U.S. Markets closed

Edited Transcript of WTW earnings conference call or presentation 1-Nov-18 9:00pm GMT

Q3 2018 Weight Watchers International Inc Earnings Call

NEW YORK Nov 20, 2018 (Thomson StreetEvents) -- Edited Transcript of Weight Watchers International Inc earnings conference call or presentation Thursday, November 1, 2018 at 9:00:00pm GMT

TEXT version of Transcript

================================================================================

Corporate Participants

================================================================================

* Corey Kinger

Weight Watchers International, Inc. - VP of IR

* Mindy F. Grossman

Weight Watchers International, Inc. - President, CEO & Director

* Nicholas P. Hotchkin

Weight Watchers International, Inc. - CFO & President of Emerging Markets

================================================================================

Conference Call Participants

================================================================================

* Alex Joseph Fuhrman

Craig-Hallum Capital Group LLC, Research Division - Senior Research Analyst

* Brian William Nagel

Oppenheimer & Co. Inc., Research Division - MD & Senior Analyst

* Christina Marie Brathwaite

JP Morgan Chase & Co, Research Division - Analyst

* Edward James Yruma

KeyBanc Capital Markets Inc., Research Division - MD & Senior Research Analyst

* Frank Anthony Camma

Sidoti & Company, LLC - Senior Research Analyst

* Frederick Charles Wightman

Citigroup Inc, Research Division - Senior Associate

* Kara Lyn Anderson

B. Riley FBR, Inc., Research Division - Senior Analyst of Discovery Group

* Linda Ann Bolton-Weiser

D.A. Davidson & Co., Research Division - Senior Research Analyst

* Michael Lasser

UBS Investment Bank, Research Division - MD and Equity Research Analyst of Consumer Hardlines

* Olivia Tong

BofA Merrill Lynch, Research Division - Director

* Vincent J. Sinisi

Morgan Stanley, Research Division - VP

================================================================================

Presentation

--------------------------------------------------------------------------------

Operator [1]

--------------------------------------------------------------------------------

Good day, and welcome to the WW Third Quarter 2018 Earnings Conference Call. (Operator Instructions) Please note, this event is being recorded.

I would now like to turn the conference over to Corey Kinger, VP of Investor Relations. Please go ahead.

--------------------------------------------------------------------------------

Corey Kinger, Weight Watchers International, Inc. - VP of IR [2]

--------------------------------------------------------------------------------

Thank you, Sean, and thank you to everyone for joining us today for WW's Third Quarter 2018 Conference Call. As of 4:15 p.m. Eastern Time today, we issued a press release reporting the third quarter 2018 results. The purpose of this call is to provide investors with some further details regarding the company's financial results as well as to provide a general update on the company's progress. The press release is available on the company's corporate website located at corporate.ww.com. Reconciliations of non-GAAP measures disclosed on this conference call to the most directly comparable GAAP financial measures are also available as part of the press release.

Before we begin, let me remind everyone that this call will contain forward-looking statements. Investors should be aware that any forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those discussed here today. These risk factors are explained in detail in the company's filings with the Securities and Exchange Commission.

Please refer to these filings for a more detailed discussion of forward-looking statements and the risks and uncertainties of such statements. All forward-looking statements are made as of today and, except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Joining today's call are Mindy Grossman, President and CEO; and Nick Hotchkin, CFO.

I will now turn the call over to Mindy.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [3]

--------------------------------------------------------------------------------

Thanks, Corey. Good afternoon, everyone. It's good to be speaking with you today. Q3 was a great quarter for our company with strong financial performance. And I'm particularly pleased with our results given everything else we achieved in the quarter, including a major milestone in our brand transformation. I couldn't be prouder of our team for being able to perform at a high level and embrace the intensity of the period. To reflect the next stage of our evolution to expand our focus as beyond weight management to overall health and wellness, we announced on September 24, that we are becoming WW. The WW mark honors our leadership in weight loss, while our broadening our role in helping everyone live healthier lives. Our new tagline, Wellness that Works, is being used globally to inspire powerful habits rooted in science and our efforts are translating into results. Our momentum continued with Q3 with strong growth across many key metrics. Q3 marked our 12th consecutive quarter of member recruitment growth. Our 11th consecutive quarter of subscriber growth. Our 10th consecutive quarter of revenue growth and our sixth consecutive quarter of double-digit revenue growth. And we're not stopping there. Our pipeline is strong in terms of the activities, we have planned in the fourth quarter leading into our important winter season. Our achievements this quarter and our brand transformation sets us up to realize the true impact of our bold moves in 2019 and beyond. So with that, as a backdrop. On today's call, I'll walk you through the business highlights of the quarter. Nick will discuss our financial results and outlook. And I'll conclude our prepared remarks with our upcoming initiatives and how we're further enhancing the WW brand and experience for our members before we go into Q&A. The positive response to WW Freestyle has been key to our success this year and continue to drive strong financial performance in the quarter.

On a year-over-year and constant-currency basis, revenue was up 14% and leveraging the power of our high-margin business model, gross margin expanded 420 basis points and operating income increased 31%, delivering strong flow-through to profitability. We ended the quarter with 4.2 million subscribers worldwide, a record level for a third quarter and an increase of 25%, or more than 800,000 subscribers from a year ago and reflecting our usual seasonal trends. This increase was driven by continued double-digit number global recruitment growth and led by strength in North America and Continental Europe with particularly strong performance in France and Sweden. While recruitment was positive in the U.K., it remains a challenging and competitive market and we and the U.K. team and myself, are focused on improving performance in that market. Our leading mobile platform continues to be a driver of our growth. Our aspiration is for the WW app to become the world's everything app for wellness. All of our subscribers have full access to our highly rated WW app, which provides tools, content, connection and inspiration anytime, anywhere. Outperformance in digital, which was formally referred to as online, drove strong revenue and gross margin expansion in the quarter with digital end-of-period subscribers up 37% year-over-year. Approximately 2/3 of our total subscribers are digital only, and we expect digital to continue to be a high-growth engine for us in the years ahead. Turning to Digital + Studio, which we formally refer to as meetings in our financial reporting. WW Studios is a name we are now using for our physical environments, where we hold WW workshops to the evolution of our meetings. Growth in our Digital + Studio end-of-period subscribers remains solid, up 8% year-over-year, but a slight seasonal decrease versus earlier in the year. Digital + Studio is a strongly profitable business, and one that's a key differentiator in providing the in-person community and inspiration that many of our members are looking for in their wellness journeys. We have and will continue to make improvements to the WW Studio experience building upon the attributes that have made it the goal standard in weight loss and management for more than 50 years, but by modernizing and adapting it to the needs of tomorrow. We have performed an audit of our entire Studio footprint to help us determine how each and every studio whether a WW branded environment or an alternative location fits into our member experience. Over time, key locations will be fully remodeled to fit the vision of a modern WW Studio as our Edina, Minnesota and Park Slope, Brooklyn studios have been. As we optimize our Studio network, we are also actively pursuing partnerships to help us reimagine our third-party locations with the possibility of hosting WW workshops in other third-party properties, such as retailers, workspaces or hospitality partners that can offer a better member experience and our stronger representation of our brand and allow us another avenue for customer acquisition. By way of example, in Canada, we have a partnership with the retail chain, Loblaws, where we host WW workshops in the test kitchens of more than 60 locations. This partnership has been mutually beneficial and we are looking to expand the relationship. The last few months have been a very active time at WW with a number of successful initiatives launching. In addition to our rebrand, this year, we initiated the Wellness 365 strategy with our first summer marketing campaign. We brought WW Good mini-festivals to 6 cities in North America to bring wellness to all. We launched the first WW Freestyle Café: BKLYN at the Barclays Center with the menu curated by celebrity Chef Cat Cora to make healthier food choices accessible to new audiences for WW, and to encourage and reward members for referring family and friends to the program. This past summer, we added and Invite a Friend feature into our mobile app. When an invited friend signs up for WW, both members receive 1 free month added to their membership. So far the results have been fantastic, not only in driving recruitments, but also bringing in members who are new to WW. Nick will discuss the impact in more detail shortly.

