10-K 1 d308445d10k.htm FORM 10-K Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016.

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission file number 001-16769

WEIGHT WATCHERS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Virginia   11-6040273
(State or other jurisdiction of incorporation or organization)   (I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, no par value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐    Accelerated filer  ☒

Non-accelerated filer  ☐  (Do not check if a smaller reporting company)            Smaller reporting company  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  ☐    No  ☒

The aggregate market value of the registrant’s common stock held by non-affiliates as of July 1, 2016 (based upon the closing price of $11.71 per share of common stock as of July 1, 2016, the last business day of the registrant’s second fiscal quarter of 2016, as quoted on the New York Stock Exchange) was $321,396,267. For purposes of this computation, it is assumed that shares of common stock held by our directors, executive officers and our controlling shareholders as of July 1, 2016 would be deemed stock held by affiliates.

The number of shares outstanding of common stock as of February 1, 2017 was 63,954,303.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for its 2017 annual meeting of shareholders are incorporated herein by reference in Part III, Items 10-14. Such Proxy Statement will be filed with the SEC no later than 120 days after the registrant’s fiscal year ended December 31, 2016.

 

 

 


Table of Contents

Weight Watchers International, Inc.

Annual Report on Form 10-K

Table of Contents

 

          Page  
Part I      
Item 1.    Business      1  
Item 1A.    Risk Factors      12  
Item 1B.    Unresolved Staff Comments      22  
Item 2.    Properties      22  
Item 3.    Legal Proceedings      22  
Item 4.    Mine Safety Disclosures      23  
   Executive Officers and Directors of the Company      24  
Part II      
Item 5.   

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

     28  
Item 6.    Selected Financial Data      30  
Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations      36  
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk      66  
Item 8.    Financial Statements and Supplementary Data      67  
Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure      68  
Item 9A.    Controls and Procedures      68  
Item 9B.    Other Information      68  
Part III      
Item 10.    Directors, Executive Officers and Corporate Governance      69  
Item 11.    Executive Compensation      69  
Item 12.   

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

     69  
Item 13.    Certain Relationships and Related Transactions, and Director Independence      69  
Item 14.    Principal Accountant Fees and Services      69  
Part IV      
Item 15.    Exhibits and Financial Statement Schedules      71  
Item 16.    Form 10-K Summary      76  

 

 

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BASIS OF PRESENTATION

Weight Watchers International, Inc. is a Virginia corporation with its principal executive offices in New York, New York. In this Annual Report on Form 10-K unless the context indicates otherwise: “we,” “us,” “our,” the “Company” and “WWI” refer to Weight Watchers International, Inc. and all of its operations consolidated for purposes of its financial statements; “North America” refers to our North American Company-owned operations; “United Kingdom” refers to our United Kingdom Company-owned operations; “Continental Europe” refers to our Continental Europe Company-owned operations; and “Other” refers to Asia Pacific and emerging markets operations and franchise revenues and related costs. Each of North America, United Kingdom, Continental Europe and Other is also a reportable segment.

Our fiscal year ends on the Saturday closest to December 31st and consists of either 52- or 53-week periods. In this Annual Report on Form 10-K:

 

   

“fiscal 2008” refers to our fiscal year ended January 3, 2009 (included a 53rd week);

 

   

“fiscal 2009” refers to our fiscal year ended January 2, 2010;

 

   

“fiscal 2010” refers to our fiscal year ended January 1, 2011;

 

   

“fiscal 2011” refers to our fiscal year ended December 31, 2011;

 

   

“fiscal 2012” refers to our fiscal year ended December 29, 2012;

 

   

“fiscal 2013” refers to our fiscal year ended December 28, 2013;

 

   

“fiscal 2014” refers to our fiscal year ended January 3, 2015 (included a 53rd week);

 

   

“fiscal 2015” refers to our fiscal year ended January 2, 2016;

 

   

“fiscal 2016” refers to our fiscal year ended December 31, 2016;

 

   

“fiscal 2017” refers to our fiscal year ended December 30, 2017;

 

   

“fiscal 2018” refers to our fiscal year ended December 29, 2018;

 

   

“fiscal 2019” refers to our fiscal year ended December 28, 2019;

 

   

“fiscal 2020” refers to our fiscal year ended January 2, 2021 (includes a 53rd week); and

 

   

“fiscal 2021” refers to our fiscal year ended January 1, 2022.

The following terms used in this Annual Report on Form 10-K are our trademarks: Weight Watchers®, PointsPlus®, ProPoints® and SmartPoints®.

 

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PART I

 

Item 1. Business

Overview

We believe we are the world’s leading commercial provider of weight management services, operating globally through a network of Company-owned and franchise operations. With over five decades of weight management experience, expertise and know-how, we have established Weight Watchers as one of the most recognized and trusted brand names among weight-conscious consumers. Weight Watchers-branded services and products include meetings conducted by us and our franchisees, digital weight management products provided through our websites, mobile sites and apps, products sold at meetings and through our websites, licensed products sold in retail channels and magazine subscriptions and other publications. Our primary sources of revenue are subscriptions for our monthly commitment plans for Weight Watchers meetings and Online subscriptions. Our “meetings” business refers to providing access to meetings to our monthly commitment plan subscribers, “pay-as-you-go” members, Total Access subscribers and other meeting members. “Online” refers to Weight Watchers Online, Weight Watchers OnlinePlus, Personal Coaching and other digital subscription products.

Our brand enjoys high awareness and credibility among all types of weight-conscious consumers—women and men, consumers online and offline, the support-inclined and the self-help-inclined. We are one of only a few commercial weight management programs whose efficacy has been clinically proven repeatedly. As the number of overweight and obese people worldwide grows, the demand for an effective, scalable and consumer-friendly weight management program increases. We believe our global presence and brand awareness uniquely position us in the global weight management market. We continue to explore different channels to access this market, including through our at-work meetings, healthcare strategic initiatives and business to business initiatives.

We believe the unique value provided by our offerings is inspiration, accountability and support. In the more than 50 years since our founding, we have built our business by helping millions of people around the world lose weight through sensible and sustainable food plans, activity, behavior modification and group support. As of the end of fiscal 2016, we had approximately 1.1 million active meeting subscribers, who could attend approximately 32,000 Weight Watchers meetings around the world, which were run by approximately 8,800 leaders—each of whom lost weight on our program. We also believe we are the leading global provider of paid digital subscription weight management products. As of the end of fiscal 2016, we had approximately 1.5 million active Online subscribers. Our Online business, together with its products, including apps for mobile and tablet devices, has evolved over time. Our strong brand, together with the effectiveness of our plans, loyal customer base and unparalleled network of service providers, are unique in the marketplace.

Business Organization and Global Operations

We have four reportable segments based on an integrated geographical structure as follows: North America, United Kingdom, Continental Europe (CE) and Other. Each reportable segment provides similar services and products. Further information regarding our reportable segments and our geographic areas can be found in Part II, Item 7 of this Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Part IV, Item 15 of this Annual Report on Form 10-K under Note 16 “Segment and Geographic Data” in the Notes to the Consolidated Financial Statements. Information concerning some of the risks to which we are exposed resulting from our international operations and foreign currency exchange rates is set forth in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

We operate in numerous countries around the world. Our “North America” reportable segment consists of our United States and Canada Company-owned operations; our “United Kingdom” reportable segment consists of our United Kingdom Company-owned operations; our “Continental Europe” reportable segment consists of our Germany, Switzerland, France, Spain, Belgium, Netherlands and Sweden Company-owned operations; and

 

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our “Other” reportable segment consists of our Australia, New Zealand, Mexico and Brazil Company-owned operations, as well as revenues and costs from our franchises in the United States and certain other countries. Revenues from our North America, United Kingdom, Continental Europe, and Other reportable segments contributed 68.6%, 8.7%, 18.1% and 4.6%, respectively, of our total revenues in fiscal 2016. Revenues from our North America, United Kingdom, Continental Europe, and Other reportable segments contributed 64.9%, 10.7%, 19.7% and 4.7%, respectively, of our total revenues in fiscal 2015. Finally, revenues from our North America, United Kingdom, Continental Europe, and Other reportable segments contributed 64.0%, 10.6%, 20.2% and 5.2%, respectively, of our total revenues in fiscal 2014.

Our Services and Products

Our Weight Management Program and Plan

In each of our markets, we offer services and products that are built upon our weight management program, known as Beyond the Scale in North America. The program goes beyond a singular focus on weight loss, encompassing a holistic approach for your body and mind to a healthier, more active, happier life. It is comprised of a range of nutritional, activity, behavioral and lifestyle tools and approaches that can be personalized. Beyond the Scale also gives members science-based techniques that help them keep a positive mindset. Our food plan, known as SmartPoints, was developed from a combination of advancements in scientific research and consumer insights, including from customers who experienced prior Weight Watchers plans. With the SmartPoints system, each food has a SmartPoints value determined by the food’s calories, saturated fat, sugar and protein content. Customers following the SmartPoints system can eat any food as long as the SmartPoints value of their total food consumption stays within their personalized SmartPoints “budget”. Since nutritious foods generally have lower SmartPoints values, this approach guides customers toward healthier eating patterns. Based on a personalized assessment included in the Beyond the Scale program, members and subscribers get daily and weekly SmartPoints targets, personalized activity goals and relevant content tailored to their needs. Prior to the launch of SmartPoints in December 2015, we offered a weight management plan known as PointsPlus in North America, or ProPoints in certain of our other geographies. Our analysis of over 100,000 new U.S. meetings members showed that they lost 15% more weight in their first two months following the Beyond the Scale program as compared to those who followed our PointsPlus program during an equivalent period.

Our customers can participate in our program in two main ways: in-person group meetings and digitally. Within these two channels, we offer a variety of services and products to meet each customer’s preferences. Our leaders, when leading meetings and providing personal coaching, educate members and subscribers on our program and range of tools. In addition to providing support, our leaders also inspire members and subscribers, as each leader was successful in her or his weight loss journey using our methods.

Our Meetings Business

In our meetings business, we present our program in regular weekly meetings of 30 to 45 minutes in duration, conveniently scheduled throughout the day. Our group support system remains the cornerstone of our meetings. Members provide each other support by sharing their experiences with, and by providing encouragement and empathy to, other people experiencing similar weight management challenges. Leaders facilitate this support through interactive meetings that encourage learning through member-driven discussions and individual goal-setting.

The primary payment structure for our meetings business globally is through monthly commitment plans. Under these plans, members generally receive unlimited access to meetings at a discounted monthly price plus free access to certain Online and mobile tools and 24/7 Expert Chat, where available. Pursuant to these plans, a fee is typically charged automatically to the member’s credit card or debit card on a monthly basis until the member elects to cancel. As of the end of fiscal 2016, we had approximately 1.1 million active subscribers to our monthly commitment plans.

 

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In fiscal 2016, we had total meeting attendance of approximately 32.9 million, which does not include management’s estimate that franchised operations had total meeting attendance of approximately 4.1 million. Franchisees typically pay us a fee equal to 10% of their meeting fee revenues. We have enjoyed a mutually beneficial relationship with our franchisees over many years. In our early years, we used an aggressive franchising strategy to quickly establish a meeting infrastructure to pre-empt competition. Since then, we have acquired a large number of franchises. Our franchisees are responsible for operating classes in their franchise class territory using the program and marketing guidelines we have developed. We provide a central support system for the program and our brand. In many of our markets, franchisees purchase products from us at wholesale prices for resale directly to members. Franchisees are obligated to adhere strictly to our program content guidelines, with the freedom to control pricing, class locations, operational structure and local promotions. Franchisees provide local operational expertise, advertising and public relations. Most franchise agreements are perpetual and can be terminated only upon a material breach or bankruptcy of the franchisee.

Our Online Business

In our Online business, we offer various digital subscription products, including Weight Watchers OnlinePlus and a weight management companion for Weight Watchers meetings members who want to digitally manage the day-to-day aspects of their weight management plan. These products provide interactive and personalized resources that allow users to follow our weight management plan via our web-based and mobile app products. In December 2014, we launched an Online subscription product, Personal Coaching, in certain of our markets, including the United States. Personal Coaching offers one-on-one telephonic, e-mail and text support and personalized planning from a Weight Watchers-certified Coach as well as access to other Online tools.

Our Online subscription products are based on the Weight Watchers approach to weight management and provide additional tools to our meetings members, as applicable. They help subscribers adopt a healthier and more active lifestyle and positive mindset, with a view toward long-term behavior modification—a key aspect of the Weight Watchers approach toward sustainable weight loss. These products provide subscribers with web and mobile app content, functionality, resources and interactive mobile and web-based weight management plans. We believe our personalized and interactive Online subscription products give subscribers an engaging weight management experience. Our online community, which can be accessed via the web and the Connect feature in our mobile app, gives our subscribers a way to stay virtually connected, and support and motivate each other.

We believe that mobile weight management tools and resources are an important market opportunity for us. Our mobile phone (iPhone® and Android™) and iPad® apps provide monthly commitment plan purchasers and Online subscribers with access to a suite of weight-loss tools, such as recipe and tracking tools, as well as other helpful content and the ability to scan the barcodes of food products for their SmartPoints values. We are continuing to improve the capabilities of our products, including integrating with popular activity-tracking devices and wireless weight scales.

Our Product Sales

We sell a range of products, including bars, snacks, cookbooks, food and restaurant guides with SmartPoints values, Weight Watchers magazines and SmartPoints calculators, and certain third-party products, such as activity-tracking monitors. These products complement our weight management program and help our customers in their weight management efforts. We have focused on selling products that drive recurring purchases. Our products are designed to be high quality, offer benefits related to the Weight Watchers program and be easy to merchandise.

We sell our products through our meetings business, online and to our franchisees. Excluding sales to or by our franchisees, in fiscal 2016, sales of proprietary products in our meetings business and online represented approximately 13.0% of our revenues. We seek to grow our product sales per attendee in our meetings business by continuing to optimize our product offerings by updating existing products, selectively introducing new

 

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products and sharing best practices across geographies. Additionally, non-members and non-subscribers can also purchase our products through our ecommerce platforms.

Licensing and Endorsements

We license the Weight Watchers brand and our other intellectual property in certain categories of food, including frozen foods and dairy, among others, and other relevant consumer products, including scales and fitness kits. We also endorse carefully selected branded consumer products. By partnering with carefully selected companies in categories relevant and helpful to weight-conscious consumers, we have a high margin licensing business that gives us access to these consumers and also increases the awareness of our brand. In connection with our acquisition from the H.J. Heinz Company, or Heinz, in September 1999, Heinz received a perpetual royalty-free license to continue using our brand in certain food categories.

Publishing

Weight Watchers magazines are published in most of our major markets. We also issue other publications, such as cookbooks and food and restaurant guides with SmartPoints values, which complement our program.

At-Work Meetings and Healthcare

As healthcare costs continue to be a significant concern on the minds of employers and their employees, we believe that our broad range of services and products uniquely positions us to serve the corporate market and help companies reduce their healthcare costs and improve the overall well-being of their employees. Our strategy is focused on leveraging our organizational capability to serve companies of every size and type by offering convenient and flexible weight-loss solutions that include workplace meetings, local community meetings and access to Weight Watchers Online.

We believe the healthcare market represents an important channel to reach new consumers. At the end of fiscal 2014, we announced a strategic initiative with Humana, Inc. to offer our weight management services as a part of coverage under certain employer-sponsored health plans. We continue to explore different approaches to this market.

Our Clinical Efficacy and Reputation in the Marketplace

Weight Watchers is one of the most clinically-studied commercial weight management programs, with dozens of peer-reviewed publications in the last 20 years. For example, in 2013, a randomized controlled trial conducted by the Baylor College of Medicine researchers and funded by us was published in The American Journal of Medicine and found that overweight and obese adults following Weight Watchers lost significantly more weight at six months than those who tried to lose weight on their own. In 2016, a randomized controlled trial conducted by the Indiana University School of Medicine and funded by us was published in the American Journal of Public Health and found that adults with prediabetes following the Weight Watchers for Prediabetes program lost significantly more weight and experienced better blood sugar control than those following a self-initiated diabetes prevention program using supplemental counseling materials. Similarly, in 2016, a randomized controlled trial conducted by The Medical University of South Carolina and funded by us was published in Obesity and found that adults with Type 2 diabetes who followed the Weight Watchers for Diabetes program lost significantly more weight and experienced better blood sugar control than those in a standard diabetes care program. Our efficacy and the value of our offerings are also well-acknowledged in the marketplace. For instance, in 2017, we again were recognized by U.S. News & World Report in the “2017 Best Diets” rankings. We ranked #1 for “Best Weight-Loss Diet” and tied for #1 for “Best Commercial Diet Plan”, “Best Fast Weight Loss Diet” and “Easiest Diet to Follow.”

 

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Marketing and Promotion

Our communications with consumers and other promotional efforts enhance our brand image and awareness, and motivate both former and potential new customers to join Weight Watchers meetings or purchase our Online products. In October 2015, we entered into a Strategic Collaboration Agreement with Oprah Winfrey, pursuant to which, among other things, Ms. Winfrey provides us with services in her discretion to promote the Company and our programs, products and services, including in advertisements and promotions, and making personal appearances on our behalf. For example, in fiscal 2017, as part of our collaboration with Ms. Winfrey, she is appearing in our advertising campaign in the United States and also providing exclusive video content for streaming to members on our U.S. website. Further information on this agreement and our partnership with Ms. Winfrey can be found below under “—History—Winfrey Transaction.”

We advertise primarily in national media vehicles (television, digital, print, radio, etc.), which are selected based on their efficiency and effectiveness in reaching our target audience. We develop and maintain a high level of engagement with new and potential customers on various social platforms including Facebook and Instagram. While our traditional advertising schedule generally supports the three key marketing campaigns of the year, winter, spring and fall, we communicate with consumers in the Online space in real time throughout the year. Also, we utilize brand ambassadors, including from time to time celebrity spokespersons, as part of our advertising.

In addition to the above advertising channels, we take advantage of other channels for which we are uniquely positioned given our long history and network of leaders, members and subscribers. The word of mouth generated by our current and former customers is an important source of new customers. These referrals, combined with our strong brand and known effectiveness, enable us to attract new and returning customers. We also carry out many of our key public relations initiatives through the efforts of current and former Weight Watchers leaders, members and subscribers, including from time to time celebrities.

Additionally, Weight Watchers Magazine reinforces the value of our brand and serves as an important marketing tool to both existing and potential customers. We also utilize mailing campaigns and the WeightWatchers.com website to attract new and returning customers and to engage current customers.

Seasonality

Our business is seasonal due to the importance of the winter season to our overall recruitment environment. Our advertising schedule generally supports the three key recruitment-generating seasons of the year: winter, spring and fall, with winter having the highest concentration of advertising spending.

Competition

We compete in the global weight management market. The weight management industry includes commercial weight management programs; hardware and software-based mobile app and web-based weight management programs and approaches; surgical procedures; the pharmaceutical industry; self-help weight management regimens and other self-help weight management products, services and publications, such as books, magazines, websites and social media groups; dietary supplements and meal replacement products; healthy lifestyle services, products and publications; weight management services administered by doctors, nutritionists and dieticians; government agencies and non-profit groups that offer weight management services; fitness centers and national drug store chains.

Competition among commercial weight management programs is largely based on program recognition and reputation and the effectiveness, safety and price of the program. In the United States, we compete with several other companies in the commercial weight management industry, although we believe that their businesses are not comparable to ours. For example, many of these competitors’ businesses are based on the sale of

 

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pre-packaged meals and meal replacements. Our meetings use group support and interactive, member-driven discussions to encourage learning and behavior modification to help our members move towards a healthier, more active, happier life with healthier eating patterns, in conjunction with a flexible food plan that allows members the freedom to choose what they eat. There are no significant group education-based competitors in any of our major markets, except in the United Kingdom.

We believe that food manufacturers that produce meal replacement products are not comparable competition because these businesses’ meal replacement products do not engender behavior modification through education in conjunction with a flexible, healthy food plan.

We also compete with various self-help diets, products, services and publications, such as free mobile and other weight management apps.

Trademarks, Patents and Other Proprietary Rights

We own numerous domestic and international trademarks, patents and other proprietary rights that are valuable assets and are important to our business. Depending upon the jurisdiction, trademarks are valid as long as they are used in the regular course of trade and/or their registrations are properly maintained. Patent protection extends for varying periods according to the date of patent filing or grant and the legal term of patents in the jurisdiction in which the patent is granted. The actual protection afforded by a patent may vary from country to country depending upon the type of patent, the scope of its coverage and the availability of legal remedies in the country. We believe the protection of our trademarks, copyrights, patents, domain names, trade dress and trade secrets is important to our success. We aggressively protect our intellectual property rights by relying on a combination of trademark, copyright, patent, trade dress, trade secret and other intellectual property laws, and through domain name dispute resolution systems.

History

Early Development

In 1961, Jean Nidetch, our founder, attended a New York City obesity clinic and took what she learned from her personal experience at the obesity clinic and began weight-loss meetings with a group of her overweight friends in the basement of a New York apartment building. Under Ms. Nidetch’s leadership, the group members supported each other in their weight-loss efforts, and word of the group’s success quickly spread. Ms. Nidetch and Al and Felice Lippert, who all successfully lost weight through these efforts, formally launched our business in 1963. Weight Watchers International, Inc. was incorporated as a Virginia corporation in 1974 and succeeded to the business started in New York in 1963. Heinz acquired us in 1978.

Artal Ownership

In September 1999, Artal Luxembourg S.A., or Artal Luxembourg, acquired us from Heinz. Artal Luxembourg is an indirect subsidiary of Artal Group S.A., or Artal Group, which together with its parents and its subsidiaries is referred to in this Annual Report on Form 10-K as Artal. Currently, Artal Luxembourg is the record holder of all our shares owned by Artal.

WeightWatchers.com Acquisition

In July 2005, we acquired control of our licensee and affiliate, WeightWatchers.com, Inc., by increasing our ownership interest from approximately 20% to approximately 53%. Subsequently, in December 2005, WeightWatchers.com, Inc. redeemed all shares owned by Artal in it, resulting in our current ownership of 100% of WeightWatchers.com, Inc.

 

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Winfrey Transaction

On October 18, 2015, we entered into a Strategic Collaboration Agreement with Ms. Winfrey, or the Strategic Collaboration Agreement, pursuant to which Ms. Winfrey granted us the right to use, subject to her approval, her name, image, likeness and endorsement for and in connection with the Company and its programs, products and services (including in advertising, promotion, materials and content), and we granted Ms. Winfrey the right to use our WEIGHT WATCHERS marks to collaborate with and promote the Company and its programs, products and services. The Strategic Collaboration Agreement has an initial term of five years, with additional successive one year renewal terms. During this period, Ms. Winfrey will consult with us and participate in developing, planning, executing and enhancing the Weight Watchers program and related initiatives, and provide us with services in her discretion to promote the Company and its programs, products and services, including in advertisements and promotions, and making personal appearances on our behalf. Ms. Winfrey will not grant anyone but the Company the right to use her name, image, likeness or endorsement for or in connection with any other weight loss or weight management programs during the term of the Strategic Collaboration Agreement, and she will not engage in any other weight loss or weight management business, program, products, or services during the term of the Strategic Collaboration Agreement and for one year thereafter.

On that same date, we entered into a Share Purchase Agreement with Ms. Winfrey, or the Winfrey Purchase Agreement, pursuant to which we issued and sold to Ms. Winfrey an aggregate of 6,362,103 shares of our common stock for an aggregate cash purchase price of $43,198,679. The purchased shares are subject to certain transfer restrictions and a right of first offer and right of first refusal held by the Company. Under the Winfrey Purchase Agreement, Ms. Winfrey has certain demand registration rights and piggyback rights with respect to these purchased shares. The Winfrey Purchase Agreement also provides Ms. Winfrey with the right to be nominated as director of the Company for so long as she and certain permitted transferees own at least 3% of our issued and outstanding common stock.

In consideration of Ms. Winfrey entering into the Strategic Collaboration Agreement and the performance of her obligations thereunder, on October 18, 2015, we granted Ms. Winfrey a fully vested option to purchase 3,513,468 shares of our common stock, or the Winfrey Option, which remains outstanding in full. The term sheet for the Winfrey Option, which includes the terms and conditions appended thereto, relating to the grant of the Winfrey Option is referred to herein as the Winfrey Option Agreement. The Winfrey Option is exercisable at a price of $6.97 per share, in whole or in part, at any time prior to October 18, 2025, subject to earlier termination under certain circumstances, including if (i) the Strategic Collaboration Agreement expires as a result of Ms. Winfrey’s decision not to renew the term of such agreement and (ii) a change in control (as defined in the Winfrey Option Agreement) of the Company occurs. The shares issuable upon exercise of the Winfrey Option are subject to certain transfer restrictions and a right of first offer and right of first refusal held by the Company.

In connection with Ms. Winfrey’s purchase of our common stock and the grant of the Winfrey Option described above, Artal Luxembourg entered into a Voting Agreement with Ms. Winfrey on October 18, 2015, or the Voting Agreement, pursuant to which Ms. Winfrey agreed to vote all of her common stock or preferred stock of the Company and other securities convertible into or exercisable or exchangeable for any common stock or preferred stock of the Company so as to elect such individuals designated by Artal. The Voting Agreement terminates on the date that any of the following occurs: (i) Artal (and certain permitted transferees) and Ms. Winfrey (and certain permitted transferees) collectively own less than 50% of our issued and outstanding common stock, (ii) Ms. Winfrey then has the right to be nominated as a director and has met certain eligibility requirements under the Winfrey Purchase Agreement, but is not elected as a director of the Company, (iii) Ms. Winfrey (and certain permitted transferees) collectively own less than 1% of our issued and outstanding common stock, (iv) the voting and related arrangements in the Voting Agreement, in our reasonable determination, constitutes a “change of control” in any of our debt agreements or (v) the parties to the Voting Agreement terminate such agreement by written consent.

 

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As a result of entering into the Voting Agreement, Artal and Ms. Winfrey are acting as a “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we continue to qualify as a “controlled company” under the applicable rules of The New York Stock Exchange, or the NYSE.

The transactions contemplated by the Strategic Collaboration Agreement, Winfrey Purchase Agreement and Winfrey Option Agreement are collectively referred to herein as the Winfrey Transaction.

Regulation

A number of laws and regulations govern our advertising, services, products, operations and relations with consumers, licensees, franchisees, employees and other service providers and government authorities in the countries in which we operate. Certain federal, state and foreign agencies, such as the Federal Trade Commission, or FTC, and the Food and Drug Administration, or FDA, regulate and enforce such laws and regulations relating to advertising, promotions, packaging, privacy, consumer pricing and billing arrangements and other consumer protection matters. We are subject to many distinct employment, labor, commercial, benefits and tax laws and regulations in each country in which we operate, including regulations affecting our employment and wage and hour practices and our relations with our employees and service providers. Laws and regulations directly applicable to communications, operations or commerce over the Internet, such as those governing intellectual property, privacy and taxation, continue to evolve. Our operations are subject to these laws and regulations and we continue to monitor their development and our compliance. In addition, we are subject to other laws and regulations in the United States and internationally.

