Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 28, 2020 | Apr. 21, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 28, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WW | |
Entity Registrant Name | WW INTERNATIONAL, INC. | |
Entity Central Index Key | 0000105319 | |
Current Fiscal Year End Date | --01-02 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 67,534,812 | |
Entity Current Reporting Status | Yes | |
Entity Shell 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 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 292,273 | $ 182,736 |
Receivables (net of allowances: March 28, 2020 - $1,599 and December 28, 2019 - $1,813) | 42,725 | 30,519 |
Inventories | 34,131 | 27,204 |
Prepaid income taxes | 26,573 | 8,395 |
Prepaid marketing and advertising | 8,153 | 15,954 |
Prepaid expenses and other current assets | 28,787 | 30,582 |
TOTAL CURRENT ASSETS | 432,642 | 295,390 |
Property and equipment, net | 63,186 | 54,066 |
Operating lease assets | 149,757 | 151,983 |
Franchise rights acquired | 748,053 | 753,445 |
Goodwill | 150,457 | 157,916 |
Other intangible assets, net | 59,498 | 59,031 |
Deferred income taxes | 13,977 | 14,319 |
Other noncurrent assets | 16,102 | 12,164 |
TOTAL ASSETS | 1,633,672 | 1,498,314 |
CURRENT LIABILITIES | ||
Portion of long-term debt due within one year | 244,250 | 96,250 |
Portion of operating lease liabilities due within one year | 33,843 | 33,236 |
Accounts payable | 45,849 | 29,064 |
Salaries and wages payable | 45,043 | 66,656 |
Accrued marketing and advertising | 18,212 | 14,815 |
Accrued interest | 30,308 | 24,637 |
Other accrued liabilities | 46,850 | 43,558 |
Derivative payable | 34,903 | 21,597 |
Income taxes payable | 1,610 | 3,644 |
Deferred revenue | 59,415 | 60,613 |
TOTAL CURRENT LIABILITIES | 560,283 | 394,070 |
Long-term debt, net | 1,462,140 | 1,479,920 |
Long-term operating lease liabilities | 125,535 | 128,464 |
Deferred income taxes | 184,605 | 175,235 |
Other | 1,952 | 2,446 |
TOTAL LIABILITIES | 2,334,515 | 2,180,135 |
Redeemable noncontrolling interest | 3,630 | 3,722 |
TOTAL DEFICIT | ||
Common stock, $0 par value; 1,000,000 shares authorized; 120,352 shares issued at March 28, 2020 and December 28, 2019 | 0 | 0 |
Treasury stock, at cost, 52,899 shares at March 28, 2020 and 52,933 shares at December 28, 2019 | (3,156,907) | (3,158,274) |
Retained earnings | 2,496,660 | 2,500,083 |
Accumulated other comprehensive loss | (44,226) | (27,352) |
TOTAL DEFICIT | (704,473) | (685,543) |
TOTAL LIABILITIES AND TOTAL DEFICIT | $ 1,633,672 | $ 1,498,314 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowances | $ 1,599 | $ 1,813 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 120,352,000 | 120,352,000 |
Treasury stock, shares | 52,899,000 | 52,933,000 |
CONSOLIDATED STATEMENTS OF NET
CONSOLIDATED STATEMENTS OF NET INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Revenues, net | $ 400,361 | $ 363,164 |
Cost of revenues | 189,370 | 162,216 |
Gross profit | 210,991 | 200,948 |
Marketing expenses | 117,933 | 114,249 |
Selling, general and administrative expenses | 64,526 | 64,802 |
Goodwill impairment | 3,665 | 0 |
Operating income | 24,867 | 21,897 |
Interest expense | 31,551 | 35,195 |
Other expense, net | 24 | 303 |
Loss before income taxes | (6,708) | (13,601) |
Benefit from income taxes | (651) | (2,875) |
Net loss | (6,057) | (10,726) |
Net (income) loss attributable to the noncontrolling interest | (6) | 39 |
Net loss attributable to WW International, Inc. | $ (6,063) | $ (10,687) |
Net loss per share attributable to WW International, Inc. | ||
Basic | $ (0.09) | $ (0.16) |
Diluted | $ (0.09) | $ (0.16) |
Weighted average common shares outstanding | ||
Basic | 67,436 | 66,964 |
Diluted | 67,436 | 66,964 |
Service | ||
Revenues, net | $ 324,657 | $ 306,726 |
Cost of revenues | 135,566 | 128,957 |
Product and Other | ||
Revenues, net | 75,704 | 56,438 |
Cost of revenues | $ 53,804 | $ 33,259 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (6,057) | $ (10,726) |
Other comprehensive loss: | ||
Foreign currency translation (loss) gain | (9,820) | 1,714 |
Income tax benefit (expense) on foreign currency translation (loss) gain | 2,499 | (435) |
Foreign currency translation (loss) gain, net of taxes | (7,321) | 1,279 |
Loss on derivatives | (12,956) | (7,361) |
Income tax benefit on loss on derivatives | 3,305 | 1,867 |
Loss on derivatives, net of taxes | (9,651) | (5,494) |
Total other comprehensive loss | (16,972) | (4,215) |
Comprehensive loss | (23,029) | (14,941) |
Net (income) loss attributable to the noncontrolling interest | (6) | 39 |
Foreign currency translation loss, net of taxes attributable to the noncontrolling interest | 98 | 6 |
Comprehensive loss attributable to the noncontrolling interest | 92 | 45 |
Comprehensive loss attributable to WW International, Inc. | $ (22,937) | $ (14,896) |
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 Income (Loss) | Retained Earnings |
Beginning Balance at Dec. 29, 2018 | $ (808,943) | $ 3,913 | $ 0 | $ (3,175,624) | $ (15,757) | $ 2,382,438 |
Beginning balance (in shares) at Dec. 29, 2018 | 120,352 | 53,396 | ||||
Comprehensive loss | (14,896) | (45) | (4,209) | (10,687) | ||
Issuance of treasury stock under stock plans | 93 | $ 753 | (660) | |||
Issuance of treasury stock under stock plans (in shares) | (21) | |||||
Compensation expense on share- based awards | 4,812 | 4,812 | ||||
Ending balance at Mar. 30, 2019 | (818,934) | 3,868 | $ 0 | $ (3,174,871) | (19,966) | 2,375,903 |
Ending balance (in shares) at Mar. 30, 2019 | 120,352 | 53,375 | ||||
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 loss | (22,937) | (92) | (16,874) | (6,063) | ||
Issuance of treasury stock under stock plans | 42 | $ 1,367 | (1,325) | |||
Issuance of treasury stock under stock plans (in shares) | (34) | |||||
Compensation expense on share- based awards | 3,965 | 3,965 | ||||
Ending balance at Mar. 28, 2020 | $ (704,473) | $ 3,630 | $ 0 | $ (3,156,907) | $ (44,226) | $ 2,496,660 |
Ending balance (in shares) at Mar. 28, 2020 | 120,352 | 52,899 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Operating activities: | ||
Net loss | $ (6,057) | $ (10,726) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 12,211 | 11,405 |
Amortization of deferred financing costs and debt discount | 2,184 | 2,208 |
Goodwill impairment | 3,665 | 0 |
Share-based compensation expense | 3,965 | 4,812 |
Deferred tax provision (benefit) | 14,624 | (433) |
Allowance for doubtful accounts | (221) | (290) |
Reserve for inventory obsolescence | 2,664 | 2,243 |
Foreign currency exchange rate loss | 916 | 173 |
Changes in cash due to: | ||
Receivables | (12,275) | (3,316) |
Inventories | (9,690) | (8,059) |
Prepaid expenses | (9,287) | 1,105 |
Accounts payable | 15,400 | 2,171 |
Accrued liabilities | (6,799) | (326) |
Deferred revenue | (487) | 6,925 |
Other long term assets and liabilities, net | (384) | 272 |
Income taxes | (2,013) | (940) |
Cash provided by operating activities | 8,416 | 7,224 |
Investing activities: | ||
Capital expenditures | (13,533) | (4,059) |
Capitalized software expenditures | (7,330) | (7,167) |
Other items, net | (5,051) | 3 |
Cash used for investing activities | (25,914) | (11,223) |
Financing activities: | ||
Net borrowings on revolver | 148,000 | 0 |
Payments on long-term debt | (19,250) | (38,500) |
Taxes paid related to net share settlement of equity awards | (600) | (381) |
Proceeds from stock options exercised | 120 | 127 |
Other items, net | (64) | (80) |
Cash provided by (used for) financing activities | 128,206 | (38,834) |
Effect of exchange rate changes on cash and cash equivalents | (1,171) | (783) |
Net increase (decrease) in cash and cash equivalents | 109,537 | (43,616) |
Cash and cash equivalents, beginning of period | 182,736 | 236,974 |
Cash and cash equivalents, end of period | $ 292,273 | $ 193,358 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. 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 the Personal Coaching + Digital product. The Company’s “Studio + Digital” business refers to providing access to the Company’s weekly in-person workshops combined with the Company’s digital subscription product offerings to commitment plan subscribers. The “Studio + Digital” business also includes the provision of access to workshops for members who do not subscribe to commitment plans, including the Company’s The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include amounts that are based on management’s best estimates and judgments. While all available information has been considered, actual amounts could differ from those estimates. For example, the global outbreak of the coronavirus (COVID-19) has had and will continue to have a significant adverse impact on the Company’s business as well as on the business environment and the markets in which it operates. This global health crisis has also had a significant adverse effect on overall economic conditions and the Company expects consumer demand to continue to be negatively impacted due to changes in consumer behavior and confidence and health concerns. The situation remains dynamic and subject to rapid and possibly significant change, and accordingly the magnitude and duration of the negative impact to the Company’s business from the COVID-19 pandemic cannot be predicted with certainty. The Company considered the impact of COVID-19 on the assumptions and estimates used when preparing its Quarterly Report on Form 10-Q quarterly financial statements. 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. The consolidated financial statements 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. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s operating results for any interim period are not necessarily indicative of future or annual results. The consolidated financial statements are unaudited and, accordingly, they do not include all of the information necessary for a comprehensive presentation of results of operations, financial position and cash flow activity required by GAAP for complete financial statements but, in the opinion of management, reflect all adjustments including those of a normal recurring nature necessary for a fair statement of the interim results presented. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal 2019 filed on February 25, 2020, which includes additional information about the Company, its results of operations, its financial position and its cash flows. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 2. In December 2019, the Financial Accounting Standards Board (the “FASB”) For a discussion of the Company’s significant accounting policies, see “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for fiscal 2019. For a discussion of accounting standards adopted in the current year, see Note 3. |