Our summer marketing campaign worked well, continuing the momentum from earlier in the year and presenting WW in a more modern and vibrant way in our first global integrated campaign. However, as we moved into the fall season, the campaign wasn't quite as resonant, especially when comping against strong performance a year ago, where we were also highlighting a strong weight loss claim. Based on these results, we strengthened our call to action on our marketing efforts focusing on clearer messages and offers to drive recruitment and demonstrate the efficacy of our program. In fact, I'm extremely pleased that we announced today our first new data point on the weight loss results, our North American members are seeing on WW Freestyle since the launch of the program. As you know, WW Freestyle with more than 200 ZeroPoint foods is our most flexible, livable program ever. And after 6 months, members who track their weight lost 10% more weight than on last year's program where we had a 15% more weight loss claim. So on top of that, these results are impressive and we have started featuring them in our marketing just this week reinforcing one of the reasons people come to WW, because it works. As WW, we are evolving the way we show up in the world and in people's lives. On September 24, we announced our new branding and rolled it out in the updated WW app and enhancements in October. We are not only going to be the world's partner in weight loss, we're also going to be the world's partner in wellness. Helping people, all people, lead healthier lives. No matter what your goal is, to lose weight, eat healthier, move more, develop a positive mindset or all of the above. We will deliver science-based solutions that fit into people's lives. As a reminder, the WW mark has been associated with the Weight Watchers brand for years. And before launch, we tested the combination of the WW mark and the tagline with consumers across 4 countries. We talked about current and former members and many other individuals who are not part of the WW family. We heard words like clean, bold, clear, positive and powerful. People have always associated our brands with real results and that remains a valuable part of our brand and legacy. If you ask anyone why joined, stayed with or returned, why WW? Their immediate response is, it works. It is a statement that says, we can help people achieve sustainable results regardless of their wellness goals. Wellness that works is for everyone. And we are looking forward to relaunching WW Freestyle under our new brand this winter. We are leading the future in reflecting what people want in a wellness partner today. A holistic partner that inspires them, motivates them and enables them to achieve anything and everything that healthy means to them. They're looking for a wellness partner with a mission and a purpose.

Earlier this year, in February, we talked about making wellness accessible to all and being a wellness partner for families. Since then, we have enlisted a youth advisory board, made up of experts in pediatrics, psychology and healthy weight management to inform all of our decisions related to use. As a next step in this journey, we recently acquired, Kurbo, a scientifically proven family-based healthy lifestyle coaching program derived from Stanford University's pediatric weight control program. It was developed by doctors based on more than 30 years of clinical nutrition and behavioral modification research to help youth and their families build sustainable, healthy habits. At this time, Kurbo will continue to service members as a standalone offering. We are developing our future strategy with input from our youth advisory board with the goal of delivering on our commitment to make wellness accessible to all. We are developing an ecosystem, one that encompasses nutrition, activity, mindset, motivation and community. The advances we have made over the past year in building out our offering in these areas has been significant, but again, we are only just getting started on what WW can mean for wellness. And let me be clear, we will sustain our leadership in weight loss. We are committed to having the leading healthy eating program worldwide. And with WW Freestyle we're delivering on that commitment with a program that is effective, sustainable and livable. Healthy eating is our cornerstone to providing a holistic program that inspires and guides members on their wellness journey.

And now I will hand the call over to Nick to discuss our Q3 performance and 2018 outlook.

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [4]

--------------------------------------------------------------------------------

Thanks, Mindy. Our results in Q3 were solid with the strong subscriber trends, double-digit revenue growth and impressive flow-through to operating margin. Member recruitment in Q3 continued to be well above prior year bringing our end-of-period subscribers to 4.2 million, up 800,000 subscribers or 25% from prior year driven by strong digital performance and supported by a great start to our Invite a Friend initiative. Similar to what we saw in the first half in the U.S., more than 40% of our member sign-ups in Q3 were new to WW. An increase in the proportion of first-time members compared to recent years. In addition, approximately 17% of Invite a Friend sign-ups in the U.S. are men, a notable increase compared to our overall average of about 10%. On a global basis, average retention continues to be well over 9 months in both Digital and Digital + Studio reflecting the value our members are finding in WW. Total paid weeks were up 24% year-over-year in Q3 with double-digit gains in all of our major geographies. Given the particularly strong growth of our digital business, paid weeks growth exceeded revenue growth. Q3 total revenue of $366 million, increased $42 million or 14% year-over-year on a constant-currency basis. A continuation of the double-digit growth rates, we saw in the first half of the year.

The operating leverage in our business model is reflected in the strong flow-through to profitability in the quarter. Gross margin rate was 59%, up 420 basis points year-over-year on constant currency. And operating income of $119 million, increased 31% on a constant-currency basis from the prior year third quarter, bringing our operating income margin to 33%. In Q3, for every incremental dollar of revenue growth, we delivered an impressive $0.65 in the incremental operating income. While absolute marketing expense was higher on a year-over-year basis, it remained relatively flat as a percent of sales as we continue to focus on the efficiency of our spend. In addition, if we look at our U.S. recruits in Q3, the ratio of subscriber value to cost per acquisition continued to be strong at over 5 to 1. We delivered GAAP Q3 EPS of $1, which included a $0.06 benefit from the reversal of certain tax reserves. This compares to GAAP EPS of $0.65 in Q3 2017, which also benefited from reversal of certain tax reserves, which had a $0.03 positive impact. At quarter end, our cash balance was $220 million, up from Q2 end and our revolver is undrawn. EBITDAS was $135 million in Q3, up from $109 million in the prior year quarter.

Turning to our performance by geographic market. In Q3, North America revenue increased 15% on constant currency and end-of-period subscribers increased 25%. Continental Europe revenue increased 22% on constant currency and end-of-period subscribers increased 29%. And in the U.K., revenue was flat on constant currency and end-of-period subscribers increased 12%. Before I turn to guidance, I'd like to spend a few minutes discussing the economics of our successful Invite a Friend program and also the seasonality of our business.

Invite a Friend is showing potential to be a significant recruitment driver for WW. Since launch, Invite a Friend drove approximately 130,000 sign-ups. With the award of a free month of membership for both the invited friend and the referring member, this results in about 260,000 free months, which reduces revenue by about $6 million as the program begins to ramp. However, bear in mind that was about 2/3 of the sign-ups being first-time members. We are attracting members that we'd likely not have reached otherwise adding significant value over the lifetime of these subscriptions. Assuming these 130,000 new members stay with WW for the average retention period, that would equate to more than $25 million in revenue over the course of their tenure.

