Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 26, 2020 | Oct. 22, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 26, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | 68,093,574 | |
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 | Sep. 26, 2020 | Dec. 28, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 204,397 | $ 182,736 |
Receivables (net of allowances: September 26, 2020 - $2,003 and December 28, 2019 - $1,813) | 36,377 | 30,519 |
Inventories | 33,298 | 27,204 |
Prepaid income taxes | 20,783 | 8,395 |
Prepaid marketing and advertising | 3,751 | 15,954 |
Prepaid expenses and other current assets | 22,798 | 30,582 |
TOTAL CURRENT ASSETS | 321,404 | 295,390 |
Property and equipment, net | 57,306 | 54,066 |
Operating lease assets | 131,777 | 151,983 |
Franchise rights acquired | 751,664 | 753,445 |
Goodwill | 152,791 | 157,916 |
Other intangible assets, net | 59,606 | 59,031 |
Deferred income taxes | 12,487 | 14,319 |
Other noncurrent assets | 15,974 | 12,164 |
TOTAL ASSETS | 1,503,009 | 1,498,314 |
CURRENT LIABILITIES | ||
Portion of long-term debt due within one year | 96,250 | 96,250 |
Portion of operating lease liabilities due within one year | 35,101 | 33,236 |
Accounts payable | 27,565 | 29,064 |
Salaries and wages payable | 50,781 | 66,656 |
Accrued marketing and advertising | 8,561 | 14,815 |
Accrued interest | 14,343 | 24,637 |
Other accrued liabilities | 45,387 | 43,558 |
Derivative payable | 32,542 | 21,597 |
Income taxes payable | 5,807 | 3,644 |
Deferred revenue | 48,012 | 60,613 |
TOTAL CURRENT LIABILITIES | 364,349 | 394,070 |
Long-term debt, net | 1,426,580 | 1,479,920 |
Long-term operating lease liabilities | 110,034 | 128,464 |
Deferred income taxes | 175,938 | 175,235 |
Other | 7,259 | 2,446 |
TOTAL LIABILITIES | 2,084,160 | 2,180,135 |
Redeemable noncontrolling interest | 3,599 | 3,722 |
TOTAL DEFICIT | ||
Common stock, $0 par value; 1,000,000 shares authorized; 120,649 shares issued at September 26, 2020 and 120,352 shares issued at December 28, 2019 | 0 | 0 |
Treasury stock, at cost, 52,626 shares at September 26, 2020 and 52,933 shares at December 28, 2019 | (3,146,011) | (3,158,274) |
Retained earnings | 2,596,926 | 2,500,083 |
Accumulated other comprehensive loss | (35,665) | (27,352) |
TOTAL DEFICIT | (584,750) | (685,543) |
TOTAL LIABILITIES AND TOTAL DEFICIT | $ 1,503,009 | $ 1,498,314 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowances | $ 2,003 | $ 1,813 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 120,649,000 | 120,352,000 |
Treasury stock, shares | 52,626,000 | 52,933,000 |
CONSOLIDATED STATEMENTS OF NET
CONSOLIDATED STATEMENTS OF NET INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Revenues, net | $ 320,699 | $ 348,567 | $ 1,054,697 | $ 1,080,754 |
Cost of revenues | 130,603 | 153,798 | 458,938 | 469,223 |
Gross profit | 190,096 | 194,769 | 595,759 | 611,531 |
Marketing expenses | 38,262 | 36,327 | 198,090 | 200,543 |
Selling, general and administrative expenses | 59,192 | 63,713 | 225,509 | 188,889 |
Goodwill impairment | 0 | 0 | 3,665 | 0 |
Operating income | 92,642 | 94,729 | 168,495 | 222,099 |
Interest expense | 29,735 | 33,118 | 92,281 | 103,045 |
Other (income) expense, net | (211) | 1,460 | 230 | 2,201 |
Income before income taxes | 63,118 | 60,151 | 75,984 | 116,853 |
Provision for income taxes | 8,604 | 13,123 | 13,546 | 26,834 |
Net income | 54,514 | 47,028 | 62,438 | 90,019 |
Net loss attributable to the noncontrolling interest | 11 | 58 | 30 | 214 |
Net income attributable to WW International, Inc. | $ 54,525 | $ 47,086 | $ 62,468 | $ 90,233 |
Earnings per share attributable to WW International, Inc. | ||||
Basic | $ 0.80 | $ 0.70 | $ 0.92 | $ 1.34 |
Diluted | $ 0.78 | $ 0.68 | $ 0.89 | $ 1.30 |
Weighted average common shares outstanding | ||||
Basic | 68,013 | 67,298 | 67,697 | 67,129 |
Diluted | 70,002 | 69,617 | 69,936 | 69,364 |
Service | ||||
Revenues, net | $ 282,310 | $ 298,041 | $ 899,964 | $ 918,535 |
Cost of revenues | 99,485 | 122,374 | 343,056 | 373,452 |
Product and Other | ||||
Revenues, net | 38,389 | 50,526 | 154,733 | 162,219 |
Cost of revenues | $ 31,118 | $ 31,424 | $ 115,882 | $ 95,771 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 54,514 | $ 47,028 | $ 62,438 | $ 90,019 |
Other comprehensive gain (loss): | ||||
Foreign currency translation gain (loss) | 4,004 | (2,983) | (827) | 532 |
Income tax (expense) benefit on foreign currency translation gain (loss) | (1,017) | 757 | 215 | (135) |
Foreign currency translation gain (loss), net of taxes | 2,987 | (2,226) | (612) | 397 |
Gain (loss) on derivatives | 2,125 | (4,251) | (10,467) | (22,431) |
Income tax (expense) benefit on gain (loss) on derivatives | (541) | 1,078 | 2,673 | 5,689 |
Gain (loss) on derivatives, net of taxes | 1,584 | (3,173) | (7,794) | (16,742) |
Total other comprehensive gain (loss) | 4,571 | (5,399) | (8,406) | (16,345) |
Comprehensive income | 59,085 | 41,629 | 54,032 | 73,674 |
Net loss attributable to the noncontrolling interest | 11 | 58 | 30 | 214 |
Foreign currency translation (gain) loss, net of taxes attributable to the noncontrolling interest | (1) | 44 | 93 | 38 |
Comprehensive loss attributable to the noncontrolling interest | 10 | 102 | 123 | 252 |
Comprehensive income attributable to WW International, Inc. | $ 59,095 | $ 41,731 | $ 54,155 | $ 73,926 |
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 income (loss) | 73,926 | (252) | (16,307) | 90,233 | ||
Issuance of treasury stock under stock plans | (3,512) | $ 12,848 | (16,360) | |||
Issuance of treasury stock under stock plans (in shares) | (350) | |||||
Compensation expense on share- based awards | 14,927 | 14,927 | ||||
Ending balance at Sep. 28, 2019 | (723,602) | 3,661 | $ 0 | $ (3,162,776) | (32,064) | 2,471,238 |
Ending balance (in shares) at Sep. 28, 2019 | 120,352 | 53,046 | ||||
Beginning Balance at Jun. 29, 2019 | (770,160) | 3,763 | $ 0 | $ (3,164,409) | (26,709) | 2,420,958 |
Beginning balance (in shares) at Jun. 29, 2019 | 120,352 | 53,089 | ||||
Comprehensive income (loss) | 41,731 | (102) | (5,355) | 47,086 | ||
Issuance of treasury stock under stock plans | (416) | $ 1,633 | (2,049) | |||
Issuance of treasury stock under stock plans (in shares) | (43) | |||||
Compensation expense on share- based awards | 5,243 | 5,243 | ||||
Ending balance at Sep. 28, 2019 | (723,602) | 3,661 | $ 0 | $ (3,162,776) | (32,064) | 2,471,238 |
Ending balance (in shares) at Sep. 28, 2019 | 120,352 | 53,046 | ||||
Beginning Balance at Dec. 28, 2019 | (685,543) | 3,722 | $ 0 | $ (3,158,274) | (27,352) | 2,500,083 |
Beginning balance (in shares) at Dec. 28, 2019 | 120,352 | 52,933 | ||||
Comprehensive income (loss) | 54,155 | (123) | (8,313) | 62,468 | ||
Issuance of treasury stock under stock plans | (4,109) | $ 12,263 | (16,372) | |||
Issuance of treasury stock under stock plans (in shares) | (307) | |||||
Compensation expense on share- based awards | 48,680 | 48,680 | ||||
Issuance of common stock | 2,067 | 2,067 | ||||
Issuance of common stock (in shares) | 297 | |||||
Ending balance at Sep. 26, 2020 | (584,750) | 3,599 | $ 0 | $ (3,146,011) | (35,665) | 2,596,926 |
Ending balance (in shares) at Sep. 26, 2020 | 120,649 | 52,626 | ||||
Beginning Balance at Jun. 27, 2020 | (649,153) | 3,609 | $ 0 | $ (3,147,758) | (40,235) | 2,538,840 |
Beginning balance (in shares) at Jun. 27, 2020 | 120,649 | 52,669 | ||||
Comprehensive income (loss) | 59,095 | (10) | 4,570 | 54,525 | ||
Issuance of treasury stock under stock plans | (721) | $ 1,747 | (2,468) | |||
Issuance of treasury stock under stock plans (in shares) | (43) | |||||
Compensation expense on share- based awards | 6,029 | 6,029 | ||||
Ending balance at Sep. 26, 2020 | $ (584,750) | $ 3,599 | $ 0 | $ (3,146,011) | $ (35,665) | $ 2,596,926 |
Ending balance (in shares) at Sep. 26, 2020 | 120,649 | 52,626 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Operating activities: | ||
Net income | $ 62,438 | $ 90,019 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 37,402 | 33,543 |
Amortization of deferred financing costs and debt discount | 6,614 | 6,876 |
Goodwill impairment | 3,665 | 0 |
Share-based compensation expense | 48,680 | 14,927 |
Deferred tax provision (benefit) | 5,302 | (5,631) |
Allowance for doubtful accounts | (77) | (140) |
Reserve for inventory obsolescence | 11,978 | 6,898 |
Foreign currency exchange rate loss | 847 | 1,793 |
Changes in cash due to: | ||
Receivables | (5,602) | 944 |
Inventories | (16,470) | (6,064) |
Prepaid expenses | 7,115 | 33,299 |
Accounts payable | 2,966 | 1,337 |
Accrued liabilities | (31,321) | (17,812) |
Deferred revenue | (12,836) | 5,535 |
Other long term assets and liabilities, net | 4,895 | (1,114) |
Income taxes | 1,828 | (12,729) |
Cash provided by operating activities | 127,424 | 151,681 |
Investing activities: | ||
Capital expenditures | (20,469) | (10,479) |
Capitalized software expenditures | (22,189) | (24,082) |
Other items, net | (5,094) | 244 |
Cash used for investing activities | (47,752) | (34,317) |
Financing activities: | ||
Net (payments) borrowings on revolver | 0 | 0 |
Payments on long-term debt | (57,750) | (107,750) |
Taxes paid related to net share settlement of equity awards | (4,953) | (4,796) |
Proceeds from stock options exercised | 2,364 | 475 |
Other items, net | (623) | (350) |
Cash used for financing activities | (60,962) | (112,421) |
Effect of exchange rate changes on cash and cash equivalents | 2,951 | (2,755) |
Net increase in cash and cash equivalents | 21,661 | 2,188 |
Cash and cash equivalents, beginning of period | 182,736 | 236,974 |
Cash and cash equivalents, end of period | $ 204,397 | $ 239,162 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 26, 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, with the United States and other countries continuing to struggle with rolling outbreaks of the virus. Accordingly, the full extent of 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 | 9 Months Ended |
Sep. 26, 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 | 9 Months Ended |
Sep. 26, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Accounting Standards Adopted in Current Year | 3. In August 2018, the 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. he adoption of this guidance did not have a material impact o |
Leases
Leases | 9 Months Ended |
