Form 8-K WEIGHT WATCHERS INTERNAT For: Nov 05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 5, 2015

 

 

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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

 

675 Avenue of the Americas, 6th Floor, New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02. Results of Operations and Financial Condition.

The information contained in Item 2.02 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Item 2.02 and Item 9.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On November 5, 2015, Weight Watchers International, Inc. issued a press release announcing its financial results for its fiscal quarter ended October 3, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

Exhibit 99.1 Press Release dated November 5, 2015.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				WEIGHT WATCHERS INTERNATIONAL, INC.
DATED: November 5, 2015				By:		/s/ Nicholas P. Hotchkin
				Name:		Nicholas P. Hotchkin
				Title:		Chief Financial Officer

 

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Exhibit Index

 

Exhibit		Description
99.1		Press Release dated November 5, 2015.

 

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Exhibit 99.1

 

Contact Information:

Investors:

Brainerd Communicators, Inc.

Corey Kinger

(212) 986-6667

[email protected]

WEIGHT WATCHERS ANNOUNCES THIRD QUARTER 2015 RESULTS

NEW YORK, N.Y., November 5, 2015 – Weight Watchers International, Inc. (NYSE: WTW) today announced its results for the third quarter ended October 3, 2015.

 

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Q3 2015 revenues were $273.3 million, down 20.8% (15.6% on a constant currency basis) versus the prior year period, with total paid weeks down 15.7%.

 

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Q3 2015 earnings per fully diluted share (EPS) was $0.38; excluding the $0.01 per fully diluted share impact of restructuring charges, Q3 2015 adjusted EPS was $0.39.

 

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The Company is raising its full year fiscal 2015 earnings guidance to between $0.64 and $0.74 per fully diluted share on an adjusted basis.

 

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After Q3 2015 close, on October 19, 2015, the Company announced a strategic collaboration with Ms. Oprah Winfrey. As part of this long-term partnership, Ms. Winfrey made a $43.2 million equity investment in the Company and joined its Board of Directors, bringing her insights to future products and programs.

“In December, we will be launching a comprehensive program innovation as we expand our purpose from weight loss alone to more broadly helping people lead healthier, happier lives,” commented Jim Chambers, the Company’s President and Chief Executive Officer. “The response to our groundbreaking partnership with Oprah Winfrey has been terrific. I am thrilled about the impact it will have on accelerating our transformation.”

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Q3 2015 Consolidated Summary

 

		Net Income* (in millions)												Fully Diluted EPS
		Three Months Ended												Three Months Ended
		October 3, 2015				September 27, 2014				% Change				October 3, 2015				September 27, 2014				% Change
Net Income / EPS		$	21.8			$	37.9				(42.5	)%		$	0.38			$	0.67				(43.0	)%
Adjustments
Restructuring Charges			0.7				0.4								0.01				0.01
Adjusted Net Income / EPS		$	22.5			$	38.3				(41.3	)%		$	0.39			$	0.68				(41.9	)%

 

Note: Totals may not sum due to rounding.

See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.

*Excluding the financials attached to this release, “Net Income” refers to Net Income attributable to Weight Watchers International, Inc.

Third quarter 2015 net income was $21.8 million versus net income of $37.9 million in the prior year period. EPS for Q3 2015 was $0.38 versus $0.67 in the prior year period. In Q3 2015, foreign currency negatively impacted EPS by $0.07.

In both Q3 2015 and Q3 2014, net income and EPS were impacted by restructuring charges that affect year-over-year comparability. The Company incurred $1.1 million ($0.7 million after tax or $0.01 per fully diluted share) in Q3 2015 and $0.7 million ($0.4 million after tax or $0.01 per fully diluted share) in Q3 2014 of charges in connection with its previously disclosed 2015 and 2014 restructuring plans, respectively. Excluding these charges from Q3 2015 and Q3 2014, net income would have been $22.5 million and $38.3 million, respectively, and EPS would have been $0.39 and $0.68, respectively.

 

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Q3 2015 Global Results

 

		Three Months Ended												% Change Adjusted for Constant Currency
(in millions except percentages and as noted)		October 3, 2015				September 27, 2014				% Change
Revenues		$	273.3			$	345.2				(20.8	)%			(15.6	)%
Operating Income		$	63.1			$	91.4				(30.9	)%			(24.4	)%
Adjustments
Restructuring Charges		$	1.1			$	0.7
Adjusted Operating Income		$	64.2			$	92.1				(30.3	)%			(23.9	)%
Total Paid Weeks			35.5				42.2				(15.7	)%			N/A
Meeting(1) Paid Weeks			15.8				18.6				(15.3	)%			N/A
Online(2) Paid Weeks			19.8				23.5				(16.0	)%			N/A
End of Period Active Subscribers(3) (in thousands)			2,573.3				2,946.4				(12.7	)%			N/A
Meeting Subscribers (in thousands)			1,104.0				1,247.2				(11.5	)%			N/A
Online Subscribers (in thousands)			1,469.3				1,699.3				(13.5	)%			N/A

 

Note: Totals may not sum due to rounding.