During the mid-1990s, the FTC filed complaints against a number of commercial weight management providers alleging violations of federal law in connection with the use of advertisements that featured testimonials, claims for program success and program costs. In 1997, we entered into a consent order with the FTC settling all contested issues raised in the complaint filed against us. The consent order requires us to comply with certain procedures and disclosures in connection with our advertisements of services and products. From time to time, we have been in discussions with the FTC regarding such matters.

Employees and Service Providers

As of December 31, 2016, we had approximately 18,000 employees, a majority of whom were part-time employees. In addition, in certain of our markets, our service providers are self-employed and are not included in this total. We consider our relations with our employees and service providers to be satisfactory.

Available Information

Corporate information and our press releases, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments thereto, are available free of charge on our website at www.weightwatchersinternational.com as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (i.e., generally the same day as the filing), or the SEC. Moreover, we also make available at that site the Section 16 reports filed electronically by our officers, directors and 10 percent shareholders. Usually these are publicly accessible no later than the business day following the filing.

We use our website at www.weightwatchersinternational.com, our corporate Facebook page (www.facebook.com/weightwatchers) and Instagram account (Instagram.com/weightwatchers) as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels shall not be deemed to be incorporated herein by reference.

 

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Our Amended and Restated Code of Business Conduct and Ethics, or the Code of Business Conduct and Ethics, and our Corporate Governance Guidelines are also available on our website at www.weightwatchersinternational.com.

 

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, this Annual Report on Form 10-K includes “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, or the Exchange Act, including, in particular, the statements about our plans, strategies and prospects under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have generally used the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this Annual Report on Form 10-K and the documents incorporated by reference herein to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in these 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;

 

   

our ability to continue to develop new, innovative services and products and enhance our existing services and products or the failure of our services and products to continue to appeal to the market, or our 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 our advertising and marketing programs, including the strength of our social media presence;

 

   

the impact on the Weight Watchers brand of actions taken by our franchisees, licensees, suppliers and other partners;

 

   

the inability to refinance our debt obligations on favorable terms or at all;

 

   

the impact of our debt service obligations and restrictive debt covenants;

 

   

uncertainties regarding the satisfactory operation of our information technology or systems;

 

   

the impact of security breaches or privacy concerns;

 

   

the recognition of asset impairment charges;

 

   

the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate our workforce;

 

   

our chief executive officer transition, and our ability to appoint a new chief executive officer with the required level of experience and expertise in a timely manner;

 

   

the inability to renew certain of our licenses, or the inability to do so on terms that are favorable to us;

 

   

the expiration or early termination by us of leases;

 

   

risks and uncertainties associated with our international operations, including regulatory, economic, political and social risks and foreign currency risks;

 

   

uncertainties related to a downturn in general economic conditions or consumer confidence;

 

   

our ability to successfully make acquisitions or enter into joint ventures, including our ability to successfully integrate, operate or realize the anticipated benefits of such businesses;

 

   

the seasonal nature of our business;

 

   

the impact of events that discourage or impede people from gathering with others or accessing resources;

 

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our ability to enforce our intellectual property rights both domestically and internationally, as well as the impact of our involvement in any claims related to intellectual property rights;

 

   

the outcomes of litigation or regulatory actions;

 

   

the impact of existing and future laws and regulations;

 

   

our failure to maintain effective internal control over financial reporting;

 

   

the possibility that the interests of Artal, who effectively controls us, will conflict with other holders of our common stock; and

 

   

other risks and uncertainties, including those detailed from time to time in our 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 under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do 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 Annual Report on Form 10-K or to reflect the occurrence of unanticipated events or otherwise.

 

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Item 1A. Risk Factors

You should consider carefully, in addition to the other information contained in this Annual Report on Form 10-K and the exhibits hereto, the following risk factors in evaluating our business. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The following discussion of risks is not all inclusive but is designed to highlight what we believe are the most significant risks that we face. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial, may also impair our business, financial condition or results of operations.

Competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods could result in decreased demand for our services and products.

The weight management industry is highly competitive. We compete against a wide range of providers of weight management services and products. Our competitors include: commercial weight management programs; hardware and software-based mobile app and web-based weight management programs and approaches; surgical procedures; the pharmaceutical industry; self-help weight management regimens and other self-help weight management products, services and publications, such as books, magazines, websites and social media groups; dietary supplements and meal replacement products; healthy lifestyle services, products and publications; weight management services administered by doctors, nutritionists and dieticians; government agencies and non-profit groups that offer weight management services; fitness centers and national drug store chains. Additional competitors may emerge as new or different weight management services, products or methods are developed and marketed. Furthermore, existing competitors may enter new markets or expand their offerings. More effective or more favorably perceived diet and weight management methods, including pharmaceutical treatments, fat and sugar substitutes or other technological and scientific advancements in weight management methods, also may be developed. This competition may reduce demand for our services and products.

The purchasing decisions of weight management consumers are highly subjective and can be influenced by many factors, such as brand image, marketing programs, cost, consumer trends and perception of the efficacy of the service and product offerings. Moreover, consumers can, and frequently do, change weight management approaches easily and at little cost. For example, fad diets and weight loss trends, such as low-carbohydrate diets, have adversely affected our revenues from time to time. More recently, our revenue was adversely affected by the popularity of mobile technology, which has led to increased trial of free mobile and other weight management apps and activity monitors. Any decrease in demand for our services and products may adversely affect our business, financial condition or results of operations.

If we do not continue to develop new, innovative services and products or if our services and products do not continue to appeal to the market, or if we are unable to successfully expand into new channels of distribution or respond to consumer trends, our business may suffer.

The weight management industry is subject to changing consumer demands based, in large part, on the efficacy and popular appeal of weight management programs. The popularity of weight management programs is dependent, in part, on their ease of use, cost and channels of distribution as well as consumer trends. For example, the increasing focus of consumers on more integrated lifestyle and fitness approaches rather than just food, nutrition and diet could adversely impact the popularity of our programs. Our future success depends on our ability to continue to develop and market new, innovative services and products and to enhance our existing services and products, each on a timely basis, to respond to new and evolving consumer demands, achieve market acceptance and keep pace with new nutritional, weight management, technological and other developments. We may not be successful in developing, introducing on a timely basis or marketing any new or enhanced services and products. Additionally, new or enhanced services or products may not appeal to the market or the market’s perception of us may not evolve alongside our services and products. Our future success also will depend, in part, on our ability to successfully distribute our services and products through appealing

 

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channels of distribution, such as mobile or social media. Our failure to develop new, innovative services and products and to enhance our existing services and products, the failure of our services and products to continue to appeal to the market or the failure to expand into appealing new channels of distribution could have an adverse impact on our ability to attract and retain members and subscribers and thus adversely affect our business, financial condition or results of operations.

We may not be able to successfully implement new strategic initiatives, which could adversely impact our business.

We are continuously evaluating changing consumer preferences and the competitive environment of the weight management industry and seeking out opportunities to improve our performance through the implementation of selected strategic initiatives, such as our healthcare initiative. The goal of these efforts is to develop and implement a comprehensive and competitive business strategy which addresses the continuing changes in the weight management industry environment and our position within the industry. For example, as the healthcare industry continues to evolve its response to the obesity epidemic so do the requirements, both regulatory and business, for providers. If we do not successfully meet these requirements, we may not be perceived as an appropriate partner for certain purposes. We may not be able to successfully implement our strategic initiatives and realize the intended business opportunities, growth prospects, including new business channels, and competitive advantages. Our efforts to capitalize on business opportunities may not bring the intended results. Assumptions underlying expected financial results or consumer demand may not be met or economic conditions may deteriorate. We also may be unable to attract and retain highly qualified and skilled personnel to implement our strategic initiatives. If these or other factors limit our ability to successfully execute our strategic initiatives, our business activities, financial condition or results of operations may be adversely affected.

Our business depends on the effectiveness of our advertising and marketing programs, including the strength of our social media presence, to attract and retain members and subscribers.

Our business success depends on our ability to attract and retain members to our meetings and subscribers to our Online products. Our ability to attract and retain members and subscribers depends significantly on the effectiveness of our advertising and marketing practices. From time to time, we use the success stories of our members and subscribers, including in some cases celebrities, in our advertising and marketing programs to communicate on a personal level with consumers. Actions taken by these members, subscribers and celebrities that harm their personal reputation or image, or include the cessation of using our services and products, could have an adverse impact on the advertising and marketing campaigns in which they are featured. We also use social media channels as a means of communicating with consumers. Unauthorized or inappropriate use of these channels could result in harmful publicity or negative consumer experiences, which could have an adverse impact on the effectiveness of our marketing in these channels. In addition, substantial negative commentary by others on social media platforms could have an adverse impact on our reputation and ability to attract and retain members and subscribers. If our advertising and marketing campaigns do not generate a sufficient number of members and subscribers, our business, financial condition and results of operations will be adversely affected.

The Weight Watchers brand could be impaired due to actions taken by our franchisees, licensees, suppliers and other partners.

We believe that the Weight Watchers brand, including its widespread recognition and strong reputation in the market, is one of our most valuable assets and that it provides us with a competitive advantage. Our franchisees operate their businesses under our brand. In addition, we license the Weight Watchers brand to third parties for the manufacture and sale in retail stores by such parties of a variety of goods, including food products, and also endorse third-party branded consumer products. We also sell in our meeting rooms food and non-food products manufactured by third-party suppliers. Our franchisees, licensees, suppliers and other partners are independent third parties with their own financial objectives, third-party relationships and brand associations. Actions taken by them, including violations of generally accepted ethical business practices or breaches of law or

 

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contractual obligations, such as not following our program or not maintaining our quality and safety standards, could harm our brand. Also, Weight Watchers products may be subject to product recalls, brand confusion, litigation or other deficiencies, which could harm our brand. Any negative publicity associated with these actions or these third parties would adversely affect our brand and may result in decreased recruitment, meeting attendance, Online product subscriptions and product sales and, as a result, lower revenues and profits.

We may not be able to refinance our debt on favorable terms or at all depending on the condition of the capital markets and our financial condition at such time.

Our ability to make scheduled payments on or to refinance our debt obligations and to fund our planned capital expenditures and other ongoing liquidity needs depends on our future performance, which may be affected by financial, business, economic, demographic and other factors, such as attitudes toward weight management and pressure from our competitors. We have a term loan credit facility in an aggregate principal amount of $2.0 billion that will mature in April 2020. We expect to pay the principal and interest due in April 2020 from a combination of our cash flows provided by operating activities and by opportunistically using other means to repay or refinance our obligations as we determine appropriate. There can be no assurance that we will maintain a level of cash flows provided by operating activities in an amount sufficient to permit us to pay the principal and interest on all of our outstanding debt. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability, if any, to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. We also may not be able to secure future borrowings under our WWI Credit Facility (as defined below), which includes a revolving credit facility portion maturing in 2018, or otherwise be able to secure future debt financing under our WWI Credit Facility, to fund our planned capital expenditures and other ongoing liquidity needs.

Any refinancing, if available on acceptable terms or at all, of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any deterioration in our performance would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness or the ability to refinance our debt obligations on favorable terms or at all.

Our debt service obligations could adversely affect our financial condition, and the restrictions of our debt covenants could impede our operations and flexibility.

As of December 31, 2016, our total debt was $2,021.3 million. In addition, at December 31, 2016, we had $48.2 million available under our revolving credit facility. Our debt consists entirely of variable-rate instruments so we are subject to the risk of higher interest rates. We seek to manage our exposure to interest rates through interest rate swaps. At the end of fiscal 2016, we had in effect an interest rate swap with a notional amount of $1.5 billion.

While there is no net debt to EBITDA (earnings before interest, taxes, depreciation and amortization) leverage ratio maintenance requirement on our $2,021.3 million of debt outstanding, our credit facilities contain customary covenants, including covenants that in certain circumstances restrict our ability to incur additional indebtedness, pay dividends on and redeem capital stock, make other payments, including investments, sell our assets and enter into consolidations, mergers and transfers of all or substantially all of our assets. A breach of any of these covenants could result in an event of default under the credit facilities. Under the terms of our credit facilities, depending on our leverage ratio, we are obligated to offer to prepay our term loan facilities in an aggregate amount determined by our excess cash flow. If an event of default exists under the credit facilities, the lenders could elect to cease making loans and declare all amounts outstanding thereunder to be immediately due and payable. If the lenders under the credit facilities accelerate the payment of the indebtedness, we may not be able to refinance such indebtedness, and our assets may not be sufficient to repay in full that indebtedness and our other indebtedness that would become due as a result of any such acceleration.

 

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Any failure of our technology or systems to perform satisfactorily could result in an adverse impact on our business.

We rely on software, hardware, network systems and similar technology, including cloud-based technology, that is either developed by us or licensed from or maintained by third parties to operate our websites, Online subscription product offerings and other services and products such as the recurring billing system associated with certain of our commitment plans, and to support our business operations. As much of this technology is complex, there may be future errors, defects or performance problems, including when we update our technology or integrate new technology to expand and enhance our capabilities. Our technology may malfunction or suffer from defects that become apparent only after extended use. The integrity of our technology may also be compromised as a result of third-party cyber-attacks, such as hacking, spear phishing campaigns and denial of service (DOS) attacks, which are increasingly negatively impacting companies. In addition, our operations depend on our ability to protect our information technology systems against damage from third-party cyber-attacks, fire, power loss, water, earthquakes, telecommunications failures and similar unexpected adverse events. Interruptions in our websites, services and products or network systems could result from unknown technical defects, insufficient capacity or the failure of our third party providers to provide continuous and uninterrupted service. While we maintain disaster recovery capabilities to return to normal operation in a timely manner, we do not have a fully redundant system that includes an instantaneous recovery capability.

As a result of such possible defects, failures, interruptions or other problems, our services and products could be rendered unreliable or be perceived as unreliable by customers, which could result in harm to our reputation and brand. Any failure of our technology or systems could result in an adverse impact on our business.

Our reputation and the appeal of our services and products may be harmed by security breaches or privacy concerns.

Breaches of security, vandalism and other malicious acts, which are increasingly negatively impacting companies, could result in unauthorized access to proprietary or customer information or data, including credit card transaction data, or cause interruptions to our services and products. Such unauthorized access or interruptions could harm our reputation, expose us to liability claims and may result in the loss of existing or potential customers. We rely upon sophisticated information technology systems to operate our business. In the ordinary course of business, we collect, store and utilize confidential information (including, but not limited to, personal customer information and data), and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information as well as comply with applicable regulatory requirements and contractual obligations.

We also have outsourced significant elements of our information technology infrastructure and, as a result, we are managing many independent vendor relationships with third parties who may or could have access to our confidential information. The size and complexity of our information technology and information security systems, and those of our third-party vendors with whom we contract, make such systems potentially vulnerable to security breaches. While we have invested and developed systems and processes designed to protect such proprietary or customer information or data, there can be no assurance that our efforts will prevent service interruptions or security breaches.

Many jurisdictions require that customers be notified if a security breach results in the disclosure of their personal financial account or other information, and additional jurisdictions and governmental entities are considering such laws. In addition, other public disclosure laws may require that material security breaches be reported. If we experience a security breach and such notice or public disclosure is required in the future, our reputation and our business may be harmed. Prospective and existing customers, as well as companies and health plan providers who we currently or may in the future partner with, may have concerns regarding our use of private information or data collected on our websites or through our services and products, such as weight management information, financial data, email addresses and home addresses. These privacy concerns could keep customers from using our websites or purchasing our services or products, and third parties from partnering with us.

 

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In addition, the transmission of computer viruses, or similar malware, could adversely affect our information technology systems and harm our business operations. As a result, it may become necessary to expend significant additional amounts of capital and other resources to protect against, or to alleviate, problems caused by security breaches. These expenditures, however, may not prove to be a sufficient remedy.

We may be required to recognize asset impairment charges for indefinite- and definite-lived assets.

In accordance with GAAP (as defined hereafter), we perform impairment reviews of our indefinite-lived assets, which include franchise rights acquired and goodwill, on at least an annual basis or more often if events so require. We also continually evaluate whether current factors or indicators, such as the deterioration in relevant, country macroeconomic conditions, an increased competitive environment, a decline in our financial performance, and/or other prevailing conditions in the capital markets, require the performance of an interim impairment assessment of those assets. The process of testing franchise rights acquired, goodwill and other indefinite-lived assets for impairment involves numerous judgments, assumptions and estimates made by management which inherently reflect a high degree of uncertainty. Certain factors, including the future profitability of our businesses, the price of our stock and macroeconomic conditions (both at the global and local levels), might have a negative impact on the fair value of these assets. In fiscal 2013, we recorded impairment charges in the aggregate of approximately $1.2 million related to franchise rights acquired in connection with our Mexico and Hong Kong operations. We may incur additional impairment charges in the future, which would have an adverse impact on our financial condition and results of operations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in Part II of this Annual Report on Form 10-K for additional information.

Additionally, we evaluate definite-lived assets, both tangible, which includes our physical plant and equipment, and intangible, which includes both internally developed and purchased software, for impairment by comparing the net realizable value of the asset to the carrying value of the capitalized cost. If the value of those assets is not deemed to be recoverable, an assessment of the fair value of those assets is performed and to the extent the carrying value exceeds the fair value an impairment charge is recognized. Should our investment in capitalized definite-lived assets become impaired, there would also be an adverse impact on our reported financial results.

Loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate our workforce could negatively impact our sales of services and products, business, financial condition and results of operations.

We depend on senior management and other key personnel and consultants, and the loss of certain personnel or consultants could result in the loss of management continuity and institutional knowledge and negatively affect our brand image and goodwill. In October 2015, Ms. Winfrey and the Company entered into a long-term, strategic partnership, which included her making a substantial equity investment in the Company, joining our Board of Directors, providing certain consulting services and granting us the right to use her name and marks. Our ability to maintain our brand image and leverage the goodwill associated with Ms. Winfrey’s name may be damaged if we were to lose her services or if the nature of our partnership changes. The loss of Ms. Winfrey’s services or partnership with us for any reason (including as a result of her death or disability), any negative market or industry perception with respect to her or her participation in the Company’s programs, or the failure by Ms. Winfrey to provide services in her discretion to promote the Company, our programs, services and products or to consult with us and participate in developing, planning, executing and enhancing our programs and related initiatives, all in accordance with our strategic partnership arrangements with her, could have an adverse effect on our business, financial condition and results of operations.

We also depend heavily upon our service providers to support our members and Personal Coaching subscribers in their weight management efforts. If we fail to appropriately manage and motivate our service providers, we may not be able to adequately service our customers which could negatively impact our sales of

 

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services and products. Changes in factors such as overall unemployment levels, local competition for qualified personnel, prevailing wage rates and employment law, as well as rising employee benefits costs, including insurance in the areas in which we operate, could increase our labor costs and interfere with our ability to adequately retain qualified service providers to provide support to customers. Additionally, our inability to attract and retain qualified personnel could delay or hinder our successfully executing our strategic initiatives.

We are undergoing a chief executive officer transition, which could cause disruption to our business, and our failure to appoint a new chief executive officer with the required level of experience and expertise in a timely manner could have an adverse impact on our operations and business strategy.

In September 2016, James R. Chambers resigned as President and Chief Executive Officer and as a director of the Company. The Company’s Board of Directors appointed the following individuals to serve as members of the Interim Office of the Chief Executive Officer until such time as the Company appoints Mr. Chambers’ successor: (i) Nicholas P. Hotchkin, our Chief Financial Officer, (ii) Christopher J. Sobecki, a director of the Company and an executive at The Invus Group, LLC, the exclusive investment advisor to Artal (for additional information on Artal, see “—Artal effectively controls us and may have conflicts of interest with other shareholders in the future.” below), and (iii) Thilo Semmelbauer, a newly-appointed director of the Company. Messrs. Sobecki and Semmelbauer have other business interests to which they allocate a portion of their professional time, which could have a negative impact on our business or give rise to an actual or perceived conflict of interest. We are in the process of searching for a new chief executive officer. However, if we are unsuccessful in appointing a chief executive officer with the required level of experience and expertise in a timely manner, our operations and business strategy could be materially and adversely affected. Any significant leadership change or executive management transition involves inherent risk, and may involve a diversion of resources and management attention, be disruptive to our daily operations or impact public or market perception, any of which could have a negative impact on our business or stock price.

The inability to renew certain of our licenses, or the inability to do so on terms that are favorable to us, could have a material adverse effect on our financial results.

We have entered into licensing and endorsement relationships with numerous partners for the distribution and sale of certain products that are relevant and helpful to weight-conscious consumers. These arrangements are typically for fixed terms, following which the parties decide whether to extend the term of the arrangement. There is no guarantee that we will reach mutually agreeable terms with our partners for extending an arrangement. Similarly, in those instances where a licensee enjoys the option to extend the term of a license as a result of having achieved certain conditions, there is no guarantee that the licensee will avail itself of such option. Our financial results could be materially adversely affected if we are unable to extend a licensing or endorsement arrangement, if we are unable to do so on terms favorable to us, or if we cannot locate a suitable alternative to an incumbent licensee who has decided not to renew its arrangement.

Expiration or early termination by us of leases could have an adverse impact on our financial results.

Our operations, including corporate headquarters and back-office and customer service operations, are located in leased office space and many of our meetings are held in leased space in retail centers. As leases expire, we may not be able to renew them on acceptable terms or secure suitable replacement locations. If we decide to relocate or close meeting locations before the expiration of the applicable lease term, we may incur payments to landlords to terminate or “buy out” the remaining term of the lease. Any of the above events could adversely impact our financial results.

Our international operations expose us to regulatory, economic, political and social risks in the countries in which we operate.

The international nature of our operations involves a number of risks, including changes in U.S. and foreign regulations, tariffs, taxes and exchange controls, economic downturns, inflation and political and social

 

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instability in the countries in which we operate and our dependence on foreign personnel. Foreign regulations may also restrict our ability to operate in some countries, acquire new businesses, recur bill our customers or repatriate cash from foreign subsidiaries back to the United States. We cannot be certain that we will be able to enter and successfully compete in additional foreign markets or that we will be able to continue to compete in the foreign markets in which we currently operate.

We are exposed to foreign currency risks from our international operations that could adversely affect our financial results.

A significant portion of our revenues and operating costs are denominated in foreign currencies. We are therefore exposed to fluctuations in the exchange rates between the U.S. dollar and the currencies in which our foreign operations receive revenues and pay expenses. We do not currently hedge, and have not historically hedged, our operational exposure to foreign currency fluctuations. Our consolidated financial results are presented in U.S. dollars and therefore, during times of a strengthening U.S. dollar, our reported international revenues and earnings will be reduced because the local currency will translate into fewer U.S. dollars. In addition, the assets and liabilities of our non-U.S. subsidiaries are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rate for the period. Translation adjustments arising from the use of differing exchange rates from period to period are recorded in shareholders’ equity as accumulated other comprehensive income (loss). Translation adjustments arising from intercompany receivables and payables with our foreign subsidiaries are generally recorded as a component of other expense (income). Accordingly, changes in currency exchange rates will cause our revenues, operating costs, net income and shareholders’ equity to fluctuate. For example, these changes had a negative impact on our fiscal 2015 and fiscal 2016 financial results.

Our business may decline as a result of a downturn in general economic conditions or consumer confidence.

Our business is highly dependent on meeting fees, Online product subscriptions and product sales. A downturn in general economic conditions or consumer confidence in any of our markets could result in people curtailing or reallocating their discretionary spending which, in turn, could reduce attendance at our meetings, Online product subscriptions and product sales. Any reduction in consumer spending may adversely affect our business, financial condition or results of operations.

We may not successfully make acquisitions or enter into joint ventures and we may not successfully integrate, operate or realize the anticipated benefits of such businesses.

As part of our strategic initiatives, we may pursue selected acquisitions or joint ventures. We may not be able to effect these transactions on commercially reasonable terms or at all. Any future acquisitions or joint ventures may require access to additional capital, and we may not have access to such capital on commercially reasonable terms or at all. Even if we enter into these transactions, we may not realize the benefits we anticipate or we may experience difficulties in integrating any acquired companies, technologies and products into our existing business or in providing our services and products in newly acquired markets; attrition of key personnel from acquired businesses; significant charges or expenses; higher costs of integration than we anticipated; or unforeseen operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations.

Our ability to influence the control of, or distributions from, our joint ventures may be limited by contract or otherwise. If any of the other investors in one of our joint ventures fails to observe its commitments, or its interests are different than ours, the joint venture may not be able to operate according to its business plan, we may be required to increase our level of commitment, or such entities may take actions which are not in our best interest. If we are unable to maintain our relationships with our joint venture partners, we could lose our ability to operate in the geographies and/or markets in which they operate, which could have an adverse effect on our business, financial condition or results of operations.

 

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Consummating these transactions could also result in the incurrence of additional debt and related interest expense, as well as unforeseen contingent liabilities, all of which could have an adverse effect on our business, financial condition or results of operations. We may also issue additional equity in connection with these transactions, which would dilute our existing shareholders.

The seasonal nature of our business could cause our operating results to fluctuate.

We have experienced and expect to continue to experience fluctuations in our quarterly results of operations due to the seasonal nature of our business. The first quarter of the fiscal year typically results in the greatest revenue due to the importance of the winter season to our overall recruitment environment. In addition, given the subscription nature of our products, failure to realize recruitments during the winter season could negatively impact our performance for the remainder of the year. This seasonality could cause our share price to fluctuate as the results of an interim financial period may not be indicative of our full year results. Seasonality also impacts relative revenue and profitability of each quarter of the year, both on a quarter-to-quarter and year-over-year basis.

Any event that discourages or impedes people from gathering with others or accessing resources could adversely affect our business.

Our meetings and Online businesses are subject to conditions beyond our control, including extreme weather, terrorism, health epidemics, loss of resources such as electricity, national disasters and other extraordinary events, that may prevent or impede current or prospective members from attending or joining meetings or subscribers from accessing our Online products. The occurrence of any event that discourages people from gathering with others or impedes their ability to access resources could adversely affect our business, financial condition or results of operations.

Third parties may infringe on our brand and other intellectual property rights, which may have an adverse impact on our business.

We currently rely on a combination of trademark, copyright, trade dress, trade secret, patent and other intellectual property laws and domain name dispute resolution systems to establish and protect our proprietary rights, including our brand. If we fail to successfully enforce our intellectual property rights, the value of our brand, services and products could be diminished and our business may suffer. Our precautions may not prevent misappropriation of our intellectual property, particularly in foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States. Any legal action that we may bring to protect our brand and other intellectual property could be unsuccessful and expensive and could divert management’s attention from other business concerns. In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property, especially in Internet-related businesses, are uncertain and evolving. These evolving legal standards may not sufficiently protect our intellectual property rights in the future.