Sep. 26, 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. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, using the Company’s incremental borrowing rate commensurate with the lease term, since the Company’s lessors do not provide an implicit rate, nor is one readily available. The incremental borrowing rate is calculated based on the Company’s credit yield curve and adjusted for collateralization, credit quality and economic environment impact, all where applicable. The lease asset includes scheduled lease payments and excludes lease incentives, such as free rent periods and tenant improvement allowances. The Company has certain leases that may include an option to renew and when it is reasonably probable to exercise such option, the Company will include the renewal option terms in determining the lease asset and lease liability. The Company does not have any renewal options that would have a material impact on the terms of the leases and that are also reasonably expected to be exercised as of September 26, 2020. A lease may contain both fixed and variable payments. Variable lease payments that are linked to an index or rate are measured based on the current index or rate at the implementation of the lease accounting standard, or lease commencement date for new leases, with the impact of future changes in the index or rate being recorded as a period expense. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s operating and finance leases are primarily for its studios, corporate offices, data centers and certain equipment, including automobiles. At September 26, 2020 and December 28, 2019, the Company’s lease assets and lease liabilities were as follows: September 26, 2020 December 28, 2019 Assets: Operating lease assets $ 131,777 $ 151,983 Finance lease assets 240 259 Total leased assets $ 132,017 $ 152,242 Liabilities: Current Operating $ 35,101 $ 33,236 Finance 112 126 Noncurrent Operating $ 110,034 $ 128,464 Finance 92 96 Total lease liabilities $ 145,339 $ 161,922 For the three and nine months ended September 26, 2020 and September 28, 2019, the components of the Company’s lease expense were as follows: Three Months Ended Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Operating lease cost: Fixed lease cost $ 12,040 $ 12,906 $ 37,181 $ 38,641 Variable lease cost 0 0 (4 ) 0 Total operating lease cost $ 12,040 $ 12,906 $ 37,177 $ 38,641 Finance lease cost: Amortization of leased assets 42 132 148 350 Interest on lease liabilities 3 4 9 17 Total finance lease cost $ 45 $ 136 $ 157 $ 367 Total lease cost $ 12,085 $ 13,042 $ 37,334 $ 39,008 At September 26, 2020 and December 28, 2019, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: September 26, 2020 December 28, 2019 Weighted Average Remaining Lease Term (years) Operating leases 6.91 7.06 Finance leases 2.36 2.43 Weighted Average Discount Rate Operating leases 6.90 7.02 Finance leases 5.56 5.97 The Company’s leases have remaining lease terms of 0 to 12 years with a weighted average lease term of 6.91 years as of September 26, 2020. At September 26, 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 $ 11,670 $ 38 $ 11,708 2021 41,296 90 41,386 2022 29,884 59 29,943 2023 21,577 26 21,603 2024 16,165 5 16,170 Thereafter 65,922 0 65,922 Total lease payments $ 186,514 $ 218 $ 186,732 Less imputed interest 41,379 14 41,393 Present value of lease liabilities $ 145,135 $ 204 $ 145,339 Supplemental cash flow information related to leases for the nine months ended September 26, 2020 and September 28, 2019 were as follows: Nine Months Ended September 26, September 28, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 37,123 $ 38,664 Operating cash flows from finance leases $ 9 $ 17 Financing cash flows from finance leases $ 148 $ 350 Leased assets obtained in exchange for new operating lease liabilities $ 9,281 $ 26,270 Leased assets obtained in exchange for new finance lease liabilities $ 127 $ 105 |
Revenue
Revenue | 9 Months Ended |
Sep. 26, 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 Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Digital Subscription Revenues $ 188,731 $ 153,940 $ 541,197 $ 459,764 Studio + Digital Fees 93,579 144,101 358,767 458,771 Service Revenues, net $ 282,310 $ 298,041 $ 899,964 $ 918,535 Product sales and other, net 38,389 50,526 154,733 162,219 Revenues, net $ 320,699 $ 348,567 $ 1,054,697 $ 1,080,754 The following tables present the Company’s revenues disaggregated by revenue source and segment: Three Months Ended September 26, 2020 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 122,120 $ 53,230 $ 9,227 $ 4,154 $ 188,731 Studio + Digital Fees 69,111 14,288 7,515 2,665 93,579 Service Revenues, net $ 191,231 $ 67,518 $ 16,742 $ 6,819 $ 282,310 Product sales and other, net 23,964 8,993 3,730 1,702 38,389 Revenues, net $ 215,195 $ 76,511 $ 20,472 $ 8,521 $ 320,699 Three Months Ended September 28, 2019 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 101,579 $ 42,230 $ 6,608 $ 3,523 $ 153,940 Studio + Digital Fees 108,338 20,644 10,733 4,386 144,101 Service Revenues, net $ 209,917 $ 62,874 $ 17,341 $ 7,909 $ 298,041 Product sales and other, net 33,767 8,264 5,592 2,903 50,526 Revenues, net $ 243,684 $ 71,138 $ 22,933 $ 10,812 $ 348,567 Nine Months Ended September 26, 2020 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 354,391 $ 150,572 $ 24,374 $ 11,860 $ 541,197 Studio + Digital Fees 268,086 53,665 26,645 10,371 358,767 Service Revenues, net $ 622,477 $ 204,237 $ 51,019 $ 22,231 $ 899,964 Product sales and other, net 103,949 30,084 14,219 6,481 154,733 Revenues, net $ 726,426 $ 234,321 $ 65,238 $ 28,712 $ 1,054,697 Nine Months Ended September 28, 2019 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 303,190 $ 125,999 $ 20,019 $ 10,556 $ 459,764 Studio + Digital Fees 342,896 68,274 33,493 14,108 458,771 Service Revenues, net $ 646,086 $ 194,273 $ 53,512 $ 24,664 $ 918,535 Product sales and other, net 103,255 30,350 18,556 10,058 162,219 Revenues, net $ 749,341 $ 224,623 $ 72,068 $ 34,722 $ 1,080,754 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 during the period (12,601 ) (4 ) Balance as of September 26, 2020 $ 48,012 $ 50 Revenue recognized from amounts included in current deferred revenue as of December 28, 2019 was $59,898 for the nine months ended September 26, 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 $50 and $54 at September 26, 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 | 9 Months Ended |
Sep. 26, 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 nine months ended September 26, 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 nine months ended September 26, 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 (933 ) 228 (31 ) (724 ) (1,460 ) Balance as of September 26, 2020 $ 143,007 $ 7,243 $ 1,182 $ 1,359 $ 152,791 Franchise Rights Acquired Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year. Indefinite-lived franchise rights acquired are tested on an annual basis for impairment. In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to the Company’s Studio + Digital business and a relief from royalty methodology for franchise rights related to the Company’s Digital business. The aggregate estimated fair value for these rights is then compared to the carrying value of the unit of account for those franchise rights. The Company has determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Studio + Digital business and the Digital business in the country in which the applicable acquisition occurred. The book values of these franchise rights in the United States, Canada, United Kingdom, Australia and New Zealand as of the September 26, 2020 balance sheet date were $671,914, $53,915, $11,483, $6,316, and $4,633, respectively. In its hypothetical start-up approach analysis for fiscal 2020, the Company assumed that the year of maturity was reached after 7 years . Subsequent to the year of maturity, the Company estimated future cash flows for the Studio + Digital business in each country based on assumptions regarding revenue growth and operating income margins. The cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms . The cash flows for the Studio + Digital and Digital businesses were discounted utilizing rates consistent with those utilized in the annual goodwill impairment analysis. Goodwill In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. The Company has determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The values of goodwill in the United States, Canada and other countries as of the September 26, 2020 balance sheet date were $102,968, $40,040 and $9,783, respectively. For all of the Company’s reporting units tested as of May 3, 2020, the Company estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. The Company utilized operating income as the basis for measuring its potential growth because it believes it is the best indicator of the performance of its business. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt. Franchise Rights Acquired and Goodwill Annual Impairment Test The Company reviews indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, and goodwill for potential impairment on at least an annual basis or more often if events so require. The Company performed fair value impairment testing as of May 3, 2020 and May 5, 2019, each the first day of fiscal May, on its indefinite-lived intangible assets and goodwill. In performing its annual impairment analysis as of May 3, 2020 and May 5, 2019, the Company determined that the carrying amounts of its franchise rights acquired with indefinite lives units of account and goodwill reporting units did not exceed their respective fair values and, therefore, no impairment existed. When determining fair value, the Company utilizes various assumptions, including projections of future cash flows, growth rates and discount rates. A change in these underlying assumptions could cause a change in the results of the impairment assessments and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of those assets. In the event such a result occurred, the Company would be required to record a corresponding charge, which would impact earnings. The Company would also be required to reduce the carrying amounts of the related assets on its balance sheet. Based on the results of the Company’s annual franchise rights acquired impairment analysis performed for all of its units of account, except for Canada and New Zealand, as estimated fair value at least 35 as of the balance sheet date 16.5%. as of the balance sheet date Based on the results of the Company’s May 3, 2020 annual goodwill impairment test performed for all of its reporting units as of the September 26, 2020 balance sheet date, there was significant headroom in the goodwill impairment analysis for those units, with the difference between the carrying value and the fair value exceeding 100%. 