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Good morning. My name is Rob and I’ll be your conference operator today. At this time, I would like to welcome everyone to the Membership Collective Group Inc. Second Quarter 2022 Financial Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and answer-session. . Thank you. Thomas Allen, Chief Financial Officer, you may begin your conference.

Thank you for joining us today to discuss the Membership Collective Group's second quarter 2022 financial results. Some of today's statements may be forward-looking, and actual results may differ materially due to a number of risks and uncertainties, including those discussed in our most recent quarterly report on Form 10-Q filed on May 18, 2022. Any forward-looking statements represent our views only as of today, and we assume no obligation to update any forward-looking statements if our views change. By now, you should have access to our second quarter 2022 earnings release, which can be found at membershipcollectivegroup.com in the News & Events section. Additionally, we have posted our Q1 2022 earnings presentation, which can also be found in the News & Events section on our site. During the call, we also refer to certain non-GAAP financial measures. These non-GAAP measures should be considered in addition to, and not as a substitute for, or in isolation from, our GAAP results. Reconciliation to the most comparable GAAP measures are available in today's earnings press release. With that, I'll remind everyone that, during our last earnings call, we highlight our six strategic priorities. They are, first, global expansion of Soho House; second, enhancing the value of our Soho House membership; third, House Foundations, our ESG platform; fourth, operational excellence while delivering profits and free cash flow; fifth, growing new Membership brands and profit streams; and six, driving a great digital experience. I will now pass on to Nick Jones, our Founder and CEO, to discuss how we progressed against the first three pillars. Then Andrew Carnie, our President, will discuss the next three before I get into results and guidance.

Good morning. And thank you very much for joining us today. I'd like to welcome Thomas to the team. Excited to have you on board. And we're very pleased to be reporting another good quarter of growth in a very complicated operating environment. But let's start with the expansion of the Soho Houses. As you know, we talked about nine new Soho Houses this year, and we are on track to deliver that. So far, we have opened five. The first one we opened was Nashville in North America. Very strong membership demand, I'm really pleased to say. We've already got around 2,000 members. We then opened the Brighton Beach House. It's our first ever Soho House on the coast in Britain. Brighton is a very creative city. And already a lot of our members live there. We then open Holloway House, which is in West Hollywood, California. It's our fourth site in LA. The reason why we opened it is that our members from all around the world kept saying they wanted rooms in West Hollywood, and we've been able to deliver them. And there's been a great response to them. Back in July, we opened Soho House Copenhagen, which is our first house in Scandinavia, an incredibly exciting market for us. Yeah, it's such a great city, Copenhagen, full of great people. And the membership applications are really flying in. Also in July, we opened Little House in Balham. I can see you all going where's Balham? Well, Balham is in South London. And the reason why we opened a Little House in Balham is a lot of our members live in the area, and this was in response to a lot of people sort of working from home more and us wanting to just do what our members wanted. And we expect to expand more into local neighborhoods in the future. The four remaining houses to open this year are the Miami Pool House. We already have the beach house in Miami, which is one of our top performing houses. We have a huge amount of demand as more and more people have moved down to Miami since the pandemic. It's located in a great creative neighborhood that we're really excited about that opening. And also, we have our second house in Scandinavia opening towards the end of the year in Stockholm. We already have a huge amount of cities with our houses members, and it's in a converted church. Towards the end of the year, we're opening in Mexico City. A really exciting time for us because this is our first house in Latin America. It's in a great building, an old general's house. And it's going to be a big club with swimming pool and pool house and we are very excited to be entering that market. And then, right at the end of the year, we're opening in Bangkok. This is further expansion for us into Asia. Incredibly vibrant city and excited to keep making our membership global. CWH, cities without houses, is really key for us to support our new pipeline of houses. We have added another 10 new cities as part of our CWH program this quarter, including Nairobi, Manila, and San Diego. And we're even more confident about our international growth in the future with this program. Next, I want to talk about enhancing membership value, something I and the team wake up every morning and think how can we make life better for our members because membership is at the heart of what we do. We know our members love new houses and they grow the value and demand of their membership. They're so pleased of all the new openings that we've done this year. And all our new houses have seen a very strong membership demand locally from the start. We also love putting on great experiences outside our houses for our members. For instance, this year, we had the regular Soho House Festival in West London. And also, we did the Soho desert house at Coachella and our members love seeing the houses out on the road. All of this added 11,000 new Soho House members since the last quarter. And we now have 142,000 members and we're on target to hit 160,000 to 165,000, which will be fantastic. And also, the thing which I'm super proud of is our retention and that remained at around 95% despite obviously the concerns of a tougher economic environment and increases in our membership fees. Finally, I want to talk about House Foundations. We published our first ESG report in May and we're making good progress, in line with our targets. With our environmental goals, we've committed to reducing impact on the planet. We're pleased with the progress we've made on waste reduction. The number of houses now separating food waste has increased by 20%, meeting, our 2022 target. Our social programs are at the heart of what Soho House is all about. We saw continued growth in our mentorship and fellowship programs, where we can make a real impact by helping people from less privileged backgrounds gain access to the creative industry, through our brilliant members. And we've launched both programs in 17 new cities this year. We now support 815 mentees and fellows, which is a 70% increase since the end of last year. I'd love to now pass to Andrew to discuss the other pillars.

