Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 01, 2023 | Jul. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 01, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | WW | |
Entity Registrant Name | WW INTERNATIONAL, INC. | |
Entity Central Index Key | 0000105319 | |
Current Fiscal Year End Date | --12-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 78,966,060 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-16769 | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 11-6040273 | |
Entity Address, Address Line One | 675 Avenue of the Americas | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | 212 | |
Local Phone Number | 589-2700 | |
Title of 12(b) Security | Common Stock, no par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 91,446 | $ 178,326 |
Receivables (net of allowances: July 1, 2023 - $907 and December 31, 2022 - $976) | 25,813 | 24,273 |
Inventories | 10,834 | 20,528 |
Derivative receivable | 10,546 | 11,748 |
Prepaid income taxes | 17,173 | 19,447 |
Prepaid expenses and other current assets | 22,110 | 27,009 |
TOTAL CURRENT ASSETS | 177,922 | 281,331 |
Property and equipment, net | 23,569 | 28,229 |
Operating lease assets | 58,019 | 75,696 |
Franchise rights acquired | 386,555 | 386,745 |
Goodwill | 246,208 | 155,998 |
Other intangible assets, net | 71,091 | 63,306 |
Deferred income taxes | 22,403 | 22,246 |
Other noncurrent assets | 15,716 | 14,879 |
TOTAL ASSETS | 1,001,483 | 1,028,430 |
CURRENT LIABILITIES | ||
Portion of operating lease liabilities due within one year | 9,949 | 17,955 |
Accounts payable | 21,998 | 18,890 |
Salaries and wages payable | 55,198 | 72,577 |
Accrued marketing and advertising | 12,290 | 17,927 |
Accrued interest | 5,333 | 5,289 |
Other accrued liabilities | 53,739 | 30,118 |
Income taxes payable | 7,198 | 1,646 |
Deferred revenue | 35,705 | 32,156 |
TOTAL CURRENT LIABILITIES | 201,410 | 196,558 |
Long-term debt, net | 1,424,374 | 1,422,284 |
Long-term operating lease liabilities | 58,867 | 68,099 |
Deferred income taxes | 18,184 | 23,119 |
Other | 14,910 | 2,185 |
TOTAL LIABILITIES | 1,717,745 | 1,712,245 |
TOTAL DEFICIT | ||
Common stock, $0 par value; 1,000,000 shares authorized; 130,048 shares issued at July 1, 2023 and 122,052 shares issued at December 31, 2022 | 0 | 0 |
Treasury stock, at cost, 51,146 shares at July 1, 2023 and 51,496 shares at December 31, 2022 | (3,079,073) | (3,097,304) |
Retained earnings | 2,370,340 | 2,418,959 |
Accumulated other comprehensive loss | (7,529) | (5,470) |
TOTAL DEFICIT | (716,262) | (683,815) |
TOTAL LIABILITIES AND TOTAL DEFICIT | $ 1,001,483 | $ 1,028,430 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowances | $ 907 | $ 976 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 130,048,000 | 122,052,000 |
Treasury stock, shares | 51,146,000 | 51,496,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Revenues, net | $ 226,830 | $ 269,454 | $ 468,724 | $ 567,214 |
Cost of revenues | 83,650 | 106,492 | 206,033 | 224,155 |
Gross profit | 143,180 | 162,962 | 262,691 | 343,059 |
Marketing expenses | 51,119 | 51,857 | 139,353 | 159,427 |
Selling, general and administrative expenses | 65,744 | 71,319 | 125,604 | 134,877 |
Franchise rights acquired and goodwill impairments | 26,420 | 26,420 | ||
Operating income (loss) | 26,317 | 13,366 | (2,266) | 22,335 |
Interest expense | 24,075 | 19,255 | 46,921 | 37,926 |
Other (income) expense, net | (520) | 1,613 | (851) | 1,956 |
Income (loss) before income taxes | 2,762 | (7,502) | (48,336) | (17,547) |
(Benefit from) provision for income taxes | (48,066) | (2,879) | 19,515 | (4,681) |
Net income (loss) | $ 50,828 | $ (4,623) | $ (67,851) | $ (12,866) |
Earnings (net loss) per share | ||||
Basic | $ 0.65 | $ (0.07) | $ (0.91) | $ (0.18) |
Diluted | $ 0.65 | $ (0.07) | $ (0.91) | $ (0.18) |
Weighted average common shares outstanding | ||||
Basic | 78,007 | 70,305 | 74,302 | 70,195 |
Diluted | 78,591 | 70,305 | 74,302 | 70,195 |
Subscription | ||||
Revenues, net | $ 212,140 | $ 240,391 | $ 423,172 | $ 497,376 |
Cost of revenues | 71,378 | 84,129 | 166,275 | 170,170 |
Product and Other | ||||
Revenues, net | 14,690 | 29,063 | 45,552 | 69,838 |
Cost of revenues | $ 12,272 | $ 22,363 | $ 39,758 | $ 53,985 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 50,828 | $ (4,623) | $ (67,851) | $ (12,866) |
Other comprehensive gain (loss): | ||||
Foreign currency translation gain (loss) | 816 | (8,325) | 929 | (8,466) |
Income tax (expense) benefit on foreign currency translation gain (loss) | (204) | 2,089 | (232) | 2,125 |
Foreign currency translation gain (loss), net of taxes | 612 | (6,236) | 697 | (6,341) |
(Loss) gain on derivatives | (544) | 4,402 | (3,674) | 19,158 |
Income tax benefit (expense) on (loss) gain on derivatives | 136 | (1,106) | 918 | (4,815) |
(Loss) gain on derivatives, net of taxes | (408) | 3,296 | (2,756) | 14,343 |
Total other comprehensive gain (loss) | 204 | (2,940) | (2,059) | 8,002 |
Comprehensive income (loss) | $ 51,032 | $ (7,563) | $ (69,910) | $ (4,864) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL DEFICIT - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance at Jan. 01, 2022 | $ (456,404) | $ 0 | $ (3,120,149) | $ (18,604) | $ 2,682,349 |
Beginning balance (in shares) at Jan. 01, 2022 | 122,052 | 51,988 | |||
Comprehensive (loss) income | (4,864) | 8,002 | (12,866) | ||
Issuance of treasury stock under stock plans | (1,826) | $ 12,825 | (14,651) | ||
Issuance of treasury stock under stock plans (in shares) | (297) | ||||
Compensation expense on share-based awards | 6,986 | 6,986 | |||
Ending balance at Jul. 02, 2022 | (456,108) | $ 0 | $ (3,107,324) | (10,602) | 2,661,818 |
Ending balance (in shares) at Jul. 02, 2022 | 122,052 | 51,691 | |||
Beginning balance at Apr. 02, 2022 | (449,329) | $ 0 | $ (3,117,434) | (7,662) | 2,675,767 |
Beginning balance (in shares) at Apr. 02, 2022 | 122,052 | 51,923 | |||
Comprehensive (loss) income | (7,563) | (2,940) | (4,623) | ||
Issuance of treasury stock under stock plans | (1,503) | $ 10,110 | (11,613) | ||
Issuance of treasury stock under stock plans (in shares) | (232) | ||||
Compensation expense on share-based awards | 2,287 | 2,287 | |||
Ending balance at Jul. 02, 2022 | (456,108) | $ 0 | $ (3,107,324) | (10,602) | 2,661,818 |
Ending balance (in shares) at Jul. 02, 2022 | 122,052 | 51,691 | |||
Beginning balance at Dec. 31, 2022 | (683,815) | $ 0 | $ (3,097,304) | (5,470) | 2,418,959 |
Beginning balance (in shares) at Dec. 31, 2022 | 122,052 | 51,496 | |||
Comprehensive (loss) income | (69,910) | (2,059) | (67,851) | ||
Issuance of treasury stock under stock plans | (1,211) | $ 18,231 | (19,442) | ||
Issuance of treasury stock under stock plans (in shares) | (350) | ||||
Compensation expense on share-based awards | 5,731 | 5,731 | |||
Issuance of common stock | 32,943 | 32,943 | |||
Issuance of common stock (in shares) | 7,996 | ||||
Ending balance at Jul. 01, 2023 | (716,262) | $ 0 | $ (3,079,073) | (7,529) | 2,370,340 |
Ending balance (in shares) at Jul. 01, 2023 | 130,048 | 51,146 | |||
Beginning balance at Apr. 01, 2023 | (802,269) | $ 0 | $ (3,093,237) | (7,733) | 2,298,701 |
Beginning balance (in shares) at Apr. 01, 2023 | 122,052 | 51,418 | |||
Comprehensive (loss) income | 51,032 | 204 | 50,828 | ||
Issuance of treasury stock under stock plans | (1,031) | $ 14,164 | (15,195) | ||
Issuance of treasury stock under stock plans (in shares) | (272) | ||||
Compensation expense on share-based awards | 3,063 | 3,063 | |||
Issuance of common stock | 32,943 | 32,943 | |||
Issuance of common stock (in shares) | 7,996 | ||||
Ending balance at Jul. 01, 2023 | $ (716,262) | $ 0 | $ (3,079,073) | $ (7,529) | $ 2,370,340 |
Ending balance (in shares) at Jul. 01, 2023 | 130,048 | 51,146 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Operating activities: | ||
Net loss | $ (67,851) | $ (12,866) |
Adjustments to reconcile net loss to cash (used for) provided by operating activities: | ||
Depreciation and amortization | 24,869 | 22,792 |
Amortization of deferred financing costs and debt discount | 2,509 | 2,509 |
Impairment of franchise rights acquired and goodwill | 26,420 | |
Impairment of intangible and long-lived assets | 189 | 112 |
Share-based compensation expense | 9,613 | 6,986 |
Deferred tax benefit | (5,824) | (21,164) |
Allowance for doubtful accounts | (143) | 127 |
Reserve for inventory obsolescence | 3,153 | 2,565 |
Foreign currency exchange rate (gain) loss | (841) | 2,229 |
Changes in cash due to: | ||
Receivables | 57 | (7,499) |
Inventories | 6,886 | (4,351) |
Prepaid expenses | 10,321 | 6,864 |
Accounts payable | 3,402 | 3,211 |
Accrued liabilities | (19,536) | (1,039) |
Deferred revenue | 1,975 | 3,342 |
Other long term assets and liabilities, net | (1,265) | (2,329) |
Income taxes | 5,429 | (1,496) |
Cash (used for) provided by operating activities | (27,057) | 26,413 |
Investing activities: | ||
Capital expenditures | (1,746) | (1,066) |
Capitalized software expenditures | (17,907) | (18,019) |
Cash paid for acquisitions, net of cash acquired | (38,362) | (4,350) |
Other items, net | (8) | (20) |
Cash used for investing activities | (58,023) | (23,455) |
Financing activities: | ||
Taxes paid related to net share settlement of equity awards | (1,319) | (1,925) |
Proceeds from stock options exercised | 82 | |
Cash paid for acquisitions | (1,066) | |
Other items, net | (38) | (61) |
Cash used for financing activities | (2,341) | (1,986) |
Effect of exchange rate changes on cash and cash equivalents | 541 | (6,171) |
Net decrease in cash and cash equivalents | (86,880) | (5,199) |
Cash and cash equivalents, beginning of period | 178,326 | 153,794 |
Cash and cash equivalents, end of period | $ 91,446 | $ 148,595 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended | |
Jul. 01, 2023 shares | ||
Insider Trading Arr [Line Items] | ||
Rule10b51 Arr Adopted Flag | true | |
Non Rule 10b51 Arr Adopted Flag | false | |
Rule 10b51 Arr Trmntd Flag | true | |
Non Rule 10b51 Arr Trmntd Flag | false | |
Mtrl Terms Of Trd Arr [TextBlock] | From time to time, our directors and officers may engage in open-market transactions with respect to their Company equity holdings for diversification or other personal reasons. All such transactions by directors and officers must comply with the Company’s Amended and Restated Securities Trading Policy, which requires that such transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes the contracts, instructions or written plans for the purchase or sale of Company securities adopted or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the quarter ended July 1, 2023, that are or were, as the case may be, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No “ non-Rule 10b5–1 trading arrangements” (as defined by Item 408(c) of Regulation S-K) or other Rule 10b5-1 trading arrangements were entered into or terminated, nor were any such arrangements modified, by our directors or officers during such period. Name and Title Action and Type of Plan Date of Action Scheduled Expiration of Plan (1) Aggregate Number of Securities to be Sold or Purchased Oprah Winfrey Director Adoption of Rule 10b5-1 Plan 5/11/2023 3/10/2025 • Sell 925,780 shares • Exercise 2,687,063 stock options and sell underlying shares • Gift 157,968 shares (2) Oprah Winfrey Director Termination of Rule 10b5-1 Plan (3) 5/11/2023 12/29/2023 • Sell 916,225 shares • Exercise 1,927,608 stock options and sell underlying shares • Gift 167,493 shares (2) (1) The plan duration is or was, as the case may be, until the date listed in this column or such earlier date upon the completion of all trades under the plan or the occurrence of such other termination events as specified in the plan. (2) Reflects shares proposed to be transferred by Ms. Winfrey as a gift to The Oprah Winfrey Charitable Foundation (the “Foundation”) and sold by the Foundation. (3) This Rule 10b5-1 Plan was originally adopted on November 15, 2022 . | |
Adoption of Rule 10b5-1 Plan [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Ind Name and Title | Oprah WinfreyDirector | |
Trd Arr Action and Type of Plan | Adoption of Rule 10b5-1 Plan | |
Trd Arr Date of Action | May 11, 2023 | |
Trd Arr Scheduled Expiration of Plan | Mar. 10, 2025 | [1] |
Adoption of Rule 10b5-1 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Securities Agg Avail Amt | 2,687,063 | |
Termination of Rule 10b5-1 Plan [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Ind Name and Title | Oprah WinfreyDirector | |
Trd Arr Action and Type of Plan | Termination of Rule 10b5-1 Plan(3) | [2] |
Trd Arr Date of Action | May 11, 2023 | |
Trd Arr Scheduled Expiration of Plan | Dec. 29, 2023 | [1] |
Termination of Rule 10b5-1 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Securities Agg Avail Amt | 1,927,608 | |
Oprah Winfrey Director [Member] | Adoption of Rule 10b5-1 Plan [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Securities Agg Avail Amt | 925,780 | |
Oprah Winfrey Director [Member] | Termination of Rule 10b5-1 Plan [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Securities Agg Avail Amt | 916,225 | |
Foundation [Member] | Adoption of Rule 10b5-1 Plan [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Securities Agg Avail Amt | 157,968 | [3] |
Foundation [Member] | Termination of Rule 10b5-1 Plan [Member] | ||
Insider Trading Arr [Line Items] | ||
Trd Arr Securities Agg Avail Amt | 167,493 | [3] |
[1] The plan duration is or was, as the case may be, until the date listed in this column or such earlier date upon the completion of all trades under the plan or the occurrence of such other termination events as specified in the plan. This Rule 10b5-1 Plan was originally adopted on November 15, 2022 Reflects shares proposed to be transferred by Ms. Winfrey as a gift to The Oprah Winfrey Charitable Foundation (the “Foundation”) and sold by the Foundation. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying consolidated financial statements include the accounts of WW International, Inc., all of its subsidiaries and the variable interest entities of which WW International, Inc. is the primary beneficiary (as discussed below). The terms “Company” and “WW” as used throughout these notes are used to indicate WW International, Inc. and all of its operations consolidated for purposes of its financial statements. The Company’s “Digital” business refers to providing subscriptions to the Company’s digital product offerings, which formerly included Digital 360 (as applicable). The Company’s “Workshops + Digital” business refers to providing unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings to commitment plan subscribers, including former Digital 360 members (as applicable). It also formerly included the provision of access to workshops for members who did not subscribe to commitment plans, which included the Company’s “pay-as-you-go” members. The Company’s “Clinical” business refers to providing subscriptions to the Company’s clinical product offerings included in its Sequence (as defined below) program. In the second quarter of fiscal 2022, the Company ceased offering its Digital 360 product. More than a majority of associated members were transitioned from the Company’s Digital business to its Workshops + Digital business during the second quarter of fiscal 2022, with a de minimis number transitioning during the beginning of the third quarter of fiscal 2022. The cessation of this product offering and these transitions of former Digital 360 members at the then-current pricing for such product impacted the number of End of Period Subscribers in each business as well as the associated Paid Weeks and Revenues for each business. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include amounts that are based on management’s best estimates and judgments. While all available information has been considered, actual amounts could differ from those estimates. These assumptions and estimates may change as new events occur and additional information is obtained, and such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity. The consolidated financial statements include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s operating results for any interim period are not necessarily indicative of future or annual results. The consolidated financial statements are unaudited and, accordingly, they do not include all of the information necessary for a comprehensive presentation of results of operations, financial position and cash flow activity required by GAAP for complete financial statements but, in the opinion of management, reflect all adjustments including those of a normal recurring nature necessary for a fair statement of the interim results presented. The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available information. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, such entity is consolidated in the Company’s consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The Company operates certain clinical telehealth groups which are deemed to be Friendly-Physician Entities (“FPEs”) and due to legal requirements, the physician-owners must retain 100 % of the equity interest. The Company’s agreements with FPEs generally consist of both an Administrative Service Agreement, which provide for various administrative and management services to be provided by the Company to the FPE, and Stock Transfer Restriction (“STR”) agreements with the physician-owners of the FPEs, which provide for the transition of ownership interest of the FPEs under certain conditions. The Company has the right to receive income as an ongoing management fee, which effectively absorbs all of the residual interests and can also provide financial support through loans to the FPEs. The Company has exclusive responsibility for the provision of all nonmedical services including technology and intellectual property required for the day-to-day operation and management of each of the FPEs. In addition, the STR provides that the Company has the right to designate a person(s) to purchase the equity interest of the FPE for a nominal amount in the event of a succession event at the Company’s discretion. Based on the provisions of these agreements, the Company determined that the FPEs are VIEs due to its equity holder having insufficient capital at risk, and the Company has a variable interest in the FPEs. The contractual arrangements described above allow Sequence to direct the activities that most significantly affect the economic performance of the FPEs. Accordingly, Sequence is the primary ben eficiary of the FPEs and consolidates the FPEs under the VIE model. Furthermore, as a direct result of nominal initial equity contributions by the physicians, the financial support the Company can provide to the FPEs (e.g., loans) and the provisions of the contractual arrangements and nominee shareholder succession arrangements described above, the interests held by noncontrolling interest holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the FPEs. Therefore, all income and expenses recognized by the FPEs are consolidated by the Company. The Company does not hold interests in any VIEs for which the Company is not deemed to be the primary beneficiary. In the second quarter of fiscal 2022, the Company identified and recorded out-of-period adjustments related to income tax errors resulting primarily from the reversal of (i) a basis difference related to goodwill and other intangibles and (ii) a U.S. federal income tax receivable that should have been adjusted in prior fiscal years. The impact of correcting these errors, which was immaterial to prior period financial statements and corrected in the second quarter of fiscal 2022, resulted in an income tax benefit of $ 2,150 and decreased net loss by $ 2,150 for the three and six months ended July 2, 2022. With respect to the Company’s previously announced change in segment reporting, segment data for the three and six months ended July 2, 2022 has been updated to reflect the new reportable segment structure. See Notes 4 and 14 for disclosures related to segments. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal 2022 filed on March 6, 2023, which includes additional information about the Company, its results of operations, its financial position and its cash flows. |