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 weighted-average cost of capital, which included the cost of equity and the cost of debt. Finite-lived Intangible Assets The carrying values of finite-lived intangible assets as of September 26, 2020 and December 28, 2019 were as follows: September 26, 2020 December 28, 2019 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Capitalized software costs $ 127,891 $ 105,530 $ 119,537 $ 97,588 Website development costs 91,098 63,406 77,823 50,748 Trademarks 11,974 11,402 11,869 11,228 Other 14,043 5,062 14,003 4,637 Trademarks and other intangible assets $ 245,006 $ 185,400 $ 223,232 $ 164,201 Franchise rights acquired 7,866 4,463 8,180 4,618 Total finite-lived intangible assets $ 252,872 $ 189,863 $ 231,412 $ 168,819 Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $7,557 and $22,108 for the three and nine months ended September 26, 2020, respectively. Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $6,973 and $22,014 for the three and nine months ended September 28, 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 $ 7,525 Fiscal 2021 $ 25,100 Fiscal 2022 $ 15,034 Fiscal 2023 $ 4,961 Fiscal 2024 and thereafter $ 10,389 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7 . The components of the Company’s long-term debt were as follows: September 26, 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 $ 0 $ 0 $ 0 2.94 % $ 0 $ 0 $ 0 0.00 % Term Loan Facility due November 29, 2024 1,247,500 5,439 18,333 6.54 % 1,305,250 6,418 21,634 7.93 % Notes due December 1, 2025 300,000 898 0 8.62 % 300,000 1,028 0 8.72 % Total $ 1,547,500 $ 6,337 $ 18,333 6.84 % $ 1,605,250 $ 7,446 $ 21,634 8.07 % Less: Current portion 96,250 96,250 Unamortized deferred financing costs 6,337 7,446 Unamortized debt discount 18,333 21,634 Total long-term debt $ 1,426,580 $ 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”) with proceeds received from $1,565,000 in an aggregate principal amount 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) (collectively, as amended from time to time, the “Credit Facilities”) and proceeds received from $300,000 in aggregate principal amount from the issuance 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 (as amended from time to time, 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 initially consisted 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 in an aggregate principal amount of commitments under a senior secured revolving credit facility (which included borrowing capacity available for letters of credit) due in 2022 (the “Revolving Credit Facility”). On June 14, 2020, the Company entered into an amendment to the Credit Agreement (the “Credit Agreement Amendment”) that provided for an increase in the aggregate principal amount of commitments under the Company’s Revolving Credit Facility by $25,000, providing the Company with $175,000 in aggregate principal amount of commitments under the Revolving Credit Facility, and that included certain other amendments to the Credit Agreement, which among other things, relaxed the requirements of the financial maintenance covenant under the Credit Agreement until the end of the second fiscal quarter of 2022, as further detailed below. On both May 31, 2019 and October 10, 2019 $526 As previously disclosed, on March 23, 2020, as a precautionary measure in light of the COVID-19 outbreak, the Company drew down $148,000 in an aggregate principal amount under the Revolving Credit Facility in order to enhance its cash position and to provide additional financial flexibility. The revolver borrowing was classified as a short-term liability in connection with the Company’s monthly interest elections. The Company repaid $148,000 in aggregate principal amount of borrowings under the Revolving Credit Facility on June 5, 2020. As of September 26, 2020, the Company had $1,247,500 in an aggregate principal amount of loans outstanding under its Credit Facilities, with $173,846 of availability and $1,154 in issued but undrawn letters of credit outstanding under the Revolving Credit Facility. There were no outstanding borrowings under the Revolving Credit Facility as of September 26, 2020. 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 Leverage Ratio (as defined 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 and, after giving effect to the Credit Agreement Amendment, the Revolving Credit Facility, in each case, 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 (except as otherwise described below), 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. Under the terms of the Credit Agreement Amendment, a new level in the leverage based pricing grid was added providing for an applicable margin for extensions of credit under the Revolving Credit Facility of 3.00% when the Consolidated First Lien Leverage Ratio discussed below is greater than or equal to 3.75:1.00. As of September 26, 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 Leverage Ratio. Under the terms of the Credit Agreement Amendment, a new level in the leverage based pricing grid was added providing for a commitment fee of 0.625% when the Consolidated First Lien Leverage Ratio discussed below is greater than or equal to 3.75:1.00. Based on the Company’s Consolidated First Lien Leverage Ratio as of September 26, 2020, the commitment fee was 0.35% per annum. The Company’s Consolidated First Lien Leverage Ratio as of September 26, 2020 was 2.80:1.00. 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 aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility as of any fiscal quarter end exceeds 33 1/3 , commencing with the second fiscal quarter of 2020 through the end of fiscal 2020, with a further step up to 5.00:1.00 for fiscal 2021, before stepping down to 4.50:1.00 for the first fiscal quarter of 2022, and again to 3.75:1.00, commencing with the second fiscal quarter of 2022 (such increases in the Consolidated First Lien Leverage Ratio and the timing applicable thereto, collectively, the “Financial Covenant Relief Period”). The Financial Covenant Relief Period is subject to the Company’s continued compliance with certain conditions, which include meeting a Consolidated First Lien Leverage Ratio of 3.75:1.00 with respect to certain types of investments, restricted payments and prepayments of junior debt during the Financial Covenant Relief Period. Financial Covenant Relief Period Financial Covenant Relief Period Financial Covenant Relief Period As of September 26, 2020, the Company was in compliance with all applicable financial covenants and the applicable Consolidated First Lien Leverage Ratio in the Credit Agreement governing the Revolving Credit Facility though it was not required to comply at such time. 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 September 26, 2020, the Company had $1,547,500 outstanding under the Credit Facilities and the Notes, consisting of borrowings under the Term Loan Facility of $1,247,500, $0 drawn down on the Revolving Credit Facility and $300,000 in aggregate principal amount of Notes issued and outstanding. At September 26, 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 swaps then in effect, was approximately % and 8.08 % per annum at September 26, 2020 and December 28, 2019, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, including the impact of the swaps then in effect, was approximately % and 7.59 % per annum at September 26, 2020 and December 28, 2019, respectively, based on interest rates on these dates. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. Basic earnings per share (“EPS”) are calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted EPS 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 earnings per share: Three Months Ended Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Numerator: Net income attributable to WW International, Inc. $ 54,525 $ 47,086 $ 62,468 $ 90,233 Denominator: Weighted average shares of common stock outstanding 68,013 67,298 67,697 67,129 Effect of dilutive common stock equivalents 1,989 2,319 2,239 2,235 Weighted average diluted common shares outstanding 70,002 69,617 69,936 69,364 Earnings per share attributable to WW International, Inc. Basic $ 0.80 $ 0.70 $ 0.92 $ 1.34 Diluted $ 0.78 $ 0.68 $ 0.89 $ 1.30 The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted EPS was 5,358 and 1,687 for the three months ended September 26, 2020 and September 28, 2019, respectively. The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted EPS was 3,589 and 1,793 for the nine months ended September 26, 2020 and September 28, 2019, respectively. |
Stock Plans
Stock Plans | 9 Months Ended |
Sep. 26, 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 was satisfied upon continued employment (with limited exceptions) on May 15, 2020. The performance-vesting criteria for two-thirds of these PSUs was satisfied when the Company achieved, in the case of the May 2017 awards, certain annual operating income objectives and, in the case of the July 2017 award, certain net income or operating income objectives, as applicable for each of the fiscal 2017 and fiscal 2018 performance years. 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 | 9 Months Ended |
Sep. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. The effective tax rates for the three and nine months ended September 26, 2020 were 13.6% and 17.8%, respectively. The effective tax rates for the three and nine months ended September 28, 2019 were 21.8% and 23.0%, respectively. For the nine months ended September 26, 2020, the tax expense was impacted by a tax benefit related to the reversal of the 2018, 2019 and 2020 tax impact of global intangible low-taxed income (“GILTI”) and a tax windfall from stock compensation, partially offset by an impairment of the Company’s Brazil reporting unit which has a full valuation allowance and an increase to tax reserves related to a foreign income tax audit. For the nine months ended September 26, 2020, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to tax expense from income earned in foreign jurisdictions and state income tax expense, partially offset by a tax benefit related to foreign-derived intangible income (“FDII”). For the nine months ended September 28, 2019, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to tax expense related to income earned in foreign jurisdictions, tax expense related to GILTI and state income tax expense, partially offset by tax benefits related to FDII, the reversal of tax reserves no longer needed and the cessation of certain publishing operations. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act (the “CARES Act”) was signed into law. The CARES Act includes provisions relating to modifications to the net interest deduction limitation, net operating loss carryforward rules, refundable payroll tax credits and deferment of the employer portion of certain payroll taxes. On July 20, 2020, the U.S. Treasury Department released final regulations under Internal Revenue Code Section 951A (TD 9902) permitting a taxpayer to elect to exclude from its GILTI inclusion items of income subject to a high effective rate of foreign tax. As a result of the final regulations, the Company recorded a $7,566 discrete tax benefit in the three months ended September 26, 2020 related to the 2018 and 2019 taxes previously accrued attributable to GILTI. |