Turning to seasonality. And we've included an illustration of our seasonal trends in the investor presentation available on our corporate website. We have predictable seasonal subscriber trends, with the highest volumes of member recruitments occurring in winter, particularly in January. Historically, approximately 40% of our annual member recruitments have occurred during Q1. Therefore, each year, Q1 is our peak for end-of-period subscribers, and each year-end is our low point. To illustrate, we went from 3.2 million at the end of 2017 to a record 4.6 million at the end of Q1, then moved to 4.5 million and 4.2 million at the ends of Q2 and Q3, respectively, and we expect to end 2018 with up to 4 million subscribers. A 12% decline from the Q1 end level, but a 25% increase in level year-over-year.

Looking at 2015 to 2017, the average Q1 to Q4 end subscriber decline was 14%, but in 2018 in line with typical seasonality. In 2017, we had unusually low seasonality with only a 10% decline as we benefited from the gains and retention we'd started to see in the back half of 2017. Importantly, ending 2018 at 4 million subscribers would be 800,000 higher than where we ended 2017. And by far, the highest level of subscribers at year-end in our history. Also, keep in mind that December is generally a pretty quiet recruitment period up until the last few days of the year, which are far more active as the new year approaches. The subscribers that come in at year-end show up in our end-of-period subscriber metric, but the real impact in terms of their financial contribution isn't realized until the next fiscal year.

Now turning to our full year 2018 guidance. Due to the continued mix shift towards digital subscriptions, a higher-than-anticipated number of recruits through Invite a Friend as well as some softening in the U.K., we are now anticipating full year 2018 revenue to be approximately $1.53 billion. For the year, this revenue guidance assumes an estimated foreign exchange benefit of $18 million, which is about $2 million less than what we guided to on our last call. We are updating our full year GAAP EPS guidance to a range of $315 million to $325 million compared to our prior range of $310 million to $325 million, reflecting the continued strong flow-through to profitability and incorporating a lower tax rate. This guidance assumes 70 million shares outstanding for the full year. For the remainder of my comments, I'll speak to the midpoint of our full year EPS range and on a constant-currency basis. So to provide a bit more color on our revenue forecast. In North America, our largest market, we anticipate full year revenues to be up in the mid-teens. In Continental Europe, we expect full year revenue to be up in the mid-20% range and in the U.K., we now expect full year revenue to be up in the mid-single digits.

We now expect gross margin rate to increase by about 400 basis points in 2018, and the change from prior guidance reflects the near-term impact of Invite a Friend referrals being above our initial forecast, which will result in an even greater benefit in 2019. And it also reflects increased sell-through of product inventory at discounted rates and development costs in advance of the launch of our new line of consumer products that we're very excited about. And gross margin rate for the full year also incorporates the launch impact of WellnessWins.

Marketing expense in 2018 is now expected to be approximately $235 million or flat year-over-year as a percent of sales. The year-over-year increase in absolute spend is largely due to investments in digital marketing initiatives and of summer campaign as well as investments in evolving our brand. Recall that our full campaign didn't include TV, but we will have a strong presence on TV during our busy winter season.

G&A expense in 2018 is expected to be about $245 million and down as a percent of sales. The increase in the dollar spend is primarily due to higher investments in revenue-driving areas, particularly tech and product capabilities in addition to higher equity compensation expense. Our business has strong flow-through to operating income. And for the full year, for each incremental dollar of revenue, we expect to generate at least $0.50 of incremental operating income. Below the line, we expect full year interest expense to be $143 million versus the $113 million in the prior year. And we're now assuming a tax rate of about 11% for the full year. For the full year, we now expect EBITDAS of approximately $460 million. Our balance sheet continues to improve quickly. We ended Q3 with a net debt-to-EBITDAS ratio of 3.6x, a nearly 2-turn improvement from just 1 year ago. And we expect to end 2018 at about 3.25x net debt-to-EBITDAS, achieving our previously stated target of below 3.5x leverage. And given our financial and balance sheet momentum, we believe, we may have an opportunity to reprice our $1.5 billion term loan in the near future. While we continue to be highly focused on reducing leverage. We may consider small acquisitions with a good strategic and financially attractive rationale, including those that could enhance our technology and science capabilities. As Mindy mentioned in the quarter, we made a tuck-in acquisition with the addition of Kurbo for approximately $3 million. We have also been investing in our brand transformation, which is the foundation of our growth strategies in the years ahead. And ahead of our brand launch, we invested about $10 million in intellectual properties, including WW Internet domains. These investments in IP are now substantially complete. For the year, we expect CapEx primarily driven by tech spend, capitalized software and office space investments to be in the $60 million range and G&A is expected to be about $45 million.

Looking forward to 2019. We expect target revenue growth to be fueled by 4 things: higher recruitment, higher retention, product sales and partnerships and the flow-through from a much higher subscriber base at the end of 2018. Let me touch on this last point now, and I'll be discussing the other 3 areas and our 2019 guidance in more detail when we report our year-end results in February. But to illustrate the flow-through of our subscription model, ending 2018 with about 4 million subscribers would translate to a $0.50 increase in EPS in 2019, due to starting 2019 with 800,000 more subscribers year-over-year. Importantly, this is on top of our plans to continue to grow recruitment, retention and other revenue streams in 2019. We continue to make solid progress towards our 3-year goal to increase our revenues to more than $2 billion in 2020. And as previously mentioned, we expect about 80% of this revenue growth to be driven by continued positive recruitment and improvements in retention, with opportunities in products, licensing, partnerships, B2B and new geographies also contributing to the overall growth picture.

As seen in outperformance, recruitment growth results in gross margin expansion, and as we plan towards 2020, we are managing the business to keep marketing and G&A expenses as a percent of sales relatively flat. Therefore, we believe we have future margin expansion upside and we expect our growth rate of profit to exceed our growth rate of sales. And with that, I would like to turn it back to Mindy.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [5]

--------------------------------------------------------------------------------

Thanks, Nick. As I mentioned earlier, we have many exciting initiatives underway and more launching in the fourth quarter to further drive recruitment as well as retention in 2019. Let me first touch on what we're doing on the digital front as WW moves beyond weight to wellness and continues to innovate as a technology experience company. Last month in the U.S., we launched our first loyalty and rewards program. Unlike other loyalty programs, ours is not about dollars spent. WellnessWins is an innovative program that rewards members with WW curated products and experiences for everyday behaviors that are proven to lead to healthier habits. Members earn Wins for tracking meals, activity, weight, as well as for attending WW wellness workshops. Wins can be redeemed for a range of products, services and experiences designed to inspire members on their wellness journeys. From custom WW products available exclusively for members to special offerings and experiences curated through new partnerships with imaginative companies such as ClassPass, Rent the Runway and Thrive Market, for example. Early member engagement has been highly encouraging. In this 3 weeks, following the launch of WellnessWins compared to the 3 weeks prior in the U.S., tracking overall is up about 20% and excluding tracking from sync devices, activity tracking is up 80%. Through increased engagement, we believe WellnessWins has the potential to further unlock increased retention in 2019. And we look forward to rolling it out to our international markets in Q1. In addition, with FitPoints 2.0 coming to members globally in December, we are delivering more personalized experiences for members as we encourage activity choices based on what will have the greatest impact on an individual's health and wellness.