Accounting Standards Adopted in
Accounting Standards Adopted in Current Year | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Changes And Error Corrections [Abstract] | |
Accounting Standards Adopted in Current Year | 2. Accounting Standards Adopted in Current Year There were no new accounting standards adopted during the six months ended July 1, 2023 . |
Leases
Leases | 6 Months Ended |
Jul. 01, 2023 | |
Leases [Abstract] | |
Leases | 3. Leases At July 1, 2023 and December 31, 2022, the Company’s lease assets and lease liabilities, primarily for its studios and corporate offices, were as follows: July 1, 2023 December 31, 2022 Assets: Operating leases $ 58,019 $ 75,696 Finance leases 16 54 Total lease assets $ 58,035 $ 75,750 Liabilities: Current Operating leases $ 9,949 $ 17,955 Finance leases 14 31 Noncurrent Operating leases 58,867 68,099 Finance leases 1 7 Total lease liabilities $ 68,831 $ 86,092 For the three and six months ended July 1, 2023 and July 2, 2022, the components of the Company’s lease expense were as follows: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Operating lease cost: Fixed lease cost $ 5,958 $ 7,791 $ 13,111 $ 15,903 Lease termination (benefit) cost ( 169 ) 2,220 12,050 2,100 Variable lease cost 15 6 31 13 Total operating lease cost $ 5,804 $ 10,017 $ 25,192 $ 18,016 Finance lease cost: Amortization of leased assets 12 26 $ 38 $ 61 Interest on lease liabilities 0 1 0 2 Total finance lease cost $ 12 $ 27 $ 38 $ 63 Total lease cost $ 5,816 $ 10,044 $ 25,230 $ 18,079 As previously disclosed, i n conjunction with the continued rationalization of its real estate portfolio, the Company entered into subleases with commencement dates in the first quarter of fiscal 2023. The Company recorded $ 903 and $ 1,524 of sublease income for the three and six months ended July 1, 2023, respectively, as an offset to general and administrative expenses. At July 1, 2023 and December 31, 2022, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: July 1, 2023 December 31, 2022 Weighted Average Remaining Lease Term (years) Operating leases 7.53 6.90 Finance leases 0.83 1.00 Weighted Average Discount Rate Operating leases 7.41 7.03 Finance leases 3.84 3.52 The Company’s leases have remaining lease terms of 0 to 9 years with a weighted average lease term of 7.53 years as of July 1, 2023. At July 1, 2023, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows: Operating Finance Total Remainder of fiscal 2023 $ 6,840 $ 9 $ 6,849 Fiscal 2024 15,235 7 15,242 Fiscal 2025 12,899 — 12,899 Fiscal 2026 9,905 — 9,905 Fiscal 2027 9,469 — 9,469 Fiscal 2028 9,213 — 9,213 Thereafter 26,931 — 26,931 Total lease payments $ 90,492 $ 16 $ 90,508 Less imputed interest 21,676 1 21,677 Present value of lease liabilities $ 68,816 $ 15 $ 68,831 Supplemental cash flow information related to leases for the six months ended July 1, 2023 and July 2, 2022 were as follows: Six Months Ended July 1, July 2, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 13,507 $ 16,733 Operating cash flows from finance leases $ 0 $ 2 Financing cash flows from finance leases $ 38 $ 61 Lease assets (modified) obtained in exchange for (modified) new operating lease liabilities $ ( 7,287 ) $ 6,909 Lease assets obtained in exchange for new finance lease liabilities $ — $ 44 |
Revenue
Revenue | 6 Months Ended |
Jul. 01, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 4. Revenue Revenues are recognized when control of the promised services or goods is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services or goods. The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Digital Subscription Revenues $ 147,381 $ 174,219 $ 296,725 $ 365,701 Workshops + Digital Fees 57,167 66,172 118,855 131,675 Clinical Subscription Revenues 7,592 — 7,592 — Subscription Revenues, net $ 212,140 $ 240,391 $ 423,172 $ 497,376 Product sales and other, net 14,690 29,063 45,552 69,838 Revenues, net $ 226,830 $ 269,454 $ 468,724 $ 567,214 Segment information for the three and six months ended July 2, 2022 presented below has been updated to reflect the new reportable segment structure. The following tables present the Company’s revenues disaggregated by revenue source and segment: Three Months Ended July 1, 2023 North America International Total Digital Subscription Revenues $ 95,446 $ 51,935 $ 147,381 Workshops + Digital Fees 46,290 10,877 57,167 Clinical Subscription Revenues 7,592 — 7,592 Subscription Revenues, net $ 149,328 $ 62,812 $ 212,140 Product sales and other, net 12,860 1,830 14,690 Revenues, net $ 162,188 $ 64,642 $ 226,830 Three Months Ended July 2, 2022 North America International Total Digital Subscription Revenues $ 114,435 $ 59,784 $ 174,219 Workshops + Digital Fees 52,464 13,708 66,172 Subscription Revenues, net $ 166,899 $ 73,492 $ 240,391 Product sales and other, net 21,476 7,587 29,063 Revenues, net $ 188,375 $ 81,079 $ 269,454 Six Months Ended July 1, 2023 North America International Total Digital Subscription Revenues $ 193,218 $ 103,507 $ 296,725 Workshops + Digital Fees 95,772 23,083 118,855 Clinical Subscription Revenues 7,592 — 7,592 Subscription Revenues, net $ 296,582 $ 126,590 $ 423,172 Product sales and other, net 36,631 8,921 45,552 Revenues, net $ 333,213 $ 135,511 $ 468,724 Six Months Ended July 2, 2022 North America International Total Digital Subscription Revenues $ 239,754 $ 125,947 $ 365,701 Workshops + Digital Fees 103,444 28,231 131,675 Subscription Revenues, net $ 343,198 $ 154,178 $ 497,376 Product sales and other, net 49,857 19,981 69,838 Revenues, net $ 393,055 $ 174,159 $ 567,214 Information about Contract Balances For Subscription Revenues, the Company can collect payment in advance of providing services. Any amounts collected in advance of services being provided are recorded in deferred revenue. In the case where amounts are not collected, but the service has been provided and the revenue has been recognized, the amounts are recorded in accounts receivable. The opening and ending balances of the Company’s deferred revenues were as follows: Deferred Deferred Revenue Revenue-Long Term Balance as of December 31, 2022 $ 32,156 $ 360 Net increase (decrease) during the period 3,549 ( 110 ) Balance as of July 1, 2023 $ 35,705 $ 250 Balance as of January 1, 2022 $ 45,855 $ 28 Net increase during the period 1,782 28 Balance as of July 2, 2022 $ 47,637 $ 56 Revenue recognized from amounts included in current deferred revenue as of December 31, 2022 was $ 31,096 for the six months ended July 1, 2023 . Revenue recognized from amounts included in current deferred revenue as of January 1, 2022 was $ 43,372 for the six months ended July 2, 2022 . The Company’s long-term deferred revenue, which is included in other liabilities on the Company’s consolidated balance sheet, represents revenue that will not be recognized during the next fiscal year and is generally related to upfront payments received as an inducement for entering into certain sales-based royalty agreements with third party licensees. This revenue is amortized on a straight-line basis over the term of the applicable agreement. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 01, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions Acquisition of Sequence On April 10, 2023 (the “Closing Date”), the Company completed its previously announced acquisition of Weekend Health, Inc., doing business as Sequence, a Delaware corporation (“Sequence”), subject to the terms and conditions set forth in the Agreement and Plan of Merger, dated as of March 4, 2023, by and among the Company, Well Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, Sequence, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Equityholders’ Representative (as defined therein) for Sequence (the “Merger Agreement”), pursuant to which Sequence continued as a wholly-owned subsidiary of the Company (the “Acquisition”). Sequence provides a technology powered care platform and mobile web application through its subscription based service, which includes a comprehensive weight management program, pharmacotherapy treatment, nutrition plans, health insurance coordination services, and access to clinicians, dietitians, fitness coaches and care coordinators. As consideration for the Acquisition, the Company agreed to pay an aggregate amount equal to $ 132,000 , subject to the adjustments set forth in the Merger Agreement (the “Merger Consideration”). Subject to the terms and conditions of the Merger Agreement, the Merger Consideration has been paid, or is payable, as follows: (i) approximately $ 64,217 in cash (inclusive of approximately $ 25,800 of cash on the balance sheet of Sequence) and approximately $ 34,702 in the form of approximately 7,996 newly issued shares of Company common stock (valued at $ 4.34 per share), in each case, paid on or payable following the Closing Date, (ii) $ 16,000 in cash to be paid on April 10, 2024, and (iii) $ 16,000 in cash to be paid on April 10, 2025, in each case, subject to the adjustments and deductions set forth in the Merger Agreement. The following table shows the purchase price allocation for Sequence to the acquired identifiable assets, liabilities assumed and goodwill: Total consideration: Cash paid at closing $ 64,217 Cash to be paid on April 10, 2024 16,000 Cash to be paid on April 10, 2025 (1) 12,420 Total cash payments $ 92,637 Less stock-based compensation expense attributable to post combination vesting ( 3,882 ) Common shares issued 7,996 Stock price as of April 10, 2023 (2) $ 4.12 Total stock issuance purchase price 32,943 Aggregated merger consideration $ 121,698 Assets acquired: Cash $ 25,776 Prepaid expenses and other current assets 2,220 Property, plant and equipment 34 Intangible assets 7,768 Total assets acquired 35,798 Liabilities assumed: Accounts payable $ 70 Accrued liabilities 14 Deferred revenue 1,300 Deferred tax liability 1,906 Total liabilities assumed 3,290 Net assets acquired 32,508 Total goodwill $ 89,190 (1) Reflects $ 16,000 of cash payable on April 10, 2025 as Merger Consideration discounted using the Company's weighted average cost of debt. (2) Represents the fair value of the shares transferred to the sellers, based on the number of shares to be issued, 7,996 , multiplied by the closing price of the Company's ordinary shares on April 10, 2023 of $ 4.12 per share. The acquisition has been accounted for under the purchase method of accounting. The acquisition resulted in goodwill related to, among other things, expected synergies in operations. The goodwill will not be deductible for tax purposes. The results of operations of Sequence have been included in the consolidated operating results of the Company from the Closing Date. The Company incurred transaction-related costs of $ 4,886 and $ 8,605 for the three and six months ended July 1, 2023, respectively. These costs were associated with legal and professional services and were recognized as operating expenses on the consolidated statements of operations. The Company’s consolidated statements of operations for both the three and six months ended July 1, 2023 included total revenue of $ 7,592 and net loss of $ 1,630 from Sequence. Acquisitions of Franchisees On February 18, 2022, the Company acquired the entire issued share capital of its Republic of Ireland franchisee, Denross Limited, and its Northern Ireland franchisee, Checkweight Limited, as follows: (a) The Company acquired the entire issued share capital of Denross Limited for a purchase price of $ 4,500 . Payment was in the form of cash paid on December 21, 2021 ($ 650 ), cash paid on February 18, 2022 ($ 3,100 ) and cash in reserves ($ 750 ), of which $ 375 was paid on February 17, 2023. The total purchase price was allocated to goodwill ($ 4,645 ), deferred tax asset ($ 496 ) fully offset by a tax valuation allowance ($ 496 ), assumed liabilities ($ 166 ), customer relationship value ($ 14 ), cash ($ 4 ) and other receivables ($ 3 ). The goodwill will not be deductible for tax purposes; and (b) The Company acquired the entire issued share capital of Checkweight Limited for a purchase price of $ 1,500 . Payment was in the form of cash ($ 1,250 ) and cash in reserves ($ 250 ), of which $ 125 was paid on February 17, 2023. The total purchase price was allocated to goodwill ($ 1,291 ), franchise rights acquired ($ 240 ), assumed liabilities ($ 56 ), customer relationship value ($ 17 ), deferred tax asset ($ 5 ) fully offset by a tax valuation allowance ($ 5 ), cash ($ 4 ) and other receivables ($ 4 ). The goodwill will not be deductible for tax purposes. These acquisitions have been accounted for under the purchase method of accounting and, accordingly, earnings of the acquired franchises have been included in the consolidated operating results of the Company since the date of acquisition. |
Franchise Rights Acquired, Good
Franchise Rights Acquired, Goodwill and Other Intangible Assets | 6 Months Ended |
Jul. 01, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Franchise Rights Acquired, Goodwill and Other Intangible Assets | 6. Franchise Rights Acquired, Goodwill and Other Intangible Assets Franchise rights acquired are due to acquisitions of the Company’s franchised territories as well as the acquisition of franchise promotion agreements and other factors associated with the acquired franchise territories. For the six months ended July 1, 2023, the change in the carrying value of franchise rights acquired was due to the effect of exchange rate changes. Goodwill primarily relates to the acquisition of the Company by The Kraft Heinz Company (successor to H.J. Heinz Company) in 1978, and the Company’s acquisitions of WW.com, LLC (formerly known as WW.com, Inc. and WeightWatchers.com, Inc.) in 2005, Sequence in 2023 and the Company’s franchised territories. See Note 5 for additional information about acquisitions by the Company. For the six months ended July 1, 2023, the change in the carrying amount of goodwill was due to the acquisition of Sequence and the effect of exchange rate changes as follows: North America International Total Balance as of January 1, 2022 $ 147,530 $ 9,844 $ 157,374 Goodwill acquired during the period — 5,936 5,936 Goodwill impairment ( 1,101 ) ( 2,023 ) ( 3,124 ) Effect of exchange rate changes ( 2,862 ) ( 1,326 ) ( 4,188 ) Balance as of December 31, 2022 $ 143,567 $ 12,431 $ 155,998 Goodwill acquired during the period 89,190 — 89,190 Effect of exchange rate changes 916 104 1,020 Balance as of July 1, 2023 $ 233,673 $ 12,535 $ 246,208 Franchise Rights Acquired Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year . Indefinite-lived franchise rights acquired are tested for potential impairment on at least an annual basis or more often if events so require. In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to the Company’s Workshops + Digital business and a relief from royalty methodology for franchise rights related to the Company’s Digital business. The aggregate estimated fair value for these franchise rights is then compared to the carrying value of the unit of account for these rights. The Company has determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Workshops + Digital business and the Digital business in the country in which the applicable acquisition occurred. The net book values of these franchise rights in the United States, Australia, United Kingdom and New Zealand as of the July 1, 2023 balance sheet date were $ 374,353 , $ 4,137 , $ 2,799 and $ 2,350 , respectively. In its hypothetical start-up approach analysis for fiscal 2023, the Company assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, the Company estimated future cash flows for the Workshops + Digital business in each country based on assumptions regarding revenue growth and operating income margins. In the Company’s relief from royalty approach analysis for fiscal 2023, the cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms. The cash flows for the Workshops + Digital and the Digital businesses were discounted utilizing rates which were calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt. Goodwill In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. Excluding the goodwill associated with the acquisition of Sequence, the Company has determined the appropriate reporting unit for purposes of assessing annual impairment to be the country for all reporting units. The net book values of goodwill, excluding the acquisition of Sequence, in the United States, Canada and other countries as of the July 1, 2023 balance sheet date were $ 104,020 , $ 40,463 and $ 12,535 , respectively . In performing the impairment analysis for goodwill, for all of the Company’s reporting units, the Company estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to that country and then applied expected future operating income growth rates for such country. The Company utilized operating income as the basis for measuring its potential growth because it believes it is the best indicator of the performance of its business. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted-average cost of capital, which included the cost of equity and the cost of debt. Indefinite-Lived Franchise Rights Acquired and Goodwill Annual Impairment Test The Company reviews indefinite-lived intangible assets, including franchise rights acquired with indefinite lives, and goodwill for potential impairment on at least an annual basis or more often if events so require. The Company performed its annual fair value impairment testing as of May 7, 2023 and May 8, 2022, each the first day of fiscal May, on its indefinite-lived intangible assets and goodwill. In performing its annual impairment analysis as of May 7, 2023, the Company determined that the carrying amounts of its franchise rights acquired with indefinite-lived units of account and goodwill reporting units did not exceed their respective fair values and, therefore, no impairment existed. In perf orming its annual impairment analysis as of May 8, 2022, the Company determined that (i) the carrying amounts of its Canada and New Zealand franchise rights acquired with indefinite-lived units of account exceeded their respective fair values and, as a result, the Company recorded impairment charges for its Canada and New Zealand units of account of $ 24,485 and $ 834 , respectively, in the second quarter of fiscal 2022; and (ii) the carrying amounts of all of its other franchise rights acquired with indefinite-lived units of account did not exceed their respective fair values and, therefore, no impairment existed with respect thereto. In performing its annual impairment analysis as of May 8, 2022, the Company determined that the carrying amounts of its goodwill reporting units did not exceed their respective fair values and, therefore, no impairment existed. Based on the results of the Company’s May 7, 2023 annual franchise rights acquired impairment analysis performed for all of its units of account, all units, except for New Zealand, had an estimated fair value at least 70 % higher than the respective unit’s carrying amount. Collectively, these units of account represented 99.4 % of the Company’s franchise rights acquired as of the July 1, 2023 balance sheet date. Based on the results of the Company’s May 7, 2023 annual franchise rights acquired impairment analysis performed for its New Zealand unit of account, which held 0.6 % of the Company’s franchise rights acquired as of the July 1, 2023 balance sheet date, the estimated fair value of this unit of account exceeded its carrying value by approximately 20 %. Accordingly, a change in the underlying assumptions for the New Zealand unit of account may change the results of the impairment assessment and, as such, could result in an impairment of the franchise rights acquired related to the New Zealand, for which the net book value was $ 2,350 as of July 1, 2023. In performing the annual franchise rights acquired impairment analysis for fiscal 2023, in the Company’s hypothetical start-up approach analysis, for the year of maturity, it assumed Workshops + Digital revenue (comprised of Workshops + Digital Fees and revenues from products sold to members in studios) growth of ( 37.1 %) to ( 18.4 %) in the year of maturity from fiscal 2022, in each case, earned in the applicable country and assumed cumulative annual revenue growth rates for the years beyond the year of maturity of 2.8 %. For the year of maturity and beyond, the Company assumed operating income margin rates of ( 6.4 %) to 12.7 %. I n the Company’s relief from royalty approach, it assumed Digital revenue growth in each country of ( 14.8 %) to 7.5 % for fiscal 2023. Based on the results of the Company’s May 7, 2023 annual goodwill impairment analysis performed for all of its reporting units, all units, except for the Republic of Ireland, had an estimated fair value at least 120 % higher than the respective unit’s carrying amount. Collectively, these reporting units represented 99.0 % of the Company’s goodwill as of the July 1, 2023 balance sheet date. Based on the results of the Company’s May 7, 2023 annual goodwill impairment analysis performed for its Republic of Ireland reporting unit, which held 1.0 % of the Company’s goodwill as of the July 1, 2023 balance sheet date, the estimated fair value of this reporting unit exceeded its carrying value by approximately 55 %. Accordingly, a change in the underlying assumptions for the Republic of Ireland may change the results of the impairment assessment and, as such, could result in an impairment of the goodwill related to the Republic of Ireland, for which the net book value was $ 2,381 as of July 1, 2023. The following are the more significant assumptions utilized in the Company's annual goodwill impairment analyses for fiscal 2023 and fiscal 2022: Fiscal 2023 Fiscal 2022 Debt-Free Cumulative Annual Cash Flow Growth Rate 3.9 % to 24.9 % 1.2 % to 20.6 % Discount Rate 10.8 % 9.6 % Kurbo Goodwill Impairment On August 10, 2018, the Company acquired substantially all of the assets of Kurbo Health, Inc., a family-based healthy lifestyle coaching program, for a net purchase price of $ 3,063 , of which $ 1,101 was allocated to goodwill. The goodwill was deductible annually for tax purposes. The Company determined in the second quarter of fiscal 2022 to exit the Kurbo business in the third quarter of fiscal 2022 as part of its strategic plan. As a result of this determination, the Company recorded an impairment charge of $ 1,101 in the second quarter of fiscal 2022, which comprised the entire goodwill balance for Kurbo. Finite-lived Intangible Assets The carrying values of finite-lived intangible assets as of July 1, 2023 and December 31, 2022 were as follows: July 1, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Capitalized software costs $ 109,044 $ 99,369 $ 107,229 $ 94,375 Website development costs 157,812 104,186 133,818 91,482 Trademarks 12,175 11,968 12,162 11,882 Other 13,980 6,397 13,961 6,125 Trademarks and other intangible assets $ 293,011 $ 221,920 $ 267,170 $ 203,864 Franchise rights acquired 8,266 5,350 8,164 5,101 Total finite-lived intangible assets $ 301,277 $ 227,270 $ 275,334 $ 208,965 Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $ 10,443 and $ 18,962 for the three and six months ended July 1, 2023, respectively. Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $ 8,761 and $ 16,935 for the three and six months ended July 2, 2022, respectively. Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter is as follows: Remainder of fiscal 2023 $ 20,896 Fiscal 2024 $ 26,108 Fiscal 2025 $ 15,626 Fiscal 2026 $ 3,481 Fiscal 2027 $ 725 Fiscal 2028 $ 357 Thereafter $ 6,814 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt The components of the Company’s long-term debt were as follows: July 1, 2023 December 31, 2022 Principal Unamortized Unamortized Effective (1) Principal Unamortized Unamortized Effective (1) Revolving Credit Facility due $ — $ — $ — 0.00 % $ — $ — $ — 0.00 % Term Loan Facility due 945,000 5,266 10,915 8.80 % 945,000 5,821 12,064 5.85 % Senior Secured Notes due 500,000 4,445 — 4.65 % 500,000 4,831 — 4.70 % Total $ 1,445,000 $ 9,711 $ 10,915 7.35 % $ 1,445,000 $ 10,652 $ 12,064 5.45 % Less: Current portion — — Unamortized deferred 9,711 10,652 Unamortized debt discount 10,915 12,064 Total long-term debt $ 1,424,374 $ 1,422,284 (1) Includes amortization of deferred financing costs and debt discount. On April 13, 2021, the Company (1) repaid in full approximately $ 1,189,750 in aggregate principal amount of senior secured tranche B term loans due in 2024 under its then-existing credit facilities and (2) redeemed all of the $ 300,000 in aggregate principal amount of its then-outstanding 8.625 % Senior Notes due in 2025 (the “Discharged Senior Notes”). On April 13, 2021, the Company’s then-existing credit facilities included a senior secured revolving credit facility (which included borrowing capacity available for letters of credit) due in 2022 with $ 175,000 in an aggregate principal amount of commitments. There were no outstanding borrowings under such revolving credit facility on that date. The Company funded such repayment of loans and redemption of notes with cash on hand as well as with proceeds received from approximately $ 1,000,000 in an aggregate principal amount of borrowings under its new credit facilities (as amended from time to time, the “Credit Facilities”) and proceeds received from the issuance of $ 500,000 in aggregate principal amount of 4.500 % Senior Secured Notes due 2029 (the “Senior Secured Notes”), each as described below. These transactions are collectively referred to herein as the “April 2021 debt refinancing”. During the second quarter of fiscal 2021, the Company incurred fees of $ 37,910 (which included $ 12,939 of a prepayment penalty on the Discharged Senior Notes and $ 5,000 of a debt discount on its Term Loan Facility (as defined below)) in connection with the April 2021 debt refinancing. In addition, the Company recorded a loss on early extinguishment of debt of $ 29,169 in connection thereto. This early extinguishment of debt charge was comprised of $ 12,939 of a prepayment penalty on the Discharged Senior Notes, $ 9,017 of financing fees paid in connection with the April 2021 debt refinancing and the write-off of $ 7,213 of pre-existing deferred financing fees and debt discount. Credit Facilities The Credit Facilities were issued under a credit agreement, dated April 13, 2021 (as amended from time to time, the “Credit Agreement”), among the Company, as borrower, the lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent and an issuing bank. The Credit Facilities consist of (1) $ 1,000,000 in aggregate principal amount of senior secured tranche B term loans due in 2028 (the “Term Loan Facility”) and (2) $ 175,000 in an aggregate principal amount of commitments under a senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2026 (the “Revolving Credit Facility”). In December 2021, the Company made voluntary prepayments at par in an aggregate amount of $ 52,500 in respect of its outstanding term loans under the Term Loan Facility. As a result of these prepayments, the Company wrote off a debt discount and deferred financing fees of $ 1,183 in the aggregate in the fourth quarter of fiscal 2021. As of July 1, 2023, the Company had $ 945,000 in an aggregate principal amount of loans outstanding under the Credit Facilities, w ith $ 173,921 of availability and $ 1,079 in issued but undrawn letters of credit outstanding under the Revolving Credit Facility subject to its terms and conditions as discussed below. There were no outst anding borrowings under the Revolving Credit Facility as of July 1, 2023. All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material domestic restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including: • a pledge of 100 % of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65 % of the voting stock of such first-tier non-U.S. subsidiary), subject to certain exceptions; and • a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions. The Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with: • 50 % (which percentage will be reduced to 25 % and 0 % if the Company attains certain first lien secured net leverage ratios) of the Company’s annual excess cash flow; • 100 % of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100 % of such proceeds, subject to certain qualifications; and • 100 % of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement. The foregoing mandatory prepayments will be used to reduce the installments of principal on the Term Loan Facility. The Company may voluntarily repay outstanding loans under the Credit Facilities at any time without penalty, except for customary “breakage” costs with respect to Term SOFR loans under the Credit Facilities. In June 2023, in connection with the planned phase-out of LIBOR, the Company amended its Credit Facilities to replace LIBOR with Term SOFR as the benchmark rate under the Credit Agreement, which will be calculated to include a credit spread adjustment of 0.11448 %, 0.26161 %, 0.42826 %, or 0.71513 % for 1, 3, 6, or 12 months period, respectively, in addition to the Term SOFR Screen Rate (as defined in the Credit Agreement) and the margin (which was not amended). Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00 %; provided that such rate is not lower than a floor of 1.50 % or (2) an applicable margin plus a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that Term SOFR is not lower than a floor of 0.50 %. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00 %; provided that such rate is not lower than a floor of 1.00 % or (2) a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided such rate is not lower than a floor of zero . As of July 1, 2023, the applicable margins for the Term SOFR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 3.50 % and 2.75 %, res pectively. On a quarterly basis, the Company pays a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon the Company’s Consolidated First Lien Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt, amendments of material agreements governing subordinated indebtedness, changes to lines of business and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default. The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, if the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility as of any fiscal quarter end exceeds 35 % of the amount of the aggregate commitments under the Revolving Credit Facility in effect on such date, the Company must be in compliance with a Consolidated First Lien Leverage Ratio of 5.50 :1.00 for the period ending after the first fiscal quarter of 2023 through and including the first fiscal quarter of 2024, with a step down to 5.25 :1.00 for the period ending after the first fiscal quarter of 2024 through and including the first fiscal quarter of 2025, and an additional step down to 5.00 :1.00 for the period following the first fiscal quarter of 2025. As of July 1, 2023, the Company’s actual Consolidated First Lien Leverage Ratio was 7.48 : 1.00 and there were no borrowings under its Revolving Credit Facility and total letters of credit issued were $ 1,079 . The Company was not in compliance with the Consolidated First Lien Leverage Ratio as of July 1, 2023 , and as a result, the Company is limited to borrowing no more than 35 %, or $ 61,250 , of the amount of the aggregate commitments under the Revolving Credit Facility as of each fiscal quarter end until the Company complies with the applicable ratio. Senior Secured Notes The Senior Secured Notes were issued pursuant to an Indenture, dated as of April 13, 2021 (as amended, supplemented or modified from time to time, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent. The Indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions. The Senior Secured Notes accrue interest at a rate per annum equal to 4.500 % and will mature on April 15, 2029 . Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. On or after April 15, 2024 , the Company may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to 102.250 % of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 101.125 % on or after April 15, 2025 and to 100.000 % on or after April 15, 2026 . Prior to April 15, 2024, the Company may on any one or more occasions redeem up to 40 % of the aggregate principal amount of the Senior Secured Notes with an amount not to exceed the net proceeds of certain equity offerings at 104.500 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to April 15, 2024, the Company may redeem some or all of the Senior Secured Notes at a make-whole price plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, during any twelve-month period ending prior to April 15, 2024, the Company may redeem up to 10 % of the aggregate principal amount of the Senior Secured Notes at a purchase price equal to 103.000 % of the principal amount of the Senior Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a change of control occurs, the Company must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 101 % of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. Following the sale of certain assets and subject to certain conditions, the Company must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 100 % of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The Senior Secured Notes are guaranteed on a senior secured basis by the Company’s subsidiaries that guarantee the Credit Facilities. The Senior Secured Notes and the note guarantees are secured by a first-priority lien on all the collateral that secures the Credit Facilities, subject to a shared lien of equal priority with the Company’s and each guarantor’s obligations under the Credit Facilities and subject to certain thresholds, exceptions and permitted liens. Outstanding Debt At July 1, 2023, the Company had $ 1,445,000 outstanding under the Credit Facilities and the Senior Secured Notes, consisting of borrowings under the Term Loan Facility of $ 945,000 , $ 0 drawn down on the Revolving Credit Facility and $ 500,000 in aggregate principal amount of Senior Secured Notes issued and outstanding. At July 1, 2023 and December 31, 2022, the Company’s debt consisted of both fixed and variable-rate instruments. Interest rate swaps were entered into to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. See Note 11 for information on the Company’s interest rate swaps. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, exclusive of the impact of the swaps then in effect, was approximately 7.35 % and 5.45 % per annum at July 1, 2023 and December 31, 2022, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, including the impact of the swaps then in effect, was approximately 6.37 % and 5.50 % per annum at July 1, 2023 and December 31, 2022, respectively, based on interest rates on these dates. |
Per Share Data
Per Share Data | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Per Share Data | 8. Per Share Data Basic earnings (net loss) per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted earnings (net loss) per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented adjusted for the effect of dilutive common stock equivalents. The following table sets forth the computation of basic and diluted earnings (net loss) per share: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Numerator: Net income (loss) $ 50,828 $ ( 4,623 ) $ ( 67,851 ) $ ( 12,866 ) Denominator: Weighted average shares of common stock outstanding 78,007 70,305 74,302 70,195 Effect of dilutive common stock equivalents 584 — — — Weighted average diluted common shares outstanding 78,591 70,305 74,302 70,195 Earnings (net loss) per share Basic $ 0.65 $ ( 0.07 ) $ ( 0.91 ) $ ( 0.18 ) Diluted $ 0.65 $ ( 0.07 ) $ ( 0.91 ) $ ( 0.18 ) The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted earnings (net loss) per share was 9,068 and 8,732 for the three months ended July 1, 2023 and July 2, 2022 , respectively. The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted net loss per share was 9,485 and 7,848 for the six months ended July 1, 2023 and July 2, 2022 , respectively. |
Taxes
Taxes | 6 Months Ended |
Jul. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Taxes | 9. Taxes Income Taxes The Company’s effective tax rates for the three and six months ended July 1, 2023 were ( 1,740.0 %) and ( 40.4 %) , respectively, compared to 38.4 % and 26.7 % for the three and six months ended July 2, 2022, respectively. The effective tax rate for interim periods is determined using an annual effective tax rate, adjusted for discrete items. In fiscal 2023, the Company was required to increase the valuation allowance recorded against U.S. deferred tax assets as a result of the limitation on interest deductions in the U.S. The forecasted full-year tax expense, which included the increase in valuation allowance, in relation to the Company’s forecasted full-year pretax loss (albeit minimal), drove an unusually high negative annual effective tax rate. Applying this negative annual effective tax rate to the pretax loss for the six months ended July 1, 2023 resulted in an income tax expense of $ 19,515 . This tax charge resulted in an income tax benefit of $ 48,066 for the three months ended July 1, 2023 , since an income tax expense of $ 67,580 was recorded for the three months ended April 1, 2023. For the six months ended July 1, 2023, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to the valuation allowance noted above. In addition, the effective tax rate was impacted by tax expense from income earned in foreign jurisdictions, partially offset by a tax benefit related to foreign-derived intangible income (“FDII”). For the six months ended July 2, 2022, the tax benefit was primarily driven by a tax benefit recorded for out-of-period income tax adjustments, which was partially offset by tax expense related to tax shortfalls from stock compensation. For the six months ended July 2, 2022, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to tax benefits related to FDII and out-of-period income tax adjustments, partially offset by state income tax expense, tax expense from income earned in foreign jurisdictions and tax expense related to tax shortfalls from stock compensation. Non-Income Tax Matters The Internal Revenue Service (the “IRS”) notified the Company of certain penalties assessed related to the annual disclosure and reporting requirements of the Affordable Care Act. The Company is in the process of appealing this determination and does not believe it has any liability with respect to this matter. Until the appeals process is complete, the IRS will maintain a federal tax lien which is currently limited to certain IRS refunds due to the Company. |