Legal
Legal | 9 Months Ended |
Sep. 26, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal | 11. 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 Member Class Action Matters Two substantially similar class action complaints were filed by individual Studio + Digital members against the Company in the United States District Court for the Southern District of New York (the “SDNY”) in May 2020 (the “Vodden Matter”) and the Superior Court of California in Ventura County in June 2020 (the “Quintanilla Matter”). The complaints were filed on behalf of all Studio + Digital members nationwide and regard the fees charged for Studio + Digital memberships since the temporary replacement of in-person workshops with virtual workshops in March 2020 in response to the COVID-19 pandemic. The complaints alleged, among other things, that the Company’s decision to charge its members the full Studio + Digital membership fee while only providing a virtual workshop experience violated state consumer protection laws in New York and/or California, as applicable, and gave rise to claims for breach of contract, fraud, and other tort causes of action based on the same factual allegations that are the basis for the breach of contract claim. The plaintiffs sought to recover damages plus injunctive relief to enjoin the Company from engaging in similar conduct in the future on behalf of the class members. The Company filed a motion to dismiss the Vodden Matter on August 3, 2020 and , in response, the plaintiff filed a notice of voluntary dismissal without prejudice on August 17, 2020. The Company filed a notice to remove the Quintanilla Matter to the United States District Court for the Central District of California on July 30, 2020 and per the parties’ stipulation, the case was transferred to the SDNY on August 7, 2020. On September 23, 2020, the Company filed a motion to dismiss all of the plaintiff’s claims with prejudice. At the parties’ September 29, 2020 preliminary conference, the c ourt issued an order permitting the plaintiff to either submit her opposition to the motion to dismiss or file an amended complaint by October 14, 2020. On October 14, 2020, the plaintiff filed an amended complaint with predominantly the same claims. The Company intends to file another motion to dismiss the Quintanilla Matter on or about November 4, 2020. The Company believes that the Quintanilla Matter is without merit and intends to vigorously defend it. 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 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 | 9 Months Ended |
Sep. 26, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | 1 2 . As of September 26, 2020, the Company had in effect interest rate swaps with an aggregate notional amount totaling $750,000. As of December 28, 2019, the Company had in effect an interest rate swap with a notional amount totaling $1,000,000, which expired by its terms on April 2, 2020. On July 26, 2013, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap with an effective date of March 31, 2014 and a termination date of April 2, 2020. The initial notional amount of this swap was $1,500,000. During the term of this swap, the notional amount decreased from $1,500,000 effective March 31, 2014 to $1,250,000 on April 3, 2017 and to $1,000,000 on April 1, 2019. This interest rate swap effectively fixed the variable interest rate on the notional amount of this swap at 2.41%. This swap qualified for hedge accounting and, therefore, changes in the fair value of this swap were recorded in accumulated other comprehensive loss. On June 11, 2018, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap (the “2018 swap”) with an effective date of April 2, 2020 and a termination date of March 31, 2024. The initial notional amount of this swap 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 “current swaps”) with an effective date of April 2, 2020 and a termination date of March 31, 2024. The notional amount of this swap is $250,000. This interest rate swap effectively fixed the variable interest rate on the notional amount of this swap at 1.901%. The current swaps qualify for hedge accounting and, therefore, changes in the fair value of the current swaps have been recorded in accumulated other comprehensive loss. As of September 26, 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 $23,323 ($31,323 before taxes) and $15,529 ($20,856 before taxes), respectively. As of September 26, 2020, the aggregate fair value of the Company’s current swaps was a liability of $32,542, 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 swap was a liability of $1,881, which is included in derivative payable in the consolidated balance sheet. As of December 28, 2019, the aggregate fair value of the Company’s current swaps The Company is hedging forecasted transactions for periods not exceeding the next four years. The Company expects approximately $6,422 ($8,609 before taxes) of derivative losses included in accumulated other comprehensive loss at September 26, 2020, based on current market rates, will be reclassified into earnings within the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 26, 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 September 26, 2020 and December 28, 2019. The fair value of the Company’s borrowings under the Revolving Credit Facility approximated a carrying value of $0 at both September 26, 2020 and December 28, 2019. 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 September 26, 2020 and December 28, 2019, the fair value of the Company’s long-term debt was approximately $1,533,476 and $1,597,852, respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of $1,522,830 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 September 26, 2020 $ 32,542 $ 0 $ 32,542 $ 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 nine months ended September 26, 2020 and the fiscal year ended December 28, 2019. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 26, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 14. Amounts reclassified out of accumulated other comprehensive loss are as follows: Changes in Accumulated Other Comprehensive Loss by Component (a) Nine Months Ended September 26, 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 (13,937 ) (612 ) (14,549 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) 6,143 0 6,143 Net current period other comprehensive loss including noncontrolling interest (7,794 ) (612 ) (8,406 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 93 93 Ending balance at September 26, 2020 $ (23,323 ) $ (12,342 ) $ (35,665 ) (a) Amounts in parentheses indicate debits (b) See separate table below for details about these reclassifications Nine Months Ended September 28, 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 (15,585 ) 397 (15,188 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) (1,157 ) 0 (1,157 ) Net current period other comprehensive (loss) income including noncontrolling interest (16,742 ) 397 (16,345 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 38 38 Ending balance at September 28, 2019 $ (17,917 ) $ (14,147 ) $ (32,064 ) (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 Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Details about Other Comprehensive Loss Components Amounts Reclassified from Accumulated Other Comprehensive Loss Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented (Loss) Gain on Qualifying Hedges Interest rate contracts $ (3,698 ) $ (210 ) $ (8,235 ) $ 1,550 Interest expense (3,698 ) (210 ) (8,235 ) 1,550 Income before income taxes 939 53 2,092 (393 ) Provision from income taxes $ (2,759 ) $ (157 ) $ (6,143 ) $ 1,157 Net income (a) Amounts in parentheses indicate debits to profit/loss |
Segment Data
Segment Data | 9 Months Ended |
Sep. 26, 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 Total Revenue, net Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 North America $ 215,195 $ 243,684 $ 726,426 $ 749,341 Continental Europe 76,511 71,138 234,321 224,623 United Kingdom 20,472 22,933 65,238 72,068 Other 8,521 10,812 28,712 34,722 Total revenue, net $ 320,699 $ 348,567 $ 1,054,697 $ 1,080,754 Net Income Net Income Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Segment operating income: North America $ 79,978 $ 83,998 $ 204,748 $ 216,281 Continental Europe 37,159 32,679 92,360 73,518 United Kingdom 4,056 3,271 7,406 6,829 Other 1,551 1,435 1,582 2,829 Total segment operating income 122,744 121,383 306,096 299,457 General corporate expenses 30,102 26,654 137,601 77,358 Interest expense 29,735 33,118 92,281 103,045 Other (income) expense, net (211 ) 1,460 230 2,201 Provision for income taxes 8,604 13,123 13,546 26,834 Net income $ 54,514 $ 47,028 $ 62,438 $ 90,019 Net loss attributable to the noncontrolling interest 11 58 30 214 Net income attributable to WW International, Inc. $ 54,525 $ 47,086 $ 62,468 $ 90,233 Depreciation and Amortization Depreciation and Amortization Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 North America $ 9,496 $ 9,048 $ 30,041 $ 27,434 Continental Europe 409 496 1,192 1,272 United Kingdom 252 164 762 588 Other 91 103 273 321 Total segment depreciation and amortization 10,248 9,811 32,268 29,615 General corporate depreciation and amortization 4,403 3,235 11,748 10,804 Depreciation and amortization $ 14,651 $ 13,046 $ 44,016 $ 40,419 |
Related Party
Related Party | 9 Months Ended |
Sep. 26, 2020 | |
Related Party Transactions [Abstract] | |
