the employee termination benefit liability of $13,608 to be paid in full by the end of fiscal 2025. 2022 Plan As previously disclosed, in the second quarter of fiscal 2022, the Company committed to a restructuring plan consisting of (i) an organizational realignment to simplify the Company’s corporate structure and reduce associated costs (the “Organizational Realignment”) and (ii) a continued rationalization of its real estate portfolio resulting in the termination of certain of the Company’s operating leases (together with the Organizational Realignment, the “2022 Plan”). The Organizational Realignment has resulted in the elimination of certain positions and termination of employment for certain employees worldwide. For the fiscal year ended December 31, 2022, the Company recorded restructuring expenses totaling $27,181 ($20,375 after tax). Costs arising from the 2022 Plan related to separation payments, other employee termination expenses and lease termination and other related costs, except for lease impairment and accelerated depreciation and amortization related to leased locations, are expected to result in cash expenditures. For the fiscal year ended December 31, 2022, the components of the Company’s restructuring expenses for the 2022 Plan were as follows: Fiscal Year Ended Lease termination and other related costs $ 3,791 Employee termination benefit costs 19,170 Lease impairments 2,680 Other costs 1,540 Total restructuring expenses $ 27,181 See Note 4 for additional information in regard to the Company’s lease impairments for the fiscal year ended December 31, 2022. For the fiscal year ended December 31, 2022, restructuring expenses for the 2022 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 6,476 Selling, general and administrative expenses 20,705 Total restructuring expenses $ 27,181 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended December 31, 2022, the Company made payments of $1,877 towards the liability for the lease termination costs. For the fiscal year ended December 31, 2022, the Company made payments of $10,909 towards the liability for the employee termination benefit costs. The Company expects the remaining lease termination liability of $547 and the remaining employee termination benefit liability of $8,261 to be paid in full by the end of fiscal 2024. 2021 Plan As previously disclosed, in the first quarter of fiscal 2021, as the Company continued to evaluate its cost structure, anticipate consumer demand and focus on costs, the Company committed to a plan which has resulted in the termination of operating leases and elimination of certain positions worldwide. For the fiscal year ended January 1, 2022, the Company recorded restructuring expenses totaling $21,534 ($16,109 after tax). For the fiscal year ended January 1, 2022, the components of the Company’s restructuring expenses were as follows: Fiscal Year Ended Lease termination and other related costs $ 12,688 Employee termination benefit costs 8,846 Total restructuring expenses $ 21,534 For the fiscal year ended January 1, 2022, restructuring expenses were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 16,727 Selling, general and administrative expenses 4,807 Total restructuring expenses $ 21,534 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended January 1, 2022, the Company made payments of $7,640 towards the liability for the lease termination costs and decreased provision estimates by $3. For the fiscal year ended January 1, 2022, the Company made payments of $4,802 towards the liability for the employee termination benefit costs. For the fiscal year ended December 31, 2022, the Company made payments of $777 towards the liability for the lease termination costs, decreased provision estimates by $681 and incurred additional lease termination and other related costs of $119. For the fiscal year ended December 31, 2022, the Company made payments of $3,814 towards the liability for the employee termination benefit costs, increased provision estimates by $72 and incurred additional employee termination benefit costs of $148. As of December 31, 2022, there was no outstanding lease termination liability. The Company expects the remaining employee termination benefit liability of $450 to be paid in full by the end of fiscal 2023. 2020 Plan As previously disclosed, in the second quarter of fiscal 2020, in connection with its cost-savings initiative, and its continued response to the COVID-19 For the fiscal year ended January 2, 2021, the components of the Company’s restructuring expenses were as follows: Fiscal Year Ended Lease termination and other related costs $ 7,989 Employee termination benefit costs 25,103 Total restructuring expenses $ 33,092 For the fiscal year ended January 2, 2021, restructuring expenses were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 23,300 Selling, general and administrative expenses 9,792 Total restructuring expenses $ 33,092 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended January 2, 2021, the Company made payments of $645 towards the liability for the lease termination costs. For the fiscal year ended January 2, 2021, the Company made payments of $15,434 towards the liability for the employee termination benefit costs and increased provision estimates by $180. For the fiscal year ended January 1, 2022, the Company made payments of $4,649 towards the liability for the lease termination costs and decreased provision estimates by $470. For the fiscal year ended January 1, 2022, the Company made payments of $6,773 towards the liability for the employee termination benefit costs and decreased provision estimates by $1,136. For the fiscal year ended December 31, 2022, the Company made payments of $86 towards the liability for the lease termination costs and decreased provision estimates by $116. For the fiscal year ended December 31, 2022, the Company made payments of $1,202 towards the liability for the employee termination benefit costs and decreased provision estimates by $621. As of December 31, 2022, there was no outstanding lease termination liability. The Company expects the remaining employee termination benefit liability of $117 to be paid in full by the end of fiscal 2023. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | 24. Subsequent Event On March 4, 2023, the Company entered into a defin itiv |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | SCHEDULE II —V (IN THOUSANDS) Additions Balance at Charged to Charged Deductions (1) Balance at FISCAL YEAR ENDED DECEMBER 31, 2022 Allowance for credit losses $ 1,726 $ (460 ) $ — $ (290 ) $ 976 Inventory and other reserves $ 7,141 $ 6,796 $ — $ (7,469 ) $ 6,468 Tax valuation allowance $ 10,083 $ 27,871 $ (143 ) $ (1,993 ) $ 35,818 FISCAL YEAR ENDED JANUARY 1, 2022 Allowance for credit losses $ 2,298 $ (214 ) $ — $ (358 ) $ 1,726 Inventory and other reserves $ 10,239 $ 7,657 $ — $ (10,755 ) $ 7,141 Tax valuation allowance $ 7,190 $ 1,266 $ 4,437 $ (2,810 ) $ 10,083 FISCAL YEAR ENDED JANUARY 2, 2021 Allowance for credit losses $ 1,813 $ 411 $ — $ 74 $ 2,298 Inventory and other reserves $ 4,685 $ 16,425 $ — $ (10,871 ) $ 10,239 Tax valuation allowance $ 6,760 $ 792 $ 141 $ (503 ) $ 7,190 (1) Primarily represents the utilization of established reserves, net of recoveries, where applicable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on the Saturday closest to December 31 st 53-week |
Use of Estimates | Use of Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to inventories, the impairment analysis for goodwill and other indefinite-lived intangible assets, revenue, share-based compensation, income taxes, tax contingencies and litigation. The Company bases its estimates on historical experience and on various other factors and assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. While all available information has been considered, actual amounts could differ from these estimates. These assumptions and estimates may change as new events occur and additional information is obtained, and such future changes may have an adverse impact on the Company’s results of operations, financial position and liquidity. |
Translation of Foreign Currencies | Translation of Foreign Currencies For all foreign operations, the functional currency is the local currency. Assets and liabilities of these operations are translated into U.S. dollars using the exchange rate in effect at the end of each reporting period. Income statement accounts are translated at the average rate of exchange prevailing during each reporting period. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss. Foreign currency gains and losses arising from the translation of intercompany receivables and intercompany payables with the Company’s international subsidiaries are recorded as a component of other expense, net, unless the receivable or payable is considered long-term in nature, in which case the foreign currency gains and losses are recorded as a component of accumulated other comprehensive loss. |
Cash Equivalents | Cash Equivalents Cash and cash equivalents are defined as highly liquid investments with original maturities of three months or less. Cash balances may, at times, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions. Cash includes balances due from third-party credit card companies. |
Inventories | Inventories Inventories, which consist of finished goods, are stated at the lower of cost or net realizable value on a first-in, first-out |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. For financial reporting purposes, equipment is depreciated on the straight-line method over the estimated useful lives of the assets (3 to 10 years). Leasehold improvements are amortized on the straight-line method over the shorter of the term of the lease or the useful life of the related assets. Expenditures for new facilities and improvements that substantially extend the useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related depreciation are removed from the accounts and any related gains or losses are included in income. |
Impairment of Long Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. In fiscal 2022, fiscal 2021 and fiscal 2020, the Company recorded impairment charges of $17, $5 and $62, respectively, related to internal-use In fiscal 2022, fiscal 2021 and fiscal 2020, the Company recorded impairment charges of $758, $516 and $1,310, respectively, related to property, plant and equipment that were expected to be disposed of before the end of their estimated useful lives. In fiscal 2022, the Company recorded lease asset impairment charges of $2,680 in the aggregate. See Note 4 for further information on the Company’s leases. |
Franchise Rights Acquired and Goodwill | Franchise Rights Acquired Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year. Indefinite-lived franchise rights acquired are tested for potential impairment on at least an annual basis or more often if events so require. In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up In its hypothetical start-up Goodwill In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. The Company has determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The net book values of goodwill in the United States, Canada and other countries as of the December 31, 2022 balance sheet date were $104,019, $39,547 and $12,432, respectively, which represented 66.7%, 25.3% and 8.0%, respectively, of total goodwill as of December 31, 2022 of $155,998. The net book values of goodwill in the United States, Canada and other countries as of the January 1, 2022 balance sheet date were $105,121, $42,409 and $9,844, respectively, which represented 66.8%, 26.9% and 6.3%, respectively, of total goodwill as of January 1, 2022 of $157,374. In performing the impairment analysis for goodwill, for all of the Company’s reporting units, the Company estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. The Company utilized operating income as the basis for measuring its potential growth because it believes it is the best indicator of the performance of its business. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt. Indefinite-Lived Franchise Rights Acquired and Goodwill Impairment Tests The Company reviews indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, and goodwill for potential impairment on at least an annual basis or more often if events so require. The Company performed its annual fair value impairment testing as of May 8, 2022 and May 9, 2021, each the first day of fiscal May, on its indefinite-lived intangible assets and goodwill. In addition, based on triggering events, the Company performed an interim impairment test as of October 1, 2022 on certain of its indefinite-lived intangible assets for the third quarter of fiscal 2022 and an interim impairment test as of December 31, 2022 on its indefinite-lived intangible assets and goodwill for its Republic of Ireland reporting unit for the fourth quarter of fiscal 2022. See Note 7 for further information regarding the results of the franchise rights acquired and goodwill annual impairment tests, the franchise rights acquired interim impairment test for the third quarter of fiscal 2022 and the franchise rights acquired and goodwill interim impairment tests for the fourth quarter of fiscal 2022. |