See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.

 

(1)	“Meetings” refers to monthly commitment plan subscribers, “pay-as-you-go” members, Total Access subscribers and other meeting members.

(2)	“Online” refers to Weight Watchers Online, Weight Watchers OnlinePlus, Personal Coaching and other digital subscription products.

(3)	“Subscribers” refer to meetings members and Online subscribers who participate in recurring billing programs, such as the Company’s monthly commitment plan for its meetings business.

Third quarter 2015 revenues decreased 15.6% on a constant currency basis versus the prior year period. Q3 2015 total paid weeks were down 15.7% as compared to the prior year period, with an Online paid weeks decline of 16.0% and a meeting paid weeks decline of 15.3%. These declines were driven by lower active subscriber bases at the start of the quarter and lower recruitments in the quarter for both the meetings and Online businesses versus the prior year period.

Third quarter 2015 operating income decreased 24.4% on a constant currency basis versus the prior year period. Excluding the 2015 plan restructuring charges of $1.1 million and the 2014 plan restructuring charges of $0.7 million, Q3 2015 operating income decreased 23.9% on a constant currency basis versus the prior year period. The operating income decline was driven primarily by lower revenues partially offset by lower marketing and selling, general and administrative expenses.

 

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Q3 2015 North America Performance

 

		Three Months Ended												% Change Adjusted for Constant Currency
(in millions except percentages and as noted)		October 3, 2015				September 27, 2014				% Change
Service Revenues*		$	153.3			$	188.7				(18.7	)%			(17.5	)%
Total Paid Weeks			22.4				27.6				(18.7	)%			N/A
End of Period Active Subscribers (in thousands)			1,612.7				1,933.1				(16.6	)%			N/A

 

See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.

*	See Consolidated Statements of Net Income for Service Revenues definition.

Third quarter 2015 service revenues for North America were down 17.5% on a constant currency basis versus the prior year period driven by a 18.7% decline in total paid weeks. These declines were driven by lower active subscriber bases at the start of the quarter and lower recruitments in the quarter for both the meetings and Online businesses versus the prior year period.

Q3 2015 UK Performance

 

		Three Months Ended												% Change Adjusted for Constant Currency
(in millions except percentages and as noted)		October 3, 2015				September 27, 2014				% Change
Service Revenues*		$	21.5			$	26.9				(20.2	)%			(13.7	)%
Total Paid Weeks			4.2				4.9				(13.5	)%			N/A
End of Period Active Subscribers (in thousands)			301.1				332.0				(9.3	)%			N/A

 

See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.

*	See Consolidated Statements of Net Income for Service Revenues definition.

Third quarter 2015 service revenues for the UK were down 13.7% on a constant currency basis versus the prior year period driven by lower active subscriber bases at the start of the quarter for both the meetings and Online businesses and lower recruitments in the quarter for the meetings business versus the prior year period. Recruitments in the Online business in the UK increased in the quarter as compared to the prior year period.

 

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Q3 2015 CE Performance

 

		Three Months Ended												% Change Adjusted for Constant Currency
(in millions except percentages and as noted)		October 3, 2015				September 27, 2014				% Change
Service Revenues*		$	41.3			$	53.9				(23.3	)%			(8.8	)%
Total Paid Weeks			7.8				8.5				(8.0	)%			N/A
End of Period Active Subscribers (in thousands)			594.5				614.7				(3.3	)%			N/A

 

See “Reconciliation of Non-GAAP Financial Measures” attached to this release for further detail on adjustments to GAAP financial measures.

*	See Consolidated Statements of Net Income for Service Revenues definition.

Third quarter 2015 service revenues for Continental Europe (CE) were down 8.8% on a constant currency basis versus the prior year period driven by a lower active subscriber base in the meetings business at the start of the quarter and lower recruitments in the quarter for both the meetings and Online businesses versus the prior year period.

Q3 2015 Debt and Cash Summary

The Company ended Q3 2015 with a cash balance of $212 million. Following the end of the quarter, Ms. Winfrey made a $43.2 million equity investment in the Company. The Company plans to use cash to repay in full its $144 million debt obligations due in April 2016.

Full Year Fiscal 2015 Earnings Guidance

The Company raised its full year fiscal 2015 earnings guidance to between $0.64 and $0.74 per fully diluted share, which is based on a weighted 59.0 million shares outstanding, from between $0.57 and $0.72 per fully diluted share, which was based on 57.2 million shares outstanding. This increase in shares outstanding resulting from Ms. Winfrey’s Q4 2015 equity investment in the Company will have a negative impact of $0.02 per fully diluted share, which is included in the Company’s updated earnings guidance. This updated guidance excludes the negative impact of one-time transaction expenses associated with the Company entering into its previously announced partnership with Ms. Winfrey and $0.14 per fully diluted share of stock option expense in connection with the Company granting Ms. Winfrey a fully vested option to purchase 3.5 million shares, both of which occurred in Q4 2015. Both the prior and updated earnings guidance exclude the restructuring charges for fiscal 2015 and the gains associated with the early extinguishment of debt in the first and second quarters of fiscal 2015.