Accounting Standards Adopted in
Accounting Standards Adopted in Current Year | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Accounting Standards Adopted in Current Year | 3. In August 2018, the FASB issued updated guidance addressing customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract, which requires customers to apply internal-use software guidance to determine the implementation costs that are able to be capitalized. Capitalized implementation costs are required to be amortized over the term of the arrangement, beginning when the cloud computing arrangement is ready for its intended use. On December 29, 2019, the Company adopted the updated guidance on a prospective basis to all software implementation costs incurred after the date of adoption. T he adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 28, 2020 | |
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 L March 28, 2020 The Company’s operating and finance leases are primarily for its studios, corporate offices, data centers and certain equipment, including automobiles. At March 28, 2020 and December 28, 2019, the Company’s lease assets and lease liabilities were as follows: March 28, 2020 December 28, 2019 Assets: Operating lease assets $ 149,757 $ 151,983 Finance lease assets 190 259 Total leased assets $ 149,947 $ 152,242 Liabilities: Current Operating $ 33,843 $ 33,236 Finance 127 126 Noncurrent Operating $ 125,535 $ 128,464 Finance 63 96 Total lease liabilities $ 159,568 $ 161,922 For the three months ended March 28, 2020 and March 30, 2019, the components of the Company’s lease expense were as follows: Three Months Ended March 28, March 30, 2020 2019 Operating lease cost: Fixed lease cost $ 12,641 $ 13,372 Variable lease cost 11 0 Total operating lease cost $ 12,652 $ 13,372 Finance lease cost: Amortization of leased assets 64 80 Interest on lease liabilities 3 8 Total finance lease cost $ 67 $ 88 Total lease cost $ 12,719 $ 13,460 At March 28, 2020 and December 28, 2019, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: March 28, 2020 December 28, 2019 Weighted Average Remaining Lease Term (years) Operating leases 6.94 7.06 Finance leases 2.29 2.43 Weighted Average Discount Rate Operating leases 6.95 7.02 Finance leases 6.01 5.97 The Company’s leases have remaining lease terms of 0 to 12 years with a weighted average lease term of 6.93 years as of March 28, 2020. At March 28, 2020, 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 Remainder of fiscal 2020 $ 32,544 $ 102 $ 32,646 2021 40,804 51 40,855 2022 29,553 22 29,575 2023 21,385 24 21,409 2024 16,007 5 16,012 Thereafter 66,061 0 66,061 Total lease payments $ 206,354 $ 204 $ 206,558 Less imputed interest 46,976 14 46,990 Present value of lease liabilities $ 159,378 $ 190 $ 159,568 Supplemental cash flow information related to leases for the three months ended March 28, 2020 and March 30, 2019 were as follows: Three Months Ended March 28, March 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 12,701 $ 12,742 Operating cash flows from finance leases $ 3 $ 8 Financing cash flows from finance leases $ 64 $ 80 Leased assets obtained in exchange for new operating lease liabilities $ 8,488 $ 887 Leased assets obtained in exchange for new finance lease liabilities $ 0 $ 0 |
Revenue
Revenue | 3 Months Ended |
Mar. 28, 2020 | |
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. The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 28, March 30, 2020 2019 Digital Subscription Revenues $ 174,545 $ 148,855 Studio + Digital Fees 150,112 157,871 Service Revenues, net $ 324,657 $ 306,726 Product sales and other, net 75,704 56,438 Revenues, net $ 400,361 $ 363,164 The following tables present the Company’s revenues disaggregated by revenue source and segment: Three Months Ended March 28, 2020 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 116,349 $ 46,638 $ 7,576 $ 3,982 $ 174,545 Studio + Digital Fees 112,843 21,519 11,129 4,621 150,112 Service Revenues, net $ 229,192 $ 68,157 $ 18,705 $ 8,603 $ 324,657 Product sales and other, net 54,514 11,833 6,323 3,034 75,704 Revenues, net $ 283,706 $ 79,990 $ 25,028 $ 11,637 $ 400,361 Three Months Ended March 30, 2019 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 98,760 $ 40,183 $ 6,418 $ 3,494 $ 148,855 Studio + Digital Fees 117,599 23,949 11,263 5,060 157,871 Service Revenues, net $ 216,359 $ 64,132 $ 17,681 $ 8,554 $ 306,726 Product sales and other, net 33,652 12,025 6,930 3,831 56,438 Revenues, net $ 250,011 $ 76,157 $ 24,611 $ 12,385 $ 363,164 Information about Contract Balances For Service Revenues, the Company typically collects 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 are as follows: Deferred Deferred Revenue Revenue-Long Term Balance as of December 28, 2019 $ 60,613 $ 54 Net (decrease) increase during the period (1,198 ) 4 Balance as of March 28, 2020 $ 59,415 $ 58 Revenue recognized from amounts included in current deferred revenue as of December 28, 2019 was $50,669 for the three months ended March 28, 2020. The Company’s long-term deferred revenue, which is included in other liabilities on the Company’s consolidated balance sheet, had a balance of $58 and $54 at March 28, 2020 and December 28, 2019, respectively, for 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. |
Franchise Rights Acquired, Good
Franchise Rights Acquired, Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 28, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Franchise Rights Acquired, Goodwill and Other Intangible Assets | 6 . 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 three months ended March 28, 2020, the change in the carrying value of franchise rights acquired was primarily due to the effect of exchange rate changes. 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, Inc. (formerly known as WeightWatchers.com, Inc.) in 2005, the Company’s franchised territories and the majority interest in Vigilantes do Peso Marketing Ltda. For the three months ended March 28, 2020, the change in the carrying amount of goodwill was due to the impairment charge of the Company’s Brazil reporting unit and the effect of exchange rate changes as follows: North Continental United America Europe Kingdom Other Total Balance as of December 28, 2019 $ 143,940 $ 7,015 $ 1,213 $ 5,748 $ 157,916 Goodwill impairment 0 0 0 (3,665 ) (3,665 ) Effect of exchange rate changes (2,642 ) (201 ) (59 ) (892 ) (3,794 ) Balance as of March 28, 2020 $ 141,298 $ 6,814 $ 1,154 $ 1,191 $ 150,457 Brazil Goodwill Impairment With respect to the Company’s 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 making this decision together with the negative impact of COVID-19, the ongoing challenging economic environment in Brazil and the Company’s reduced expectations regarding the reporting unit’s future operating cash flows required the Company to perform an interim goodwill impairment analysis. In performing this 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 $3,665, which comprises the remaining balance of goodwill for this reporting unit. As it relates to the 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 average cost of capital, which included the cost of equity and the cost of debt. The cost of equity was determined by combining a risk-free rate of return and a market risk premium for the Company’s peer group. The risk-free rate of return was determined based on the average rate of long-term U.S. Treasury securities. The market risk premium was determined by reviewing external market data including the current economic conditions in Brazil and the country specific risk thereon, all as reflected in the discount rate. The cost of debt was determined by estimating the Company’s current borrowing rate. Finite-lived Intangible Assets The carrying values of finite-lived intangible assets as of March 28, 2020 and December 28, 2019 were as follows: March 28, 2020 December 28, 2019 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Capitalized software costs $ 121,145 $ 98,632 $ 119,537 $ 97,588 Website development costs 82,084 54,966 77,823 50,748 Trademarks 11,914 11,285 11,869 11,228 Other 14,000 4,762 14,003 4,637 Trademarks and other intangible assets $ 229,143 $ 169,645 $ 223,232 $ 164,201 Franchise rights acquired 7,942 4,433 8,180 4,618 Total finite-lived intangible assets $ 237,085 $ 174,078 $ 231,412 $ 168,819 Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $7,165 and $7,556 for the three months ended March 28, 2020 and March 30, 2019, respectively. Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter is as follows: Remainder of fiscal 2020 $ 20,432 Fiscal 2021 $ 20,233 Fiscal 2022 $ 10,169 Fiscal 2023 $ 1,992 Fiscal 2024 and thereafter $ 10,181 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 28, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7 . The components of the Company’s long-term debt were as follows: March 28, 2020 December 28, 2019 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 November 29, 2022 $ 148,000 $ 0 $ 0 3.18 % $ 0 $ 0 $ 0 0.00 % Term Loan Facility due November 29, 2024 1,286,000 6,092 20,533 7.32 % 1,305,250 6,418 21,634 7.93 % Notes due December 1, 2025 300,000 985 0 8.62 % 300,000 1,028 0 8.72 % Total $ 1,734,000 $ 7,077 $ 20,533 7.54 % $ 1,605,250 $ 7,446 $ 21,634 8.07 % Less: Current portion 244,250 96,250 Unamortized deferred financing costs 7,077 7,446 Unamortized debt discount 20,533 21,634 Total long-term debt $ 1,462,140 $ 1,479,920 (1) Includes amortization of deferred financing costs and debt discount. On November 29, 2017, the Company refinanced its then-existing credit facilities (hereinafter referred to as “the November 2017 debt refinancing”) consisting of $1,930,386 of borrowings under a term loan facility and an undrawn $50,000 revolving credit facility with $1,565,000 of borrowings under its new credit facilities, consisting of a $1,540,000 term loan facility and a $150,000 revolving credit facility (of which $25,000 was drawn upon at the time of the November 2017 debt refinancing and repaid on January 29, 2018) (collectively, the “Credit Facilities”), and $300,000 in aggregate principal amount of 8.625% Senior Notes due 2025 (the “Notes”). During the fourth quarter of fiscal 2017, t Senior Secured Credit Facilities The Credit Facilities were issued under a new credit agreement, dated November 29, 2017 (the “Credit Agreement”), among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent and an issuing bank, Bank of America, N.A., as an issuing bank, and Citibank, N.A., as an issuing bank. The Credit Facilities consist of (1) $1,540,000 in aggregate principal amount of senior secured tranche B term loans due in 2024 (the “Term Loan Facility”) and (2) a $150,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2022 (the “Revolving Credit Facility”). On both May 31, 2019 and October 10, 2019 $526 On March 23, 2020, as a precautionary measure in light of the COVID-19 outbreak, the Company drew down $148,000 on the Revolving Credit Facility in order to enhance its cash position and to provide additional financial flexibility. The revolver borrowing has been classified as a short-term liability in connection with the Company’s monthly interest elections. As of March 28, 2020, the Company had $ 1,434,000 under the Revolving Credit Facility. The outstanding balance under the Revolving Credit Facility is included in the current portion of long-term debt on the Company’s consolidated balance sheet as . 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 domestic material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such first-tier non-U.S. subsidiary), subject to certain exceptions; and • a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions. Under the terms of the Credit Agreement, depending on the Company’s Consolidated First Lien Net Debt Leverage Ratio (as used in the Credit Agreement), on an annual basis on or about the time the Company is required to deliver its financial statements for any fiscal year, the Company is obligated to offer to prepay a portion of the outstanding principal amount of the Term Loan Facility in an aggregate amount determined by a percentage of its annual excess cash flow (as defined in the Credit Agreement) (said payment, a “Cash Flow Sweep”). 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 higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase 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 1.75% 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 0.75%. 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 higher of (i) the Federal Funds Effective Rate and (ii) the Overnight Bank Funding Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of JPMorgan Chase 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% 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. As of March 28, 2020, the applicable margins for the LIBOR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 4.75% and 2.25%, 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. If the Company fails to do so, its borrowings will be based off of the alternative base rate plus a margin. 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 Net Debt Leverage Ratio. Based on the Company’s Consolidated First Lien Net Debt Leverage Ratio as of March 28, 2020, the commitment fee was 0.35% per annum. The Company’s Consolidated First Lien Net Debt Leverage Ratio as of March 28, 2020 was 3.04 :1.00. 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 Company has more than $50,000 of outstanding extensions of credit under the Revolving Credit Facility as of any fiscal quarter end, it must be in compliance with a springing Consolidated First Lien Net Debt Leverage Ratio maintenance covenant of 3.75:1.00. If at any time the Company expects that it will not be in compliance with such maintenance covenant as of the next upcoming fiscal quarter end, the Company expects it will reduce its extensions of credit under the Revolving Credit Facility to $50,000 or less prior to the last day of such fiscal quarter so that it is not required to comply with such springing maintenance covenant. In any such event, the Company would be able to reborrow the full amount under the Revolving Credit Facility subsequent to such fiscal quarter end given the maintenance covenant is only tested as of the last day of each fiscal quarter. As of March 28, 2020, the Company was in compliance with all applicable financial covenants in the Credit Agreement governing the Credit Facilities. Senior Notes The Notes were issued pursuant to an Indenture, dated as of November 29, 2017 (the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee. The Indenture contains customary covenants, events of default and other provisions for an issuer of non-investment grade debt securities. These covenants include limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions. The Notes accrue interest at a rate per annum equal to 8.625% and are due on December 1, 2025. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2018. On or after December 1, 2020, the Company may on any one or more occasions redeem some or all of the Notes at a purchase price equal to 104.313% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 102.156% on or after December 1, 2021 and to 100.000% on or after December 1, 2022. Prior to December 1, 2020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes with an amount not to exceed the net proceeds of certain equity offerings at 108.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to December 1, 2020, the Company may redeem some or all of the Notes at a make-whole price plus accrued and unpaid interest, if any, to, but not including, the redemption date. If a change of control occurs, the Company must offer to purchase for cash the Notes at a purchase price equal to 101% of the principal amount of the 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 Notes at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The Notes are guaranteed on a senior unsecured basis by the Company’s subsidiaries that guarantee the Credit Facilities. Outstanding Debt At March 28, 2020, the Company had $ 1,734,000 1,286,000 At March 28, 2020 and December 28, 2019, 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 12 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 swap then in effect, was approximately 7.19 % |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 28, 2020 | |
Earnings Per Share [Abstract] | |
Per Share Data | 8. Basic net loss per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted net loss 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 loss per share data: Three Months Ended March 28, March 30, 2020 2019 Numerator: Net loss attributable to WW International, Inc. $ (6,063 ) $ (10,687 ) Denominator: Weighted average shares of common stock outstanding 67,436 66,964 Effect of dilutive common stock equivalents 0 0 Weighted average diluted common shares outstanding 67,436 66,964 Net loss per share attributable to WW International, Inc. Basic $ (0.09 ) $ (0.16 ) Diluted $ (0.09 ) $ (0.16 ) The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted net loss per share was 4,042 and 4,223 for the three months ended March 28, 2020 and March 30, 2019, respectively. |
Stock Plans
Stock Plans | 3 Months Ended |
Mar. 28, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | 9 . 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”), 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 stock option and/or restricted stock unit (including performance-based stock unit with both time- and performance-vesting criteria (“PSUs”)) awards. From time to time, the Company has granted fully-vested shares of its common stock to individuals in connection with special circumstances. The Company’s Board of Directors or a committee thereof administers the 2014 Plan. In fiscal 2019, the Company granted 280.1 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs will be satisfied if the Company has achieved a certain annual operating income objective for the performance period of fiscal 2021. Pursuant to these awards, the number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria, shall be equal to (x) the target number of PSUs granted multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The Company is currently accruing compensation expense to what it believes is the probable 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 will be satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs will be satisfied if the Company has achieved a certain annual operating income objective for the performance period of fiscal 2020. Pursuant to these awards, the number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria, shall be equal to (x) the target number of PSUs granted multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The applicable achievement percentage shall increase in the event the Company has achieved a certain revenue target during such performance period. The Company is currently accruing compensation expense to what it believes is the probable 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 time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on May 15, 2020. Certain of the The performance-vesting criteria for the fiscal 2019 performance year was not satisfied. When the performance measure was met, if at all, for a particular 2017 Award Performance Year (i.e., each fiscal year over a three-year In fiscal 2016, the Company granted 289.9 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 satisfied when the Company achieved a Debt Ratio (as defined in the applicable term sheet for these PSU awards and based on a Debt to EBITDAS ratio (each, as defined therein)) at levels at or below 4.5x over the performance period from December 31, 2017 to December 29, 2018. Pursuant to these awards, the number of PSUs that became vested in fiscal 2019 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 28, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 0 . Income Taxes The effective tax rates for the three months ended March 28, 2020 and March 30, 2019 were 9.7% and 21.1%, respectively. For the three months ended March 28, 2020, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to an impairment of its Brazil reporting unit which has a full valuation allowance, a $1,305 tax expense related to global intangible low-taxed income (“GILTI”) a $1,243 tax benefit the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to versus the prior year period GILTI. The effective tax rate for was partially offset by a benefit related to foreign-derived intangible income. 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 limitations, refundable payroll tax credits, and deferment of the employer portion of certain payroll taxes. The Company does not expect these changes to have a significant impact on its effective tax rate. |