Other Intangible Assets | Other Intangible Assets Other finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives of 3 to 20 years. The Company expenses all software costs incurred during the preliminary project stage and capitalizes all internal and external direct costs of materials and services consumed in developing software once the development has reached the application development stage. Application development stage costs generally include software configuration, coding, installation to hardware and testing. These costs are amortized over their estimated useful life of 3 years for website development costs and from 3 to 5 years for all other software costs. All costs incurred for upgrades, maintenance and enhancements, including the cost of website content, which do not result in additional functionality, are expensed as incurred. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised services or goods is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services or goods. The Company earns revenue from subscriptions for its digital products and by conducting workshops, for which it charges a fee, predominantly through commitment plans, as well as prepayment plans or the “pay-as-you-go” e-commerce Commitment plan revenues and prepaid workshop fees are recorded to revenue on a straight-line basis as control is transferred since these performance obligations are satisfied over time. “Digital Subscription Revenues,” consisting of the fees associated with subscriptions for the Company’s Digital products, including Personal Coaching + Digital and Digital 360 (as applicable), are recognized on a straight-line basis as control is transferred since these performance obligations are satisfied over time. One-time sign-up non-refundable e-commerce “pay-as-you-go” The Company grants refunds in aggregate amounts that historically have not been material. Because the period of payment of the refund generally approximates the period revenue was originally recognized, refunds are recorded as a reduction of revenue over the same period. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company expenses sales commissions when incurred (amortization period would have been one year or less) and these expenses are recorded within selling, general and administrative expenses. The Company treats shipping and handling fees as fulfillment costs and not as a separate performance obligation, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of product sales and other for amounts paid to applicable carriers. Sales tax, value-added tax and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. |
Advertising Costs | Advertising Costs Advertising costs consist primarily of broadcast and digital media. All costs related to advertising are expensed in the period incurred, except for media production-related costs, which are expensed the first time the advertising takes place. Total advertising expenses for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 were $238,978, $252,754 and $248,473, respectively. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities result primarily from temporary differences between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which differences are expected to reverse. If it is more-likely-than-not The Company recognizes a benefit for uncertain tax positions when a tax position taken or expected to be taken in a tax return is more-likely-than-not In addition, assets and liabilities acquired in purchase business combinations are assigned their fair values and deferred taxes are provided for lower or higher tax bases. |
Derivative Instruments and Hedging | Derivative Instruments and Hedging The Company is exposed to certain risks related to its ongoing business operations, primarily interest rate risk and foreign currency risk. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. The Company does not use any derivative instruments for trading or speculative purposes. The Company recognizes the fair value of all derivative instruments as either assets or liabilities on the balance sheet. The Company has designated and accounted for interest rate swaps as cash flow hedges of its variable-rate borrowings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the periods during which the hedged transactions affect earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The fair value of the Company’s interest rate swaps is reported as a component of accumulated other comprehensive loss on its balance sheet. See Note 18 for a further discussion regarding the fair value of the Company’s interest rate swaps. The net effect of the interest payable and receivable under the Company’s effective interest rate swap is included in interest expense on its consolidated statements of operations. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of fees paid by the Company as part of the establishment, exchange and/or modification of the Company’s long-term debt. Amortization expense for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $5,018, $6,136 and $8,845, respectively. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Assets and Lease Liabilities | At December 31, 2022 and January 1, 2022, the Company’s lease assets and lease liabilities were as follows: December 31, January 1, Assets: Operating lease assets $ 75,696 $ 89,902 Finance lease 54 127 Total leased assets $ 75,750 $ 90,029 Liabilities: Current Operating $ 17,955 $ 20,297 Finance 31 75 Noncurrent Operating 68,099 78,157 Finance 7 29 Total lease liabilities $ 86,092 $ 98,558 |
Schedule of Components of Lease Expense | For the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021, the components of the Company’s lease expense were as follows: Fiscal Year Ended December 31, January 1, January 2, Operating lease cost: Fixed lease cost $ 33,227 $ 37,688 $ 48,674 Lease termination cost 2,726 8,542 6,109 Variable lease cost 27 21 (30 ) Total operating lease cost $ 35,980 $ 46,251 $ 54,753 Finance lease cost: Amortization of leased assets $ 112 $ 151 $ 192 Interest on lease liabilities 6 8 12 Total finance lease cost $ 118 $ 159 $ 204 Total lease cost $ 36,098 $ 46,410 $ 54,957 |
Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates | At December 31, 2022 and January 1, 2022, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: December 31, January 1, Weighted Average Remaining Lease Term (years) Operating leases 6.90 7.29 Finance leases 1.00 1.54 Weighted Average Discount Rate Operating leases 7.03 7.15 Finance leases 3.52 5.31 |
Schedule of Maturity of Lease Liabilities | At December 31, 2022, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows: Operating Leases Finance Leases Total Fiscal 2023 $ 23,395 $ 32 $ 23,427 Fiscal 2024 18,869 7 18,876 Fiscal 2025 13,116 — 13,116 Fiscal 2026 9,791 — 9,791 Fiscal 2027 9,446 — 9,446 Thereafter 36,114 — 36,114 Total lease payments $ 110,731 $ 39 $ 110,770 Less imputed interest 24,677 1 24,678 Present value of lease liabilities $ 86,054 $ 38 $ 86,092 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the fiscal years ended December 31, 2022, January 1, 2022 and January 2, 2021 were as follows: Fiscal Year Ended December 31, January 1, January 2, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 31,580 $ 39,747 $ 49,043 Operating cash flows from finance leases $ 6 $ 8 $ 12 Financing cash flows from finance leases $ 112 $ 151 $ 192 Leased assets obtained in exchange for new operating lease liabilities $ 13,297 $ 1,057 $ 5,113 Leased assets obtained in exchange for new finance lease liabilities $ 49 $ 81 $ 132 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source: Fiscal Year Ended December 31, January 1, January 2, Digital Subscription Revenues $ 662,668 $ 788,173 $ 743,060 Workshops + Digital Fees 256,387 274,866 443,429 Subscription Revenues, net $ 919,055 $ 1,063,039 $ 1,186,489 Product sales and other, net 121,801 149,424 191,635 Revenues, net $ 1,040,856 $ 1,212,463 $ 1,378,124 |
Schedule of Revenues Disaggregated by Revenue Source and Segment | The following tables present the Company’s revenues disaggregated by revenue source and segment: Fiscal Year Ended December 31, 2022 North America International Total Digital Subscription Revenues $ 436,148 $ 226,520 $ 662,668 Workshops + Digital Fees 204,115 52,272 256,387 Subscription Revenues, net $ 640,263 $ 278,792 $ 919,055 Product sales and other, net 88,116 33,685 121,801 Revenues, net $ 728,379 $ 312,477 $ 1,040,856 Fiscal Year Ended January 1, 2022 North America International Total Digital Subscription Revenues $ 504,152 $ 284,021 $ 788,173 Workshops + Digital Fees 210,076 64,790 274,866 Subscription Revenues, net $ 714,228 $ 348,811 $ 1,063,039 Product sales and other, net 102,190 47,234 149,424 Revenues, net $ 816,418 $ 396,045 $ 1,212,463 Fiscal Year Ended January 2, 2021 North America International Total Digital Subscription Revenues $ 484,471 $ 258,589 $ 743,060 Workshops + Digital Fees 329,886 113,543 443,429 Subscription Revenues, net $ 814,357 $ 372,132 $ 1,186,489 Product sales and other, net 131,950 59,685 191,635 Revenues, net $ 946,307 $ 431,817 $ 1,378,124 |
Schedule of Deferred Revenues | The opening and ending balances of the Company’s deferred revenues were as follows: Deferred Deferred Revenue-Long Term Balance as of January 2, 2021 $ 50,475 $ 44 Net decrease during the period (4,620 ) (16 ) Balance as of January 1, 2022 $ 45,855 $ 28 Net (decrease) increase during the period (13,699 ) 332 Balance as of December 31, 2022 $ 32,156 $ 360 |
Franchise Rights Acquired, Go_2
Franchise Rights Acquired, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in Carrying Amount of Goodwill | For the fiscal year ended December 31, 2022, the change in the carrying amount of goodwill was due to the Republic of Ireland franchisee and Northern Ireland franchisee acquisitions as described in Note 6, the impairments of the Republic of Ireland reporting unit and the Company’s wholly-owned subsidiary Kurbo, Inc. (“Kurbo”) as discussed below and the effect of exchange rate changes as follows: North America International Total Balance as of January 2, 2021 $ 145,071 $ 10,546 $ 155,617 Goodwill acquired during the period 2,153 — 2,153 Effect of exchange rate changes 306 (702 ) (396 ) Balance as of January 1, 2022 $ 147,530 $ 9,844 $ 157,374 Goodwill acquired during the period — 5,936 5,936 Goodwill impairment (1,101 ) (2,023 ) (3,124 ) Effect of exchange rate changes (2,862 ) (1,326 ) (4,188 ) Balance as of December 31, 2022 $ 143,567 $ 12,431 $ 155,998 |
Schedule of Assumptions Utilized in Annual Impairment Analysis | The following are the more significant assumptions utilized in the Company’s annual impairment analyses for fiscal 2022 and fiscal 2021: Fiscal 2022 Fiscal 2021 Debt-Free Cumulative Annual Cash Flow Growth Rate 1.2% to 20.6% 0.2% to 2.6% Discount Rate 9.6% 8.5% |
Schedule of Carrying Values of Finite-lived Intangible Assets | The carrying values of finite-lived intangible assets as of December 31, 2022 and January 1, 2022 were as follows: December 31, 2022 January 1, 2022 Gross Accumulated Gross Accumulated Capitalized software costs $ 107,229 $ 94,375 $ 115,065 $ 94,771 Website development costs 133,818 91,482 110,678 78,629 Trademarks 12,162 11,882 12,116 11,677 Other 13,961 6,125 14,021 5,677 Trademarks and other intangible assets $ 267,170 $ 203,864 $ 251,880 $ 190,754 Franchise rights acquired 8,164 5,101 7,905 4,766 Total finite-lived intangible assets $ 275,334 $ 208,965 $ 259,785 $ 195,520 |
Schedule of Estimated Amortization Expense of Finite-lived Intangible Assets | Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter was as follows: Fiscal 2023 $ 29,816 Fiscal 2024 $ 19,599 Fiscal 2025 $ 8,189 Fiscal 2026 $ 871 Fiscal 2027 $ 723 Thereafter $ 7,171 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The carrying values of property and equipment as of December 31, 2022 and January 1, 2022 were as follows: December 31, 2022 January 1, 2022 Equipment $ 55,303 $ 71,436 Leasehold improvements 66,860 72,235 $ 122,163 $ 143,671 Less: Accumulated depreciation and amortization (93,934 ) (106,452 ) $ 28,229 $ 37,219 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | The components of the Company’s long-term debt were as follows: December 31, 2022 January 1, 2022 Principal Balance Unamortized Deferred Financing Costs Unamortized Debt Discount Effective Rate (1) Principal Balance Unamortized Deferred Financing Costs Unamortized Debt Discount Effective Rate (1) Revolving Credit Facility due April 13, 2026 $ — $ — $ — 0.00 % $ — $ — $ — 2.61 % Term Loan Facility due April 13, 2028 945,000 5,821 12,064 5.85 % 945,000 6,930 14,362 4.48 % Senior Secured Notes due April 15, 2029 500,000 4,831 — 4.70 % 500,000 5,604 — 4.70 % Total $ 1,445,000 $ 10,652 $ 12,064 5.45 % $ 1,445,000 $ 12,534 $ 14,362 5.15 % Less: Current portion — — Unamortized deferred financing costs 10,652 12,534 Unamortized debt discount 12,064 14,362 Total long-term debt $ 1,422,284 $ 1,418,104 (1) Includes amortization of deferred financing costs and debt discount. |
Schedule of Maturities of Long-term Debt | At December 31, 2022, the aggregate amounts of the Company’s existing long-term debt maturing in each of the next five fiscal years and thereafter were as follows: Fiscal 2023 $ — Fiscal 2024 — Fiscal 2025 — Fiscal 2026 — Fiscal 2027 10,000 Thereafter 1,435,000 $ 1,445,000 |
Per Share Data (Tables)
Per Share Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Net Loss) Earnings Per Share Data | The following table sets forth the computation of basic and diluted (net loss) earnings per share data for the fiscal years ended: Fiscal Year Ended December 31, 2022 January 1, 2022 January 2, 2021 Numerator: Net (loss) income attributable to WW International, Inc. $ (251,403 ) $ 66,892 $ 75,079 Denominator: Weighted average shares of common stock outstanding 70,321 69,640 67,849 Effect of dilutive common stock equivalents — 1,104 2,171 Weighted average diluted common shares outstanding 70,321 70,744 70,020 (Net loss) earnings per share attributable to WW International, Inc. Basic $ (3.58 ) $ 0.96 $ 1.11 Diluted $ (3.58 ) $ 0.95 $ 1.07 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each of these option awards is estimated on the date of grant using the Black-Scholes option pricing model with the weighted average assumptions noted in the following table. Expected volatility is December 31, January 1, January 2, 2021 Dividend yield 0.0% 0.0% 0.0% Volatility 57.0% - 57.1% 56.7% 56.5% - 56.7% Risk-free interest rate 2.36% - 2.86% 1.13% 0.45% - 0.52% Expected term (years) 6.0 - 7.0 6.5 5.9 - 6.5 |