We may be subject to intellectual property rights claims.

Third parties may make claims against us alleging infringement of their intellectual property rights. Any intellectual property claims, regardless of merit, could be time-consuming and expensive to litigate or settle and could significantly divert management’s attention from other business concerns. In addition, if we were unable to successfully defend against such claims, we may have to pay damages, stop selling the service or product or stop using the software, technology or content found to be in violation of a third party’s rights, seek a license for the infringing service, product, software, technology or content or develop alternative non-infringing services, products, software, technology or content. If we cannot license on reasonable terms, develop alternatives or stop using the service, product, software, technology or content for any infringing aspects of our business, we may be forced to limit our service and product offerings. Any of these results could reduce our revenues or our ability to compete effectively, increase our costs or harm our business.

 

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Outcomes of litigation or regulatory actions could adversely impact our financial condition.

From time to time, we may be a party to lawsuits and regulatory actions relating to our business operations. For example, in the past, we have had disputes with our franchisees regarding operations and other contractual issues. Due to the inherent uncertainties of legal actions and regulatory proceedings, we cannot predict their outcomes with certainty. Therefore, it is possible that our results of operations, financial condition or cash flows could be adversely affected by the unfavorable resolution of one or more legal or regulatory actions. As we expand our offerings in certain healthcare channels, consumers may misconstrue our program as providing medical advice. As we clearly state in our consumer communications, most of our service providers do not have extensive training or certification in nutrition, diet or health fields beyond the training they receive from us. Despite our disclaimers, as more customers come to us through the healthcare channel they may misperceive that our service providers are providing medical advice regarding weight loss and related topics. We may also be subject to claims that our service providers have provided inappropriate advice or have inappropriately referred or failed to refer customers to health care providers when needed. Regardless of the outcome of any legal action or regulatory proceeding, such actions and proceedings could result in substantial costs and may require that our management devote substantial time and resources to defend us. For example, the previously disclosed adverse UK tax ruling relating to the self-employment status of our UK leaders resulted in an aggregate adverse charge of approximately $37.0 million.

Our businesses are subject to legislative and regulatory restrictions.

A number of laws and regulations govern our advertising, services, products, operations and relations with consumers, licensees, franchisees, employees and other service providers, and government authorities in the countries in which we operate.

Certain federal, state and foreign agencies, such as the FTC and FDA, regulate and enforce such laws and regulations relating to advertising, promotions, packaging, privacy, consumer pricing and billing arrangements, and other consumer protection matters. A determination by a federal, state or foreign agency, or a court in connection with a governmental enforcement action or private litigation, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity, and restrictions of our business operations. For example, during the mid-1990s, the FTC filed complaints against a number of commercial weight management providers alleging violations of federal law in connection with the use of advertisements that featured testimonials, claims for program success and program costs. In 1997, we entered into a consent order with the FTC settling all contested issues raised in the complaint filed against us. The consent order requires us to comply with certain procedures and disclosures in connection with our advertisements of services and products.

We are subject to many distinct employment, labor, commercial, benefits and tax laws and regulations in each country in which we operate, including regulations affecting our employment and wage and hour practices and our relations with our employees and service providers. If we are required to comply with new laws or regulations or interpretations of existing laws and regulations that differ from our interpretations, are unable to comply with these laws, regulations or interpretations, or are subject to litigation with respect to these laws, regulations or interpretations, our business and results of operations could be adversely affected.

Laws and regulations directly applicable to communications, operations or commerce over the Internet, such as those governing intellectual property, privacy and taxation, continue to evolve. If we are required to comply with new laws or regulations or interpretations of existing laws or regulations that differ from our interpretations, or if we are unable to comply with these laws, regulations or interpretations, our business and results of operations could be adversely affected.

Future laws or regulations, including laws or regulations affecting our advertising and marketing practices, consumer pricing and billing arrangements, relations with consumers, employees, service providers, licensees or franchisees, or our services and products, may have an adverse impact on us.

 

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If we do not maintain effective internal control over financial reporting, we could fail to report our financial results accurately.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports. In the past we have discovered, and in the future we may discover, areas of our internal control over financial reporting that need improvement. In the future, if we identify a control deficiency that rises to the level of a material weakness in our internal controls over financial reporting, this material weakness may adversely affect our ability to record, process, summarize and report financial information timely and accurately and, as a result, our financial statements may contain material misstatements or omissions. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Artal effectively controls us and may have conflicts of interest with other shareholders in the future.

Artal effectively controls us and is effectively able to control the election and removal of our directors and determine our corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, the amendment of our articles of incorporation or bylaws and other significant corporate transactions. This concentration of our ownership may delay or deter possible changes in control of our company, which may reduce the value of an investment in our common stock. So long as Artal owns 10% or more of our common stock, Artal will have the right pursuant to an agreement with us to nominate directors to our Board of Directors in proportion to its stock ownership. In addition, Artal Luxembourg entered into a Voting Agreement with Ms. Winfrey on October 18, 2015, pursuant to which Ms. Winfrey has agreed to vote all of her shares of our common stock so as to elect such individuals designated as directors by Artal. The interests of Artal may not coincide with the interests of other holders of our common stock.

We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, qualify for exemptions from certain corporate governance requirements.

A group comprised of Artal and Ms. Winfrey controls a majority of the voting power of our outstanding common stock. Under the New York Stock Exchange, or the NYSE, rules, a listed company of which more than 50% of the voting power for the election of directors is held by another person or group of persons acting together is a “controlled company” and such a company may elect not to comply with certain NYSE corporate governance requirements, including (1) the requirement that a majority of the Board of Directors consist of independent directors, (2) the requirement that the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (4) that the compensation committee be required to consider certain independence factors when engaging compensation consultants, legal counsel and other committee advisors and (5) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. We have elected to be treated as a “controlled company.” Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

Our articles of incorporation and bylaws and Virginia corporate law contain provisions that may discourage a takeover attempt.

Provisions contained in our articles of incorporation and bylaws and the laws of Virginia, the state in which we are incorporated, could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Provisions of our articles of incorporation and bylaws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. For example, our articles of incorporation authorize our Board of Directors to determine the rights, preferences,

 

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privileges and restrictions of unissued series of preferred stock, without any vote or action by our shareholders. Thus, our Board of Directors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. These rights may have the effect of delaying or deterring a change of control of our company. In addition, a change of control of our company may be delayed or deterred as a result of our having three classes of directors. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock.

 

Item 1B. Unresolved Staff Comments

None.

 

Item 2. Properties

We are currently headquartered in New York, New York in leased office space with our US back-office and customer support operations located in leased office spaces elsewhere in the United States. Each of our foreign country operations generally also has leased office space to support its operations. Our meetings are typically held in third-party locations (usually meeting rooms in well-located civic or other community centers) or space leased in retail centers.

Our website and digital products and services are hosted on hardware and software co-located at a third-party facility in Massachusetts and by third-party cloud service providers with facilities in various locations around the United States. We also maintain a disaster recovery site with hardware and software co-located at a third-party facility in Arizona.

 

Item 3. Legal Proceedings

Tracey Mead, Derivatively on Behalf of Weight Watchers International, Inc. vs. Artal Group et. al. and Weight Watchers International, Inc.

On May 29, 2014 and June 23, 2014, the Company received shareholder litigation demand letters alleging breaches of fiduciary duties and unjust enrichment by Company officers and directors and Artal, to the alleged injury of the Company. The letters alleged defendants disseminated materially false and misleading statements and/or concealed material adverse facts, all relating to similar allegations asserted in a previously disclosed federal securities litigation pending at such time. The United States District Court for the Southern District of New York subsequently dismissed the securities litigation on May 11, 2016.

In response to the letters, pursuant to Virginia law, the Board of Directors created a special committee to review and evaluate the facts and circumstances surrounding the claims made in the demand letters. The special committee decided to undertake its review after receiving a decision on defendants’ motion to dismiss in the federal securities litigation given the overlapping issues.

On August 11, 2015, a purported shareholder derivative lawsuit was filed in New York State Court in Westchester County. The complaint alleged that certain Company directors and executive officers breached their various fiduciary duties by knowingly causing the Company to repurchase shares from Artal and from certain executive officers at artificially inflated prices in connection with a tender offer made to all shareholders. The complaint sought an order for the defendants to disgorge all profits made from selling Company stock between March 16, 2012 and April 9, 2012, as well as an award for damages sustained by the alleged breaches of fiduciary duty. The parties agreed to settle the case by stipulation dated November 15, 2016. On February 24, 2017, the Court indicated it would approve the settlement, which provided that the Company will implement certain operational and corporate governance measures, and granted the application for attorneys’ fees and expenses by plaintiff’s counsel for $0.2 million.

 

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Raymond Roberts v. Weight Watchers International, Inc.

On January 7, 2016, an OnlinePlus member filed a putative class action complaint against the Company in the Supreme Court of New York, New York County, asserting class claims for breach of contract and violations of the New York General Business Law. On February 5, 2016, the Company removed the case to the United States District Court, Southern District of New York. On March 18, 2016, the plaintiff filed an amended complaint, alleging that, as a result of the temporary glitches in the Company’s website and app in November and December 2015, the Company has: (1) breached its Subscription Agreement with its OnlinePlus members; and (2) engaged in deceptive acts and practices in violation of Section 350 of the New York General Business Law. The plaintiff is seeking unspecified actual, punitive and statutory damages, as well as his attorneys’ fees and costs incurred in connection with this action. The Company filed a motion to dismiss on May 6, 2016. The plaintiff filed his opposition papers on June 9, 2016 and the Company filed its reply papers on June 23, 2016. The Court granted the Company’s motion to dismiss on November 14, 2016. On November 16, 2016, the plaintiff filed a timely notice of appeal of the Court’s decision and on January 31, 2017, the plaintiff filed its brief in support of appeal. The Company’s opposition brief is due to be filed on April 5, 2017. The Company believes that the plaintiff’s appeal is without merit and will be denied in due course.

Other Litigation Matters

Due to the nature of the Company’s activities, it is also, at times, subject to pending and threatened legal actions, including patent and other intellectual property actions, that arise out of the ordinary course of business. In the opinion of management, the disposition of any such matters is not expected to have a material 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.

 

Item 4. Mine Safety Disclosures

Not applicable.

 

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EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

Pursuant to General Instruction G(3) to Form 10-K, certain of the information regarding our directors and executive officers required by Items 401(a), (b) and (e) of Regulation S-K is hereby included in Part I of this Annual Report on Form 10-K.

Set forth below are the names, ages as of December 31, 2016 and current positions of our executive officers and directors. Directors are elected at the annual meeting of shareholders. Executive officers are appointed by, and hold office at, the discretion of our Board of Directors.

 

Name

   Age     

Position

Nicholas P. Hotchkin

     51     

Chief Financial Officer & Member, Interim Office of the Chief Executive Officer

Thilo Semmelbauer

     51     

Director & Member, Interim Office of the Chief Executive Officer

Christopher J. Sobecki

     58     

Director & Member, Interim Office of the Chief Executive Officer

Michael F. Colosi

     51      General Counsel and Secretary

Stacey Mowbray

     54      President, Americas

Corinne Pollier(-Bousquet)

     52      President, International

Raymond Debbane(1)

     61      Chairman of the Board of Directors

Steven M. Altschuler, M.D.(1)(2)

     63      Director

Philippe J. Amouyal(1)

     58      Director

Cynthia Elkins(2)

     51      Director

Jonas M. Fajgenbaum

     44      Director

Denis F. Kelly(2)

     67      Director

Sacha Lainovic

     60      Director

Oprah Winfrey

     62      Director

 

(1) Member of Compensation and Benefits Committee.
(2) Member of Audit Committee.

Nicholas P. Hotchkin. Mr. Hotchkin has served as our Chief Financial Officer since August 2012 and has served as a member of our Interim Office of the Chief Executive Officer since September 2016. Prior to joining us, Mr. Hotchkin had spent several years at Staples, Inc., a global leader in the office supply industry. Most recently, Mr. Hotchkin served as Senior Vice President of Finance for the U.S. Retail division of Staples based in Massachusetts, a position he held from May 2010 to August 2012. Before assuming that position, he had been Senior Vice President of Finance and Treasurer of Staples, a position he held from November 2006 to April 2010. Prior to joining Staples, Mr. Hotchkin held several corporate finance positions with Delphi Corporation and General Motors Corporation including assignments in the United States, Asia and Europe. Mr. Hotchkin received a B.A. in Economics from Harvard College and an M.B.A. from the Harvard Business School.

Thilo Semmelbauer. Mr. Semmelbauer has been a director since September 2016 and has served as a member of our Interim Office of the Chief Executive Officer since September 2016. Since 2015, Mr. Semmelbauer has been a Venture Partner of Insight Venture Partners, a global private equity and venture capital firm. He has been involved in technology ventures for over 25 years. From 2010 to 2015, he served as President and Chief Operating Officer of Shutterstock, Inc., a global marketplace for licensing images, videos, and music to businesses worldwide. From 2009 to 2010, he served as Executive Vice President, Consumer Business, of TheLadders.com, a career management company. Mr. Semmelbauer was also Weight Watchers International, Inc.’s Global Chief Operating Officer from 2006 to 2008 and Chief Operating Officer for North America from 2004 to 2006, after serving as President and Chief Operating Officer of WeightWatchers.com from 2000 to 2004 when he was part of the founding team. He holds an A.B. in Electrical Engineering and Computer

 

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Science from Dartmouth College and a dual M.S. in Management and Electrical Engineering from the Massachusetts Institute of Technology.

Christopher J. Sobecki. Mr. Sobecki has been a director since our acquisition by Artal Luxembourg on September 29, 1999 and has served as a member of our Interim Office of the Chief Executive Officer since September 2016. Mr. Sobecki is a Managing Director of The Invus Group, LLC, which he joined in 1989. He received an M.B.A. from the Harvard Business School. He also obtained a B.S. in Industrial Engineering from Purdue University. Mr. Sobecki is a director of Lexicon Pharmaceuticals, Inc. and a number of private companies of which Artal or Invus, L.P. are shareholders.

Michael F. Colosi. Mr. Colosi has served as our General Counsel and Secretary since May 2014. Prior to joining us, Mr. Colosi most recently served as Senior Vice President, General Counsel and Corporate Secretary of Kenneth Cole Productions, Inc. (KCP), a multi-brand retail, wholesale and licensing company, from March 2007 to February 2014. His service as General Counsel and Secretary of KCP commenced in July 2000 and July 2004, respectively. He also served as Corporate Vice President of KCP from July 2000 to February 2007. Prior to joining KCP, Mr. Colosi was Associate General Counsel and Assistant Secretary for The Warnaco Group, Inc., an international apparel company, from 1996 to 2000. Mr. Colosi received a B.A. in Economics and English from Cornell University and a J.D. from The University of Michigan Law School.

Stacey Mowbray. Ms. Mowbray has served as our President, Americas since March 2016. Prior to that time, Ms. Mowbray served as President and General Manager of Weight Watchers Canada from November 2014 to March 2016. Prior to joining us, Ms. Mowbray was with Second Cup Ltd., a Canadian, publicly traded, specialty coffee business, where she served as Chief Executive Officer from May 2009 to February 2014 and President from February 2008 to May 2009. Prior to joining Second Cup Ltd., Ms. Mowbray was Chief Marketing Officer at Molson Coors Brewing Company and held various senior roles at Cara Operations Limited and PepsiCo Canada. Ms. Mowbray received a Bachelor of Business degree from Wilfrid Laurier University and an M.B.A. from the Schulich School of Business at York University.

Corinne Pollier(-Bousquet). Ms. Pollier has served as our President, International since March 2016. Prior to that time, Ms. Pollier served as our President, Continental Europe & Australia-New Zealand from January 2014 to March 2016, our President, Continental Europe from May 2013 to January 2014, our Senior Vice President of France and Switzerland from October 2008 to May 2013 and our General Manager of France from October 2003 to October 2008. Prior to joining us, from 1991 to 2003, Ms. Pollier was with VIVARTE Group (France), a European retailer of footwear and apparel, where she held various positions in the finance and planning analysis department from 1991 to 1995, various senior positions in the organization and strategy department from 1995 to 2000 and as General Manager of Kookai from 2001 to 2003. Ms. Pollier also held various product management and project management positions for the central buying office of Le Printemps department stores from 1987 to 1991. Ms. Pollier holds a Master in Management from the HEC Business School Paris.

Raymond Debbane. Mr. Debbane has been the Chairman of our Board of Directors since our acquisition by Artal Luxembourg on September 29, 1999. Mr. Debbane is a co-founder and the Chief Executive Officer of The Invus Group, LLC. Prior to forming The Invus Group, LLC in 1985, Mr. Debbane was a manager and consultant for The Boston Consulting Group in Paris, France. He holds an M.B.A. from Stanford Graduate School of Business, an M.S. in Food Science and Technology from the University of California, Davis and a B.S. in Agricultural Sciences and Agricultural Engineering from American University of Beirut. Mr. Debbane is the Chairman of the Board of Directors of Lexicon Pharmaceuticals, Inc. and a director of Blue Buffalo Pet Products, Inc. He is also the Chief Executive Officer and a director of Artal Group S.A., and the Chairman of the Board of Directors of a number of private companies of which Artal or Invus, L.P. are shareholders. Mr. Debbane was previously a director of Ceres, Inc.

Steven M. Altschuler, M.D. Dr. Altschuler has been a director since September 2012. Dr. Altschuler has served as the Chief Executive Officer of the University of Miami Health System and Senior Vice President for

 

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Healthcare at the University of Miami since January 2016. He previously served as the Chief Executive Officer of The Children’s Hospital of Philadelphia (CHOP), one of the leading children’s hospitals in the United States, from April 2000 until June 2015. Prior to assuming the role of Chief Executive Officer, Dr. Altschuler held several positions at CHOP, including Physician-in-Chief and chief of the Division of Gastroenterology, Hepatology and Nutrition. Prior to joining CHOP, Dr. Altschuler was faculty member and chair of the Department of Pediatrics at the Perelman School of Medicine at the University of Pennsylvania. Dr. Altschuler received a B.A. in mathematics and an M.D. from Case Western Reserve University. Dr. Altschuler is a director of Mead Johnson Nutrition Company, where he is the Chair of the Compensation and Management Development Committee. Dr. Altschuler is also the Chair of the Board of Directors of Spark Therapeutics, Inc.

Philippe J. Amouyal. Mr. Amouyal has been a director since November 2002. Mr. Amouyal is a Managing Director of The Invus Group, LLC, a position he has held since 1999. Previously, Mr. Amouyal was a Vice President and Director of The Boston Consulting Group in Boston, MA. He holds an M.S. in Engineering and a DEA in Management from Ecole Centrale de Paris and was a Research Fellow at the Center for Policy Alternatives of the Massachusetts Institute of Technology. Mr. Amouyal is a director and member of the Compensation Committee of Lexicon Pharmaceuticals, Inc. and Blue Buffalo Pet Products, Inc., as well as a number of private companies of which Artal or Invus, L.P. are shareholders.

Cynthia Elkins. Ms. Elkins has been a director since March 2014. From March 2011 through December 2016, Ms. Elkins served as the Vice President of IT Americas at Genentech, Inc., a member of the Roche Group, the world’s largest biotechnology company. She previously served as Genentech’s Senior Director of IT Enterprise Applications from December 2007 to February 2011. Prior to joining Genentech, Ms. Elkins was Vice President and General Manager of Supplier Solutions and Commerce Services at Ariba, Inc. and Vice President of Product Engineering at ATP Inc. Prior to that, she held various technology leadership positions at Aspect Telecommunications, VeriFone and Digital Equipment Corporation. Ms. Elkins received a B.S. in Applied Mathematics from the University of California, Los Angeles and an M.B.A. from Santa Clara University.

Jonas M. Fajgenbaum. Mr. Fajgenbaum has been a director since our acquisition by Artal Luxembourg on September 29, 1999. Mr. Fajgenbaum is a Managing Director of The Invus Group, LLC, which he joined in 1996. Prior to joining The Invus Group, LLC, Mr. Fajgenbaum was a consultant for McKinsey & Company in New York from 1994 to 1996. He graduated with a B.S. in Economics with a concentration in Finance from The Wharton School of the University of Pennsylvania and a B.A. in Economics from the University of Pennsylvania. Mr. Fajgenbaum is a director of a number of private companies of which Artal or Invus, L.P. are shareholders.

Denis F. Kelly. Mr. Kelly has been a director since May 2015. Mr. Kelly is a Partner, and has served as a Managing Partner, of Scura Paley Securities LLC, a private investment banking firm which he co-founded, since 2001. From 1993 to 2001, he was a Managing Director of Prudential Securities Incorporated. Previously, he served as the President and Chief Executive Officer of Denbrook Capital Corporation, a merchant banking firm, from 1991 to 1993. From 1980 to 1991, Mr. Kelly held various positions at Merrill Lynch, including Managing Director of Mergers and Acquisitions and Managing Director of Merchant Banking. Mr. Kelly began his investment banking career at Lehman Brothers in 1974. Mr. Kelly received a B.A. from Amherst College and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. Mr. Kelly is also a director of MSC Industrial Direct Co., Inc., where he serves as a member of the Audit Committee and the chairman of the Compensation Committee. Mr. Kelly previously served as a director of Kenneth Cole Productions, Inc., which is no longer a public company.

Sacha Lainovic. Mr. Lainovic has been a director since our acquisition by Artal Luxembourg on September 29, 1999. Since 2007, Mr. Lainovic has been Managing Partner of Invus Financial Advisors, LLC, a New York-based investment firm, which he co-founded. From 1985 to 2006, Mr. Lainovic was Executive Vice President of The Invus Group, LLC, which he co-founded. Prior to forming The Invus Group, LLC in 1985, Mr. Lainovic was a manager and consultant for The Boston Consulting Group in Paris, France. He holds an M.B.A. from Stanford Graduate School of Business and an M.S. in Engineering from Insa de Lyon in Lyon, France.

 

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Oprah Winfrey. Ms. Winfrey has been a director since October 2015. Since January 2009, Ms. Winfrey has served as the Chairman of her cable network, OWN: Oprah Winfrey Network, taking on the role of Chief Executive Officer in July 2011. Previously, she founded Harpo, Inc. in 1986, under which she has launched numerous media and entertainment businesses, including O, The Oprah Magazine and Harpo Films, in addition to producing the award-winning talk show “The Oprah Winfrey Show” for 25 years. Ms. Winfrey is a global media leader, philanthropist, producer and actress. She also has been serving as a member of the Smithsonian’s advisory council since 2004.

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the NYSE. Our common stock trades on the NYSE under the symbol “WTW.”

The following table sets forth, for the periods indicated, the high and low sales prices per share for our common stock as reported on the NYSE composite price history.

Fiscal 2016 (Year ended December 31, 2016)

 

     High      Low  

First Quarter

   $ 23.42      $ 10.03  

Second Quarter

   $ 16.13      $ 10.74  

Third Quarter

   $ 12.58      $ 9.37  

Fourth Quarter

   $ 12.65      $ 9.55  

Fiscal 2015 (Year ended January 2, 2016)

 

     High      Low  

First Quarter

   $ 21.53      $ 6.71  

Second Quarter

   $ 8.93      $ 4.06  

Third Quarter

   $ 7.14      $ 3.67  

Fourth Quarter

   $ 28.05      $ 6.01  

On October 9, 2003, our Board of Directors authorized, and we announced, a program to repurchase up to $250.0 million of our outstanding common stock. On each of June 13, 2005, May 25, 2006 and October 21, 2010, our Board of Directors authorized, and we announced, adding $250.0 million to this program. The repurchase program allows for shares to be purchased from time to time in the open market or through privately negotiated transactions. No shares will be purchased from Artal Holdings Sp. z o.o., Succursale de Luxembourg, or Artal Holdings, and its parents and subsidiaries under this program. The repurchase program currently has no expiration date. We repurchased no shares of our common stock during the fourth quarter of fiscal 2016. As of the end of fiscal 2016, $208.9 million remained available to purchase shares of our common stock under the repurchase program.

Holders

The approximate number of holders of record of our common stock as of February 1, 2017 was 270. This number does not include beneficial owners of our securities held in the name of nominees.

Dividends

On October 30, 2013, we announced that we suspended our quarterly cash dividend. Prior to the suspension, we had been issuing a quarterly cash dividend of $0.175 per share of our common stock every quarter for several fiscal years. We currently intend to use the annual cash savings from such dividend suspension to preserve financial flexibility while funding our strategic growth initiatives and building cash for future debt repayments. Any future determination to declare and pay dividends will be made at the discretion of our Board of Directors, after taking into account our financial results, capital requirements and other factors it may deem relevant. The WWI Credit Facility (as defined below) also contains restrictions on our ability to pay dividends on our common

 

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stock. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Long-Term Debt” in Part II, and “Item 15. Exhibits and Financial Statement Schedules—Financial Statements—Note 8. Long-Term Debt” in Part IV, of this Annual Report on Form 10-K for a description of the WWI Credit Facility.

Stock Performance Graph

The following graph sets forth the cumulative return on our common stock from December 30, 2011, the last trading day of our 2011 fiscal year, through December 30, 2016, the last trading day of our 2016 fiscal year, as compared to the cumulative return of the Standard & Poor’s 500 Index, or the S&P 500 Index, and the cumulative return of the Standard & Poor’s MidCap 400 Index, or the S&P MidCap 400 Index. We selected the S&P 500 Index because it is a broad index of equity markets. We selected the S&P MidCap 400 Index, which is generally comprised of issuers having a similar market capitalization with the Company at the times presented, because we believe that there are no other lines of business or published industry indices or peer groups that provide a more meaningful comparison of the cumulative return of our stock. The graph assumes that $100 was invested on December 30, 2011 in each of (1) our common stock, (2) the S&P 500 Index and (3) the S&P MidCap 400 Index, and that all dividends were reinvested.

 

LOGO

 

     Cumulative Total Return ($)  

Company/Index

   12.30.11      12.28.12      12.27.13      1.2.15      12.31.15      12.30.16  

Weight Watchers International, Inc.

     100.00        93.78        61.06        40.18        42.55        21.37  

S&P 500 Index

     100.00        114.07        152.98        174.56        177.01        198.18  

S&P MidCap 400 Index

     100.00        116.02        156.60        172.61        168.98        204.03  

 

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Item 6. Selected Financial Data

The following schedule sets forth our selected financial data for the last five fiscal years.