Legal
Legal | 3 Months Ended |
Mar. 28, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal | 1 1 . Securities Class Action and Derivative Matters In March 2019, two substantially identical class action complaints alleging violations of the federal securities laws were filed by individual shareholders against the Company, certain of the Company’s current officers and the Company’s former controlling shareholder, Artal Group S.A. (“Artal”), in the United States District Court for the Southern District of New York. The actions were consolidated and lead plaintiffs were appointed in June 2019. A consolidated amended complaint was filed on July 29, 2019, naming as defendants the Company, certain of the Company’s current officers and directors, and Artal and certain of its affiliates. A second consolidated amended complaint was filed on September 27, 2019. The operative complaint asserts claims on behalf of all purchasers of the Company’s common stock between May 4, 2018 and February 26, 2019, inclusive (the “Class Period”), including purchasers of the Company’s common stock traceable to the May 2018 secondary offering of the Company’s common stock by certain of its shareholders. The complaint alleges that, during the Class Period, the defendants disseminated materially false and misleading statements and/or concealed or recklessly disregarded material adverse facts. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, and with respect to the secondary offering, under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. The plaintiffs seek to recover unspecified damages on behalf of the class members. The Company believes that the action is without merit and intends to vigorously defend it. The Company filed a motion to dismiss the complaint on October 31, 2019. Between March and July 2019 Other Litigation Matters Due to the nature of the Company’s activities, it is also, at times, subject to other pending and threatened legal actions, including patent and other intellectual property 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. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 3 Months Ended |
Mar. 28, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | 1 2 . As of March 28, 2020 and December 28, 2019, the Company had in effect an interest rate swap with a notional amount totaling $1,000,000. 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 qualifies for hedge accounting and, therefore, changes in the fair value of this swap have been 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 is $500,000. During the term of this swap, the notional amount will decrease 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 (together with the 2018 swap, the “future 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 future swaps qualify for hedge accounting and, therefore, changes in the fair value of the future swaps have been recorded in accumulated other comprehensive loss. As of March 28, 2020 and December 28, 2019, cumulative unrealized losses for qualifying hedges were reported as a component of accumulated other comprehensive loss in the amounts of $25,180 ($33,812 before taxes) and $15,529 ($20,856 before taxes), respectively. As of March 28, 2020, the fair value of the Company’s then-effective swap was a liability of $1,138, which is included in derivative payable in the consolidated balance sheet. As of March 28, 2020, the fair value of the Company’s future swaps was a liability of $33,765, which is included in derivative payable in the consolidated balance sheet. As of December 28, 2019, the fair value of the Company’s then-effective As of December 28, 2019, the fair value of the Company’s future swaps was a liability of $19,716, which is included in derivative payable in the consolidated balance sheet. The Company is hedging forecasted transactions for periods not exceeding the next five years. The Company expects approximately $10,513 ($14,093 before taxes) of derivative losses included in accumulated other comprehensive loss at March 28, 2020, based on current market rates, will be reclassified into earnings within the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 28, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 1 3 . 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 March 28, 2020 and December 28, 2019. The fair value of the Company’s borrowings under the Revolving Credit Facility approximated a carrying value of $148,000 and $0 at March 28, 2020 and December 28, 2019, respectively, due to the nature of the debt (Level 2 input). 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 March 28, 2020 and December 28, 2019, the fair value of the Company’s long-term debt was approximately $1,427,786 and $1,597,852, respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of $1,558,390 and $1,576,170, 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 12 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 liability at March 28, 2020 $ 34,903 $ 0 $ 34,903 $ 0 Interest rate swap liability at December 28, 2019 $ 21,597 $ 0 $ 21,597 $ 0 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 three months ended March 28, 2020 and the fiscal year ended December 28, 2019. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 28, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 1 4 . Amounts reclassified out of accumulated other comprehensive loss are as follows: Changes in Accumulated Other Comprehensive Loss by Component (a) Three Months Ended March 28, 2020 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 before reclassifications, net of tax (10,471 ) (7,321 ) (17,792 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) 820 0 820 Net current period other comprehensive loss including noncontrolling interest (9,651 ) (7,321 ) (16,972 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 98 98 Ending balance at March 28, 2020 $ (25,180 ) $ (19,046 ) $ (44,226 ) (a) Amounts in parentheses indicate debits (b) See separate table below for details about these reclassifications Three Months Ended March 30, 2019 Loss on Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at December 29, 2018 $ (1,175 ) $ (14,582 ) $ (15,757 ) Other comprehensive (loss) income before reclassifications, net of tax (4,552 ) 1,279 (3,273 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) (942 ) 0 (942 ) Net current period other comprehensive (loss) income including noncontrolling interest (5,494 ) 1,279 (4,215 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 6 6 Ending balance at March 30, 2019 $ (6,669 ) $ (13,297 ) $ (19,966 ) (a) Amounts in parentheses indicate debits (b) See separate table below for details about these reclassifications Reclassifications out of Accumulated Other Comprehensive Loss (a) Three Months Ended March 28, March 30, 2020 2019 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 $ (1,099 ) $ 1,262 Interest expense (1,099 ) 1,262 Loss before income taxes 279 (320 ) Benefit from income taxes $ (820 ) $ 942 Net loss (a) Amounts in parentheses indicate debits to profit/loss |
Segment Data
Segment Data | 3 Months Ended |
Mar. 28, 2020 | |
Segment Reporting [Abstract] | |
Segment Data | 1 5 . The Company has four reportable segments based on an integrated geographical structure as follows: North America, Continental Europe (CE), United Kingdom and Other. Other consists of Australia, New Zealand and emerging markets operations and franchise revenues and related costs, all of which have been grouped together as if they were a single reportable segment because they do not meet any of the quantitative thresholds and are immaterial for separate disclosure. To be consistent with the information that is presented to the chief operating decision maker, the Company does not include intercompany activity in the segment results. Information about the Company’s reportable segments is as follows: Total Revenue, net Three Months Ended March 28, 2020 March 30, 2019 North America $ 283,706 $ 250,011 Continental Europe 79,990 76,157 United Kingdom 25,028 24,611 Other 11,637 12,385 Total revenue, net $ 400,361 $ 363,164 Net Loss Three Months Ended March 28, 2020 March 30, 2019 Segment operating income: North America $ 45,253 $ 41,113 Continental Europe 13,572 10,076 United Kingdom (837 ) (751 ) Other (2,776 ) (331 ) Total segment operating income 55,212 50,107 General corporate expenses 30,345 28,210 Interest expense 31,551 35,195 Other expense, net 24 303 Benefit from income taxes (651 ) (2,875 ) Net loss $ (6,057 ) $ (10,726 ) Net (income) loss attributable to the noncontrolling interest (6 ) 39 Net loss attributable to WW International, Inc. $ (6,063 ) $ (10,687 ) Depreciation and Amortization Three Months Ended March 28, 2020 March 30, 2019 North America $ 10,527 $ 9,303 Continental Europe 388 381 United Kingdom 262 285 Other 97 112 Total segment depreciation and amortization 11,274 10,081 General corporate depreciation and amortization 3,121 3,532 Depreciation and amortization $ 14,395 $ 13,613 |
Related Party
Related Party | 3 Months Ended |