Schedule of Share-based Compensation, Stock Options Activity | A summary of all option activity under the Stock Plans and with respect to the Inducement Option and the Initial Option Agreement (as defined below) for the fiscal year ended December 31, 2022 is presented below. Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2022 5,706 $ 36.13 Granted 2,227 $ 22.75 Exercised — $ — Cancelled (529 ) $ 20.36 Outstanding at December 31, 2022 7,404 $ 33.23 4.0 $ — Exercisable at December 31, 2022 5,144 $ 37.31 2.5 $ — , |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of RSU activity under the Stock Plans for the fiscal year ended December 31, 2022 is presented below. Shares Weighted-Average Outstanding at January 1, 2022 1,595 $ 21.99 Granted 2,221 $ 6.69 Vested (655 ) $ 22.25 Forfeited (750 ) $ 17.90 Outstanding at December 31, 2022 2,411 $ 9.09 |
Schedule of Share-based Compensation, Performance Stock Units Award Activity | A summary of PSU activity under the 2014 Plan for the fiscal year ended December 31, 2022 is presented below. Shares Weighted-Average Outstanding at January 1, 2022 201 $ 18.94 Granted — $ — Vested — $ — Forfeited (201 ) $ 18.94 Outstanding at December 31, 2022 — $ — |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of the Company’s consolidated income before income taxes consist of the following: Fiscal Year Ended December 31, January 1, January 2, Domestic $ (375,689 ) $ (27,763 ) $ (10,467 ) Foreign 9,907 104,428 102,970 $ (365,782 ) $ 76,665 $ 92,503 |
Schedule of Components of Income Tax Expense (Benefit) | The following tables summarize the Company’s consolidated (benefit) provision for U.S. federal, state and foreign taxes on income: Fiscal Year Ended December 31, January 1, January 2, Current: U.S. federal $ 13,147 $ 38 $ (14,052 ) State 3,446 1,055 4,421 Foreign 20,022 24,245 28,533 $ 36,615 $ 25,338 $ 18,902 Deferred: U.S. federal $ (114,727 ) $ (8,510 ) $ 94 State (24,262 ) (9,589 ) (2,835 ) Foreign (12,005 ) 2,534 1,301 $ (150,994 ) $ (15,565 ) $ (1,440 ) Total tax (benefit) provision $ (114,379 ) $ 9,773 $ 17,462 |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate is as follows: Fiscal Year Ended December 31, January 1, January 2, U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal benefit) 3.8 % (1.8 %) 1.0 % Research and development credit 0.4 % (1.8 %) (2.2 %) Tax windfall/shortfall on share-based awards (0.5 %) (4.6 %) (4.3 %) Reserves for uncertain tax positions 0.0 % 0.2 % 0.9 % Tax rate changes 0.3 % (8.2 %) (1.2 %) Executive compensation limitation (0.2 %) 1.8 % 1.2 % GILTI 0.0 % 0.0 % (8.2 %) FDII 1.2 % 0.0 % (1.5 %) Change in valuation allowance (7.1 %) (2.0 %) 0.0 % Out-of-period 0.6 % 0.0 % 2.5 % Impact of foreign operations (1.6 %) 9.0 % 8.7 % Reversal of certain deferred tax liabilities 13.2 % 0.0 % 0.0 % Other 0.2 % (0.9 %) 1.0 % Total effective tax rate 31.3 % 12.7 % 18.9 % |
Schedule of Deferred Tax Assets and Liabilities | The deferred tax assets and liabilities recorded on the Company’s consolidated balance sheets are as follows: December 31, January 1, Interest expense disallowance $ 54,259 $ 44,598 Operating lease liabilities 20,842 22,901 Operating loss carryforwards 10,102 14,172 Provision for estimated expenses 2,734 2,128 Salaries and wages 10,280 2,710 Share-based compensation 15,190 15,707 Other comprehensive income 1,841 6,306 Other 3,695 5,927 Less: valuation allowance (35,818 ) (10,083 ) Total deferred tax assets $ 83,125 $ 104,366 Goodwill and intangible assets $ (51,841 ) $ (224,548 ) Operating lease assets (18,228 ) (20,794 ) Depreciation (13,498 ) (4,044 ) Prepaid expenses (431 ) (1,433 ) Total deferred tax liabilities $ (83,998 ) $ (250,819 ) Net deferred tax liabilities $ (873 ) $ (146,453 ) |
Schedule of Unrecognized Tax Benefit Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Fiscal Year Ended December 31, January 1, January 2, Balance at beginning of year $ 1,055 $ 851 $ 206 Increases related to tax positions taken in current year 145 196 — Increases related to tax positions taken in prior years 8 260 605 Reductions related to tax positions taken in prior years (95 ) (199 ) — Reductions related to settlements with tax authorities (273 ) — — Reductions related to lapse of statutes of limitations (206 ) — — Effects of foreign currency translation (23 ) (53 ) 40 Balance at end of year $ 611 $ 1,055 $ 851 |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Fiscal Year Ended December 31, January 1, January 2, Net cash paid during the year for: Interest expense $ 76,216 $ 79,374 $ 137,163 Income taxes (1) $ 25,815 $ 41,377 $ 24,609 Noncash investing and financing activities were as follows: Fair value of net assets acquired in connection with acquisitions $ 240 $ 20,032 $ 9,677 Capital expenditures and capitalized software included in accounts payable and accrued expenses $ 1,466 $ 1,835 $ 3,497 (1) Fiscal 2022, fiscal 2021 and fiscal 2020 include tax refunds received of $ 5,109 , $ 1,077 and $ 6,936 , respectively. |
Segment and Geographic Data (Ta
Segment and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Information About Reportable Segments | Information about the Company’s reportable segments is as follows: Total Revenues, net for the Fiscal Year Ended December 31, January 1, January 2, North America $ 728,379 $ 816,418 $ 946,307 International 312,477 396,045 431,817 Total revenues, net $ 1,040,856 $ 1,212,463 $ 1,378,124 Net (Loss) Income for the Fiscal Year Ended December 31, January 1, January 2, Segment operating (loss) income: North America $ (218,997 ) $ 218,257 $ 271,123 International 83,330 130,622 136,337 Total segment operating (loss) income $ (135,667 ) $ 348,879 $ 407,460 General corporate expenses 147,283 152,595 191,298 Interest expense 81,141 87,909 123,310 Other expense, net 1,691 1,358 349 Early extinguishment of debt — 30,352 — (Benefit from) provision for income taxes (114,379 ) 9,773 17,462 Net (loss) income $ (251,403 ) $ 66,892 $ 75,041 Net loss attributable to the noncontrolling interest — — 38 Net (loss) income attributable to WW International, Inc. $ (251,403 ) $ 66,892 $ 75,079 Depreciation and Amortization for the Fiscal Year Ended December 31, January 1, January 2, North America $ 32,521 $ 39,270 $ 39,740 International 1,660 2,671 3,002 Total segment depreciation and amortization $ 34,181 $ 41,941 $ 42,742 General corporate depreciation and amortization 14,638 12,745 16,780 Depreciation and amortization $ 48,819 $ 54,686 $ 59,522 |
Information About Sources of Revenue, Long-Lived Assets and Operating Lease Assets by Geographic Area | The following tables present information about the Company’s revenue and other information by geographic area. There were no material amounts of sales or transfers among geographic areas and no material amounts of U.S. export sales. Total Revenues, net for the Fiscal Year Ended December 31, January 1, January 2, United States $ 683,449 $ 761,358 $ 885,152 Canada 44,930 55,060 61,155 Continental Europe 239,129 297,910 313,380 United Kingdom 47,995 65,820 84,387 Other 25,353 32,315 34,050 $ 1,040,856 $ 1,212,463 $ 1,378,124 Long-Lived Assets (1) December 31, 2022 January 1, 2022 United States $ 24,417 $ 31,566 Canada 2,412 3,198 Continental Europe 907 1,111 United Kingdom 303 1,002 Other 190 342 $ 28,229 $ 37,219 (1) Amounts include finance lease assets Operating Lease Assets December 31, 2022 January 1, 2022 United States $ 68,062 $ 80,609 Canada 4,159 5,079 Continental Europe 2,304 2,216 United Kingdom 1,169 1,732 Other 2 266 $ 75,696 $ 89,902 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Aggregate Fair Value of Derivative Financial Instruments | The following table presents the aggregate fair value of the Company’s derivative financial instruments: Fair Value Measurements Using: Total Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap current asset at December 31, 2022 $ 11,748 $ — $ 11,748 $ — Interest rate swap noncurrent asset at December 31, 2022 $ 2,450 $ — $ 2,450 $ — Interest rate swap current liability at January 1, 2022 $ 14,670 $ — $ 14,670 $ — |
Derivative Instruments and He_2
Derivative Instruments and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Aggregate Fair Value of Derivative Financial Instruments by Balance Sheet Classification and Location | The following table presents the aggregate fair value of the Company’s derivative financial instruments by balance sheet classification and location: Fair Value Balance Sheet Balance Sheet Location December 31, January 1, Assets: Interest rate swaps - current swaps Current asset Prepaid expenses and other current assets $ 11,748 $ — Interest rate swaps - current swaps Noncurrent asset Other noncurrent assets 2,450 — Total assets $ 14,198 $ — Liabilities: Interest rate swaps - current swaps Current liability Derivative payable $ — $ 14,670 Total liabilities $ — $ 14,670 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | Amounts reclassified out of accumulated other comprehensive loss were as follows: Changes in Accumulated Other Comprehensive Loss by Component (1) Fiscal Year Ended December 31, 2022 (Loss) Gain Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at January 1, 2022 $ (10,843 ) $ (7,761 ) $ (18,604 ) Other comprehensive income (loss) before reclassifications, net of tax 19,250 (8,432 ) 10,818 Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 2,316 — 2,316 Net current period other comprehensive income (loss) $ 21,566 $ (8,432 ) $ 13,134 Ending balance at December 31, 2022 $ 10,723 $ (16,193 ) $ (5,470 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Fiscal Year Ended January 1, 2022 Loss on Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at January 2, 2021 $ (20,979 ) $ (4,170 ) $ (25,149 ) Other comprehensive income (loss) before reclassifications, net of tax 2,452 (3,591 ) (1,139 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 7,684 — 7,684 Net current period other comprehensive income (loss) $ 10,136 $ (3,591 ) $ 6,545 Ending balance at January 1, 2022 $ (10,843 ) $ (7,761 ) $ (18,604 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Fiscal Year Ended January 2, 2021 Loss on Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at December 28, 2019 $ (15,529 ) $ (11,823 ) $ (27,352 ) Other comprehensive (loss) income before reclassifications, net of tax (14,590 ) 7,555 (7,035 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 9,140 — 9,140 Net current period other comprehensive (loss) income including noncontrolling interest $ (5,450 ) $ 7,555 $ 2,105 Less: Net current period other comprehensive loss attributable to the noncontrolling interest — 98 98 Ending balance at January 2, 2021 $ (20,979 ) $ (4,170 ) $ (25,149 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications |
Reclassifications out of Accumulated Other Comprehensive Loss | Reclassifications out of Accumulated Other Comprehensive Loss (1) Fiscal Year Ended December 31, January 1, January 2, Details about Other Comprehensive Loss Components Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented Loss on Qualifying Hedges Interest rate contracts $ (3,090 ) $ (10,271 ) $ (12,218 ) Interest expense (3,090 ) (10,271 ) (12,218 ) (Loss) income before income taxes 774 2,587 3,078 (Benefit from) provision for income taxes $ (2,316 ) $ (7,684 ) $ (9,140 ) Net (loss) income (1) Amounts in parentheses indicate debits to profit/loss |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Components of Restructuring Expenses | For the fiscal year ended December 31, 2022, the components of the Company’s restructuring expenses for the 2023 Plan were as follows: Fiscal Year Ended Employee termination benefit costs $ 13,608 Total restructuring expenses $ 13,608 For the fiscal year ended December 31, 2022, restructuring expenses for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 1,798 Selling, general and administrative expenses 11,810 Total restructuring expenses $ 13,608 Fiscal Year Ended Lease termination and other related costs $ 3,791 Employee termination benefit costs 19,170 Lease impairments 2,680 Other costs 1,540 Total restructuring expenses $ 27,181 See Note 4 for additional information in regard to the Company’s lease impairments for the fiscal year ended December 31, 2022. For the fiscal year ended December 31, 2022, restructuring expenses for the 2022 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 6,476 Selling, general and administrative expenses 20,705 Total restructuring expenses $ 27,181 For the fiscal year ended January 1, 2022, the components of the Company’s restructuring expenses were as follows: Fiscal Year Ended Lease termination and other related costs $ 12,688 Employee termination benefit costs 8,846 Total restructuring expenses $ 21,534 For the fiscal year ended January 1, 2022, restructuring expenses were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 16,727 Selling, general and administrative expenses 4,807 Total restructuring expenses $ 21,534 For the fiscal year ended January 2, 2021, the components of the Company’s restructuring expenses were as follows: Fiscal Year Ended Lease termination and other related costs $ 7,989 Employee termination benefit costs 25,103 Total restructuring expenses $ 33,092 For the fiscal year ended January 2, 2021, restructuring expenses were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended Cost of revenues $ 23,300 Selling, general and administrative expenses 9,792 Total restructuring expenses $ 33,092 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jul. 02, 2022 | Jan. 02, 2021 | Dec. 31, 2022 | Jan. 02, 2021 | |
Income Tax Expense (Benefit) | ||||
Business Acquisition [Line Items] | ||||
Amount of error being corrected | $ (2,150) | $ 2,278 | $ (2,150) | $ 2,278 |
Vigilantes do Peso Marketing Ltda | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of remaining interest | 20% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Oct. 01, 2022 | Jul. 02, 2022 | |
