Basis of Presentation	12 Months Ended
Dec. 28, 2024
Accounting Policies [Abstract]
Basis of Presentation	1. Basis of Presentation The accompanying consolidated financial statements include the accounts of WW International, Inc., all of its subsidiaries and the variable interest entities of which WW International, Inc. is the primary beneficiary (as discussed below). 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, which formerly included Digital 360 (as applicable). The Company’s “Workshops + Digital” business refers to providing subscriptions for unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings (including to former Digital 360 members (as applicable)). The Company’s “Clinical” business refers to providing subscriptions to the Company’s clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence) combined with the Company’s digital subscription product offerings and unlimited access to the Company’s workshops. In the second quarter of fiscal 2022, the Company ceased offering its Digital 360 product. More than a majority of associated members were transitioned from the Company’s Digital business to its Workshops + Digital business during the second quarter of fiscal 2022, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. The cessation of this product offering and these transitions of former Digital 360 members at the then-current pricing for such product impacted the number of End of Period Subscribers in each business as well as the associated Paid Weeks and Revenues for each business. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. As previously disclosed, effective the first day of fiscal 2024 (i.e., December 31, 2023), as a result of the continued evolution of the Company’s centralized organizational structure in fiscal 2023, and management’s 2024 strategic planning process, the Company’s reportable segments changed to one segment for the purpose of making operational and resource decisions and assessing financial performance. Segment data for the fiscal years ended December 30, 2023 and December 31, 2022 has been updated to reflect this reportable segment structure. See Note 17 for disclosures related to segments. In the fourth quarter of fiscal 2024, the Company identified and recorded an out-of-period adjustment related to an income tax error. The impact of correcting this error, which was immaterial to all current and prior period financial statements and corrected in the fourth quarter of fiscal 2024, resulted in an income tax benefit of approximately $1,963, with a corresponding increase to other comprehensive loss, for the fiscal year ended December 28, 2024. In the second quarter of fiscal 2024, the Company identified and recorded an out-of-period adjustment related to an income tax error. The impact of correcting this error, which was immaterial to all current and prior period financial statements and corrected in the second quarter of fiscal 2024, resulted in an income tax expense of approximately $2,748, with a corresponding decrease to net income, for the fiscal year ended December 28, 2024. On April 10, 2023, the Company completed its previously announced acquisition of Weekend Health, Inc., doing business as Sequence (“Sequence”). The accompanying consolidated financial statements include the results of operations of Sequence (now operating as WeightWatchers Clinic) from the date of acquisition. See Note 6 for additional information on the Company’s acquisitions. Prior period amounts have been reclassified to conform with the current period presentation. Liquidity The Company has experienced significant disruption and competitive pressures, including shifts in consumer behavior in the weight loss category, a rapid proliferation of GLP-1 and other medications available as weight-loss options, and significantly increased competition from new entrants. These factors have negatively impacted the Company’s Behavioral business. While the Clinical business is growing, it has not yet been able to offset the declines in the Behavioral business, resulting in decreased revenue overall and decreased cash flows from operations. The Company’s management has continued to execute certain cost-savings initiatives, including the Company’s previously disclosed 2024 restructuring plan, to proactively manage the Company’s liquidity. If the cost-saving initiatives do not provide the expected net benefit, the Company’s liquidity, results of operations and financial position may be materially adversely impacted. The Company has recurring net losses. During the fiscal year ended December 28, 2024, the Company recorded an operating loss of $236,222 and a net loss of $345,701. Operating loss included $315,033 of franchise rights acquired impairments that were non-cash. The Company’s annual revenues decreased from $889,551 for the fiscal year ended December 30, 2023 to $785,921 for the fiscal year ended December 28, 2024, in which the closure of the consumer products business resulted in a revenue decline of $54,968 versus the prior year. Cash used for operating activities for the fiscal year ended December 28, 2024 was $16,840, which included $96,844 of interest payments and $30,716 of severance payments. The Company has a total deficit of $1,114,372 at December 28, 2024. In addition, the Company has $1,430,643 of long-term debt, net at December 28, 2024 and incurred $108,954 in interest expense for the fiscal year ended December 28, 2024. The Company’s principal sources of liquidity are cash and cash equivalents, cash flows from operations and proceeds from the January 2025 borrowings under its Revolving Credit Facility (as defined below). The Company’s primary cash needs for the twelve months following the issuance date of these financial statements (“issuance date”) are funding its operations and global strategic initiatives, meeting debt service requirements and other financing commitments. The Company believes that future cash flows from operations, unrestricted cash on hand of $53,024 at December 28, 2024 (of which $22,024 is maintained at foreign subsidiaries), proceeds from the January 2025 borrowings under its Revolving Credit Facility and the continued impact of its cost-savings initiatives will provide it with sufficient liquidity to meet its obligations for at least the next twelve months from the issuance date. The Company’s Revolving Credit Facility matures on April 13, 2026. This facility provides a source of liquidity for the Company. On January 2, 2025 and January 31, 2025, the Company increased its outstanding debt by borrowing $50,000 and $121,341, respectively, under its Revolving Credit Facility currently at an interest rate of approximately 7.3%. As a result of these drawdowns and outstanding letters of credit, the Company has no availability for future borrowings under its Revolving Credit Facility. All outstanding borrowings under the Revolving Credit Facility on April 13, 2025 and thereafter will be reflected as a current liability. If the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility, inclusive of outstanding letters of credit, as of any fiscal quarter end exceeds 35%, or $61,250, of the amount of the aggregate commitments under the Revolving Credit Facility, the Company is required to be in compliance with a Consolidated First Lien Leverage Ratio of 5.25:1.00 through and including the first fiscal quarter of 2025 and 5.00:1.00 thereafter. The Company’s Consolidated First Lien Leverage Ratio as of December 28, 2024 was 8.36:1.00. Accordingly, in order to avoid an Event of Default under the Revolving Credit Facility, absent the Company and its lenders agreeing to a change in the existing terms and conditions, the Company will need to repay Revolving Credit Facility borrowings in excess of $61,250 by March 29, 2025, the end of the Company's first fiscal quarter of 2025. At December 28, 2024, the Company also had outstanding $1,445,000 of total debt, consisting of borrowings under the Term Loan Facility (as defined below) of $945,000 that mature on April 13, 2028 and $500,000 in aggregate principal amount of Senior Secured Notes (as defined below) that matures on April 15, 2029. The debt facilities pursuant to which such long-term debt was issued contain cross-default and/or cross-acceleration provisions that could result in an acceleration of such indebtedness in the event of an Event of Default under the Revolving Credit Facility. The Company has the intent and ability to remain in compliance with its obligations under its debt agreements for at least the next twelve months following the issuance date. The Company continues to actively evaluate its capital structure and intends to engage with its lenders to explore transactions to strengthen its balance sheet by reducing its leverage and interest expense and extending its existing debt maturities. As of the issuance date, the Company believes it has sufficient liquidity to meet its obligations, including compliance with covenants under its long-term debt and Revolving Credit Facility obligations, through at least twelve months from the issuance date. However, beyond the period of twelve months from the issuance date, if the Company does not successfully enter into a transaction(s) to strengthen its balance sheet and increase its financial flexibility, the Company’s liquidity, results of operations, cash flows and financial condition may be materially adversely impacted.

