Good afternoon, and welcome to the WW International Third Quarter 2021 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask question. [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 to everyone for joining us today for WW International's third quarter 2021 conference call. At about 4 o'clock PM Eastern Time today, we issued a press release reporting our third quarter 2021 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.

Thanks, Corey. Good afternoon, everyone. Before we get started, I want to give context to the announcement last month about my decision to step down as President and CEO of WW after the first quarter of 2022. When I joined Weight Watchers in July 2017, to lead the transformations of brands, I knew it was an opportunity to have both a business impact and human impact. Our purpose, we inspire healthy habits for real life, for people, families, communities the world, for everyone, to be the brand that can democratize wellness for all is truly what WW represents today. We have transformed digitally creating a holistic weight and wellness ecosystem, expanded and diversified our member base and leverage the power of community at the core of all that we do. I am proud to have built and led the extraordinary WW team through this transformation and the challenges of the past two years. But what I'm truly excited about is the launch next week of the most groundbreaking food program innovation in the company's history, and entirely new science based personalized program for efficacious, livable, sustainable, healthy weight loss and overall wellness.\ My intention is to lead the company through this launch and the winter 2022 season, and then provide a seamless transition to new leadership. This has been a profound experience. And I will always be part of a WW family as a member, an advocate, and an ambassador for all that we do. And I can assure you that, the entire WW team shares a common purpose, and will carry on the impactful work that we're doing around the world each and every day. We're turning now to our third quarter results. Revenue was below our expectations and digital growth did not offset the expected year-over-year headwinds from…

Thank you, Mindy. I'd like to shed some additional color on the performance of our global markets. As Mindy mentioned, we ended Q3 with 4.5 million subscribers, which was below our expectations as member recruitment trends further weakened during the quarter. We ended the quarter with 3.7 million digital subscribers, down 3% year-over-year. Subscribers for our premium interactive coaching and content offering, Digital 360 increased quarter-over-quarter, ending Q3 with 240,000 subscribers. We will continue to optimize and build out this membership protocol to expand and diversify our member base. End of Period Workshop subscribers were 763,000 in Q3, up sequentially from 748,000 in Q2, a year-over-year workshop subscriber trends are stabilizing. Note that the majority of our international markets have only very recently begun reopening in-person workshops due to the easing of local COVID restrictions. We are making progress on optimizing this business and increased workshop gross margin to 33% in Q3. We aim to return workshops to 40% plus gross margin. We now have a highly flexible workshop cut structure through our realigned physical footprint. We are managing the in-person business with the small footprint augmented by highly flexible studio apps or third-party locations, ensuring the availability of workshops to the majority of the population. But about 90% of US households within a 30-minute drive of a workshop location. 2021 was about 430 WW branded studios in the US down for about 800 pre-COVID. These locations will be augmented by approximately 650 studio at locations in the US. This footprint will provide us with ample capacity for step up and attendances in January and will continue to evaluate studio profitability on a quarter-by-quarter basis and adjust our workshop footprint to support demand. While overall recruitment trends have been challenging this year, as consumers navigate a slow and uncertain global…

Thank you, Nick. In Q3, we expected revenue to be down in the low single-digits with no workshop revenue headwinds offset by growth in digital, while digital revenue grew in the quarter compared to 2020. It did not grow with a weight that we expected. Digital recruitment trends versus last year worsened in Q3 compared to Q2, also driving lower revenue in e-commerce. The impact from revenue declines was offset by strong gross margin performance, the execution of our G&A cost savings initiatives and an intentional shift of plan marketing investment into Q4. In Q3, total revenue of 293 million was down 9% year-over-year. While digital revenue was up 3% year-over-year, it did not offset the 20% decline in workshop revenue. We ended Q3 with 4.5 million subscribers, down 4% year-over-year with digital subscribers down 3% and workshop subscribers down 11% year-over-year in the quarter. Adjusted gross margin was 62%, up approximately 270 basis points from the prior year, mostly as a result of digital revenue mix. In addition, gross margin in workshops improved year-over-year by over 600 basis points. As a result of the cost reduction actions taken. Adjusted operating income of 88 million reflected lower than expected G&A in the quarter. And the deliberate shift of marketing investments into Q4. The execution of our G&A cost reduction initiatives, as well as continued adjustments in our workshop footprint resulted in 9 million of restructuring costs in the quarter, which was above our estimate of 68 million, incorporating the $0.09 negative impact of restructuring, which was offset by $0.02 of benefit from a change in tax valuation reserves. Q3 GAAP EPS was $0.65 cents. Turning to our outlook for the full year 2021. While recruitment trends have proven difficult to predict in an uncertain environment, we wanted to provide you…

