Good day and welcome to the WW International third quarter 2020 earnings conference call. All participants will be in a 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, Investor Relations. Please go ahead.

Thank you everyone for joining us today for WW International's third quarter 2020 conference call. At about 4:00 p.m. Eastern Time today, we issued a press release reporting our third quarter 2020 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. Supplemental investor materials are also available on the company's corporate website in the Investors section under Presentations & Events. 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, Nick Hotchkin, COO and Amy O'Keefe, CFO. I will now turn the call over to Mindy.

Thank you, Corey. Good afternoon, everyone. Thank you for joining our call today. Our accomplishments throughout 2020 as we continue to navigate through an unprecedented environment has been a testament to the strength and resilience of our brand and business model, our ability to be agile and innovate and the exceptional work of our talented and passionate WW teams around the globe. This was further demonstrated in our Q3 results despite the negative impact of COVID on our studio revenue. We grew digital subscribers by 23% with strong growth in every geographic market. This accelerated digital growth enabled us to achieve year-on-year comparable operating income levels and EPS growth. This performance highlights our leadership position as the most effective and trusted partner in weight loss and wellness, our high margin digital business model, a great degree of flexibility in our cost structure and our uniquely talented WW team, WW is a technology company, having offered digital solutions to our members for nearly two decades. Today, our digital platform powered by our unique app delivers a truly differentiated tech-enabled member experience. It is the foundation for all that we do in delivering a robust and impactful wellness experience to members globally. All of WW's 4.7 million members utilize our digital platforms, with over 80% of our members being digital-only and 20% having both digital and workshop, whether virtual or physical access. As a direct to consumer digital subscription business, we are constantly innovating on behalf of our member's needs with new constant releases in our app better informed by data from our member's interaction, which gives us the ability to innovate, improve and personalize the WW experience in real-time. COVID did not slow down our WW transformation. In fact, it has accelerated our strategies. When we identified the critical need to…

Thank you, Mindy. I first want to say how happy I am to be joining the WW team. In my first month at WW, I have been incredibly impressed by the talent of the team, the passion, commitment and energy that they have for each other, the company, its mission and members. Before discussing Q3 performance, I would like to tell you more about what drew me to WW and my perspectives on the company's accomplishment in this extraordinary year. I began to engage with WW early in 2020. MyWW has just launched, Oprah's 2020 Vision tour was well underway and the winter season was off to a strong start. I, like many of you, listened intently to the February earnings call, learn more about the incredible member response to myWW, the strength of the marketing program, the enthusiasm found on tour and the strong recruitment momentum across all global markets. All of this was extremely attractive as with the higher gross margin and cash generation of a direct to consumer subscription model. Then, as the COVID-19 situation unfolded over the next several months, I was able to watch the company perform and respond in a time of crisis. As a WW member myself, I knew WW was well-positioned with technology to be responsive in a remote environment. But I was extremely impressed to see how quickly the company responded by launching virtual workshops to address member's needs and end the second quarter with a record number of digital subscribers. And of course, as a CFO, I was pleased to know that the company immediately took a hard look at its fixed cost and took action. In short order, the company put a plan in place to reduce its 2020 cost plan by $100 million, reduced the real estate footprint…

Thank you Amy. I can speak for everyone at WW when I say we are thrilled to have you on board. As COO, I am focused on global performance with coordination, collaboration and execution across all markets as well as cultivating growth vehicles such as WW health solutions and e-commerce. Looking to winter, we are building on the success of our proven myWW food program, making it more personalized across the key pillars of nutrition, activity, mindset and sleep. In support of the myWW+ program, our most comprehensive non-food innovation to-date, we will be launching a deeply enriching, more interactive and personalized end-to-end app experience for all members. In addition to featuring an all new personal assessment which will match members to their food plan and the membership type right for them, myWW+ will deliver personalized content along their journey, powered by a smart personalization platform that uses machine learning and AI to identify the preferences of each unique member. So the more you engage with the content and features, the more myWW+ will deliver the meal planning and recipe recommendations that are relevant to you. This capability is an important breakthrough in personalizing our program, leveraging predictive analytics. We believe myWW+ will help members be even more successful because we will know them better and inspire healthy habits across all pillars of weight loss and wellness. In addition to the new personalized assessment, myWW+ new features will include a new personalized MyDay dashboard in the app, improved goal setting and progress reports and other innovative new features. WW is the leader in -clinically proven sustainable weight loss and management due to unparalleled expertise in behavioral science. Our science team led by Dr. Gary Foster was deeply engaged in every aspect of the development of myWW+, from the questions in…