Mar. 28, 2020 | |
Related Party Transactions [Abstract] | |
Related Party | 1 6 . 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 shares of the Company’s common stock (the "Winfrey Amendment Option") which shall become exercisable at any time after the date on which shareholder approval of such option becomes effective. The amendment to the Strategic Collaboration Agreement will not become operative unless and until the Company's shareholders approve the Winfrey Amendment Option on or before June 30, 2020. The Company will submit the Winfrey Amendment Option for shareholder approval at the Company's 2020 annual meeting of shareholders. If the Company’s shareholders do not approve the Winfrey Amendment Option, Ms. Winfrey could terminate the Strategic Collaboration Agreement with the Company as a result. In addition to the Strategic Collaboration Agreement, Ms. Winfrey and her related entities provided services to the Company totaling $938 and $1,283 for the three months ended March 28, 2020 and March 30, 2019, respectively, which services included advertising, production and related fees. Also, 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 March 28, 2020 and December 28, 2019 was $2,188 and $72, respectively. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 28, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 1 7 . Restructuring As previously disclosed, in the first quarter of fiscal 2019, the Company undertook an organizational realignment which resulted in the elimination of certain positions and termination of employment for certain employees The Company recorded expenses in connection with employee termination benefit costs of $6,331 ($4,727 after tax) during the three months ended March 30, 2019. These expenses impacted cost of revenues by $1,425 and selling, general and administrative expense by $4,906. The Company did not record additional expenses in connection with this organizational realignment. All expenses were recorded to general corporate expenses and therefore there was no impact to the segments. For the three months ended March 28, 2020, the Company made payments of $858 towards the liability for these expenses and increased provision estimates by $29. For the fiscal year ended December 28, 2019, the Company made payments of $5,077 towards the liability for these expenses and lowered provision estimates by $83. The Company expects the remaining liability of $342 to be paid in full in fiscal 2020. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Leases [Abstract] | |
Schedule of Lease Assets and Lease Liabilities | At March 28, 2020 and December 28, 2019, the Company’s lease assets and lease liabilities were as follows: March 28, 2020 December 28, 2019 Assets: Operating lease assets $ 149,757 $ 151,983 Finance lease assets 190 259 Total leased assets $ 149,947 $ 152,242 Liabilities: Current Operating $ 33,843 $ 33,236 Finance 127 126 Noncurrent Operating $ 125,535 $ 128,464 Finance 63 96 Total lease liabilities $ 159,568 $ 161,922 |
Schedule of Components of Lease Expense | For the three months ended March 28, 2020 and March 30, 2019, the components of the Company’s lease expense were as follows Three Months Ended March 28, March 30, 2020 2019 Operating lease cost: Fixed lease cost $ 12,641 $ 13,372 Variable lease cost 11 0 Total operating lease cost $ 12,652 $ 13,372 Finance lease cost: Amortization of leased assets 64 80 Interest on lease liabilities 3 8 Total finance lease cost $ 67 $ 88 Total lease cost $ 12,719 $ 13,460 |
Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates | At March 28, 2020 and December 28, 2019, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: March 28, 2020 December 28, 2019 Weighted Average Remaining Lease Term (years) Operating leases 6.94 7.06 Finance leases 2.29 2.43 Weighted Average Discount Rate Operating leases 6.95 7.02 Finance leases 6.01 5.97 |
Schedule of Maturity of Lease Liabilities | At March 28, 2020, 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 Remainder of fiscal 2020 $ 32,544 $ 102 $ 32,646 2021 40,804 51 40,855 2022 29,553 22 29,575 2023 21,385 24 21,409 2024 16,007 5 16,012 Thereafter 66,061 0 66,061 Total lease payments $ 206,354 $ 204 $ 206,558 Less imputed interest 46,976 14 46,990 Present value of lease liabilities $ 159,378 $ 190 $ 159,568 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the three months ended March 28, 2020 and March 30, 2019 were as follows: Three Months Ended March 28, March 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 12,701 $ 12,742 Operating cash flows from finance leases $ 3 $ 8 Financing cash flows from finance leases $ 64 $ 80 Leased assets obtained in exchange for new operating lease liabilities $ 8,488 $ 887 Leased assets obtained in exchange for new finance lease liabilities $ 0 $ 0 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
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: Three Months Ended March 28, March 30, 2020 2019 Digital Subscription Revenues $ 174,545 $ 148,855 Studio + Digital Fees 150,112 157,871 Service Revenues, net $ 324,657 $ 306,726 Product sales and other, net 75,704 56,438 Revenues, net $ 400,361 $ 363,164 |
Schedule of Revenues Disaggregated by Revenue Source and Segment | The following tables present the Company’s revenues disaggregated by revenue source and segment: Three Months Ended March 28, 2020 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 116,349 $ 46,638 $ 7,576 $ 3,982 $ 174,545 Studio + Digital Fees 112,843 21,519 11,129 4,621 150,112 Service Revenues, net $ 229,192 $ 68,157 $ 18,705 $ 8,603 $ 324,657 Product sales and other, net 54,514 11,833 6,323 3,034 75,704 Revenues, net $ 283,706 $ 79,990 $ 25,028 $ 11,637 $ 400,361 Three Months Ended March 30, 2019 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 98,760 $ 40,183 $ 6,418 $ 3,494 $ 148,855 Studio + Digital Fees 117,599 23,949 11,263 5,060 157,871 Service Revenues, net $ 216,359 $ 64,132 $ 17,681 $ 8,554 $ 306,726 Product sales and other, net 33,652 12,025 6,930 3,831 56,438 Revenues, net $ 250,011 $ 76,157 $ 24,611 $ 12,385 $ 363,164 |
Schedule of Accounts Receivable and Deferred Revenues | The opening and ending balances of the Company’s deferred revenues are as follows: Deferred Deferred Revenue Revenue-Long Term Balance as of December 28, 2019 $ 60,613 $ 54 Net (decrease) increase during the period (1,198 ) 4 Balance as of March 28, 2020 $ 59,415 $ 58 |
Franchise Rights Acquired, Go_2
Franchise Rights Acquired, Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Change in Carrying Amount of Goodwill | For the three months ended March 28, 2020, the change in the carrying amount of goodwill was due to the impairment charge of the Company’s Brazil reporting unit and the effect of exchange rate changes as follows: North Continental United America Europe Kingdom Other Total Balance as of December 28, 2019 $ 143,940 $ 7,015 $ 1,213 $ 5,748 $ 157,916 Goodwill impairment 0 0 0 (3,665 ) (3,665 ) Effect of exchange rate changes (2,642 ) (201 ) (59 ) (892 ) (3,794 ) Balance as of March 28, 2020 $ 141,298 $ 6,814 $ 1,154 $ 1,191 $ 150,457 |
Schedule of Carrying Values of Finite-lived Intangible Assets | The carrying values of finite-lived intangible assets as of March 28, 2020 and December 28, 2019 were as follows: March 28, 2020 December 28, 2019 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Capitalized software costs $ 121,145 $ 98,632 $ 119,537 $ 97,588 Website development costs 82,084 54,966 77,823 50,748 Trademarks 11,914 11,285 11,869 11,228 Other 14,000 4,762 14,003 4,637 Trademarks and other intangible assets $ 229,143 $ 169,645 $ 223,232 $ 164,201 Franchise rights acquired 7,942 4,433 8,180 4,618 Total finite-lived intangible assets $ 237,085 $ 174,078 $ 231,412 $ 168,819 |
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 is as follows: Remainder of fiscal 2020 $ 20,432 Fiscal 2021 $ 20,233 Fiscal 2022 $ 10,169 Fiscal 2023 $ 1,992 Fiscal 2024 and thereafter $ 10,181 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | The components of the Company’s long-term debt were as follows: March 28, 2020 December 28, 2019 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 November 29, 2022 $ 148,000 $ 0 $ 0 3.18 % $ 0 $ 0 $ 0 0.00 % Term Loan Facility due November 29, 2024 1,286,000 6,092 20,533 7.32 % 1,305,250 6,418 21,634 7.93 % Notes due December 1, 2025 300,000 985 0 8.62 % 300,000 1,028 0 8.72 % Total $ 1,734,000 $ 7,077 $ 20,533 7.54 % $ 1,605,250 $ 7,446 $ 21,634 8.07 % Less: Current portion 244,250 96,250 Unamortized deferred financing costs 7,077 7,446 Unamortized debt discount 20,533 21,634 Total long-term debt $ 1,462,140 $ 1,479,920 (1) Includes amortization of deferred financing costs and debt discount. |
Per Share Data (Tables)
Per Share Data (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Share Data | The following table sets forth the computation of basic and diluted loss per share data: Three Months Ended March 28, March 30, 2020 2019 Numerator: Net loss attributable to WW International, Inc. $ (6,063 ) $ (10,687 ) Denominator: Weighted average shares of common stock outstanding 67,436 66,964 Effect of dilutive common stock equivalents 0 0 Weighted average diluted common shares outstanding 67,436 66,964 Net loss per share attributable to WW International, Inc. Basic $ (0.09 ) $ (0.16 ) Diluted $ (0.09 ) $ (0.16 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