Legal
Legal | 6 Months Ended |
Jul. 01, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal | 10. Legal Due to the nature of the Company’s activities, it is, at times, subject to pending and threatened legal actions that arise out of the ordinary course of business. In the opinion of management, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that the Company’s results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 6 Months Ended |
Jul. 01, 2023 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging | 11. Derivative Instruments and Hedging In June 2023, the Company amended the terms of its interest rate swap agreements to implement a forward-looking interest rate based on Term SOFR in place of LIBOR. Since the interest rate swap agreements were affected by reference rate reform, the Company applied the expedients and exceptions provided to preserve the past presentation of its derivatives without de-designating the existing hedging relationships. All amendments to interest rate swap agreements were executed with the existing counterparties and did not change the notional amounts, maturity dates, or other critical terms of the hedging relationships. As of July 1, 2023 and December 31, 2022, the Company had in effect interest rate swaps with an aggregate notional amount totaling $ 500,000 . On June 11, 2018, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap (the “2018 swap”) with an effective date of April 2, 2020 and a termination date of March 31, 2024 . The initial notional amount of this swap was $ 500,000 . During the term of this swap, the notional amount decreased from $ 500,000 effective April 2, 2020 to $ 250,000 on March 31, 2021 . This interest rate swap effectively fixed the variable interest rate on the notional amount of this swap at 3.1513 %. On June 7, 2019, in order to hedge a portion of its variable rate debt, the Company entered into a forward-starting interest rate swap (the “2019 swap”, and together with the 2018 swap, the “current swaps”) with an effective date of April 2, 2020 and a termination date of March 31, 2024 . The notional amount of this swap is $ 250,000 . This interest rate swap effectively fixed the variable interest rate on the notional amount of this swap at 1.9645 %. The current swaps qualify for hedge accounting and, therefore, changes in the fair value of the current swaps have been recorded in accumulated other comprehensive loss. As of July 1, 2023, the cumulative unrealized gain for qualifying hedges was reported as a component of accumulated other comprehensive loss in the amount of $ 7,967 ($ 10,472 before taxes). As of December 31, 2022, the cumulative unrealized gain for qualifying hedges was reported as a component of accumulated other comprehensive loss in the amount of $ 10,723 ($ 14,146 before taxes). The following table presents the aggregate fair value of the Company’s derivative financial instruments by balance sheet classification and location: Fair Value Balance Sheet Classification Balance Sheet July 1, 2023 December 31, 2022 Assets: Interest rate swaps - current swaps Current asset Prepaid expenses and other current assets $ 10,546 $ 11,748 Interest rate swaps - current swaps Noncurrent asset Other noncurrent assets — 2,450 Total assets $ 10,546 $ 14,198 The Company is hedging forecasted transactions for periods not exceeding the next year . The Company expects approximately $ 10,006 ($ 13,343 before taxes) of net derivative gains included in accumulated other comprehensive loss at July 1, 2023 , based on current market rates, will be reclassified into earnings within the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. When measuring fair value, the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair Value of Financial Instruments The Company’s significant financial instruments include long-term debt and interest rate swap agreements as of July 1, 2023 and December 31, 2022. Since there were no outstanding borrowings under the Revolving Credit Facility as of July 1, 2023 and December 31, 2022, the fair value approximated a carrying value of $ 0 at both July 1, 2023 and December 31, 2022. The fair value of the Company’s Credit Facilities is determined by utilizing average bid prices on or near the end of each fiscal quarter (Level 2 input). As of July 1, 2023 and December 31, 2022, the fair value of the Company’s long-term debt was approximately $ 906,567 and $ 782,384 , respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of $ 1,424,374 and $ 1,422,284 , respectively. Derivative Financial Instruments The fair values for the Company’s derivative financial instruments are determined using observable current market information such as the prevailing Term SOFR interest rate and Term SOFR yield curve rates and include consideration of counterparty credit risk. See Note 11 for disclosures related to derivative financial instruments. The following table presents the aggregate fair value of the Company’s derivative financial instruments: Fair Value Measurements Using: Total Quoted Prices in Significant Other Significant Interest rate swap current asset at July 1, 2023 $ 10,546 $ — $ 10,546 $ — Interest rate swap current asset at December 31, 2022 $ 11,748 $ — $ 11,748 $ — Interest rate swap noncurrent asset at December 31, 2022 $ 2,450 $ — $ 2,450 $ — The Company did no t have any transfers into or out of Levels 1 and 2 and did not maintain any assets or liabilities classified as Level 3 during the six months ended July 1, 2023 and the fiscal year ended December 31, 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 13. Accumulated Other Comprehensive Loss Amounts reclassified out of accumulated other comprehensive loss were as follows: Changes in Accumulated Other Comprehensive Loss by Component (1) Six Months Ended July 1, 2023 Gain on Loss on Total Beginning balance at December 31, 2022 $ 10,723 $ ( 16,193 ) $ ( 5,470 ) Other comprehensive income before reclassifications, net of tax 1,569 697 2,266 Amounts reclassified from accumulated other comprehensive loss, net of tax (2) ( 4,325 ) — ( 4,325 ) Net current period other comprehensive (loss) income $ ( 2,756 ) $ 697 $ ( 2,059 ) Ending balance at July 1, 2023 $ 7,967 $ ( 15,496 ) $ ( 7,529 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Six Months Ended July 2, 2022 (Loss) Gain on Loss on Total Beginning balance at January 1, 2022 $ ( 10,843 ) $ ( 7,761 ) $ ( 18,604 ) Other comprehensive income (loss) before reclassifications, net of tax 11,162 ( 6,341 ) 4,821 Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 3,181 — 3,181 Net current period other comprehensive income (loss) $ 14,343 $ ( 6,341 ) $ 8,002 Ending balance at July 2, 2022 $ 3,500 $ ( 14,102 ) $ ( 10,602 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Reclassifications out of Accumulated Other Comprehensive Loss (1) Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Details about Other Comprehensive Amounts Reclassified from Amounts Reclassified from Affected Line Item in the Gain (Loss) on Qualifying Hedges Interest rate contracts $ 3,190 $ ( 2,036 ) $ 5,768 $ ( 4,249 ) Interest expense 3,190 ( 2,036 ) 5,768 ( 4,249 ) Income (loss) before income taxes ( 798 ) 512 ( 1,443 ) 1,068 Provision for (benefit from) income taxes $ 2,392 $ ( 1,524 ) $ 4,325 $ ( 3,181 ) Net income (loss) (1) Amounts in parentheses indicate debits to profit/loss |
Segment Data
Segment Data | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
Segment Data | 14. Segment Data As previously disclosed, effective the first day of fiscal 2023 (i.e., January 1, 2023), the Company realigned its organizational structure and resources to more closely align with its strategic priorities and centralized the global management of certain functions and systems. As a result of the change in its organizational structure, the Company now has two reportable segments, consisting of North America and International, for the purpose of making operational and resource decisions and assessing financial performance. “North America” refers to the Company’s North American Company-owned operations and franchise revenues and related costs; and “International” refers to the Company’s Continental Europe Company-owned operations, United Kingdom Company-owned operations, and Australia, New Zealand and emerging markets operations. The new reportable segments will continue to provide similar services and products. To be consistent with the information that is presented to the chief operating decision maker, the Company does not include intercompany activity in the segment results. Segment information for the three and six months ended July 2, 2022 presented below has been updated to reflect the new reportable segment structure. Information about the Company’s reportable segments is as follows: Total Revenues, net Total Revenues, net Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 North America $ 162,188 $ 188,375 $ 333,213 $ 393,055 International 64,642 81,079 135,511 174,159 Total revenues, net $ 226,830 $ 269,454 $ 468,724 $ 567,214 Net Income (Loss) Net Loss Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Segment operating income: North America $ 35,100 $ 26,654 $ 45,786 $ 48,063 International 22,943 29,873 32,122 48,141 Total segment operating income 58,043 56,527 77,908 96,204 General corporate expenses 31,726 43,161 80,174 73,869 Interest expense 24,075 19,255 46,921 37,926 Other (income) expense, net ( 520 ) 1,613 ( 851 ) 1,956 (Benefit from) provision for income taxes ( 48,066 ) ( 2,879 ) 19,515 ( 4,681 ) Net income (loss) $ 50,828 $ ( 4,623 ) $ ( 67,851 ) $ ( 12,866 ) Depreciation and Amortization Depreciation and Amortization Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 North America $ 8,728 $ 8,345 $ 16,196 $ 16,798 International 262 481 551 986 Total segment depreciation and amortization 8,990 8,826 16,747 17,784 General corporate depreciation and amortization 5,144 4,462 10,631 7,517 Depreciation and amortization $ 14,134 $ 13,288 $ 27,378 $ 25,301 |
Related Party
Related Party | 6 Months Ended |
Jul. 01, 2023 | |
Related Party Transactions [Abstract] | |
Related Party | 15. Related Party As previously disclosed, on October 18, 2015, the Company entered into the Strategic Collaboration Agreement with Oprah Winfrey, under which she consulted with the Company and participated in developing, planning, executing and enhancing the WW program and related initiatives, and provided it with services in her discretion to promote the Company and its programs, products and services for an initial term of five years (the “Initial Term”). As previously disclosed, on December 15, 2019, the Company entered into an amendment of the Strategic Collaboration Agreement with Ms. Winfrey, pursuant to which, among other things, the Initial Term of the Strategic Collaboration Agreement was extended until April 17, 2023 (with no additional successive renewal terms), after which a second term commenced that will continue through the earlier of the date of the Company’s 2025 annual meeting of shareholders or May 31, 2025. Ms. Winfrey will continue to provide certain consulting and other services to the Company during the second term. In addition to the Strategic Collaboration Agreement, Ms. Winfrey and her related entities provided services to the Company totaling $ 87 and $ 322 for the three and six months ended July 1, 2023 , respectively, and $ 144 and $ 576 for the three and six months ended July 2, 2022, respectively, which services included advertising, production and related fees. The Company’s accounts payable to parties related to Ms. Winfrey at July 1, 2023 and December 31, 2022 was $ 35 and $ 0 , respectively. |
Restructuring
Restructuring | 6 Months Ended |
Jul. 01, 2023 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 16. Restructuring 2023 Plan As previously disclosed, in the fourth quarter of fiscal 2022, management reviewed the then-current global business operations of the Company as well as the different functions and systems supporting those operations and contrasted them with the Company's strategic priorities and requirements for fiscal 2023 and beyond. Based on that review, in December 2022, the Company's management resolved to centralize its global management of certain functions and systems, deprioritize and in some cases cease operations for certain non-strategic business lines, and continue the rationalization of its real estate portfolio to align with its future needs. Throughout December 2022 and January 2023, management developed and continued refining a detailed plan to achieve these goals. The Company has committed to a restructuring plan consisting of (i) an organizational restructuring and rationalization of certain functions and systems to centralize the Company’s management, align resources with strategic business lines and reduce costs associated with certain functions and systems (the “Organizational Restructuring”) and (ii) the continued rationalization of its real estate portfolio and resulting operating lease termination charges and the associated employment termination costs (the “Real Estate Restructuring,” and together wit h the Organizational Restructuring, the “2023 Plan”). In connection with the 2023 Plan, the Company continues to expect to record restructuring charges of approximately $ 39,000 to $ 46,000 in the aggregate. For the fiscal year ended December 31, 2022, the Company recorded restructuring charges totaling $ 13,608 ($ 10,201 after tax) in connection with the 2023 Plan. For the three and six months ended July 1, 2023, the Comp any recorded restructuring charges totaling $ 1,784 ($ 1,338 after tax) and $ 24,416 ($ 18,310 after tax), respectively, in connection with the 2023 Plan . The Organizational Restructuring has resulted and will further result in the elimination of certain positions and the termination of employment for certain employees worldwide. In connection with the Organizational Restructuring, the Company previously expected to record restructuring charges of approximately $ 15,000 to $ 18,000 in the aggregate, consisting primarily of general and administrative expenses. The Company revised its estimate and currently expects to record restructuring charges in connection with the Organizational Restructuring of approximately $ 16,000 to $ 19,000 in the aggregate. The major ity of these charges were recorded in the fourth quarter of fiscal 2022 at the time management resolved to undertake the Organizational Restructuring. For the fiscal year ended December 31, 2022, the Company recorded employee termination benefit costs related to the Organizational Restructuring totaling $ 11,810 ($ 8,853 after tax). For the three and six months ended July 1, 2023 , the Company recorded employee termination benefit costs related to the Organizational Restructuring totaling $ 1,137 ($ 853 after tax) and $ 4,876 ($ 3,657 a fter tax), respectively. In connection with the Real Estate Restructuring, the Company previously expected to record restructuring charges of approximately $ 24,000 to $ 28,000 in the aggregate, the majority of which was recorded in the first quarter of fiscal 2023. The Company revised its estimate and currently expects to record restructuring charges in connection with the Real Estate Restructuring of approximately $ 20,000 to $ 24,000 in the aggregate. For the fiscal year ended December 31, 2022, the Company recorded employee termination benefit costs related to the Real Estate Restructuring totaling $ 1,798 ($ 1,348 after tax). For the three and six months ended July 1, 2023 , in connection with the Real Estate Restructuring, the Company recorded lease termination and other related costs totaling $ 565 ($ 424 after tax) and $ 14,894 ($ 11,169 after tax), respectively, and employee termination benefit costs totaling $( 101 ) ($( 76 ) after tax) and $ 4,263 ($ 3,197 after tax), respectively. Additionally, the Company expects to record other restructuring costs of approximately $ 3,000 in the aggregate in fiscal 2023. Substantially all of the costs arising from the 2023 Plan are expected to result in cash expenditures related to separation payments, other employee termination expenses and lease termination payments. The Company expects the 2023 Plan to be fully executed by the end of fiscal 2023. For the three and six months ended July 1, 2023, the components of the Company’s restructuring charges for the 2023 Plan were as follows: Three Months Ended Six Months Ended July 1, 2023 July 1, 2023 Real Estate Restructuring - Lease termination and other related costs $ 565 $ 14,894 Real Estate Restructuring - Employee termination benefit costs ( 101 ) 4,263 Organizational Restructuring - Employee termination benefit costs 1,137 4,876 Other costs 183 383 Total restructuring charges $ 1,784 $ 24,416 For the three and six months ended July 1, 2023, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Six Months Ended July 1, 2023 July 1, 2023 Cost of revenues $ 532 $ 19,425 Selling, general and administrative expenses 1,252 4,991 Total restructuring charges $ 1,784 $ 24,416 For the fiscal year ended December 31, 2022, the components of the Company’s restructuring charges for the 2023 Plan were as follows: Fiscal Year Ended December 31, 2022 Real Estate Restructuring - Employee termination benefit costs $ 1,798 Organizational Restructuring - Employee termination benefit costs 11,810 Total restructuring charges $ 13,608 For the fiscal year ended December 31, 2022, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended December 31, 2022 Cost of revenues $ 1,798 Selling, general and administrative expenses 11,810 Total restructuring charges $ 13,608 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. In connection with the Real Estate Restructuring, for the six months ended July 1, 2023, the Company made payments of $ 8,038 towa rds the liability for the lease termination costs and $ 3,996 towards the liability for the employee termination benefit costs. In connection with the Organizational Restructuring, for the six months ended July 1, 2023 , the Company made payments of $ 6,849 towards the liability for the employee termination benefit costs. The Company expects the remaining lease termination liability related to the Real Estate Restructuring of $ 4,237 , the r emaining employee termination benefit liability related to the Real Estate Restructuring of $ 2,065 and the remaining employee termination benefit liability related to the Organizational Restructuring of $ 9,837 to be paid in full by the end of fiscal 2025. 