Third Quarter 2015 Conference Call

The Company has scheduled a conference call today at 5:00 p.m. ET. During the conference call, Jim Chambers, President and Chief Executive Officer, and Nick Hotchkin, Chief Financial Officer, will discuss the third quarter 2015 results and answer questions from the investment community. Live audio of the conference call will be simultaneously webcast over the Internet on the Company’s corporate website, www.weightwatchersinternational.com. A replay of the webcast will be available on this site for approximately 90 days.

 

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Statement regarding Non-GAAP Financial Measures

The following provides information regarding non-GAAP financial measures used in this earnings release:

To supplement the Company’s consolidated results presented in accordance with accounting principles generally accepted in the United States (GAAP), the Company has disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Net income, earnings per fully diluted share, operating income and operating income margin, gross profit and gross profit margin, and selling, general and administrative expenses are discussed in this release both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, as follows: (i) with respect to the third quarter and first nine months of fiscal 2015 and fiscal 2014, to exclude the impact of charges associated with the Company’s previously disclosed plans to restructure its organization; (ii) with respect to the first nine months of fiscal 2015, to exclude the impact from the gains on early extinguishment of debt associated with the Company’s previously reported debt prepayments in the period; and (iii) with respect to the first nine months of fiscal 2014, to exclude the impact of (a) the net tax benefit associated with an intercompany loan write-off in connection with the closure of the Company’s China business and the establishment of a valuation allowance related to tax benefits for foreign losses that are not expected to be realized and (b) the gain recognized in connection with the Company’s previously disclosed Brazil acquisition due to an adjustment of the Company’s previously held equity interest to fair value offset by a charge associated with the settlement of the royalty-free arrangement of the Brazil partnership. In addition, the Company presents certain of its financial results on a constant currency basis in addition to GAAP results. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. In this release and any attachments, the Company calculates constant currency by calculating current-year results using prior-year foreign currency exchange rates.

Management believes these non-GAAP financial measures provide useful supplemental information for its and investors’ evaluation of the Company’s business performance and are useful for period-over-period comparisons of the performance of the Company’s business. While management believes that these financial measures are useful in evaluating the Company’s business, this information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly entitled measures reported by other companies. See “Reconciliation of Non-GAAP Financial Measures” attached to this release and reconciliations, if any, included elsewhere in this release for a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures.

About Weight Watchers International, Inc.

Weight Watchers International, Inc. is the world’s leading commercial provider of weight management services, operating globally through a network of Company-owned and franchise operations. Weight Watchers holds more than 36,000 meetings each week where members receive group support and learn about healthy eating patterns, behavior modification and physical activity. Weight Watchers provides innovative, digital weight management products

 

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through its websites, mobile sites and apps. Weight Watchers is the leading provider of Online subscription weight management products in the world. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.

This news release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, earnings guidance and any statements about the Company’s plans, strategies and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; the Company’s ability to continue to develop innovative new services and products and enhance its existing services and products or the failure of its services and products to continue to appeal to the market, or the Company’s ability to successfully expand into new channels of distribution or respond to consumer trends; the ability to successfully implement new strategic initiatives; the effectiveness of the Company’s marketing and advertising programs and strength of its social media presence; the impact on the Weight Watchers brand of actions taken by the Company’s franchisees, licensees and suppliers; the impact of the Company’s debt service obligations and restrictive debt covenants; the inability to generate sufficient cash to service all of the Company’s debt service obligations; uncertainties regarding the satisfactory operation of the Company’s information technology or systems; the recognition of asset impairment charges; the inability to renew certain of the Company’s licenses, or the inability to do so on terms that are favorable to the Company; the expiration or early termination by the Company of leases; risks and uncertainties associated with the Company’s international operations, including economic, political and social risks and foreign currency risks; the Company’s ability to successfully make acquisitions or enter into joint ventures, including its ability to successfully integrate, operate or realize the projected benefits of such businesses; uncertainties related to a downturn in general economic conditions or consumer confidence; the seasonal nature of the Company’s business; the impact of events that discourage or impede people from gathering with others or accessing resources; the Company’s ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; the impact of security breaches or privacy concerns; the outcomes of litigation or regulatory actions; the impact of existing and future laws and regulations; the loss of key personnel or failure to effectively manage and motivate the Company’s workforce; the possibility that the interests of the Company’s majority owner will conflict with other holders of its common stock; the Company’s failure to maintain effective internal controls over financial reporting; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at www.weightwatchersinternational.com).

