WW International, Inc.
Q3 2018 Earnings Call Transcript

Published: 2 Nov 2018

[Operator:]

Good day and welcome to the WW Third Quarter 2018 Earnings Conference Call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. 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:]

Thank you, Sean, and thank you to everyone for joining us today for WW's third quarter 2018 conference call. As of 4

[Mindy F. Grossman:]

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 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 broadening our role in helping everyone with 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 6th 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 continued to drive strong financial performance in the quarter. On a year-over-year on 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 member 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 UK, remains a challenging and competitive market. And we and the UK 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 formerly 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 two-thirds 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 the 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 an 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 gold 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 re-modeled 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 re-imagine 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 are a 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 a Wellness 365 strategy with our first summer marketing campaign. We brought WW Good mini-festivals to six cities in North America to bring wellness to all. We launched the first WW Freestyle Café

[Nicholas P. Hotchkin:]

Thanks, Mindy. Our results in Q3 were solid with 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 signups 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 nine 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 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 looked 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 UK, 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 signups. 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 with about two-thirds of the signups 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 that 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 that 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 in 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. 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 UK, we're 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 $3.15 to $3.25 compared to our prior range of $3.10 to $3.25, 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 UK, 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 our 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 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. This is $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 EBITDA of approximately $460 million. Our balance sheet continues to improve quickly. We ended Q3 with a net debt-to-EBITDAS ratio of 3.6 times, a nearly 2 turn improvement from just one year ago. And we expect to end 2018 at about 3.25 times net debt-to-EBITDAS, achieving our previously stated target of below 3.5 times leverage. And given our financial and balance sheet momentum, we believe we may have an opportunity to re-price 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 tax spend, capitalized software and office space investments to be in the $60 million range and G&A is expected to be $45 million. Looking forward to 2019, we expect target revenue growth to be fueled by four things, higher recruitments, 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 three areas and our 2019 guidance in more detail when we report our year-end results in February. But to illustrate the follow 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 three-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 product licensing, partnerships, B2B and new geographies also contributing to the overall growth picture. As seen in our performance, recruitment growth results in gross margin expansion and as we plan towards 2020, we're 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:]

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 the three weeks following the launch of WellnessWins compared to the three weeks prior in the U.S., tracking overall is up about 20% and excluding tracking from same 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 not 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 offerings specifically in fitness and positive mindsets and are actively pursuing partnerships that are complementary to WW, and with both sides see a strategic benefit. To further enhance this effort, I'm pleased to announce that Lauren Berson has joined WW to head our Strategic Growth Office, leading our partnerships and M&A activities. Lauren joins us from a technology focused venture capital firm Andreessen Horowitz where she advised portfolio companies on growth and go to market bringing the two 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 leader in meditation and mindfulness. Following the 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 am 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 relationships 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 most powerful parts of the WW experience, 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 in 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 has 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 products 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 are 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 recognized 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, pre-portioned meal kits are now being pilot 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. So, 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 re-launching under that brand in the UK, 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 in 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 our learnings and successes from that campaign to create a 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 are committed to making themselves and 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 movement. And very soon we will introduce two new celebrity ambassadors, who we believe have the power to inspire many more to enjoy our program. More specifically in the UK, we are focused on renewing the incitement 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 nearly universally known with broad resonance not only in the UK, 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 he is an embodiment of our purpose of inspiring healthy habits for 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.

[Operator:]

We will now begin the question-and-answer session. Our first question comes from Olivia Tong with Bank of America Merrill Lynch. Please go ahead, Olivia.

[Olivia Tong:]

Okay. Thank you. Good evening. 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 that 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 lot of initiatives in place for the upcoming season, but it's not a year with the new program. There's no shortage of competition, so just kind of interested if you could give a little bit more color on how you accelerate that base given the backdrop. Thank you.

[Nicholas P. Hotchkin:]

Hey, look, thanks, Olivia, I'll talk to some of the numbers and I'm sure, Mindy and I, both share our excitement about 2019. I think, 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. And we've got our 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 as we've just laid out in this call.

[Mindy F. Grossman:]

I want 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 a quantitative 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 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 UK, 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 and 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 are 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 a very important platform for us as well.

[Olivia Tong:]

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:]

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

[Olivia Tong:]

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 it in the eye of a 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:]

Yeah, Olivia, to your point, there's always things that are going to come and they're 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.

[Olivia Tong:]

Got it. Thanks. I look forward to hearing more about your new spokespeople.

[Operator:]

Our next question comes from Brian Nagel with Oppenheimer. Please go ahead, Brian.

[Brian Nagel:]

Hi, good evening. Thank you for taking my questions. So my first question on subscriber growth and it's my understanding, I think, in talking with our clients, there's still a lot of confusion around this, 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 Q3 ending subscribers, was that in line with your plan? If you have internal projections, did you end in line with plan? And then as a follow-up to that, with regard to retention, you usually give some color commentary, how is that tracking relative to your internal targets as well?