2022 Plan As previously disclosed, in the second quarter of fiscal 2022, the Company committed to a restructuring plan consisting of (i) an organizational realignment to simplify the Company’s corporate structure and reduce associated costs (the “Organizational Realignment”) and (ii) a continued rationalization of its real estate portfolio resulting in the termination of certain of the Company’s operating leases (together with the Organizational Realignment, the “2022 Plan”). The Organizational Realignment has resulted in the elimination of certain positions and termination of employment for certain employees worldwide. For the fiscal year ended December 31, 2022, the Company recorded restructuring charges totaling $ 27,181 ($ 20,375 after tax). Costs arising from the 2022 Plan related to separation payments, other employee termination expenses and lease termination and other related costs, except for lease impairment and accelerated depreciation and amortization related to leased locations, are expected to result in cash expenditures. For the fiscal year ended December 31, 2022, the components of the Company’s restructuring charges for the 2022 Plan were as follows: Fiscal Year Ended December 31, 2022 Lease termination and other related costs $ 3,791 Employee termination benefit costs 19,170 Lease impairments 2,680 Other costs 1,540 Total restructuring charges $ 27,181 For the fiscal year ended December 31, 2022, restructuring charges for the 2022 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended December 31, 2022 Cost of revenues $ 6,476 Selling, general and administrative expenses 20,705 Total restructuring charges $ 27,181 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended December 31, 2022, the Company made payments of $ 1,877 towards the liability for the lease termination costs. For the fiscal year ended December 31, 2022, the Company made payments of $ 10,909 towards the liability for the employee termination benefit costs. For the six months ended July 1, 2023, the Company made payment s of $ 122 towards the liability for the lease termination costs and decreased provision estimates by $ 425 . For the six months ended July 1, 2023, the Co mpany made payments of $ 5,529 towards the liability for the employee termination benefit costs and increased provision estimates by $ 1,283 . As of July 1, 2023 , there was no outstanding lease termination liability. The Company expects the remaining employee termination benefit liability of $ 4,015 to be paid in full by the end of fiscal 2024. 2021 Plan As previously disclosed, in the first quarter of fiscal 2021, as the Company continued to evaluate its cost structure, anticipate consumer demand and focus on costs, the Company committed to a plan which has resulted in the termination of operating leases and elimination of certain positions worldwide. For the fiscal year ended January 1, 2022, the Company recorded restructuring charges totaling $ 21,534 ($ 16,109 after tax). For the fiscal year ended January 1, 2022, the components of the Company’s restructuring charges were as follows: Fiscal Year Ended January 1, 2022 Lease termination and other related costs $ 12,688 Employee termination benefit costs 8,846 Total restructuring charges $ 21,534 For the fiscal year ended January 1, 2022, restructuring charges were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended January 1, 2022 Cost of revenues $ 16,727 Selling, general and administrative expenses 4,807 Total restructuring charges $ 21,534 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended January 1, 2022, the Company made payments of $ 7,640 towards the liability for the lease termination costs and decreased provision estimates by $ 3 . For the fiscal year ended January 1, 2022, the Company made payments of $ 4,802 towards the liability for the employee termination benefit costs. For the fiscal year ended December 31, 2022, the Company made payments of $ 777 towards the liability for the lease termination costs, decreased provision estimates by $ 681 and incurred additional lease termination and other related costs of $ 119 . For the fiscal year ended December 31, 2022, the Company made payments of $ 3,814 towards the liability for the employee termination benefit costs, increased provision estimates by $ 72 and incurred additional employee termination benefit costs of $ 148 . For the six months ended July 1, 2023, the Compa ny made payments of $ 507 towards the liability for the employee termination benefit costs and increased provision estimates by $ 57 . As of July 1, 2023 , there was no outstanding lease termination liability and no outstanding employee termination benefit liability. 2020 Plan As previously disclosed, in the second quarter of fiscal 2020, in connection with its cost-savings initiative, and its continued response to the COVID-19 pandemic and the related shift in market conditions, the Company committed to a plan of reduction in force which has resulted in the elimination of certain positions and termination of employment for certain employees worldwide. To adjust to anticipated consumer demand, the Company evolved its workshop strategy and expanded its restructuring plan to include lease termination and other related costs. For the fiscal year ended January 2, 2021, the Company recorded restructuring charges totaling $ 33,092 ($ 24,756 after tax). For the fiscal year ended January 2, 2021, the components of the Company’s restructuring charges were as follows: Fiscal Year Ended January 2, 2021 Lease termination and other related costs $ 7,989 Employee termination benefit costs 25,103 Total restructuring charges $ 33,092 For the fiscal year ended January 2, 2021, restructuring charges were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended January 2, 2021 Cost of revenues $ 23,300 Selling, general and administrative expenses 9,792 Total restructuring charges $ 33,092 All expenses were recorded to general corporate expenses and, therefore, there was no impact to the segments. For the fiscal year ended January 2, 2021, the Company made payments of $ 645 towards the liability for the lease termination costs. For the fiscal year ended January 2, 2021, the Company made payments of $ 15,434 towards the liability for the employee termination benefit costs and increased provision estimates by $ 180 . For the fiscal year ended January 1, 2022, the Company made payments of $ 4,649 towards the liability for the lease termination costs and decreased provision estimates by $ 470 . For the fiscal year ended January 1, 2022, the Company made payments of $ 6,773 towards the liability for the employee termination benefit costs and decreased provision estimates by $ 1,136 . For the fiscal year ended December 31, 2022, the Company made payments of $ 86 towards the liability for the lease termination costs and decreased provision estimates by $ 116 . For the fiscal year ended December 31, 2022, the Company made payments of $ 1,202 towards the liability for the employee termination benefit costs and decreased provision estimates by $ 621 . For the six months ended July 1, 2023, the Company made payments of $ 97 to wards the liability for the employee termination benefit costs and decreased provision estimates by $ 20 . As of July 1, 2023, there was no outstanding lease termination liability and no outstanding employee termination benefit liability. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include amounts that are based on management’s best estimates and judgments. While all available information has been considered, actual amounts could differ from those estimates. These assumptions and estimates may change as new events occur and additional information is obtained, and such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity. |
Variable Interest Entity | The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”). These evaluations are complex, involve judgment, and the use of estimates and assumptions based on available information. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, such entity is consolidated in the Company’s consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The Company operates certain clinical telehealth groups which are deemed to be Friendly-Physician Entities (“FPEs”) and due to legal requirements, the physician-owners must retain 100 % of the equity interest. The Company’s agreements with FPEs generally consist of both an Administrative Service Agreement, which provide for various administrative and management services to be provided by the Company to the FPE, and Stock Transfer Restriction (“STR”) agreements with the physician-owners of the FPEs, which provide for the transition of ownership interest of the FPEs under certain conditions. The Company has the right to receive income as an ongoing management fee, which effectively absorbs all of the residual interests and can also provide financial support through loans to the FPEs. The Company has exclusive responsibility for the provision of all nonmedical services including technology and intellectual property required for the day-to-day operation and management of each of the FPEs. In addition, the STR provides that the Company has the right to designate a person(s) to purchase the equity interest of the FPE for a nominal amount in the event of a succession event at the Company’s discretion. Based on the provisions of these agreements, the Company determined that the FPEs are VIEs due to its equity holder having insufficient capital at risk, and the Company has a variable interest in the FPEs. The contractual arrangements described above allow Sequence to direct the activities that most significantly affect the economic performance of the FPEs. Accordingly, Sequence is the primary ben eficiary of the FPEs and consolidates the FPEs under the VIE model. Furthermore, as a direct result of nominal initial equity contributions by the physicians, the financial support the Company can provide to the FPEs (e.g., loans) and the provisions of the contractual arrangements and nominee shareholder succession arrangements described above, the interests held by noncontrolling interest holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the FPEs. Therefore, all income and expenses recognized by the FPEs are consolidated by the Company. The Company does not hold interests in any VIEs for which the Company is not deemed to be the primary beneficiary. |
Revenue Recognition | Revenues are recognized when control of the promised services or goods is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services or goods. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Leases [Abstract] | |
Schedule of Lease Assets and Lease Liabilities | At July 1, 2023 and December 31, 2022, the Company’s lease assets and lease liabilities, primarily for its studios and corporate offices, were as follows: July 1, 2023 December 31, 2022 Assets: Operating leases $ 58,019 $ 75,696 Finance leases 16 54 Total lease assets $ 58,035 $ 75,750 Liabilities: Current Operating leases $ 9,949 $ 17,955 Finance leases 14 31 Noncurrent Operating leases 58,867 68,099 Finance leases 1 7 Total lease liabilities $ 68,831 $ 86,092 |
Schedule of Components of Lease Expense | For the three and six months ended July 1, 2023 and July 2, 2022, the components of the Company’s lease expense were as follows: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Operating lease cost: Fixed lease cost $ 5,958 $ 7,791 $ 13,111 $ 15,903 Lease termination (benefit) cost ( 169 ) 2,220 12,050 2,100 Variable lease cost 15 6 31 13 Total operating lease cost $ 5,804 $ 10,017 $ 25,192 $ 18,016 Finance lease cost: Amortization of leased assets 12 26 $ 38 $ 61 Interest on lease liabilities 0 1 0 2 Total finance lease cost $ 12 $ 27 $ 38 $ 63 Total lease cost $ 5,816 $ 10,044 $ 25,230 $ 18,079 As previously disclosed, i |
Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates | At July 1, 2023 and December 31, 2022, the Company’s weighted average remaining lease term and weighted average discount rates were as follows: July 1, 2023 December 31, 2022 Weighted Average Remaining Lease Term (years) Operating leases 7.53 6.90 Finance leases 0.83 1.00 Weighted Average Discount Rate Operating leases 7.41 7.03 Finance leases 3.84 3.52 |
Schedule of Maturity of Lease Liabilities | At July 1, 2023, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows: Operating Finance Total Remainder of fiscal 2023 $ 6,840 $ 9 $ 6,849 Fiscal 2024 15,235 7 15,242 Fiscal 2025 12,899 — 12,899 Fiscal 2026 9,905 — 9,905 Fiscal 2027 9,469 — 9,469 Fiscal 2028 9,213 — 9,213 Thereafter 26,931 — 26,931 Total lease payments $ 90,492 $ 16 $ 90,508 Less imputed interest 21,676 1 21,677 Present value of lease liabilities $ 68,816 $ 15 $ 68,831 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the six months ended July 1, 2023 and July 2, 2022 were as follows: Six Months Ended July 1, July 2, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 13,507 $ 16,733 Operating cash flows from finance leases $ 0 $ 2 Financing cash flows from finance leases $ 38 $ 61 Lease assets (modified) obtained in exchange for (modified) new operating lease liabilities $ ( 7,287 ) $ 6,909 Lease assets obtained in exchange for new finance lease liabilities $ — $ 44 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Digital Subscription Revenues $ 147,381 $ 174,219 $ 296,725 $ 365,701 Workshops + Digital Fees 57,167 66,172 118,855 131,675 Clinical Subscription Revenues 7,592 — 7,592 — Subscription Revenues, net $ 212,140 $ 240,391 $ 423,172 $ 497,376 Product sales and other, net 14,690 29,063 45,552 69,838 Revenues, net $ 226,830 $ 269,454 $ 468,724 $ 567,214 |
Schedule of Revenues Disaggregated by Revenue Source and Segment | The following tables present the Company’s revenues disaggregated by revenue source and segment: Three Months Ended July 1, 2023 North America International Total Digital Subscription Revenues $ 95,446 $ 51,935 $ 147,381 Workshops + Digital Fees 46,290 10,877 57,167 Clinical Subscription Revenues 7,592 — 7,592 Subscription Revenues, net $ 149,328 $ 62,812 $ 212,140 Product sales and other, net 12,860 1,830 14,690 Revenues, net $ 162,188 $ 64,642 $ 226,830 Three Months Ended July 2, 2022 North America International Total Digital Subscription Revenues $ 114,435 $ 59,784 $ 174,219 Workshops + Digital Fees 52,464 13,708 66,172 Subscription Revenues, net $ 166,899 $ 73,492 $ 240,391 Product sales and other, net 21,476 7,587 29,063 Revenues, net $ 188,375 $ 81,079 $ 269,454 Six Months Ended July 1, 2023 North America International Total Digital Subscription Revenues $ 193,218 $ 103,507 $ 296,725 Workshops + Digital Fees 95,772 23,083 118,855 Clinical Subscription Revenues 7,592 — 7,592 Subscription Revenues, net $ 296,582 $ 126,590 $ 423,172 Product sales and other, net 36,631 8,921 45,552 Revenues, net $ 333,213 $ 135,511 $ 468,724 Six Months Ended July 2, 2022 North America International Total Digital Subscription Revenues $ 239,754 $ 125,947 $ 365,701 Workshops + Digital Fees 103,444 28,231 131,675 Subscription Revenues, net $ 343,198 $ 154,178 $ 497,376 Product sales and other, net 49,857 19,981 69,838 Revenues, net $ 393,055 $ 174,159 $ 567,214 |
Schedule of Deferred Revenues | The opening and ending balances of the Company’s deferred revenues were as follows: Deferred Deferred Revenue Revenue-Long Term Balance as of December 31, 2022 $ 32,156 $ 360 Net increase (decrease) during the period 3,549 ( 110 ) Balance as of July 1, 2023 $ 35,705 $ 250 Balance as of January 1, 2022 $ 45,855 $ 28 Net increase during the period 1,782 28 Balance as of July 2, 2022 $ 47,637 $ 56 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation for Acquired Identifiable Assets, Liabilities Assumed and Goodwill | The following table shows the purchase price allocation for Sequence to the acquired identifiable assets, liabilities assumed and goodwill: Total consideration: Cash paid at closing $ 64,217 Cash to be paid on April 10, 2024 16,000 Cash to be paid on April 10, 2025 (1) 12,420 Total cash payments $ 92,637 Less stock-based compensation expense attributable to post combination vesting ( 3,882 ) Common shares issued 7,996 Stock price as of April 10, 2023 (2) $ 4.12 Total stock issuance purchase price 32,943 Aggregated merger consideration $ 121,698 Assets acquired: Cash $ 25,776 Prepaid expenses and other current assets 2,220 Property, plant and equipment 34 Intangible assets 7,768 Total assets acquired 35,798 Liabilities assumed: Accounts payable $ 70 Accrued liabilities 14 Deferred revenue 1,300 Deferred tax liability 1,906 Total liabilities assumed 3,290 Net assets acquired 32,508 Total goodwill $ 89,190 (1) Reflects $ 16,000 of cash payable on April 10, 2025 as Merger Consideration discounted using the Company's weighted average cost of debt. (2) Represents the fair value of the shares transferred to the sellers, based on the number of shares to be issued, 7,996 , multiplied by the closing price of the Company's ordinary shares on April 10, 2023 of $ 4.12 per share. |
Franchise Rights Acquired, Go_2
Franchise Rights Acquired, Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Change in Carrying Amount of Goodwill | For the six months ended July 1, 2023, the change in the carrying amount of goodwill was due to the acquisition of Sequence and the effect of exchange rate changes as follows: North America International Total Balance as of January 1, 2022 $ 147,530 $ 9,844 $ 157,374 Goodwill acquired during the period — 5,936 5,936 Goodwill impairment ( 1,101 ) ( 2,023 ) ( 3,124 ) Effect of exchange rate changes ( 2,862 ) ( 1,326 ) ( 4,188 ) Balance as of December 31, 2022 $ 143,567 $ 12,431 $ 155,998 Goodwill acquired during the period 89,190 — 89,190 Effect of exchange rate changes 916 104 1,020 Balance as of July 1, 2023 $ 233,673 $ 12,535 $ 246,208 |
Schedule of Assumptions Utilized in Annual Goodwill Impairment Analysis | The following are the more significant assumptions utilized in the Company's annual goodwill impairment analyses for fiscal 2023 and fiscal 2022: Fiscal 2023 Fiscal 2022 Debt-Free Cumulative Annual Cash Flow Growth Rate 3.9 % to 24.9 % 1.2 % to 20.6 % Discount Rate 10.8 % 9.6 % |
Schedule of Carrying Values of Finite-lived Intangible Assets | The carrying values of finite-lived intangible assets as of July 1, 2023 and December 31, 2022 were as follows: July 1, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Capitalized software costs $ 109,044 $ 99,369 $ 107,229 $ 94,375 Website development costs 157,812 104,186 133,818 91,482 Trademarks 12,175 11,968 12,162 11,882 Other 13,980 6,397 13,961 6,125 Trademarks and other intangible assets $ 293,011 $ 221,920 $ 267,170 $ 203,864 Franchise rights acquired 8,266 5,350 8,164 5,101 Total finite-lived intangible assets $ 301,277 $ 227,270 $ 275,334 $ 208,965 |