Thanks Nick. I would like to now provide some commentary on our winter launch and marketing plans, share details of the newly launched Healthy Living Coalition and reinforce our priorities for 2020 and beyond. It is clear that the world needs WW more than ever. We have been living in the COVID world where we are constantly reminded that health needs to be our number one priority. The CDC recently officially confirmed what we have known that obesity worsens outcomes for COVID-19. In that statement, the CDC highlights that being active and eating a healthy diet can support optimal immune function and help prevent or manage chronic diseases that worsens outcomes from COVID-19. The days of wellness being considered a luxury are over. Wellness is a necessity. The global pandemic has elevated the critical need for the democratization and accessibility of wellness for all. People are going through a radical reappraisal of how they live, how they work and what they value and want in their life. It is critical that we support, motivate, educate, inspire and meet our members where they are on their wellness journeys. Consumers want to be healthier and they are looking for a trusted partner with credible science, a community of support and the tools and techniques that will help them to build a foundation of structure that is livable and sustainable. The launch of myWW+ will provide consumers with all of this and more. We will launch a multiplatform campaign focusing on this new experience and highlighting a diverse range of consumers and creative assets that that will engage and attract existing, lapsed and new audiences. Our winter marketing will feature Oprah Winfrey who is the ultimate motivator and a great cast of passive member ambassadors, all who have had great success on WW.…

[Operator Instructions]. Our first question comes from Lauren Cassel with Morgan Stanley. Please go ahead.

Great. Thanks so much. Lots of exciting innovations to come over the next few months, which should add tremendous value to subscriber. I guess, how are you thinking about changing, if at all, the pricing architecture of the different subscription tiers and the reworked studio offering? And then physically, where do you see the pricing of the Digital 360 offering in U.S.? And then one for Nick. The real estate update was really helpful. How should we think about what the footprint looks like one year from now? Is 650 the right number of branded studios? Or do you think there is further room for consolidation there? Thank you so much.

Okay. To your point, we are excited about the myWW launch really as the marketing vehicle to bring people into the right membership tier for them. So I think the way you think about Digital 360 and we are finalizing all pricing testing right now, it will sit as a mid-tier in between our digital and our unlimited workshops and digital business. But we are finalizing exactly. But that's how you can think about it. And then when we relaunch the one-on-one coaching platform in 2021, that will be at a high tier because it's very high touch one-on-one individual coaching.

And look, on the studio footprint side, you will see us aggressively managing the cost structure of that business. So entering winter with 900 locations in the United States, 650 branded studios and 250 hotels, which I think are great new avenue for us, not least with social distancing. We can have more people attend in a hotel setting. That total 900, only down about 70% locations in the U.S. where we started of the year. You asked about 2021 footprint, we have roughly 190 lease renewals in 2021. So we have lots of flexibility to continue to manage our cost structure and continue to meet members where they are. Serving 80% of the United States population with this much reduced studio footprint and obviously supplemented by virtual workshops available like never before, more convenience, more flexibility, 16 hours a day, seven days a week so people can attend virtual workshops too.

Great. Thank you.

Our next question comes from Steph Wissink with Jefferies. Please go ahead.

Thank you. Good afternoon, everyone. Mindy, the first question for you is just on the test of Digital 360. What are some of the things that you have learned as you tinkered with that experience? And then Amy, a question for you. I just want to go back to your prepared remarks on marketing expense for the fourth quarter. I know you talked about the 53rd week specifically. But how should we think about the baseline marketing investment, just given what Mindy has shared about some of the plan? Thank you.

Sure. What we have really found is Digital 360 and I would say it's built for millennials by millennials, right. And the core attribute of the program are really coaching, content and community, but in a 24/7, always-on demand platform. And we have seen really high engagement. And this is a new suite of coaches, all of whom are very geared towards a digital content on-demand platform and who have their own social and digital followings to engage, recruit and certainly retain members. Members will have the opportunity though to engage with multiple coaches. We have coaches who are in fitness, in nutrition, in mindset and medications. So there is really an opportunity to be able to really have that on-demand personal capability. And in addition, the myWW+ platform, which is the basis of all our platforms, had a very high level of personalization with the utilization of AI to really make the experience for you. So the combination of that, to us, is exciting and the Digital 360 platform. And that, combined with our new virtual platform, allowed us to really reach new audiences.