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Lease asset impairment charge | $ 2,680 | ||||
Net book value of franchise rights acquired | $ 383,683 | $ 782,056 | |||
Franchise right maturity period | 7 years | ||||
Net book value of goodwill | $ 155,998 | 157,374 | $ 155,617 | ||
Revenue, practical expedient, remaining performance obligation, description | contracts with an original expected length of one year or less. | ||||
Revenue, remaining performance obligation, optional exemption, performance obligation | true | ||||
Advertising expenses | $ 238,978 | 252,754 | 248,473 | ||
Deferred financing costs, amortization expense | $ 5,018 | 6,136 | 8,845 | ||
Minimum | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Equipment, estimated useful life (in years) | 3 years | ||||
Finite-lived intangible assets, estimated useful life (in years) | 3 years | ||||
Maximum | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Equipment, estimated useful life (in years) | 10 years | ||||
Finite-lived intangible assets, estimated useful life (in years) | 20 years | ||||
Property, Plant and Equipment | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Long-lived assets, impairment charges | $ 758 | 516 | 1,310 | ||
Internal-Use Computer Software | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Long-lived assets, impairment charges | $ 17 | 5 | $ 62 | ||
Franchise Rights Acquired | Maximum | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Finite-lived intangible assets, estimated useful life (in years) | 1 year | ||||
Website development costs | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Finite-lived intangible assets, estimated useful life (in years) | 3 years | ||||
Other Capitalized Software Costs | Minimum | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Finite-lived intangible assets, estimated useful life (in years) | 3 years | ||||
Other Capitalized Software Costs | Maximum | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Finite-lived intangible assets, estimated useful life (in years) | 5 years | ||||
United States | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of goodwill | $ 104,019 | $ 105,121 | |||
Percentage of goodwill | 66.70% | 66.80% | |||
United States | Franchise Rights Acquired | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of franchise rights acquired | $ 374,353 | $ 698,383 | $ 400,092 | $ 698,383 | |
Percentage of franchise rights acquired | 97.60% | 89.30% | 91.50% | 92.70% | |
Canada | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of goodwill | $ 39,547 | $ 42,409 | |||
Percentage of goodwill | 25.30% | 26.90% | |||
Canada | Franchise Rights Acquired | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of franchise rights acquired | $ 60,117 | $ 19,342 | $ 34,556 | ||
Percentage of franchise rights acquired | 7.70% | 4.40% | 4.60% | ||
United Kingdom | Franchise Rights Acquired | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of franchise rights acquired | $ 2,666 | $ 12,187 | |||
Percentage of franchise rights acquired | 0.70% | 1.60% | |||
Australia | Franchise Rights Acquired | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of franchise rights acquired | $ 4,232 | $ 6,529 | |||
Percentage of franchise rights acquired | 1.10% | 0.80% | |||
New Zealand | Franchise Rights Acquired | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of franchise rights acquired | $ 2,432 | $ 4,840 | $ 2,141 | $ 3,574 | |
Percentage of franchise rights acquired | 0.60% | 0.60% | 0.50% | 0.50% | |
Other Countries | |||||
Organization And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Net book value of goodwill | $ 12,432 | $ 9,844 | |||
Percentage of goodwill | 8% | 6.30% |
Accounting Standards Adopted _2
Accounting Standards Adopted in Current Year - Additional Information (Detail) | Dec. 31, 2022 |
ASU 2021-08 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 02, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2020-04 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Dec. 31, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Assets: | ||
Operating lease assets | $ 75,696 | $ 89,902 |
Finance lease assets | $ 54 | $ 127 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Total leased assets | $ 75,750 | $ 90,029 |
Current | ||
Operating | 17,955 | 20,297 |
Finance | $ 31 | $ 75 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current |
Noncurrent | ||
Operating | $ 68,099 | $ 78,157 |
Finance | 7 | 29 |
Total lease liabilities | $ 86,092 | $ 98,558 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Operating lease cost: | |||
Fixed lease cost | $ 33,227 | $ 37,688 | $ 48,674 |
Lease termination cost | 2,726 | 8,542 | 6,109 |
Variable lease cost | 27 | 21 | (30) |
Total operating lease cost | 35,980 | 46,251 | 54,753 |
Finance lease cost: | |||
Amortization of leased assets | 112 | 151 | 192 |
Interest on lease liabilities | 6 | 8 | 12 |
Total finance lease cost | 118 | 159 | 204 |
Total lease cost | $ 36,098 | $ 46,410 | $ 54,957 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates (Detail) | Dec. 31, 2022 | Jan. 01, 2022 |
Weighted Average Remaining Lease Term (years) | ||
Operating leases | 6 years 10 months 24 days | 7 years 3 months 14 days |
Finance leases | 1 year | 1 year 6 months 14 days |
Weighted Average Discount Rate | ||
Operating leases | 7.03% | 7.15% |
Finance leases | 3.52% | 5.31% |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessee Lease Description [Line Items] | |
Lease weighted average remaining lease term | 6 years 10 months 24 days |
Lease asset impairment charge | $ 2,680 |
Selling, General and Administrative Expenses | |
Lessee Lease Description [Line Items] | |
Lease asset impairment charge | $ 2,680 |
Minimum | |
Lessee Lease Description [Line Items] | |
Leases, remaining lease term | 0 years |
Maximum | |
Lessee Lease Description [Line Items] | |
Leases, remaining lease term | 10 years |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
Fiscal 2023 | $ 23,395 |
Fiscal 2024 | 18,869 |
Fiscal 2025 | 13,116 |
Fiscal 2026 | 9,791 |
Fiscal 2027 | 9,446 |
Thereafter | 36,114 |
Total lease payments | 110,731 |
Less imputed interest | 24,677 |
Present value of lease liabilities | 86,054 |
Finance Leases | |
Fiscal 2023 | 32 |
Fiscal 2024 | 7 |
Total lease payments | 39 |
Less imputed interest | 1 |
Present value of lease liabilities | 38 |
Total | |
Fiscal 2023 | 23,427 |
Fiscal 2024 | 18,876 |
Fiscal 2025 | 13,116 |
Fiscal 2026 | 9,791 |
Fiscal 2027 | 9,446 |
Thereafter | 36,114 |
Total lease payments | 110,770 |
Less imputed interest | 24,678 |
Present value of lease liabilities | $ 86,092 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 31,580 | $ 39,747 | $ 49,043 |
Operating cash flows from finance leases | 6 | 8 | 12 |
Financing cash flows from finance leases | 112 | 151 | 192 |
Leased assets obtained in exchange for new operating lease liabilities | 13,297 | 1,057 | 5,113 |
Leased assets obtained in exchange for new finance lease liabilities | $ 49 | $ 81 | $ 132 |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues Disaggregated by Revenue Source (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | $ 1,040,856 | $ 1,212,463 | $ 1,378,124 |
Digital Subscription Revenues | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 662,668 | 788,173 | 743,060 |
Workshops + Digital Fees | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 256,387 | 274,866 | 443,429 |
Subscription Revenues, net | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 919,055 | 1,063,039 | 1,186,489 |
Product sales and other, net | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | $ 121,801 | $ 149,424 | $ 191,635 |
Revenue - Schedule of Revenue_2
Revenue - Schedule of Revenues Disaggregated by Revenue Source and Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | $ 1,040,856 | $ 1,212,463 | $ 1,378,124 |
North America | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 728,379 | 816,418 | 946,307 |
International | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 312,477 | 396,045 | 431,817 |
Digital Subscription Revenues | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 662,668 | 788,173 | 743,060 |
Digital Subscription Revenues | North America | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 436,148 | 504,152 | 484,471 |
Digital Subscription Revenues | International | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 226,520 | 284,021 | 258,589 |
Workshops + Digital Fees | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 256,387 | 274,866 | 443,429 |
Workshops + Digital Fees | North America | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 204,115 | 210,076 | 329,886 |
Workshops + Digital Fees | International | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 52,272 | 64,790 | 113,543 |
Subscription Revenues, net | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 919,055 | 1,063,039 | 1,186,489 |
Subscription Revenues, net | North America | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 640,263 | 714,228 | 814,357 |
Subscription Revenues, net | International | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 278,792 | 348,811 | 372,132 |
Product sales and other, net | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 121,801 | 149,424 | 191,635 |
Product sales and other, net | North America | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | 88,116 | 102,190 | 131,950 |
Product sales and other, net | International | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues, net | $ 33,685 | $ 47,234 | $ 59,685 |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Deferred Revenue - Short Term | ||
Contract With Customer Asset And Liability [Line Items] | ||
Deferred Revenue, Beginning balance | $ 45,855 | $ 50,475 |
Net (decrease) increase during the period | (13,699) | (4,620) |
Deferred Revenue, Ending balance | 32,156 | 45,855 |
Deferred Revenue - Long Term | ||
Contract With Customer Asset And Liability [Line Items] | ||
Deferred Revenue, Beginning balance | 28 | 44 |
Net (decrease) increase during the period | 332 | (16) |
Deferred Revenue, Ending balance | $ 360 | $ 28 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Revenues [Abstract] | ||
Deferred revenue recognized | $ 45,678 | $ 50,385 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 18, 2022 | Dec. 21, 2021 | Aug. 16, 2021 | Jul. 30, 2021 | Mar. 22, 2021 | Oct. 26, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 155,998 | $ 157,374 | $ 155,617 | ||||||
Business acquisition, purchase price allocation, tax asset valuation allowance | $ 35,818 | $ 10,083 | |||||||
Denross Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, aggregate purchase price | $ 4,500 | ||||||||
Business acquisition, cash payment | 3,100 | $ 650 | |||||||
Business acquisition, cash in reserves | 750 | ||||||||
Business acquisition, purchase price allocation, assumed liabilities | 166 | ||||||||
Goodwill | 4,645 | ||||||||
Business acquisition, purchase price allocation, deferred tax asset | 496 | ||||||||
Business acquisition, purchase price allocation, tax asset valuation allowance | 496 | ||||||||
Business acquisition, purchase price allocation, cash | 4 | ||||||||
Business acquisition, purchase price allocation, other receivables | 3 | ||||||||
Denross Limited | Customer Relationship | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | 14 | ||||||||
Checkweight Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, aggregate purchase price | 1,500 | ||||||||
Business acquisition, cash payment | 1,250 | ||||||||
Business acquisition, cash in reserves | 250 | ||||||||
Business acquisition, purchase price allocation, assumed liabilities | 56 | ||||||||
Goodwill | 1,291 | ||||||||
Business acquisition, purchase price allocation, deferred tax asset | 5 | ||||||||
Business acquisition, purchase price allocation, tax asset valuation allowance | 5 | ||||||||
Business acquisition, purchase price allocation, cash | 4 | ||||||||
Business acquisition, purchase price allocation, other receivables | 4 | ||||||||
Checkweight Limited | Franchise Rights Acquired | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | 240 | ||||||||
Checkweight Limited | Customer Relationship | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | $ 17 | ||||||||
Weight Watchers of Maine, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, aggregate purchase price | $ 2,250 | ||||||||
Business acquisition, cash payment | 1,999 | ||||||||
Business acquisition, cash in reserves | 225 | ||||||||
Business acquisition, assumed net liabilities | 26 | ||||||||
Goodwill | 2,153 | ||||||||
Weight Watchers of Maine, Inc. | Franchise Rights Acquired | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | 41 | ||||||||
Weight Watchers of Maine, Inc. | Customer Relationship | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | $ 56 | ||||||||
The WW Group, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, aggregate purchase price | $ 17,500 | ||||||||
Business acquisition, cash payment | $ 6,450 | 8,255 | |||||||
Business acquisition, cash in reserves | 2,300 | ||||||||
Business acquisition, assumed net liabilities | 495 | ||||||||
Business acquisition, purchase price allocation, inventories | 162 | ||||||||
Business acquisition, purchase price allocation, property and equipment | 41 | ||||||||
Business acquisition, purchase price allocation, other assets | 4 | ||||||||
The WW Group, Inc. | Franchise Rights Acquired | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, indefinite lived intangible assets | 16,885 | ||||||||
The WW Group, Inc. | Customer Relationship | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | 408 | ||||||||
The WW Group Co. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, aggregate purchase price | 3,114 | ||||||||
Business acquisition, cash payment | 2,605 | ||||||||
