Good afternoon, and welcome to the Weight Watchers Second Quarter 2017 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Corey Kinger with Investor Relations. Please go ahead.

Thank you, Phil, and thank you to everyone for joining us today for Weight Watchers International second quarter 2017 earnings conference call. At about 4:15 PM Eastern Time today, the company issued a press release, reporting the second quarter 2017 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 weightwatchersinternational.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 to future events or otherwise. Joining today's call are Mindy Grossman, the company's President and CEO; and Nick Hotchkin, CFO. I'll now turn the call over to Mindy.

Thanks, Corey. Good afternoon, everyone, and thank you for joining us. First, I want to say that I could not be more excited, honored and thrilled to have joined Weight Watchers. To be part of this wonderful heritage brand that truly impacts people's lives, to partner with the passionate teams around the globe that have been able to stabilize the business and return it to growth, and to have the opportunity to now transform the brand and realize the future potential of the business and brand mission, that is what is profoundly meaningful to me. As a quick background, I've spent almost 40 years in the branded consumer space. Prior to joining Weight Watchers, I spent 11 years with HSNI, an interactive portfolio of lifestyle brands, having joined as CEO of ISC Retail, re-launching the brand and the business, and then taking the company public in 2008. Prior to that, I have had a long history helping build global branded businesses, including Nike, Ralph Lauren and Tommy Hilfiger. Importantly, what has always fueled my passion, has been growth, transformation and acceleration. And I believe that the next wave of successful and sustainable brands will be those that help people live a connected life of meaning. That's what attracted me to Weight Watchers, the opportunity to leverage the powerful brand and consumer equity that's been built over the past 54 years, and further evolve and transform the business to become a more dynamic, immersive, relevant consumer-driven company. Innovation and technology can greatly enhance the member experience. And by integrating the physical and digital world in everything we do, leveraging the power of community and utilizing our content and data to create more personal interactions, we can create even greater meaning for our members and reach a wider audience. The positivity, engagement…

Thanks, Mindy. The top-line momentum from winter continued throughout spring season, driven by compelling marketing programs in our major markets. Q2 global member recruitment was up in the double-digits year-over-year, led by strong performance in Online. This follows the strong Q1, which also delivered double-digit member recruitment growth. End of Period Subscribers increased 20% year over year to 3.5 million, with meetings End of Period Subscribers up 13% to 1.4 million and Online End of Period Subscribers up 26% to 2.1 million. Total Paid Weeks were up 17% in Q2 with Meetings up 10% and Online up 23% versus prior year. Q2 revenue of $342 million was up 12% year-over-year on a constant-currency basis, coming in ahead of our expectations due to a strong spring season and initiatives to improve member engagement. In addition to strong recruitment growth, we are also seeing some marginal improvements in retention, which is helping to further accelerate Paid Weeks growth. The strong operating leverage in our business model, given the low cost to serve incremental members is reflected in the strong flow-through to profitability in the quarter. We generated operating income of $96 million, up 33% year over year on a constant currency basis and GAAP EPS was $0.67, up from $0.46 in Q2 of last year. Turning to our performance by geographic market. North America, our largest market, continued to deliver strong member recruitment growth year over year, driven by compelling spring season marketing and effective promotions. In Q2, North America revenue increased 13% on constant currency and End of Period Subscribers increased 22%. By applying key learnings that were fundamental to North America's return to growth in 2016, we have been improving the performance of our international markets in 2017. The first improvements were seen in Continental Europe. And we're now beginning…