SELECTED FINANCIAL DATA

(in millions, except per share amounts)

 

     Fiscal 2016     Fiscal 2015     Fiscal 2014     Fiscal 2013     Fiscal 2012  
     (52 weeks)     (52 weeks)     (53 weeks)     (52 weeks)     (52 weeks)  

Revenues, net

   $ 1,164.9     $ 1,164.4     $ 1,479.9     $ 1,724.1     $ 1,839.4  

Net income attributable to the Company

   $ 67.7     $ 32.9     $ 117.8     $ 202.7     $ 257.4  

Working capital deficit(1)

   $ (57.2   $ (151.7   $ (29.7   $ (54.6   $ (251.6

Total assets(1)

   $ 1,271.0     $ 1,394.3     $ 1,479.8     $ 1,343.5     $ 1,173.6  

Long-term debt(1)

   $ 1,981.3     $ 1,996.4     $ 2,244.9     $ 2,318.4     $ 2,266.6  

Earnings per share:

          

Basic

   $ 1.06     $ 0.56     $ 2.08     $ 3.61     $ 4.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 1.03     $ 0.56     $ 2.08     $ 3.60     $ 4.23  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared per common share

   $ —       $ —       $ —       $ 0.53     $ 0.70  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Pursuant to the retrospective adoption in the first quarter of fiscal 2016 of the Financial Accounting Standards Board guidance on debt issuance costs and classification of deferred tax assets, the Company has reclassified unamortized debt issuance costs and deferred tax assets, respectively, in fiscal 2015, 2014, 2013 and 2012 from what had been previously reported.

Items Affecting Comparability

Several events occurred during each of the last five fiscal years that affect the comparability of our financial statements. The nature of these events and their impact on underlying business trends are as follows:

Winfrey Transaction

On October 19, 2015, pursuant to the Winfrey Purchase Agreement, we issued and sold to Ms. Winfrey an aggregate of 6.4 million shares of our common stock for an aggregate cash purchase price of $43.2 million.

In consideration of Ms. Winfrey entering into the Strategic Collaboration Agreement and the performance of her obligations thereunder, on October 18, 2015, we granted Ms. Winfrey the Winfrey Option to purchase 3.5 million shares of our common stock at an exercise price of $6.97 per share, which remains outstanding in full.

In fiscal 2015, net income and earnings per fully diluted share, or EPS, were negatively impacted by expenses of $8.3 million after tax, or $0.14 per fully diluted share, in connection with the Winfrey Transaction. More specifically, we recorded compensation expense of $7.8 million after tax for the full value of the Winfrey Option in the fourth quarter of fiscal 2015 (based on the Black Scholes option pricing model), as well as $0.5 million after tax of expenses for legal, compliance and other fees in connection with the Winfrey Transaction. See “Item 1. Business—History—Winfrey Transaction” for additional details on the Winfrey Transaction.

Restructuring Charges

In fiscal 2015 and fiscal 2014, we recorded $8.4 million ($5.1 million after tax or $0.09 per fully diluted share) and $11.8 million ($7.2 million after tax or $0.13 per fully diluted share) of charges, respectively, associated with the restructuring of our organization.

 

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Early Extinguishment of Debt

Net income and EPS for the full year of fiscal 2015 were impacted by an $11.4 million ($7.0 million after tax or $0.12 per fully diluted share) gain on early extinguishment of debt in connection with the payment of an aggregate amount of cash proceeds totaling $134.6 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $148.0 million in aggregate principal amount of term loans under the Tranche B-1 Term Facility (defined hereafter).

Net income and EPS for the full year of fiscal 2013 were impacted by a $21.7 million ($13.3 million after tax or $0.24 per fully diluted share) early extinguishment of debt charge recorded in fiscal 2013 resulting from the write-off of fees in connection with our April 2013 debt refinancing.

Net Tax Benefit

In fiscal 2016, we recognized (i) an $11.4 million, or $0.17 per fully diluted share, net tax benefit due to a research and development credit and a Section 199 deduction for the tax years 2012 through 2015 and (ii) a reversal of a $2.5 million, or $0.04 per fully diluted share, valuation allowance related to tax benefits for foreign losses that are now expected to be realized. These benefits were partially offset by a $2.0 million, or $0.03 per fully diluted share, tax expense for out-of-period adjustments in income taxes in the third quarter of fiscal 2016.

In fiscal 2014, we recognized a $2.4 million, or $0.04 per fully diluted share, net tax benefit related to an intercompany loan write-off in connection with the closure of our China business partially offset by the recognition of a valuation allowance related to tax benefits for foreign losses not expected to be realized.

UK Self-Employment Matter

We received an adverse tax ruling in the United Kingdom that our UK leaders should have been classified as employees for UK tax purposes and, as such, we should have withheld tax from our leaders pursuant to the “Pay As You Earn” and national insurance contributions collection rules and remitted such amounts to Her Majesty’s Revenue and Customs, or HMRC. In connection with this ruling, we recorded a charge of approximately $36.7 million, of which approximately $4.2 million was with respect to fiscal 2009 and approximately $32.5 million was with respect to fiscal years 2001 through 2008, to cost of revenues in the fourth quarter of fiscal 2009. We subsequently recorded a charge of approximately $4.1 million and $3.0 million in fiscal 2010 and fiscal 2011, respectively. In December 2012, we reached an agreement with HMRC to settle the matter in its entirety for approximately $36.8 million. Based upon the settlement amount, we determined that $14.5 million of the reserved amount represented an over-accrual and as such was reversed to cost of revenues. As part of the settlement amount, the settlement agreement provided for an amount of interest to be paid which resulted in a $7.1 million increase to interest expense. The net benefit associated with the settlement was an increase of $7.4 million to income before income taxes. The reserve for this matter at the end of fiscal 2012 equaled approximately $7.3 million in the aggregate based on the exchange rates at the end of fiscal 2012. In January 2013, $6.8 million was paid to HMRC, representing the balance due over the approximately $30.0 million paid to HMRC in February 2012, and the balance of the reserve was used to pay associated costs.

Long-Term Debt

On March 15, 2012, the composition of our then-existing credit facilities, or collectively, the Prior WWI Credit Facility, changed as a result of our amending and restating the Prior WWI Credit Facility to, among other things, extend the maturity of certain of our term loan facilities and our revolving credit facility and to obtain new commitments for the borrowing of an additional $1,449.4 million of term loans to finance the purchases of shares of our common stock in our previously disclosed “modified Dutch auction” tender offer for our common stock and from Artal Holdings pursuant to the related share purchase agreement in the first six months of fiscal 2012. Following the amendment of the Prior WWI Credit Facility, (i) $33.1 million in aggregate principal

 

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amount of the Term A-1 Loan and $301.8 million in aggregate principal amount of the Term C Loan were converted into, and $849.4 million in aggregate principal amount of commitments to borrow new term loans were provided under, the new Term E Loan, (ii) $107.0 million in aggregate principal amount of the Term B Loan and $119.1 million in aggregate principal amount of the Term D Loan were converted into, and $600.0 million in aggregate principal amount of commitments to borrow new term loans were provided under, the new Term F Loan, and (iii) $262.0 million in aggregate principal amount of commitments under the Revolver A-1 were converted into the new revolving credit facility, Revolver A-2. The loans outstanding under each term loan facility existing prior to the amendment of the Prior WWI Credit Facility and the loans and commitments outstanding under the Revolver A-1, in each case that were not converted into the Term E Loan, the Term F Loan or the Revolver A-2, as applicable, continued to remain outstanding under the Prior WWI Credit Facility as the Term A-1 Loan, the Term B Loan, the Term C Loan, the Term D Loan or the Revolver A-1, as applicable. In connection with this amendment, we incurred fees of approximately $26.2 million in the first quarter of fiscal 2012.

On April 2, 2013, we refinanced our credit facilities pursuant to a new Credit Agreement, or as amended, supplemented or otherwise modified, the Credit Agreement, among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank, The Bank of Nova Scotia, as revolving agent, swingline lender and an issuing bank, and the other parties thereto. The Credit Agreement provides for (a) a revolving credit facility (including swing line loans and letters of credit) in an initial aggregate principal amount of $250.0 million that will mature on April 2, 2018, or the Revolving Facility, (b) an initial term B-1 loan credit facility in an aggregate principal amount of $300.0 million that matured on April 2, 2016, or Tranche B-1 Term Facility, and (c) an initial term B-2 loan credit facility in an aggregate principal amount of $2,100.0 million that will mature on April 2, 2020, or Tranche B-2 Term Facility. We refer herein to the Tranche B-1 Term Facility together with the Tranche B-2 Term Facility as the Term Facilities, and the Term Facilities and Revolving Facility collectively as the WWI Credit Facility. In connection with this refinancing, we used the proceeds from borrowings under the Term Facilities to pay off a total of $2,399.9 million of outstanding loans, consisting of $128.8 million of Term B Loans, $110.6 million of Term C Loans, $117.6 million of Term D Loans, $1,125.0 million of Term E Loans, $817.9 million of Term F Loans, $21.2 million of loans under the Revolver A-1 and $78.8 million of loans under the Revolver A-2. Following the refinancing of a total of $2,399.9 million of loans, at April 2, 2013, we had $2,400.0 million debt outstanding under the Term Facilities and $248.8 million of availability under the Revolving Facility. We incurred fees of $44.8 million during the second quarter of fiscal 2013 in connection with this refinancing. In the second quarter of fiscal 2013, we wrote-off fees associated with this refinancing which resulted in our recording a charge of $21.7 million in early extinguishment of debt.

On September 26, 2014, we entered into an agreement with certain lenders amending the Credit Agreement that, among other things, eliminated the Financial Covenant (as defined in the Credit Agreement) with respect to the Revolving Facility. In connection with this amendment, we wrote-off deferred financing fees of approximately $1.6 million in the third quarter of fiscal 2014. Concurrently with and in order to effect this amendment, we reduced the amount of the Revolving Facility from $250.0 million to $50.0 million.

Under the terms of the Credit Agreement, depending on our Consolidated Leverage Ratio (as defined in the Credit Agreement), we are obligated to offer to prepay the Term Facilities in an aggregate amount determined by our excess cash flow (as defined in the Credit Agreement). On March 13, 2015, we commenced an offer to prepay at a discount to par up to $75.0 million in aggregate principal amount of term loans outstanding under the Tranche B-1 Term Facility. On March 20, 2015, we accepted offers with a discount equal to or greater than 9.00% in respect of such term loans. On March 25, 2015, we paid an aggregate amount of cash proceeds totaling $57.4 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $63.1 million in aggregate principal amount of such term loans under the Tranche B-1 Term Facility. This expenditure reduced, on a dollar for dollar basis, our $59.7 million obligation to make a mandatory excess cash flow prepayment offer to the term loan lenders under the terms of the Credit Agreement. In addition, we made a voluntary prepayment at par on March 25, 2015 of $2.5 million in respect of such term loans under the Tranche

 

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B-1 Term Facility to reduce the remaining excess cash flow prepayment obligation for fiscal 2014. As a result of this prepayment, we wrote-off fees of $0.3 million, incurred fees of $0.6 million and recorded a gain on early extinguishment of debt of $4.7 million, inclusive of these fees, in the first quarter of fiscal 2015.

On June 17, 2015, we commenced another offer to prepay at a discount to par up to $229.0 million in aggregate principal amount of term loans outstanding under the Tranche B-1 Term Facility. On June 22, 2015, we accepted offers with a discount equal to or greater than 9.00% in respect of such term loans. On June 26, 2015, we paid an aggregate amount of cash proceeds totaling $77.2 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $84.9 million in aggregate principal amount of such term loans under the Tranche B-1 Term Facility. As a result of this prepayment, we wrote-off fees of $0.3 million, incurred fees of $0.6 million and recorded a gain on early extinguishment of debt of $6.7 million, inclusive of these fees, in the second quarter of fiscal 2015.

On July 14, 2015, we drew down the $48.0 million available on our Revolving Facility in order to enhance our cash position and to provide additional financial flexibility. As of January 2, 2016, the revolver borrowing was classified as a short-term liability in consideration of the fact that the terms of the Revolving Facility require an assessment as to whether there have been any material adverse changes with respect to the Company in connection with our monthly interest elections. Although the revolver borrowing was classified as a short-term liability as of January 2, 2016, absent any change in fact and circumstance, we had, and continue to have, the ability to extend and not repay the Revolving Facility until its due date of April 2, 2018.

On April 1, 2016, we paid in full, with cash on hand, a principal amount of loans equal to $144.3 million, which constituted the entire remaining principal amount of loans outstanding under the Tranche B-1 Term Facility due April 2, 2016.

On July 29, 2016, we paid down, with cash on hand, a principal amount of $25.0 million of the $48.0 million outstanding under our Revolving Facility. On September 16, 2016, we paid down, with cash on hand, the remaining outstanding principal amount of $23.0 million on our Revolving Facility.

For additional details on the WWI Credit Facility, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Long-Term Debt” in Part II of this Annual Report on Form 10-K.

Working Capital

In fiscal 2016, the change in working capital was driven primarily by the April 1, 2016 payment of a principal amount of loans equal to $144.3 million, which constituted the entire remaining principal amount of loans outstanding under the Tranche B-1 Term Facility, and paying down in the aggregate the outstanding principal amount of $48.0 million on our Revolving Facility. In fiscal 2015, the change in working capital was driven in large part by the increase in short-term debt due within one year and the decline in cash resulting from the prepayment of debt during the fiscal year. The refinancing of our credit facilities in April 2013 resulted in much lower debt repayments in fiscal 2013 and fiscal 2014 as compared to our debt repayments in fiscal 2012. Our lower debt repayment obligations in fiscal 2013 and fiscal 2014 drove increases in cash in those years thereby lowering the working capital deficit.

Other Comprehensive Income (Loss)

Other comprehensive income, net of taxes, was $10.6 million in fiscal 2016 as compared to other comprehensive loss, net of taxes, of $18.3 million in fiscal 2015 primarily due to the positive mark to market of our interest rate swap and to a lesser extent the favorable impact of foreign currency translation adjustments. In fiscal 2016, due to hedge accounting, changes in other comprehensive income increased to $11.8 million ($7.1 million after tax) as compared to a loss of $2.1 million ($1.3 million after tax) in fiscal 2015. In addition, foreign

 

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currency translation adjustments favorably impacted results by $5.6 million ($3.5 million after tax) in fiscal 2016 as compared to a loss of $27.8 million ($17.0 million after tax) in fiscal 2015 primarily due to the revaluation of intercompany receivables and payables.

Other comprehensive loss, net of taxes, was $18.3 million in fiscal 2015 as compared to $28.9 million in fiscal 2014 primarily due to the unfavorable impact of foreign currency translation adjustments and to a lesser extent the mark to market of our interest rate swap. In fiscal 2015, foreign currency translation adjustments unfavorably impacted results by $27.8 million ($17.0 million after tax) as compared to $19.2 million ($11.7 million after tax) in fiscal 2014 primarily due to the devaluation of the Euro, Canadian dollar, and the British Pound. In addition, due to hedge accounting, changes in other comprehensive loss decreased to $2.1 million ($1.3 million after tax) in fiscal 2015 as compared to $28.3 million ($17.3 million after tax) in fiscal 2014.

Acquisition of Additional Equity Interest in Brazil and Gain on Brazil Acquisition

Prior to March 12, 2014, the Company had owned 35% of Vigilantes do Peso Marketing Ltda., or VPM, a Brazilian limited liability partnership. On March 12, 2014, the Company acquired an additional 45% equity interest in VPM for a net purchase price of $14.2 million. VPM was converted into a joint-stock corporation prior to closing and subsequently operates as a subsidiary of the Company with rights to conduct typical business lines. As a result of the acquisition, the Company gained a direct controlling financial interest in VPM and began to consolidate this entity as of the date of acquisition.

As a result of our Brazil acquisition, we adjusted our previously held equity interest to fair value of $11.0 million and recorded a charge of $0.5 million associated with the settlement of the royalty-free arrangement of the Brazilian partnership. The net effect of these items resulted in our recognizing a gain of $10.5 million ($6.4 million after tax or $0.11 per fully diluted share) in fiscal 2014.

Acquisition of Wello

On April 16, 2014, the Company acquired Knowplicity, Inc., d/b/a Wello, an online fitness and personal training company for a net purchase price of $9.0 million. Payment was in the form of common stock issued of $4.2 million and cash of $4.8 million. As a result of the acquisition, Wello became a wholly-owned subsidiary of the Company and the Company began to consolidate the entity as of the date of acquisition.

Acquisition of Weilos

On March 11, 2015, the Company acquired for a purchase price of $6.7 million Weilos, Inc., or Weilos, a California-based startup with an online social platform. Payment was in the form of common stock issued of $2.8 million, restricted stock issued of $0.1 million and cash of $2.8 million plus cash in reserves of $1.0 million. As a result of the acquisition, Weilos became a wholly owned subsidiary of the Company and the Company began to consolidate the entity as of the date of acquisition.

Franchisee Acquisitions

The following are our acquisitions since the beginning of fiscal 2012:

Acquisition of Miami Franchise. On June 27, 2016, we acquired substantially all of the assets of our franchisee for certain territories in South Florida, Weight Watchers of Greater Miami, Inc., for a purchase price of $3.3 million.

Acquisitions of Alberta and Saskatchewan, West Virginia, Columbus, Reno, Manitoba and Franklin and St. Lawrence Counties. On March 4, 2013, we acquired substantially all of the assets of our Alberta and Saskatchewan, Canada franchisees, Weight Watchers of Alberta Ltd. and Weight Watchers of Saskatchewan Ltd., for an aggregate purchase price of $35.0 million. On July 15, 2013, we acquired substantially all of the

 

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assets of our West Virginia franchisee, Weight Watchers of West Virginia, Inc., for a net purchase price of $16.0 million. On July 22, 2013, we acquired substantially all of the assets of our Columbus, Ohio franchisee, Weight Watchers of Columbus, Inc., for a net purchase price of $23.4 million and our Reno, Nevada franchisee, Weight Watchers of Northern Nevada, Inc., for a net purchase price of $4.0 million. On October 28, 2013, we acquired substantially all of the assets of our Manitoba, Canada franchisee, Weight Watchers of Manitoba Ltd., for a net purchase price of $5.2 million and our Franklin and St. Lawrence Counties, New York franchisee, Weight Watchers of Franklin and St. Lawrence Counties Inc., for a net purchase price of $0.3 million.

Acquisitions of Southeastern Ontario and Ottawa, Adirondacks and Memphis. On September 10, 2012, we acquired substantially all of the assets of our Southeastern Ontario and Ottawa, Canada franchisee, Slengora Limited, for a net purchase price of $16.8 million. On November 2, 2012, we acquired substantially all of the assets of our Adirondacks franchisee, Weight Watchers of the Adirondacks, Inc., for a purchase price of $3.4 million. On December 20, 2012, we acquired substantially all of the assets of our Memphis, Tennessee franchisee, Weight Watchers of the Mid-South, Inc., for a purchase price of $10.0 million.

These acquisitions were financed through cash from operations. These acquisitions have been accounted for as purchases and financial results have been included in our consolidated operating results since their respective dates of acquisition.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the “Selected Financial Data” included in Item 6 of this Annual Report on Form 10-K and our consolidated financial statements and related notes included in Item 15 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements discussed in “Cautionary Notice Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K should be read as applying to all forward-looking statements wherever they appear in this Annual Report on Form 10-K. Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include, without limitation, those discussed in “Risk Factors” included in Item 1A of this Annual Report on Form 10-K.

Overview

We believe we are the world’s leading commercial provider of weight management services, operating globally through a network of Company-owned and franchise operations. With over five decades of weight management experience, expertise and know-how, we have established Weight Watchers as one of the most recognized and trusted brand names among weight-conscious consumers. Weight Watchers-branded services and products include meetings conducted by us and our franchisees, digital weight management products provided through our websites, mobile sites and apps, products sold at meetings and through our websites, licensed products sold in retail channels and magazine subscriptions and other publications. Our primary sources of revenue are subscriptions for our monthly commitment plans for Weight Watchers meetings and Online subscriptions. Our “meetings” business refers to providing access to meetings to our monthly commitment plan subscribers, “pay-as-you-go” members, Total Access subscribers and other meeting members. “Online” refers to Weight Watchers Online, Weight Watchers OnlinePlus, Personal Coaching and other digital subscription products.

We operate in numerous countries around the world, including through our franchise operations. We have four reportable segments based on an integrated geographical structure as follows: North America, United Kingdom, Continental Europe (CE) and Other. See the section entitled “Business—Business Organization and Global Operations” in Item 1 of this Annual Report on Form 10-K for further information on these reportable segments and the countries in which we operate.

Components of our Results of Operations

Revenues

We derive our revenues principally from:

 

   

Service Revenues. Our “Service Revenues” consist of “Meeting Fees” and “Online Subscription Revenues”. “Meeting Fees” consist of the fees associated with our monthly commitment plans for unlimited access to meetings and other payment arrangements for access to meetings, including our “pay-as-you-go” payment arrangement and fees associated with our Total Access product. “Online Subscription Revenues” consist of the fees associated with subscriptions for our Online subscription products, including our Personal Coaching product.

 

   

In-meeting product sales. We sell a range of products that complement our weight management program, including bars, snacks, cookbooks, food and restaurant guides with SmartPoints values, Weight Watchers magazines, SmartPoints calculators and fitness kits, and certain third-party products, such as activity-tracking monitors.

 

   

Licensing, franchise royalties and other. We license the Weight Watchers brand and our other intellectual property in certain categories of food and other relevant consumer products. We also endorse carefully selected branded consumer products. In addition, our franchisees typically pay us a royalty fee of 10% of their meeting fee revenues as well as purchase products for sale in their meetings.

 

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We also generate other revenues including revenues from sales of products to members online, magazine subscriptions, publishing and third-party advertising in our publications, and payments from the sale of third-party website advertising and By Mail product.

The following table sets forth our revenues by category for the past three fiscal years.

Revenue Sources

(in millions)

 

     Fiscal 2016      Fiscal 2015      Fiscal 2014  
     (52 weeks)      (52 weeks)      (53 weeks)  

Service Revenues

   $ 949.1      $ 937.4      $ 1,181.9  

In-meeting product sales

     125.5        127.3        169.1  

Licensing, franchise royalties and other

     90.3        99.7        128.9  
  

 

 

    

 

 

    

 

 

 

Total

   $ 1,164.9      $ 1,164.4      $ 1,479.9  
  

 

 

    

 

 

    

 

 

 

 

Note: Totals may not sum due to rounding.

From fiscal 2014 through fiscal 2016, our revenues decreased at a compound annual rate of 11.3% driven primarily by a decline in Service Revenues. Additional revenue details are as follows:

 

   

Service Revenues. Service Revenues declined at a compound annual rate of 10.4% from fiscal 2014 through fiscal 2016 due to a decline in Total Paid Weeks from negative recruitment trends in both our meetings and Online businesses in the majority of the countries in which we operate. Despite entering fiscal 2016 with a lower number of Incoming Subscribers versus the prior year, higher recruitments in the first quarter of fiscal 2016 resulted in a shift so that the number of End of Period Subscribers at the end of the first quarter of fiscal 2016 increased from the prior year period. Led by our North America business, recruitments in the first quarter of fiscal 2016 were driven by the successful launch of our Beyond the Scale program, coupled with the successful response to our advertising, including television advertising featuring Ms. Winfrey in certain key markets. The positive recruitment trend continued through fiscal 2016 and drove an increase in Total Paid Weeks in fiscal 2016 versus fiscal 2015. Recruitment was the biggest challenge in our business from fiscal 2014 through the third quarter of fiscal 2015, as we faced strong competition for consumer trial from an evolving competitor set. Fiscal 2016 was a turning point in our recruitment trends. Recruitment continues to be a key strategic focus.

 

   

In-meeting product sales. In-meeting product sales were down 13.8% on a compound annual rate from fiscal 2014 through fiscal 2016. This decline was driven in part by a decline in the number of members attending meetings from fiscal 2014 through fiscal 2016 and in part from lower sales in the meeting room during that period.

 

   

Licensing, franchise royalties and other. All other revenues were down 16.3% on a compound annual rate from fiscal 2014 through fiscal 2016. This decline was driven in part by licensing revenues which declined at a compound annual rate of 26.0% from fiscal 2014 through fiscal 2016. Our licensing business was negatively impacted by competition from lower-priced, store-branded products as well as reduced consumer demand for products in the diet category. In addition, revenues from our franchisees declined at a compound annual rate of 2.8% during this period, largely driven by market performance.

Cost of Revenues

Total cost of revenues primarily consists of expenses to operate our meetings, costs to sell products in our meeting rooms and online and costs to operate our websites and Online products. Operating costs primarily consist of salary, commissions and expenses paid to our service providers, salary expense of field staff, meeting room rent, customer service costs (both in-house and third-party), program material expenses, depreciation and

 

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amortization associated with field automation, credit card and fulfillment fees and training and other expenses incurred to support our field organization. Operating costs also include costs associated with our 24/7 Expert Chat and Personal Coaching offerings introduced in December 2014. Cost to sell products includes costs of products purchased from our third-party suppliers, inventory reserves, royalties, and inbound and outbound shipping and related costs incurred in making our products available for sale or use. Costs to operate our websites include salaries and related benefits, depreciation and amortization of website development, credit card processing fees and other costs incurred in making our websites available to our members.

Marketing Expenses

Marketing expenses primarily consist of costs to produce advertising and marketing materials as well as media costs to advertise our brand and products on television, on the Internet, on the radio and in print, costs paid to third-party agencies who help us develop our marketing campaigns and strategy, expenses in support of market research, as well as costs incurred in connection with local marketing and promotions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of compensation, benefits and other related costs, including stock-based compensation, third-party consulting, temp help, audit, legal and litigation expenses as well as facility costs and depreciation and amortization of systems in support of the business infrastructure and head offices globally. Selling, general and administrative expenses also include amortization expense of certain of our intangible assets and certain one-time transaction expenses.

Gross Margin

The following table sets forth our gross profit and gross margin for the past three fiscal years, as adjusted to exclude the impact of charges from our previously disclosed 2015 and 2014 restructuring plans:

 

(in millions except percentages)

   2016     2015     2014  

Gross Profit

   $ 585.5     $ 574.1     $ 802.6  

Gross Margin

     50.3     49.3     54.2

Adjustments to Reported Amounts(1)

      

Restructuring charges

     —         1.5       4.6  
  

 

 

   

 

 

   

 

 

 

Gross Profit, as adjusted(1)

   $ 585.5     $ 575.6     $ 807.2  
  

 

 

   

 

 

   

 

 

 

Gross Margin impact from above adjustments(1)

     0.0     (0.1 %)      (0.3 %) 

Gross Margin, as adjusted(1)

     50.3     49.4     54.5

 

Note: Totals may not sum due to rounding.