Basis of Presentation

12 Months Ended

Dec. 28, 2024

The accompanying consolidated financial statements include the accounts of WW International, Inc., all of its subsidiaries and the variable interest entities of which WW International, Inc. is the primary beneficiary (as discussed below). 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, which formerly included Digital 360 (as applicable). The Company’s “Workshops + Digital” business refers to providing subscriptions for unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings (including to former Digital 360 members (as applicable)). The Company’s “Clinical” business refers to providing subscriptions to the Company’s clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence) combined with the Company’s digital subscription product offerings and unlimited access to the Company’s workshops. In the second quarter of fiscal 2022, the Company ceased offering its Digital 360 product. More than a majority of associated members were transitioned from the Company’s Digital business to its Workshops + Digital business during the second quarter of fiscal 2022, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. The cessation of this product offering and these transitions of former Digital 360 members at the then-current pricing for such product impacted the number of End of Period Subscribers in each business as well as the associated Paid Weeks and Revenues for each business.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. All intercompany accounts and transactions have been eliminated in consolidation.

As previously disclosed, effective the first day of fiscal 2024 (i.e., December 31, 2023), as a result of the continued evolution of the Company’s centralized organizational structure in fiscal 2023, and management’s 2024 strategic planning process, the Company’s reportable segments changed to one segment for the purpose of making operational and resource decisions and assessing financial performance. Segment data for the fiscal years ended December 30, 2023 and December 31, 2022 has been updated to reflect this reportable segment structure. See Note 17 for disclosures related to segments.

In the fourth quarter of fiscal 2024, the Company identified and recorded an out-of-period adjustment related to an income tax error. The impact of correcting this error, which was immaterial to all current and prior period financial statements and corrected in the fourth quarter of fiscal 2024, resulted in an income tax benefit of approximately $1,963, with a corresponding increase to other comprehensive loss, for the fiscal year ended December 28, 2024.

In the second quarter of fiscal 2024, the Company identified and recorded an out-of-period adjustment related to an income tax error. The impact of correcting this error, which was immaterial to all current and prior period financial statements and corrected in the second quarter of fiscal 2024, resulted in an income tax expense of approximately $2,748, with a corresponding decrease to net income, for the fiscal year ended December 28, 2024.

On April 10, 2023, the Company completed its previously announced acquisition of Weekend Health, Inc., doing business as Sequence (“Sequence”). The accompanying consolidated financial statements include the results of operations of Sequence (now operating as WeightWatchers Clinic) from the date of acquisition. See Note 6 for additional information on the Company’s acquisitions.