Thank you, Nick. And good morning, everyone. I'm going to discuss how we've delivered operational excellence whilst delivering growth in Q2. I'm going to touch on other membership brands and businesses, and then we're going to talk more about driving our digital experience before I hand over to Thomas. Starting with operational excellence, we were able to deliver improved results despite factors such as continued wage inflation, supply chain issues, COVID impact and high energy prices, along with currency headwinds. We grew EBITDA to $15 million, up $28 million year-on-year and $30 million quarter-on-quarter. That's with our in-house revenues growing 140% year-on-year, helped by a 40% year-on-year like-for-like RevPAR increase, with like-for-like RevPAR 16% above Q2 in 2019. Our house contribution margins improved by 260 basis points year-on-year, and our F&B margins again are up by 230 basis points versus Q2 2019 despite around 20% higher food costs by inflation. Next, an update on other MCG brands outside Soho House membership. We had a very strong quarter of revenue across our other businesses, increasing by about 100% year-on-year. Our total MCG members are now up 12% quarter-on-quarter and 51% year-on-year. As we've talked often about Soho Friends, it continued to grow and was our largest contributor of growth of 8,000 members quarter-on-quarter or 26%. And that's a 300% increase year-on-year. And as a reminder, our Soho House friends are a predominantly guests of members that convert to be friends of Soho House and are allowed to stay in our bedrooms and get benefits within Soho. Our MCG waitlist is now 82,000 which has grown again quarter-on-quarter and is its highest level ever, despite the record intakes that Nick mentioned earlier. And what that shows us is the health of our business and that we still have record demand for all our memberships as we grow. In June, we opened The Ned NoMad in New York, our first Ned site outside of London, and we successfully opened with 700 members and have a growing waitlist. And we remain on track to open the Ned Doha in Q4 of this year. As we mentioned on our last earnings call, Q2 is a season for Scorpios and we're delighted to say that we opened two weeks earlier due to member demand, and so far have had a very strong season. In fact, last week, we had our biggest week in Scorpios' history, which again just underlies the strength of our Scorpios brand and why we will continue to grow globally. Finally, Soho Home. We continue to deliver great performance and momentum throughout the quarter on our Soho Home, with sales up again 105% year-on-year. What that tells us is we are delighting our members. This month, we're integrating our HOME+ membership into Friends membership. Our HOME+ members are high spenders and high value to us and we wanted to give them more value whilst increasing our own share of wallet. Turning finally to digital. We continue to develop our products to give members the best experience when they arrive at our houses and to connect with them either in person or digitally. Our global website, sohohouse.com, is accountable for membership acquisition. In Q2, unique visitors to the site increased by 12% quarter-on-quarter and 69% year-on-year. And as I already mentioned, our waitlist globally is an all-time high. Our propriety members at the SH.APP delivered 75% of all global bookings, consistent with Q1, and that's significant when you consider occupancy across bedrooms rose to 81% in Q2, up from 60% in Q1. And these bookings are all organic, which I think we've stressed on a previous earnings call with no marketing dollars spent or booking engine fees for our bedrooms. We've now launched Soho Connect to all our members. Last quarter, we saw a 40% quarter-on-quarter growth of members using connection features and we're working to optimize it before launching our digital membership. With that, I'll hand over to Thomas who will take you through the results in detail before we take your questions.