(1) “As adjusted” is a non-GAAP financial measure that adjusts the consolidated statements of net income for fiscal 2015 and 2014 to exclude the impact of the $1.5 million and $4.6 million of restructuring charges associated with our previously disclosed 2015 and 2014 restructuring plans, respectively. See “Non-GAAP Financial Measures” below for an explanation of our use of non-GAAP financial measures.

In fiscal 2015, the gross margin decline from fiscal 2014 was driven primarily by declining revenues, including declining licensing revenues, partially offset by a declining cost of revenues. In addition, particularly in the US meetings business, the cost associated with providing 24/7 Expert Chat and Personal Coaching and additional service provider compensation changes in fiscal 2015, as well as technology and training costs associated with the December 2014 introduction of new product offerings, negatively impacted margin.

In fiscal 2016, the gross margin increase from fiscal 2015 was driven primarily by declining operating expenses and increased leverage driven by higher revenues in the meetings business partially offset by a decline in licensing revenues.

 

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Operating Income Margin

The following table sets forth our Operating Income for the past three fiscal years, as adjusted to exclude the impact of charges from our previously disclosed 2015 and 2014 restructuring plans and the expenses associated with the Winfrey Transaction:

 

(in millions except percentages)

   2016     2015     2014  

Operating Income

     200.8     $ 168.1     $ 299.3  

Operating Income Margin

     17.2     14.4     20.2

Adjustments to Reported Amounts(1)

      

Restructuring charges

     —         8.4       11.8  

Winfrey Transaction Expenses

     —         13.6       —    
  

 

 

   

 

 

   

 

 

 

Operating Income, as adjusted(1)

   $ 200.8     $ 190.1     $ 311.2  
  

 

 

   

 

 

   

 

 

 

Operating Income Margin impact from above adjustments(1)

     0.0     (1.9 %)      (0.8 %) 

Operating Income Margin, as adjusted(1)

     17.2     16.3     21.0

 

Note: Totals may not sum due to rounding.

(1) “As adjusted” is a non-GAAP financial measure that adjusts the consolidated statements of net income for fiscal 2015 and 2014 to exclude the impact of the $8.4 million and $11.8 million of restructuring charges associated with our previously disclosed fiscal 2015 and 2014 restructuring plans, respectively, and the $13.6 million of expenses associated with the Winfrey Transaction, which includes $12.8 million of stock compensation related to the Winfrey Option. See “Non-GAAP Financial Measures” below for an explanation of our use of non-GAAP financial measures.

In fiscal 2015, the decrease in operating income margin from fiscal 2014 was primarily the result of lower gross margin and higher selling, general and administrative expenses as a percentage of revenue, partially offset by lower marketing expense as a percentage of revenue. Excluding expenses associated with the Winfrey Transaction, selling, general and administrative expenses as a percentage of revenue were flat versus the prior year. The decrease in marketing expense from fiscal 2014 was driven primarily by lower TV media and production costs globally as well as lower agency fees and celebrity and talent costs primarily in the United States.

In fiscal 2016, the increase in operating income margin from fiscal 2015 was primarily the result of the decrease in selling, general and administrative expenses as a percentage of revenue, higher gross margin, and a decrease in marketing expense as a percentage of revenue. Excluding expenses associated with the Winfrey Transaction in fiscal 2015 and the 2015 restructuring charges, selling, general and administrative expenses as a percentage of revenue increased in fiscal 2016 versus the prior year primarily due to higher compensation and incentive related costs and higher professional fees partially offset by lower technology related expenses.

Material Trends

Performance Indicators

Our management reviews and analyzes several key performance indicators in order to manage our business and assess the quality and potential variability of our cash flows and earnings. These key performance indicators include:

 

   

Revenues—Our “Service Revenues” consist of “Meeting Fees” and “Online Subscription Revenues”. “Meeting Fees” consist of the fees associated with our monthly commitment plans for unlimited access to meetings and other payment arrangements for access to meetings, including our “pay-as-you-go” payment arrangement and fees associated with our Total Access product. “Online Subscription Revenues” consist of the fees associated with subscriptions for our Online subscription products, including our Personal Coaching product. In addition, “product sales and other” consists of sales of products to members in meetings and online, revenues from licensing, magazine subscriptions,

 

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publishing and third-party advertising in publications, payments from the sale of third-party website advertising and the By Mail product, other revenues, and, in the case of the consolidated financial results and Other reportable segment, franchise fees with respect to commitment plans and commissions.

 

   

Paid Weeks—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 our digital subscription products (including Personal Coaching); and (iii) “Total Paid Weeks” is the sum of Meeting Paid Weeks and Online Paid Weeks.

 

   

Incoming Subscribers—“Subscribers” refer to meetings members and Online subscribers who participate in recurring billing programs, such as our monthly commitment plans for our meetings business. The “Incoming Subscribers” metric reports Weight Watchers subscribers in Company-owned operations at a given period start as follows: (i) “Incoming Meeting Subscribers” is the total number of Weight Watchers monthly commitment plan subscribers (including Total Access); (ii) “Incoming Online Subscribers” is the total number of Weight Watchers Online, Weight Watchers OnlinePlus and Personal Coaching subscribers; and (iii) “Incoming Subscribers” is the sum of Incoming Meeting Subscribers and Incoming Online Subscribers.

 

   

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

 

   

recruitments

 

   

attendance

 

   

gross profit and operating expenses as a percentage of revenue

Transformation Plan

As previously disclosed, the Company is currently executing a multi-year transformation plan to return the Company to sustained growth. As part of our focus on strong cost management, we are committed to maintaining stringent expense disciplines. We successfully reduced our gross annualized expenses by $250 million as of the end of fiscal 2015 versus our fiscal 2012 cost base, with $150 million coming out of marketing and the balance split between cost of sales and selling, general and administrative expenses. See Note 20 of our consolidated financial statements, contained in Part IV, Item 15 of this Annual Report on Form 10-K, for additional details on our cost-savings initiative. The December 2015 launch of our comprehensive program innovation, Beyond the Scale, was a key component of our strategy to reposition our brand and improve our service and product offerings. This innovation expanded our purpose from weight loss alone to more broadly helping people lead healthier, more active, happier lives. As part of our groundbreaking partnership with Ms. Winfrey, and in furtherance of this repositioning of our brand, she has been featured in our television advertising in certain key markets. The successful launch of the Beyond the Scale program has resulted in five consecutive quarters of recruitment growth. End of Period Subscribers in each quarter of fiscal 2016 grew versus the prior year period, demonstrating our transformation progress. End of Period Subscribers were up 9.7% in the fourth quarter of fiscal 2016 as compared to the prior year period. In connection with our organizational capabilities upgrade, we undertook our technology transformation, which included the replacement of legacy technology systems and architecture which enabled us to deliver product and program enhancements in a more agile, cost-effective manner. For additional details on our investments to date related to this technology transformation, see “—Liquidity and Capital Resources—Investing Activities”. As we execute this transformation plan,

 

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management, from time to time, reviews the resulting revenues and associated costs to refine the plan in order to ensure resources are allocated efficiently and optimized. Management continues to believe that the Company has sufficient liquidity to execute the transformation plan and does not believe the Company is constrained by its capital structure. See “— Liquidity and Capital Resources”.

Market Trends

We believe that our revenues and profitability can be sensitive to major trends in the weight management industry. In particular, we believe that our business could be adversely impacted by:

 

   

increased competition from hardware and software-based mobile app and web-based weight management programs and approaches;

 

   

the development of more effective or more favorably perceived weight management methods, including pharmaceuticals;

 

   

a failure to develop and market new, innovative services and products or to successfully expand into new channels of distribution or respond to consumer trends, including consumer focus on integrated lifestyle and fitness approaches;

 

   

a failure to successfully implement new strategic initiatives;

 

   

a decrease in the effectiveness of our marketing, advertising, and social media programs;

 

   

an impairment of the Weight Watchers brand and our other intellectual property;

 

   

a failure of our technology or systems to perform as designed; and

 

   

a downturn in general economic conditions or consumer confidence.

North America Metrics and Business Trends

In fiscal 2014, North America Total Paid Weeks declined 16.8%, driven by a decline in both Online Paid Weeks of 17.5% and Meeting Paid Weeks of 15.8%, versus the prior year. Despite the launch of the new Simple Start program at the beginning of the year, as well as new advertising and promotional tactics, recruitment softness continued throughout the year. The popularity of activity monitors and free apps resulted in increased competition which exacerbated the negative trend we began to experience in fiscal 2013 in subscriptions for our Online subscription products. In addition, the increasing focus of consumers on more integrated lifestyle and fitness approaches rather than just food, nutrition and diet also negatively impacted our recruitments.

In fiscal 2015, North America Total Paid Weeks declined 20.9%, driven by a decline in both Online Paid Weeks of 22.6% and Meeting Paid Weeks of 18.8%, versus the prior year. The decline in North America Total Paid Weeks primarily resulted from the lower number of Incoming Subscribers at the beginning of fiscal 2015 versus the beginning of fiscal 2014 as well as from lower recruitments in fiscal 2015 versus the prior year. In response to weakening recruitment trends in early fiscal 2015, North America introduced new advertising and promotions. Although recruitments remained lower year-over-year in fiscal 2015, the year-over-year recruitment trend in the second and third quarters of fiscal 2015 improved as compared to the first quarter of fiscal 2015, benefitting from these actions. In the fourth quarter of fiscal 2015, following the announcement of our partnership with Ms. Winfrey in October and our early December launch of our Beyond the Scale program through the end of the fiscal 2015, recruitments increased as compared to the same period in the prior year.

In fiscal 2016, North America Total Paid Weeks increased 9.2%, driven by an increase in Meeting Paid Weeks of 12.3% and an increase in Online Paid Weeks of 6.9%, versus the prior year. The increase in North America Total Paid Weeks primarily resulted from higher recruitments in each quarter of fiscal 2016 versus the comparable prior year quarter. This increase in recruitments was driven by the successful launch of our Beyond the Scale program, which included the launch of SmartPoints, in late fiscal 2015 and to a lesser extent increased promotional activities, particularly in the Online business. This launch, coupled with the successful response to our strategic collaboration with Ms. Winfrey, has driven momentum in our North America business.

 

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United Kingdom Metrics and Business Trends

In fiscal 2014, UK Total Paid Weeks declined 9.2% versus the prior year, driven by a decline in Meeting Paid Weeks of 9.6% and a decline in Online Paid Weeks of 8.6% versus the prior year. Total Paid Weeks performance in fiscal 2014 was driven by the lower number of Incoming Subscribers at the beginning of fiscal 2014 versus the beginning of fiscal 2013 coupled with lower recruitments in fiscal 2014 as compared to the prior year. In response to weakening recruitment trends, early in fiscal 2014, the United Kingdom introduced new advertising, implemented new promotional tactics and invested in a local marketing campaign to combat a direct competitor. As a result of these initiatives, the recruitment trend turned positive in the second half of fiscal 2014 as compared to the prior year period.

In fiscal 2015, UK Total Paid Weeks declined 14.3% versus the prior year, driven by a decline in Meeting Paid Weeks of 13.2% and a decline in Online Paid Weeks of 16.1% versus the prior year. Total Paid Weeks performance in fiscal 2015 was driven by the lower number of Incoming Subscribers at the beginning of fiscal 2015 versus the beginning of fiscal 2014 coupled with lower recruitments in fiscal 2015 as compared to the prior year. Although recruitments in fiscal 2015 remained lower year-over-year, the year-over-year recruitment trend in the second, third and fourth quarters of fiscal 2015 in the United Kingdom improved as compared to the first quarter of fiscal 2015 driven by the use of new promotional tactics and the Beyond the Scale program launch in early December 2015.

In fiscal 2016, UK Total Paid Weeks declined 5.0% versus the prior year, driven by a decline in Meeting Paid Weeks of 4.4% and a decline in Online Paid Weeks of 5.8% versus the prior year. Total Paid Weeks performance in fiscal 2016 was driven by the lower number of Incoming Subscribers at the beginning of fiscal 2016 versus the beginning of fiscal 2015 coupled with lower recruitments, primarily in the meetings business in fiscal 2016 as compared to the prior year reflecting the impact of a direct competitor.

Continental Europe Metrics and Business Trends

In fiscal 2014, Continental Europe Total Paid Weeks increased 3.1% driven by an increase in Online Paid Weeks of 6.5%, partially offset by a decline in Meeting Paid Weeks of 2.5%, versus the prior year. This increase in Online Paid Weeks was driven by the higher number of Incoming Online Subscribers at the start of fiscal 2014 versus the start of fiscal 2013. The decrease in Meeting Paid Weeks was driven by a lower number of Incoming Meeting Subscribers at the start of fiscal 2014 versus the start of fiscal 2013 and recruitment declines. Although Total Paid Weeks continued to grow in fiscal 2014, it reflected a significant slowdown in the year-over-year trend.

In fiscal 2015, Continental Europe Total Paid Weeks declined 8.0% versus the prior year, driven by a decline in Meeting Paid Weeks of 9.8% and a decline in Online Paid Weeks of 6.9% versus the prior year. This decline in Meeting Paid Weeks was driven by the lower number of Incoming Meeting Subscribers at the start of fiscal 2015 versus the start of fiscal 2014 coupled with lower meeting recruitments in fiscal 2015 as compared to the prior year. Although the number of Incoming Online Subscribers at the start of fiscal 2015 was higher than at the start of fiscal 2014, recruitment softness in the year led to this decline in Online Paid Weeks compared to the prior year. Although recruitments in fiscal 2015 remained lower year-over-year, the year-over-year recruitment trend in the second, third and fourth quarters of fiscal 2015 in Continental Europe improved as compared to the first quarter of fiscal 2015 driven by the use of new promotional tactics and the Beyond the Scale program launch in early December 2015.

In fiscal 2016, Continental Europe Total Paid Weeks declined 0.2% versus the prior year, driven by a decline in Meeting Paid Weeks of 5.1% partially offset by an increase in Online Paid Weeks of 2.4% versus the prior year. This decline in Meeting Paid Weeks was driven by the lower number of Incoming Meeting Subscribers at the start of fiscal 2016 versus the start of fiscal 2015 coupled with lower meeting recruitments in fiscal 2016 as compared to the prior year. The increase in Online Paid Weeks was driven by improved recruitments in the Online business in fiscal 2016 versus the prior year.

 

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Non-GAAP Financial Measures

To supplement our consolidated results presented in accordance with accounting principles generally accepted in the United States, or GAAP, we have disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit and gross profit margin, operating income and operating income margin, total cost of revenues, and selling, general and administrative expenses, including components thereof, are discussed in this Annual Report on Form 10-K both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, as follows: (i) with respect to fiscal 2015 and fiscal 2014 to exclude the impact of charges associated with our previously disclosed plans to restructure our organization; and (ii) with respect to fiscal 2015 to exclude the impact of expenses associated with the Winfrey Transaction. We generally refer to such non-GAAP measures as excluding or adjusting for the impact of the expenses associated with the Winfrey Transaction and the restructuring charges. We also present within this Annual Report on Form 10-K the non-GAAP financial measure earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”). See “—Liquidity and Capital Resources—EBITDAS” for the calculation. Our management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the performance of our business and are useful for period-over-period comparisons of the performance of our business. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to 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.

Use of Constant Currency

As exchange rates are an important factor in understanding period-to-period comparisons, we believe in certain cases the presentation of results on a constant currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as one measure to evaluate our performance. In this Annual Report on Form 10-K, we calculate constant currency by calculating current-year results using prior-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding or adjusting for the impact of foreign currency or being on a constant currency basis. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP.

Critical Accounting Policies

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to inventories, the impairment analysis for goodwill and other indefinite-lived intangible assets, share-based compensation, income taxes, tax contingencies and litigation. We base our estimates on historical experience and on various other factors and assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

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We believe the following accounting policies are most important to the portrayal of our financial condition and results of operations and require our most significant judgments and estimates.

Revenue Recognition

We earn revenue by conducting meetings, for which we charge a fee, predominantly through monthly commitment plans, prepayment plans or the “pay-as-you-go” arrangement. We also earn revenue from monthly subscriptions for our Online products, selling products in our meetings, online and to our franchisees, collecting commissions from franchisees, collecting royalties related to licensing agreements, selling magazine subscriptions, publishing, selling advertising space on our websites and in copies of our publications, and By Mail product sales.

Monthly commitment plans, prepaid meeting fees and magazine subscription revenue is recorded to deferred revenue and amortized into revenue over the period earned. Online Subscription Revenues are recognized over the period that products are provided. One-time Online sign-up fees are deferred and recognized over the expected customer relationship period. Online Subscription Revenues that are paid in advance are deferred and recognized on a straight-line basis over the subscription period. Revenue from “pay-as-you-go” meeting fees, product sales, By Mail, commissions and royalties is recognized when services are rendered, products are shipped to customers and title and risk of loss pass to the customers, and commissions and royalties are earned, respectively. Revenue from advertising in magazines is recognized when advertisements are published. Revenue from magazine sales is recognized when the magazine is sent to the customer. In the meetings business, we generally charge non-refundable registration and starter fees in exchange for an introductory information session and materials we provide to new members. Revenue from these registration and starter fees are recognized when the service and products are provided, which is generally at the same time payment is received from the customer. For revenue transactions that involve multiple deliverables, the amount of revenue recognized is determined using the relative fair value of each element, which is generally based on each element’s stand-alone selling price. Discounts to customers, including free registration offers, are recorded as a deduction from gross revenue in the period such revenue was recognized. Revenue from advertising on our websites is recognized when the advertisement is viewed by the user.

We grant refunds in aggregate amounts that historically have not been material. Because the period of payment of the refund generally approximates the period revenue was originally recognized, refunds are recorded as a reduction of revenue over the same period.

Goodwill and Franchise Rights Acquired Annual Impairment Test

In fiscal 2016, we changed the timing of our annual impairment review of goodwill and other indefinite-lived intangible assets to the first day of fiscal May. Previously, we had performed the test as of the last day of our fiscal year. We determined this accounting change was preferable because it allows us to consider the data from the winter season results from the first fiscal quarter. This quarter typically represents approximately 40% of the full year recruitments, and the accounting change allows us to incorporate this data into the current and future year performance estimates. We believe the resulting change in accounting principle related to changing the annual impairment testing date did not delay, accelerate, or avoid an impairment charge.

We review goodwill and other indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, for potential impairment on at least an annual basis or more often if events so require. In performing our goodwill impairment analysis for our reporting units for fiscal 2016, fiscal 2015 and fiscal 2014, no impairment was identified as the fair value of those units exceeded their carrying value. In performing the impairment analysis for franchise rights acquired with indefinite lives for fiscal 2016, fiscal 2015 and fiscal 2014, we determined that the carrying amounts did not exceed their respective fair values and therefore, no impairment existed.

 

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Although there was significant headroom in our annual impairment analysis (except for Brazil as discussed below), a change in the underlying assumptions would cause a change in the results of the impairment assessments and, as such, could result in an impairment of those assets, which would impact earnings. We would also be required to reduce the carrying amounts of the related assets on our balance sheet. We continue to evaluate these estimates and assumptions and believe that these assumptions are appropriate.

In performing our annual impairment analysis, we also considered the trading value of both our equity and debt. We continue to believe that these trading values do not reflect the anticipated positive impact of our transformation plan. For additional information on our transformation plan, see “—Transformation Plan”. However, if our transformation plan does not meet our expectations, or the trading values of both our equity and debt were to significantly decline from their current levels, we may have to take an impairment charge at the appropriate time, which could be material. For additional information on risks associated with our recognizing asset impairment charges, see “Item 1A. Risk Factors”.

The following is a more detailed discussion of our goodwill and franchise rights acquired impairment analysis.

Goodwill

In performing the impairment analysis for goodwill, the fair value for our 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. We have 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, Brazil and other countries at December 31, 2016 were $ 97.8 million, $39.8 million, $19.2 million and $9.3 million, respectively.

Based on the results of our annual impairment test performed as of the first day of fiscal May (May 8, 2016), we estimated that for reporting units that hold approximately 89.1% of our goodwill, those units had a fair value at least 50% higher than the respective reporting unit’s carrying amount. In Brazil, which holds 10.9% of our goodwill, the fair value of this reporting unit exceeded its carrying value by approximately 10%.

For all of our reporting units except for Brazil (see below), we estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operating activities less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. We utilized operating income as the basis for measuring our potential growth because we believe it is the best indicator of the performance of our business. We then discounted the estimated future cash flows utilizing a discount rate which was calculated using the average cost of capital, which included the cost of equity and the cost of debt. The cost of equity was determined by combining a risk-free rate of return and a market risk premium for the Company’s peer group. The risk-free rate of return was determined based on the average rate of long-term U.S. Treasury securities. The market risk premium was determined by reviewing external market data. The cost of debt was determined by estimating our current borrowing rate.

The following are the more significant assumptions utilized in our annual impairment analysis for fiscal 2016 and fiscal 2015:

 

     July 2,      January 2,  
     2016      2016  

Debt-Free Cumulative Annual Cash Flow Growth Rate

     3.1% to 4.9%        0% to 6%  

Discount Rate

     9.4%        9.3%  

As it relates to our impairment analysis for Brazil, we estimated future debt free cash flows in contemplation of our growth strategies for that market. In developing these projections, we considered the historical impact of

 

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similar growth strategies in other markets as well as the current market conditions in Brazil. We then discounted the estimated future cash flows utilizing a discount rate which was calculated using the average cost of capital, which included the cost of equity and the cost of debt. The cost of equity was determined by combining a risk-free rate of return and a market risk premium for the Company’s peer group. The risk-free rate of return was determined based on the average rate of long-term U.S. Treasury securities. The market risk premium was determined by reviewing external market data including the current economic conditions in Brazil and the country specific risk thereon. A further risk premium was included to reflect the risk associated with the rate of growth projected in the analysis. The cost of debt was determined by estimating the Company’s current borrowing rate. In our fiscal 2016 annual impairment analysis for Brazil, we assumed a cumulative annual growth rate for our revenues of approximately 19.0%, an average operating income margin of approximately 20.0% with a range from (6.9%) to 31.0% and a discount rate of 16.8%.

Franchise Rights Acquired

Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year. In performing the impairment analysis for our indefinite-lived franchise rights acquired, the fair value for our franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for our franchise rights related to our meetings business and a relief from royalty methodology for our franchise rights related to our Online 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. We have determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in the meetings and Online businesses in the country in which the acquisitions have occurred. The values of these franchise rights in the United States, Canada, United Kingdom, Australia, and New Zealand at December 31, 2016 were $675.5 million, $50.0 million, $11.7 million, $6.5 million, and $4.9 million, respectively.

Based on the results of our fiscal 2016 annual impairment analysis, we estimated that approximately 99.4% of our franchise rights acquired had a fair value at least 40% higher than their carrying amount.

In our hypothetical start-up approach analysis for fiscal 2016, we assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, we estimated future cash flows for the meetings business in each country based on assumptions regarding revenue growth and operating income margins. The cash flows associated with the Online business were based on the expected Online revenue for such country and the application of a market-based royalty rate. The cash flows for the meetings and Online businesses were discounted utilizing rates consistent with those utilized in the goodwill impairment analysis.

In performing this impairment analysis for fiscal 2016, for the year of maturity we assumed meeting room revenue (comprised of Meeting Fees and revenues from products sold to members in meetings) growth of 15.1% to 63.9% in fiscal 2016 from fiscal 2015, in each case, earned in the applicable country and assumed cumulative annual revenue growth rates for the years beyond the year of maturity of 1.9%. For the year of maturity and beyond, we assumed operating income margin rates of 6.6% to 22.7%.

Information concerning significant accounting policies affecting us is set forth in Note 2 of our consolidated financial statements, contained in Part IV, Item 15 of this Annual Report on Form 10-K.

 

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RESULTS OF OPERATIONS FOR FISCAL 2016 (52 weeks) COMPARED TO FISCAL 2015 (52 weeks)

The table below sets forth selected financial information for fiscal 2016 from our consolidated statements of net income for fiscal 2016 versus selected financial information for fiscal 2015 from our consolidated statements of net income for fiscal 2015.

Summary of Selected Financial Data

 

     (In millions, except per share amounts)              
     Fiscal
    2016    
    Fiscal
    2015    
    Increase/
(Decrease)
    %
Change
    % Change
Constant  Currency
 

Revenues, net

   $ 1,164.9     $ 1,164.4     $ 0.5       0.0     1.4

Cost of revenues

     579.4       590.3       (10.9     (1.9 %)      (0.3 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     585.5       574.1       11.4       2.0     3.2

Gross Margin %

     50.3     49.3      

Marketing expenses

     194.4       201.0       (6.6     (3.3 %)      (1.5 %) 

Selling, general & administrative expenses

     190.3       205.0       (14.7     (7.2 %)      (6.1 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     200.8       168.1       32.8       19.5     20.2

Operating Income Margin %

     17.2     14.4      

Interest expense

     115.2       121.8       (6.7     (5.5 %)      (5.5 %) 

Other expense, net

     1.5       2.0       (0.5     (24.8 %)      (24.8 %) 

Gain on early extinguishment of debt

     —         (11.4     11.4       (100.0 %)      (100.0 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     84.1       55.6       28.5       51.3     53.4

Provision for income taxes

     16.6       22.8       (6.2     (27.2 %)      (26.1 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     67.5       32.8       34.7       100.0     100.0

Net loss attributable to the noncontrolling interest

     0.2       0.2       0.0       24.1     25.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Weight Watchers International, Inc.

   $ 67.7     $ 32.9     $ 34.8       100.0     100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average diluted shares outstanding

     65.9       59.0       6.9       11.8     11.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share

   $ 1.03     $ 0.56     $ 0.47       83.9     86.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Note: Totals may not sum due to rounding.

Certain results for fiscal 2015 are adjusted to exclude the impact of the $8.4 million of restructuring charges associated with our previously disclosed 2015 restructuring plan and the $13.6 million of expenses associated with the Winfrey Transaction, which includes $12.8 million of stock compensation related to the Winfrey Option. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the fiscal year ended January 2, 2016 which have been adjusted.

 

            Gross            Operating  
     Gross      Profit     Operating      Income  

(in millions except percentages)

   Profit      Margin     Income      Margin  

Fiscal 2015

   $ 574.1        49.3 %    $ 168.1        14.4 % 

Adjustments to Reported Amounts(1)

          

Restructuring charges

     1.5          8.4     

Winfrey Transaction Expenses

     —            13.6     
  

 

 

      

 

 

    

Total Adjustments(1)

     1.5          22.0     

Fiscal 2015, as adjusted(1)

   $ 575.6        49.4 %    $ 190.1        16.3 % 
  

 

 

      

 

 

    

 

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Note: Totals may not sum due to rounding.