Prior period amounts have been reclassified to conform with the current period presentation.

Liquidity

The Company has experienced significant disruption and competitive pressures, including shifts in consumer behavior in the weight loss category, a rapid proliferation of GLP-1 and other medications available as weight-loss options, and significantly increased competition from new entrants. These factors have negatively impacted the Company’s Behavioral business. While the Clinical business is growing, it has not yet been able to offset the declines in the Behavioral business, resulting in decreased revenue overall and decreased cash flows from operations. The Company’s management has continued to execute certain cost-savings initiatives, including the Company’s previously disclosed 2024 restructuring plan, to proactively manage the Company’s liquidity. If the cost-saving initiatives do not provide the expected net benefit, the Company’s liquidity, results of operations and financial position may be materially adversely impacted.

The Company has recurring net losses. During the fiscal year ended December 28, 2024, the Company recorded an operating loss of $236,222 and a net loss of $345,701. Operating loss included $315,033 of franchise rights acquired impairments that were non-cash. The Company’s annual revenues decreased from $889,551 for the fiscal year ended December 30, 2023 to $785,921 for the fiscal year ended December 28, 2024, in which the closure of the consumer products business resulted in a revenue decline of $54,968 versus the prior year. Cash used for operating activities for the fiscal year ended December 28, 2024 was $16,840, which included $96,844 of interest payments and $30,716 of severance payments. The Company has a total deficit of $1,114,372 at December 28, 2024. In addition, the Company has $1,430,643 of long-term debt, net at December 28, 2024 and incurred $108,954 in interest expense for the fiscal year ended December 28, 2024.

The Company’s principal sources of liquidity are cash and cash equivalents, cash flows from operations and proceeds from the January 2025 borrowings under its Revolving Credit Facility (as defined below). The Company’s primary cash needs for the twelve months following the issuance date of these financial statements (“issuance date”) are funding its operations and global strategic initiatives, meeting debt service requirements and other financing commitments. The Company believes that future cash flows from operations, unrestricted cash on hand of $53,024 at December 28, 2024 (of which $22,024 is maintained at foreign subsidiaries), proceeds from the January 2025 borrowings under its Revolving Credit Facility and the continued impact of its cost-savings initiatives will provide it with sufficient liquidity to meet its obligations for at least the next twelve months from the issuance date. The Company’s Revolving Credit Facility matures on April 13, 2026. This facility provides a source of liquidity for the Company.

On January 2, 2025 and January 31, 2025, the Company increased its outstanding debt by borrowing $50,000 and $121,341, respectively, under its Revolving Credit Facility currently at an interest rate of approximately 7.3%. As a result of these drawdowns and outstanding letters of credit, the Company has no availability for future borrowings under its Revolving Credit Facility. All outstanding borrowings under the Revolving Credit Facility on April 13, 2025 and thereafter will be reflected as a current liability.

If the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility, inclusive of outstanding letters of credit, as of any fiscal quarter end exceeds 35%, or $61,250, of the amount of the aggregate commitments under the Revolving Credit Facility, the Company is required to be in compliance with a Consolidated First Lien Leverage Ratio of 5.25:1.00 through and including the first fiscal quarter of 2025 and 5.00:1.00 thereafter. The Company’s Consolidated First Lien Leverage Ratio as of December 28, 2024 was 8.36:1.00. Accordingly, in order to avoid an Event of Default under the Revolving Credit Facility, absent the Company and its lenders agreeing to a change in the existing terms and conditions, the Company will need to repay Revolving Credit Facility borrowings in excess of $61,250 by March 29, 2025, the end of the Company's first fiscal quarter of 2025. At December 28, 2024, the Company also had outstanding $1,445,000 of total debt, consisting of borrowings under the Term Loan Facility (as defined below) of $945,000 that mature on April 13, 2028 and $500,000 in aggregate principal amount of Senior Secured Notes (as defined below) that matures on April 15, 2029. The debt facilities pursuant to which such long-term debt was issued contain cross-default and/or cross-acceleration provisions that could result in an acceleration of such indebtedness in the event of an Event of Default under the Revolving Credit Facility. The Company has the intent and ability to remain in compliance with its obligations under its debt agreements for at least the next twelve months following the issuance date.

The Company continues to actively evaluate its capital structure and intends to engage with its lenders to explore transactions to strengthen its balance sheet by reducing its leverage and interest expense and extending its existing debt maturities. As of the issuance date, the Company believes it has sufficient liquidity to meet its obligations, including compliance with covenants under its long-term debt and Revolving Credit Facility obligations, through at least twelve months from the issuance date. However, beyond the period of twelve months from the issuance date, if the Company does not successfully enter into a transaction(s) to strengthen its balance sheet and increase its financial flexibility, the Company’s liquidity, results of operations, cash flows and financial condition may be materially adversely impacted.