Related Party | 16. 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 became exercisable on May 6, 2020, the date on which shareholder approval of such option was obtained. The amendment to the Strategic Collaboration Agreement became operative on May 6, 2020 when the Company’s shareholders approved the Winfrey Amendment Option. Based on the Black Scholes option pricing method as of May 6, 2020, the Company recorded $32,686 of compensation expense in the second quarter of fiscal 2020 for the Winfrey Amendment Option. The Company used a dividend yield of 0.0%, 63.68% volatility and a risk-free interest rate of 0.41%. Compensation expense is included as a component of selling, general and administrative expenses. In addition to the Strategic Collaboration Agreement, Ms. Winfrey and her related entities provided services to the Company totaling $305 and $2,066 for the three and nine months ended September 26, 2020, respectively, and $662 and $2,665 for the three and nine months ended September 28, 2019, respectively, which services included advertising, production and related fees. Also, during the three months ended September 28, 2019, the Company received advertising services from entities related to Ms. Winfrey at no charge with an estimated value of $330. 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 September 26, 2020 and December 28, 2019 was $198 and $72, respectively. In June 2020, as permitted by the transfer provisions set forth in the previously disclosed Share Purchase Agreement, dated October 18, 2015, between the Company and Ms. Winfrey, as amended, and the previously disclosed Winfrey Option Agreement, dated October 18, 2015, between the Company and Ms. Winfrey, Ms. Winfrey sold 604 of the shares she purchased under such purchase agreement and exercised a portion of her stock options granted in 2015 resulting in the sale of 297 shares issuable under such options, respectively . |
Restructuring
Restructuring | 9 Months Ended |
Sep. 26, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 1 7 . Restructuring As previously disclosed, in the second quarter of fiscal 2020, in connection with its cost-savings initiative, the Company committed to a plan of reduction in force which has resulted and will result in the elimination of certain positions and termination of employment for certain employees worldwide. The Company had previously estimated this plan would cost $14,000. This estimate has been revised to $22,500 driven primarily by the strategic cost reductions to the Company’s global Studio + Digital operations to adjust to anticipated consumer demand. s of , the Company had approximately employees, a majority of whom were part-time employees. The Company recorded expenses in connection with employee termination benefit costs of $2,251 ($1,680 after tax) and $13,459 ($9,996 after tax) during the three and ended September 26, 2020, respectively. These expenses impacted cost of revenues by $1,062 and $7,565 and selling, general and administrative expenses by $1,189 and $5,894 in the three and ended September 26, 2020, respectively. For the three and ended September 26, 2020, the Company made payments of $4,419 and $8,086, respectively, towards the liability for these expenses and increased provision estimates by $20 for each respective period. The Company expects the remaining liability of $5,393 to be paid in full no later than the end of fiscal 2021. The Company anticipates recording additional expenses in connection with this restructuring of approximately $9,000. 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 ended . These expenses impacted cost of revenues by $1,425 and selling, general and administrative expenses by $4,906 in the ended . The Company did not record additional expenses in connection with this organizational realignment. 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. For the ended September 26, 2020, the Company made payments of $1,052 towards the liability for these expenses and lowered provision estimates by $119. As of September 26, 2020, there was no outstanding liability related thereto. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Schedule of Lease Assets and Lease Liabilities | At September 26, 2020 and December 28, 2019, the Company’s lease assets and lease liabilities were as follows: September 26, 2020 December 28, 2019 Assets: Operating lease assets $ 131,777 $ 151,983 Finance lease assets 240 259 Total leased assets $ 132,017 $ 152,242 Liabilities: Current Operating $ 35,101 $ 33,236 Finance 112 126 Noncurrent Operating $ 110,034 $ 128,464 Finance 92 96 Total lease liabilities $ 145,339 $ 161,922 |
Schedule of Components of Lease Expense | For the three and nine months ended September 26, 2020 and September 28, 2019, the components of the Company’s lease expense were as follows Three Months Ended Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Operating lease cost: Fixed lease cost $ 12,040 $ 12,906 $ 37,181 $ 38,641 Variable lease cost 0 0 (4 ) 0 Total operating lease cost $ 12,040 $ 12,906 $ 37,177 $ 38,641 Finance lease cost: Amortization of leased assets 42 132 148 350 Interest on lease liabilities 3 4 9 17 Total finance lease cost $ 45 $ 136 $ 157 $ 367 Total lease cost $ 12,085 $ 13,042 $ 37,334 $ 39,008 |
Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates | At September 26, 2020 and December 28, 2019, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: September 26, 2020 December 28, 2019 Weighted Average Remaining Lease Term (years) Operating leases 6.91 7.06 Finance leases 2.36 2.43 Weighted Average Discount Rate Operating leases 6.90 7.02 Finance leases 5.56 5.97 |
Schedule of Maturity of Lease Liabilities | At September 26, 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 $ 11,670 $ 38 $ 11,708 2021 41,296 90 41,386 2022 29,884 59 29,943 2023 21,577 26 21,603 2024 16,165 5 16,170 Thereafter 65,922 0 65,922 Total lease payments $ 186,514 $ 218 $ 186,732 Less imputed interest 41,379 14 41,393 Present value of lease liabilities $ 145,135 $ 204 $ 145,339 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the nine months ended September 26, 2020 and September 28, 2019 were as follows: Nine Months Ended September 26, September 28, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 37,123 $ 38,664 Operating cash flows from finance leases $ 9 $ 17 Financing cash flows from finance leases $ 148 $ 350 Leased assets obtained in exchange for new operating lease liabilities $ 9,281 $ 26,270 Leased assets obtained in exchange for new finance lease liabilities $ 127 $ 105 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 26, 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 Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Digital Subscription Revenues $ 188,731 $ 153,940 $ 541,197 $ 459,764 Studio + Digital Fees 93,579 144,101 358,767 458,771 Service Revenues, net $ 282,310 $ 298,041 $ 899,964 $ 918,535 Product sales and other, net 38,389 50,526 154,733 162,219 Revenues, net $ 320,699 $ 348,567 $ 1,054,697 $ 1,080,754 |
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 September 26, 2020 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 122,120 $ 53,230 $ 9,227 $ 4,154 $ 188,731 Studio + Digital Fees 69,111 14,288 7,515 2,665 93,579 Service Revenues, net $ 191,231 $ 67,518 $ 16,742 $ 6,819 $ 282,310 Product sales and other, net 23,964 8,993 3,730 1,702 38,389 Revenues, net $ 215,195 $ 76,511 $ 20,472 $ 8,521 $ 320,699 Three Months Ended September 28, 2019 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 101,579 $ 42,230 $ 6,608 $ 3,523 $ 153,940 Studio + Digital Fees 108,338 20,644 10,733 4,386 144,101 Service Revenues, net $ 209,917 $ 62,874 $ 17,341 $ 7,909 $ 298,041 Product sales and other, net 33,767 8,264 5,592 2,903 50,526 Revenues, net $ 243,684 $ 71,138 $ 22,933 $ 10,812 $ 348,567 Nine Months Ended September 26, 2020 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 354,391 $ 150,572 $ 24,374 $ 11,860 $ 541,197 Studio + Digital Fees 268,086 53,665 26,645 10,371 358,767 Service Revenues, net $ 622,477 $ 204,237 $ 51,019 $ 22,231 $ 899,964 Product sales and other, net 103,949 30,084 14,219 6,481 154,733 Revenues, net $ 726,426 $ 234,321 $ 65,238 $ 28,712 $ 1,054,697 Nine Months Ended September 28, 2019 North Continental United America Europe Kingdom Other Total Digital Subscription Revenues $ 303,190 $ 125,999 $ 20,019 $ 10,556 $ 459,764 Studio + Digital Fees 342,896 68,274 33,493 14,108 458,771 Service Revenues, net $ 646,086 $ 194,273 $ 53,512 $ 24,664 $ 918,535 Product sales and other, net 103,255 30,350 18,556 10,058 162,219 Revenues, net $ 749,341 $ 224,623 $ 72,068 $ 34,722 $ 1,080,754 |
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 during the period (12,601 ) (4 ) Balance as of September 26, 2020 $ 48,012 $ 50 |
Franchise Rights Acquired, Go_2
Franchise Rights Acquired, Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Change in Carrying Amount of Goodwill | For the nine months ended September 26, 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 (933 ) 228 (31 ) (724 ) (1,460 ) Balance as of September 26, 2020 $ 143,007 $ 7,243 $ 1,182 $ 1,359 $ 152,791 |
Schedule of Carrying Values of Finite-lived Intangible Assets | The carrying values of finite-lived intangible assets as of September 26, 2020 and December 28, 2019 were as follows: September 26, 2020 December 28, 2019 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Capitalized software costs $ 127,891 $ 105,530 $ 119,537 $ 97,588 Website development costs 91,098 63,406 77,823 50,748 Trademarks 11,974 11,402 11,869 11,228 Other 14,043 5,062 14,003 4,637 Trademarks and other intangible assets $ 245,006 $ 185,400 $ 223,232 $ 164,201 Franchise rights acquired 7,866 4,463 8,180 4,618 Total finite-lived intangible assets $ 252,872 $ 189,863 $ 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 $ 7,525 Fiscal 2021 $ 25,100 Fiscal 2022 $ 15,034 Fiscal 2023 $ 4,961 Fiscal 2024 and thereafter $ 10,389 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | The components of the Company’s long-term debt were as follows: September 26, 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 $ 0 $ 0 $ 0 2.94 % $ 0 $ 0 $ 0 0.00 % Term Loan Facility due November 29, 2024 1,247,500 5,439 18,333 6.54 % 1,305,250 6,418 21,634 7.93 % Notes due December 1, 2025 300,000 898 0 8.62 % 300,000 1,028 0 8.72 % Total $ 1,547,500 $ 6,337 $ 18,333 6.84 % $ 1,605,250 $ 7,446 $ 21,634 8.07 % Less: Current portion 96,250 96,250 Unamortized deferred financing costs 6,337 7,446 Unamortized debt discount 18,333 21,634 Total long-term debt $ 1,426,580 $ 1,479,920 (1) Includes amortization of deferred financing costs and debt discount. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Numerator: Net income attributable to WW International, Inc. $ 54,525 $ 47,086 $ 62,468 $ 90,233 Denominator: Weighted average shares of common stock outstanding 68,013 67,298 67,697 67,129 Effect of dilutive common stock equivalents 1,989 2,319 2,239 2,235 Weighted average diluted common shares outstanding 70,002 69,617 69,936 69,364 Earnings per share attributable to WW International, Inc. Basic $ 0.80 $ 0.70 $ 0.92 $ 1.34 Diluted $ 0.78 $ 0.68 $ 0.89 $ 1.30 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 26, 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 September 26, 2020 $ 32,542 $ 0 $ 32,542 $ 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 nine months ended September 26, 2020 and the fiscal year ended December 28, 2019. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 26, 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) Nine Months Ended September 26, 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 (13,937 ) (612 ) (14,549 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) 6,143 0 6,143 Net current period other comprehensive loss including noncontrolling interest (7,794 ) (612 ) (8,406 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 93 93 Ending balance at September 26, 2020 $ (23,323 ) $ (12,342 ) $ (35,665 ) (a) Amounts in parentheses indicate debits (b) See separate table below for details about these reclassifications Nine Months Ended September 28, 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 (15,585 ) 397 (15,188 ) Amounts reclassified from accumulated other comprehensive loss, net of tax (b) (1,157 ) 0 (1,157 ) Net current period other comprehensive (loss) income including noncontrolling interest (16,742 ) 397 (16,345 ) Less: Net current period other comprehensive loss attributable to the noncontrolling interest 0 38 38 Ending balance at September 28, 2019 $ (17,917 ) $ (14,147 ) $ (32,064 ) (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 Nine Months Ended September 26, September 28, September 26, September 28, 2020 2019 2020 2019 Details about Other Comprehensive Loss Components Amounts Reclassified from Accumulated Other Comprehensive Loss Amounts Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented (Loss) Gain on Qualifying Hedges Interest rate contracts $ (3,698 ) $ (210 ) $ (8,235 ) $ 1,550 Interest expense (3,698 ) (210 ) (8,235 ) 1,550 Income before income taxes 939 53 2,092 (393 ) Provision from income taxes $ (2,759 ) $ (157 ) $ (6,143 ) $ 1,157 Net income (a) Amounts in parentheses indicate debits to profit/loss |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Information About Reportable Segments | Information about the Company’s reportable segments is as follows: Total Revenue, net Total Revenue, net Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 North America $ 215,195 $ 243,684 $ 726,426 $ 749,341 Continental Europe 76,511 71,138 234,321 224,623 United Kingdom 20,472 22,933 65,238 72,068 Other 8,521 10,812 28,712 34,722 Total revenue, net $ 320,699 $ 348,567 $ 1,054,697 $ 1,080,754 Net Income Net Income Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Segment operating income: North America $ 79,978 $ 83,998 $ 204,748 $ 216,281 Continental Europe 37,159 32,679 92,360 73,518 United Kingdom 4,056 3,271 7,406 6,829 Other 1,551 1,435 1,582 2,829 Total segment operating income 122,744 121,383 306,096 299,457 General corporate expenses 30,102 26,654 137,601 77,358 Interest expense 29,735 33,118 92,281 103,045 Other (income) expense, net (211 ) 1,460 230 2,201 Provision for income taxes 8,604 13,123 13,546 26,834 Net income $ 54,514 $ 47,028 $ 62,438 $ 90,019 Net loss attributable to the noncontrolling interest 11 58 30 214 Net income attributable to WW International, Inc. $ 54,525 $ 47,086 $ 62,468 $ 90,233 Depreciation and Amortization Depreciation and Amortization Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 North America $ 9,496 $ 9,048 $ 30,041 $ 27,434 Continental Europe 409 496 1,192 1,272 United Kingdom 252 164 762 588 Other 91 103 273 321 Total segment depreciation and amortization 10,248 9,811 32,268 29,615 General corporate depreciation and amortization 4,403 3,235 11,748 10,804 Depreciation and amortization $ 14,651 $ 13,046 $ 44,016 $ 40,419 |
Accounting Standards Adopted _2
Accounting Standards Adopted in Current Year - Additional Information (Detail) - ASU 2018-15 | Sep. 26, 2020 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Dec. 29, 2019 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Assets: | ||
Operating lease assets | $ 131,777 | $ 151,983 |
Finance lease assets | 240 | 259 |
Total leased assets | 132,017 | 152,242 |
Current | ||
Operating | 35,101 | 33,236 |
Finance | 112 | 126 |
Noncurrent | ||
Operating | 110,034 | 128,464 |
Finance | 92 | 96 |
Total lease liabilities | $ 145,339 | $ 161,922 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Operating lease cost: | ||||
Fixed lease cost | $ 12,040 | $ 12,906 | $ 37,181 | $ 38,641 |
Variable lease cost | 0 | 0 | (4) | 0 |
Total operating lease cost | 12,040 | 12,906 | 37,177 | 38,641 |
Finance lease cost: | ||||
Amortization of leased assets | 42 | 132 | 148 | 350 |
Interest on lease liabilities | 3 | 4 | 9 | 17 |
Total finance lease cost | 45 | 136 | 157 | 367 |
Total lease cost | $ 12,085 | $ 13,042 | $ 37,334 | $ 39,008 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates (Detail) | Sep. 26, 2020 | Dec. 28, 2019 |
Weighted Average Remaining Lease Term (years) | ||
Operating leases | 6 years 10 months 28 days | 7 years 21 days |
Finance leases | 2 years 4 months 9 days | 2 years 5 months 4 days |
Weighted Average Discount Rate | ||
Operating leases | 6.90% | 7.02% |
Finance leases | 5.56% | 5.97% |
Leases - Additional Information
Leases - Additional Information (Detail) | 9 Months Ended |
Sep. 26, 2020 | |
Lessee Lease Description [Line Items] | |
Lease weighted average remaining lease term | 6 years 10 months 28 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 | Sep. 26, 2020 | Dec. 28, 2019 |
Operating Leases | ||
Remainder of fiscal 2020 | $ 11,670 | |
2021 | 41,296 | |
2022 | 29,884 | |
2023 | 21,577 | |
2024 | 16,165 | |
Thereafter | 65,922 | |
Total lease payments | 186,514 | |
Less imputed interest | 41,379 | |
Present value of lease liabilities | 145,135 | |
Finance Leases | ||
Remainder of fiscal 2020 | 38 | |
2021 | 90 | |
2022 | 59 | |
2023 | 26 | |
2024 | 5 | |
Thereafter | 0 | |
Total lease payments | 218 | |
Less imputed interest | 14 | |
Present value of lease liabilities | 204 | |
Total | ||
Remainder of fiscal 2020 | 11,708 | |
2021 | 41,386 | |
2022 | 29,943 | |
2023 | 21,603 | |
2024 | 16,170 | |
Thereafter | 65,922 | |
Total lease payments | 186,732 | |
Less imputed interest | 41,393 | |
Present value of lease liabilities | $ 145,339 | $ 161,922 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 37,123 | $ 38,664 |
Operating cash flows from finance leases | 9 | 17 |
Financing cash flows from finance leases | 148 | 350 |
Leased assets obtained in exchange for new operating lease liabilities | 9,281 | 26,270 |
Leased assets obtained in exchange for new finance lease liabilities | $ 127 | $ 105 |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues Disaggregated by Revenue Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 320,699 | $ 348,567 | $ 1,054,697 | $ 1,080,754 |
Digital Subscription Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 188,731 | 153,940 | 541,197 | 459,764 |
Studio + Digital Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 93,579 | 144,101 | 358,767 | 458,771 |
Service Revenues, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 282,310 | 298,041 | 899,964 | 918,535 |
Product sales and other, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 38,389 | $ 50,526 | $ 154,733 | $ 162,219 |
Revenue - Schedule of Revenue_2
Revenue - Schedule of Revenues Disaggregated by Revenue Source and Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 320,699 | $ 348,567 | $ 1,054,697 | $ 1,080,754 |
North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 215,195 | 243,684 | 726,426 | 749,341 |
Continental Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 76,511 | 71,138 | 234,321 | 224,623 |
United Kingdom | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 20,472 | 22,933 | 65,238 | 72,068 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 8,521 | 10,812 | 28,712 | 34,722 |
Digital Subscription Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 188,731 | 153,940 | 541,197 | 459,764 |
Digital Subscription Revenues | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 122,120 | 101,579 | 354,391 | 303,190 |
Digital Subscription Revenues | Continental Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 53,230 | 42,230 | 150,572 | 125,999 |
Digital Subscription Revenues | United Kingdom | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 9,227 | 6,608 | 24,374 | 20,019 |
Digital Subscription Revenues | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 4,154 | 3,523 | 11,860 | 10,556 |
Studio + Digital Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 93,579 | 144,101 | 358,767 | 458,771 |
Studio + Digital Fees | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 69,111 | 108,338 | 268,086 | 342,896 |
Studio + Digital Fees | Continental Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 14,288 | 20,644 | 53,665 | 68,274 |
Studio + Digital Fees | United Kingdom | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 7,515 | 10,733 | 26,645 | 33,493 |
Studio + Digital Fees | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 2,665 | 4,386 | 10,371 | 14,108 |
Service Revenues, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 282,310 | 298,041 | 899,964 | 918,535 |
Service Revenues, net | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 191,231 | 209,917 | 622,477 | 646,086 |
Service Revenues, net | Continental Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 67,518 | 62,874 | 204,237 | 194,273 |
Service Revenues, net | United Kingdom | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 16,742 | 17,341 | 51,019 | 53,512 |
Service Revenues, net | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 6,819 | 7,909 | 22,231 | 24,664 |
Product sales and other, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 38,389 | 50,526 | 154,733 | 162,219 |
Product sales and other, net | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 23,964 | 33,767 | 103,949 | 103,255 |
Product sales and other, net | Continental Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 8,993 | 8,264 | 30,084 | 30,350 |
Product sales and other, net | United Kingdom | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 3,730 | 5,592 | 14,219 | 18,556 |
Product sales and other, net | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 1,702 | $ 2,903 | $ 6,481 | $ 10,058 |
Revenue - Schedule of Accounts
Revenue - Schedule of Accounts Receivable and Deferred Revenues (Detail) $ in Thousands | 9 Months Ended |
Sep. 26, 2020USD ($) | |
Deferred Revenue - Short Term | |
Contract With Customer Asset And Liability [Line Items] | |
Deferred Revenue, Beginning balance | $ 60,613 |
Net decrease during the period | (12,601) |
Deferred Revenue, Ending balance | 48,012 |
Deferred Revenue - Long Term | |
Contract With Customer Asset And Liability [Line Items] | |
Deferred Revenue, Beginning balance | 54 |
Net decrease during the period | (4) |