(1) “As adjusted” is a non-GAAP financial measure that adjusts the consolidated statements of net income for fiscal 2015 to exclude the impact of the $8.4 million of restructuring charges associated with our previously disclosed 2015 restructuring plan and the $13.6 million of expenses associated with the Winfrey Transaction, which includes $12.8 million of stock compensation related to the Winfrey Option. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Consolidated Results

Revenues

Revenues in fiscal 2016 were $1,164.9 million, an increase of $0.5 million versus fiscal 2015. Excluding the impact of foreign currency, which negatively impacted our revenues for fiscal 2016 by $15.9 million, revenues in fiscal 2016 would have increased 1.4% versus the prior year. This increase was driven primarily by revenue growth in North America which was offset by declines in Continental Europe and the United Kingdom. See “— Segment Results” for additional details on revenues.

Cost of Revenues and Gross Profit

Total cost of revenues in fiscal 2016 declined $10.9 million, or 1.9%, versus the prior year. Excluding the impact of the 2015 restructuring charges, which increased total cost of revenues by $1.5 million in fiscal 2015, total cost of revenues in fiscal 2016 would have declined $9.4 million, or 1.6%, versus the prior year. Gross profit increased $11.4 million, or 2.0% in fiscal 2016 compared to fiscal 2015 primarily due to the decrease in cost of revenues. Excluding the impact of the 2015 restructuring charges, gross profit for fiscal 2016 would have increased $9.9 million, or 1.7%, from fiscal 2015. Excluding the impact of foreign currency, which negatively impacted gross profit for fiscal 2016 by $7.1 million, gross profit in fiscal 2016 would have increased 3.2% versus the prior year. Gross margin in fiscal 2016 increased 1.0% to 50.3% versus 49.3% in fiscal 2015. Gross margin expansion was driven primarily by expansion in North America, partially offset by declines in both Continental Europe and the United Kingdom. The expansion in North America gross margin was driven primarily by operating efficiencies and lower costs to support 24/7 Expert Chat in the United States as well as improved meetings leverage from higher volumes in North America. Globally, gross margin was negatively impacted by promotional activity as well as the lower contribution from the high margin licensing business.

Marketing

Marketing expenses for fiscal 2016 decreased $6.6 million, or 3.3%, versus fiscal 2015. Excluding the impact of foreign currency, which decreased marketing expenses for fiscal 2016 by $3.6 million, marketing expenses in fiscal 2016 would have decreased 1.5% versus fiscal 2015. Marketing expenses as a percentage of revenue were 16.7% in fiscal 2016 as compared to 17.3% in the prior year.

Selling, General and Administrative

Selling, general and administrative expenses for fiscal 2016 decreased $14.7 million, or 7.2%, versus fiscal 2015. Excluding the impact of foreign currency, which decreased selling, general and administrative expenses for fiscal 2016 by $2.3 million, selling, general and administrative expenses in fiscal 2016 would have declined 6.1% versus the prior year. Excluding the impact of the 2015 restructuring charges and the expenses associated with the Winfrey Transaction, which increased selling, general and administrative expenses in the aggregate by $20.5 million in fiscal 2015, selling, general and administrative expenses for fiscal 2016 would have increased $5.8 million, or 3.1% (4.4% on a constant currency basis), versus the prior year. The increase in adjusted selling, general and administrative expenses in fiscal 2016 was driven primarily by higher compensation and incentive related costs and higher professional fees, partially offset by lower technology related expenses. Selling, general and administrative expenses as a percentage of revenue for fiscal 2016 decreased to 16.3% from 17.6% for fiscal 2015. Excluding the impact of the 2015 restructuring charges and the expenses associated with the Winfrey Transaction, selling, general and administrative expenses as a percentage of revenue for fiscal 2016 would have increased to 16.3% from 15.8% for fiscal 2015.

 

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Operating Income

Operating income for fiscal 2016 increased $32.8 million, or 19.5%, versus fiscal 2015. Excluding the impact of foreign currency, which negatively impacted operating income for fiscal 2016 by $1.2 million, operating income in fiscal 2016 would have increased 20.2% versus the prior year. Excluding the impact of the 2015 restructuring charges, the expenses associated with the Winfrey Transaction and the impact of foreign currency, our operating income for fiscal 2016 would have increased $11.9 million, or 6.3%, as compared to the prior year. This increase in operating income was primarily driven by higher operating income in North America partially offset by lower operating income in both Continental Europe and the United Kingdom in fiscal 2016 as compared to the prior year. Operating income margin increased 2.8% for fiscal 2016 compared to fiscal 2015. Excluding the impact of the 2015 restructuring charges and the expenses associated with the Winfrey Transaction, our operating income margin in fiscal 2016 would have increased to 17.2%, or 17.1% on a constant currency basis, from 16.3% in fiscal 2015. This increase in operating income margin was driven by the increase in gross margin and a decrease in marketing expenses as a percentage of revenue as compared to the prior year partially offset by an increase in selling, general and administrative expenses as a percentage of revenue as compared to the prior year.

Interest Expense

Interest expense in fiscal 2016 decreased $6.7 million, or 5.5%, versus fiscal 2015. The decrease in interest expense was driven primarily by the decrease in our average debt outstanding, which decreased to $2.1 billion in fiscal 2016 from $2.3 billion in fiscal 2015. This decrease was primarily due to the payment in full in April 2016 of the principal amount of loans outstanding under the Tranche B-1 Term Facility and the previously disclosed debt prepayments in March and June of fiscal 2015. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs) and our average borrowings during fiscal 2016 and fiscal 2015 and excluding the impact of our interest rate swap, increased to 4.38% per annum at fiscal 2016 year end compared to 4.34% per annum at fiscal 2015 year end. Including the impact of our interest rate swap, our effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs) and our average borrowings during fiscal 2016 and fiscal 2015, increased to 5.56% per annum at fiscal 2016 year end from 5.45% per annum at fiscal 2015 year end. See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding interest rates on our debt outstanding, the Revolving Facility and payments on our debt. For additional details on our interest rate swap, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in Part III of this Annual Report on Form 10-K.

Early Extinguishment of Debt

In March 2015, we paid an aggregate amount of cash proceeds totaling $57.4 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $63.1 million in aggregate principal amount of term loans under the Tranche B-1 Term Facility. In June 2015, we paid an aggregate amount of cash proceeds totaling $77.2 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $84.9 million in aggregate principal amount of term loans under the Tranche B-1 Term Facility. As a result of these prepayments, we wrote-off fees of $0.6 million, incurred fees of $1.2 million and recorded a gain on early extinguishment of debt of $11.4 million, inclusive of these fees, in fiscal 2015.

Other Expense, Net

Other expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, decreased by $0.5 million in fiscal 2016 compared to the prior year.

Tax

Our effective tax rate for fiscal 2016 was 19.8% as compared to 41.1% for fiscal 2015. This decrease was primarily due to the following discrete items occurring in fiscal 2016: (i) an $11.4 million net tax benefit due to a research and development credit and a Section 199 deduction for tax years 2012 through 2015 and (ii) the reversal

 

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of a $2.5 million valuation allowance related to tax benefits for foreign losses that are now expected to be realized. These benefits were partially offset by $2.0 million of out-of-period adjustments in income taxes in fiscal 2016.

Net Income Attributable to the Company and Earnings Per Share

Net income attributable to the Company in fiscal 2016 reflected a $34.8 million, or 105.5% increase from fiscal 2015. Excluding the impact of foreign currency, which negatively impacted net income attributable to the Company in fiscal 2016 by $0.9 million, net income attributable to the Company in fiscal 2016 would have increased by 108.4% versus the prior year. Net income attributable to the Company in fiscal 2016 was impacted by the following items that affect year-over-year comparability: (i) an $11.4 million net tax benefit due to a research and development credit and a Section 199 deduction for the tax years 2012 through 2015 and (ii) a reversal of a $2.5 million valuation allowance related to tax benefits for foreign losses that are now expected to be realized, both offset by (iii) tax expenses of $2.0 million for out-of-period adjustments. Net income attributable to the Company in fiscal 2015 was impacted by the following items that affect year-over-year comparability: (i) $5.1 million of restructuring charges associated with our previously disclosed 2015 restructuring plan; (ii) $8.3 million of expenses associated with the Winfrey Transaction; and (iii) a $7.0 million gain on early extinguishment of debt. This increase in net income attributable to the Company was driven primarily by an increase in operating income, lower tax expense and a decline in interest expense in fiscal 2016 versus the prior year, partially offset by the gain on early extinguishment of debt in fiscal 2015.

Earnings per fully diluted share, or EPS, in fiscal 2016 was $1.03 compared to $0.56 in fiscal 2015. The lower tax rate of 19.8% in fiscal 2016 compared to 41.1% in fiscal 2015 resulted in a net benefit to the Company. This benefit was primarily comprised of a (i) $0.17 net tax benefit in connection with a research and development credit and a Section 199 deduction for the tax years 2012 through 2015 and (ii) $0.04 benefit for the reversal of a valuation allowance related to tax benefits for foreign losses that are now expected to be realized, partially offset by a $0.03 expense for out-of-period tax adjustments. The higher share count in fiscal 2016, which was driven primarily by the Winfrey Transaction, diluted EPS by $0.12 in fiscal 2016. For fiscal 2015, EPS included a $0.09 charge in connection with the impact of the 2015 restructuring charges, a $0.14 charge associated with the Winfrey Transaction and a $0.12 benefit related to the gain on early extinguishment of debt.

Segment Results

Metrics and Business Trends

The following tables set forth key metrics by reportable segment for fiscal 2016 and the percentage change in those metrics versus the prior year:

 

    Fiscal 2016  
    GAAP     Constant Currency                    
         

Product

Sales &

               

Product

Sales &

         

Total

Paid

             

(in millions except
percentages and as noted)

  Service       Total     Service       Total       Incoming     EOP  
  Revenues     Other     Revenues     Revenues     Other     Revenues     Weeks     Subscribers     Subscribers  
                                              (in thousands)  

North America

  $ 676.4     $ 122.4     $ 798.8     $ 678.2     $ 122.7     $ 800.9       101.1       1,531.5       1,719.2  

UK

    73.3       27.6       100.8       82.4       30.8       113.2       16.5       263.1       265.1  

CE

    164.7       45.9       210.6       165.3       46.2       211.5       32.7       530.7       564.7  

Other(1)

    34.8       19.8       54.6       35.2       20.0       55.2       4.8       64.3       72.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 949.1     $ 215.8     $ 1,164.9     $ 961.1     $ 219.7     $ 1,180.8       155.1       2,389.6       2,621.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    % Change Fiscal 2016 vs. Fiscal 2015  

North America

    5.8     5.5     5.7     6.1     5.8     6.0     9.2     (5.3 %)      12.3

UK

    (16.4 %)      (25.9 %)      (19.2 %)      (5.9 %)      (17.1 %)      (9.3 %)      (5.0 %)      (5.3 %)      0.8

CE

    (6.5 %)      (13.4 %)      (8.1 %)      (6.2 %)      (12.9 %)      (7.7 %)      (0.2 %)      (3.8 %)      6.4

Other(1)

    1.5     (4.6 %)      (0.8 %)      2.7     (4.0 %)      0.2     10.7     3.7     12.2

Total

    1.3     (5.0 %)      0.0     2.5     (3.2 %)      1.4     5.5     (4.8 %)      9.7

 

Note: Totals may not sum due to rounding.

(1) Represents Asia Pacific and emerging markets operations and franchise revenues.

 

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    Fiscal 2016  
    Meeting Fees     Meeting
Paid
Weeks
    Incoming
Meeting
Subscribers
    EOP
Meeting
Subscribers
    Online  Subscription
Revenues
    Online
Paid
Weeks
    Incoming
Online
Subscribers
    EOP
Online
Subscribers
 

(in millions except
percentages and as
noted)

  GAAP     Constant
Currency
          GAAP     Constant
Currency
       
                      (in thousands)                       (in thousands)  

North America

  $ 437.2     $ 438.4       45.8       645.1       743.9     $ 239.1     $ 239.8       55.3       886.4       975.3  

UK

    54.5       61.2       10.3       153.2       154.8       18.8       21.2       6.2       109.9       110.3  

CE

    89.6       90.0       11.0       172.4       171.7       75.0       75.2       21.7       358.3       393.0  

Other(1)

    24.0       24.3       2.6       27.2       31.6       10.9       10.9       2.2       37.2       40.6  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 605.3     $ 614.0       69.6     $ 997.9       1,102.0     $ 343.8     $ 347.1       85.5     $ 1,391.7       1,519.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    % Change Fiscal 2016 vs. Fiscal 2015  

North America

    9.4     9.7     12.3     (6.9 %)      15.3     (0.3 %)      0.0     6.9     (4.2 %)      10.0

UK

    (16.4 %)      (6.0 %)      (4.4 %)      (3.1 %)      1.1     (16.3 %)      (5.6 %)      (5.8 %)      (8.2 %)      0.3

CE

    (9.8 %)      (9.4 %)      (5.1 %)      (3.3 %)      (0.4 %)      (2.2 %)      (2.0 %)      2.4     (4.1 %)      9.7

Other(1)

    0.8     2.2     6.2     2.7     16.2     3.0     3.8     16.4     4.4     9.3

Total

    3.0     4.5     6.2     (5.4 %)      10.4     (1.7 %)      (0.7 %)      4.9     (4.3 %)      9.2

 

Note: Totals may not sum due to rounding.

(1) Represents Asia Pacific and emerging markets operations and franchise revenues.

North America Performance

The increase in North America revenues in fiscal 2016 versus the prior year was driven primarily by the increase in Service Revenues. The increase in Service Revenues was driven entirely by an increase in Meeting Fees. Although Online Paid Weeks increased in fiscal 2016 as compared to fiscal 2015, Online Subscription Revenues were negatively impacted by increased promotional activity. The increase in North America Total Paid Weeks primarily resulted from the higher recruitments in fiscal 2016 versus the prior year. This increase in recruitments was driven by the successful launch of our Beyond the Scale program, which included the launch of SmartPoints, in late fiscal 2015 and increased promotional activities. This launch, coupled with the successful response to our strategic collaboration with Ms. Winfrey, has driven momentum in our North America business.

The increase in North America product sales and other in fiscal 2016 versus the prior year was driven primarily by an increase in in-meeting product sales and e-commerce, partially offset by a decline in licensing revenue and website advertising revenue.

United Kingdom Performance

The decline in UK revenues in fiscal 2016 versus the prior year was driven in part by the decline in Service Revenues. The decline in UK Total Paid Weeks was driven by the lower number of Incoming Subscribers at the beginning of fiscal 2016 versus the beginning of fiscal 2015 coupled with lower recruitments in fiscal 2016 as compared to the prior year reflecting the impact of a direct competitor.

Additionally, the decline in UK revenues in fiscal 2016 was driven in part by the decline in UK product sales and other in fiscal 2016 versus the prior year, which was driven by the decline in in-meeting product sales and licensing revenue.

Continental Europe Performance

The decline in Continental Europe revenues in fiscal 2016 versus the prior year was driven in part by the decline in Service Revenues. The decrease in Service Revenues in fiscal 2016 versus the prior year was primarily the result of a decrease in Meeting Fees, as well as a decrease in Online Subscription Revenues. This decrease in

 

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Meeting Fees was driven by the lower number of Incoming Meeting Subscribers at the beginning of fiscal 2016 versus the beginning of fiscal 2015 coupled with lower recruitments in the meetings business in fiscal 2016 as compared to the prior year. The decrease in Online Subscription Revenues was driven by the lower number of Incoming Online Subscribers at the start of fiscal 2016 versus the start of fiscal 2015 partially offset by an increase in recruitments in the Online business for fiscal 2016 versus the prior year. In response to soft performance in our largest Continental Europe markets, in the first quarter of 2016, we changed our advertising creative and approach and we increased promotional activity. These factors led to improved recruitment trends in our largest markets during the remainder of fiscal 2016.

Additionally, the decline in Continental Europe revenues was driven in part by the decline in Continental Europe product sales and other in fiscal 2016, which was driven primarily by a decline in in-meeting product sales.

Other Performance

The increase in Other revenues in fiscal 2016 versus the prior year was driven primarily by the increase in Service Revenues. The increase in Other Total Paid Weeks was driven primarily by higher recruitments in fiscal 2016 as compared to fiscal 2015 and also by the higher number of Incoming Subscribers at the beginning of fiscal 2016 versus the beginning of fiscal 2015. A change in promotional activities that negatively impacted the Service Revenues in both the Meetings and Online businesses in fiscal 2016 was more than offset by the increase in Other Total Paid Weeks versus the prior year. The net impact of these items resulted in an increase in Other Service Revenues in fiscal 2016 versus the prior year.

The decline in Other product sales and other in fiscal 2016 versus fiscal 2015 was driven by a decline in in-meeting product sales and a decline in Asia Pacific licensing and magazines revenues partially offset by an increase in revenue from our franchisees.

RESULTS OF OPERATIONS FOR FISCAL 2015 (52 weeks) COMPARED TO FISCAL 2014 (53 weeks)

The Company’s fiscal year ends on the Saturday closest to December 31st and consists of either 52- or 53-week periods. Fiscal 2015 contained 52 weeks, while fiscal 2014 contained 53 weeks. The 2014 1st week, which began on December 30, 2013 and ended January 5, 2014, contributed an additional $19.2 million in net revenues, or 1.3%, and additional operating income of $3.9 million, or 1.3%, to fiscal 2014. It also contributed 1.3 million, or 1.7%, of additional Meeting Paid Weeks, 1.8 million, or 1.8%, of additional Online Paid Weeks, and 3.1 million, or 1.8%, in additional Total Paid Weeks to fiscal 2014. The additional week in fiscal 2014 also resulted in an additional week of interest expense for that year.

 

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The table below sets forth selected financial information for fiscal 2015 from our consolidated statements of net income for fiscal 2015 versus selected financial information for fiscal 2014 from our consolidated statements of net income for fiscal 2014.

Summary of Selected Financial Data

 

    (In millions, except per share amounts)           %  Change
Constant
Currency
 
    Fiscal
    2015    
    Fiscal
    2014    
    Increase/
    (Decrease)    
    %
Change
   

Revenues, net

  $ 1,164.4     $ 1,479.9     $ (315.5     (21.3 %)      (16.3 %) 

Cost of revenues

    590.3       677.4       (87.0     (12.8 %)      (7.9 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    574.1       802.6       (228.5     (28.5 %)      (23.4 %) 

Gross Margin %

    49.3     54.2      

Marketing expenses

    201.0       262.3       (61.2     (23.3 %)      (18.1 %) 

Selling, general & administrative expenses

    205.0       241.0       (36.0     (14.9 %)      (11.4 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    168.1       299.3       (131.3     (43.9 %)      (37.6 %) 

Operating Income Margin %

    14.4     20.2      

Interest expense

    121.8       123.0       (1.1     (0.9 %)      (0.9 %) 

Other expense, net

    2.0       3.2       (1.2     (36.8 %)      51.3

Gain on Brazil acqusition

    —         (10.5     10.5       (100.0 %)      (100.0 %) 

Gain on early extinguishment of debt

    (11.4     —         (11.4     100.0     100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

    55.6       183.7       (128.1     (69.7 %)      (59.5 %) 

Provision for income taxes

    22.8       65.9       (43.1     (65.4 %)      (53.7 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    32.8       117.7       (85.0     (72.2 %)      (62.8 %) 

Net loss attributable to the noncontrolling interest

    0.2       0.1       0.1       100.0     100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Weight Watchers International, Inc.

  $ 32.9     $ 117.8     $ (84.8     (72.0 %)      (62.6 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average diluted shares outstanding

    59.0       56.7       2.3       4.0     4.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share

  $ 0.56     $ 2.08     $ (1.52     (73.1 %)      (72.8 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Note: Totals may not sum due to rounding.

Certain results for fiscal 2015 are adjusted to exclude the impact of the $8.4 million of restructuring charges associated with our previously disclosed 2015 restructuring plan and the $13.6 million of expenses associated with the Winfrey Transaction, which includes $12.8 million of stock compensation related to the Winfrey Option. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the fiscal year ended January 2, 2016 which have been adjusted.

 

            Gross            Operating  
     Gross      Profit     Operating      Income  

(in millions except percentages)

   Profit      Margin     Income      Margin  

Fiscal 2015

   $ 574.1        49.3 %    $ 168.1        14.4 % 

Adjustments to Reported Amounts(1)

          

Restructuring charges

     1.5          8.4     

Winfrey Transaction Expenses

     —            13.6     
  

 

 

      

 

 

    

Total Adjustments(1)

     1.5          22.0     
  

 

 

      

 

 

    

Fiscal 2015, as adjusted(1)

   $ 575.6        49.4 %    $ 190.1        16.3 % 
  

 

 

      

 

 

    

 

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Note: Totals may not sum due to rounding.

(1) “As adjusted” is a non-GAAP financial measure that adjusts the consolidated statements of net income for fiscal 2015 to exclude the impact of the $8.4 million of restructuring charges associated with our previously disclosed 2015 restructuring plan and the $13.6 million of expenses associated with the Winfrey Transaction, which includes $12.8 million of stock compensation related to the Winfrey Option. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Certain results for fiscal 2014 are adjusted to exclude the $11.8 million impact of charges from the previously disclosed 2014 restructuring plan. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the fiscal year ended January 3, 2015 which have been adjusted.

 

            Gross            Operating  
     Gross      Profit     Operating      Income  

(in millions except percentages)

   Profit      Margin     Income      Margin  

Fiscal 2014

   $ 802.6        54.2 %    $ 299.3        20.2 % 

Adjustments to Reported Amounts(1)

          

Restructuring charges

     4.6          11.8     
  

 

 

      

 

 

    

Fiscal 2014, as adjusted(1)

   $ 807.2        54.5 %    $ 311.1        21.0 % 
  

 

 

      

 

 

    

 

Note: Totals may not sum due to rounding.
(1) As adjusted” is a non-GAAP financial measure that adjusts the consolidated statements of net income for fiscal 2014 to exclude the impact of the $11.8 million of restructuring charges associated with our previously disclosed 2014 restructuring plan. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Consolidated Results

Revenues

Revenues in fiscal 2015 declined by $315.5 million, or 21.3% to $1.2 billion versus fiscal 2014 driven by revenue declines in the meetings and Online businesses globally, particularly in North America. Excluding the impact of foreign currency, which negatively impacted our revenues for fiscal 2015 by $74.4 million, revenues in fiscal 2015 would have declined 16.3% versus fiscal 2014. See “—Segment Results” for additional details on revenues.

Cost of Revenues and Gross Profit

Total cost of revenues in fiscal 2015 declined $87.0 million, or 12.8%, versus the prior year. Excluding the impact of the 2015 and 2014 restructuring charges from fiscal 2015 and fiscal 2014, as applicable, total cost of revenues in fiscal 2015 would have declined $83.9 million, or 12.5%, versus the prior year. Gross profit for fiscal 2015 declined $228.5 million, or 28.5%, versus the prior year. Excluding the impact of the 2015 and 2014 restructuring charges, gross profit for fiscal 2015 would have decreased by $231.6 million, or 28.7%, from fiscal 2014. Excluding the impact of foreign currency, which negatively impacted our gross profit for fiscal 2015 by $40.9 million, gross profit in fiscal 2015 would have decreased 23.4% versus fiscal 2014. Gross margin in fiscal 2015 decreased 4.9% to 49.3% versus 54.2% in fiscal 2014. Excluding the impact of the 2015 and 2014 restructuring charges, gross margin in fiscal 2015 would have been 49.4% as compared to gross margin of 54.5% in fiscal 2014. Gross margin compression was driven primarily by the decline in the North America gross margin. The decline in North America gross margin was driven primarily by fixed cost deleverage, and the impact of costs to support 24/7 Expert Chat and technology cost in support of our strategic initiatives. See “— Transformation Plan” for a discussion of our strategic initiatives.

Marketing

Marketing expenses for fiscal 2015 decreased $61.2 million, or 23.3%, versus fiscal 2014. Excluding the impact of foreign currency, which decreased marketing expenses for fiscal 2015 by $13.7 million, marketing expenses in fiscal 2015 would have declined 18.1% versus fiscal 2014. The decline in marketing expense was

 

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driven primarily by lower TV media and production costs globally as well as lower agency fees and celebrity and talent costs primarily in the United States. Marketing expenses as a percentage of revenue were 17.3% in fiscal 2015 as compared to 17.7% in the prior year.

Selling, General and Administrative

Selling, general and administrative expenses for fiscal 2015 decreased $36.0 million, or 14.9%, versus fiscal 2014. Excluding the impact of foreign currency, which decreased selling, general and administrative expenses for fiscal 2015 by $8.5 million, selling, general and administrative expenses in fiscal 2015 would have declined 11.4% versus fiscal 2014. Excluding the impact of restructuring charges from fiscal 2015 and the expenses associated with the Winfrey Transaction, and excluding the impact of restructuring charges from fiscal 2014, selling, general and administrative expenses for fiscal 2015 would have decreased by 21.1%, or 17.5% on a constant currency basis, versus fiscal 2014. In fiscal 2015, the Company continued its concerted efforts to reduce costs and continued to invest in certain strategic initiatives during fiscal 2015 which partially offset its reduced costs. See “—Transformation Plan” for a discussion of our strategic initiatives. Selling, general and administrative expenses as a percentage of revenue for fiscal 2015 increased to 17.6% from 16.3% for fiscal 2014. Excluding the impact of restructuring charges and the expenses associated with the Winfrey Transaction from fiscal 2015, and excluding the impact of restructuring charges from fiscal 2014, on a constant currency basis, selling, general and administrative expenses as a percentage of revenue for fiscal 2015 would have been 15.6% as compared to 15.8% for fiscal 2014.

Operating Income

Operating income for fiscal 2015 decreased $131.3 million, or 43.9%, versus fiscal 2014. Excluding the impact of foreign currency, which negatively impacted operating income for fiscal 2015 by $18.7 million, operating income in fiscal 2015 would have declined 37.6% versus the prior fiscal year. This decrease in operating income was predominately the result of lower operating income from North America in fiscal 2015 as compared to the prior year. Operating income margin decreased 5.8% for fiscal 2015 compared to fiscal 2014. Excluding the impact of restructuring charges and the expenses associated with the Winfrey Transaction from fiscal 2015, and excluding the impact of restructuring charges from fiscal 2014, our operating income margin in fiscal 2015 would have decreased to 16.3%, or 16.9% on a constant currency basis, from 21.0% in fiscal 2014. This decline in operating income margin was driven by the decline in gross margin, partially offset by the decline in marketing and selling, general and administrative expenses as a percentage of revenue as compared to the prior year.