Schedule of Estimated Amortization Expense of Finite-lived Intangible Assets | Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter is as follows: Remainder of fiscal 2023 $ 20,896 Fiscal 2024 $ 26,108 Fiscal 2025 $ 15,626 Fiscal 2026 $ 3,481 Fiscal 2027 $ 725 Fiscal 2028 $ 357 Thereafter $ 6,814 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | The components of the Company’s long-term debt were as follows: July 1, 2023 December 31, 2022 Principal Unamortized Unamortized Effective (1) Principal Unamortized Unamortized Effective (1) Revolving Credit Facility due $ — $ — $ — 0.00 % $ — $ — $ — 0.00 % Term Loan Facility due 945,000 5,266 10,915 8.80 % 945,000 5,821 12,064 5.85 % Senior Secured Notes due 500,000 4,445 — 4.65 % 500,000 4,831 — 4.70 % Total $ 1,445,000 $ 9,711 $ 10,915 7.35 % $ 1,445,000 $ 10,652 $ 12,064 5.45 % Less: Current portion — — Unamortized deferred 9,711 10,652 Unamortized debt discount 10,915 12,064 Total long-term debt $ 1,424,374 $ 1,422,284 (1) Includes amortization of deferred financing costs and debt discount. |
Per Share Data (Tables)
Per Share Data (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted earnings (net loss) per share: Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Numerator: Net income (loss) $ 50,828 $ ( 4,623 ) $ ( 67,851 ) $ ( 12,866 ) Denominator: Weighted average shares of common stock outstanding 78,007 70,305 74,302 70,195 Effect of dilutive common stock equivalents 584 — — — Weighted average diluted common shares outstanding 78,591 70,305 74,302 70,195 Earnings (net loss) per share Basic $ 0.65 $ ( 0.07 ) $ ( 0.91 ) $ ( 0.18 ) Diluted $ 0.65 $ ( 0.07 ) $ ( 0.91 ) $ ( 0.18 ) |
Derivative Instruments and He_2
Derivative Instruments and Hedging (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Aggregate Fair Value of Derivative Financial Instruments by Balance Sheet Classification and Location | The following table presents the aggregate fair value of the Company’s derivative financial instruments by balance sheet classification and location: Fair Value Balance Sheet Classification Balance Sheet July 1, 2023 December 31, 2022 Assets: Interest rate swaps - current swaps Current asset Prepaid expenses and other current assets $ 10,546 $ 11,748 Interest rate swaps - current swaps Noncurrent asset Other noncurrent assets — 2,450 Total assets $ 10,546 $ 14,198 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Aggregate Fair Value of Derivative Financial Instruments | The following table presents the aggregate fair value of the Company’s derivative financial instruments: Fair Value Measurements Using: Total Quoted Prices in Significant Other Significant Interest rate swap current asset at July 1, 2023 $ 10,546 $ — $ 10,546 $ — Interest rate swap current asset at December 31, 2022 $ 11,748 $ — $ 11,748 $ — Interest rate swap noncurrent asset at December 31, 2022 $ 2,450 $ — $ 2,450 $ — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | Amounts reclassified out of accumulated other comprehensive loss were as follows: Changes in Accumulated Other Comprehensive Loss by Component (1) Six Months Ended July 1, 2023 Gain on Loss on Total Beginning balance at December 31, 2022 $ 10,723 $ ( 16,193 ) $ ( 5,470 ) Other comprehensive income before reclassifications, net of tax 1,569 697 2,266 Amounts reclassified from accumulated other comprehensive loss, net of tax (2) ( 4,325 ) — ( 4,325 ) Net current period other comprehensive (loss) income $ ( 2,756 ) $ 697 $ ( 2,059 ) Ending balance at July 1, 2023 $ 7,967 $ ( 15,496 ) $ ( 7,529 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications Six Months Ended July 2, 2022 (Loss) Gain on Loss on Total Beginning balance at January 1, 2022 $ ( 10,843 ) $ ( 7,761 ) $ ( 18,604 ) Other comprehensive income (loss) before reclassifications, net of tax 11,162 ( 6,341 ) 4,821 Amounts reclassified from accumulated other comprehensive loss, net of tax (2) 3,181 — 3,181 Net current period other comprehensive income (loss) $ 14,343 $ ( 6,341 ) $ 8,002 Ending balance at July 2, 2022 $ 3,500 $ ( 14,102 ) $ ( 10,602 ) (1) Amounts in parentheses indicate debits (2) See separate table below for details about these reclassifications |
Reclassifications out of Accumulated Other Comprehensive Loss | Reclassifications out of Accumulated Other Comprehensive Loss (1) Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Details about Other Comprehensive Amounts Reclassified from Amounts Reclassified from Affected Line Item in the Gain (Loss) on Qualifying Hedges Interest rate contracts $ 3,190 $ ( 2,036 ) $ 5,768 $ ( 4,249 ) Interest expense 3,190 ( 2,036 ) 5,768 ( 4,249 ) Income (loss) before income taxes ( 798 ) 512 ( 1,443 ) 1,068 Provision for (benefit from) income taxes $ 2,392 $ ( 1,524 ) $ 4,325 $ ( 3,181 ) Net income (loss) (1) Amounts in parentheses indicate debits to profit/loss |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
Information About Reportable Segments | Information about the Company’s reportable segments is as follows: Total Revenues, net Total Revenues, net Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 North America $ 162,188 $ 188,375 $ 333,213 $ 393,055 International 64,642 81,079 135,511 174,159 Total revenues, net $ 226,830 $ 269,454 $ 468,724 $ 567,214 Net Income (Loss) Net Loss Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 Segment operating income: North America $ 35,100 $ 26,654 $ 45,786 $ 48,063 International 22,943 29,873 32,122 48,141 Total segment operating income 58,043 56,527 77,908 96,204 General corporate expenses 31,726 43,161 80,174 73,869 Interest expense 24,075 19,255 46,921 37,926 Other (income) expense, net ( 520 ) 1,613 ( 851 ) 1,956 (Benefit from) provision for income taxes ( 48,066 ) ( 2,879 ) 19,515 ( 4,681 ) Net income (loss) $ 50,828 $ ( 4,623 ) $ ( 67,851 ) $ ( 12,866 ) Depreciation and Amortization Depreciation and Amortization Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, 2023 2022 2023 2022 North America $ 8,728 $ 8,345 $ 16,196 $ 16,798 International 262 481 551 986 Total segment depreciation and amortization 8,990 8,826 16,747 17,784 General corporate depreciation and amortization 5,144 4,462 10,631 7,517 Depreciation and amortization $ 14,134 $ 13,288 $ 27,378 $ 25,301 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Restructuring Charges | For the three and six months ended July 1, 2023, the components of the Company’s restructuring charges for the 2023 Plan were as follows: Three Months Ended Six Months Ended July 1, 2023 July 1, 2023 Real Estate Restructuring - Lease termination and other related costs $ 565 $ 14,894 Real Estate Restructuring - Employee termination benefit costs ( 101 ) 4,263 Organizational Restructuring - Employee termination benefit costs 1,137 4,876 Other costs 183 383 Total restructuring charges $ 1,784 $ 24,416 For the three and six months ended July 1, 2023, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows: Three Months Ended Six Months Ended July 1, 2023 July 1, 2023 Cost of revenues $ 532 $ 19,425 Selling, general and administrative expenses 1,252 4,991 Total restructuring charges $ 1,784 $ 24,416 For the fiscal year ended December 31, 2022, the components of the Company’s restructuring charges for the 2023 Plan were as follows: Fiscal Year Ended December 31, 2022 Real Estate Restructuring - Employee termination benefit costs $ 1,798 Organizational Restructuring - Employee termination benefit costs 11,810 Total restructuring charges $ 13,608 For the fiscal year ended December 31, 2022, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended December 31, 2022 Cost of revenues $ 1,798 Selling, general and administrative expenses 11,810 Total restructuring charges $ 13,608 For the fiscal year ended December 31, 2022, the components of the Company’s restructuring charges for the 2022 Plan were as follows: Fiscal Year Ended December 31, 2022 Lease termination and other related costs $ 3,791 Employee termination benefit costs 19,170 Lease impairments 2,680 Other costs 1,540 Total restructuring charges $ 27,181 For the fiscal year ended December 31, 2022, restructuring charges for the 2022 Plan were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended December 31, 2022 Cost of revenues $ 6,476 Selling, general and administrative expenses 20,705 Total restructuring charges $ 27,181 For the fiscal year ended January 1, 2022, the components of the Company’s restructuring charges were as follows: Fiscal Year Ended January 1, 2022 Lease termination and other related costs $ 12,688 Employee termination benefit costs 8,846 Total restructuring charges $ 21,534 For the fiscal year ended January 1, 2022, restructuring charges were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended January 1, 2022 Cost of revenues $ 16,727 Selling, general and administrative expenses 4,807 Total restructuring charges $ 21,534 For the fiscal year ended January 2, 2021, the components of the Company’s restructuring charges were as follows: Fiscal Year Ended January 2, 2021 Lease termination and other related costs $ 7,989 Employee termination benefit costs 25,103 Total restructuring charges $ 33,092 For the fiscal year ended January 2, 2021, restructuring charges were recorded in the Company’s consolidated statements of operations as follows: Fiscal Year Ended January 2, 2021 Cost of revenues $ 23,300 Selling, general and administrative expenses 9,792 Total restructuring charges $ 33,092 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Taxes [Line Items] | |||
Percentage of equity interest of physician-owners | 100% | ||
Income Tax Expense (Benefit) | |||
Income Taxes [Line Items] | |||
Amount of error being corrected | $ (2,150) | $ (2,150) |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating leases assets | $ 58,019 | $ 75,696 |
Finance leases assets | $ 16 | $ 54 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Total lease assets | $ 58,035 | $ 75,750 |
Current | ||
Operating leases | 9,949 | 17,955 |
Finance leases | $ 14 | $ 31 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued liabilities | Other accrued liabilities |
Noncurrent | ||
Operating leases | $ 58,867 | $ 68,099 |
Finance leases | $ 1 | $ 7 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other | Other |
Total lease liabilities | $ 68,831 | $ 86,092 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Operating lease cost: | ||||
Fixed lease cost | $ 5,958 | $ 7,791 | $ 13,111 | $ 15,903 |
Lease termination (benefit) cost | (169) | 2,220 | 12,050 | 2,100 |
Variable lease cost | 15 | 6 | 31 | 13 |
Total operating lease cost | 5,804 | 10,017 | 25,192 | 18,016 |
Finance lease cost: | ||||
Amortization of leased assets | 12 | 26 | 38 | 61 |
Interest on lease liabilities | 0 | 1 | 0 | 2 |
Total finance lease cost | 12 | 27 | 38 | 63 |
Total lease cost | $ 5,816 | $ 10,044 | $ 25,230 | $ 18,079 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rates (Detail) | Jul. 01, 2023 | Dec. 31, 2022 |
Weighted Average Remaining Lease Term (years) | ||
Operating leases | 7 years 6 months 10 days | 6 years 10 months 24 days |
Finance leases | 9 months 29 days | 1 year |
Weighted Average Discount Rate | ||
Operating leases | 7.41% | 7.03% |
Finance leases | 3.84% | 3.52% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 01, 2023 | Jul. 01, 2023 | |
Lessee Lease Description [Line Items] | ||
Lease weighted average remaining lease term | 7 years 6 months 10 days | |
Sublease income | $ 903 | $ 1,524 |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Leases, remaining lease term | 0 years | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Leases, remaining lease term | 9 years |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Detail) $ in Thousands | Jul. 01, 2023 USD ($) |
Operating Leases | |
Remainder of fiscal 2023 | $ 6,840 |
Fiscal 2024 | 15,235 |
Fiscal 2025 | 12,899 |
Fiscal 2026 | 9,905 |
Fiscal 2027 | 9,469 |
Fiscal 2028 | 9,213 |
Thereafter | 26,931 |
Total lease payments | 90,492 |
Less imputed interest | 21,676 |
Present value of lease liabilities | 68,816 |
Finance Leases | |
Remainder of fiscal 2023 | 9 |
Fiscal 2024 | 7 |
Total lease payments | 16 |
Less imputed interest | 1 |
Present value of lease liabilities | 15 |
Total | |
Remainder of fiscal 2023 | 6,849 |
Fiscal 2024 | 15,242 |
Fiscal 2025 | 12,899 |
Fiscal 2026 | 9,905 |
Fiscal 2027 | 9,469 |
Fiscal 2028 | 9,213 |
Thereafter | 26,931 |
Total lease payments | 90,508 |
Less imputed interest | 21,677 |
Present value of lease liabilities | $ 68,831 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 13,507 | $ 16,733 |
Operating cash flows from finance leases | 0 | 2 |
Financing cash flows from finance leases | 38 | 61 |
Lease assets (modified) obtained in exchange for (modified) new operating lease liabilities | $ (7,287) | 6,909 |
Lease assets obtained in exchange for new finance lease liabilities | $ 44 |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues Disaggregated by Revenue Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 226,830 | $ 269,454 | $ 468,724 | $ 567,214 |
Digital Subscription Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 147,381 | 174,219 | 296,725 | 365,701 |
Workshops + Digital Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 57,167 | 66,172 | 118,855 | 131,675 |
Clinical Subscription Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 7,592 | 7,592 | ||
Subscription Revenues, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 212,140 | 240,391 | 423,172 | 497,376 |
Product sales and other, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 14,690 | $ 29,063 | $ 45,552 | $ 69,838 |
Revenue - Schedule of Revenue_2
Revenue - Schedule of Revenues Disaggregated by Revenue Source and Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 226,830 | $ 269,454 | $ 468,724 | $ 567,214 |
North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 162,188 | 188,375 | 333,213 | 393,055 |
International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 64,642 | 81,079 | 135,511 | 174,159 |
Digital Subscription Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 147,381 | 174,219 | 296,725 | 365,701 |
Digital Subscription Revenues | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 95,446 | 114,435 | 193,218 | 239,754 |
Digital Subscription Revenues | International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 51,935 | 59,784 | 103,507 | 125,947 |
Workshops + Digital Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 57,167 | 66,172 | 118,855 | 131,675 |
Workshops + Digital Fees | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 46,290 | 52,464 | 95,772 | 103,444 |
Workshops + Digital Fees | International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 10,877 | 13,708 | 23,083 | 28,231 |
Clinical Subscription Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 7,592 | 7,592 | ||
Clinical Subscription Revenues | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 7,592 | 7,592 | ||
Subscription Revenues, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 212,140 | 240,391 | 423,172 | 497,376 |
Subscription Revenues, net | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 149,328 | 166,899 | 296,582 | 343,198 |
Subscription Revenues, net | International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 62,812 | 73,492 | 126,590 | 154,178 |
Product sales and other, net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 14,690 | 29,063 | 45,552 | 69,838 |
Product sales and other, net | North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 12,860 | 21,476 | 36,631 | 49,857 |
Product sales and other, net | International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 1,830 | $ 7,587 | $ 8,921 | $ 19,981 |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Revenues (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Deferred Revenue - Short Term | ||
Contract With Customer Asset And Liability [Line Items] | ||
Deferred Revenue, Beginning balance | $ 32,156 | $ 45,855 |
Net increase (decrease) during the period | 3,549 | 1,782 |
Deferred Revenue, Ending balance | 35,705 | 47,637 |
Deferred Revenue - Long Term | ||
Contract With Customer Asset And Liability [Line Items] | ||
Deferred Revenue, Beginning balance | 360 | 28 |
Net increase (decrease) during the period | (110) | 28 |
Deferred Revenue, Ending balance | $ 250 | $ 56 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Revenues [Abstract] | ||
Deferred revenue recognized | $ 31,096 | $ 43,372 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Apr. 10, 2023 | Feb. 17, 2023 | Feb. 18, 2022 | Dec. 21, 2021 | Jul. 01, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 246,208 | $ 246,208 | $ 155,998 | $ 157,374 | ||||
Denross Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, aggregate purchase price | $ 4,500 | |||||||
Business acquisition, cash payment | $ 375 | 3,100 | $ 650 | |||||
Business acquisition, cash in reserves | 750 | |||||||
Business acquisition, purchase price allocation, assumed liabilities | 166 | |||||||
Business acquisition, purchase price allocation, cash | 4 | |||||||
Goodwill | 4,645 | |||||||
Business acquisition, purchase price allocation, deferred tax asset | 496 | |||||||
Business acquisition, purchase price allocation, tax asset valuation allowance | 496 | |||||||
Business acquisition, purchase price allocation, other receivables | 3 | |||||||
Denross Limited | Customer Relationship | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | 14 | |||||||
Checkweight Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, aggregate purchase price | 1,500 | |||||||
Business acquisition, cash payment | $ 125 | 1,250 | ||||||
Business acquisition, cash in reserves | 250 | |||||||
Business acquisition, purchase price allocation, assumed liabilities | 56 | |||||||
Business acquisition, purchase price allocation, cash | 4 | |||||||
Goodwill | 1,291 | |||||||
Business acquisition, purchase price allocation, deferred tax asset | 5 | |||||||
Business acquisition, purchase price allocation, tax asset valuation allowance | 5 | |||||||
Business acquisition, purchase price allocation, other receivables | 4 | |||||||
Checkweight Limited | Customer Relationship | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | 17 | |||||||
Checkweight Limited | Franchise Rights Acquired | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, purchase price allocation, finite lived intangible assets | $ 240 | |||||||
Weekend Health, Inc. d/b/a Sequence | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition effective date | Apr. 10, 2023 | |||||||
Business acquisition, aggregate purchase price | $ 132,000 | |||||||
Business acquisition, cash payment | 64,217 | |||||||
Business acquisition, purchase price allocation, cash | 25,800 | |||||||
Business acquisition, amount to be paid one year from closing date | 16,000 | |||||||
Business acquisition, amount to be paid two years from closing date | 16,000 | |||||||
Total revenue | 7,592 | 7,592 | ||||||
Net loss | 1,630 | 1,630 | ||||||
Transaction related costs | $ 4,886 | $ 8,605 | ||||||
Weekend Health, Inc. d/b/a Sequence | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, equity interest issued as consideration for acquisition, value | $ 34,702 | |||||||
Business acquisition, equity interest issued as consideration for acquisition, shares | 7,996 | |||||||