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED

 

		Three Months Ended
		October 3,				September 27,
		2015				2014
Services revenues, net (1)		$	224.2			$	281.9
Product sales and other, net (2)			49.2				63.3
Revenues, net			273.3				345.2
Cost of services (3)			114.0				122.1
Cost of product sales and other (4)			22.7				35.5
Cost of revenues			136.7				157.6
Gross profit			136.6				187.6
Marketing expenses			27.2				36.8
Selling, general and administrative expenses			46.4				59.4
Operating income			63.1				91.4
Interest expense			30.1				33.0
Other expense, net			0.4				1.5
Income before income taxes			32.6				56.9
Provision for income taxes			10.8				19.1
Net income			21.8				37.8
Net (income) loss attributable to the noncontrolling interest			(0.0	)			0.1
Net income attributable to Weight Watchers International, Inc.		$	21.8			$	37.9
Earnings Per Share
Basic		$	0.38			$	0.67
Diluted		$	0.38			$	0.67
Weighted average common shares outstanding:
Basic			57.1				56.7
Diluted			57.3				56.8

 

Note: Totals may not sum due to rounding.

 

(1)

Consists of net “Meeting Fees” and “Online Subscription Revenues”. “Meeting Fees” consist of the fees associated with the Company’s monthly commitment plan for unlimited access to meetings and other payment arrangements for access to meetings, including the Company’s “pay-as-you-go” payment arrangement and fees associated with the Company’s new Total Access product. “Online Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Online subscription products, including the Company’s new Personal Coaching product.

(2)	Consists of product sales meetings, Internet advertising revenue, ecommerce fees, product sales and other, licensing, publishing, advertising - sponsorship, other revenues, and franchise fees with respect to commitment plans and commissions.

(3)	Consists of meeting operating expense and Internet cost of revenues excluding Internet advertising costs.

(4)	Consists of meetings cost of product, Internet advertising costs, non-meeting cost of products and other.

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED

 

		Nine Months Ended
		October 3,				September 27,
		2015				2014
Services revenues, net (1)		$	724.5			$	917.2
Product sales and other, net (2)			180.7				234.9
Revenues, net			905.2				1,152.1
Cost of services (3)			364.2				402.0
Cost of product sales and other (4)			87.7				113.8
Cost of revenues			451.9				515.8
Gross profit			453.3				636.3
Marketing expenses			154.8				198.4
Selling, general and administrative expenses			146.8				180.9
Operating income			151.7				257.0
Interest expense			91.7				89.4
Other expense, net			1.3				2.7
Extinguishment of debt			(11.4	)			—
Gain on Brazil acquisition			—				(10.5	)
Income before income taxes			70.2				175.5
Provision for income taxes			26.1				62.0
Net income			44.1				113.4
Net loss attributable to the noncontrolling interest			0.1				0.0
Net income attributable to Weight Watchers International, Inc.		$	44.2			$	113.4
Earnings Per Share
Basic		$	0.78			$	2.00
Diluted		$	0.77			$	2.00
Weighted average common shares outstanding:
Basic			57.0				56.6
Diluted			57.2				56.6

 

Note: Totals may not sum due to rounding.

 

(1)

Consists of net “Meeting Fees” and “Online Subscription Revenues”. “Meeting Fees” consist of the fees associated with the Company’s monthly commitment plan for unlimited access to meetings and other payment arrangements for access to meetings, including the Company’s “pay-as-you-go” payment arrangement and fees associated with the Company’s new Total Access product. “Online Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Online subscription products, including the Company’s new Personal Coaching product.

(2)	Consists of product sales meetings, Internet advertising revenue, ecommerce fees, product sales and other, licensing, publishing, advertising - sponsorship, other revenues, and franchise fees with respect to commitment plans and commissions.

(3)	Consists of meeting operating expense and Internet cost of revenues excluding Internet advertising costs.

(4)	Consists of meetings cost of product, Internet advertising costs, non-meeting cost of products and other.

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

UNAUDITED

 

		Three Months Ended
		October 3,				September 27,
		2015				2014
Meeting Paid Weeks (in millions) (1)
North America			9.9				12.0
UK			2.6				3.0
CE			2.7				2.9
Other (2)			0.6				0.7
Total Meeting Paid Weeks			15.8				18.6
Online Paid Weeks (in millions) (1)
North America			12.6				15.6
UK			1.6				1.9
CE			5.1				5.6
Other (2)			0.5				0.5
Total Online Paid Weeks			19.8				23.5
Total Paid Weeks (in millions) (1)
North America			22.4				27.6
UK			4.2				4.9
CE			7.8				8.5
Other (2)			1.1				1.2
Total Paid Weeks			35.5				42.2
End of Period Active Meeting Subscribers (in thousands) (3)
North America			682.9				813.1
UK			180.8				196.1
CE			211.8				208.6
Other (2)			28.5				29.3
Total End of Period Active Meeting Subscribers			1,104.0				1,247.2
End of Period Active Online Subscribers (in thousands) (3)
North America			929.8				1,120.0
UK			120.2				135.9
CE			382.7				406.0
Other (2)			36.6				37.3
Total End of Period Active Online Subscribers			1,469.3				1,699.3
Total End of Period Active Base (in thousands) (3)
North America			1,612.7				1,933.1
UK			301.1				332.0
CE			594.5				614.7
Other (2)			65.0				66.7
Total End of Period Active Base			2,573.3				2,946.4
Attendance (in millions)
North America			4.5				5.3
UK			1.3				1.5
CE			1.1				1.3
Other (2)			0.4				0.5
Total Attendance			7.4				8.6

 

Note: Totals may not sum due to rounding.