Deferred Revenue, Ending balance | $ 50 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Dec. 28, 2019 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred revenue recognized | $ 59,898 | |
Other Liabilities | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Long-term deferred revenue | $ 50 | $ 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 | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Goodwill [Line Items] | ||||
Beginning balance | $ 157,916 | |||
Goodwill impairment | $ 0 | $ 0 | (3,665) | $ 0 |
Effect of exchange rate changes | (1,460) | |||
Ending balance | 152,791 | 152,791 | ||
North America | ||||
Goodwill [Line Items] | ||||
Beginning balance | 143,940 | |||
Goodwill impairment | 0 | |||
Effect of exchange rate changes | (933) | |||
Ending balance | 143,007 | 143,007 | ||
Continental Europe | ||||
Goodwill [Line Items] | ||||
Beginning balance | 7,015 | |||
Goodwill impairment | 0 | |||
Effect of exchange rate changes | 228 | |||
Ending balance | 7,243 | 7,243 | ||
United Kingdom | ||||
Goodwill [Line Items] | ||||
Beginning balance | 1,213 | |||
Goodwill impairment | 0 | |||
Effect of exchange rate changes | (31) | |||
Ending balance | 1,182 | 1,182 | ||
Other | ||||
Goodwill [Line Items] | ||||
Beginning balance | 5,748 | |||
Goodwill impairment | (3,665) | |||
Effect of exchange rate changes | (724) | |||
Ending balance | $ 1,359 | $ 1,359 |
Franchise Rights Acquired, Go_4
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | May 03, 2020 | May 05, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Jan. 02, 2021 | Dec. 28, 2019 |
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Goodwill | $ 152,791,000 | $ 152,791,000 | $ 157,916,000 | |||||
Goodwill impairment | 0 | $ 0 | 3,665,000 | $ 0 | ||||
Finite-lived intangible assets, aggregate amortization expense | $ 7,557,000 | $ 6,973,000 | $ 22,108,000 | $ 22,014,000 | ||||
Goodwill | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Reporting unit, percentage of estimated fair value in excess of carrying amount | 100.00% | 100.00% | ||||||
Franchise Rights | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Indefinite-lived intangible assets, impairment charges | $ 0 | $ 0 | ||||||
Reporting units percentage of rights acquired | 92.20% | 92.20% | ||||||
Scenario, Forecast | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Franchise right maturity period | 7 years | |||||||
United States | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Netbook value | $ 671,914,000 | |||||||
Goodwill | $ 102,968,000 | 102,968,000 | ||||||
Canada | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Netbook value | 53,915,000 | |||||||
Goodwill | $ 40,040,000 | $ 40,040,000 | ||||||
Canada | Franchise Rights | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Reporting units percentage of rights acquired | 7.20% | 7.20% | ||||||
Reporting unit, percentage of estimated fair value in excess of carrying amount | 16.50% | 16.50% | ||||||
United Kingdom | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Netbook value | $ 11,483,000 | |||||||
Australia | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Netbook value | 6,316,000 | |||||||
New Zealand | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Netbook value | 4,633,000 | |||||||
New Zealand | Franchise Rights | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Netbook value | $ 4,633,000 | |||||||
Reporting units percentage of rights acquired | 0.60% | 0.60% | ||||||
Reporting unit, percentage of estimated fair value in excess of carrying amount | 9.80% | 9.80% | ||||||
Other Countries | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Goodwill | $ 9,783,000 | $ 9,783,000 | ||||||
Brazil | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Goodwill impairment | $ 3,665,000 | |||||||
Minimum | Franchise Rights | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Reporting unit, percentage of estimated fair value in excess of carrying amount | 35.00% | 35.00% | ||||||
Franchise Rights | Maximum | ||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||||
Finite-lived intangible assets, estimated useful life (in years) | 1 year |
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 | Sep. 26, 2020 | Dec. 28, 2019 |
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 252,872 | $ 231,412 |
Accumulated Amortization | 189,863 | 168,819 |
Capitalized software costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 127,891 | 119,537 |
Accumulated Amortization | 105,530 | 97,588 |
Website development costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 91,098 | 77,823 |
Accumulated Amortization | 63,406 | 50,748 |
Trademarks | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 11,974 | 11,869 |
Accumulated Amortization | 11,402 | 11,228 |
Other | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 14,043 | 14,003 |
Accumulated Amortization | 5,062 | 4,637 |
Trademarks and other intangible assets | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 245,006 | 223,232 |
Accumulated Amortization | 185,400 | 164,201 |
Franchise Rights | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 7,866 | 8,180 |
Accumulated Amortization | $ 4,463 | $ 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 | Sep. 26, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of fiscal 2020 | $ 7,525 |
Fiscal 2021 | 25,100 |
Fiscal 2022 | 15,034 |
Fiscal 2023 | 4,961 |
Fiscal 2024 and thereafter | $ 10,389 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 | |
Debt Instrument | |||
Total Debt | $ 1,547,500 | $ 1,605,250 | |
Less: Current portion | 96,250 | 96,250 | |
Unamortized Deferred Financing Costs | 6,337 | 7,446 | |
Unamortized Debt discount | 18,333 | 21,634 | |
Total long-term debt | $ 1,426,580 | $ 1,479,920 | |
Effective Interest Rate | [1] | 6.84% | 8.07% |
Term Loan due November 29, 2024 | |||
Debt Instrument | |||
Total Debt | $ 1,247,500 | $ 1,305,250 | |
Unamortized Deferred Financing Costs | 5,439 | 6,418 | |
Unamortized Debt discount | $ 18,333 | $ 21,634 | |
Effective Interest Rate | [1] | 6.54% | 7.93% |
Notes due December 1, 2025 | |||
Debt Instrument | |||
Total Debt | $ 300,000 | $ 300,000 | |
Unamortized Deferred Financing Costs | 898 | 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 | $ 0 | $ 0 | |
Unamortized Deferred Financing Costs | 0 | 0 | |
Unamortized Debt discount | $ 0 | $ 0 | |
Effective Interest Rate | [1] | 2.94% | 0.00% |
[1] | Includes amortization of deferred financing costs and debt discount. |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Nov. 30, 2020 | Jun. 14, 2020USD ($) | Jun. 05, 2020USD ($) | Mar. 23, 2020USD ($) | Oct. 10, 2019USD ($) | May 31, 2019USD ($) | Nov. 29, 2017USD ($) | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 30, 2017USD ($) | Jan. 02, 2021 | Sep. 26, 2020USD ($) | Jan. 01, 2022 | Dec. 28, 2019USD ($) | |
Debt Instrument | |||||||||||||||
Unamortized Debt discount | $ 18,333,000 | $ 21,634,000 | |||||||||||||
Write-off of deferred financing fees | $ 4,808,000 | ||||||||||||||
Gain (loss) on early extinguishment of debt | (10,524,000) | ||||||||||||||
Loan outstanding amount | $ 1,547,500,000 | $ 1,605,250,000 | |||||||||||||
Percentage of equity interests pledged | 100.00% | ||||||||||||||
Effective Interest Rate | [1] | 6.84% | 8.07% | ||||||||||||
Average interest rate on outstanding debt, exclusive the impact of swap | 6.95% | 8.08% | |||||||||||||
Average interest rate on outstanding debt, including the impact of swap | 7.34% | 7.59% | |||||||||||||
Scenario, Forecast | |||||||||||||||
Debt Instrument | |||||||||||||||
Increase decrease in consolidated first lien leverage ratio | 3.75 | 4.50 | |||||||||||||
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 | |||||||||||||||
Total Debt | 150,000,000 | $ 1,522,830,000 | $ 1,576,170,000 | ||||||||||||
Line of credit facility drawn amount | 0 | 0 | |||||||||||||
Unamortized Debt discount | 0 | 0 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 175,000,000 | ||||||||||||||
Credit Facility, increase in amount | $ 25,000,000 | ||||||||||||||
Repayment of line of credit | $ 148,000,000 | ||||||||||||||
Loan outstanding amount | 0 | $ 0 | |||||||||||||
Credit facility available amount | 173,846,000 | ||||||||||||||
Line of credit facility, issued but undrawn letters of credit | $ 1,154,000 | ||||||||||||||
Consolidated first lien leverage ratio | 3.75 | 2.80 | |||||||||||||
Effective Interest Rate | [1] | 2.94% | 0.00% | ||||||||||||
Percentage of equity interests pledged | 0.625% | 0.35% | |||||||||||||
Minimum outstanding amount to compliance springing maintenance covenant | 33.33% | ||||||||||||||
Maximum decrease amount not compliance with maintenance covenant | $ 58,333,000,000 | ||||||||||||||
Revolving Credit Facility | Scenario, Forecast | |||||||||||||||
Debt Instrument | |||||||||||||||
Increase decrease in consolidated first lien leverage ratio | 4.50 | 5 | |||||||||||||
Credit Facilities | |||||||||||||||
Debt Instrument | |||||||||||||||
Total Debt | 1,565,000,000 | 1,547,500,000 | |||||||||||||
Line of credit facility drawn amount | 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 | $ 1,247,500,000 | |||||||||||||
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 | |||||||||||||
Loan 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 | 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 | Scenario, Forecast | |||||||||||||||
Debt Instrument | |||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 108.625% | ||||||||||||||
Notes due December 1, 2025 | Scenario, Forecast | Change of Control | |||||||||||||||
Debt Instrument | |||||||||||||||
Repurchase price of principal amount of notes plus accrued and unpaid interest | 101.00% | ||||||||||||||
Notes due December 1, 2025 | Scenario, Forecast | Sale of Assets | |||||||||||||||
Debt Instrument | |||||||||||||||
Repurchase price of principal amount of notes plus accrued and unpaid interest | 100.00% | ||||||||||||||
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 | |||||||||||||||
Write-off of deferred financing fees | $ 526,000 | $ 526,000 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 1,540,000,000 | ||||||||||||||
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 | ||||||||||||||
Term Loan due November 29, 2024 | |||||||||||||||
Debt Instrument | |||||||||||||||
Unamortized Debt discount | 18,333,000 | $ 21,634,000 | |||||||||||||
Loan outstanding amount | $ 1,247,500,000 | $ 1,305,250,000 | |||||||||||||
Effective Interest Rate | [1] | 6.54% | 7.93% | ||||||||||||
Term Loan due November 29, 2024 | Senior Secured Credit Facilities | |||||||||||||||
Debt Instrument | |||||||||||||||
Loan outstanding amount | $ 1,247,500,000 | ||||||||||||||