Thanks, Nick. The progress the company has made is the direct result of the team's intense focus, on member experience, satisfaction and engagement supported by its proven science-based program, strong digital capabilities, motivated team members, and the support and community offered by thousands of coaches and millions of members worldwide. There is no doubt that the Weight Watchers' long-term collaboration with Oprah Winfrey has certainly accelerated the company's progress since October 2015, with high awareness of her success and happiness with the programs, sparking interest and excitement. I am personally looking forward to partnering with her as we transform the brand and business. I particularly want to highlight our commitment and focus on becoming a true technology and experience company. Today, we have an incredibly talented and diverse team of more than 200 technology and digital product professionals in New York, San Francisco and Europe. And we will continue to invest in the talent and technology needed to accelerate our growth. We continue to invest in the WW app experience, which continues to get great reviews from our members. If you look at our digital engagement, globally each month on average, more than 1 million members visit Connect, our growing online community. In addition, we have vibrant social media followings, including more than 4 million followers on Facebook. With community and engagement being linked to both success and overall satisfaction with the program, this level of usage is highly encouraging and a fundamental area of focus. The opportunity that we have to integrate our technology and marry it to our physical communities to create a 360-degree experience for our consumers is significant. Additionally, the global teams are working to build on the current momentum and executing plans and activities for the upcoming winter season. These strategies are well underway. I'm…

Thank you. We will now begin the question-and-answer session. [Operator Instructions] The first question comes from Alex Fuhrman with Craig-Hallum Capital Group. Please go ahead.

Thank you very much for taking my question and congratulations to all of you on another great quarter. Mindy, I'd love to get a sense, now that you've had about a month at Weight Watchers, just to get a sense of how you feel about some of the organization's assets, particularly in terms of just talent and headcount. And it sounds like you do have some trips to me with some of the other field offices. So this might be perhaps a little bit premature. But just your early assessment, do you feel like there is more hiring that needs to be done to get the organization to the point that you would like to see? And then similarly just with the technology assets of the company, do you feel that the bones are there? Or is there perhaps more spending and investment that we might need to see over the next few years?

No, thanks, Alex, this is a great question. So I'll put them into three parts. First, now that I've been in the company, clearly it's only been a month. But I can tell you that my perspective not only lived up to what I felt coming in, but it's exceeded that in terms of what I feel the opportunity is. Second, I think, you've seen the work that's been done over the past years and that would not have been done, if there wasn't talent in the organization to execute against that. So I think, as I mentioned, there is passionate, motivated talent that really has executed against what needs to happen within the transformation. Now having said that, is there additional talent that we need to bring into the company in certain areas. We have a search, for example, for a CPO, that's an important element. And we will continue to look at that. I also mentioned, you asked me about technology, and I spoke to the fact that what is happening in technology is actually a huge opportunity for Weight Watchers, because of the power of both our engagement, our community, our programs and our ability to interface with our consumers at all times. So the opportunity to create more of a 360 degree experience, integrating the physical and digital, is certainly there. The other opportunity is to use our data to create greater personalization, because more personalized we can create the interaction, the greater the retention and the greater the engagement. So those are definitely areas that we are going to strategically invest in throughout the company. Certainly, I have a lot more to learn and a lot more experiences to have. But as I mentioned, we brought 50 of the leaders from around the world from Australia to Brazil to Europe to certainly all North America from all areas of the company. And I had two days to spend with them, talking about current opportunities in business in the future. And it was pretty exciting to be able to see the talent in the room, how people believe in where the future was. And we have a lot of work to do to realize what I think is a very significant future opportunity for the business. But it never would have been that way if this team had not done the work that they did over the last number of years to get the business where it is today. It's not just results, but quality results.

If I could just add, we've invested throughout this transformation, and we have continued to invest to propel future growth. You'll see us doing that in the back half of the year in digital marketing that's working for us. As we've returned to growth, this business model is working very well. And therefore, we can invest in our future, and at the same time, we're pleased to reiterate that we're ahead of schedule on our previously discussed target of being less than 4.5 times levered by year end 2018.

Great. That's really helpful. Thanks both of you. And then thinking about just the marketing spending, you guys have seen a nice lift in recruitment over the last two years, and now revenue growth this year, not a lot of increase in marketing spending, in that period of time. I seem to remember back in the company's hay day, marketing was closer to $300 million. As you presumably grow for the next couple of years or at least seek to grow for the next couple of years, how should we think about marketing scaling up? Do you feel that in today's world, especially with your powerful partnership with Oprah, that you could kind of scale back into the revenue or recruitment numbers that you had five, 10 years ago, on a lower marketing budget? Or if you were to get back up to those historical levels of revenue, would that likely entail that level of marketing spending? Just curious how we should think about that, given that a lot of what you have to work with as a company has obviously changed since that period of time.