Business acquisition, cash in reserves | 599 | ||||||||
Business acquisition, assumed net assets | 90 | ||||||||
Business acquisition, purchase price allocation, inventories | 6 | ||||||||
Business acquisition, purchase price allocation, property and equipment | 25 | ||||||||
Business acquisition, purchase price allocation, other assets | 1 | ||||||||
The WW Group Co. | Franchise Rights Acquired | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, indefinite lived intangible assets | 3,040 | ||||||||
The WW Group Co. | Customer Relationship | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | $ 42 | ||||||||
Weight Watchers of Arizona, Inc. and Weight Watchers Imperial County, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, aggregate purchase price | $ 10,000 | ||||||||
Business acquisition, cash payment | 10,037 | ||||||||
Business acquisition, assumed net assets | 37 | ||||||||
Business acquisition, purchase price allocation, inventories | 84 | ||||||||
Business acquisition, purchase price allocation, property and equipment | 131 | ||||||||
Business acquisition, purchase price allocation, current assets, other | 12 | ||||||||
Weight Watchers of Arizona, Inc. and Weight Watchers Imperial County, Inc. | Franchise Rights Acquired | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, indefinite lived intangible assets | 9,546 | ||||||||
Weight Watchers of Arizona, Inc. and Weight Watchers Imperial County, Inc. | Customer Relationship | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | $ 227 |
Franchise Rights Acquired, Go_3
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
May 08, 2022 | May 09, 2021 | Aug. 10, 2018 | Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Mar. 28, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Net book value of franchise rights acquired | $ 383,683 | $ 383,683 | $ 782,056 | |||||||
Net book value of goodwill | $ 155,998 | 155,998 | 157,374 | $ 155,617 | ||||||
Goodwill impairment | $ 0 | $ 0 | 3,124 | |||||||
Finite-lived intangible assets, aggregate amortization expense | $ 33,676 | $ 32,220 | $ 29,828 | |||||||
Discount rate | 9.60% | 8.50% | ||||||||
Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Indefinite-lived intangible assets, impairment charges | $ 0 | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | |||||||||
Assumed cumulative annual revenue growth rate | 2.50% | 2.50% | 2.40% | |||||||
Discount rate | 13.70% | 13.40% | ||||||||
Hypothetical discount rate percentage increase | 50% | |||||||||
Hypothetical projected Digital revenues percentage reduction | 1% | |||||||||
Kurbo, Inc | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Goodwill impairment | $ 1,101 | |||||||||
Kurbo Health, Inc | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Net purchase price | $ 3,063 | |||||||||
Net book value of goodwill | $ 1,101 | |||||||||
Minimum | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Assumed Workshops + Digital revenue growth rate | (4.30%) | 20.20% | 23% | |||||||
Assumed operating income margin rates | (19.10%) | 2.30% | (3.00%) | |||||||
Assumed Digital revenue growth rate | (25.40%) | (21.50%) | (25.60%) | |||||||
Maximum | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Assumed Workshops + Digital revenue growth rate | 43.80% | 57.60% | 106.20% | |||||||
Assumed operating income margin rates | 12.20% | 8.80% | 8.80% | |||||||
Assumed Digital revenue growth rate | 24.40% | 1.60% | 16.10% | |||||||
Other Units of Account | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Indefinite-lived intangible assets, impairment charges | $ 0 | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | |||||||||
Percentage of franchise rights acquired | 2.20% | |||||||||
Other Units of Account | Minimum | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value in excess of carrying amount | 100% | |||||||||
Brazil | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Goodwill impairment | $ 3,665 | |||||||||
All Reporting Units Except for Republic of Ireland | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of goodwill held | 97.30% | |||||||||
All Reporting Units Except for Republic of Ireland | Goodwill | Minimum | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value equal to carrying amount | 35% | |||||||||
Republic of Ireland | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value in excess of carrying amount | 14% | |||||||||
Percentage of goodwill held | 2.70% | |||||||||
Net book value of goodwill | $ 4,265 | |||||||||
Goodwill impairment | $ 2,023 | |||||||||
Australia | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Indefinite-lived intangible assets, impairment charges | $ 1,872 | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | |||||||||
Percentage of franchise rights acquired | 1.10% | 1.10% | 0.80% | |||||||
Net book value of franchise rights acquired | $ 4,232 | $ 4,232 | $ 6,529 | |||||||
Australia | Hypothetical Discount Rate Percentage Increase | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 5.60% | |||||||||
Australia | Hypothetical Projected Digital Revenue Percentage Reduction | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 2.90% | |||||||||
United States | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Net book value of goodwill | $ 104,019 | $ 104,019 | $ 105,121 | |||||||
United States | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Indefinite-lived intangible assets, impairment charges | $ 25,739 | $ 298,291 | ||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | Asset Impairment Charges | ||||||||
Percentage of estimated fair value in excess of carrying amount | 15% | |||||||||
Percentage of franchise rights acquired | 97.60% | 91.50% | 92.70% | 97.60% | 89.30% | |||||
Net book value of franchise rights acquired | $ 374,353 | $ 400,092 | $ 698,383 | $ 374,353 | $ 698,383 | |||||
United States | Hypothetical Discount Rate Percentage Increase | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 6.60% | |||||||||
United States | Hypothetical Projected Digital Revenue Percentage Reduction | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 1% | |||||||||
United Kingdom | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Indefinite-lived intangible assets, impairment charges | $ 8,275 | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | |||||||||
Percentage of franchise rights acquired | 0.70% | 0.70% | 1.60% | |||||||
Net book value of franchise rights acquired | $ 2,666 | $ 2,666 | $ 12,187 | |||||||
United Kingdom | Hypothetical Discount Rate Percentage Increase | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 8.90% | |||||||||
United Kingdom | Hypothetical Projected Digital Revenue Percentage Reduction | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 6.80% | |||||||||
Canada | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Net book value of goodwill | $ 39,547 | $ 39,547 | $ 42,409 | |||||||
Canada | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Indefinite-lived intangible assets, impairment charges | $ 19,657 | $ 13,312 | $ 24,485 | |||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | Asset Impairment Charges | Asset Impairment Charges | |||||||
Percentage of franchise rights acquired | 4.40% | 4.60% | 7.70% | |||||||
Net book value of franchise rights acquired | $ 19,342 | $ 34,556 | $ 60,117 | |||||||
New Zealand | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Indefinite-lived intangible assets, impairment charges | $ 0 | $ 1,138 | $ 834 | |||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | Asset Impairment Charges | Asset Impairment Charges | |||||||
Percentage of franchise rights acquired | 0.60% | 0.50% | 0.50% | 0.60% | 0.60% | |||||
Net book value of franchise rights acquired | $ 2,432 | $ 2,141 | $ 3,574 | $ 2,432 | $ 4,840 | |||||
New Zealand | Hypothetical Discount Rate Percentage Increase | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 5.30% | |||||||||
New Zealand | Hypothetical Projected Digital Revenue Percentage Reduction | Franchise Rights Acquired | ||||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||||
Percentage of estimated fair value reduction | 1% |
Franchise Rights Acquired, Go_4
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
May 08, 2022 | May 09, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Goodwill [Line Items] | ||||
Beginning balance | $ 157,374 | $ 155,617 | ||
Goodwill acquired during the period | 5,936 | 2,153 | ||
Goodwill impairment | $ 0 | $ 0 | (3,124) | |
Effect of exchange rate changes | (4,188) | (396) | ||
Ending balance | 155,998 | 157,374 | ||
North America | ||||
Goodwill [Line Items] | ||||
Beginning balance | 147,530 | 145,071 | ||
Goodwill acquired during the period | 2,153 | |||
Goodwill impairment | (1,101) | |||
Effect of exchange rate changes | (2,862) | 306 | ||
Ending balance | 143,567 | 147,530 | ||
International | ||||
Goodwill [Line Items] | ||||
Beginning balance | 9,844 | 10,546 | ||
Goodwill acquired during the period | 5,936 | |||
Goodwill impairment | (2,023) | |||
Effect of exchange rate changes | (1,326) | (702) | ||
Ending balance | $ 12,431 | $ 9,844 |
Franchise Rights Acquired, Go_5
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Assumptions Utilized in Annual Impairment Analysis (Details) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Assumptions Utilized in Annual Impairment Analysis [Line Items] | ||
Discount Rate | 9.60% | 8.50% |
Minimum | ||
Assumptions Utilized in Annual Impairment Analysis [Line Items] | ||
Debt-Free Cumulative Annual Cash Flow Growth Rate | 1.20% | 0.20% |
Maximum | ||
Assumptions Utilized in Annual Impairment Analysis [Line Items] | ||
Debt-Free Cumulative Annual Cash Flow Growth Rate | 20.60% | 2.60% |
Franchise Rights Acquired, Go_6
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Carrying Values of Finite-lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 275,334 | $ 259,785 |
Accumulated Amortization | 208,965 | 195,520 |
Capitalized software costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 107,229 | 115,065 |
Accumulated Amortization | 94,375 | 94,771 |
Website development costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 133,818 | 110,678 |
Accumulated Amortization | 91,482 | 78,629 |
Trademarks | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 12,162 | 12,116 |
Accumulated Amortization | 11,882 | 11,677 |
Other | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 13,961 | 14,021 |
Accumulated Amortization | 6,125 | 5,677 |
Trademarks and other intangible assets | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 267,170 | 251,880 |
Accumulated Amortization | 203,864 | 190,754 |
Franchise Rights Acquired | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 8,164 | 7,905 |
Accumulated Amortization | $ 5,101 | $ 4,766 |
Franchise Rights Acquired, Go_7
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense of Finite-lived Intangible Assets (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal 2023 | $ 29,816 |
Fiscal 2024 | 19,599 |
Fiscal 2025 | 8,189 |
Fiscal 2026 | 871 |
Fiscal 2027 | 723 |
Thereafter | $ 7,171 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 55,303 | $ 71,436 |
Leasehold improvements | 66,860 | 72,235 |
Property and equipment, gross | 122,163 | 143,671 |
Less: Accumulated depreciation and amortization | (93,934) | (106,452) |
Property and equipment, net | $ 28,229 | $ 37,219 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense, property and equipment | $ 10,125 | $ 16,330 | $ 20,849 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Jul. 03, 2021 | |
Debt Instrument | ||||
Total Debt | $ 1,445,000 | $ 1,445,000 | ||
Unamortized Deferred Financing Costs | 10,652 | 12,534 | ||
Unamortized Debt discount | 12,064 | 14,362 | ||
Total long term debt | $ 1,422,284 | $ 1,418,104 | ||
Effective Interest Rate | [1] | 5.45% | 5.15% | |
Term Loan Facility due April 13, 2028 | ||||
Debt Instrument | ||||
Total Debt | $ 945,000 | $ 945,000 | ||
Unamortized Deferred Financing Costs | 5,821 | 6,930 | ||
Unamortized Debt discount | $ 12,064 | $ 14,362 | $ 5,000 | |
Effective Interest Rate | [1] | 5.85% | 4.48% | |
Senior Secured Notes due April 15, 2029 | ||||
Debt Instrument | ||||
Total Debt | $ 500,000 | $ 500,000 | ||
Unamortized Deferred Financing Costs | $ 4,831 | $ 5,604 | ||
Effective Interest Rate | [1] | 4.70% | 4.70% | |
Revolving Credit Facility due April 13, 2026 | ||||
Debt Instrument | ||||
Total Debt | $ 0 | $ 0 | ||
Effective Interest Rate | [1] | 0% | 2.61% | |
[1]Includes amortization of deferred financing costs and debt discount. |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 30, 2025 | Apr. 14, 2024 | Apr. 13, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | Jul. 03, 2021 USD ($) | Mar. 29, 2025 | Apr. 15, 2024 | Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Jan. 02, 2021 USD ($) | ||
Debt Instrument | ||||||||||||||
Repayment of aggregate principal amount | $ 1,564,000,000 | $ 96,250,000 | ||||||||||||
Loan outstanding amount | $ 1,445,000,000 | $ 1,445,000,000 | 1,445,000,000 | |||||||||||
Proceeds received from long-term debt | 1,500,000,000 | |||||||||||||
Aggregate principal amount | 1,418,104,000 | 1,422,284,000 | 1,418,104,000 | |||||||||||
Fees incurred in connection with debt refinancing | $ 37,910,000 | |||||||||||||
Unamortized Debt discount | $ 14,362,000 | $ 12,064,000 | 14,362,000 | |||||||||||
Loss on early extinguishment of debt | 29,169,000 | $ 30,352,000 | ||||||||||||
Financing costs in connection with debt refinancing | 9,017,000 | |||||||||||||
Write-off of pre-existing deferred financing fees and debt discount | 7,213,000 | |||||||||||||
Percentage of equity interests pledged | 100% | |||||||||||||
Percentage of annual excess cash flow | 50% | |||||||||||||
Percentage of annual excess cash flow after attaining first lien secured net leverage ratio one | 25% | |||||||||||||
Percentage of annual excess cash flow after attaining first lien secured net leverage ratio two | 0% | |||||||||||||