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 liability at March 28, 2020 $ 34,903 $ 0 $ 34,903 $ 0 Interest rate swap liability at December 28, 2019 $ 21,597 $ 0 $ 21,597 $ 0 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 three months ended March 28, 2020 and the fiscal year ended December 28, 2019. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | Amounts reclassified out of accumulated other comprehensive loss are as follows: Changes in Accumulated Other Comprehensive Loss by Component (a) Three Months Ended March 28, 2020 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 before reclassifications, net of tax (10,471 ) (7,321 ) (17,792 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) 820 0 820 Net current period other comprehensive loss including noncontrolling interest (9,651 ) (7,321 ) (16,972 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 98 98 Ending balance at March 28, 2020 $ (25,180 ) $ (19,046 ) $ (44,226 ) (a) Amounts in parentheses indicate debits (b) See separate table below for details about these reclassifications Three Months Ended March 30, 2019 Loss on Qualifying Hedges Loss on Foreign Currency Translation Total Beginning balance at December 29, 2018 $ (1,175 ) $ (14,582 ) $ (15,757 ) Other comprehensive (loss) income before reclassifications, net of tax (4,552 ) 1,279 (3,273 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) (942 ) 0 (942 ) Net current period other comprehensive (loss) income including noncontrolling interest (5,494 ) 1,279 (4,215 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 6 6 Ending balance at March 30, 2019 $ (6,669 ) $ (13,297 ) $ (19,966 ) (a) Amounts in parentheses indicate debits (b) See separate table below for details about these reclassifications |
Reclassifications out of Accumulated Other Comprehensive Loss | Reclassifications out of Accumulated Other Comprehensive Loss (a) Three Months Ended March 28, March 30, 2020 2019 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 $ (1,099 ) $ 1,262 Interest expense (1,099 ) 1,262 Loss before income taxes 279 (320 ) Benefit from income taxes $ (820 ) $ 942 Net loss (a) Amounts in parentheses indicate debits to profit/loss |
Segment Data (Tables)
Segment Data (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Segment Reporting [Abstract] | |
Information About Reportable Segments | Information about the Company’s reportable segments is as follows: Total Revenue, net Three Months Ended March 28, 2020 March 30, 2019 North America $ 283,706 $ 250,011 Continental Europe 79,990 76,157 United Kingdom 25,028 24,611 Other 11,637 12,385 Total revenue, net $ 400,361 $ 363,164 Net Loss Three Months Ended March 28, 2020 March 30, 2019 Segment operating income: North America $ 45,253 $ 41,113 Continental Europe 13,572 10,076 United Kingdom (837 ) (751 ) Other (2,776 ) (331 ) Total segment operating income 55,212 50,107 General corporate expenses 30,345 28,210 Interest expense 31,551 35,195 Other expense, net 24 303 Benefit from income taxes (651 ) (2,875 ) Net loss $ (6,057 ) $ (10,726 ) Net (income) loss attributable to the noncontrolling interest (6 ) 39 Net loss attributable to WW International, Inc. $ (6,063 ) $ (10,687 ) Depreciation and Amortization Three Months Ended March 28, 2020 March 30, 2019 North America $ 10,527 $ 9,303 Continental Europe 388 381 United Kingdom 262 285 Other 97 112 Total segment depreciation and amortization 11,274 10,081 General corporate depreciation and amortization 3,121 3,532 Depreciation and amortization $ 14,395 $ 13,613 |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Assets: | ||
Operating lease assets | $ 149,757 | $ 151,983 |
Finance lease assets | 190 | 259 |
Total leased assets | 149,947 | 152,242 |
Current | ||
Operating | 33,843 | 33,236 |
Finance | 127 | 126 |
Noncurrent | ||
Operating | 125,535 | 128,464 |
Finance | 63 | 96 |
Total lease liabilities | $ 159,568 | $ 161,922 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Operating lease cost: | ||
Fixed lease cost | $ 12,641 | $ 13,372 |
Variable lease cost | 11 | 0 |
Total operating lease cost | 12,652 | 13,372 |
Finance lease cost: | ||
Amortization of leased assets | 64 | 80 |
Interest on lease liabilities | 3 | 8 |
Total finance lease cost | 67 | 88 |
Total lease cost | $ 12,719 | $ 13,460 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates (Detail) | Mar. 28, 2020 | Dec. 28, 2019 |
Weighted Average Remaining Lease Term (years) | ||
Operating leases | 6 years 11 months 8 days | 7 years 21 days |
Finance leases | 2 years 3 months 14 days | 2 years 5 months 4 days |
Weighted Average Discount Rate | ||
Operating leases | 6.95% | 7.02% |
Finance leases | 6.01% | 5.97% |
Leases - Additional Information
Leases - Additional Information (Detail) | 3 Months Ended |
Mar. 28, 2020 | |
Lessee Lease Description [Line Items] | |
Lease weighted average remaining lease term | 6 years 11 months 4 days |
Minimum | |
Lessee Lease Description [Line Items] | |
Leases, remaining lease term | 0 years |
Maximum | |
Lessee Lease Description [Line Items] | |
Leases, remaining lease term | 12 years |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Operating Leases | ||
Remainder of fiscal 2020 | $ 32,544 | |
2021 | 40,804 | |
2022 | 29,553 | |
2023 | 21,385 | |
2024 | 16,007 | |
Thereafter | 66,061 | |
Total lease payments | 206,354 | |
Less imputed interest | 46,976 | |
Present value of lease liabilities | 159,378 | |
Finance Leases | ||
Remainder of fiscal 2020 | 102 | |
2021 | 51 | |
2022 | 22 | |
2023 | 24 | |
2024 | 5 | |
Thereafter | 0 | |
Total lease payments | 204 | |
Less imputed interest | 14 | |
Present value of lease liabilities | 190 | |
Total | ||
Remainder of fiscal 2020 | 32,646 | |
2021 | 40,855 | |
2022 | 29,575 | |
2023 | 21,409 | |
2024 | 16,012 | |
Thereafter | 66,061 | |
Total lease payments | 206,558 | |
Less imputed interest | 46,990 | |
Present value of lease liabilities | $ 159,568 | $ 161,922 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 12,701 | $ 12,742 |
Operating cash flows from finance leases | 3 | 8 |
Financing cash flows from finance leases | 64 | 80 |
Leased assets obtained in exchange for new operating lease liabilities | 8,488 | 887 |
Leased assets obtained in exchange for new finance lease liabilities | $ 0 | $ 0 |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues Disaggregated by Revenue Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | $ 400,361 | $ 363,164 |
Digital Subscription Revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 174,545 | 148,855 |
Studio + Digital Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 150,112 | 157,871 |
Service Revenues, net | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 324,657 | 306,726 |
Product sales and other, net | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | $ 75,704 | $ 56,438 |
Revenue - Schedule of Revenue_2
Revenue - Schedule of Revenues Disaggregated by Revenue Source and Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | $ 400,361 | $ 363,164 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 283,706 | 250,011 |
Continental Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 79,990 | 76,157 |
United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 25,028 | 24,611 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 11,637 | 12,385 |
Digital Subscription Revenues | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 174,545 | 148,855 |
Digital Subscription Revenues | North America | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 116,349 | 98,760 |
Digital Subscription Revenues | Continental Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 46,638 | 40,183 |
Digital Subscription Revenues | United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 7,576 | 6,418 |
Digital Subscription Revenues | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 3,982 | 3,494 |
Studio + Digital Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 150,112 | 157,871 |
Studio + Digital Fees | North America | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 112,843 | 117,599 |
Studio + Digital Fees | Continental Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 21,519 | 23,949 |
Studio + Digital Fees | United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 11,129 | 11,263 |
Studio + Digital Fees | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 4,621 | 5,060 |
Service Revenues, net | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 324,657 | 306,726 |
Service Revenues, net | North America | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 229,192 | 216,359 |
Service Revenues, net | Continental Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 68,157 | 64,132 |
Service Revenues, net | United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 18,705 | 17,681 |
Service Revenues, net | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 8,603 | 8,554 |
Product sales and other, net | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 75,704 | 56,438 |
Product sales and other, net | North America | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 54,514 | 33,652 |
Product sales and other, net | Continental Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 11,833 | 12,025 |
Product sales and other, net | United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | 6,323 | 6,930 |
Product sales and other, net | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues, net | $ 3,034 | $ 3,831 |
Revenue - Schedule of Accounts
Revenue - Schedule of Accounts Receivable and Deferred Revenues (Detail) $ in Thousands | 3 Months Ended |
Mar. 28, 2020USD ($) | |
Deferred Revenue - Short Term | |
Contract With Customer Asset And Liability [Line Items] | |
Deferred Revenue, Beginning balance | $ 60,613 |
Net (decrease) increase during the period | (1,198) |
Deferred Revenue, Ending balance | 59,415 |
Deferred Revenue - Long Term | |
Contract With Customer Asset And Liability [Line Items] | |
Deferred Revenue, Beginning balance | 54 |
Net (decrease) increase during the period | 4 |
Deferred Revenue, Ending balance | $ 58 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Dec. 28, 2019 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred revenue recognized | $ 50,669 | |
Other Liabilities | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Long-term deferred revenue | $ 58 | $ 54 |
Franchise Rights Acquired, Go_3
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Goodwill [Line Items] | ||
Beginning balance | $ 157,916 | |
Goodwill impairment | (3,665) | $ 0 |
Ending balance | 150,457 | |
Kurbo Health, Inc. | ||
Goodwill [Line Items] | ||
Beginning balance | 157,916 | |
Goodwill impairment | (3,665) | |
Effect of exchange rate changes | (3,794) | |
Ending balance | 150,457 | |
Kurbo Health, Inc. | North America | ||
Goodwill [Line Items] | ||
Beginning balance | 143,940 | |
Goodwill impairment | 0 | |
Effect of exchange rate changes | (2,642) | |