 

(1)

The “Paid Weeks” metric reports paid weeks by Weight Watchers customers in Company-owned operations for a given period as follows: (i) “Meeting Paid Weeks” is the sum of total paid commitment plan weeks (including Total Access) and total “pay-as-you-go” weeks; (ii) “Online Paid Weeks” is the total paid subscription weeks for the Company’s digital subscription products (including Personal Coaching); and (iii) “Total Paid Weeks” is the sum of Meeting Paid Weeks and Online Paid Weeks, in each case for a given period.

(2)	Represents Asia Pacific and emerging markets.

(3)

The “End of Period Active Subscribers” metric reports active Weight Watchers subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Active Meeting Subscribers” is the total Weight Watchers monthly commitment plan active subscribers (including Total Access); (ii) “End of Period Active Online Subscribers” is the total number of Weight Watchers Online, Weight Watchers OnlinePlus and Personal Coaching active subscribers; and (iii) “End of Period Active Subscribers” is the sum of End of Period Active Meeting Subscribers and End of Period Active Online Subscribers, in each case at a given period end. The Company also at times refers to such metrics as the “End of Period Active Base”.

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

OPERATIONAL STATISTICS

UNAUDITED

 

		Nine Months Ended
		October 3,				September 27,
		2015				2014
Meeting Paid Weeks (in millions) (1)
North America			31.4				38.6
UK			8.3				9.6
CE			9.0				9.9
Other (2)			1.8				2.0
Total Meeting Paid Weeks			50.5				60.1
Online Paid Weeks (in millions) (1)
North America			40.0				52.5
UK			5.1				6.0
CE			16.4				17.4
Other (2)			1.4				1.6
Total Online Paid Weeks			63.0				77.5
Total Paid Weeks (in millions) (1)
North America			71.5				91.1
UK			13.4				15.6
CE			25.4				27.3
Other (2)			3.3				3.6
Total Paid Weeks			113.6				137.6
End of Period Active Meeting Subscribers (in thousands) (3)
North America			682.9				813.1
UK			180.8				196.1
CE			211.8				208.6
Other (2)			28.5				29.3
Total End of Period Active Meeting Subscribers			1,104.0				1,247.2
End of Period Active Online Subscribers (in thousands) (3)
North America			929.8				1,120.0
UK			120.2				135.9
CE			382.7				406.0
Other (2)			36.6				37.3
Total End of Period Active Online Subscribers			1,469.3				1,699.3
Total End of Period Active Base (in thousands) (3)
North America			1,612.7				1,933.1
UK			301.1				332.0
CE			594.5				614.7
Other (2)			65.0				66.7
Total End of Period Active Base			2,573.3				2,946.4
Attendance (in millions)
North America			14.9				18.1
UK			4.5				5.3
CE			4.5				5.1
Other (2)			1.2				1.3
Total Attendance			25.0				29.8

 

Note: Totals may not sum due to rounding.

 

(1)

The “Paid Weeks” metric reports paid weeks by Weight Watchers customers in Company-owned operations for a given period as follows: (i) “Meeting Paid Weeks” is the sum of total paid commitment plan weeks (including Total Access) and total “pay-as-you-go” weeks; (ii) “Online Paid Weeks” is the total paid subscription weeks for the Company’s digital subscription products (including Personal Coaching); and (iii) “Total Paid Weeks” is the sum of Meeting Paid Weeks and Online Paid Weeks, in each case for a given period.

(2)	Represents Asia Pacific and emerging markets.

(3)

The “End of Period Active Subscribers” metric reports active Weight Watchers subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Active Meeting Subscribers” is the total Weight Watchers monthly commitment plan active subscribers (including Total Access); (ii) “End of Period Active Online Subscribers” is the total number of Weight Watchers Online, Weight Watchers OnlinePlus and Personal Coaching active subscribers; and (iii) “End of Period Active Subscribers” is the sum of End of Period Active Meeting Subscribers and End of Period Active Online Subscribers, in each case at a given period end. The Company also at times refers to such metrics as the “End of Period Active Base”.