So the way, I would speak to it is, marketing in today's world is very, very different than numbers you are quoting from x number of years ago. And I think what the team has done, and why you're seeing, what you're seeing in terms of marketing relative to the leverage on the business, because they've done a great job in the efficiency and the effectiveness of that marketing. You see us doing a lot more in the digital space, custom audience, more targeted. So I think, what we will continue to do is really focus, number one, on having great marketing and great content in that marketing that drives a result. And then number two, the efficient and targeted and how we use that marketing, so we can maximize whatever the spend will be.

Yes, I couldn't have agreed more on that. When you look back on the spending, what roughly $350 million on marketing in 2012, we are executing so much better today. So we've already spent at the right marketing level to drive the business effectively. But the teams have come a real long way across various channels in terms of much, much better execution than we used to have.

Great. Thanks. That makes a lot of sense. And then lastly, if I recall correctly, it sounds like, Nick, you mentioned in the prepared remarks that retention is starting to improve. That's the first time I can remember in a while, the company having a significant comment on retention one way or the other, which it seems to me, it could be pretty meaningful if that's the beginning of a trend. Can you comment a little bit on what's driving that, if there is any particular geographies or if it's maybe Meetings versus Online, seeing it a little bit more, if maybe people who are active on Connect have been really the ones leading that longer retention? We would be curious where you're really seeing that.

Yes, it's been a very important focus area for us. And I'm pleased that we're seeing early signs of progress. We're seeing progress due to efforts across the member journey. So we're trying to get better at every touch point with our members. So that's better approach to on-boarding both in Meetings and Online, and certainly more value-added features like a terrific app and the wonderful Connect feature. We are also piloting and testing our use of initial longer term commitment plan to have people stay longer upfront, so all of those factors are driving those early signs of progress. I'm still comfortable in aggregate with our eight to nine months average length of stay, but it's definitely a good long term opportunity for us.

Well, thanks very much for answering my questions, and congratulations again on a great start of the year.

Thank you.

The next question comes from Frank Camma with Sidoti. Please go ahead.

Good afternoon, and welcome Mindy.

Thank you, Frank.

So couple of questions. I know, it didn't happen at last year and I don't know why. But typically seasonality comes in effect here, but you actually had sequential, you'll get it - there is a lot of improvement right? Is that because of the way you ended the last quarter? Or do you see acceleration in the quarter? I just wonder, if you talk about that first.

Yes, our business - hi, Frank, it's Nick here. Our business remains seasonal roughly about 40% of the people who join us in a year, join us in Q1. But I don't expect our business to follow similar seasonal patterns this year as in past years. Look, it was gratifying to see Q2 End of Period actors at 3.5 million, frankly, only down less than 30,000 from Q1 number. And that shows the team's focus not only on bringing people into the brand, but as we've just discussed, giving them a good experience once they joined, so they will stay longer. The power of the business model is being the subscription business, is once we return to growth and have success of growth, the business builds on itself. And that's why as we indicated, looking towards the end of this year, if we consider us entering 2017 with roughly 200,000 more people in the brand versus the previous year, our guidance implies will end 2017 with around 3 million people in the brand, up 400,000 from the prior year. And that's what's driving that $0.30 tailwind heading into 2018.

I actually had a follow-up question. So that's purely like you perform as if the subscribers are now or where you expect them at year-end? That's what I don't understand about…

Yes, that's based on our forecast of how many subscribers we'll have in our business at year-end and the flow through benefit of having over 400,000 more people in the brand at the end of this year than at the end of last year. Importantly, it doesn't assume anything on recruitment. So if you look at our 12% constant currency revenue growth this year, this quarter, part of that is based on starting this year with more people in the brand. A much bigger piece of that is the fact that we've had more people join year-over-year. And so that could - we would expect that to propel further growth into 2018.