Ending balance | 141,298 | |
Kurbo Health, Inc. | Continental Europe | ||
Goodwill [Line Items] | ||
Beginning balance | 7,015 | |
Goodwill impairment | 0 | |
Effect of exchange rate changes | (201) | |
Ending balance | 6,814 | |
Kurbo Health, Inc. | United Kingdom | ||
Goodwill [Line Items] | ||
Beginning balance | 1,213 | |
Goodwill impairment | 0 | |
Effect of exchange rate changes | (59) | |
Ending balance | 1,154 | |
Kurbo Health, Inc. | Other | ||
Goodwill [Line Items] | ||
Beginning balance | 5,748 | |
Goodwill impairment | (3,665) | |
Effect of exchange rate changes | (892) | |
Ending balance | $ 1,191 |
Franchise Rights Acquired, Go_4
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||
Goodwill impairment | $ 3,665 | $ 0 |
Finite-lived intangible assets, aggregate amortization expense | 7,165 | $ 7,556 |
Brazil | ||
Goodwill And Intangible Assets Disclosure [Line Items] | ||
Goodwill impairment | $ 3,665 |
Franchise Rights Acquired, Go_5
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Carrying Values of Finite-lived Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 237,085 | $ 231,412 |
Accumulated Amortization | 174,078 | 168,819 |
Capitalized software costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 121,145 | 119,537 |
Accumulated Amortization | 98,632 | 97,588 |
Website development costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 82,084 | 77,823 |
Accumulated Amortization | 54,966 | 50,748 |
Trademarks | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 11,914 | 11,869 |
Accumulated Amortization | 11,285 | 11,228 |
Other | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 14,000 | 14,003 |
Accumulated Amortization | 4,762 | 4,637 |
Trademarks and other intangible assets | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 229,143 | 223,232 |
Accumulated Amortization | 169,645 | 164,201 |
Franchise Rights | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 7,942 | 8,180 |
Accumulated Amortization | $ 4,433 | $ 4,618 |
Franchise Rights Acquired, Go_6
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense of Finite-lived Intangible Assets (Detail) $ in Thousands | Mar. 28, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of fiscal 2020 | $ 20,432 |
Fiscal 2021 | 20,233 |
Fiscal 2022 | 10,169 |
Fiscal 2023 | 1,992 |
Fiscal 2024 and thereafter | $ 10,181 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 | |
Debt Instrument | |||
Total Debt | $ 1,734,000 | $ 1,605,250 | |
Less: Current portion | 244,250 | 96,250 | |
Unamortized Deferred Financing Costs | 7,077 | 7,446 | |
Unamortized Debt discount | 20,533 | 21,634 | |
Total long-term debt | $ 1,462,140 | $ 1,479,920 | |
Effective Interest Rate | [1] | 7.54% | 8.07% |
Term Loan due November 29, 2024 | |||
Debt Instrument | |||
Total Debt | $ 1,286,000 | $ 1,305,250 | |
Unamortized Deferred Financing Costs | 6,092 | 6,418 | |
Unamortized Debt discount | $ 20,533 | $ 21,634 | |
Effective Interest Rate | [1] | 7.32% | 7.93% |
Notes due December 1, 2025 | |||
Debt Instrument | |||
Total Debt | $ 300,000 | $ 300,000 | |
Unamortized Deferred Financing Costs | 985 | 1,028 | |
Unamortized Debt discount | $ 0 | $ 0 | |
Effective Interest Rate | [1] | 8.62% | 8.72% |
Revolving Credit Facility due November 29, 2022 | |||
Debt Instrument | |||
Total Debt | $ 148,000 | $ 0 | |
Unamortized Deferred Financing Costs | 0 | 0 | |
Unamortized Debt discount | $ 0 | $ 0 | |
Effective Interest Rate | [1] | 3.18% | 0.00% |
[1] | Includes amortization of deferred financing costs and debt discount. |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Nov. 30, 2020 | Mar. 23, 2020 | Jan. 29, 2020 | Oct. 10, 2019 | May 31, 2019 | Nov. 29, 2017 | Mar. 28, 2020 | Dec. 30, 2017 | Dec. 28, 2019 | |
Debt Instrument | ||||||||||
Unamortized Debt discount | $ 20,533,000 | $ 21,634,000 | ||||||||
Write-off of deferred financing fees | $ 4,808,000 | |||||||||
Gain (loss) on early extinguishment of debt | (10,524,000) | |||||||||
Debt outstanding amount | $ 1,734,000,000 | $ 1,605,250,000 | ||||||||
Percentage of equity interests pledged | 100.00% | |||||||||
Effective Interest Rate | [1] | 7.54% | 8.07% | |||||||
Average interest rate on outstanding debt, exclusive the impact of swap | 7.19% | 8.08% | ||||||||
Average interest rate on outstanding debt, including the impact of swap | 7.09% | 7.59% | ||||||||
Maximum | ||||||||||
Debt Instrument | ||||||||||
Pledge percentage of first tier foreign subsidiaries directly owned by company or wholly owned subsidiaries | 65.00% | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Credit facility available amount | 50,000,000 | $ 846,000 | ||||||||
Total Debt | 150,000,000 | 1,558,390,000 | $ 1,576,170,000 | |||||||
Line of credit facility drawn amount | 148,000,000 | 0 | ||||||||
Unamortized Debt discount | 0 | 0 | ||||||||
Debt outstanding amount | 148,000,000 | $ 0 | ||||||||
Line of credit facility, issued but undrawn letters of credit | $ 1,154,000 | |||||||||
Effective Interest Rate | [1] | 3.18% | 0.00% | |||||||
Percentage of equity interests pledged | 0.35% | |||||||||
Consolidated first lien net debt leverage ratio | 3.04 | |||||||||
Minimum outstanding amount to compliance springing maintenance covenant | $ 50,000,000 | |||||||||
Springing maintenance covenant consolidated first lien net debt leverage ratio | 3.75 | |||||||||
Maximum decrease amount not compliance with maintenance covenant | $ 50,000,000,000 | |||||||||
Senior Secured Credit Facilities | ||||||||||
Debt Instrument | ||||||||||
Debt outstanding amount | 1,434,000,000 | |||||||||
Credit Facilities | ||||||||||
Debt Instrument | ||||||||||
Credit Facility, maximum borrowing capacity | 1,930,386,000 | |||||||||
Total Debt | 1,565,000,000 | 1,734,000,000 | ||||||||
Line of credit facility drawn amount | 25,000,000 | |||||||||
Repayment of line of credit | $ 25,000,000 | |||||||||
Fees incurred in connection with debt refinancing | $ 53,832,000 | |||||||||
Unamortized Debt discount | 30,800,000 | |||||||||
Deferred financing costs | 5,716,000 | |||||||||
Term Loan Facility | ||||||||||
Debt Instrument | ||||||||||
Total Debt | 1,540,000,000 | $ 1,286,000,000 | ||||||||
Term Loan Facility | Higher of Federal Funds Effective Rate and Overnight Bank Funding Rate | ||||||||||
Debt Instrument | ||||||||||
Credit facility, interest rate | 0.50% | |||||||||
Term Loan Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument | ||||||||||
Credit facility, interest rate | 1.00% | |||||||||
Debt instrument variable rate floor percent determined option one | 0.75% | |||||||||
Effective Interest Rate | 4.75% | |||||||||
Term Loan Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate floor percent determined option one | 1.75% | |||||||||
Notes due December 1, 2025 | ||||||||||
Debt Instrument | ||||||||||
Total Debt | $ 300,000,000 | $ 300,000,000 | ||||||||
Debt Instrument Interest Rate Stated Percentage | 8.625% | 8.625% | ||||||||
Unamortized Debt discount | $ 0 | $ 0 | ||||||||
Debt outstanding amount | $ 300,000,000 | $ 300,000,000 | ||||||||
Effective Interest Rate | [1] | 8.62% | 8.72% | |||||||
Debt instrument issued date | Nov. 29, 2017 | |||||||||
Debt instrument, due date | Dec. 1, 2025 | |||||||||
Debt instrument interest payment term | Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2018. | |||||||||
Debt Instrument, redemption, description | On or after December 1, 2020, the Company may on any one or more occasions redeem some or all of the Notes at a purchase price equal to 104.313% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 102.156% on or after December 1, 2021 and to 100.000% on or after December 1, 2022. | |||||||||
Notes due December 1, 2025 | Scenario, Forecast | ||||||||||
Debt Instrument | ||||||||||
Debt Instrument, percentage of principal can be redeemed | 108.625% | |||||||||
Notes due December 1, 2025 | Change of Control | Scenario, Forecast | ||||||||||
Debt Instrument | ||||||||||
Repurchase price of principal amount of notes plus accrued and unpaid interest | 101.00% | |||||||||
Notes due December 1, 2025 | Sale of Assets | Scenario, Forecast | ||||||||||
Debt Instrument | ||||||||||
Repurchase price of principal amount of notes plus accrued and unpaid interest | 100.00% | |||||||||
Notes due December 1, 2025 | Debt Instrument Redemption Date, December 1, 2020 | ||||||||||
Debt Instrument | ||||||||||
Debt Instrument, percentage of principal can be redeemed | 104.313% | |||||||||
Debt Instrument, redemption date | Dec. 1, 2020 | |||||||||
Notes due December 1, 2025 | Debt Instrument Redemption Date, December 1, 2021 | ||||||||||
Debt Instrument | ||||||||||
Debt Instrument, percentage of principal can be redeemed | 102.156% | |||||||||
Debt Instrument, redemption date | Dec. 1, 2021 | |||||||||
Notes due December 1, 2025 | Debt Instrument Redemption Date, December 1, 2022 | ||||||||||
Debt Instrument | ||||||||||
Debt Instrument, percentage of principal can be redeemed | 100.00% | |||||||||
Debt Instrument, redemption date | Dec. 1, 2022 | |||||||||
Notes due December 1, 2025 | Maximum | Scenario, Forecast | ||||||||||
Debt Instrument | ||||||||||
Percent of principal amount of debt that may be redeemed (up to) | 40.00% | |||||||||
Senior Secured Tranche B Term Loan | Term Loan Facility | ||||||||||
Debt Instrument | ||||||||||
Credit Facility, maximum borrowing capacity | $ 1,540,000,000 | |||||||||
Write-off of deferred financing fees | $ 526,000 | $ 526,000 | ||||||||
Debt Instrument, maturity year | 2024 | |||||||||
Prepayment of principal amount | $ 50,000,000 | $ 50,000,000 | ||||||||
Senior Secured Revolving Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Credit Facility, maximum borrowing capacity | $ 150,000,000 | |||||||||
Debt Instrument, maturity year | 2022 | |||||||||
Credit facility, amount drew | $ 148,000,000 | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Total Debt | $ 148,000,000 | |||||||||
Revolving Credit Facility | Higher of Federal Funds Effective Rate and Overnight Bank Funding Rate | ||||||||||
Debt Instrument | ||||||||||
Credit facility, interest rate | 0.50% | |||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument | ||||||||||