---

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN MILLIONS, EXCEPT PERCENTAGES)

UNAUDITED

 

																		Q3 2015 Variance
																						2015
																						Constant
		Q3 2015												Q3 2014				2015				Currency
		GAAP				Currency Adjustment				Constant Currency				GAAP				vs 2014				vs 2014
Selected Financial Data
Consolidated Company Revenues		$	273.3			$	18.2			$	291.5			$	345.2				-20.8	%			-15.6	%
Consolidated Meeting Fees (1)		$	139.5			$	8.9			$	148.4			$	177.0				-21.2	%			-16.2	%
Consolidated Online Subscription Revenues (2)		$	84.7			$	5.7			$	90.3			$	104.8				-19.2	%			-13.8	%
Consolidated Service Revenues (3)		$	224.2			$	14.6			$	238.7			$	281.9				-20.5	%			-15.3	%
Consolidated In-Meeting Product Sales (4)		$	26.7			$	2.0			$	28.8			$	36.0				-25.9	%			-20.2	%
Consolidated All Other (5)		$	22.4			$	1.5			$	24.0			$	27.3				-17.7	%			-12.1	%
North America
Meeting Fees (1)		$	95.3			$	1.5			$	96.8			$	118.3				-19.4	%			-18.1	%
Online Subscription Revenues (2)		$	58.0			$	0.9			$	58.9			$	70.4				-17.6	%			-16.4	%
Service Revenues (3)		$	153.3			$	2.4			$	155.7			$	188.7				-18.7	%			-17.5	%
In-Meeting Product Sales (4)		$	14.0			$	0.2			$	14.2			$	18.6				-24.4	%			-23.6	%
All Other (6)		$	11.7			$	0.1			$	11.8			$	13.9				-15.8	%			-15.4	%
Total Revenues		$	179.1			$	2.6			$	181.6			$	221.2				-19.0	%			-17.9	%
UK
Meeting Fees (1)		$	15.9			$	1.3			$	17.2			$	19.9				-19.9	%			-13.4	%
Online Subscription Revenues (2)		$	5.5			$	0.4			$	6.0			$	7.0				-20.9	%			-14.5	%
Service Revenues (3)		$	21.5			$	1.7			$	23.2			$	26.9				-20.2	%			-13.7	%
In-Meeting Product Sales (4)		$	5.2			$	0.4			$	5.6			$	6.6				-21.4	%			-15.1	%
All Other (6)		$	3.1			$	0.2			$	3.3			$	4.3				-27.2	%			-21.7	%
Total Revenues		$	29.8			$	2.4			$	32.2			$	37.8				-21.2	%			-14.8	%
CE
Meeting Fees (1)		$	22.6			$	4.2			$	26.8			$	29.9				-24.4	%			-10.4	%
Online Subscription Revenues (2)		$	18.7			$	3.6			$	22.4			$	24.0				-22.0	%			-6.8	%
Service Revenues (3)		$	41.3			$	7.8			$	49.1			$	53.9				-23.3	%			-8.8	%
In-Meeting Product Sales (4)		$	6.6			$	1.2			$	7.8			$	9.0				-27.3	%			-13.8	%
All Other (6)		$	4.1			$	0.7			$	4.8			$	4.2				-2.1	%			14.6	%
Total Revenues		$	52.0			$	9.7			$	61.7			$	67.1				-22.5	%			-8.0	%
Other (7)
Meeting Fees (1)		$	5.6			$	2.0			$	7.6			$	9.0				-37.7	%			-15.7	%
Online Subscription Revenues (2)		$	2.4			$	0.7			$	3.1			$	3.4				-28.7	%			-8.9	%
Service Revenues (3)		$	8.1			$	2.7			$	10.7			$	12.4				-35.2	%			-13.8	%
In-Meeting Product Sales (4)		$	0.9			$	0.3			$	1.2			$	1.8				-49.5	%			-35.6	%
All Other (6)		$	3.5			$	0.5			$	4.1			$	4.9				-28.1	%			-17.0	%
Total Revenues		$	12.5			$	3.5			$	16.0			$	19.2				-34.7	%			-16.7	%

 

Note: Totals may not sum due to rounding.

 

(1)

“Meeting Fees” consist of the fees associated with the Company’s monthly commitment plan for unlimited access to meetings and other payment arrangements for access to meetings, including the Company’s “pay-as-you-go” payment arrangement and fees associated with the Company’s new Total Access product.

(2)	“Online Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Online subscription products, including the Company’s new Personal Coaching product.

(3)	“Service Revenues” equal “Meeting Fees” plus “Online Subscription Revenues”.

(4)	“In-Meeting Product Sales” are sales of products to members in meetings.

(5)	“Consolidated All Other” are revenues from licensing, franchisees, magazine subscriptions, third-party advertising in publications, payments from the sale of third-party Internet advertising and By Mail.

(6)	“All Other” are revenues from licensing, magazine subscriptions, third-party advertising in publications, payments from the sale of third-party Internet advertising and By Mail.

(7)	Represents Asia Pacific, emerging markets and franchise revenues.