[Nicholas P. Hotchkin:]

Yeah. Hey. Good to talk to you, Brian, and I'd encourage people to look at page 8 of the supplement we put on our website, there is a good chart there on subscriber seasonality, which shows that what we're experiencing this year is normal, predictable seasonal trends. Okay. And 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 versus our own plans was a little soft. That has more to do with mix in our business than anything else, going back to two-thirds of people in our program now doing the business exclusively digitally and that business is 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're being forthright about some UK softness, but overall business continues to perform great, something where I'd hoped we would be and looking forward to maintaining momentum with all the exciting things we've got coming in 2019.

[Brian Nagel:]

Right. That'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 increase in gross margin. As we think about the puts and takes, is that still primarily the digital versus physical shift and maybe you want to opine a bit on it. It seems as though I'm looking at your guidance you may have tweaked down the gross margin guidance for the year modestly, really the thought process, the drivers behind that.

[Nicholas P. Hotchkin:]

Yeah. Look Brian, I'm glad you mentioned that we did tweak it down from 425 basis points to 400 basis points 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 WellnessWins 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.

[Brian Nagel:]

Thanks. Appreciate it. Thank you.

[Operator:]

Our next question comes from Michael Lasser with UBS. Please go ahead, Michael

[Michael Lasser:]

Good evening. Thanks a lot for taking my question. We have seen progressive deceleration in Digital and in Studio subscriber number. Is it possible that you'll be able to accelerate that to double-digit growth in North America from here over the next few quarters?

[Nicholas P. Hotchkin:]

Yeah. Look, we're very confident in our plans. So I would say, look, the momentum in our Digital business has been strong throughout the year looking at your revenue 37%, 35% some slowing in Digital + Studio as you mentioned, you talked about that. But...

[Mindy F. Grossman:]

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

[Nicholas P. Hotchkin:]

Yeah.

[Michael Lasser:]

But I guess just if you take 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 the third quarter, where it did slow. And then, you add in the complicating factor that you've got these friends from some of the new launches you recently done, did, it makes it uniquely difficult to model into next year. So would you – is it reasonable to expect that high-single, low-double digit formerly Meetings subscribers, from a current Meetings subscriber growth is still reasonable?

[Mindy F. Grossman:]

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, where 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 definitely see an uptick going into first quarter.

[Michael Lasser:]

An uptake in the growth rate.

[Mindy F. Grossman:]

Yes.

[Michael Lasser:]

Okay. Thank you very much.

[Operator:]

Our next question comes from Edward Yruma with KeyBanc Capital Markets. Please go ahead, Edward.

[Edward J. Yruma:]

Hey, good evening, and thanks for taking my questions. I guess, Mindy, first on the fall marketing campaign, any sense as to why you didn't have the resonants and I guess how you think about kind of marketing holistically in 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? Thanks so much.

[Edward J. Yruma:]

Okay. I'll talk about two of them. So, if you recall we have said that first 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've 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:]

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

[Mindy F. Grossman:]

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 three. 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.

[Edward J. Yruma:]

Great. Thanks so much, guys.

[Operator:]

Our next question comes from Christina Brathwaite with JPMorgan. Please go ahead.

[Christina Brathwaite:]

Hey. Good evening, guys. 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, it looks like they were down about 200,000 members from 2Q to 3Q, and I think you called out that there was 130,000 subscriber list from the retention program – or the (sic) Invite a Friend program. So net that kind of implies that you're down 330,000 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 reported or (59

[Mindy F. Grossman:]

Yeah. No, no, no. Well, 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, so 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:]

Yeah. 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 the 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 8,000 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, so as we said since its launch, Invite a Friend has been a strong success for us, and had 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, Christine or what?

[Christina Brathwaite:]

Yeah. 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 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:]

Yeah, 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've 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 Brathwaite:]

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

[Mindy F. Grossman:]

Yeah. Yeah. 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 UK 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 is a formula that works and we're applying that to the UK. I mean, I mentioned there is 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 and I've certainly been spending – I've spent time there.

[Christina Brathwaite:]

Great. Thank you.

[Operator:]

Our next call comes from Alex Fuhrman with Craig-Hallum Capital. Please go ahead, Alex.

[Alex Joseph Fuhrman:]

Great. Thanks for taking my question. Wanted to ask about your Invite a Friend program, 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 new recruitment. And if so – 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 of an more important recruiting period Q1 is than what you saw here in Q3.