Business acquisition, common stock price per share | $ 4.34 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation for Acquired Identifiable Assets, Liabilities Assumed and Goodwill (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 10, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Liabilities assumed: | |||||
Total goodwill | $ 246,208 | $ 155,998 | $ 157,374 | ||
Weekend Health, Inc. d/b/a Sequence | |||||
Total consideration: | |||||
Cash paid at closing | $ 64,217 | ||||
Cash to be paid on April 10, 2024 | 16,000 | ||||
Cash to be paid on April 10, 2025 | 16,000 | ||||
Aggregated merger consideration | 132,000 | ||||
Assets acquired: | |||||
Cash | 25,800 | ||||
Weekend Health, Inc. d/b/a Sequence | Purchase Price Allocation | |||||
Total consideration: | |||||
Cash paid at closing | 64,217 | ||||
Cash to be paid on April 10, 2024 | 16,000 | ||||
Cash to be paid on April 10, 2025 | [1] | 12,420 | |||
Total cash payments | 92,637 | ||||
Less stock-based compensation expense attributable to post combination vesting | (3,882) | ||||
Aggregated merger consideration | 121,698 | ||||
Assets acquired: | |||||
Cash | 25,776 | ||||
Prepaid expenses and other current assets | 2,220 | ||||
Property, plant and equipment | 34 | ||||
Intangible assets | 7,768 | ||||
Total assets acquired | 35,798 | ||||
Liabilities assumed: | |||||
Accounts payable | 70 | ||||
Accrued liabilities | 14 | ||||
Deferred revenue | 1,300 | ||||
Deferred tax liability | 1,906 | ||||
Total liabilities assumed | 3,290 | ||||
Net assets acquired | 32,508 | ||||
Total goodwill | $ 89,190 | ||||
Weekend Health, Inc. d/b/a Sequence | Common Stock | |||||
Total consideration: | |||||
Common shares issued | 7,996 | ||||
Stock price as of April 10, 2023 | $ 4.34 | ||||
Weekend Health, Inc. d/b/a Sequence | Common Stock | Purchase Price Allocation | |||||
Total consideration: | |||||
Common shares issued | 7,996 | ||||
Stock price as of April 10, 2023 | [2] | $ 4.12 | |||
Total stock issuance purchase price | $ 32,943 | ||||
[1] Reflects $ 16,000 of cash payable on April 10, 2025 as Merger Consideration discounted using the Company's weighted average cost of debt. Represents the fair value of the shares transferred to the sellers, based on the number of shares to be issued, 7,996 , multiplied by the closing price of the Company's ordinary shares on April 10, 2023 of $ 4.12 per share. |
Acquisitions - Summary of Pur_2
Acquisitions - Summary of Purchase Price Allocation for Acquired Identifiable Assets, Liabilities Assumed and Goodwill (Parenthetical) (Detail) - Weekend Health, Inc. d/b/a Sequence $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 10, 2023 USD ($) $ / shares shares | |
Business Acquisition [Line Items] | ||
Cash to be paid on April 10, 2025 | $ | $ 16,000 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Common shares issued | shares | 7,996 | |
Stock price | $ / shares | $ 4.34 | |
Purchase Price Allocation | ||
Business Acquisition [Line Items] | ||
Cash to be paid on April 10, 2025 | $ | $ 12,420 | [1] |
Purchase Price Allocation | Common Stock | ||
Business Acquisition [Line Items] | ||
Common shares issued | shares | 7,996 | |
Stock price | $ / shares | $ 4.12 | [2] |
[1] Reflects $ 16,000 of cash payable on April 10, 2025 as Merger Consideration discounted using the Company's weighted average cost of debt. Represents the fair value of the shares transferred to the sellers, based on the number of shares to be issued, 7,996 , multiplied by the closing price of the Company's ordinary shares on April 10, 2023 of $ 4.12 per share. |
Franchise Rights Acquired, Go_3
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Change in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
May 07, 2023 | May 08, 2022 | Jul. 01, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||||
Beginning balance | $ 155,998 | $ 157,374 | ||
Goodwill acquired during the period | 89,190 | 5,936 | ||
Goodwill impairment | $ 0 | $ 0 | (3,124) | |
Effect of exchange rate changes | 1,020 | (4,188) | ||
Ending balance | 246,208 | 155,998 | ||
North America | ||||
Goodwill [Line Items] | ||||
Beginning balance | 143,567 | 147,530 | ||
Goodwill acquired during the period | 89,190 | |||
Goodwill impairment | (1,101) | |||
Effect of exchange rate changes | 916 | (2,862) | ||
Ending balance | 233,673 | 143,567 | ||
International | ||||
Goodwill [Line Items] | ||||
Beginning balance | 12,431 | 9,844 | ||
Goodwill acquired during the period | 5,936 | |||
Goodwill impairment | (2,023) | |||
Effect of exchange rate changes | 104 | (1,326) | ||
Ending balance | $ 12,535 | $ 12,431 |
Franchise Rights Acquired, Go_4
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
May 07, 2023 | May 08, 2022 | Aug. 10, 2018 | Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Finite-lived intangible assets, aggregate amortization expense | $ 10,443 | $ 8,761 | $ 18,962 | $ 16,935 | |||||
Goodwill | 246,208 | 246,208 | $ 155,998 | $ 157,374 | |||||
Franchise right maturity period | 7 years | ||||||||
Goodwill impairment | $ 0 | $ 0 | $ 3,124 | ||||||
Kurbo Health, Inc | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Goodwill | $ 1,101 | ||||||||
Net purchase price | $ 3,063 | ||||||||
Kurbo, Inc | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Goodwill impairment | $ 1,101 | ||||||||
United States | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Goodwill | 104,020 | 104,020 | |||||||
Canada | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Goodwill | 40,463 | 40,463 | |||||||
Other Countries | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Goodwill | $ 12,535 | $ 12,535 | |||||||
All Reporting Units Except for Republic of Ireland | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Percentage of goodwill held | 99% | 99% | |||||||
All Reporting Units Except for Republic of Ireland | Goodwill | Minimum | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Percentage of estimated fair value in excess of carrying amount | 120% | ||||||||
Republic of Ireland | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Goodwill | $ 2,381 | $ 2,381 | |||||||
Percentage of estimated fair value in excess of carrying amount | 55% | ||||||||
Percentage of goodwill held | 1% | 1% | |||||||
Franchise Rights Acquired | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||||||||
Indefinite-lived intangible assets, impairment charges | $ 0 | ||||||||
Assumed cumulative annual revenue growth rate | 2.80% | ||||||||
Franchise Rights Acquired | Maximum | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Finite-lived intangible assets, estimated useful life (in years) | 1 year | ||||||||
Assumed Workshops + Digital revenue growth rate | (18.40%) | ||||||||
Assumed operating income margin rates | 12.70% | ||||||||
Assumed Digital revenue growth rate | 7.50% | ||||||||
Franchise Rights Acquired | Minimum | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Assumed Workshops + Digital revenue growth rate | (37.10%) | ||||||||
Assumed operating income margin rates | (6.40%) | ||||||||
Assumed Digital revenue growth rate | (14.80%) | ||||||||
Franchise Rights Acquired | Other Units of Account | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||||||||
Indefinite-lived intangible assets, impairment charges | $ 0 | ||||||||
Franchise Rights Acquired | United States | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Net book value of franchise rights acquired | $ 374,353 | $ 374,353 | |||||||
Franchise Rights Acquired | Canada | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||||||||
Indefinite-lived intangible assets, impairment charges | $ 24,485 | ||||||||
Franchise Rights Acquired | United Kingdom | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Net book value of franchise rights acquired | 2,799 | 2,799 | |||||||
Franchise Rights Acquired | Australia | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Net book value of franchise rights acquired | 4,137 | 4,137 | |||||||
Franchise Rights Acquired | New Zealand | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Net book value of franchise rights acquired | $ 2,350 | $ 2,350 | |||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||||||||
Indefinite-lived intangible assets, impairment charges | $ 834 | ||||||||
Percentage of estimated fair value in excess of carrying amount | 20% | ||||||||
Percentage of franchise rights acquired | 0.60% | 0.60% | |||||||
Franchise Rights Acquired | All Units of Account Except For New Zealand | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Percentage of franchise rights acquired | 99.40% | 99.40% | |||||||
Franchise Rights Acquired | All Units of Account Except For New Zealand | Minimum | |||||||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||||||
Percentage of estimated fair value in excess of carrying amount | 70% |
Franchise Rights Acquired, Go_5
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Assumptions Utilized in Annual Goodwill Impairment Analysis (Details) | May 07, 2023 | May 08, 2022 |
Assumptions Utilized in Annual Goodwill Impairment Analysis [Line Items] | ||
Discount rate | 10.80% | 9.60% |
Minimum | ||
Assumptions Utilized in Annual Goodwill Impairment Analysis [Line Items] | ||
Debt-Free Cumulative Annual Cash Flow Growth Rate | 3.90% | 1.20% |
Maximum | ||
Assumptions Utilized in Annual Goodwill Impairment Analysis [Line Items] | ||
Debt-Free Cumulative Annual Cash Flow Growth Rate | 24.90% | 20.60% |
Franchise Rights Acquired, Go_6
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Carrying Values of Finite-lived Intangible Assets (Detail) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 301,277 | $ 275,334 |
Accumulated Amortization | 227,270 | 208,965 |
Capitalized software costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 109,044 | 107,229 |
Accumulated Amortization | 99,369 | 94,375 |
Website development costs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 157,812 | 133,818 |
Accumulated Amortization | 104,186 | 91,482 |
Trademarks | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 12,175 | 12,162 |
Accumulated Amortization | 11,968 | 11,882 |
Other | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 13,980 | 13,961 |
Accumulated Amortization | 6,397 | 6,125 |
Trademarks and other intangible assets | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 293,011 | 267,170 |
Accumulated Amortization | 221,920 | 203,864 |
Franchise Rights Acquired | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 8,266 | 8,164 |
Accumulated Amortization | $ 5,350 | $ 5,101 |
Franchise Rights Acquired, Go_7
Franchise Rights Acquired, Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense of Finite-lived Intangible Assets (Detail) $ in Thousands | Jul. 01, 2023 USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of fiscal 2023 | $ 20,896 |
Fiscal 2024 | 26,108 |
Fiscal 2025 | 15,626 |
Fiscal 2026 | 3,481 |
Fiscal 2027 | 725 |
Fiscal 2028 | 357 |
Thereafter | $ 6,814 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 | Jul. 03, 2021 | |
Debt Instrument | ||||
Total debt | $ 1,445,000 | $ 1,445,000 | ||
Unamortized deferred financing costs | 9,711 | 10,652 | ||
Unamortized debt discount | 10,915 | 12,064 | ||
Total long term debt | $ 1,424,374 | $ 1,422,284 | ||
Effective rate | [1] | 7.35% | 5.45% | |
Term Loan Facility due April 13, 2028 | ||||
Debt Instrument | ||||
Total debt | $ 945,000 | $ 945,000 | ||
Unamortized deferred financing costs | 5,266 | 5,821 | ||
Unamortized debt discount | $ 10,915 | $ 12,064 | $ 5,000 | |
Effective rate | [1] | 8.80% | 5.85% | |
Senior Secured Notes due April 15, 2029 | ||||
Debt Instrument | ||||
Total debt | $ 500,000 | $ 500,000 | ||
Unamortized deferred financing costs | $ 4,445 | $ 4,831 | ||
Effective rate | [1] | 4.65% | 4.70% | |
Revolving Credit Facility due April 13, 2026 | ||||
Debt Instrument | ||||
Total debt | $ 0 | $ 0 | ||
Effective rate | [1] | 0% | 0% | |
[1] Includes amortization of deferred financing costs and debt discount. |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Mar. 30, 2025 | Apr. 14, 2024 | Jul. 01, 2023 USD ($) | Apr. 13, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jul. 01, 2023 USD ($) | Jan. 01, 2022 USD ($) | Jul. 03, 2021 USD ($) | Jul. 01, 2023 USD ($) | Mar. 29, 2025 | Apr. 15, 2024 | Mar. 30, 2024 | Dec. 31, 2022 USD ($) | ||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 1,445,000,000 | $ 1,445,000,000 | $ 1,445,000,000 | $ 1,445,000,000 | ||||||||||
Aggregate principal amount | 1,424,374,000 | 1,424,374,000 | 1,424,374,000 | 1,422,284,000 | ||||||||||
Fees incurred in connection with debt refinancing | $ 37,910,000 | |||||||||||||
Unamortized debt discount | $ 10,915,000 | $ 10,915,000 | $ 10,915,000 | $ 12,064,000 | ||||||||||
Loss on early extinguishment of debt | 29,169,000 | |||||||||||||
Financing costs in connection with debt refinancing | 9,017,000 | |||||||||||||
Write-off of pre-existing deferred financing fees and debt discount | 7,213,000 | |||||||||||||
Percentage of equity interests pledged | 100% | |||||||||||||
Percentage of annual excess cash flow | 50% | |||||||||||||
Percentage of annual excess cash flow after attaining first lien secured net leverage ratio one | 25% | |||||||||||||
Percentage of annual excess cash flow after attaining first lien secured net leverage ratio two | 0% | |||||||||||||
Percentage of net cash proceeds of certain non ordinary course asset sales by company and its restricted subsidiaries | 100% | |||||||||||||
Percentage of right to invest of net cash proceeds of certain non ordinary course asset sales by company and its restricted subsidiaries subject to certain qualifications | 100% | |||||||||||||
Percentage of net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries | 100% | |||||||||||||
Effective Interest Rate | [1] | 7.35% | 7.35% | 7.35% | 5.45% | |||||||||
Average interest rate on outstanding debt, exclusive the impact of swap | 7.35% | 7.35% | 7.35% | 5.45% | ||||||||||
Average interest rate on outstanding debt, including the impact of swap | 6.37% | 6.37% | 5.50% | |||||||||||
One-Month Term Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.11448% | |||||||||||||
Three-Month Term Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.26161% | |||||||||||||
Six-Month Term Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.42826% | |||||||||||||
Twelve-Month Term Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.71513% | |||||||||||||
Maximum | ||||||||||||||
Debt Instrument | ||||||||||||||
Pledge percentage of first tier foreign subsidiaries directly owned by company or wholly owned subsidiaries | 65% | |||||||||||||
4.500% Senior Secured Notes due 2029 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 4.50% | |||||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||||||
Senior Secured Tranche B Term Loan | ||||||||||||||
Debt Instrument | ||||||||||||||
Repayment of aggregate principal amount | $ 1,189,750,000 | |||||||||||||
Debt Instrument, maturity year | 2024 | |||||||||||||
8.625% Senior Notes due in 2025 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2025 | |||||||||||||
Debt instrument redeemed amount | $ 300,000,000 | |||||||||||||
Debt Instrument Interest Rate Stated Percentage | 8.625% | |||||||||||||
Fees incurred in connection with debt refinancing | 12,939,000 | |||||||||||||
Credit Facilities | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 945,000,000 | $ 945,000,000 | $ 945,000,000 | |||||||||||
Proceeds received from long-term debt | $ 1,000,000,000 | |||||||||||||
Senior Secured Revolving Credit Facility Due in 2022 | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 0 | |||||||||||||
Term Loan Facility due April 13, 2028 | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | 945,000,000 | 945,000,000 | 945,000,000 | $ 945,000,000 | ||||||||||
Unamortized debt discount | $ 10,915,000 | $ 10,915,000 | $ 5,000,000 | $ 10,915,000 | $ 12,064,000 | |||||||||
Effective Interest Rate | [1] | 8.80% | 8.80% | 8.80% | 5.85% | |||||||||
Term Loan Facility due April 13, 2028 | Federal Funds Effective Rate | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.50% | |||||||||||||
Term Loan Facility due April 13, 2028 | Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 1% | |||||||||||||
Debt instrument variable rate floor percent determined option one | 0.50% | |||||||||||||
Effective Interest Rate | 3.50% | 3.50% | 3.50% | |||||||||||
Term Loan Facility due April 13, 2028 | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument variable rate floor percent determined option one | 1.50% | |||||||||||||
Senior Secured Notes due April 15, 2029 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 4.50% | 4.50% | 4.50% | |||||||||||
Loan outstanding amount | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | ||||||||||
Effective Interest Rate | [1] | 4.65% | 4.65% | 4.65% | 4.70% | |||||||||
Debt instrument issued date | Apr. 13, 2021 | |||||||||||||
Debt instrument, mature date | Apr. 15, 2029 | |||||||||||||
Debt instrument interest payment term | Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. | |||||||||||||
Debt Instrument, redemption, description | On or after April 15, 2024, the Company may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to 102.250% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 101.125% on or after April 15, 2025 and to 100.000% on or after April 15, 2026. Prior to April 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Secured Notes with an amount not to exceed the net proceeds of certain equity offerings at 104.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to April 15, 2024, the Company may redeem some or all of the Senior Secured Notes at a make-whole price plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, during any twelve-month period ending prior to April 15, 2024, the Company may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes at a purchase price equal to 103.000% of the principal amount of the Senior Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. | |||||||||||||
Senior Secured Notes due April 15, 2029 | Change of Control | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument, percentage of aggregate principal amount that may be redeemed (up to) | 101% | |||||||||||||
Senior Secured Notes due April 15, 2029 | Sale of Assets | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument, percentage of aggregate principal amount that may be redeemed (up to) | 100% | |||||||||||||
Senior Secured Notes due April 15, 2029 | Debt Instrument Redemption Date, April 15, 2024 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 102.25% | |||||||||||||
Debt Instrument, redemption date | Apr. 15, 2024 | |||||||||||||
Senior Secured Notes due April 15, 2029 | Debt Instrument Redemption Date, April 15, 2025 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 101.125% | |||||||||||||
Debt Instrument, redemption date | Apr. 15, 2025 | |||||||||||||
Senior Secured Notes due April 15, 2029 | Debt Instrument Redemption Date, April 15, 2026 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 100% | |||||||||||||
Debt Instrument, redemption date | Apr. 15, 2026 | |||||||||||||
Senior Secured Notes due April 15, 2029 | Forecast | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 103% | |||||||||||||