Credit facility, interest rate | 1.00% | |||||||||
Effective Interest Rate | 2.25% | |||||||||
[1] | Includes amortization of deferred financing costs and debt discount. |
Per Share Data - Computation of
Per Share Data - Computation of Basic and Diluted Loss Per Share Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Numerator: | ||
Net loss attributable to WW International, Inc. | $ (6,063) | $ (10,687) |
Denominator: | ||
Weighted average shares of common stock outstanding | 67,436 | 66,964 |
Effect of dilutive common stock equivalents | 0 | 0 |
Weighted average diluted common shares outstanding | 67,436 | 66,964 |
Net loss per share attributable to WW International, Inc. | ||
Basic | $ (0.09) | $ (0.16) |
Diluted | $ (0.09) | $ (0.16) |
Per Share Data - Additional Inf
Per Share Data - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share | 4,042 | 4,223 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - Performance-based Stock Unit - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 31, 2017 | May 31, 2017 | Mar. 28, 2020 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Other than options, granted | 47,900 | 98,500 | 280,100 | 81,300 | 289,900 | ||
Performance period (years) | 3 years | ||||||
Net debt to EBITDA ratio | 450.00% | ||||||
Vested | 219,300 | ||||||
Debt ratio achievement percentage | 166.67% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 9.70% | 21.10% |
Effective state income tax expense | $ 1,036 | $ 1,462 |
Tax benefit related to foreign jurisdictions | 1,243 | |
Tax expense related to global intangible low taxed income | $ 1,305 | 856 |
Tax expense (benefit) related to foreign derived intangible income | $ (648) |
Derivative Instruments and He_2
Derivative Instruments and Hedging - Additional Information (Detail) - USD ($) | Jun. 07, 2019 | Jun. 11, 2018 | Jul. 26, 2013 | Mar. 28, 2020 | Dec. 28, 2019 |
Derivative | |||||
Maximum length of time hedging forecasted | 5 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 | $ 10,513,000 | ||||
Derivative loss included in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings within the next 12 months, before tax | $ 14,093,000 | ||||
Interest Rate Swap | |||||
Derivative | |||||
Forward-starting interest rate swap, effective date | Apr. 2, 2020 | Apr. 2, 2020 | Mar. 31, 2014 | ||
Forward starting interest rate swap, termination date | Mar. 31, 2024 | Mar. 31, 2024 | Apr. 2, 2020 | ||
Derivative interest rate swap percentage | 1.901% | 3.1005% | 2.41% | ||
Cumulative losses for qualifying hedges reported as a component of accumulated other comprehensive loss net of tax | $ 25,180,000 | $ 15,529,000 | |||
Cumulative losses for qualifying hedges reported as a component of accumulated other comprehensive loss before tax | 33,812,000 | 20,856,000 | |||
Interest Rate Swap | Derivative Payable | |||||
Derivative | |||||
Interest rate swap liability | 1,138,000 | 1,881,000 | |||
Interest Rate Swap | Cash Flow Hedging | |||||
Derivative | |||||
Notional amount | $ 250,000,000 | $ 500,000,000 | $ 1,500,000,000 | 1,000,000,000 | 1,000,000,000 |
Interest Rate Swap | Cash Flow Hedging | March 31, 2014 | |||||
Derivative | |||||
Notional amount | $ 1,500,000,000 | ||||
Forward-starting interest rate swap, effective date | Mar. 31, 2014 | ||||
Interest Rate Swap | Cash Flow Hedging | April 3, 2017 | |||||
Derivative | |||||
Notional amount | $ 1,250,000,000 | ||||
Forward-starting interest rate swap, effective date | Apr. 3, 2017 | ||||
Interest Rate Swap | Cash Flow Hedging | April 1, 2019 | |||||
Derivative | |||||
Notional amount | $ 1,000,000,000 | ||||
Forward-starting interest rate swap, effective date | Apr. 1, 2019 | ||||
Interest Rate Swap | Cash Flow Hedging | April 2, 2020 | |||||
Derivative | |||||
Notional amount | $ 500,000,000 | ||||
Forward-starting interest rate swap, effective date | Apr. 2, 2020 | ||||
Interest Rate Swap | Cash Flow Hedging | March 31, 2021 | |||||
Derivative | |||||
Notional amount | $ 250,000,000 | ||||
Forward-starting interest rate swap, effective date | Mar. 31, 2021 | ||||
Future Swap | Derivative Payable | |||||
Derivative | |||||
Interest rate swap liability | $ 33,765,000 | $ 19,716,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 28, 2020 | Dec. 28, 2019 | Nov. 29, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
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 | 148,000,000 | 0 | |
Fair value of long-term debt | 1,427,786,000 | 1,597,852,000 | |
Debt outstanding amount | $ 1,558,390,000 | $ 1,576,170,000 | $ 150,000,000 |
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 | Mar. 28, 2020 | Dec. 28, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap liability | $ 34,903 | $ 21,597 |
Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap liability | 0 | 0 |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap liability | 34,903 | 21,597 |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap liability | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | $ (685,543) | $ (808,943) | |
Other comprehensive (loss) income before reclassifications, net of tax | [1] | (17,792) | (3,273) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | 820 | (942) |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | (16,972) | (4,215) |
Less: net current period other comprehensive income (loss) attributable to the noncontrolling interest | [1] | 98 | 6 |
Ending balance | (704,473) | (818,934) | |
Loss on Qualifying Hedges | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | [1] | (15,529) | (1,175) |
Other comprehensive (loss) income before reclassifications, net of tax | [1] | (10,471) | (4,552) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | 820 | (942) |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | (9,651) | (5,494) |
Less: net current period other comprehensive income (loss) attributable to the noncontrolling interest | [1] | 0 | 0 |
Ending balance | [1] | (25,180) | (6,669) |
Loss on Foreign Currency Translation | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | [1] | (11,823) | (14,582) |
Other comprehensive (loss) income before reclassifications, net of tax | [1] | (7,321) | 1,279 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | 0 | 0 |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | (7,321) | 1,279 |
Less: net current period other comprehensive income (loss) attributable to the noncontrolling interest | [1] | 98 | 6 |
Ending balance | [1] | (19,046) | (13,297) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | [1] | (27,352) | (15,757) |
Ending balance | [1] | $ (44,226) | $ (19,966) |
[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) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | $ (31,551) | $ (35,195) | |
Loss before income taxes | 6,708 | 13,601 | |
Benefit from income taxes | (651) | (2,875) | |
Net loss | 6,057 | 10,726 | |
Loss on Qualifying Hedges | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Loss before income taxes | [1] | (1,099) | 1,262 |
Benefit from income taxes | [1] | 279 | (320) |
Net loss | [1] | (820) | 942 |
Loss on Qualifying Hedges | Interest Rate Contract | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | [1] | $ (1,099) | $ 1,262 |
[1] | Amounts in parentheses indicate debits to profit/loss |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) | 3 Months Ended |
Mar. 28, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segment Data - Information Abou
Segment Data - Information About Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 400,361 | $ 363,164 |
Operating income | 24,867 | 21,897 |
Interest expense | 31,551 | 35,195 |
Other expense, net | 24 | 303 |
Benefit from income taxes | (651) | (2,875) |
Net loss | (6,057) | (10,726) |
Net (income) loss attributable to the noncontrolling interest | (6) | 39 |
Net loss attributable to WW International, Inc. | (6,063) | (10,687) |
Depreciation and amortization | 14,395 | 13,613 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 55,212 | 50,107 |
Depreciation and amortization | 11,274 | 10,081 |
General corporate expenses | ||
Segment Reporting Information [Line Items] | ||
General corporate expenses | 30,345 | 28,210 |
Depreciation and amortization | 3,121 | 3,532 |
North America | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 283,706 | 250,011 |
North America | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 45,253 | 41,113 |
Depreciation and amortization | 10,527 | 9,303 |
Continental Europe | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 79,990 | 76,157 |
Continental Europe | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 13,572 | 10,076 |
Depreciation and amortization | 388 | 381 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 25,028 | 24,611 |
United Kingdom | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | (837) | (751) |
Depreciation and amortization | 262 | 285 |
Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 11,637 | 12,385 |
Other | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | (2,776) | (331) |
Depreciation and amortization | $ 97 | $ 112 |
Related Party - Additional Info
Related Party - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 15, 2019 | Oct. 18, 2015 | Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 |
Related Party Transaction [Line Items] | |||||
Initial agreement term | 5 years | ||||
Ms. Winfrey | |||||
Related Party Transaction [Line Items] | |||||
Fully vested option to purchase shares of common stock | 3,276 | ||||
Accounts payable to related parties | $ 2,188 | $ 72 | |||
Ms. Winfrey and her related entities | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, service provided by related party | 938 | $ 1,283 | |||
Related Party Transaction, actual costs reimbursed | $ 1,509 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | |
Restructuring Cost And Reserve [Line Items] | |||
Expenses | $ 6,331 | ||
Expenses, after tax | $ 4,727 | ||
Payments for expenses | $ 858 | $ 5,077 | |
Provisions | 29 | $ 83 | |
Restructuring remaining liability | 342 | ||
Cost of Revenues | |||
Restructuring Cost And Reserve [Line Items] | |||
Expenses | 1,425 | ||
Selling, General and Administrative Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Expenses | $ 4,906 |