[Nicholas P. Hotchkin:]

Yeah. Hi, Alex, this is Nick. Look, I would say, thrilled with the response to Invite a Friend, it's ahead of going in expectations and you'll see us continue to use the vehicle to drive people into the brand, especially as we've said, especially since these people who are joining us, the incrementality is so high with two-thirds 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, it continues to ramp because when I invite, you too join the program, I get a month of revenue free and you do too as that program ramps, yes, it shifts. It shifts revenue into the following quarter, but those people staying on average retention curve adding millions of dollars to our overall lifetime value per subscriber.

[Alex Joseph Fuhrman:]

Thanks, Nick. That's helpful. And then wanted to ask about the upcoming sort of global re-launch of Freestyle as a brand in all geographies, seems like some 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:]

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 UK, Australia and New Zealand because when they launched, they had previously called it plus – 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.

[Alex Joseph Fuhrman:]

Great. Thank you, Mindy.

[Operator:]

Our next question comes from Vincent Sinisi with Morgan Stanley. Please go ahead, Vincent.

[Vincent J. Sinisi:]

Hey, good evening, guys. Thanks very much for taking my question. 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 would be great.

[Mindy F. Grossman:]

Sure. So the summer campaign which, as you know, was 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 assets 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 2019. So, that was the good part of it. For fall, we felt that at a local level, they 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:]

If I could just add, kind of like the Summer of Impact campaign, July and August, the performance was good. September was a comparative weak spot, business has rebounded some since then and now with all the social buzz we've got coming and with this weight loss claim, feeling good heading into our busiest season.

[Vincent J. Sinisi:]

Okay. All right. Thank you, 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, foods 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:]

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 brand to 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 scale and 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.

[Vincent J. Sinisi:]

Okay. That's helpful, Mindy. Thank you, guys. Good luck going forward.

[Corey Kinger:]

Thank you.

[Operator:]

Our next question comes from Kara Anderson with B. Riley FBR. Please go ahead, Kara.

[Kara L. Anderson:]

Hi. Good evening. I was just wondering if there is any evidence with the strong Digital growth that there is this shift in subscribers moving from, say, studio to Digital-only?

[Nicholas P. Hotchkin:]

I think there's a large and natural market for our 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 and we'd expect it to continue to resonate in a bricks and mortar environment.

[Mindy F. Grossman:]

Yeah. I think to your point, what we're not seeing is Digital + Studio members all of a sudden could 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're looking for. So that's not the trade-off that we are seeing.

[Kara L. Anderson:]

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 is – 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've made with respect to that?

[Mindy F. Grossman:]

Well, we've certainly had a lot of conversation. We 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 some marketing with the campaign and all these assets have really rolled out, which they're just in process of doing.

[Kara L. Anderson:]

Got it. Thank you.

[Operator:]

Our next question comes from Linda Bolton Weiser with D.A. Davidson. Please go ahead, Linda.

[Linda Bolton Weiser:]

Hi. 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 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...

[Mindy F. Grossman:]

Yeah, no, that's a great question. If you recall, our retention was flat at that kind of high 8s months for ever – for a very long time. So we've recently started talking about retention 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:]

Yeah, and I want to stress that Q2 to Q3 retention was relatively flat at record levels, well over nine months and I'm very comfortable saying that, does WellnessWins increase retention overnight? Of course not, but based on these initial results we're seeing, it's kind of confirmed my belief that based on the pilots we did, I'm going to be personally disappointed if we're not talking about retention over 10 months, sometime in 2019, the pilots that we did on WellnessWins were that good.

[Linda Bolton Weiser:]

Thank you.

[Operator:]

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

[Frank Camma:]

Good evening guys. Just one quick one for me. You pointed out that the Invite a Friend you got 17% male versus your general population, which is lower, I guess 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, it's like attracting a younger generation or is it pretty much the same population overall?

[Nicholas P. Hotchkin:]

I mean, just as you know, 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 average member across Digital and Digital + Studio is still in the 40s, but certainly with our new brand and our new offerings, have great opportunity to attract new audiences going forward.

[Frank Camma:]

Great. Thanks. That's all I have.

[Operator:]

Our final question comes from Greg Badishkanian with Citi. Please go ahead, Greg.

[Frederick Wightman:]

Hey, guys. This is acutely 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 it will 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:]

It's a great question. I mean you've heard us talk before about programs like that has been better together and the ripple effect. When you join with somebody, both members are more likely to be engaged since they are 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 Wightman:]

Great. Thanks. And then 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% now for the year and how we should be thinking about that into 2019?

[Nicholas P. Hotchkin:]

Yeah. Yeah. Look, sorry, 11% forecast for the year versus 15% in our prior 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 terms of the $0.06 benefit we called out this quarter, recall back in 2016 we got federal R&D tax benefits related to a 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 were the main things. So, going forward, certainly look at tax rate isn't going to be 11% next year, I'd think about a steady run rate of taxes for us has been in the 26% sort of range.

[Frederick Wightman:]

Great. Thanks.

[Operator:]

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:]

So, 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:]

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