---

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN MILLIONS, EXCEPT PERCENTAGES)

UNAUDITED

 

																		YTD 2015 Variance
																						2015
																						Constant
		YTD 2015												YTD 2014				2015				Currency
		GAAP				Currency Adjustment				Constant Currency				GAAP				vs 2014				vs 2014
Selected Financial Data
Consolidated Company Revenues		$	905.2			$	62.2			$	967.3			$	1,152.1				-21.4	%			-16.0	%
Consolidated Meeting Fees (1)		$	453.3			$	29.1			$	482.4			$	573.6				-21.0	%			-15.9	%
Consolidated Online Subscription Revenues (2)		$	271.2			$	18.7			$	289.9			$	343.6				-21.1	%			-15.6	%
Consolidated Service Revenues (3)		$	724.5			$	47.8			$	772.3			$	917.2				-21.0	%			-15.8	%
Consolidated In-Meeting Product Sales (4)		$	105.2			$	9.2			$	114.4			$	137.8				-23.7	%			-17.0	%
Consolidated All Other (5)		$	75.5			$	5.1			$	80.6			$	97.0				-22.2	%			-16.9	%
North America
Meeting Fees (1)		$	307.3			$	3.6			$	310.9			$	379.8				-19.1	%			-18.2	%
Online Subscription Revenues (2)		$	186.3			$	2.2			$	188.5			$	234.5				-20.6	%			-19.6	%
Service Revenues (3)		$	493.6			$	5.7			$	499.3			$	614.3				-19.7	%			-18.7	%
In-Meeting Product Sales (4)		$	52.9			$	0.5			$	53.4			$	69.5				-23.9	%			-23.2	%
All Other (6)		$	38.9			$	0.1			$	39.0			$	50.2				-22.6	%			-22.3	%
Total Revenues		$	585.4			$	6.4			$	591.8			$	734.1				-20.3	%			-19.4	%
UK
Meeting Fees (1)		$	49.9			$	4.5			$	54.4			$	62.9				-20.6	%			-13.4	%
Online Subscription Revenues (2)		$	17.2			$	1.5			$	18.8			$	21.9				-21.4	%			-14.3	%
Service Revenues (3)		$	67.1			$	6.1			$	73.2			$	84.8				-20.8	%			-13.7	%
In-Meeting Product Sales (4)		$	19.7			$	1.8			$	21.4			$	24.2				-18.9	%			-11.5	%
All Other (6)		$	10.2			$	0.9			$	11.0			$	14.4				-29.6	%			-23.4	%
Total Revenues		$	96.9			$	8.7			$	105.7			$	123.4				-21.5	%			-14.4	%
CE
Meeting Fees (1)		$	77.5			$	16.3			$	93.8			$	104.7				-26.0	%			-10.3	%
Online Subscription Revenues (2)		$	59.6			$	13.3			$	72.9			$	76.4				-22.0	%			-4.6	%
Service Revenues (3)		$	137.1			$	29.6			$	166.8			$	181.1				-24.3	%			-7.9	%
In-Meeting Product Sales (4)		$	29.1			$	6.2			$	35.3			$	37.9				-23.3	%			-6.9	%
All Other (6)		$	14.7			$	2.9			$	17.5			$	16.5				-11.1	%			6.2	%
Total Revenues		$	180.9			$	38.7			$	219.6			$	235.5				-23.2	%			-6.8	%
Other (7)
Meeting Fees (1)		$	18.5			$	4.7			$	23.2			$	26.2				-29.3	%			-11.4	%
Online Subscription Revenues (2)		$	8.1			$	1.7			$	9.8			$	10.8				-25.0	%			-9.3	%
Service Revenues (3)		$	26.6			$	6.4			$	33.0			$	37.0				-28.0	%			-10.8	%
In-Meeting Product Sales (4)		$	3.5			$	0.7			$	4.2			$	6.2				-43.0	%			-31.9	%
All Other (6)		$	11.8			$	1.2			$	13.0			$	15.9				-25.8	%			-18.0	%
Total Revenues		$	41.9			$	8.3			$	50.3			$	59.1				-29.0	%			-14.9	%

 

Note: Totals may not sum due to rounding.

 

(1)

“Meeting Fees” consist of the fees associated with the Company’s monthly commitment plan for unlimited access to meetings and other payment arrangements for access to meetings, including the Company’s “pay-as-you-go” payment arrangement and fees associated with the Company’s new Total Access product.

(2)	“Online Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Online subscription products, including the Company’s new Personal Coaching product.

(3)	“Service Revenues” equal “Meeting Fees” plus “Online Subscription Revenues”.

(4)	“In-Meeting Product Sales” are sales of products to members in meetings.

(5)	“Consolidated All Other” are revenues from licensing, franchisees, magazine subscriptions, third-party advertising in publications, payments from the sale of third-party Internet advertising and By Mail.

(6)	“All Other” are revenues from licensing, magazine subscriptions, third-party advertising in publications, payments from the sale of third-party Internet advertising and By Mail.

(7)	Represents Asia Pacific, emerging markets and franchise revenues.