Percentage of net cash proceeds of certain non ordinary course asset sales by company and its restricted subsidiaries | 100% | |||||||||||||
Percentage of right to invest of net cash proceeds of certain non ordinary course asset sales by company and its restricted subsidiaries subject to certain qualifications | 100% | |||||||||||||
Percentage of net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries | 100% | |||||||||||||
Effective Interest Rate | [1] | 5.15% | 5.45% | 5.15% | ||||||||||
Average interest rate on outstanding debt, exclusive the impact of swap | 5.11% | 5.45% | 5.11% | |||||||||||
Average interest rate on outstanding debt, including the impact of swap | 5.50% | 5.62% | ||||||||||||
Maximum | ||||||||||||||
Debt Instrument | ||||||||||||||
Pledge percentage of first tier foreign subsidiaries directly owned by company or wholly owned subsidiaries | 65% | |||||||||||||
4.500% Senior Secured Notes due 2029 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 4.50% | |||||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||||||
Senior Secured Tranche B Term Loan | ||||||||||||||
Debt Instrument | ||||||||||||||
Repayment of aggregate principal amount | $ 1,189,750,000 | |||||||||||||
Debt Instrument, maturity year | 2024 | |||||||||||||
8.625% Senior Notes due in 2025 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2025 | |||||||||||||
Debt instrument redeemed amount | $ 300,000,000 | |||||||||||||
Debt Instrument Interest Rate Stated Percentage | 8.625% | |||||||||||||
Fees incurred in connection with debt refinancing | 12,939,000 | |||||||||||||
Senior Secured Revolving Credit Facility Due in 2022 | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 0 | |||||||||||||
Credit Facilities | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 945,000,000 | |||||||||||||
Proceeds received from long-term debt | $ 1,000,000,000 | |||||||||||||
Term Loan Facility due April 13, 2028 | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 945,000,000 | 945,000,000 | $ 945,000,000 | |||||||||||
Unamortized Debt discount | $ 14,362,000 | $ 5,000,000 | $ 12,064,000 | $ 14,362,000 | ||||||||||
Effective Interest Rate | [1] | 4.48% | 5.85% | 4.48% | ||||||||||
Term Loan Facility due April 13, 2028 | Federal Funds Effective Rate | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.50% | |||||||||||||
Term Loan Facility due April 13, 2028 | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 1% | |||||||||||||
Debt instrument variable rate floor percent determined option one | 0.50% | |||||||||||||
Effective Interest Rate | 3.50% | |||||||||||||
Term Loan Facility due April 13, 2028 | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument variable rate floor percent determined option one | 1.50% | |||||||||||||
Senior Secured Notes due April 15, 2029 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 4.50% | |||||||||||||
Loan outstanding amount | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||||
Effective Interest Rate | [1] | 4.70% | 4.70% | 4.70% | ||||||||||
Debt instrument issued date | Apr. 13, 2021 | |||||||||||||
Debt instrument, mature date | Apr. 15, 2029 | |||||||||||||
Debt instrument interest payment term | Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. | |||||||||||||
Debt Instrument, redemption, description | On or after April 15, 2024, the Company may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to 102.250% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 101.125% on or after April 15, 2025 and to 100.000% on or after April 15, 2026. Prior to April 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with an amount not to exceed the net proceeds of certain equity offerings at 104.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to April 15, 2024, the Company may redeem some or all of the Senior Secured Notes at a make-whole price plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, during any twelve-month period ending prior to April 15, 2024, the Company may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes at a purchase price equal to 103.000% of the principal amount of the Senior Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. | |||||||||||||
Senior Secured Notes due April 15, 2029 | Change of Control | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument, percentage of aggregate principal amount that may be redeemed (up to) | 101% | |||||||||||||
Senior Secured Notes due April 15, 2029 | Sale of Assets | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument, percentage of aggregate principal amount that may be redeemed (up to) | 100% | |||||||||||||
Senior Secured Notes due April 15, 2029 | Debt Instrument Redemption Date, April 15, 2024 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 102.25% | |||||||||||||
Debt Instrument, redemption date | Apr. 15, 2024 | |||||||||||||
Senior Secured Notes due April 15, 2029 | Debt Instrument Redemption Date, April 15, 2025 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 101.125% | |||||||||||||
Debt Instrument, redemption date | Apr. 15, 2025 | |||||||||||||
Senior Secured Notes due April 15, 2029 | Debt Instrument Redemption Date, April 15, 2026 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 100% | |||||||||||||
Debt Instrument, redemption date | Apr. 15, 2026 | |||||||||||||
Senior Secured Notes due April 15, 2029 | Forecast | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 103% | |||||||||||||
Senior Secured Notes due April 15, 2029 | Maximum | Forecast | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 104.50% | |||||||||||||
Percent of principal amount of debt that may be redeemed (up to) | 40% | |||||||||||||
Debt instrument, percentage of aggregate principal amount that may be redeemed (up to) | 10% | |||||||||||||
Credit Facilities and Senior Secured Notes | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 1,445,000,000 | |||||||||||||
Revolving Credit Facility | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit Facility, maximum borrowing capacity | 61,250,000 | |||||||||||||
Loan outstanding amount | $ 0 | 0 | $ 0 | |||||||||||
Aggregate principal amount | $ 0 | 0 | $ 0 | |||||||||||
Credit facility available amount | 173,921,000 | |||||||||||||
Line of credit facility, issued but undrawn letters of credit | $ 1,079,000 | |||||||||||||
Effective Interest Rate | [1] | 2.61% | 0% | 2.61% | ||||||||||
Minimum outstanding amount to compliance springing maintenance covenant | 35% | |||||||||||||
Consolidated first lien leverage ratio | 5.77 | |||||||||||||
Increase decrease in consolidated first lien leverage ratio | 5.5 | 5.75 | ||||||||||||
Revolving Credit Facility | Forecast | ||||||||||||||
Debt Instrument | ||||||||||||||
Increase decrease in consolidated first lien leverage ratio | 5 | 5.25 | ||||||||||||
Revolving Credit Facility | Federal Funds Effective Rate | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.50% | |||||||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 1% | |||||||||||||
Debt instrument variable rate floor percent determined option one | 0% | |||||||||||||
Effective Interest Rate | 2.75% | |||||||||||||
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument variable rate floor percent determined option one | 1% | |||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility Due in 2022 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2022 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 175,000,000 | |||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2026 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 175,000,000 | |||||||||||||
Term Loan Facility | Senior Secured Tranche B Term Loan | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2028 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 1,000,000,000 | |||||||||||||
Write-off of pre-existing deferred financing fees and debt discount | $ 1,183,000 | |||||||||||||
Prepayments of aggregate principal amount | $ 52,500,000 | |||||||||||||
[1]Includes amortization of deferred financing costs and debt discount. |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt Maturities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Debt Disclosure [Abstract] | ||
Fiscal 2027 | $ 10,000 | |
Thereafter | 1,435,000 | |
Total Debt | $ 1,445,000 | $ 1,445,000 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Oct. 21, 2010 | May 25, 2006 | Jun. 13, 2005 | Oct. 09, 2003 | |
Class of Stock Disclosures [Abstract] | |||||||
Treasury Stock, value of common stock shares authorized for repurchase | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||
Treasury Stock, common stock shares repurchased | 0 | 0 | 0 | ||||
Amount remained available to purchase shares under repurchase program | $ 208,933,000 |
Per Share Data - Computation of
Per Share Data - Computation of Basic and Diluted (Net loss) Earnings Per Share Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Numerator: | |||
Net (loss) income attributable to WW International, Inc. | $ (251,403) | $ 66,892 | $ 75,079 |
Denominator: | |||
Weighted average shares of common stock outstanding | 70,321 | 69,640 | 67,849 |
Effect of dilutive common stock equivalents | 1,104 | 2,171 | |
Weighted average diluted common shares outstanding | 70,321 | 70,744 | 70,020 |
(Net loss) earnings per share attributable to WW International, Inc. | |||
Basic | $ (3.58) | $ 0.96 | $ 1.11 |
Diluted | $ (3.58) | $ 0.95 | $ 1.07 |
Per Share Data - Additional Inf
Per Share Data - Additional Information (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted (net loss) earning per share | 8,540 | 5,270 | 4,052 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Dec. 15, 2019 | Jul. 31, 2017 | May 31, 2017 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Fully vested option to purchase shares of common stock | 2,227,000 | ||||||||
Share-based compensation expense | $ 12,957 | $ 21,348 | $ 55,013 | ||||||
Total income tax benefit recognized for all share-based compensation awards | 2,603 | 5,175 | 10,915 | ||||||
Tax benefits realized from options exercised and RSUs and PSUs vested | 1,017 | 7,999 | 8,426 | ||||||
Compensation costs capitalized | 0 | $ 0 | $ 0 | ||||||
Total unrecognized compensation cost related to stock options and RSUs granted | $ 24,958 | ||||||||
Compensation expense recognition period (years) | 1 year 7 months 6 days | ||||||||
Options outstanding, exercise price, lower range | $ 3.97 | $ 3.97 | $ 3.97 | ||||||
Options outstanding, exercise price, upper range | 60 | 60 | 60 | ||||||
Weighted-average grant-date fair value of all options granted | $ 3.96 | $ 15.64 | $ 9.98 | ||||||
Total intrinsic value of all options exercised | $ 0 | $ 18,497 | $ 24,841 | ||||||
Cash received from options exercised | $ 0 | $ 4,469 | $ 8,176 | ||||||
Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted-average grant-date fair value granted | $ 6.69 | $ 24.29 | $ 19.4 | ||||||
Total fair value vested | $ 14,576 | $ 18,097 | $ 15,015 | ||||||
Granted | 2,221,000 | ||||||||
Vested | 655,000 | ||||||||
Incremental shares vested | $ 22.25 | ||||||||
Performance-based Stock Unit | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted-average grant-date fair value granted | $ 0 | $ 0 | $ 28.09 | ||||||
Total fair value vested | $ 0 | $ 0 | $ 3,443 | ||||||
Granted | 47,900 | 98,500 | 280,100 | 81,300 | |||||
Vested | 0 | 0 | 122,600 | ||||||
Performance period (years) | 3 years | ||||||||
Applicable achievement percentage | 166.67% | 166.67% | |||||||
Incremental shares vested | $ 0 | $ 0 | $ 28.09 | ||||||
Inducement Option | Chief Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option to purchase shares of common stock | 1,000,000 | ||||||||
Minimum | Stock Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period (years) | 2 years | 2 years | 2 years | ||||||
Expiration term (years) | 7 years | 7 years | 7 years | ||||||
Minimum | Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period (years) | 2 years | 2 years | 2 years | ||||||
Maximum | Stock Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period (years) | 4 years | 4 years | 4 years | ||||||
Expiration term (years) | 10 years | 10 years | 10 years | ||||||
Maximum | Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period (years) | 4 years | 4 years | 4 years | ||||||
Ms. Winfrey | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Fully vested option to purchase shares of common stock | 3,276,000 | ||||||||
Employees and Third Parties, Excluding Directors | Selling, General and Administrative Expenses | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 12,333 | $ 21,348 | $ 55,013 | ||||||
2014 Stock Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Maximum number of shares of common stock available for grant | 12,500,000 | ||||||||
2014 Stock Incentive Plan | Board of Directors | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation, fully-vested shares granted | 77,000 | 29,000 | 31,000 | ||||||
Share based compensation, value of fully-vested shares granted | $ 624 | $ 757 | $ 688 | ||||||
2014 Stock Incentive Plan | Deferred Stock Units | Board of Directors | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based compensation, fully-vested shares granted | 27,000 |
Stock Plans - Weighted Average
Stock Plans - Weighted Average Assumptions Used to Estimate Fair Value of Option Award on Grand Date (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | 0% |
Volatility | 56.70% | ||
Volatility, minimum | 57% | 56.50% | |
Volatility, maximum | 57.10% | 56.70% | |
Risk-free interest rate | 1.13% | ||
Risk-free interest rate, minimum | 2.36% | 0.45% | |
Risk-free interest rate, maximum | 2.86% | 0.52% | |
Expected term (years) | 6 years 6 months | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 6 years | 5 years 10 months 24 days | |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 7 years | 6 years 6 months |
Stock Plans - Summary of Option