Okay. And the UK results were particularly surprising given sort of the uniqueness of that market. Obviously, it looked like it was weighted target towards Online. But still, I mean, was there anything - I didn't think really the Oprah campaign was resonating totally well there. So can you talk a little bit specifically about UK?

I can talk about that because I had the opportunity not just to spend time with the leadership, but to talk to the team. I would say, we did put new leadership in there. We have a galvanized team, who are focused around their execution. Their campaigns are stronger. Their relationship within their Meeting Rooms and Online are stronger. And I think, there is a whole renewed element of the business that we are clearly seeing the results of. That's not necessarily an Oprah campaign, that's talent focused against the right objective, and we're seeing the performance.

Great. My last question is just a minor on a - Nick, what was the full year tax rate that you had called out?

Yes, we're forecasting a full year tax rate of 31%. And that's a little higher than our prior guidance of 30%.

Okay. And so you'll see the benefit in the second half, obviously, like the reduction with Spain. That the…

No, obviously, bear in mind, when you look at second half compared to last Q3, we had a sizable one-time benefit from the R&D tax incentive. You will recall that tax benefited Q3 and in last year by $0.13.

And so would that reoccur in this Q3?

No, that was a one-time benefit.

Okay. And lastly just on the guidance is a GAAP number, right? You know the $1.57 to…

Absolutely, the $1.57 to $1.67 is a GAAP number.

Okay, great. Thank you.

[Operator Instructions] The next question comes from R. J. Hottovy with Morningstar. Please go ahead.

Thanks. Two questions. First one is for Mindy. And I realized you are still getting a handle on all the different assets you have at your disposal. But given your background, I was curious if you had any preliminary thoughts on how to position the brand ahead of the winter season. Obviously, there was a success in the 2016, 2017 season, but just want to get your sense if there is anything in particular you're looking at, that you can bring to the brand to make it even a more successful season? And then the second question. This one is probably for Nick. Specifically, with the Online business, it looks like that was maybe the biggest delta from where you had looked in terms of sales guidance for the second quarter. I just wanted to see, if there was anything that you wanted to call out in particular that really drove the success in that. I think, marketing tactics, obviously, it sound like engagement was one of the key highlights for the quarter. But just wanted to drill down a little more on that and see if there is anything more specific that you were looking at, to drive that Online success?

Okay. So for your first question, I want to sit back and answer it a little different way. So when I look at the brand and the opportunity, there is the brand holistically and the opportunity for it to certainly continue momentum, but grow even further by expanding the brand and what the brand can mean to a broad audience of people, keeping the engagement and creating a more powerful dynamic. So certainly that is something I'm going to be working on with the team. What I can say is that a lot of work has been done, going - get ready to go into the 2018 season. And I think the teams have done a very good job. And I feel confident in where we are going into that important time of the year. Certainly, I'll add as much value as I can at every aspect. But I think they've done a lot of great work.

Yes, look, I think, in terms of the mix of Q2, I think our return - the growth has been balanced. And obviously, that means we're focused on growing - meaning this is certainly Online business, however, a consumer wants to interact with us. And when you look at our Q2 beat versus our expectations, it's broad-based. The spring campaign went well. The team had good offers in market and across every geography, looking at driving urgency, and importantly, looking at our gross margin leverage in Q2, price was the positive for us. The price realization was an important part of that story, and as you say, early signs of progress on retention. So it's a broad-based revenue beat versus our going in assumptions, amplified by the team managing the cost structure well in the quarter.

Yeah, you beat me to the punch on the pricing question, so I'll just leave it there. Thanks again, Nick.

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

Thank you, everyone, for joining us today. And thank you to every Weight Watchers employee around the globe for all the great work you do and have done in serving our members every day. And I look forward to updating everyone on our plans and progress. Thank you.

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