Thanks, Amy. We believe our new Food Program Innovation is launching at just the right time. This powerful new innovation provides truly individualized plans, demonstrating exactly what WW does best, deliver clinically significant weight loss to a livable sustainable program where members are inspired and supported by a community of members and coaches. We believe the combination of this new program and the traditional New Year's reset moment will spark increased interest in WW as consumers recommit to their health and wellness during the important winter season and drive significant member recruitment in 2022. Our winter marketing campaign will highlight how our new program is our most advanced ever and fits easily into your life because it is designed uniquely for you, allowing you to live the life you love and lose the weight you want. Cindy Gustafson, our Chief Marketing Officer and I were just in California last week for the filming of our US winter campaign assets with Oprah Winfrey and James Corden. Just as the scale and scope of the Food Program innovation is unprecedented so is the array of marketing assets we will be deploying this winter. In TVs digital, Oprah and James will be amplifying the new program, highlighting what makes WW different and motivating others to join WW and commit to their health and wellbeing to weight loss. The advertising campaign will also feature a diverse and inspiring group of member ambassadors, sharing their authentic stories and success with the new program. And in addition to being featured in select digital marketing assets, our talented and aspirational Digital 360 coaches, will be utilizing the social media platforms and followings to drive engagement and conversation about the new Food Program at WW across all membership types. In addition, they will be highlighting our industry first interactive coaching and content experience Digital 360, which is delivering WW as a modern way. These messages and strong call to action will be adapted to add our international markets in multi-platform campaigns across linear TV and streaming digital, social PR and search. We will utilize a mix of high performing offers to appeal to a broad range of new and less members, emphasizing longer-term commitments which maximize subscription lifetime value. In addition, we're further optimizing our website and app store presence to remove friction highlight value and drive conversion. In summary, while the pandemic environment made consumer behavior difficult to predict in 2021, we believe we have the right playbook to drive profitable growth in 2022. As we have seen with past Food Program innovations, we are confident that this revolutionary new program will resonate with you and former members alike create excitement in the category and demonstrate our competitive advantages as we deliver a proven science based program through an award winning app with coaching, content and community. Thank you for joining us today. And we're now happy to take your questions.

We’ll now begin the question-and-answer session. [Operator Instructions] The first question is from Alex Berman of Craig-Hallum. Please go ahead.

Great. Thank you very much for taking my question.

Hi, Alex.

I'm curious about the shortfall that being -- hi, and nice to speak to you, Mindy. And certainly wish you all the best in life after WW. Now, I wanted to ask you about the shortfall in digital revenue. I mean, it certainly seems relative to three months ago when you reported the last quarter. Obviously the reopening of the economy has had perhaps not gone as quickly as we all would have hoped to have seen. Is that one of the driving factors of why you think digital weight loss program across the board have not performed well in the third quarter? Just kind of curious if there's the industry had slowed down over the past couple of months.

Yeah. So if you look at the trajectory, what we saw throughout the year in terms of consumer behavior change, which related to performance. So Q1, we came out feeling positive based on both the qualitative and quantitative evidence that we saw as well as the digital signups, which is why we articulated where we thought we were going to go. When we got into Q2, after the early part, we started to see a fairly dramatic shift in what we were seeing from everything from search trends to what we were hearing from consumer. And it was pretty consistent across markets. And it really was, as you said, people saying this isn't what I want to do right now. I have been through a lot. And this is not what I'm going to focus on at the moment. And it really started I think what we said like, after the first few weeks of Q2. And so, what we've been trying to do is navigate as effectively as possible, really look at the pulse points. And yes, Q3 softer than we had anticipated, which is why the team was incredibly nimble in managing both our costs, and making decisions strategically on where our marketing spend was going to go. Particularly in Q4 because of how strongly we felt about the upcoming innovation. And the reason is that, we've been articulating our perspective on why we have such confidence in that is yes. The program itself is something we can truly scream from the rooftops is new and never has been done before. But what we've already seen what we've already seen, if you look at 2016, 2018 and 2022, 2016 we saw 28% growth in signups because of the winter innovation, 2018, 42% and in 2020 before the COVID lock down, 30%. And I think that combined with what we're seeing as again, early green shoots in terms of what we're hearing from consumer, and what we're seeing is that the combination of the program, the timing and going into the winter season is what we have the confidence in for growth in 2022.