As it relates to week 53 marketing, as I mentioned in my comments, it's an unusually heavy week of marketing. And so we wanted to make sure that you were able to adjust your modeling accordingly. In my new, the underlying spend, excluding the impact of week 53, will be about flat to Q4 of 2019.

Thank you.

Our next question comes from Jason English with Goldman Sachs. Please go ahead.

Hi. Good evening, folks. Thanks for They both So a couple of quick questions. First, on the meeting subscriber. Not surprisingly, we are seeing a continued drop off of subscribers, given the situation out there. I am curious, what percentage of those who fall out of the program are picking it back up on the digital-only offering?

Hi Jason. It's Nick, Look, we don't really much switching. The offerings are different. And those people that like that immersive WW coaching experience in the workshops tend to stick with it. So really no more than usual. I would say that what's driving the digital growth is people choosing WW digital and our award-winning, Webby winning app. So the number of people who are transferring from studio to digital is a very small proportion of the folks choosing WW digital.

The one thing we have see and I think why we have our retention still an all-time high is because we have a great degree, certainly of our studio members now in the virtual workshops. But what the big opportunity is to really relaunch our all-access workshops and build new cohort framework that aren't restricted by geography. So we are able to really bring lifestyle cohorts, coach cohort and other together. And in the initial test of that, we have had really great response and feedback.

Terrific opportunity to win back those workshop members, absolutely.

You guys have a lot of different programs coming to market. I guess back to the question, an earlier question that came out earlier about pricing architecture, you mentioned you are launching Digital 360 somewhere in the middle of where the others are. And I think, to my ears, correct me if I am wrong, you are going to kind of have like a four tier offering, digital, Digital 360, meeting plus digital and personal coach. Correct me if I am wrong on that. But as you launch more premium, I guess are you contemplating pushing down the digital assets or the digital-only price point? Any changes to be mindful of on those components?

Yes. What we are seeing is, if you just think of the value that we have added into our digital platform in the last two years and now with the launch of myWW+ being extremely personalized and immersive, we really feel the value is certainly there. And what's interesting, I think you know, we had mentioned that for the first time we had offered free trial in the app. And I think the reason we are converting at a very high rate is people are recognizing the value of what we are providing them.

What are they trading up to? Sorry? And what percentage of those people who are taking the free trial are actually converting into a paid subscriber?

Any given week, close to 60%.

Well, that's great.

Yes. And I think a lot of it is, giving people the opportunity to really experience us as to who we are today and what we have to offer. And I think that's really been an asset.

Thank you, guys. I will pass it on.

Thank you.

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

Hi Brian.

Hi. Good evening. Thanks for taking my questions. Congratulations on the initiatives. So I had a couple of questions. First, short term and then something more strategic. The short term, I think I asked something similar last quarter as well. But as you look at your numbers and particularly with the impressive growth in the digital subscription you saw here in the third quarter, is there a way to parse out if the COVID crisis is affecting those numbers in any way? Or is there some type of COVID factor? And then the second question I have, just with respect to the new initiatives and particularly the Digital 360. As you think about it now and as you have done your initial testing, now recognizing it's early, but do you think this will be more of a tool to allow you to really cater to a larger consumers, a larger TAM, a new customer? Or is it more, is there a piece of is that's going to allow you to further give it to your existing customers and maybe help on the retention side? Thanks.

Look, Brian, on the impressive digital growth, I think it's sustainable based on the best tech and digital product experience and the wonderful features on our app that we have had. And so with what we are launching in winter is wonderful new myWW, more personalized approach with innovative features, I think our growth will be driven by what we do and the features we add in the digital experience we provide. Now look, certainly people in a COVID world need health and wellness more than ever. But I think our growth has been propelled by the wonderful product we are providing.

Yes. And what we are also seeing of that digital membership growth, we are seeing a skew to younger audience. So we are already seeing that in the digital growth. And to the question on the 360, we see two opportunities. We definitely see an opportunity for new customer acquisitions, particularly around a younger cohort, but we absolutely see the opportunity for a digital member to be able to upgrade to a more immersive experience that gives them a different level of accountability and we will be marketing that and giving the ability for our digital members to have an experience to be able to get down to upgrade. So two different opportunities.

Well, thank you very much.

Thanks.

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

Hi Linda.