The new FitPoints will be personalized to each individual within the WW app, based on their height, weight, age and sex, so members know exactly what each activity is worth to them, and just as all calories are created equal, the same is true for activities. 100 calories burned walking is not the same as 100 calories burned lifting weights or running. And so the new algorithm encourages members to include some high intensity and strength training in their activity plans, but still provides the ability to earn FitPoints for all types of activities. Cultivating a portfolio of strategic partnerships is an important initiative for us, as we think about nutrition, activity, mindset, motivation and community. We will always own our own leadership in behavioral science for weight loss and management. To augment this leadership and truly become a wellness partner, we are highly focused on expanding our offering, specifically in fitness and positive mindset and are actively pursuing partnerships that are complementary to WW and where both sides see a strategic benefit. To further enhance this effort, I'm pleased to announce that Lauren Berson has joined WW to head of our strategic growth office leading our partnerships and M&A activities. Lauren joins us from the technology-focused venture capital firm, Andreessen Horowitz, where she advised portfolio companies on growth and go-to-market, bringing the 2 together for partnerships. Before Andreessen Horowitz, she had broad experience in business development and partnership strategy and implementation at Google, Meebo and Citi. We are further enhancing our fitness content through a new partnership with Aaptiv, a leading provider of premium digital health and wellness content. Aaptiv is developing a selection of exclusive audio-based fitness classes to WW members. Later in November, this content will be integrated into the WW app for U.S. members with a staggered rollout to international markets in December in Q1, 2019. This is the first time Aaptiv content will be integrated into another wellness program and we're excited to bring their content to our members to help them achieve our fitness goals. We previously discussed an initial pilot we did this summer with Headspace, a global in meditation and mindfulness. Following this successful pilot, we formed a broader partnership and we will be embedding Headspace content in our app, exclusive content, which is expected to start next week. The content will initially launch in English as part of the WW member experience and will later be offered in additional languages as Headspace expands internationally. Mindset is an essential part of overall wellness. I'm excited to be bringing this holistic content to all our members. We're also happy to be bringing more personalization and relevance to our WW community in Connect. In the coming weeks, we will be launching Connect groups, a new way to strengthen WW's community and help foster meaningful relationship that inspire healthy habits. Groups will deepen WW's Connect community in the app by helping people to find other members like them with more than 50 groups such as WW Bros, brides-to-be, moms and college students. Community is one of the powerful parts of the WW experience and an important element of wellness. As I mentioned earlier, we're developing an ecosystem. One that encompasses nutrition activity, mindset, motivation and community. So with inspiration and community from Connect, gamification from WellnessWins, meditation from Headspace, and fitness content from Aaptiv, all on top of our leading program for nutrition, we're starting to truly build out a digital platform that has the opportunity and permission to be more fully integrated into our members lives. And outside of digital, we have significant opportunity becoming a bigger part of people's lives by providing the products and experience to help them on their wellness journey. In January, our new line of WW consumer products, which have been entirely reformulated, reimagined, repackaged, will be available to consumers not only in WW Studios but also online. To-date, we have been underrepresented in e-commerce. Consider that our total annual consumer product sales in Studios are $140 million compared to this year's e-commerce sales of just $15 million. Coming soon, we will have a whole new experience in our direct e-commerce site. In addition, we're excited to be making our new product line more broadly available in Q1 with the launch of our first own WW branded marketplace on Amazon. With the reimagining of our consumer products and expanded availability, we believe we have the opportunity to expand sales of our consumer products in the years to come. And as we expand our WW Healthy Kitchen offering with fresh food, we want WW to be instantly recognize as being the mark that exemplifies being fresh, healthy and delicious. Not just for WW members, but all consumers interested in making healthy choices. Our WW Fresh quick-prep preportioned meal kits are now being piloted and we look forward to a broader rollout beginning later this quarter and expanding in 2019. In addition, I'm excited to announce that WW is partnering with Blue Apron to introduce WW Freestyle-inspired dishes to Blue Apron menus beginning in January 2019. The chefs at Blue Apron and WW are curating a line of healthy and delicious meal kit recipes that can be delivered directly to the home, furthering our purpose to inspire healthy habits for real life and Blue Apron's mission to make incredible home cooking accessible to everyone. This partnership will further expand the reach of WW to audiences beyond our member base as well as provide tools and solutions for our members who are looking for flexible convenient options for healthy eating for both themselves and their families. As demonstrated by our partnership with the Barclays Center with our first WW Freestyle Café, we are looking to provide delicious healthy foods in a wide variety of places to help make healthier options accessible to all and expand the reach of the WW brand. So as you can see, we have a lot in the pipeline in the fourth quarter and beyond to enhance the WW experience for our members and we look forward to announcing additional partnerships in 2019. And with as much as we've accomplished in 2018, I'm even more enthusiastic about 2019. Let's talk about WW Freestyle, which we're bringing even more people worldwide and we expect will continue to drive recruitment. WW Freestyle has become an impactful brand in and of itself and we will be relaunching under that brand in the U.K., Germany, Australia and New Zealand in December. Our winter campaign is a powerful global integrated marketing campaign that celebrates our members, their motivation, successes and what a healthy lifestyle means to them. Our team, including Oprah Winfrey, has been collaborating on the direction of the campaign for the better part of this year and we look forward to its launch this coming winter. Our first globally integrated campaign was launched this summer, we're taking all learnings and successes from that campaign to create our most comprehensive multi-platform marketing campaign to-date, including social media activations by our WW ambassadors in every market. We are purposely building out a diverse portfolio of engaged WW ambassadors from all areas of culture who are enthusiastic about sharing their wellness journeys and inspiring others. When we work with the right ambassadors, those whose journey is authentic and they're committed to making themselves in the world healthier, it makes a real impact. From chefs, Eric Greenspan and Cat Cora, to DJ Khaled and Kevin Smith, to Hélène Ségara and of course, the ultimate ambassador, Oprah Winfrey, they all have different reasons for joining WW. But what they have in common is the desire to be part of a wellness moment. And very soon, we will introduce 2 new celebrity ambassadors who we believe have the power to inspire many more to enjoying our program. More specifically in the U.K., we are focused on renewing the excitement and relevancy around WW, and we look forward to welcoming a new WW ambassador in this market shortly. We are not announcing the name today, but he is universally known with broad resonance not only in the U.K. but throughout Europe and Australia, and he will be featured in our campaigns across many of our international markets, including Germany and France. In the U.S., Oprah Winfrey will appear in our advertising alongside other WW members, including a new WW ambassador. Again, we're not introducing her today, but this global influencer is a perfect fit for WW and is an embodiment of our purpose of inspiring healthy habits to real life. She is passionate about her personal health and wellness, but perhaps even more so about inspiring others to embrace their bodies and their health to live their happiest, healthiest, most active life. And I look forward to officially welcoming both ambassadors to WW very soon. We have accomplished a great deal in the last year and with a modernized brand, expanded offerings and an engaging platform to foster inspired communities I'm now even more confident in our ability to deliver growth in 2019 and beyond.

Before we turn to Q&A, I'd like to welcome Julie Rice, Partner at WeWork and a Co-founder of SoulCycle, to our Board of Directors, and to thank Sacha Lainovic for his many contributions and invaluable insights over his tenure on the Board. I have known and respected Julie for many years. And I'm thrilled she has joined our Board at such an important juncture for our company. Thanks for joining us on the call today.