Great. That’s really helpful. Thanks, Mindy, and looking forward to seeing the details of the new innovations.

Thank you.

The next question is from Spencer Hanus of Wolfe Research. Please go ahead.

Great, Thank you, guys. Last quarter, you talked about some wellness fatigue amongst your consumers. Are you seeing that sentiment start to reverse it all as you look into 4Q and then into 2022? And then, are you seeing any impact from competitors that we're doing pretty significant fundraising over the last few months, and also doing incremental marketing spent as well.

Could you -- I'm sorry, could you repeat that? It was difficult to hear

Yeah. So could you just talk about what you're seeing among consumers? Last quarter, you talked about wellness fatigue, and that being a headwind to subscriber growth, but you're seeing that sentiment start to reverse? And then, as you look at the competitive environment out there, has there been any impact from a lot of your peers who have been raising money in players like Neom [ph]? And have done that over the last few months?

Yeah, so I'll give you a perspective. I mean, we obviously do a lot of quality on and I think I use the expression green shoots, we intentionally took a conservative approach to Q4 because of the level of uncertainty, we still feel exists. So, we don't want to get ahead of ourselves in any way. And we weren't really focused on the launch. So that's how I would describe that. As it relates to the competition, clearly there is significant competition, but across more than weight loss competitors, who has had a lot of fitness, demand and competition, et cetera. And so from our perspective, what we're doing is looking to product performance marketing perspective, maximizing every dollar of our spend going into winter. And I think you heard me before, say we reallocated spend, so we could be as strong as possible, particularly leading up to and then when our big campaign launches, December 26 and really leveraging our investors, our influencers and really creating as much conversation. The other thing that we look forward to is, when we do have a launch of something like this to such a degree, the initial focus is on our existing members, because we effectively really utilize them for significant word of mouth to start building momentum going into the winter season. And this is a very kind of breakthrough and engaging where we do see, where we're going to have conversation. So what we're actually going to do is, allocate some resources even before the big launch on December 26th, to start building momentum.

Got it. That's helpful. And then Mindy, could you just comment on how you're preparing the business for the eventual change in leadership? And has it had any impact on how you guys are planning for the 2022 diabetes in our marketing are just getting the organization ready?

Yeah. We have an incredible talent in this organization. And I think I've said this before. The purpose driven factor of what we are doing to impact people's lives everyday is a very galvanizing mission, as is growing the business and performing, it's very important to the team. I'm not leaving immediately. It's important to me, as well as the team that we made sure the transition is as effective as possible. And I can absolutely say that the organization and what they've accomplished for this launch is beyond anything I've seen. And I don't expect that to change.

Yeah. Got it. That's helpful. Thank you.

The next question is from Ed Yruma of KeyBanc. Please go ahead.

Hi, this is Samantha on for Ed. So my first question is what were the incremental headwinds in Q3 that caused digital revenue growth to fall short of expectations and decline versus Q2? And any of these headwinds prolonged into Q4?

So as I mentioned before, just what we were seeing in cadence, which is why we were conservative going into Q4, because we did see the headwinds that we did in Q3, particularly on the digital side and flowing, it's different on the workshop side, because although we saw improvement, it's still significantly down year-on-year, just because we have markets where we even have our workshops up yet. So, obviously, that's a different factor. And, we've intentionally planned -- we haven't planned a huge list in the fourth quarter from the innovation launch, because we wanted to have a modicum of conservatism even though we're excited about what the opportunity is.

And I would just add, Samantha as well, that the subscriber trends, the recruitment trends in Q3 really drove the revenue shortfall. Remember, in a subscription based business model, those revenue impacts carry into Q4. For Q4, we further reduce our forecasts and then in this point, we took an approach to just reset our expectations to Q3 trends, which performed a bit worse than in Q2. And so that's what you're seeing carried into Q4.

Yes. Looking particularly in September, which is why as good to see how quickly the team nimbly reacted to shift marketing resources into Q4.

Got it. Thanks. That's all for me. Thanks, guys.

The next question is from Lauren Schenk of Morgan Stanley. Please go ahead.