Hi. Kind of a question on the numbers. Last quarter, there was a fairly big gap between digital subscriber growth of 23% and digital revenue growth of 15%, fairly big gap there. That gap is still there but it's more narrow this quarter with 23% digital sub growth and digital revenues up 20%, 21%. Can you explain why that gap has narrowed? Is the difference because of promotions that you are using? But can you just kind of explain why those numbers come out the way they are? Thanks.

Yes. Look, we are focused on using the right your pricing and promotions absolutely. And I was pleased with our price realization, particularly on the digital side during Q3. So I think it's just really continued strong performance driven by the strong app and effective marketing.

Thanks. And then can I just ask, with people staying at home more, there has been trends with more cooking at home. Do you think that that is benefiting your weight loss program versus other programs that involve sale of food?

Well, look, we have one of the number one engaging aspects that our members are loving in our app are our extensive food, recipe and database. And actually, we implemented within the app, the ability to search across any kind of dietary food and it will create the recipes for you. It will create more and both tracking, fitness and overall engagement is very, very high. So we do see that people are looking at us for those cooking tips. We also see it with our Instagram live cooking classes and things like that. What we are excited about is, one of the new customized part of myWW+ takes that even further and actually will personalize your meal planning, your recipes and based on what you even have at home.

Yes. And if I could, just coming back to a little bit more detail on your initial question. Look, digital retention is fantastic. It's easily as good as studio retention. So the fact that people join us on digital and they are staying for more than 10 months, you have the beauty of the flywheel of the subscription business. In Q3, we got all the revenue, a full quarter of revenue, from the people who joined us in Q2. So that's part of the dynamic also.

Thank you very much.

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

Hi. Thanks for taking the question. This is Kasey O'Brien, on for Ed.

Hi.

Hi. Historically, digital has had very high contribution margins approaching at least 50%. How ill the new AI-powered offering and the more premium virtual coaching programs compare?

Well, myWW+ is the program. That is integrated into the core digital program of everything we do. So that's not really about margin, that's about experience. Our digital margins, obviously, are very, very high and will continue to be so. Actually, Digital 360 being primarily digital is also high-margin. And now, with the addition of unlimited workshop with a significant portion of that being virtual, which also has higher margins, we think the blended opportunity to continue to drive higher margins over the coming months, years, et cetera is certainly significant.

Great. Thank you.

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

Hi. This is Mike Schwartz, for Michael Lasser. Thanks for taking our question. Question is, when will studio subscribers in North America stabilize? Do you think it can happen without changes in the underlying virus backdrop?

The way I would like to kind of express that is, we are looking at the entire Digital - Unlimited workshop cohort as one, okay. We, as Nick said, are going to be very, very diligent in what that footprint will look like. Certainly, putting safety and security of all our members first, but making sure we not only give them an option but that virtual option is for new members too who want to come in and have an experience. The second thing is, we will continue to look at other options for where we would have those face-to-face workshop experiences where we don't have overhead costs. And as Nick mentioned, we will be taking a hard look at that going into 2021. So we are looking it as more holistic workshop member strategy going forward.

That's right. Look, if you look at our 2020 performance on the heels of a wonderful launch of myWW, look, the business was firing on all cylinders, including studio doing really nicely until COVID strike. So obviously that's a factor as we look into Q4 and the Q1. But I think you will in the Q3 results, kind of with 80% of our subscribers being fully digital and that product having an 80%-plus gross margin and growing nicely, that's where the value creation for the company is, in the fast-growing, high-margin digital subscription business. And of course, we will look to maximize opportunities for our workshop members too.

Thank you. And as a quick follow-up. Under your expectation of a continuation of topline trends into the fourth quarter, is it realistic to expect gross profit dollars to stabilize?

Looking into Q4, as I mentioned in my comments, we expect the revenue trends for both digital and studio to remain about the same. From a margin perspective, we do tend to invest a bit more in product launches and training in Q4. So I would expect sequential margin for Q3 to Q4 to be down slightly.

Thank you.

Our next question comes from Olivia Tong with Bank of America. Please go ahead.

Great. Thank you. Good evening. These new programs are really interesting. So I just want to understand your view on the margin profile as you build out this middle tier virtual coaching and then the top tier, the one-on-one, because obviously there is some incremental expenditure with that as well? So if studio is like 40% and digital 80%, is 360 like 60% and one-on-one is above the 80%? Just if you could help us understand the margin profile of the new programs. Thanks.