Revolving Credit Facility | |||||||||||||||
Debt Instrument | |||||||||||||||
Total Debt | $ 0 | ||||||||||||||
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% | ||||||||||||||
Revolving Credit Facility | Consolidated First Lien Leverage Ratio Greater Than Or Equal To Three Point Seven Five | |||||||||||||||
Debt Instrument | |||||||||||||||
Credit facility, interest rate | 3.00% | ||||||||||||||
Consolidated first lien leverage ratio | 3.75 | ||||||||||||||
[1] | Includes amortization of deferred financing costs and debt discount. |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Numerator: | ||||
Net income attributable to WW International, Inc. | $ 54,525 | $ 47,086 | $ 62,468 | $ 90,233 |
Denominator: | ||||
Weighted average shares of common stock outstanding | 68,013 | 67,298 | 67,697 | 67,129 |
Effect of dilutive common stock equivalents | 1,989 | 2,319 | 2,239 | 2,235 |
Weighted average diluted common shares outstanding | 70,002 | 69,617 | 69,936 | 69,364 |
Earnings per share attributable to WW International, Inc. | ||||
Basic | $ 0.80 | $ 0.70 | $ 0.92 | $ 1.34 |
Diluted | $ 0.78 | $ 0.68 | $ 0.89 | $ 1.30 |
Earnings Per Share Data - Addit
Earnings Per Share Data - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive common stock equivalents excluded from the calculation of diluted EPS | 5,358 | 1,687 | 3,589 | 1,793 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - Performance-based Stock Unit - shares | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2017 | May 31, 2017 | Jan. 02, 2021 | 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 | ||||||
Applicable achievement percentage | 166.67% | 166.67% | |||||
Vested | 219,300 | ||||||
Net debt to EBITDA ratio | 450.00% | ||||||
Debt ratio achievement percentage | 166.67% | ||||||
Scenario, Forecast | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vested | 122,600 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 20, 2020 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 13.60% | 21.80% | 17.80% | 23.00% | |
Discrete tax benefit to claim relief from prior year taxes previously accrued attributable to global intangible low taxed income | $ (7,566) |
Derivative Instruments and He_2
Derivative Instruments and Hedging - Additional Information (Detail) - USD ($) | Jun. 07, 2019 | Jun. 11, 2018 | Jul. 26, 2013 | Sep. 26, 2020 | Dec. 28, 2019 |
Derivative | |||||
Maximum length of time hedging forecasted | 4 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 | $ 6,422,000 | ||||
Derivative loss included in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings within the next 12 months, before tax | $ 8,609,000 | ||||
Interest Rate Swap | |||||
Derivative | |||||
Forward starting interest rate swap, termination date | Mar. 31, 2024 | Mar. 31, 2024 | Apr. 2, 2020 | ||
Forward-starting interest rate swap, effective date | Apr. 2, 2020 | Apr. 2, 2020 | Mar. 31, 2014 | ||
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 | $ 23,323,000 | $ 15,529,000 | |||
Cumulative losses for qualifying hedges reported as a component of accumulated other comprehensive loss before tax | 31,323,000 | 20,856,000 | |||
Interest Rate Swap | Derivative Payable | |||||
Derivative | |||||
Interest rate swap liability | 1,881,000 | ||||
Interest Rate Swap | Cash Flow Hedging | |||||
Derivative | |||||
Notional amount | $ 250,000,000 | $ 500,000,000 | $ 1,500,000,000 | 750,000,000 | $ 1,000,000,000 |
Forward starting interest rate swap, termination date | Apr. 2, 2020 | ||||
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 | ||||
Current Swap | Derivative Payable | |||||
Derivative | |||||
Interest rate swap liability | $ 32,542,000 | $ 19,716,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 26, 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 | 0 | 0 | |
Fair value of long-term debt | 1,533,476,000 | 1,597,852,000 | |
Debt outstanding amount | $ 1,522,830,000 | $ 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 | Sep. 26, 2020 | Dec. 28, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap liability | $ 32,542 | $ 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 | 32,542 | 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 | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | $ (685,543) | $ (808,943) | |
Other comprehensive (loss) income before reclassifications, net of tax | [1] | (14,549) | (15,188) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | 6,143 | (1,157) |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | (8,406) | (16,345) |
Less: Net current period other comprehensive loss attributable to the noncontrolling interest | [1] | 93 | 38 |
Ending balance | (584,750) | (723,602) | |
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] | (13,937) | (15,585) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | 6,143 | (1,157) |
Net current period other comprehensive (loss) income including noncontrolling interest | [1] | (7,794) | (16,742) |
Less: Net current period other comprehensive loss attributable to the noncontrolling interest | [1] | 0 | 0 |
Ending balance | [1] | (23,323) | (17,917) |
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] | (612) | 397 |
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] | (612) | 397 |
Less: Net current period other comprehensive loss attributable to the noncontrolling interest | [1] | 93 | 38 |
Ending balance | [1] | (12,342) | (14,147) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | [1] | (27,352) | (15,757) |
Ending balance | [1] | $ (35,665) | $ (32,064) |
[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 | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Interest expense | $ (29,735) | $ (33,118) | $ (92,281) | $ (103,045) | |
Income before income taxes | (63,118) | (60,151) | (75,984) | (116,853) | |
Provision from income taxes | 8,604 | 13,123 | 13,546 | 26,834 | |
Net income | (54,514) | (47,028) | (62,438) | (90,019) | |
(Loss) Gain on Qualifying Hedges | Reclassification out of Accumulated Other Comprehensive Income | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Income before income taxes | [1] | (3,698) | (210) | (8,235) | 1,550 |
Provision from income taxes | [1] | 939 | 53 | 2,092 | (393) |
Net income | [1] | (2,759) | (157) | (6,143) | 1,157 |
(Loss) Gain 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] | $ (3,698) | $ (210) | $ (8,235) | $ 1,550 |
[1] | Amounts in parentheses indicate debits to profit/loss |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) | 9 Months Ended |
Sep. 26, 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 | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 320,699 | $ 348,567 | $ 1,054,697 | $ 1,080,754 |
Operating income | 92,642 | 94,729 | 168,495 | 222,099 |
Interest expense | 29,735 | 33,118 | 92,281 | 103,045 |
Other (income) expense, net | (211) | 1,460 | 230 | 2,201 |
Provision for income taxes | 8,604 | 13,123 | 13,546 | 26,834 |
Net income | 54,514 | 47,028 | 62,438 | 90,019 |
Net loss attributable to the noncontrolling interest | 11 | 58 | 30 | 214 |
Net income attributable to WW International, Inc. | 54,525 | 47,086 | 62,468 | 90,233 |
Depreciation and amortization | 14,651 | 13,046 | 44,016 | 40,419 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 122,744 | 121,383 | 306,096 | 299,457 |
Depreciation and amortization | 10,248 | 9,811 | 32,268 | 29,615 |
General corporate expenses | ||||
Segment Reporting Information [Line Items] | ||||
General corporate expenses | 30,102 | 26,654 | 137,601 | 77,358 |
Depreciation and amortization | 4,403 | 3,235 | 11,748 | 10,804 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 215,195 | 243,684 | 726,426 | 749,341 |
North America | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 79,978 | 83,998 | 204,748 | 216,281 |
Depreciation and amortization | 9,496 | 9,048 | 30,041 | 27,434 |
Continental Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 76,511 | 71,138 | 234,321 | 224,623 |
Continental Europe | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 37,159 | 32,679 | 92,360 | 73,518 |
Depreciation and amortization | 409 | 496 | 1,192 | 1,272 |
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 20,472 | 22,933 | 65,238 | 72,068 |
United Kingdom | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 4,056 | 3,271 | 7,406 | 6,829 |
Depreciation and amortization | 252 | 164 | 762 | 588 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 8,521 | 10,812 | 28,712 | 34,722 |
Other | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 1,551 | 1,435 | 1,582 | 2,829 |
Depreciation and amortization | $ 91 | $ 103 | $ 273 | $ 321 |
Related Party - Additional Info
Related Party - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 15, 2019 | Oct. 18, 2015 | Sep. 26, 2020 | Jun. 27, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 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 | |||||||
Dividend yield | 0.00% | |||||||
Volatility rate | 63.68% | |||||||
Risk-fee interest rate | 0.41% | |||||||
Accounts payable to related parties | $ 198 | $ 198 | $ 72 | |||||
Number of shares purchased from related party | 604,000 | |||||||
Stock options exercised | 297,000 | |||||||
Ms. Winfrey and her related entities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction, service provided by related party | 305 | $ 662 | $ 2,066 | $ 2,665 | ||||
Related Party, advertising expenses | $ 330 | |||||||
Related Party Transaction, actual costs reimbursed | $ 2 | $ 1,653 | ||||||
Selling, General and Administrative Expenses | Ms. Winfrey | ||||||||
Related Party Transaction [Line Items] | ||||||||
Compensation expense | $ 32,686 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 26, 2020USD ($) | Sep. 26, 2020USD ($)Employee | Sep. 28, 2019USD ($) | Dec. 28, 2019USD ($) | Jun. 27, 2020USD ($) | |
Restructuring Cost And Reserve [Line Items] | |||||
Percentage of reduction in headcount | 35.00% | ||||
Number of majority employee | Employee | 11 | ||||
Expenses | $ 2,251 | $ 13,459 | $ 6,331 | ||
Expenses, after tax | 1,680 | 9,996 | 4,727 | ||
Anticipates recording additional expenses in connection with restructuring | 9,000 | 9,000 | |||
Payments for expenses | 4,419 | 8,086 | $ 5,077 | ||
Provisions | 20 | 20 | $ 83 | ||
Restructuring remaining liability | 5,393 | 5,393 | |||
Revision in estimates | 22,500 | 22,500 | $ 14,000 | ||
Fiscal 2019 | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Payments for expenses | 1,052 | ||||
Provisions | 119 | ||||
Restructuring liability | 0 | 0 | |||
Cost of Revenues | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Expenses | 1,062 | 7,565 | 1,425 | ||
Selling, General and Administrative Expenses | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Expenses | $ 1,189 | $ 5,894 | $ 4,906 |