---

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN MILLIONS, EXCEPT PERCENTAGES)

UNAUDITED

 

																																						Q3 2015 Variance
		Q3 2015																								Q3 2014																				2015 Constant Currency
																																										2015 Adjusted								2015 Adjusted
																						Adjusted																2015				vs				2015				vs
														Currency				Constant				Constant																vs				2014				vs				2014
		GAAP				Adjustment (1)				Adjusted				Adjustment				Currency				Currency				GAAP				Adjustment (2)				Adjusted				2014				Adjusted				2014				Adjusted
Selected Financial Data
Gross Profit		$	136.6			$	(0.0	)		$	136.6			$	10.2			$	146.8			$	146.8			$	187.6			$	(0.2	)		$	187.4				-27.2	%			-27.1	%			-21.7	%			-21.7	%
Gross Margin			50.0	%							50.0	%							50.4	%			50.4	%			54.3	%							54.3	%
Selling, General and Admini- strative Expenses		$	46.4			$	(1.1	)		$	45.2			$	2.4			$	48.7			$	47.6			$	59.4			$	(0.9	)		$	58.4				-21.9	%			-22.6	%			-17.9	%			-18.6	%
Operating Income		$	63.1			$	1.1			$	64.2			$	5.9			$	69.1			$	70.1			$	91.4			$	0.7			$	92.1				-30.9	%			-30.3	%			-24.4	%			-23.9	%
Operating Income Margin			23.1	%							23.5	%							23.7	%			24.1	%			26.5	%							26.7	%
Net income attributable to Weight Watchers International, Inc.		$	21.8			$	0.7			$	22.5			$	4.0			$	25.8			$	26.5			$	37.9			$	0.4			$	38.3				-42.5	%			-41.3	%			-32.0	%			-31.0	%
Earnings Per Share		$	0.38			$	0.01			$	0.39			$	0.07			$	0.45			$	0.46			$	0.67			$	0.01			$	0.68				-43.0	%			-41.9	%			-32.6	%			-31.6	%

 

Note: Totals may not sum due to rounding.

 

(1)	Excludes the impact of the $1.1 million ($0.7 million after tax) of charges associated with the Company’s previously disclosed 2015 plan to restructure its organization.

(2)	Excludes the impact of the $0.7 million ($0.4 million after tax) of charges associated with the Company’s previously disclosed 2014 plan to restructure its organization.

---

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN MILLIONS, EXCEPT PERCENTAGES)

UNAUDITED

 

																																						YTD 2015 Variance
																																														2015 Constant Currency
		YTD 2015																								YTD 2014																2015 Adjusted								2015 Adjusted
														Currency				Constant				Adjusted Constant																2015 vs				vs 2014				2015 vs				vs 2014
		GAAP				Adjustment (1)				Adjusted				Adjustment				Currency				Currency				GAAP				Adjustment (2)				Adjusted				2014				Adjusted				2014				Adjusted
Selected Financial Data
Gross Profit		$	453.3			$	1.7			$	454.9			$	35.0			$	488.3			$	489.9			$	636.3			$	4.5			$	640.8				-28.8	%			-29.0	%			-23.3	%			-23.5	%
Gross Margin			50.1	%							50.3	%							50.5	%			50.6	%			55.2	%							55.6	%
Selling, General and Admini- strative Expenses		$	146.8			$	(5.4	)		$	141.4			$	6.7			$	153.5			$	148.1			$	180.9			$	(6.4	)		$	174.5				-18.9	%			-19.0	%			-15.1	%			-15.1	%
Operating Income		$	151.7			$	7.1			$	158.8			$	16.7			$	168.5			$	175.6			$	257.0			$	10.9			$	267.9				-41.0	%			-40.7	%			-34.4	%			-34.5	%
Operating Income Margin			16.8	%							17.5	%							17.4	%			18.1	%			22.3	%							23.3	%
Net income attributable to Weight Watchers International, Inc.		$	44.2			$	(2.7	)		$	41.6			$	10.6			$	54.8			$	52.2			$	113.4			$	(2.1	)		$	111.3				-61.0	%			-62.6	%			-51.7	%			-53.1	%
Earnings Per Share		$	0.77			$	(0.05	)		$	0.73			$	0.18			$	0.96			$	0.91			$	2.00			$	(0.04	)		$	1.96				-61.4	%			-63.0	%			-52.1	%			-53.6	%

 

Note: Totals may not sum due to rounding.

 

(1)

Excludes the impact of the $7.1 million ($4.3 million after tax) of charges associated with the Company’s previously disclosed 2015 plan to restructure its organization. Net income attributable to Weight Watchers International, Inc. also excludes the Company’s gain on early debt extinguishment of $11.4 million ($7.0 million after tax).

(2)

Excludes the impact of the $10.9 million ($6.6 million after tax) of charges associated with the Company’s previously disclosed 2014 plan to restructure its organization. Net income attributable to Weight Watchers International, Inc. also excludes the gain of $10.5 million ($6.4 million after tax) recognized in connection with the Company’s previously disclosed Brazil acquisition due to an adjustment of the Company’s previously held equity interest to fair value offset by a charge associated with the settlement of the royalty-free arrangement of the Brazil partnership and the $2.4 million tax benefit, net.

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