Senior Secured Notes due April 15, 2029 | Maximum | Forecast | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, percentage of principal can be redeemed | 104.50% | |||||||||||||
Percent of principal amount of debt that may be redeemed (up to) | 40% | |||||||||||||
Debt instrument, percentage of aggregate principal amount that may be redeemed (up to) | 10% | |||||||||||||
Credit Facilities and Senior Secured Notes | ||||||||||||||
Debt Instrument | ||||||||||||||
Loan outstanding amount | $ 1,445,000,000 | $ 1,445,000,000 | $ 1,445,000,000 | |||||||||||
Revolving Credit Facility | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit Facility, maximum borrowing capacity | 61,250,000 | 61,250,000 | 61,250,000 | |||||||||||
Loan outstanding amount | 0 | 0 | 0 | $ 0 | ||||||||||
Aggregate principal amount | 0 | 0 | 0 | $ 0 | ||||||||||
Credit facility available amount | 173,921,000 | 173,921,000 | 173,921,000 | |||||||||||
Line of credit facility, issued but undrawn letters of credit | $ 1,079,000 | $ 1,079,000 | $ 1,079,000 | |||||||||||
Effective Interest Rate | [1] | 0% | 0% | 0% | 0% | |||||||||
Minimum outstanding amount to compliance springing maintenance covenant | 35% | |||||||||||||
Consolidated first lien leverage ratio | 7.48 | |||||||||||||
Revolving Credit Facility | Forecast | ||||||||||||||
Debt Instrument | ||||||||||||||
Consolidated first lien leverage ratio compliance | 5 | 5.25 | 5.50 | |||||||||||
Revolving Credit Facility | Federal Funds Effective Rate | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 0.50% | |||||||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Credit facility, interest rate | 1% | |||||||||||||
Debt instrument variable rate floor percent determined option one | 0% | |||||||||||||
Effective Interest Rate | 2.75% | 2.75% | 2.75% | |||||||||||
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt instrument variable rate floor percent determined option one | 1% | |||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility Due in 2022 | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2022 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 175,000,000 | |||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2026 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 175,000,000 | |||||||||||||
Term Loan Facility | Senior Secured Tranche B Term Loan | ||||||||||||||
Debt Instrument | ||||||||||||||
Debt Instrument, maturity year | 2028 | |||||||||||||
Credit Facility, maximum borrowing capacity | $ 1,000,000,000 | |||||||||||||
Write-off of pre-existing deferred financing fees and debt discount | $ 1,183,000 | |||||||||||||
Prepayments of aggregate principal amount | $ 52,500,000 | |||||||||||||
[1] Includes amortization of deferred financing costs and debt discount. |
Per Share Data - Computation of
Per Share Data - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Numerator: | ||||
Net income (loss) | $ 50,828 | $ (4,623) | $ (67,851) | $ (12,866) |
Denominator: | ||||
Weighted average shares of common stock outstanding | 78,007 | 70,305 | 74,302 | 70,195 |
Effect of dilutive common stock equivalents | 584 | |||
Weighted average diluted common shares outstanding | 78,591 | 70,305 | 74,302 | 70,195 |
Earnings (net loss) per share | ||||
Basic | $ 0.65 | $ (0.07) | $ (0.91) | $ (0.18) |
Diluted | $ 0.65 | $ (0.07) | $ (0.91) | $ (0.18) |
Per Share Data - Additional Inf
Per Share Data - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive common stock equivalents excluded from the calculation of diluted earnings (net loss) per share | 9,068 | 8,732 | 9,485 | 7,848 |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | (1740.00%) | 38.40% | (40.40%) | 26.70% | |
(Benefit from) provision for income taxes | $ (48,066) | $ 67,580 | $ (2,879) | $ 19,515 | $ (4,681) |
Derivative Instruments and He_3
Derivative Instruments and Hedging - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||||
Mar. 31, 2021 | Apr. 02, 2020 | Jun. 07, 2019 | Jun. 11, 2018 | Jul. 01, 2023 | Dec. 31, 2022 | |
Derivative | ||||||
Maximum length of time hedging forecasted | 1 year | |||||
Net derivative gains included in accumulated other comprehensive loss expected to be reclassified into earnings within the next 12 months, net of tax | $ 10,006 | |||||
Net derivative gains included in accumulated other comprehensive loss expected to be reclassified into earnings within the next 12 months, before tax | 13,343 | |||||
Interest Rate Swap | ||||||
Derivative | ||||||
Cumulative unrealized gain for qualifying hedges reported as a component of accumulated other comprehensive loss, net of tax | 7,967 | $ 10,723 | ||||
Cumulative unrealized gain for qualifying hedges reported as a component of accumulated other comprehensive loss, before tax | 10,472 | 14,146 | ||||
Interest Rate Swap | 2018 Swap | ||||||
Derivative | ||||||
Forward-starting interest rate swap, effective date | Apr. 02, 2020 | |||||
Forward starting interest rate swap, termination date | Mar. 31, 2024 | |||||
Derivative interest rate swap percentage | 3.1513% | |||||
Interest Rate Swap | 2019 Swap | ||||||
Derivative | ||||||
Forward-starting interest rate swap, effective date | Apr. 02, 2020 | |||||
Forward starting interest rate swap, termination date | Mar. 31, 2024 | |||||
Derivative interest rate swap percentage | 1.9645% | |||||
Interest Rate Swap | Cash Flow Hedging | ||||||
Derivative | ||||||
Notional amount | $ 500,000 | $ 500,000 | ||||
Interest Rate Swap | Cash Flow Hedging | 2018 Swap | ||||||
Derivative | ||||||
Notional amount | $ 250,000 | $ 500,000 | $ 500,000 | |||
Forward-starting interest rate swap, effective date | Mar. 31, 2021 | Apr. 02, 2020 | ||||
Interest Rate Swap | Cash Flow Hedging | 2019 Swap | ||||||
Derivative | ||||||
Notional amount | $ 250,000 |
Derivative Instruments and He_4
Derivative Instruments and Hedging - Aggregate Fair Value of Derivative Financial Instruments by Balance Sheet Classification and Location (Detail) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Derivative | ||
Derivative assets | $ 10,546 | $ 14,198 |
Derivative assets, current | $ 10,546 | $ 11,748 |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Assets | Assets |
Interest Rate Swap - Current Swaps | ||
Derivative | ||
Derivative assets, current | $ 10,546 | $ 11,748 |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense And Other Assets Current | Prepaid Expense And Other Assets Current |
Derivative assets, noncurrent | $ 2,450 | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jul. 01, 2023 | Dec. 31, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt outstanding amount | $ 1,424,374,000 | $ 1,422,284,000 |
Fair value of long-term debt | 906,567,000 | 782,384,000 |
Fair value assets, transfer between level 1 to level 2 | 0 | 0 |
Fair value liabilities, transfer between level 1 to level 2 | 0 | 0 |
Fair value assets, transfer between level 2 to level 1 | 0 | 0 |
Fair value liabilities, transfer between level 2 to level 1 | 0 | 0 |
Revolving Credit Facility | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying value of long-term debt | 0 | 0 |
Debt outstanding amount | $ 0 | $ 0 |
Fair Value Measurements - Aggre
Fair Value Measurements - Aggregate Fair Value of Derivative Financial Instruments (Detail) - Fair Value, Measurements, Recurring - Interest Rate Swap - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap current asset | $ 10,546 | $ 11,748 |
Interest rate swap noncurrent asset | 2,450 | |
Fair Value Measurements Using Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Interest rate swap current asset | $ 10,546 | 11,748 |
Interest rate swap noncurrent asset | $ 2,450 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive income (loss) before reclassifications, net of tax | [1] | $ 2,266 | $ 4,821 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | (4,325) | 3,181 |
Net current period other comprehensive income (loss) | [1] | (2,059) | 8,002 |
(Loss) Gain on Qualifying Hedges | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | [1] | 10,723 | (10,843) |
Other comprehensive income (loss) before reclassifications, net of tax | [1] | 1,569 | 11,162 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | [1],[2] | (4,325) | 3,181 |
Net current period other comprehensive income (loss) | [1] | (2,756) | 14,343 |
Ending balance | [1] | 7,967 | 3,500 |
Loss on Foreign Currency Translation | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | [1] | (16,193) | (7,761) |
Other comprehensive income (loss) before reclassifications, net of tax | [1] | 697 | (6,341) |
Net current period other comprehensive income (loss) | [1] | 697 | (6,341) |
Ending balance | [1] | (15,496) | (14,102) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | [1] | (5,470) | (18,604) |
Ending balance | [1] | $ (7,529) | $ (10,602) |
[1] Amounts in parentheses indicate debits See separate table below for details about these reclassifications |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassifications out of Accumulated Other Comprehensive Loss (Detail) - Interest Rate Contracts - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | ||
Interest Expense | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Gain (Loss) on Qualifying Hedges | [1] | $ 3,190 | $ (2,036) | $ 5,768 | $ (4,249) |
Income (Loss) before Income Taxes | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Gain (Loss) on Qualifying Hedges | [1] | 3,190 | (2,036) | 5,768 | (4,249) |
Provision for (benefit from) income taxes | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Gain (Loss) on Qualifying Hedges | [1] | (798) | 512 | (1,443) | 1,068 |
Net Income (Loss) | |||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items] | |||||
Gain (Loss) on Qualifying Hedges | [1] | $ 2,392 | $ (1,524) | $ 4,325 | $ (3,181) |
[1] Amounts in parentheses indicate debits to profit/loss |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) | 6 Months Ended |
Jul. 01, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Data - Information Abou
Segment Data - Information About Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenues, net | $ 226,830 | $ 269,454 | $ 468,724 | $ 567,214 | |
Operating income (loss) | 26,317 | 13,366 | (2,266) | 22,335 | |
Interest expense | 24,075 | 19,255 | 46,921 | 37,926 | |
Other (income) expense, net | (520) | 1,613 | (851) | 1,956 | |
(Benefit from) provision for income taxes | (48,066) | $ 67,580 | (2,879) | 19,515 | (4,681) |
Net income (loss) | 50,828 | (4,623) | (67,851) | (12,866) | |
Depreciation and amortization | 14,134 | 13,288 | 27,378 | 25,301 | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 58,043 | 56,527 | 77,908 | 96,204 | |
Depreciation and amortization | 8,990 | 8,826 | 16,747 | 17,784 | |
General Corporate | |||||
Segment Reporting Information [Line Items] | |||||
General corporate expenses | 31,726 | 43,161 | 80,174 | 73,869 | |
Depreciation and amortization | 5,144 | 4,462 | 10,631 | 7,517 | |
North America | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 162,188 | 188,375 | 333,213 | 393,055 | |
North America | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 35,100 | 26,654 | 45,786 | 48,063 | |
Depreciation and amortization | 8,728 | 8,345 | 16,196 | 16,798 | |
International | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 64,642 | 81,079 | 135,511 | 174,159 | |
International | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 22,943 | 29,873 | 32,122 | 48,141 | |
Depreciation and amortization | $ 262 | $ 481 | $ 551 | $ 986 |
Related Party - Additional Info
Related Party - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Oct. 18, 2015 | Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Initial agreement term | 5 years | |||||
Ms. Winfrey and Her Related Entities | ||||||
Related Party Transaction [Line Items] | ||||||
Services provided by related party | $ 87 | $ 144 | $ 322 | $ 576 | ||
Accounts payable to related party | $ 35 | $ 35 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 01, 2023 | Jul. 01, 2023 | Dec. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
2023 Plan | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | $ 1,784 | $ 24,416 | $ 13,608 | |||
Restructuring charges after tax | 1,338 | 18,310 | 10,201 | |||
2023 Plan | Real Estate Restructuring | Lease Termination and Other Related Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 565 | 14,894 | ||||
Restructuring charges after tax | 424 | 11,169 | ||||
Payments | 8,038 | |||||
Restructuring liability | 4,237 | 4,237 | ||||
2023 Plan | Real Estate Restructuring | Employee Termination Benefit Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | (101) | 4,263 | 1,798 | |||
Restructuring charges after tax | (76) | 3,197 | 1,348 | |||
Payments | 3,996 | |||||
Restructuring liability | 2,065 | 2,065 | ||||
2023 Plan | Organizational Restructuring | Employee Termination Benefit Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 1,137 | 4,876 | 11,810 | |||
Restructuring charges after tax | 853 | 3,657 | 8,853 | |||
Payments | 6,849 | |||||
Restructuring liability | 9,837 | 9,837 | ||||
2023 Plan | Other Costs | Scenario Forecast | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated cost | $ 3,000 | |||||
2023 Plan | Minimum | Scenario Forecast | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated cost | 39,000 | |||||
2023 Plan | Minimum | Real Estate Restructuring | Scenario Forecast | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated cost | 24,000 | |||||
Revised estimated cost | 20,000 | |||||
2023 Plan | Minimum | Organizational Restructuring | Scenario Forecast | General and Administrative Expenses | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated cost | 15,000 | |||||
Revised estimated cost | 16,000 | |||||
2023 Plan | Maximum | Scenario Forecast | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated cost | 46,000 | |||||
2023 Plan | Maximum | Real Estate Restructuring | Scenario Forecast | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated cost | 28,000 | |||||
Revised estimated cost | 24,000 | |||||
2023 Plan | Maximum | Organizational Restructuring | Scenario Forecast | General and Administrative Expenses | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated cost | 18,000 | |||||
Revised estimated cost | $ 19,000 | |||||
2022 Plan | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 27,181 | |||||
Restructuring charges after tax | 20,375 | |||||
2022 Plan | Lease Termination and Other Related Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 3,791 | |||||
Payments | 122 | 1,877 | ||||
Provision estimates | (425) | |||||
Restructuring liability | 0 | 0 | ||||
2022 Plan | Employee Termination Benefit Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 19,170 | |||||
Payments | 5,529 | 10,909 | ||||
Provision estimates | 1,283 | |||||
Restructuring liability | 4,015 | 4,015 | ||||
2021 Plan | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | $ 21,534 | |||||
Restructuring charges after tax | 16,109 | |||||
2021 Plan | Lease Termination and Other Related Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 119 | 12,688 | ||||
Payments | 777 | 7,640 | ||||
Provision estimates | (681) | (3) | ||||
Restructuring liability | 0 | 0 | ||||
2021 Plan | Employee Termination Benefit Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 148 | 8,846 | ||||
Payments | 507 | 3,814 | 4,802 | |||
Provision estimates | 57 | 72 | ||||
Restructuring liability | 0 | 0 | ||||
2020 Plan | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | $ 33,092 | |||||
Restructuring charges after tax | 24,756 | |||||
2020 Plan | Lease Termination and Other Related Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 7,989 | |||||
Payments | 86 | 4,649 | 645 | |||
Provision estimates | (116) | (470) | ||||
Restructuring liability | 0 | 0 | ||||
2020 Plan | Employee Termination Benefit Costs | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | 25,103 | |||||
Payments | 97 | 1,202 | 6,773 | 15,434 | ||
Provision estimates | (20) | $ (621) | $ (1,136) | $ 180 | ||
Restructuring liability | $ 0 | $ 0 |
Restructuring - Components of R
Restructuring - Components of Restructuring Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 01, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
2023 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 1,784 | $ 24,416 | $ 13,608 | ||
2023 Plan | Other Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 183 | 383 | |||
2023 Plan | Real Estate Restructuring | Lease Termination and Other Related Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 565 | 14,894 | |||
2023 Plan | Real Estate Restructuring | Employee Termination Benefit Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | (101) | 4,263 | 1,798 | ||
2023 Plan | Organizational Restructuring | Employee Termination Benefit Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 1,137 | $ 4,876 | 11,810 | ||
2022 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 27,181 | ||||
2022 Plan | Lease Termination and Other Related Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 3,791 | ||||
2022 Plan | Employee Termination Benefit Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 19,170 | ||||
2022 Plan | Lease Impairments | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 2,680 | ||||
2022 Plan | Other Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 1,540 | ||||
2021 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 21,534 | ||||
2021 Plan | Lease Termination and Other Related Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 119 | 12,688 | |||
2021 Plan | Employee Termination Benefit Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 148 | $ 8,846 | |||
2020 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 33,092 | ||||
2020 Plan | Lease Termination and Other Related Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 7,989 | ||||
2020 Plan | Employee Termination Benefit Costs | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 25,103 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 01, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
2023 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 1,784 | $ 24,416 | $ 13,608 | ||
2023 Plan | Cost of Revenues | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 532 | 19,425 | 1,798 | ||
2023 Plan | Selling, General and Administrative Expenses | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 1,252 | $ 4,991 | 11,810 | ||
2022 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 27,181 | ||||
2022 Plan | Cost of Revenues | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 6,476 | ||||
2022 Plan | Selling, General and Administrative Expenses | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 20,705 | ||||
2021 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 21,534 | ||||
2021 Plan | Cost of Revenues | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 16,727 | ||||
2021 Plan | Selling, General and Administrative Expenses | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 4,807 | ||||
2020 Plan | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 33,092 | ||||
2020 Plan | Cost of Revenues | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | 23,300 | ||||
2020 Plan | Selling, General and Administrative Expenses | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Total restructuring charges | $ 9,792 |