Stock Plans - Summary of Option Activity and Initial Option Agreement (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
Beginning Balance | shares | 5,706 |
Granted | shares | 2,227 |
Cancelled | shares | (529) |
Ending Balance | shares | 7,404 |
Exercisable at December 31, 2022 | shares | 5,144 |
Weighted-Average Exercise Price | |
Beginning Balance | $ / shares | $ 36.13 |
Granted | $ / shares | 22.75 |
Cancelled | $ / shares | 20.36 |
Ending Balance | $ / shares | 33.23 |
Exercisable at December 31, 2022 | $ / shares | $ 37.31 |
Weighted-Average Remaining Contractual Life, Outstanding at December 31, 2022 | 4 years |
Weighted-Average Remaining Contractual Life, Exercisable at December 31, 2022 | 2 years 6 months |
Stock Plans - Summary of RSU Ac
Stock Plans - Summary of RSU Activity Under Stock Plans (Detail) - Restricted Stock Units - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Shares | |||
Beginning Balance | 1,595 | ||
Granted | 2,221 | ||
Vested | (655) | ||
Forfeited | (750) | ||
Ending Balance | 2,411 | 1,595 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning Balance | $ 21.99 | ||
Granted | 6.69 | $ 24.29 | $ 19.4 |
Vested | 22.25 | ||
Forfeited | 17.9 | ||
Ending Balance | $ 9.09 | $ 21.99 |
Stock Plans - Summary of PSU Ac
Stock Plans - Summary of PSU Activity Under Stock Plans (Detail) - Performance-Based Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Shares | |||
Beginning Balance | 201,000 | ||
Granted | 0 | ||
Vested | 0 | 0 | (122,600) |
Forfeited | (201,000) | ||
Ending Balance | 0 | 201,000 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning Balance | $ 18.94 | ||
Granted | 0 | $ 0 | $ 28.09 |
Vested | 0 | 0 | $ 28.09 |
Forfeited | 18.94 | ||
Ending Balance | $ 0 | $ 18.94 |
Taxes - Components of Consolida
Taxes - Components of Consolidated Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (375,689) | $ (27,763) | $ (10,467) |
Foreign | 9,907 | 104,428 | 102,970 |
(Loss) income before income taxes | $ (365,782) | $ 76,665 | $ 92,503 |
Taxes - Summary of Consolidated
Taxes - Summary of Consolidated Provision for US Federal State and Foreign Taxes on Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Current: | |||
U.S. federal | $ 13,147 | $ 38 | $ (14,052) |
State | 3,446 | 1,055 | 4,421 |
Foreign | 20,022 | 24,245 | 28,533 |
Current tax provision (benefit) | 36,615 | 25,338 | 18,902 |
Deferred: | |||
U.S. federal | (114,727) | (8,510) | 94 |
State | (24,262) | (9,589) | (2,835) |
Foreign | (12,005) | 2,534 | 1,301 |
Deferred tax provision (benefit) | (150,994) | (15,565) | (1,440) |
Total tax (benefit) provision | $ (114,379) | $ 9,773 | $ 17,462 |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 20, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Income Taxes [Line Items] | ||||
Effective income tax rate | 31.30% | 12.70% | 18.90% | |
Tax benefit from legal entity restructuring | $ 48,265 | |||
Tax expense (benefit) related to tax windfalls/shortfalls from stock compensation | 1,732 | $ (3,548) | $ (4,714) | |
Tax expense related to income earned in foreign jurisdictions | 2,245 | 6,888 | 8,056 | |
Tax benefit related to reversal of tax impact of global intangible low taxed income | $ 7,566 | 7,566 | ||
Tax benefit related to foreign-derived intangible income | 4,450 | 1,401 | ||
Tax expense (benefit) for out-of-period income tax adjustments | (2,150) | 2,278 | ||
Tax benefit related to a decrease in applicable state tax rate on certain deferred income | 6,347 | |||
Tax expense (benefit) from change in valuation allowance | 27,108 | |||
Deferred tax assets, valuation allowance | 35,818 | 10,083 | ||
Net operating loss carry forwards | 82,184 | 111,432 | ||
Undistributed foreign earnings | 82,355 | |||
Total amount of unrecognized tax benefits, if recognized, would affect effective tax rate | 508 | |||
Unrecognized tax benefits, accrued interest and penalties | (60) | (54) | ||
Unrecognized tax benefits, interest and penalties recognized | 83 | 142 | $ 190 | |
Business Interest Expense Carryforwards | ||||
Income Taxes [Line Items] | ||||
Deferred tax assets, valuation allowance | $ 27,108 | |||
Switzerland | ||||
Income Taxes [Line Items] | ||||
Tax expense (benefit) from change in valuation allowance | (1,560) | |||
Foreign | ||||
Income Taxes [Line Items] | ||||
Tax expense (benefit) from change in valuation allowance | $ (1,560) |
Taxes - Schedule of Effective I
Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21% | 21% | 21% |
State income taxes (net of federal benefit) | 3.80% | (1.80%) | 1% |
Research and development credit | 0.40% | (1.80%) | (2.20%) |
Tax windfall/shortfall on share-based awards | (0.50%) | (4.60%) | (4.30%) |
Reserves for uncertain tax positions | 0% | 0.20% | 0.90% |
Tax rate changes | 0.30% | (8.20%) | (1.20%) |
Executive compensation limitation | (0.20%) | 1.80% | 1.20% |
GILTI | 0% | 0% | (8.20%) |
FDII | 1.20% | 0% | (1.50%) |
Change in valuation allowance | (7.10%) | (2.00%) | 0% |
Out-of-period adjustments | 0.60% | 0% | 2.50% |
Impact of foreign operations | (1.60%) | 9% | 8.70% |
Reversal of certain deferred tax liabilities | 13.20% | 0% | 0% |
Other | 0.20% | (0.90%) | 1% |
Total effective tax rate | 31.30% | 12.70% | 18.90% |
Taxes - Deferred Tax Assets and
Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Income Tax Disclosure [Abstract] | ||
Interest expense disallowance | $ 54,259 | $ 44,598 |
Operating lease liabilities | 20,842 | 22,901 |
Operating loss carryforwards | 10,102 | 14,172 |
Provision for estimated expenses | 2,734 | 2,128 |
Salaries and wages | 10,280 | 2,710 |
Share-based compensation | 15,190 | 15,707 |
Other comprehensive income | 1,841 | 6,306 |
Other | 3,695 | 5,927 |
Less: valuation allowance | (35,818) | (10,083) |
Total deferred tax assets | 83,125 | 104,366 |
Goodwill and intangible assets | (51,841) | (224,548) |
Operating lease assets | (18,228) | (20,794) |
Depreciation | (13,498) | (4,044) |
Prepaid expenses | (431) | (1,433) |
Total deferred tax liabilities | (83,998) | (250,819) |
Net deferred tax liabilities | $ (873) | $ (146,453) |
Taxes - Schedule of Unrecognize
Taxes - Schedule of Unrecognized Tax Benefit Roll Forward (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 1,055 | $ 851 | $ 206 |
Increases related to tax positions taken in current year | 145 | 196 | |
Increases related to tax positions taken in prior years | 8 | 260 | 605 |
Reductions related to tax positions taken in prior years | (95) | (199) | |
Reductions related to settlements with tax authorities | (273) | ||
Reductions related to lapse of statutes of limitations | (206) | ||
Effects of foreign currency translation | (23) | (53) | 40 |
Balance at end of year | $ 611 | $ 1,055 | $ 851 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Profit Sharing Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee benefit plans, contribution cost | $ 179 | $ 1,342 | $ 914 |
Executive Profit Sharing Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee benefit plans, contribution cost | $ 929 | $ 3,975 | $ 1,761 |
EPSP annualized interest rate, added percentage above prime rate | 2% | ||
Maximum | Executive Profit Sharing Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
EPSP annualized interest rate cap | 15% | ||
Savings Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee benefit plans, employer contribution percentage | 6% | 6% | 6% |
Employee benefit plans, contribution cost | $ 2,564 | $ 3,136 | $ 1,655 |
Savings Plan | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee benefit plans, employer matching contribution percentage | 50% | 50% | 50% |
Cash Flow Information - Schedul
Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | ||
Net cash paid during the year for: | ||||
Interest expense | $ 76,216 | $ 79,374 | $ 137,163 | |
Income taxes | [1] | 25,815 | 41,377 | 24,609 |
Noncash investing and financing activities were as follows: | ||||
Fair value of net assets acquired in connection with acquisitions | 240 | 20,032 | 9,677 | |
Capital expenditures and capitalized software included in accounts payable and accrued expenses | $ 1,466 | $ 1,835 | $ 3,497 | |
[1]Fiscal 2022, fiscal 2021 and fiscal 2020 include tax refunds received of $5,109, $1,077 and $6,936, respectively. |
Cash Flow Information - Sched_2
Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |||
Tax refunds received | $ 5,109 | $ 1,077 | $ 6,936 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Loss Contingencies [Line Items] | |
Minimum commitments under non-cancelable purchase obligations | $ 37,262 |
Minimum commitments under non-cancelable purchase obligations, due in 2023 | 20,713 |
Minimum commitments under non-cancelable purchase obligations, due in 2024 | 9,332 |
Minimum commitments under non-cancelable purchase obligations, due in 2025 | $ 7,217 |
Segment and Geographic Data - A
Segment and Geographic Data - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment and Geographic Data - I
Segment and Geographic Data - Information About Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jul. 03, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues, net | $ 1,040,856 | $ 1,212,463 | $ 1,378,124 | |
Operating (loss) income | (282,950) | 196,284 | 216,162 | |
Interest expense | 81,141 | 87,909 | 123,310 | |
Other expense, net | 1,691 | 1,358 | 349 | |
Early extinguishment of debt | $ 29,169 | 30,352 | ||
(Benefit from) provision for income taxes | (114,379) | 9,773 | 17,462 | |
Net (loss) income | (251,403) | 66,892 | 75,041 | |
Net loss attributable to the noncontrolling interest | 38 | |||
Net (loss) income attributable to WW International, Inc. | (251,403) | 66,892 | 75,079 | |
Depreciation and amortization | 48,819 | 54,686 | 59,522 | |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating (loss) income | (135,667) | 348,879 | 407,460 | |
Depreciation and amortization | 34,181 | 41,941 | 42,742 | |
General Corporate | ||||
Segment Reporting Information [Line Items] | ||||
General corporate expenses | 147,283 | 152,595 | 191,298 | |
Depreciation and amortization | 14,638 | 12,745 | 16,780 | |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 728,379 | 816,418 | 946,307 | |
North America | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 728,379 | 816,418 | 946,307 | |
Operating (loss) income | (218,997) | 218,257 | 271,123 | |
Depreciation and amortization | 32,521 | 39,270 | 39,740 | |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 312,477 | 396,045 | 431,817 | |
International | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 312,477 | 396,045 | 431,817 | |
Operating (loss) income | 83,330 | 130,622 | 136,337 | |
Depreciation and amortization | $ 1,660 | $ 2,671 | $ 3,002 |
Segment and Geographic Data - S
Segment and Geographic Data - Sources of Revenue and Other Information by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues, net | $ 1,040,856 | $ 1,212,463 | $ 1,378,124 | |
Long-lived assets | [1] | 28,229 | 37,219 | |
Operating lease assets | 75,696 | 89,902 | ||
United States | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues, net | 683,449 | 761,358 | 885,152 | |
Long-lived assets | [1] | 24,417 | 31,566 | |
Operating lease assets | 68,062 | 80,609 | ||
Canada | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues, net | 44,930 | 55,060 | 61,155 | |
Long-lived assets | [1] | 2,412 | 3,198 | |
Operating lease assets | 4,159 | 5,079 | ||
Continental Europe | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues, net | 239,129 | 297,910 | 313,380 | |
Long-lived assets | [1] | 907 | 1,111 | |
Operating lease assets | 2,304 | 2,216 | ||
United Kingdom | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues, net | 47,995 | 65,820 | 84,387 | |
Long-lived assets | [1] | 303 | 1,002 | |
Operating lease assets | 1,169 | 1,732 | ||
Other | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues, net | 25,353 | 32,315 | $ 34,050 | |
Long-lived assets | [1] | 190 | 342 | |
Operating lease assets | $ 2 | $ 266 | ||
[1]Amounts include finance lease assets |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Jan. 01, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt outstanding amount | $ 1,422,284,000 | $ 1,418,104,000 |
Fair value of long-term debt | 782,384,000 | 1,389,306,000 |
Fair value assets, transfer between level 1 to level 2 | 0 | 0 |
Fair value liabilities, transfer between level 1 to level 2 | 0 | 0 |
Fair value assets, transfer between level 2 to level 1 | 0 | 0 |
Fair value liabilities, transfer between level 2 to level 1 | 0 | 0 |
Revolving Credit Facility | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying value of long-term debt | 0 | 0 |
Debt outstanding amount | $ 0 | $ 0 |
Fair Value Measurements - Aggre
Fair Value Measurements - Aggregate Fair Value of Derivative Financial Instruments (Detail) - Fair Value, Measurements, Recurring - Interest Rate Swap - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap current asset | $ 11,748 | |
Interest rate swap noncurrent asset | 2,450 | |
Interest rate swap current liability | $ 14,670 | |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap current asset | 11,748 | |
Interest rate swap noncurrent asset | $ 2,450 | |
Interest rate swap current liability | $ 14,670 |
Derivative Instruments and He_3
Derivative Instruments and Hedging - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Mar. 31, 2021 | Apr. 02, 2020 | Jun. 07, 2019 | Apr. 01, 2019 | Jun. 11, 2018 | Apr. 03, 2017 | Mar. 31, 2014 | Jul. 26, 2013 | Dec. 31, 2022 | Jan. 01, 2022 | |
Derivative | ||||||||||
Maximum length of time hedging forecasted | 2 years | |||||||||
Derivative loss included in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings within the next 12 months, net of tax | $ 9,890 | |||||||||
Derivative loss included in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings within the next 12 months, before tax | 13,194 | |||||||||
Interest Rate Swap | ||||||||||
Derivative | ||||||||||