With that, we'll now turn the call to the operator for Q&A.

================================================================================

Questions and Answers

--------------------------------------------------------------------------------

Operator [1]

--------------------------------------------------------------------------------

(Operator Instructions) Our first question comes from Olivia Tong with Bank of America Merrill Lynch.

--------------------------------------------------------------------------------

Olivia Tong, BofA Merrill Lynch, Research Division - Director [2]

--------------------------------------------------------------------------------

My first question is actually not too dissimilar -- not too -- pretty similar to the one I asked last quarter, but I think it's relevant again. So 14% constant currency growth is obviously quite good, but it's now the second quarter in a row where your year-over-year sales growth has decelerated as has the end-of-period subscribers, and it's happening in all your regions. So I guess can we talk a little bit about that? Like what are you doing to make sure this pendulum -- do you think -- do you expect the pendulum to swing back the other way? And if so what's going to drive that? I know you have a lot of initiatives in place for the upcoming season. But it's not a year with a new program. There is no shortage of competition. So just kind of interested if you could give a little bit more color on how you accelerate that base when -- given the backdrop.

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [3]

--------------------------------------------------------------------------------

Thanks, Olivia. I'll talk to some of the numbers, and I'm sure Mindy and I will both share our excitement about 2019. Look it's the sixth quarter in a row of double-digit revenue growth, 14% on top of 14% revenue growth same quarter last year, 25% end-of-period active growth on top of 18% growth this time last year. So I'm thrilled that we got a really fast-growing digital subscription business, with end-of-period subscribers up 37% year-over-year. And I'm also pretty pleased given how much I know we can do to further enhance the business that we've got a bricks-and-mortar business up 8% year-over-year and end-of-period subscribers, too. So I think that's strong results. I think the momentum in the business is terrific. And I've never seen such a wonderful pipeline of initiatives to drive recruitment, retention and enhance our brand and -- as we've just laid out in this call.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [4]

--------------------------------------------------------------------------------

I'm going to talk specifically about Freestyle, which, as I said, is our most successful program to date. If you think about it, we launched in January, and it's just this week that we have the qualitative evidence to know that we are seeing 10% greater weight loss. And if you remember, our last program had 15%. So we have in no way maximized both the communication as well as the efficacy and the word of mouth about that program. And what I'm excited about as a branding person, that program is becoming a brand on its own, and we have a lot of runway. In addition, we have markets that haven't been yet launched as Freestyle, most notably, the U.K., Germany, Australia and New Zealand. So in particular, in those markets, it will be a new brand campaign but being able to use the experience of the performance of Freestyle. So that's on the program side.

And then in addition to that, you have all the other elements, which will create kind of a fulsome message for each of the markets with our most significant, multi-platform branding campaign that we have done in the history of the company, which will also include our leadership in weight loss and the diversity of who can be part of our program. So it's a combination of those things, to Nick's point, that we feel confident about. And then add in the influencer base that wants to be part of our mission in what we're doing. And just to give you an example, if you look year-on-year what we will be going into 2019 with from that point of view, our influencers in all areas of culture, from fitness to chefs and food to popular culture, from mega influencers all the way to micro influencers supporting our diversity. So those are very important platform for us as well.

--------------------------------------------------------------------------------

Olivia Tong, BofA Merrill Lynch, Research Division - Director [5]

--------------------------------------------------------------------------------

Got it. Just one quick follow-up. Have you guys said when you're launching Freestyle in those other markets? And if not, do you have that already planned out?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [6]

--------------------------------------------------------------------------------

It will be the end December, January period. Yes.

--------------------------------------------------------------------------------

Olivia Tong, BofA Merrill Lynch, Research Division - Director [7]

--------------------------------------------------------------------------------

Got it. Okay. And then just -- I have to ask, I mean, the keto diet continues to gain popularity. We've obviously seen many times in the past where various diets have come and gone. But obviously, dealing with in the eye of the storm can be pretty challenging. So what are you doing to remind dieters about the WW plan when there is a lot of buzz around something completely different than your plan?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [8]

--------------------------------------------------------------------------------

Yes, Olivia, to your point, there is always things that are going to come, and they are going to be the buzz of the moment. We have said, and I know I have said repeatedly, that our biggest competition is people thinking that they can get healthy themselves. And what we give them is something that sustainably can fit into their lives, not just for a short term, but for long term. And that has been our approach, and that is really what's resonating with people about Freestyle, in particular, that it is completely livable. You can eat what you want. You can go out. You can share, you can do. And that's what's really resonating, and that's what we have to stay focused on.

--------------------------------------------------------------------------------

Operator [9]

--------------------------------------------------------------------------------

Our next question comes from Brian Nagel with Oppenheimer.

--------------------------------------------------------------------------------

Brian William Nagel, Oppenheimer & Co. Inc., Research Division - MD & Senior Analyst [10]

--------------------------------------------------------------------------------

So my first question on subscriber growth, and it's my understand -- I think in talking with our clients, there's still a lot of confusion around is the trajectory in subscriber growth through the year given the seasonality of your business. The question I have is, you have the annual guidance out there, you haven't provided quarterly guidance. But the ending -- Q3 ending subscribers, was that in line with your plan as you have internal projections? But did you end in line with plan? And then a follow-up to that, with regards to retention, you usually give some color commentary. How is that tracking relative to your internal targets as well?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [11]

--------------------------------------------------------------------------------

Any thoughts on that?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [12]

--------------------------------------------------------------------------------

Yes. Good to talk to you, Brian, and I'd encourage people to look at Page 8 of the supplement we put on our website, a good chart there on the subscriber seasonality, which shows that what we're experiencing this year is a normal, predictable seasonal trends. In terms of end-of-period subscribers where we thought we'd be, we're still on track to end of the year with about 4 million subscribers, which has been our goal, and so we're pleased with that. Look, our performance versus consensus revenue and therefore businesses are on plans was a little soft. That has more to do with mix in our business than anything else. Now going back to 2/3 of our people in our program now doing the business exclusively, digitally. And that business, growing very fast. We've also talked about Invite a Friend performing ahead of our expectations and that being a near-term revenue drag and then also, of course, we've been forthright about some U.K. softness. But overall business continues to perform great, something where I hoped we would be, and looking forward to maintaining momentum with all the exciting things we've got coming in '19.

--------------------------------------------------------------------------------

Brian William Nagel, Oppenheimer & Co. Inc., Research Division - MD & Senior Analyst [13]

--------------------------------------------------------------------------------

Got it. It's helpful, Nick. And then I guess that's a decent segue into my final question. With respect to gross margins, you've obviously posted some nice, consistent, healthy year-on-year increases in gross margin. As we think about the puts and takes, is that still primarily the digital versus physical shift? And maybe want to opine a bit about it, it seems as though, if I'm looking to your guidance, you may have tweaked down the gross margin guidance for the year modestly. What are the thought processes and drivers behind that?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [14]

--------------------------------------------------------------------------------

Yes. Look, Brian, I'm glad you mentioned that. We did tweak it down from 425 to 400. Look at Q4 in particular, we're selling through our old consumer products because we're so excited to launch our new line of WW consumer products and those launch and packaging costs, et cetera, as we get ready to launch that on e-commerce. So also, gross margin impact associated with Invite a Friend ramping and probably about $2 million or $3 million impact related to the launch of Wellness Wins as we launch it. So frankly, putting all those things together, our gross margin rate for the year would have been over 425 basis points. So the fundamentals of the business model driven by rich online mix and operating leverage, very strong.