Interest Expense

Interest expense in fiscal 2015 decreased $1.1 million, or 0.9%, versus fiscal 2014, which had an additional week of interest expense of approximately $2.3 million as discussed above. Excluding this additional week of interest expense from fiscal 2014, interest expense in fiscal 2015 would have increased by $1.1 million, or 0.9%, versus the prior year. This increase in interest expense was driven primarily by the full year impact of the $1.5 billion interest rate swap which became effective on March 31, 2014, the difference in the notional amount of our interest rate swaps in effect during fiscal 2015 versus the prior year and the interest associated with the revolver borrowing drawn down on July 14, 2015. This increase in interest expense was offset in part by the decrease in our average debt outstanding and a decline of $2.4 million in deferred financing costs which includes cycling against the write-off of $1.6 million recorded in connection with the reduction in the amount of the Revolving Facility from $250.0 million to $50.0 million as well as lower costs associated with lower debt. Our average debt outstanding decreased by $95.9 million to $2.3 billion in fiscal 2015 from $2.4 billion in fiscal 2014. This decrease was primarily due to our debt prepayments in March and June 2015. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs) and our average borrowings during fiscal 2015 and 2014 and excluding the impact of our interest rate swaps, decreased by 0.10% per annum to 4.34% per annum at fiscal 2015 year end from 4.44% per annum at fiscal 2014 year end.

 

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Including the impact of our interest rate swaps, our effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs) and our average borrowings during fiscal 2015 and 2014, increased to 5.45% per annum at fiscal 2015 year end from 5.29% per annum at fiscal 2014 year end. See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding interest rates on our debt outstanding, the amendment to our Revolving Facility and our debt prepayments. For additional details on our interest rate swap, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in Part III of this Annual Report on Form 10-K.

Early Extinguishment of Debt

In March 2015, we paid an aggregate amount of cash proceeds totaling $57.4 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $63.1 million in aggregate principal amount of term loans under the Tranche B-1 Term Facility. In June 2015, we paid an aggregate amount of cash proceeds totaling $77.2 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $84.9 million in aggregate principal amount of term loans under the Tranche B-1 Term Facility. As a result of these prepayments, we wrote-off fees of $0.6 million, incurred fees of $1.2 million and recorded a gain on early extinguishment of debt of $11.4 million, inclusive of these fees, in fiscal 2015.

Gain on Brazil Acquisition

In March 2014, we acquired an additional 45% equity interest in our Brazilian partnership thereby increasing our equity interest to 80%. As a result of this transaction, we adjusted our previously held equity interest to fair value and recorded a charge associated with the settlement of the royalty-free arrangement of our Brazilian partnership. The net effect of these items resulted in us recognizing a pre-tax gain of $10.5 million in fiscal 2014.

Other Expense, Net

Other expense, net, which consists of the impact of foreign currency on intercompany transactions, decreased by $1.2 million in fiscal 2015 versus the prior year.

Tax

Our effective tax rate was 41.1% for fiscal 2015 as compared to 35.9% for fiscal 2014. This increase in effective tax rate was driven by increases in our net tax expense in fiscal 2015 associated with an increase in Federal and state tax reserves and the write-off of a deferred tax asset related to inventory reserves, partially offset by the change in the valuation allowance related to tax benefits for foreign losses that are not expected to be realized.

Net Income Attributable to the Company and Earnings Per Share

Net income attributable to the Company in fiscal 2015 reflected an $84.9 million, or 72.1%, decline from net income attributable to the Company in fiscal 2014. Excluding the impact of foreign currency, which negatively impacted net income attributable to the Company in fiscal 2015 by $11.0 million, net income attributable to the Company in fiscal 2015 would have declined by 62.8% versus the prior year. Net income attributable to the Company in fiscal 2015 was impacted by the following items that affect year-over-year comparability (i) $5.1 million of restructuring charges associated with our previously disclosed 2015 restructuring plan; (ii) $8.3 million of expenses associated with the Winfrey Transaction; and (iii) a $7.0 million gain on early extinguishment of debt. Net income attributable to the Company in fiscal 2014 was impacted by the following items that affect year-over-year comparability: (i) $7.2 million of restructuring charges associated with our previously disclosed 2014 restructuring plan; (ii) $6.4 million of a gain on the Brazil acquisition; and (iii) $2.4 million of the net tax benefit associated with the closure of our China business partially offset by the recognition of a valuation allowance from fiscal 2014. This decline in net income attributable to the Company was driven primarily by the decrease in operating income in fiscal 2015 versus the prior year.

 

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EPS in fiscal 2015 was $0.56 compared to $2.08 in fiscal 2014. For fiscal 2015, EPS included a $0.09 charge in connection with the impact of the 2015 restructuring charges, a $0.14 charge associated with the Winfrey Transaction and a $0.12 benefit related to the gain on early extinguishment of debt. For fiscal 2014 EPS included a $0.13 charge in connection with the impact of the 2014 restructuring charges, offset by an $0.11 gain on the Brazil acquisition and a $0.04 net tax benefit associated with the closure of our China business, partially offset by the recognition of a valuation allowance from fiscal 2014.

Segment Results

Metrics and Business Trends

The following tables set forth key metrics by reportable segment for fiscal 2015 and the percentage change in those metrics versus the prior year:

 

    Fiscal 2015  
    GAAP     Constant Currency                    

(in millions except

percentages and as noted)

  Service
Revenues
    Product
Sales &
Other
    Total
Revenues
    Service
Revenues
    Product
Sales &
Other
    Total
Revenues
    Total
Paid
Weeks
    Incoming
Subscribers
    EOP
Subscribers
 
                                              (in thousands)  

North America

  $ 639.4     $ 116.0     $ 755.4     $ 647.0     $ 116.9     $ 763.9       92.6       1,617.8       1,531.5  

UK

    87.6       37.2       124.8       94.6       40.2       134.8       17.3       277.8       263.1  

CE

    176.1       53.0       229.1       211.1       63.3       274.4       32.8       551.9       530.7  

Other(1)

    34.3       20.8       55.1       42.5       23.2       65.8       4.3       62.1       64.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 937.4     $ 227.1     $ 1,164.4     $ 995.3     $ 243.6     $ 1,238.8       147.0       2,509.5       2,389.6  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    % Change Fiscal 2015 vs. Fiscal 2014  

North America

    (19.5 %)      (24.3 %)      (20.3 %)      (18.5 %)      (23.8 %)      (19.4 %)      (20.9 %)      (21.7 %)      (5.3 %) 

UK

    (19.4 %)      (22.8 %)      (20.4 %)      (13.0 %)      (16.6 %)      (14.1 %)      (14.3 %)      (6.6 %)      (5.3 %) 

CE

    (23.7 %)      (22.0 %)      (23.3 %)      (8.6 %)      (6.9 %)      (8.2 %)      (8.0 %)      4.4     (3.8 %) 

Other(1)

    (28.6 %)      (26.9 %)      (27.9 %)      (11.5 %)      (18.4 %)      (14.0 %)      (11.0 %)      (12.6 %)      3.7

Total

    (20.7 %)      (23.8 %)      (21.3 %)      (15.8 %)      (18.2 %)      (16.3 %)      (17.3 %)      (15.3 %)      (4.8 %) 

 

Note: Totals may not sum due to rounding.

(1) Represents Asia Pacific and emerging markets operations and franchise revenues.

 

    Fiscal 2015  
    Meeting Fees     Meeting
Paid
Weeks
    Incoming
Meeting
Subscribers
    EOP
Meeting
Subscribers
    Online
Subscription
Revenues
    Online
Paid
Weeks
    Incoming
Online
Subscribers
    EOP
Online
Subscribers
 

(in millions except
percentages and as
noted)

  GAAP     Constant
Currency
          GAAP     Constant
Currency
       
                      (in thousands)                       (in thousands)  

North America

  $ 399.5     $ 404.3       40.8       692.6       645.1     $ 239.9     $ 242.7       51.7       925.2       886.4  

UK

    65.1       70.3       10.7       158.1       153.2       22.4       24.2       6.6       119.7       109.9  

CE

    99.4       118.6       11.6       178.2       172.4       76.7       92.5       21.2       373.6       358.3  

Other(1)

    23.8       29.8       2.4       26.4       27.2       10.5       12.7       1.9       35.6       37.2  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 587.8     $ 623.1       65.5       1,055.4       997.9     $ 349.6     $ 372.1       81.5       1,454.1       1,391.7  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    % Change Fiscal 2015 vs. Fiscal 2014  

North America

    (19.5 %)      (18.5 %)      (18.8 %)      (16.9 %)      (6.9 %)      (19.6 %)      (18.6 %)      (22.6 %)      (25.0 %)      (4.2 %) 

UK

    (19.4 %)      (12.9 %)      (13.2 %)      (4.7 %)      (3.1 %)      (19.4 %)      (13.0 %)      (16.1 %)      (8.9 %)      (8.2 %) 

CE

    (25.5 %)      (11.1 %)      (9.8 %)      (2.9 %)      (3.2 %)      (21.2 %)      (5.1 %)      (6.9 %)      8.4     (4.1 %) 

Other(1)

    (30.3 %)      (12.5 %)      (11.3 %)      (22.0 %)      2.7     (24.3 %)      (8.8 %)      (10.7 %)      (4.1 %)      4.4

Total

    (21.1 %)      (16.3 %)      (16.2 %)      (13.3 %)      (5.4 %)      (20.1 %)      (14.9 %)      (18.2 %)      (16.7 %)      (4.3 %) 

 

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Note: Totals may not sum due to rounding.

(1) Represents Asia Pacific and emerging markets operations and franchise revenues.

North America Performance

The decline in North America revenues in fiscal 2015 versus the prior year was driven primarily by the decline in Service Revenues. The decline in North America Total Paid Weeks primarily resulted from the lower number of Incoming Subscribers at the beginning of fiscal 2015 versus the beginning of fiscal 2014 as well as from lower recruitments in fiscal 2015 versus the prior year. In response to weakening recruitment trends in early fiscal 2015, North America introduced new advertising and promotions which benefitted year-over-year recruitment trends in both the second and third quarters of fiscal 2015. In the fourth quarter of fiscal 2015, following the announcement of our partnership with Ms. Winfrey in October and our early December launch of our new program through the end of fiscal 2015, recruitments increased as compared to the same period in the prior year.

The decline in North America product sales and other in fiscal 2015 versus the prior year was driven primarily by a decline in in-meeting product sales and to a lesser extent a decline in licensing revenue.

United Kingdom Performance

The decline in UK revenues in fiscal 2015 versus the prior year was driven primarily by the decline in Service Revenues. The decline in UK Total Paid Weeks was driven by the lower number of Incoming Subscribers at the beginning of fiscal 2015 versus the beginning of fiscal 2014 coupled with lower recruitments in fiscal 2015 as compared to the prior year. Recruitments in the UK Online business increased in fiscal 2015 as compared to fiscal 2014 driven by the use of new promotional tactics.

The decline in UK product sales and other in fiscal 2015 versus the prior year was driven by both the decline in in-meeting product sales and the decline in licensing revenue.

Continental Europe Performance

The decline in Continental Europe revenues in fiscal 2015 versus the prior year was driven primarily by the decline in Service Revenues. The decrease in Continental Europe Service Revenues in fiscal 2015 versus the prior year was primarily the result of a decrease in Meeting Fees and to a lesser extent by a decrease in Online Subscriptions Revenues. This decrease in Meeting Fees was driven by the lower number of Incoming Subscribers at the beginning of fiscal 2015 versus the beginning of fiscal 2014 coupled with lower recruitments in fiscal 2015 as compared to the prior year. Although lower recruitments in the Continental Europe Online business in fiscal 2015 versus the prior year negatively impacted Online Paid Weeks, the higher number of Incoming Online Subscribers at the start of fiscal 2015 versus the start of fiscal 2014 benefitted Online Subscription Revenues in fiscal 2015.

Continental Europe product sales and other in fiscal 2015 was driven primarily by a decline in in-meeting product sales.

Other Performance

The decline in Other revenue in fiscal 2015 versus fiscal 2014 was driven primarily by revenue declines in Asia Pacific. The decrease in Other Service Revenues in fiscal 2015 versus the prior year was driven primarily by a decline in Other Meeting Paid Weeks, and to a lesser extent by a decline in Other Online Paid Weeks, in Asia Pacific. The declines in paid weeks in Asia Pacific were driven by the lower number of Incoming Subscribers for each of the meetings and Online businesses at the beginning of fiscal 2015 versus the beginning of fiscal 2014 and lower recruitments in fiscal 2015 as compared to fiscal 2014.

 

 

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The decline in Other product sales and other in fiscal 2015 versus fiscal 2014 was driven in part by a decline in Asia Pacific in-meeting product sales and licensing revenue and from a decline in revenue from our franchisees.

Liquidity and Capital Resources

Cash flows provided by operating activities have historically supplied, and are expected to continue to supply, us with our primary source of liquidity. We use these cash flows, supplemented with long-term debt and short-term borrowings, to fund our operations and global initiatives, pay down debt and opportunistically engage in selective acquisitions. See “—Transformation Plan” for a discussion of our strategic initiatives. On October 30, 2013, we announced that we suspended our quarterly cash dividend, as described below (see “—Dividends”). We believe that cash generated by our revenue forecast for fiscal 2017 of approximately $1.25 billion, our cash on hand of $108.7 million at the end of fiscal 2016 and our continued cost focus will provide us with sufficient liquidity to meet our obligations through the end of the first quarter of fiscal 2018.

Balance Sheet Working Capital

The following table sets forth certain relevant measures of our balance sheet working capital at:

 

     December 31,      January 2,      Increase/  
     2016      2016      (Decrease)  
            (in millions)         

Total current assets

   $ 235.2      $ 351.5      $ (116.3

Total current liabilities

     292.4        503.1        (210.7
  

 

 

    

 

 

    

 

 

 

Working capital deficit

     (57.2      (151.6      (94.4

Cash and cash equivalents

     108.7        241.5        (132.8

Current portion of long-term debt

     21.0        213.3        (192.3
  

 

 

    

 

 

    

 

 

 

Working capital deficit, excluding cash and cash equivalents and current portion of long-term debt

   $ (144.9    $ (179.8    $ (34.9
  

 

 

    

 

 

    

 

 

 

We generally operate with negative working capital that is driven in part by our commitment and subscription plans which are our primary payment method. These plans require members and subscribers to pay us for meetings and Online subscription products before we pay for our obligations in the normal course of business. These prepayments are recorded as a current liability on our balance sheet which has resulted in, and in certain circumstances has helped drive, negative working capital. This core characteristic of our business model is expected to continue. However, during a period in which revenue is declining, we get less working capital benefit from this deferred revenue.

Including cash and cash equivalents and the current portion of long-term debt, our working capital deficit decreased by $94.4 million to $57.2 million at December 31, 2016 from $151.6 million at January 2, 2016. This decrease in our working capital deficit was driven in large part by (i) the $144.3 million cash payment on April 1, 2016 of the principal amount of loans outstanding under the Tranche B-1 Term Facility due April 2, 2016 and (ii) aggregate cash payments of $48.0 million of the amounts outstanding under the Revolving Facility, thereby lowering cash by $132.8 million at the end of fiscal 2016 from year end fiscal 2015. See”—Long-Term Debt” for additional information on these debt payments.

Excluding cash and cash equivalents and the current portion of long-term debt, the working capital deficit at December 31, 2016 decreased by $34.9 million to $144.9 million from $179.8 million at January 2, 2016. The factors contributing to this decrease in our working capital deficit were: (i) a $1.3 million increase in deferred revenue driven by improved business performance and longer term commitment plans, (ii) a $2.6 million increase in accrued salaries and wages, and (iii) a $6.5 million decrease in other current assets. These factors

 

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were offset by: (i) a $13.0 million decrease in operational liabilities and other arising primarily from higher accrued liability balances at January 2, 2016 driven primarily by an increase in inventory of $4.8 million to support an increase in subscribers and a $3.5 million decrease in accrued marketing due to timing and mix of promotional activities, (ii) a $20.1 million increase in prepaid income taxes as of December 31, 2016 due to the research and development tax credit and prepayments made throughout the year, and (iii) a $12.2 million decrease in the derivative payable due to a decrease in the fair value.

Cash Flows

The following table sets forth a summary of the Company’s cash flows for the fiscal years ended:

 

     December 31,      January 2,      January 3,  
     2016      2016      2015  
            (in millions)         

Net cash provided by operating activities

   $ 119.0      $ 54.8      $ 231.6  

Net cash used for investing activities

   $ (37.5    $ (40.3    $ (69.0

Net cash used for financing activities

   $ (212.2    $ (68.6    $ (29.4

Operating Activities

Fiscal 2016

Cash flows provided by operating activities of $119.0 million for fiscal 2016 reflected an increase of $64.2 million from $54.8 million of cash flows provided by operating activities for fiscal 2015. The increase in cash provided by operating activities was primarily the result of $34.7 million of higher net income attributable to the Company in fiscal 2016 as compared to the prior year and the year-over-year working capital benefit of $41.2 million.

Fiscal 2015

Cash flows provided by operating activities of $54.8 million for fiscal 2015 reflected a decrease of $176.8 million from $231.6 million of cash flows provided by operating activities for fiscal 2014. The decrease in cash provided by operating activities was primarily the result of $84.9 million of lower net income attributable to the Company in fiscal 2015 as compared to the prior year and the year-over-year working capital deficit decrease of $84.1 million.

Fiscal 2014

Cash flows provided by operating activities of $231.6 million for fiscal 2014 decreased by $91.9 million from $323.5 million of cash flows provided by operating activities for fiscal 2013. The decrease in cash provided by operating activities was primarily the result of $85.0 million of lower net income attributable to the Company in fiscal 2014 as compared to the prior year.

Investing Activities

Fiscal 2016

Net cash used for investing activities totaled $37.5 million in fiscal 2016, a decrease of $2.8 million as compared to fiscal 2015. Due to the significant progress against our transformation plan in fiscal 2015, our expenditures on technology and operating infrastructure declined in fiscal 2016 as compared to fiscal 2015.

 

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Fiscal 2015

Net cash used in investing activities totaled $40.3 million in fiscal 2015, a decrease of $28.7 million as compared to fiscal 2014. This decrease was primarily attributable to the lower investment in acquisitions in fiscal 2015 versus the prior year. For additional information on our acquisitions, see “Item 6. Selected Financial Data”. In addition, we invested $15.4 million less in our technology and operating infrastructure in fiscal 2015 as compared to fiscal 2014. See “—Transformation Plan” for a discussion of our strategic initiatives driving our investing activities.

Fiscal 2014

Net cash used for investing activities totaled $69.0 million in fiscal 2014, a decrease of $76.4 million as compared to fiscal 2013. This decrease was primarily attributable to the lower aggregate investment in acquisitions in fiscal 2014 versus the prior year. For additional information on our acquisitions, see “Item 6. Selected Financial Data”. In addition, in fiscal 2014, although we invested in technology and operating infrastructure, as well as healthcare initiatives, we incurred lower capital expenditures as compared to fiscal 2013 which had expenditures in connection with the move of our headquarters and our previously disclosed retail initiative to upgrade our meetings centers.

Financing Activities

Fiscal 2016

Net cash used for financing activities totaled $212.2 million in fiscal 2016, primarily due to the April 1, 2016 payment of a principal amount of loans equal to $144.3 million, which constituted the entire remaining principal amount of loans outstanding under the Tranche B-1 Term Facility, paying down in the aggregate the outstanding principal amount of $48.0 million on our Revolving Facility, and other scheduled debt repayments of $21.0 million in connection with the Tranche B-2 Term Facility. These payments were offset by a tax benefit for restricted stock units vested and stock options exercised of $1.0 million in fiscal 2016.

Fiscal 2015

Net cash used in financing activities totaled $68.6 million in fiscal 2015, primarily due to $137.1 million of debt prepayments in connection with the debt tender offers discussed below and scheduled debt repayments of $21.0 million offset by the proceeds of our revolver borrowing of $48.0 million under the Revolving Facility as well as the $43.2 million cash payment we received, offset by $1.7 million of related legal fees, from the sale of our common stock to Ms. Winfrey in fiscal 2015. For a discussion of the debt tender offers, see “—Long-Term Debt”.

Fiscal 2014

Net cash used in financing activities totaled $29.4 million in fiscal 2014, primarily due to term loan payments under the WWI Credit Facility of $30.0 million.

Long-Term Debt

We currently plan to meet our long-term debt obligations by using cash flows provided by operating activities and opportunistically using other means to repay or refinance our obligations as we determine appropriate.

 

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The following schedule sets forth our long-term debt obligations at December 31, 2016:

Long-Term Debt

At December 31, 2016

(Balances in millions)

 

     Balance  

Tranche B-2 Term Facility due April 2, 2020

   $ 2,021.3  

Less: Current Portion

     21.0  

Unamortized Deferred Financing Costs

     19.0  
  

 

 

 

Total Long-Term Debt

   $ 1,981.3  
  

 

 

 

Our credit facilities at the end of the first quarter of fiscal 2013 consisted of the following term loan facilities and revolving credit facilities: a tranche B loan, or Term B Loan, a tranche C loan, or Term C Loan, a tranche D loan, or Term D Loan, a tranche E loan, or Term E Loan, a tranche F loan, or Term F Loan, revolving credit facility A-1, or Revolver A-1, and revolving credit facility A-2, or Revolver A-2.

On April 2, 2013, we refinanced our credit facilities pursuant to a new Credit Agreement, or as amended, supplemented or otherwise modified, the Credit Agreement, among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and an issuing bank, The Bank of Nova Scotia, as revolving agent, swingline lender and an issuing bank, and the other parties thereto. The Credit Agreement provides for (a) a revolving credit facility (including swing line loans and letters of credit) in an initial aggregate principal amount of $250.0 million that will mature on April 2, 2018, or the Revolving Facility, (b) an initial term B-1 loan credit facility in an aggregate principal amount of $300.0 million that matured on April 2, 2016, or Tranche B-1 Term Facility, and (c) an initial term B-2 loan credit facility in an aggregate principal amount of $2,100.0 million that will mature on April 2, 2020, or Tranche B-2 Term Facility. We refer herein to the Tranche B-1 Term Facility together with the Tranche B-2 Term Facility as the Term Facilities, and the Term Facilities and Revolving Facility collectively as the WWI Credit Facility. In connection with this refinancing, we used the proceeds from borrowings under the Term Facilities to pay off a total of $2,399.9 million of outstanding loans, consisting of $128.8 million of Term B Loans, $110.6 million of Term C Loans, $117.6 million of Term D Loans, $1,125.0 million of Term E Loans, $817.9 million of Term F Loans, $21.2 million of loans under the Revolver A-1 and $78.8 million of loans under the Revolver A-2. Following the refinancing of a total of $2,399.9 million of loans, at April 2, 2013, we had $2,400.0 million debt outstanding under the Term Facilities and $248.8 million of availability under the Revolving Facility. We incurred fees of $44.8 million during the second quarter of fiscal 2013 in connection with this refinancing. In the second quarter of fiscal 2013, we wrote-off fees associated with this refinancing which resulted in our recording a charge of $21.7 million in early extinguishment of debt.

On September 26, 2014, we entered into an agreement with certain lenders amending the Credit Agreement that, among other things, eliminated the Financial Covenant (as defined in the Credit Agreement) with respect to the Revolving Facility. In connection with this amendment, we wrote-off deferred financing fees of approximately $1.6 million in the third quarter of fiscal 2014. Concurrently with and in order to effect this amendment, we reduced the amount of the Revolving Facility from $250.0 million to $50.0 million.

Under the terms of the Credit Agreement, depending on our Consolidated Leverage Ratio (as defined in the Credit Agreement), we are obligated to offer to prepay the Term Facilities in an aggregate amount determined by our excess cash flow (as defined in the Credit Agreement). On March 13, 2015, we commenced an offer to prepay at a discount to par up to $75.0 million in aggregate principal amount of term loans outstanding under the Tranche B-1 Term Facility. On March 20, 2015, we accepted offers with a discount equal to or greater than 9.00% in respect of such term loans. On March 25, 2015, we paid an aggregate amount of cash proceeds totaling $57.4 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $63.1 million in aggregate principal amount of such term loans under the Tranche B-1 Term Facility. This expenditure

 

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reduced, on a dollar for dollar basis, our $59.7 million obligation to make a mandatory excess cash flow prepayment offer to the term loan lenders under the terms of the Credit Agreement. In addition, we made a voluntary prepayment at par on March 25, 2015 of $2.5 million in respect of such term loans under the Tranche B-1 Term Facility to reduce the remaining excess cash flow prepayment obligation for fiscal 2014. As a result of this prepayment, we wrote-off fees of $0.3 million, incurred fees of $0.6 million and recorded a gain on early extinguishment of debt of $4.7 million, inclusive of these fees, in the first quarter of fiscal 2015.

On June 17, 2015, we commenced another offer to prepay at a discount to par up to $229.0 million in aggregate principal amount of term loans outstanding under the Tranche B-1 Term Facility. On June 22, 2015, we accepted offers with a discount equal to or greater than 9.00% in respect of such term loans. On June 26, 2015, we paid an aggregate amount of cash proceeds totaling $77.2 million plus an amount sufficient to pay accrued and unpaid interest on the amount prepaid to prepay $84.9 million in aggregate principal amount of such term loans under the Tranche B-1 Term Facility. As a result of this prepayment, we wrote-off fees of $0.3 million, incurred fees of $0.6 million and recorded a gain on early extinguishment of debt of $6.7 million, inclusive of these fees, in the second quarter of fiscal 2015.

On July 14, 2015, we drew down the $48.0 million available on our Revolving Facility in order to enhance our cash position and to provide additional financial flexibility. As of January 2, 2016, the revolver borrowing was classified as a short-term liability in consideration of the fact that the terms of the Revolving Facility require an assessment as to whether there have been any material adverse changes with respect to the Company in connection with our monthly interest elections. Although the revolver borrowing had classified as a short-term liability as of January 2, 2016, absent any change in fact and circumstance, we had, and continue to have, the ability to extend and not repay the Revolving Facility until its due date of April 2, 2018.

On April 1, 2016, we paid in full, with cash on hand, a principal amount of loans equal to $144.3 million, which constituted the entire remaining principal amount of loans outstanding under the Tranche B-1 Term Facility due April 2, 2016.

On July 29, 2016, we paid down, with cash on hand, a principal amount of $25.0 million of the $48.0 million outstanding under the Revolving Facility. On September 16, 2016, we paid down, with cash on hand, the remaining outstanding principal amount of $23.0 million on the Revolving Facility. At December 31, 2016, the Revolving Facility had $0 outstanding, $1.8 million in issued but undrawn letters of credit outstanding thereunder and $48.2 million in available unused commitments thereunder. The proceeds from borrowings under the Revolving Facility (including swing line loans and letters of credit) are available to be used for working capital and general corporate purposes. At December 31, 2016, under the WWI Credit Facility, we had $2,021.3 million outstanding consisting entirely of a term loan under the Tranche B-2 Term Facility.