Hey, this is Nathan Feather on for Lauren. Can you just talk through it a little bit more detail what you're seeing in the marketing environment? Was there any impact from IDFA within the quarter? And then given the kind of headwinds you've seen there, how is it impacting how you're thinking about the 2022 Food Plan innovation and marketing plans?

Hey, Nathan. We couldn't hear was there any impact from we missed that part, could you repeat the first part of the question?

Yes. Any impact from IDFA the Apple privacy changes?

Okay. That really does play into a factor in what we're doing. I would say that our winter plans are incredibly comprehensive, both from a channel point of view of assets and strategy, et cetera. I think I mentioned in my comments that I was out in California for the tire shoot last week. And I can say that, I think it's beyond what we've done is very comprehensive. And obviously, we did have some challenges over the past kind of 18 months, because the COVID was really being able to bring a lot of our assets creatively to life, because we use real people, we use real numbers, we use them in an environment we use the power of Oprah, the power of James. And so this really enabled us to bring everyone together and create a different dynamic across what will ultimately be able to use across all our channels.

Okay. Great. Thank you.

The next question is from Michael Lasser of UBS. Please go ahead

Hey, Michael.

Hi. This is Mike Short on for Michael Lasser. Thanks for taking our question.

Hey, Michael.

We've heard a lot about industry-wide pressures. Are there any company specific challenges that you think they'll be faced in the last quarter that impacted results? And you know, as the rebranding from Weight Watchers to WW has any impact?

Actually, what's interesting about that, because it's been very important to us as we've not just rebranded kind of "Weight Watchers" to WW, but as we really articulated, who we are as a brand, not just around the leader in science space weight loss, but also around this holistic wellness offering around long-term sustainable behavior change and wellness. And actually not just in terms of recognition, but in terms of perception, in terms of who we are to a broader audience. That's actually been very positive. So I wouldn't say that our challenges are because of where our brand is that's actually more of an opportunity for us going forward because of the environment that we're in that we're not just one linear thing that we have an offering that's much more wholesome. And then as it relates to the competitive environment is what I said before, we have to look at every area of competition, which we do, and we're aware of every area of business where things are trending. But what we do know is there certainly was hanger wouldn't call it on the category as a whole. But we do believe that that is shorter term pressure as we go into winter.

Thank you.

The next question is from Stephanie Wissink of Jefferies. Please go ahead.

Hey, it's Chris [indiscernible] on for Steph. And I apologize you had talked about this, you talked about the call for a second. I think I heard you mentioned the fall-off and stubs over the last couple of quarters being due to maybe more not wanting to focus on wellness at the moment. Anything that's potentially important aspect of flag here. So the question is really, you feel more strongly positioned to recapture or reactivate the subscribers, especially with the innovation launch, kind of as they reactivate their appetite to focus on wellness? That's kind of the sort of implies to -- if you could bifurcate out how you're thinking about growth coming from prior versus new subscribers? Rob if you could provide… A – Mindy Grossman: Yeah, that's a great question. So just to give you a perspective, in a significant innovation year, and what you saw actually in 2020 obviously, and so kind of COVID change the perspective at the end of the first quarter what we tend to see is a significant influx of lapsed members, as well as new members, which is why we normally see a spike in our workshop, signups. But we think there's an opportunity this year for us all to have also to get lapsed digital members, and have them upgrade to D360, to a more premium coach led experience. So we're very much focused on strategy for last how to -- when they come back, how do we match them with the right membership vertical for them. And then certainly attract new and also match them with the right membership vertical for them. And all of the pre assessment work that we now do to match the member with the actual food program that's going to be exclusive to them. We also match them with the membership vertical, that's going to be right for them. So more comprehensive than we've ever done in the past.

That's super helpful, Mindy. Thank you.

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

Thank you. And thanks, everyone, for being here today. Great to talk to you. We're clearly looking forward to the announcement of the Food Program innovation on Monday and can't wait to share all the details. But I want to thank our global teams for all their incredible work and it's development from science, human truths, from operations to technology, digital product to marketing, content coaching. The cross functional effort that has to go into the creation of a Food Program like this and bringing it to life, is unparalleled. And it truly showcases the competitive advantage of WW with our proven program based on efficient and behavior change science. So we're confident that this program will resonate with consumers, create excitements, expand our global impact and most important provide a trajectory for profitable growth in 2022 and beyond. I'm very much looking forward to sharing more with you at our virtual event on November 18. And I hope you'll all join us so thank you.

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