Yes. Look, I think it's a good question. Obviously, we will look forward to launching the products in winter and seeing the uptake. But yes, look, with a digital subscription margin of over 80% and I would say, studio margin, historically 40%. Less today, that's why we are moving to aggressively rightsize the cost side. Look, clearly what we are launching, virtual workshops and Digital 360, digital first products. And so you can expect those margins to be more akin to a digital subscription margin. Obviously, it's a rich content, community and coach-led experience. So I would expect the margins of those businesses to be in the middle but probably closer to digital than studio because of the characteristics of the digital product.

Got it. Thanks. And then Amy, mice to meet you, first.

Nice to meet you too.

I want to understand sort of your approach on guidance going forward. You had said that because of the macro conditions commissions and what have you that there was no guidance right now. So is it more a function of, as long as COVID is here, you are probably not going to guide for the full year because of the lack of visibility? Or is it something else?? And then, you obviously, despite the lack of guide, you did give a lot of color into Q4 which would suggest a fairly sizeable downshift in EPS, given that 53rd week of spending. But as you think about the go-forward, I am just kind of curious if there is anything else that we need to mindful of sort of thinking about fiscal 2021? You obviously have lot of new programs too. Thank you.

Understood. As it relates to guidance, in this period of uncertainty, I think it was prudent for the company to withhold guidance. We continued that practice for Q4. We will certainly reevaluate it year-end on the February call. We are headed into the winter marketing season. We are headed into a very active subscriber period. And so we will definitely revisit as we get through quarter four. I think I had a hard time hearing you. I think you had a week 53 question. Could you repeat that please?

Sure. So just trying to understand because you gave a fair number of pieces on Q4 which would seem to suggest that there is a fairly sizable downshift in EPS for Q4. So first, I just wanted to confirm that the main piece of that, obviously is that incremental spending. As we look to look through Q4, you said sales, plus or minus, about similar on a year-over-year basis to Q3. Gross margins obviously benefiting quite nicely from the mix shift but the marketing is the offset and then tax rate goes up pretty dramatically too. So just want to make sure that I understood all those pieces because it does seem to suggest a fairly big downshift.

So let's walk through that and then Nick can weigh in here as well. So just to clarify, there will be an incremental $15 million of marketing as it relates to week 53. We just want to make sure everybody gets that right. But there is also an incremental week of revenue. And so the intention was not to guide down $15 million because of incremental marketing spend, just to be clear. We expect for the net EPS impact of week 53 to be approximately $0.03. And so that's not a change. It's just a clarification and a reminder, is how I look at that. I mean, Nick, do you have anything else to add?

No. I think that's absolutely right. It implies week 53 driving up to $20 million of revenue. We just want to make sure folks have week 53 contemplated in their models. No, certainly not a downshift of performance expected.

No, that first week of winter is a very big recruitment piece.

Yes. And look, we obviously have seen strong trends in our Q3. We have seen those trends continue through October also. Strong continued digital momentum and continued studio recruitment weakness, as we expected, exactly as we guided to in our outlook. But October was a strong start to Q4.

Right. And obviously very optimistic about our new launches in the fourth quarter.

Great. Thank you so much for the clarification. I appreciate it.

Sure.

Our final question comes from Alex Fuhrman with Craig-Hallum. Please go ahead.

Great. Thanks very much for taking my question. One thing I wanted to ask about is, just looking at your results for the Digital + Studio offering. It looks like it was down, more or less, uniformly in all of the geographies. You report, I am curious since you have such as big presence all over the world, have you seen that appetite to get back into your studios has been different in any of your different countries? Anything major to call out there?

Nothing dramatic. I think obviously different markets were able to be open at a different time and to now the point different markets are closing, right. So I think it's been pretty consistent. And I think it's more about the ability to even go back because someone is not necessarily going to sign up for a studio experience that they can't physically go to. That difference in our existing member who feel that at least having the virtual experience for them keeps them continue to be motivated.

Great. That's helpful. Thank you very much.

Thank you.

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

Great. So first I want to once again thank our talented and passionate teams around the globe for their exceptional work during this time. We continue to accelerate our strategy, enabling us to create a truly differentiated technology-fueled human-centric member experience. We continue to maximize our high margin digital business subscription model, be agile and flexible in our cost structure, focus on growing retention and engagement and developing new path for growth. We are very excited about our new launches and plans for the winter season and we actually really look forward to sharing more over the next month. So, thanks everyone for joining us today.

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