--------------------------------------------------------------------------------

Operator [15]

--------------------------------------------------------------------------------

Our next question comes from Michael Lasser with UBS.

--------------------------------------------------------------------------------

Michael Lasser, UBS Investment Bank, Research Division - MD and Equity Research Analyst of Consumer Hardlines [16]

--------------------------------------------------------------------------------

So we have seen progressive deceleration in digital and Studio subscriber number. Is it possible that you'll be able to accelerate that, the double-digit growth in North America from here over the next few quarters?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [17]

--------------------------------------------------------------------------------

Yes. Look, we're very confident in our -- so I would say like the momentum in our digital business has been strong throughout the year looking at your revenues, 37, 37, 35. Some slowing in Digital + Studio, as you mentioned. You talked about that, but...

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [18]

--------------------------------------------------------------------------------

But digital has been pretty consistent as a very high-growth vehicle everywhere.

--------------------------------------------------------------------------------

Michael Lasser, UBS Investment Bank, Research Division - MD and Equity Research Analyst of Consumer Hardlines [19]

--------------------------------------------------------------------------------

I guess just in the -- if you take the former Meetings business in North America, how should we think about modeling that growth rate? I think most of the models probably had high single-digit expectation in terms of subscribers for next year. And given the performance of third quarter where it's low and then you add in the complicating factor that you got these friends from some of the new launches, it makes it uniquely difficult to model in the next year. So would you -- was it reasonable to expect that high single, low double-digit formerly Meetings subscribers are from a term Meetings subscriber growth is still reasonable?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [20]

--------------------------------------------------------------------------------

Well, we're certainly doing a lot of work on our Meetings, whether it's content, whether it's location and driving. But what you also would expect, there is some seasonality to that. So you tend to see acceleration of Meetings growth, for example, in the first quarter when you have a lot of members who are recurring members coming back. And what we're trying to do now with our, okay, Studio Plus is create new opportunities outside of even our current Meetings to attract new audiences. And that's a big initiative. But you will see some seasonality, but you will see definitely see an uptick going into first quarter.

--------------------------------------------------------------------------------

Michael Lasser, UBS Investment Bank, Research Division - MD and Equity Research Analyst of Consumer Hardlines [21]

--------------------------------------------------------------------------------

An uptick in the growth rate?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [22]

--------------------------------------------------------------------------------

Yes.

--------------------------------------------------------------------------------

Operator [23]

--------------------------------------------------------------------------------

Our next question comes from Edward Yruma with KeyBanc Capital Markets.

--------------------------------------------------------------------------------

Edward James Yruma, KeyBanc Capital Markets Inc., Research Division - MD & Senior Research Analyst [24]

--------------------------------------------------------------------------------

I guess, Mindy, first on the fall marketing campaign. Any sense as to why it didn't have the resonance? And I guess, how do you think about kind of marketing holistically and the balance between maybe traditional marketing versus your influencers?

And then I guess second was some interesting partnerships, I guess, on the loyalty side. Is there a cost associated with loyalty? Or are these basically affiliations that are kind of funding some of those loyalty perks?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [25]

--------------------------------------------------------------------------------

Okay. I'll talk about 2 of them. So If you recall, we had said that, for summer, we did our first global completely-integrated campaign to test that, in particular, against what we were going to do for winter, and that resonated. For fall, we didn't have the same global coordination. It was more local, and it just didn't have as much resonance. So we now, though, have the new claim that we recently gone out with. We've refreshed creative, and we're going forward from there. But what we're excited about is, because we know how summer resonated, is the winter campaign, which is one concept, very big, localized to market, global and resonant, will be very powerful. So I think that's what we see. So it's a very short-term element.

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [26]

--------------------------------------------------------------------------------

Yes. I mean, I think that's why the loyalty program has been fantastic, how many partners have wanted to come in and work with and be exposed to our members via WellnessWins, and obviously that reduces the cost of the prices that we're offering in the program and in the testing for that program where the cost of the prices was easily offset by the retention benefits from people engaging more of the program. And that's why we're so thrilled in those first 3 weeks to see tracking up 20% versus before the program launched.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [27]

--------------------------------------------------------------------------------

Let me just talk to you around partnerships in general and the lens that we look through. First of all, any partnership we do with anyone, they have to have the same goal as we do, which is to inspire people to be healthier, et cetera. But it has to be a partnership that will either help us recruit, help us retain or elevate the brand or a combination of those 3. And so if you look at whether it's our partnerships on WellnessWins or Headspace or Aaptiv or Blue Apron, those have been put through a vigorous lens. What I'm thrilled about is the number of people who want to partner with us because of the value of the brand and who we reach, et cetera. But we're very disciplined in our approach in terms of how we want to maximize those businesses.

--------------------------------------------------------------------------------

Operator [28]

--------------------------------------------------------------------------------

Our next question comes from Christina Brathwaite with JPMorgan.

--------------------------------------------------------------------------------

Christina Marie Brathwaite, JP Morgan Chase & Co, Research Division - Analyst [29]

--------------------------------------------------------------------------------

I just want to dig in a little bit more on the end-of-period subscribers. So understanding that they sequentially kind of decline historically just given the trend of the business. Historically, looks like they're about -- they're down about 200,000 members from 2Q to 3Q. And I think you called out that there was 130,000 subscriber lift from the retention -- or the refer a friend program. So net kind of implies that you're down 330 without that program. So I'm just wondering if you're seeing something -- first, are they not somehow incorporated on the end-of-period subscribers that you had reported? Or...

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [30]

--------------------------------------------------------------------------------

Let me go through it kind of one more time just to understand. And I think when you see the charts, I think you'll really understand the cadence. And if you -- at the beginning of the year, we basically said from 2018 to the end of 2020 what the cadence was going to be in the end-of-period subscribers. So if you recall, we said our end-of-period subscriber numbers at the end of 2020 is going to be 5 million. So why don't you walk through it again? I really think it's important that everyone understand how we look at the business and how we measure ourselves against the business.

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [31]

--------------------------------------------------------------------------------

Yes. Let me talk specifically about Q3 end-of-period subscribers. So up 25% on top of a really strong comp from last year, where we're performing well with increasing retention when business was up 18% end-of-period subscribers last year. So frankly, to end this Q3 with 4.2 million subscribers, highest Q3 ever, up 25% or up 800,000 from a year ago, from the good year, a year ago. Look, I was pleased with that. And in terms of the drivers we had to bring people into the brand, as we've said, since its launch, Invite a Friend has been a strong success for us. And 130,000 people came into the brand as a result of that program, and that's helping us drive the business, too. Does that answer your question, Christina?

--------------------------------------------------------------------------------

Christina Marie Brathwaite, JP Morgan Chase & Co, Research Division - Analyst [32]

--------------------------------------------------------------------------------

Yes. I guess just to put a finer point on what I'm trying to communicate is, in that slide, which is really helpful, so thank you for that, in the slide you're saying in the guidance that you're implying that there should be a -- because of seasonality that the subscribers should be down about 12% by the end of this year versus 10% last year, right? And if retention is improving, and you're recruiting more than you expected through the refer a friend program, I'm just confused as to why it should be worse than last year.