At the end of fiscal 2016, fiscal 2015 and fiscal 2014, our debt consisted entirely of variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with our variable-rate borrowings. The weighted average interest rate (which includes amortization of deferred financing costs) on our outstanding debt, exclusive of the impact of swaps, was approximately 4.41%, 4.34% and 4.35% per annum at December 31, 2016, January 2, 2016 and January 3, 2015, respectively, based on interest rates on the applicable dates. The weighted average interest rate (which includes amortization of deferred financing costs) on our outstanding debt, including the impact of swaps, was approximately 5.32%, 5.45% and 5.40% per annum at December 31, 2016, January 2, 2016 and January 3, 2015, respectively, based on interest rates on the applicable dates.

Borrowings under the Credit Agreement bear interest at a rate equal to, at our option, LIBOR plus an applicable margin or a base rate plus an applicable margin. LIBOR under the Tranche B-2 Term Facility is subject to a minimum interest rate of 0.75% and the base rate under the Tranche B-2 Term Facility is subject to a minimum interest rate of 1.75%. Under the terms of the Credit Agreement, in the event we receive a corporate rating of BB- (or lower) from S&P and a corporate rating of Ba3 (or lower) from Moody’s, the applicable margin relating to both of the Term Facilities would increase by 25 basis points. On February 21, 2014, both S&P and

 

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Moody’s issued revised corporate ratings of the Company of B+ and B1, respectively. As a result, effective February 21, 2014, the applicable margin on borrowings under the Tranche B-1 Term Facility went from 2.75% to 3.00% and on borrowings under the Tranche B-2 Term Facility went from 3.00% to 3.25%. The applicable margin relating to the Revolving Facility will fluctuate depending upon our Consolidated Leverage Ratio. At April 1, 2016, the date of payment of the principal amount of loans outstanding under the Tranche B-1 Term Facility discussed above, borrowings under the Tranche B-1 Term Facility bore interest at LIBOR plus an applicable margin of 3.00%. At December 31, 2016, borrowings under the Tranche B-2 Term Facility bore interest at LIBOR plus an applicable margin of 3.25%. Based on our Consolidated Leverage Ratio as of December 31, 2016, had there been any borrowings under the Revolving Facility, it would have borne interest at LIBOR plus an applicable margin of 2.50%. On a quarterly basis, we will pay a commitment fee to the lenders under the Revolving Facility in respect of unutilized commitments thereunder, which commitment fee will fluctuate, but in no event exceed 0.50% per annum, depending upon our Consolidated Leverage Ratio. At our Consolidated Leverage Ratio of 7:30:1.00 as of December 31, 2016, the commitment fee was 0.50% per annum. We also will pay customary letter of credit fees and fronting fees under the Revolving Facility.

The Credit Agreement contains customary covenants including covenants that, in certain circumstances, restrict our ability to incur additional indebtedness, pay dividends on and redeem capital stock, make other payments, including investments, sell our assets and enter into consolidations, mergers and transfers of all or substantially all of our assets. The WWI Credit Facility does not require us to meet any financial maintenance covenants and is guaranteed by certain of our existing and future subsidiaries. Substantially all of our assets secure the WWI Credit Facility.

Dividends

On October 30, 2013, we announced that we suspended our quarterly cash dividend. We currently intend to use the annual cash savings from such dividend suspension to preserve financial flexibility while funding our strategic growth initiatives and building cash for future debt repayments. Any future determination to declare and pay dividends will be made at the discretion of our Board of Directors, after taking into account our financial results, capital requirements and other factors it may deem relevant. The WWI Credit Facility also contains restrictions on our ability to pay dividends on our common stock.

The WWI Credit Facility provides that we are permitted to pay dividends and extraordinary dividends, as well as repurchase shares of our common stock, so long as we are not in default under the WWI Credit Facility agreement. However, payment of extraordinary dividends and stock repurchases shall not exceed $100.0 million in the aggregate in any fiscal year if the Consolidated Leverage Ratio is greater than 3.25:1. As December 31, 2016, our Consolidated Leverage Ratio was greater than 3.25:1 and we expect that it will remain above 3.25:1 for the foreseeable future.

EBITDAS

EBITDAS, defined as earnings before interest, taxes, depreciation, amortization and stock-based compensation, for the fiscal years ended December 31, 2016, January 2, 2016 and January 3, 2015 was $258.7 million, $255.6 million and $366.4 million, respectively. The table below sets forth the calculations:

(in millions)

 

     Fiscal      Fiscal      Fiscal  
     2016      2015      2014  

Net Income

   $ 67.7      $ 32.9      $ 117.8  

Interest

     115.2        121.8        123.0  

Taxes

     16.6        22.8        65.9  

Depreciation and Amortization

     52.6        53.2        49.2  

Stock-based Compensation

     6.5        24.8        10.5  
  

 

 

    

 

 

    

 

 

 

EBITDAS

   $ 258.7      $ 255.6      $ 366.4  
  

 

 

    

 

 

    

 

 

 

 

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Note: Totals may not sum due to rounding.

Reducing leverage is a clear capital structure priority for the Company. As part of our commitment to deleveraging, we are targeting a year end 2018 net debt/EBITDAS ratio of less than 4.5x, based on improved operating performance and cash generation. As of December 31, 2016, our trailing twelve months EBITDAS was $258.7 million and our net debt/EBITDAS ratio was 7.3x. We present EBITDAS because we consider this to be a useful supplemental measure of our performance. In addition, we believe EBITDAS is useful to investors, analysts and rating agencies in measuring the ability of a company to meet its debt service obligations. See “Non-GAAP Financial Measures” herein for an explanation of our use of non-GAAP financial measures.

Contractual Obligations

We are obligated under non-cancelable agreements primarily for office and rent facilities operating leases. Consolidated rent expense charged to operations under all our leases for fiscal 2016 was approximately $40.9 million.

The following table summarizes our future contractual obligations as of the end of fiscal 2016:

 

            Payment Due by Period  
            Less than                    More than  
     Total      1 Year      1-3 Years      3-5 Years      5 Years  
     (in millions)  

Long-Term Debt(1)

              

Principal

   $ 2,015.3      $ 21.0      $ 42.0      $ 1,952.3      $ —    

Interest

     269.0        83.5        164.3        21.2        —    

Operating leases and non-cancelable agreements

     233.2        40.3        77.0        16.3        99.6  

Other long-term obligations(2)

     10.2        0.2        1.2        0.3        8.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,527.7      $ 145.0      $ 284.5      $ 1,990.1      $ 108.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Due to the fact that all of our debt is variable rate based, we have assumed for purposes of this table that the interest rate on all of our debt as of the end of fiscal 2016 remains constant for all periods presented. The above does not include the impact of our interest rate swap which has a fair value of $32.0 million, or the $13.0 million of interest expense which is expected to be reclassified from accumulated other comprehensive loss into earnings in fiscal 2017.
(2) “Other long-term obligations” primarily consist of deferred rent costs. The provision for income tax contingencies included in other long-term liabilities on the consolidated balance sheet is not included in the table above due to the fact that the Company is unable to estimate the timing of payment for this liability.

We currently plan to meet our long-term debt obligations by using cash flows provided by operating activities and opportunistically using other means to repay or refinance our obligations as we determine appropriate. We believe that cash flows from operating activities, together with cash on hand, will provide sufficient liquidity for the next 12 months to fund currently anticipated capital expenditure and working capital requirements, as well as debt service requirements.

Acquisition of Additional Equity Interest in Brazil

Prior to March 12, 2014, we had owned 35% of VPM, a Brazilian limited liability partnership. On March 12, 2014, we acquired an additional 45% equity interest in VPM for a net purchase price of $14.2 million.

Acquisition of Wello

On April 16, 2014, we acquired Knowplicity, Inc., d/b/a Wello, an online fitness and personal training company, for a net purchase price of $9.0 million. Payment was in the form of common stock issued of $4.2 million and cash of $4.8 million.

 

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Acquisition of Weilos

On March 11, 2015, we acquired Weilos, a California-based startup with an online social platform, for a purchase price of $6.7 million. Payment was in the form of common stock issued of $2.8 million, restricted stock issued of $0.1 million and cash of $2.8 million plus cash in reserves of $1.0 million.

Winfrey Transaction

On October 19, 2015, we issued and sold to Ms. Winfrey an aggregate of 6.4 million shares of our common stock for an aggregate cash purchase price of $43.2 million. For additional details on the Winfrey Transaction, see “Item 1. Business—History—Winfrey Transaction” in Part I of this Annual Report on Form 10-K.

Franchise Acquisition

On June 27, 2016, we acquired substantially all of the assets of our franchisee for certain territories in South Florida, Weight Watchers of Greater Miami, Inc., for a purchase price of $3.3 million.

Factors Affecting Future Liquidity

Any future acquisitions, joint ventures or other similar transactions could require additional capital and we cannot be certain that any additional capital will be available on acceptable terms or at all. Our ability to fund our capital expenditure requirements, interest, principal and dividend payment obligations and working capital requirements depends on our future operations, performance and cash flow. These are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Off-Balance Sheet Transactions

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, such as entities often referred to as structured finance or special purpose entities.

Related Parties

For a discussion of related party transactions affecting us, see “Item 13. Certain Relationships and Related Transactions, and Director Independence” in Part III of this Annual Report on Form 10-K.

Seasonality

Our business is seasonal due to the importance of the winter season to our overall recruitment environment. Our advertising schedule generally supports the three key recruitment-generating seasons of the year: winter, spring and fall, with winter having the highest concentration of advertising spending.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks relating to interest rate changes and foreign currency fluctuations. All of our market risk sensitive instruments were entered into for purposes other than trading. The Company’s exposure to market risk as of the end of fiscal 2016 is described below.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates to interest expense of variable rate debt, in particular changes in LIBOR or the base rates which are used to determine the applicable interest rates for borrowings under the WWI Credit Facility.

 

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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 $1.5 billion. During the term of this swap, the notional amount will decrease from $1.5 billion effective March 31, 2014 to $1.25 billion on April 3, 2017 with a further reduction to $1.0 billion on April 1, 2019. This interest rate swap effectively fixes the variable interest rate on the notional amount of this swap at 2.38%. This swap qualifies for hedge accounting and, therefore, changes in the fair value of this swap have been recorded in accumulated other comprehensive loss. As of the end of fiscal 2016, we had $2,021.3 million of variable rate debt, of which $0.5 billion remained unhedged.

On April 1, 2016, we paid in full, with cash on hand, a principal amount of loans equal to $144.3 million, which amount constituted the entire remaining principal amount of loans outstanding under our Tranche B-1 Term Facility. In the third quarter of fiscal 2016, we paid down, with cash on hand, the $48.0 million outstanding principal amount under the Revolving Facility. At the end of fiscal 2016, borrowings under the Tranche B-2 Term Facility bore interest at LIBOR plus an applicable margin of 3.25%. For the Tranche B-2 Term Facility, the minimum interest rate for LIBOR applicable to such facility pursuant to the terms of the Credit Agreement is set at 0.75%, referred to herein as the B-2 LIBOR Floor. In addition, at the end of fiscal 2016, our interest rate swap in effect had a notional amount of $1.5 billion.

Accordingly, as of the end of fiscal 2016, based on the amount of variable rate debt outstanding and the then-current LIBOR rate, after giving consideration to the impact of the interest rate swap and the B-2 LIBOR Floor, a hypothetical 50 basis point increase in interest rates would have increased annual interest expense by approximately $2.6 million and a hypothetical 50 basis point decrease in interest rates would have decreased annual interest expense by approximately $1.3 million. This increase is driven primarily by the interest rate applicable to our Tranche B-2 Term Facility. This decrease is driven primarily by the lower debt balance resulting from our Tranche B-1 Term Facility being paid in full during the first quarter of fiscal 2016.

There have been no material changes to the Company’s exposure to market risk from the end of fiscal 2015 as compared to the end of fiscal 2016.

Foreign Currency Risk

Other than inter-company transactions between our domestic and foreign entities, we generally do not have significant transactions that are denominated in a currency other than the functional currency applicable to each entity. As a result, substantially all of our revenues and expenses in each jurisdiction in which we operate are in the same functional currency. In general, we are a net receiver of currencies other than the US dollar. Accordingly, changes in exchange rates may negatively affect our revenues and gross margins as expressed in US dollars. In the future, we may enter into forward and swap contracts to hedge transactions denominated in foreign currencies to reduce the currency risk associated with fluctuating exchange rates. Realized and unrealized gains and losses from any of these transactions may be included in net income for the period.

Fluctuations in currency exchange rates, particularly with respect to the euro, canadian dollar and pound sterling, may impact our shareholders’ equity. The assets and liabilities of our non-US subsidiaries are translated into US dollars at the exchange rates in effect at the balance sheet date. Revenues and expenses are translated into US dollars at the average exchange rate for the period. The resulting translation adjustments are recorded in shareholders’ equity as a component of accumulated other comprehensive loss. In addition, exchange rate fluctuations will cause the US dollar translated amounts to change in comparison to prior periods.

 

Item 8. Financial Statements and Supplementary Data

This information is incorporated by reference to our consolidated financial statements on pages F-1 through F-41 and our financial statement schedule on page S-1, including the report thereon of PricewaterhouseCoopers LLP on page F-2.

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officers (members of the Interim Office of the Chief Executive Officer) and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officers (members of the Interim Office of the Chief Executive Officer) and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016, the end of fiscal 2016. Based upon that evaluation and subject to the foregoing, our principal executive officers (members of the Interim Office of the Chief Executive Officer) and principal financial officer concluded that, as of the end of fiscal 2016, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officers (members of the Interim Office of the Chief Executive Officer) and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016, the end of fiscal 2016. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on this assessment, our management, under the supervision and with the participation of our principal executive officers (members of the Interim Office of the Chief Executive Officer) and principal financial officer, concluded that, as of December 31, 2016, our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 to our consolidated financial statements.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information

None.

 

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PART III

 

Items 10, 11, 12, 13 and 14.

   Directors, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters; Certain Relationships and Related Transactions, and Director Independence; Principal Accountant Fees and Services

Information called for by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from our definitive Proxy Statement to be filed in connection with our 2017 Annual Meeting of Shareholders pursuant to Regulation 14A, except that (i) certain of the information regarding our directors and executive officers called for by Items 401(a), (b) and (e) of Regulation S-K has been included in Part I of this Annual Report on Form 10-K; (ii) the information regarding certain Company equity compensation plans called for by Item 201(d) of Regulation S-K is set forth below and (iii) the information regarding our Amended and Restated Code of Business Conduct and Ethics, or the Code of Business Conduct and Ethics, called for by Item 406 of Regulation S-K is set forth below.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes our equity compensation plan information as of December 31, 2016:

Equity Compensation Plan Information

 

Plan category

   Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights(1)
(a)
     Weighted-average
exercise price of
outstanding options,
warrants and rights(2)
(b)
     Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))(3)
(c)
 

Equity compensation plans approved by security holders

     6,580,055      $ 11.76        774,041  

Equity compensation plans not approved by security holders

     —        —        —  
  

 

 

    

 

 

    

 

 

 

Total

     6,580,055      $ 11.76        774,041  
  

 

 

    

 

 

    

 

 

 

 

(1) Consists of 1,599,081 shares of our common stock issuable upon the exercise of outstanding options awarded under our Amended and Restated 2014 Stock Incentive Plan, or 2014 Plan, our 2008 Stock Incentive Plan, or 2008 Plan, and our 2004 Stock Incentive Plan, or 2004 Plan; 3,513,468 shares of our common stock issuable upon the exercise of the Winfrey Option granted pursuant to the Winfrey Option Agreement; 1,137,182 shares of our common stock issuable upon the vesting of restricted stock units, or RSUs, awarded under our 2014 Plan; and 330,324 shares of our common stock issuable upon the vesting of performance-based stock units, or PSUs, awarded under our 2014 Plan. The number of shares to be issued in respect of PSUs has been calculated based on the assumption that the maximum level of performance applicable to the PSUs will be achieved. As a result of Mr. Chambers’ resignation from the Company effective as of the close of business on December 31, 2016, the amount excludes an aggregate of 645,280 shares of our common stock issuable under his then unvested stock options, RSUs and PSUs which were awarded under our 2014 Plan or 2008 Plan and forfeited upon his resignation. The Winfrey Option was approved by the written consent of Artal Luxembourg which, as of the date thereof, controlled a majority of the voting power of our outstanding common stock. For additional details on the Winfrey Option and Winfrey Option Agreement, see “Item 1. Business—History—Winfrey Transaction” of this Annual Report on Form 10-K.
(2) Includes weighted average exercise price of outstanding stock options of $11.76, RSUs of $0, and PSUs of $0.
(3) Consists of shares of our common stock issuable under our 2014 Plan pursuant to various awards the Compensation and Benefits Committee may make, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, restricted stock, performance-based awards and other equity-based awards. In connection with the initial approval of our 2014 Plan on May 6, 2014, the 2014 Plan replaced the 2004 Plan and the 2008 Plan with respect to prospective equity grants. As a result of Mr. Chambers’ resignation from the Company effective as of the close of business on December 31, 2016, the amount shown includes an aggregate of 638,289 shares of our common stock issuable under his then unvested stock options, RSUs and PSUs awarded under our 2014 Plan that were forfeited upon his resignation and therefore became available for future awards.

 

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics for our officers, including any principal executive officer, principal financial officer, principal accounting officer or controller, and our employees and directors. Our Code of Business Conduct and Ethics is available on our website at www.weightwatchersinternational.com.

In addition to any disclosures required under the Exchange Act, the date and nature of any substantive amendment of our Code of Business Conduct and Ethics or waiver thereof applicable to any of our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, will be disclosed on our website at www.weightwatchersinternational.com within four business days of the date of such amendment or waiver. In the case of a waiver, the name of the person to whom the waiver was granted will also be disclosed on our website within four business days of the date of such waiver.

 

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PART IV

 

Item 15. Exhibits and Financial Statement Schedules

(a)

 

  1. Financial Statements

The financial statements listed in the Index to Financial Statements and Financial Statement Schedule on page F-1 are filed as part of this Annual Report on Form 10-K.

 

  2. Financial Statement Schedule

The financial statement schedule listed in the Index to Financial Statements and Financial Statement Schedule on page F-1 is filed as part of this Annual Report on Form 10-K.

 

  3. Exhibits

The exhibits listed in the Exhibit Index are filed as part of this Annual Report on Form 10-K.

 

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WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Items 15(a) (1) & (2)

 

     Pages  

Report of Independent Registered Public Accounting Firm

     F-2  

Consolidated Balance Sheets at December 31, 2016 and January 2, 2016

     F-3  

Consolidated Statements of Net Income for the fiscal years ended December 31, 2016, January  2, 2016 and January 3, 2015

     F-4  

Consolidated Statements of Comprehensive Income for the fiscal years ended December  31, 2016, January 2, 2016 and January 3, 2015

     F-5  

Consolidated Statements of Changes in Total Deficit for the fiscal years ended December  31, 2016, January 2, 2016 and January 3, 2015

     F-6  

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2016,  January 2, 2016 and January 3, 2015

     F-7  

Notes to Consolidated Financial Statements

     F-8  

Schedule II—Valuation and Qualifying Accounts and Reserves for the fiscal years ended December  31, 2016, January 2, 2016 and January 3, 2015

     S-1  

All other schedules are omitted for the reason that they are either not required, not applicable, not material or the information is included in the consolidated financial statements or notes thereto.

 

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Weight Watchers International, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of net income, comprehensive income, changes in total deficit and cash flows present fairly, in all material respects, the financial position of Weight Watchers International, Inc. and its subsidiaries (the “Company”) at December 31, 2016 and January 2, 2016, and the results of their operations and their cash flows for each of the three fiscal years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 1, 2017

 

F-2


Table of Contents

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AT

(IN THOUSANDS)

 

     December 31,
2016
    January 2,
2016
 

ASSETS

    

CURRENT ASSETS

    

Cash and cash equivalents

   $ 108,656     $ 241,526  

Receivables (net of allowances: December 31, 2016 - $2,973 and January 2, 2016 - $2,226)

     27,518       29,281  

Inventories

     32,629       27,838  

Prepaid income taxes

     35,528       15,436  

Prepaid expenses and other current assets

     30,880       37,376  
  

 

 

   

 

 

 

TOTAL CURRENT ASSETS

     235,211       351,457  

Property and equipment, net

     49,574       58,186  

Franchise rights acquired

     748,619       747,326  

Goodwill

     166,138       159,331  

Trademarks and other intangible assets, net

     58,612       66,339  

Other noncurrent assets

     12,822       11,577  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 1,270,976     $ 1,394,216  
  

 

 

   

 

 

 

LIABILITIES AND TOTAL DEFICIT

    

CURRENT LIABILITIES

    

Portion of long-term debt due within one year

   $ 21,000     $ 213,323  

Accounts payable

     40,639       38,225  

Salaries and wages payable

     49,638       47,042  

Accrued marketing and advertising

     18,067       21,554  

Accrued interest

     16,939       20,739  

Other accrued liabilities

     51,251       56,477  

Derivative payable

     31,974       44,170  

Deferred revenue

     62,880       61,597  
  

 

 

   

 

 

 

TOTAL CURRENT LIABILITIES

     292,388       503,127  

Long-term debt

     1,981,299       1,996,296  

Deferred income taxes

     175,115       156,625  

Other

     25,048       23,876  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     2,473,849       2,679,924  

Commitments and contingencies (Note 15)

    

Redeemable noncontrolling interest

     4,699       4,450  

TOTAL DEFICIT

    

Common stock, $0 par value; 1,000,000 shares authorized; 118,947 shares issued at December 31, 2016 and at January 2, 2016

     0       0  

Treasury stock, at cost, 55,021 shares at December 31, 2016 and 55,301 shares at January 2, 2016

     (3,237,346     (3,247,406

Retained earnings

     2,056,893       1,994,513  

Accumulated other comprehensive loss

     (27,120     (37,265
  

 

 

   

 

 

 

TOTAL DEFICIT

     (1,207,573     (1,290,158
  

 

 

   

 

 

 

TOTAL LIABILITIES AND TOTAL DEFICIT

   $ 1,270,976     $ 1,394,216  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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Table of Contents

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME FOR THE FISCAL YEARS ENDED

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

     December 31,
2016
     January 2,
2016
    January 3,
2015
 
     (52 weeks)      (52 weeks)     (53 weeks)  

Service revenues, net

   $ 949,121      $ 937,368     $ 1,181,945  

Product sales and other, net

     215,781        227,051       297,971  
  

 

 

    

 

 

   

 

 

 

Revenues, net

     1,164,902        1,164,419       1,479,916  

Cost of services

     468,761        477,926       535,320  

Cost of product sales and other

     110,640        112,406       142,045  
  

 

 

    

 

 

   

 

 

 

Cost of revenues

     579,401        590,332       677,365  
  

 

 

    

 

 

   

 

 

 

Gross profit

     585,501        574,087       802,551  

Marketing expenses

     194,398        201,021       262,258  

Selling, general and administrative expenses

     190,292        205,008       240,979  
  

 

 

    

 

 

   

 

 

 

Operating income

     200,811        168,058       299,314  

Interest expense

     115,160        121,843       122,984  

Other expense, net

     1,524        2,027       3,206  

Gain on Brazil acquisition

     0        0       (10,540

Gain on early extinguishment of debt

     0        (11,426     0  
  

 

 

    

 

 

   

 

 

 

Income before income taxes

     84,127        55,614       183,664  

Provision for income taxes

     16,634        22,835       65,931  
  

 

 

    

 

 

   

 

 

 

Net income

     67,493        32,779       117,733  

Net loss attributable to the noncontrolling interest

     206        166       54  
  

 

 

    

 

 

   

 

 

 

Net income attributable to Weight Watchers International, Inc.

   $ 67,699      $ 32,945     $ 117,787  
  

 

 

    

 

 

   

 

 

 

Earnings Per Share attributable to Weight Watchers International, Inc.

       

Basic

   $ 1.06      $ 0.56     $ 2.08  
  

 

 

    

 

 

   

 

 

 

Diluted

   $ 1.03      $ 0.56     $ 2.08  
  

 

 

    

 

 

   

 

 

 

Weighted average common shares outstanding

       

Basic

     63,742        58,369       56,607  
  

 

 

    

 

 

   

 

 

 

Diluted

     65,897        58,966       56,705  
  

 

 

    

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-4


Table of Contents

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED

(IN THOUSANDS)

 

     December 31,
2016
    January 2,
2016
    January 3,
2015
 
     (52 weeks)     (52 weeks)     (53 weeks)  

Net income

   $ 67,493     $ 32,779     $ 117,733  

Other comprehensive gain (loss):

      

Foreign currency translation gain (loss)

     5,556       (27,824     (19,167

Income tax (expense) benefit on foreign currency translation gain (loss)

     (2,089     10,851       7,475  
  

 

 

   

 

 

   

 

 

 

Foreign currency translation gain (loss), net of taxes

     3,467       (16,973     (11,692
  

 

 

   

 

 

   

 

 

 

Gain (loss) on derivatives

     11,821       (2,096     (28,283

Income tax (expense) benefit on gain (loss) on derivatives

     (4,688     817       11,030  
  

 

 

   

 

 

   

 

 

 

Gain (loss) on derivatives, net of taxes

     7,133       (1,279     (17,253
  

 

 

   

 

 

   

 

 

 

Total other comprehensive gain (loss)

     10,600       (18,252     (28,945
  

 

 

   

 

 

   

 

 

 

Comprehensive income

     78,093       14,527       88,788  

Less: Net loss attributable to the noncontrolling interest

     206       166       54  

Less: Foreign currency translation (gain) loss, net of taxes attributable to the noncontrolling interest

     (455     937       478  
  

 

 

   

 

 

   

 

 

 

Comprehensive (income) loss attributable to the noncontrolling interest

     (249     1,103       532  
  

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to Weight Watchers International, Inc.

   $ 77,844     $ 15,630     $ 89,320  
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-5


Table of Contents

WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL DEFICIT

(IN THOUSANDS)

 

          Weight Watchers International, Inc.  
    Redeemable
Noncontrolling

Interest
    Common Stock     Treasury Stock     Accumulated
Other
Comprehensive

Income (Loss)
    Retained
Earnings
    Total  
      Shares     Amount     Shares     Amount        

Balance at December 28, 2013

  $ 0       111,988     $ 0       55,562     $ (3,256,406   $ 8,517     $ 1,771,284     $ (1,476,605
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

    (532             (28,467     117,787       89,320  

Issuance of treasury stock under stock plans

            (77     2,809         (2,559     250  

Tax benefit of restricted stock units vested and stock options exercised

                  (788     (788

Cash dividends

                  42       42  

Compensation expense on share-based awards

                  10,533       10,533  

Acquisition of Wello

        207               4,207       4,207  

Acquisition of additional equity interest in Brazil

    6,157                

Distribution to noncontrolling interest

    (75