Forward-starting interest rate swap, effective date | Mar. 31, 2014 | |||||||||
Forward starting interest rate swap, termination date | Apr. 02, 2020 | |||||||||
Derivative interest rate swap percentage | 2.41% | |||||||||
Cumulative gain (loss) for qualifying hedges reported as a component of accumulated other comprehensive income (loss) net of tax | 10,723 | $ (10,843) | ||||||||
Cumulative gain (loss) for qualifying hedges reported as a component of accumulated other comprehensive income (loss) before tax | 14,146 | (14,622) | ||||||||
Interest Rate Swap | 2018 Swap | ||||||||||
Derivative | ||||||||||
Forward-starting interest rate swap, effective date | Apr. 02, 2020 | |||||||||
Forward starting interest rate swap, termination date | Mar. 31, 2024 | |||||||||
Derivative interest rate swap percentage | 3.1005% | |||||||||
Interest Rate Swap | 2019 Swap | ||||||||||
Derivative | ||||||||||
Forward-starting interest rate swap, effective date | Apr. 02, 2020 | |||||||||
Forward starting interest rate swap, termination date | Mar. 31, 2024 | |||||||||
Derivative interest rate swap percentage | 1.901% | |||||||||
Interest Rate Swap | Cash Flow Hedging | ||||||||||
Derivative | ||||||||||
Notional amount | $ 1,500,000 | $ 500,000 | $ 500,000 | |||||||
Interest Rate Swap | Cash Flow Hedging | March 31, 2014 | ||||||||||
Derivative | ||||||||||
Notional amount | $ 1,500,000 | |||||||||
Forward-starting interest rate swap, effective date | Mar. 31, 2014 | |||||||||
Interest Rate Swap | Cash Flow Hedging | April 3, 2017 | ||||||||||
Derivative | ||||||||||
Notional amount | $ 1,250,000 | |||||||||
Forward-starting interest rate swap, effective date | Apr. 03, 2017 | |||||||||
Interest Rate Swap | Cash Flow Hedging | April 1, 2019 | ||||||||||
Derivative | ||||||||||
Notional amount | $ 1,000,000 | |||||||||
Forward-starting interest rate swap, effective date | Apr. 01, 2019 | |||||||||
Interest Rate Swap | Cash Flow Hedging | 2018 Swap | ||||||||||
Derivative | ||||||||||
Notional amount | $ 250,000 | $ 500,000 | $ 500,000 | |||||||
Forward-starting interest rate swap, effective date | Mar. 31, 2021 | Apr. 02, 2020 | ||||||||
Interest Rate Swap | Cash Flow Hedging | 2019 Swap | ||||||||||
Derivative | ||||||||||
Notional amount | $ 250,000 |
Derivative Instruments and He_4
Derivative Instruments and Hedging - Aggregate Fair Value of Derivative Financial Instruments by Balance Sheet Classification and Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Derivative [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Assets | |
Derivative assets | $ 14,198 | |
Derivative liabilities, current | $ 14,670 | |
Derivative liabilities | $ 14,670 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | |
Interest Rate Swap - Current Swaps | ||
Derivative [Line Items] | ||
Derivative assets, current | $ 11,748 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | |
Derivative assets, noncurrent | $ 2,450 | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | |
Derivative liabilities, current | $ 14,670 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | $ (456,404) | $ (548,211) | $ (685,543) | |
Other comprehensive income (loss) before reclassifications, net of tax | [1] | 10,818 | (1,139) | (7,035) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | 2,316 | 7,684 | 9,140 |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | 13,134 | 6,545 | 2,105 |
Less: Net current period other comprehensive loss attributable to the noncontrolling interest | [1] | 98 | ||
Ending balance | (683,815) | (456,404) | (548,211) | |
(Loss) Gain on Qualifying Hedges | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | [1] | (10,843) | (20,979) | (15,529) |
Other comprehensive income (loss) before reclassifications, net of tax | [1] | 19,250 | 2,452 | (14,590) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | 2,316 | 7,684 | 9,140 |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | 21,566 | 10,136 | (5,450) |
Ending balance | [1] | 10,723 | (10,843) | (20,979) |
Loss on Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | [1] | (7,761) | (4,170) | (11,823) |
Other comprehensive income (loss) before reclassifications, net of tax | [1] | (8,432) | (3,591) | 7,555 |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | (8,432) | (3,591) | 7,555 |
Less: Net current period other comprehensive loss attributable to the noncontrolling interest | [1] | 98 | ||
Ending balance | [1] | (16,193) | (7,761) | (4,170) |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | [1] | (18,604) | (25,149) | (27,352) |
Ending balance | [1] | $ (5,470) | $ (18,604) | $ (25,149) |
[1]Amounts in parentheses indicate debits[2]See separate table below for details about these reclassifications |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassifications out of Accumulated Other Comprehensive Loss (Detail) - Reclassification out of Accumulated Other Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | ||
Interest Expense | Interest Rate Contract | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on Qualifying Hedges | [1] | $ (3,090) | $ (10,271) | $ (12,218) |
(Loss) Income Before Income Taxes | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on Qualifying Hedges | [1] | (3,090) | (10,271) | (12,218) |
(Benefit from) provision for income taxes | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on Qualifying Hedges | [1] | 774 | 2,587 | 3,078 |
Net (loss) income | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on Qualifying Hedges | [1] | $ (2,316) | $ (7,684) | $ (9,140) |
[1]Amounts in parentheses indicate debits to profit/loss |
Related Party - Additional Info
Related Party - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 15, 2019 | Oct. 18, 2015 | Jun. 27, 2020 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Related Party Transaction [Line Items] | ||||||
Initial agreement term | 5 years | |||||
Fully vested option to purchase shares of common stock | 2,227 | |||||
Dividend yield | 0% | 0% | 0% | |||
Volatility rate | 56.70% | |||||
Risk-free interest rate | 1.13% | |||||
Ms. Winfrey | ||||||
Related Party Transaction [Line Items] | ||||||
Fully vested option to purchase shares of common stock | 3,276 | |||||
Dividend yield | 0% | |||||
Volatility rate | 63.68% | |||||
Risk-free interest rate | 0.41% | |||||
Accounts payable to related parties | $ 0 | $ 120 | ||||
Number of shares sold by related party | 1,542 | 2,782 | ||||
Stock options exercised by related party | 581 | 1,118 | ||||
Ms. Winfrey | Selling, General and Administrative Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation expense | $ 32,686 | |||||
Ms. Winfrey and her related entities | ||||||
Related Party Transaction [Line Items] | ||||||
Services provided by related party | $ 861 | $ 918 | $ 2,228 | |||
Reimbursement of actual costs incurred by related party | $ 1,653 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
2023 Plan | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | $ 13,608 | |||
Restructuring expenses after tax | 10,201 | |||
2023 Plan | Employee Severance | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 13,608 | |||
Restructuring liability | 13,608 | |||
2023 Plan | Minimum | Scenario Forecast | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated cost | $ 39,000 | |||
2023 Plan | Minimum | Lease Termination Costs | Scenario Forecast | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated cost | 24,000 | |||
2023 Plan | Minimum | Employee Severance | General and Administrative Expense | Scenario Forecast | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated cost | 15,000 | |||
2023 Plan | Maximum | Scenario Forecast | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated cost | 46,000 | |||
2023 Plan | Maximum | Lease Termination Costs | Scenario Forecast | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated cost | 28,000 | |||
2023 Plan | Maximum | Employee Severance | General and Administrative Expense | Scenario Forecast | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Estimated cost | $ 18,000 | |||
2022 Plan | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 27,181 | |||
Restructuring expenses after tax | 20,375 | |||
2022 Plan | Lease Termination Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 3,791 | |||
Payments | 1,877 | |||
Restructuring liability | 547 | |||
2022 Plan | Employee Severance | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 19,170 | |||
Payments | 10,909 | |||
Restructuring liability | 8,261 | |||
2021 Plan | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | $ 21,534 | |||
Restructuring expenses after tax | 16,109 | |||
2021 Plan | Lease Termination Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 119 | 12,688 | ||
Payments | 777 | 7,640 | ||
Provision estimates | (681) | 3 | ||
Restructuring liability | 0 | |||
2021 Plan | Employee Severance | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 148 | 8,846 | ||
Payments | 3,814 | 4,802 | ||
Provision estimates | 72 | |||
Restructuring liability | 450 | |||
2020 Plan | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | $ 33,092 | |||
Restructuring expenses after tax | 24,756 | |||
2020 Plan | Lease Termination Costs | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 7,989 | |||
Payments | 86 | 4,649 | 645 | |
Provision estimates | (116) | (470) | ||
Restructuring liability | 0 | |||
2020 Plan | Employee Severance | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses | 25,103 | |||
Payments | 1,202 | 6,773 | 15,434 | |
Provision estimates | (621) | $ (1,136) | $ 180 | |
Restructuring liability | $ 117 |
Restructuring - Components of R
Restructuring - Components of Restructuring Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
2023 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 13,608 | ||
2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 27,181 | ||
2021 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 21,534 | ||
2020 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 33,092 | ||
Lease Termination Costs | 2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 3,791 | ||
Lease Termination Costs | 2021 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 119 | 12,688 | |
Lease Termination Costs | 2020 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 7,989 | ||
Employee Severance | 2023 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 13,608 | ||
Employee Severance | 2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 19,170 | ||
Employee Severance | 2021 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 148 | $ 8,846 | |
Employee Severance | 2020 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 25,103 | ||
Lease Impairments | 2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 2,680 | ||
Other Costs | 2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 1,540 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
2023 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 13,608 | ||
2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 27,181 | ||
2021 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 21,534 | ||
2020 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 33,092 | ||
Cost of Revenues | 2023 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 1,798 | ||
Cost of Revenues | 2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 6,476 | ||
Cost of Revenues | 2021 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 16,727 | ||
Cost of Revenues | 2020 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 23,300 | ||
Selling, General and Administrative Expenses | 2023 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | 11,810 | ||
Selling, General and Administrative Expenses | 2022 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 20,705 | ||
Selling, General and Administrative Expenses | 2021 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 4,807 | ||
Selling, General and Administrative Expenses | 2020 Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Total restructuring expenses | $ 9,792 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Weekend Health, Inc. $ / shares in Units, $ in Thousands | Mar. 04, 2023 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Business acquisition, purchase price | $ 132,000 |
Business acquisition, purchase price at closing | 100,000 |
Business acquisition, cash payment | 65,000 |
Cash Paid on First Anniversary of Closing | |
Subsequent Event [Line Items] | |
Business acquisition, cash payment | 16,000 |
Cash Paid on Second Anniversary of Closing | |
Subsequent Event [Line Items] | |
Business acquisition, cash payment | 16,000 |
Common Stock | |
Subsequent Event [Line Items] | |
Newly issued shares of common stock | $ 35,000 |
Common stock price per share | $ / shares | $ 4.34 |
Minimum | |
Subsequent Event [Line Items] | |
Cash | $ 26,000 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts and Reserves (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | ||
Allowance for credit losses | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | $ 1,726 | $ 2,298 | $ 1,813 | |
Additions charged to Costs and Expenses | (460) | (214) | 411 | |
Deductions | [1] | (290) | (358) | 74 |
Balance at End of Period | 976 | 1,726 | 2,298 | |
Inventory and other reserves | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | 7,141 | 10,239 | 4,685 | |
Additions charged to Costs and Expenses | 6,796 | 7,657 | 16,425 | |
Deductions | [1] | (7,469) | (10,755) | (10,871) |
Balance at End of Period | 6,468 | 7,141 | 10,239 | |
Tax valuation allowance | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | 10,083 | 7,190 | 6,760 | |
Additions charged to Costs and Expenses | 27,871 | 1,266 | 792 | |
Additions charged to Other Accounts | (143) | 4,437 | 141 | |
Deductions | [1] | (1,993) | (2,810) | (503) |
Balance at End of Period | $ 35,818 | $ 10,083 | $ 7,190 | |
[1]Primarily represents the utilization of established reserves, net of recoveries, where applicable. |