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [33]

--------------------------------------------------------------------------------

Yes. I would say retention wasn't improving in the back half of last year as we added features and kind of really ramped into this leading digital platform and people were using Connect more and more, for example. I'm pleased, frankly, sitting here right now that our retention is holding at those record levels. And knowing that we just launched WellnessWins, that can be the next catalyst for retention. So I would say from Q2 to Q3 this year, retention, pretty flat but at record levels. Last year, it was increasing, and that's part of the comparison.

--------------------------------------------------------------------------------

Christina Marie Brathwaite, JP Morgan Chase & Co, Research Division - Analyst [34]

--------------------------------------------------------------------------------

Okay. That's really helpful. And then just, Mindy, if you could talk a little bit about what the challenges have been in the U.K. I know that you guys are expecting things to improve in 3Q. And so what was the major kind of disconnect there? And how can we...

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [35]

--------------------------------------------------------------------------------

Yes. Sure. The good news is in the 15 months I've been at the company, I have spent a lot of time in every market, certainly understanding what combinations of things are going to drive both the relevancy, the business, the momentum, the brand strength. And I would say that the U.K. was behind some of the other countries in those areas. So for example, if you take a company -- a country that's delivering on all cylinders, like France, they have elevated brand in their marketing, they have strategic partnerships, they have a powerful influencer in Hélène Ségara and a lot of articulation. So there's a formula that works, and we're applying that to the U.K. I mean I mentioned there's a powerful ambassador that we will be announcing. The team is doing a lot of the work around the partnerships, elevating the brand and experience. And that's what we're doing there, and they're all galvanized around it. I've certainly been spending -- I have spent time there.

--------------------------------------------------------------------------------

Operator [36]

--------------------------------------------------------------------------------

Our next call comes from Alex Fuhrman with Craig-Hallum Capital.

--------------------------------------------------------------------------------

Alex Joseph Fuhrman, Craig-Hallum Capital Group LLC, Research Division - Senior Research Analyst [37]

--------------------------------------------------------------------------------

Wanted to ask about the Invite a Friend program. It seems like it's been really successful for you. Curious if that's going to be a big part of your diet season campaign towards the recruitment. And if so, if you're out with that in January and February, could that have potentially a much bigger impact on revenue perhaps shifting from Q1 to Q2 just given how much it's an important -- more important recruiting period Q1 is than what you saw here in Q3?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [38]

--------------------------------------------------------------------------------

Yes. Alex, it's Nick. Look, I would say thrilled with the response to Invite a Friend. It's ahead of our going-in expectations, and you'll see us continue to use the vehicle to drive people into the brand, especially, as we have said, especially since these people who are joining us, the incrementality is so high with 2/3 of them being new to the brand. So great program, and you'll see us continue to use it in winter, and to your question, yes, as it continues to ramp -- because when I invite you to join the program, I get a month of revenue free, and you do, too. As that program ramps, yes, it shifts revenue into the following quarter. But those people staying on our average retention curve, are adding millions of dollars to our overall lifetime value per subscriber.

--------------------------------------------------------------------------------

Alex Joseph Fuhrman, Craig-Hallum Capital Group LLC, Research Division - Senior Research Analyst [39]

--------------------------------------------------------------------------------

Nick, that's helpful. And then I wanted to ask about the upcoming sort of global relaunch of Freestyle as a brand in all geographies. It seems like some of your regions internationally did well this year. Curious to what led you to the determination at Freestyle, what's really resonating as a brand more so than Flex or Liberté.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [40]

--------------------------------------------------------------------------------

The one market that will remain Liberté will remain in France. That will not change. And we felt we had a very big opportunity, particularly in the U.K., Australia and New Zealand. Because when they launched, they had previously called it Plus Flex. It didn't have the same resonance and power of Freestyle. And so we worked with each of those markets, and we did testing in all of those markets, which empowered us to do that because it was a much more resonant brand.

--------------------------------------------------------------------------------

Operator [41]

--------------------------------------------------------------------------------

Our next question comes from Vincent Sinisi with Morgan Stanley.

--------------------------------------------------------------------------------

Vincent J. Sinisi, Morgan Stanley, Research Division - VP [42]

--------------------------------------------------------------------------------

Wanted to ask about the ad campaign over the summer. You had mentioned that you had nice results over the summer and then was a bit below your internal expectations heading into the fall. So can you just kind of go into a bit more detail on kind of what worked well, what maybe didn't work as well? And then of course, heading into the important New Year season, any changes that you can tell us about versus last year? That'd be great.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [43]

--------------------------------------------------------------------------------

Sure. So the summer campaign, which, as you know is one of the first we've launched, was a single global campaign around summer, healthy, fun, family, upbeat, all around Freestyle for a healthy you. We were able to develop the assets. The assess were utilized and shared globally, so we had a lot of resonance with that. And that was what we really wanted to test, particularly as evidence of what we could do going into winter '19. So that was the good part of it. For fall, we felt that at a local level, it would translate that into the fall season. And it was not as strong a message, and we were comping a very strong weight loss message from the year before of the plus 15%. So we've made adjustments certainly in the markets. We have the weight loss claim coming out now. So we feel good about where we're going, going forward.

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [44]

--------------------------------------------------------------------------------

Yes. And if I can just add. It's kind of like the Summer of Impact campaign, July and August, the performance was good. September was a comparative weak spot. Business has rebounded since then. And now with all the social buzz we've got coming and with this weight loss claim, feeling good heading into our busier season.

--------------------------------------------------------------------------------

Vincent J. Sinisi, Morgan Stanley, Research Division - VP [45]

--------------------------------------------------------------------------------

Okay. All right, guys. And maybe just a fast follow-up, if I can here. Just on -- obviously, lots in the works, lots going on in terms of partnerships and different products and whatnot. Wondering -- what kind of piqued my interest a little bit was just that you said about prepared meal kits that are going to be rolling out. You've got partnership with Blue Apron starting in January. Now obviously, we all know that it's about the digital and more kind of fitting into the life. Just wondering if more of kind of products, food specifically, do you think that would have more of a role within the organization going forward? Or is that something that at this point is more of kind of a test and you'll see kind of how it goes?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [46]

--------------------------------------------------------------------------------

No. I actually -- and one of the things I'm excited about for our brand, especially as a product person, as e-commerce, I think we have a lot of opportunity for our brands at play in the product space. I think Healthy Kitchen, we talked a lot about food, but we also have our kitchen products rolling out in multiple channels, tools and things that people can use. We still have some of our digital technology scales. We're expanding, so Healthy Kitchen, things like wellness, travel and hospitality. Our next cruise literally is just sailing as we speak. Sold out, 1,000 people, health and wellness on the sea. So we're looking at all categories of business. Because I do think that our brand, in particular, especially with the new articulation and how we're showing up, can translate into more products but very much so in the Healthy Kitchen space.

--------------------------------------------------------------------------------

Operator [47]

--------------------------------------------------------------------------------

Our next question comes from Kara Anderson with B. Riley FBR.

--------------------------------------------------------------------------------

Kara Lyn Anderson, B. Riley FBR, Inc., Research Division - Senior Analyst of Discovery Group [48]

--------------------------------------------------------------------------------

I was just wondering if there is any evidence with the strong digital growth that there's a shift in subscribers moving from, say, Studio to digital only?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [49]

--------------------------------------------------------------------------------

I think that it's a large and natural market for a fast-growing digital business since we're all using our smartphones every second of the day. But I think Freestyle and with the enhancements we're making to our retail environment, the combination of that can continue -- we'd expect it to continue to resonate in a bricks-and-mortar environment.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [50]

--------------------------------------------------------------------------------

Yes. I think to your point, what we're not seeing is Digital + Studio members, all of sudden, decide I only want to be a digital member. I mean those people who really want face-to-face interaction, that's really what they are looking for. So that's not the trade-off that we are seeing.

--------------------------------------------------------------------------------

Kara Lyn Anderson, B. Riley FBR, Inc., Research Division - Senior Analyst of Discovery Group [51]

--------------------------------------------------------------------------------

Okay. And just one other probably quick question. With the rebrand to WW, Wellness that Works, just wondering if you can talk at all if there's -- if you've seen like any sort of impact on recruitment sort of around the buzz and the press around all of the announcements that you made with respect to that?

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [52]

--------------------------------------------------------------------------------

Well, we certainly have a lot of conversations. You have to remember, it's so new. And we actually have trained, for example, all our people in the field. Our digital assets just went live with WW and Wellness that Works. So I would expect us to really see resonance around that when we're truly out in market with the marketing, with the campaign. And all of these assets have really rolled out, which they're just in process of doing.

--------------------------------------------------------------------------------

Operator [53]

--------------------------------------------------------------------------------

Our next question comes from Linda Bolton-Weiser with D.A. Davidson.

--------------------------------------------------------------------------------

Linda Ann Bolton-Weiser, D.A. Davidson & Co., Research Division - Senior Research Analyst [54]

--------------------------------------------------------------------------------

I was just curious about your comments on retention and how it was sort of flattish here from second to the third quarter. I think you've alluded, or maybe it's just my imagination, that the retention could get to 10 months at some point. Do you envision that being a 2019 phenomenon? Or do you think the retention could get that high beyond 2019? And also, in terms of the flatness of that retention, was it similar across regions and across both online and Meeting subscribers? Or was there differences in terms of the retention across the...

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [55]

--------------------------------------------------------------------------------

Yes. No, that's a great question. If you recall, our retention was flat at that kind of high 8s on months for ever, for a very long time. So we recently started talking about retentions in the high 9s. And we talked about it as a result of not just Freestyle, but a lot of our efforts around Connect, et cetera. The reason why we started speaking about the opportunities for retention to go even higher, whether that's 10 months or I think people have heard me say, my goal is to get retention in years not months, is all of the efforts that we're rolling out whether it be rewards or whether it be our integration into the site or Connect groups. Those are all elements that we're going to be looking at to increase retention, and that's what we'll keep updating everybody on.

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [56]

--------------------------------------------------------------------------------

Yes, and I want to stress that Q2 to Q3 retention was relatively flat at record levels, well over 9 months. And I'm very comfortable in saying that, does WellnessWins increase retention overnight? Of course not. But based on these initial results we're seeing, it kind of confirmed my belief that based on the pilots we did, I'm going to be personally disappointment -- disappointed if we're not talking about retention over 10 months sometime in '19. The pilots that we did on WellnessWins were that good.

--------------------------------------------------------------------------------

Operator [57]

--------------------------------------------------------------------------------

Our next question comes from Frank Camma with Sidoti & Company.

--------------------------------------------------------------------------------

Frank Anthony Camma, Sidoti & Company, LLC - Senior Research Analyst [58]

--------------------------------------------------------------------------------

Just one quick one from me. You pointed out that the Invite a Friend, you got 17% male versus your general population, which is lower, you got 10%. Do you have any other examples of that where you maybe have improved or shifted your demographic, especially considering the digital growing so fast? Like is it like attracting a younger generation? Or is it pretty much the same population overall?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [59]

--------------------------------------------------------------------------------

I mean just as -- Invite a Friend, it's attracting 17% of sign-ups of men versus the overall population of 10%. I mean to your point, with the business growing quickly across every dimension, do we have more men doing WW today than a year ago? Absolutely. Do we have more women under 35? More young moms? And new moms and dads? Absolutely. Have our overall demographics shifted at this point? A little, but I wouldn't have expected them to a lot. So our average member across Digital and Digital + Studio is still in the 40s. But certainly, our new brand and our new offerings have great opportunity to attract new audiences going forward.

--------------------------------------------------------------------------------

Operator [60]

--------------------------------------------------------------------------------

Our final question comes from Greg Badishkanian with Citi.

--------------------------------------------------------------------------------

Frederick Charles Wightman, Citigroup Inc, Research Division - Senior Associate [61]

--------------------------------------------------------------------------------

It's actually Fred Wightman on for Greg. If we look at those 130,000 members that you added from the Invite a Friend program, a few times you guys have talked about the impact they'll have if they follow a normal retention curve. But is there anything that you're seeing either from engagement early on or someplace else that would suggest that?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [62]

--------------------------------------------------------------------------------

It's a great question. I mean you've heard us talk before about programs like ours embedded together and the ripple effects. When you join with somebody, both members are more likely to be engaged and stay on the program longer. So I'm optimistic about the retention trends that we could see from Invite a Friend. Interestingly, actually, we've already gotten people who joined WW being invited by a friend and have already invited other people to the brand. So the building effect of -- or the chain effect of people inviting friends and then inviting more friends is really real in this business.

--------------------------------------------------------------------------------

Frederick Charles Wightman, Citigroup Inc, Research Division - Senior Associate [63]

--------------------------------------------------------------------------------

Great. And this is, I think, the second consecutive quarter with a pretty big change to your tax outlook for the year. Can you sort of talk about what changed versus your prior expectations? How comfortable you are with the -- I think it's 11% for the year? And how we should be thinking about that into 2019?

--------------------------------------------------------------------------------

Nicholas P. Hotchkin, Weight Watchers International, Inc. - CFO & President of Emerging Markets [64]

--------------------------------------------------------------------------------

Yes. Look, so 11% forecast for the year versus 15% in our prior year guidance. We, like -- every company has been digesting the recent U.S. tax reform and adjusting every quarter to our understanding of that and that's part of it. And then in sense of that, $0.06 benefit we called out this quarter. Recall back in '16, we got federal R&D tax benefits related to tax transformation. And of course, when you have an initiative like that, you set up certain reserves for audit. We've adjusted those reserves based on audits in this most recent quarter. So tax reform and adjustment of reserves for a successful R&D program was maintained. So going forward, certainly, look our tax rate isn't going to be 11% next year. I think about a steady run rate taxes for us as being in the 26% sort of range.

--------------------------------------------------------------------------------

Operator [65]

--------------------------------------------------------------------------------

This now concludes the question-and-answer session. I would like to turn the conference back over to CEO, Mindy Grossman, for any closing remarks.

--------------------------------------------------------------------------------

Mindy F. Grossman, Weight Watchers International, Inc. - President, CEO & Director [66]

--------------------------------------------------------------------------------

Thanks, everyone, for joining us today. It's been a tremendous year for WW with significant accomplishments. However, as I have said, I strongly believe we're just getting started. Thank you.

--------------------------------------------------------------------------------

Operator [67]

--------------------------------------------------------------------------------

The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.