Thanks, Andrew. And good morning, everyone. This is my eighth week on the job. I joined MCG because I felt it's a great company with visionary leaders, a very attractive brand in Soho House and loads of runway for profitable growth. I've been really impressed by the operational expertise I've seen so far. Here's some of the highlights of the second quarter. Total revenue grew almost 100% and would have grown over 100% and another $10 million had it not been for FX headwinds. House level contribution also increased to over 100% with margins up almost 300 basis points. As we keep on stressing, Soho House membership growth was very strong, which coupled with price increases drove 47% growth in recurring membership revenue. This is also helped by another reduction in frozen membership. Frozen members as a percentage of total members is now below pre-COVID levels, highlighting the increased value for our members and having an active membership. In-house revenues grew 140% year-over-year, benefiting from stronger F&B trends and, as Andrew mentioned, 40% higher RevPAR year-over-year and 16% higher than 2Q 2019. Other revenues were up 104% helped by strong Scorpios and Home results, public restaurant townhouse revenues and increased management fees from the Ned, The LINE and Saguaro. Our reported adjusted EBITDA in the second quarter was $15 million, above consensus, which based on our analysis was $13 million and consensus metrics says it's $12 million. Our beat would have been even more pronounced had it not been for headwinds from FX, which was $1 million headwind, Hong Kong is still taking a longer than hoped to recover, which was $1 million hit against budget, and the tough wage and food and beverage cost environment. That said, our improved profitability reflects continued focus on cost management, as well as strong top line performance. The capitalization table shows our position at the end of the second quarter. We ended the quarter with $266 million of cash and cash equivalents and restricted cash and the undrawn revolver is $86 million, which provides us with sufficient flexibility to fund our operational needs, as well as capacity to grow. Net debt was $444 million at quarter-end. The company repurchased 2.3 million shares for $17 million during the second quarter. As you can see from our loan maturity profile, the vast majority of our debt currently runs out to 2027. We're currently looking at refinancing options for the debt coming due in 2024. Our priority remains to generate free cash flow in the short to medium term, and we expect to be cash flow positive in the fourth quarter of this year. On to guidance. We continue to see strong momentum in all our metrics. However, FX has gone meaningfully against us and we now expect Hong Kong to continue to be a drag on results for the year. Going into each guidance line in more detail. We are on track to deliver our total Soho House members target of 160,000 to 165,000 members by year-end. At June 30, we were halfway through the year and had added almost 20,000 net new members compared to our approximately 40,000 annual goal. Remember, new house openings have outsize contribution to this growth. We only opened three properties in the first half and have already opened two of the six houses we expect to open in the second half. So we're well on our way to hit our member growth target. On revenues, we are cutting guidance by $40 million. When the company set its guidance, it assumed the pound/dollar exchange rate will be $1.34 for the year where it's $1.2 and the euro/dollar exchange rate will be $1.16 and is now at parity. With a $10 million FX hit to revenue in Q and expect another $40 million impact in the second half, assuming current rates remain. On Hong Kong, restrictions continue to limit our ability to ramp up that property. That property missed budget by $2 million in the second quarter. And assuming current trends remain, we'll miss budget by another $5 million for the remainder of the year. So if you add up the FX and Hong Kong headwinds, it implies $57 million of downside when we're only cutting our guidance by $40 million. The offset is we have continued to have good traction taking price and continue to see consistently strong demand trends despite concerns of a recession. On EBITDA, we're cutting our guidance from $80 million to $90 million to $70 million to $80 million. Luckily, a lot of the FX impact is translation. So, as we noted, we had a $1 million FX hit in 2Q. We now expect to see another $4 million impact in the second half. Restrictions around Hong Kong hurt us $1 million in the second quarter, and will likely be another $4 million impact in the second half. While we were able to offset some of our revenue headwinds with better core performance, our EBITDA guidance range was a lot tighter, the cost environment remains challenging, and so we felt it prudent to take the more conservative path on EBITDA. We're also mindful that we've done $18 million of EBITDA in the first half of the year, so we have a lot to make up in the second half. That said, we have seen Europe recovering well and outperforming this summer. And our business seasonally typically ramps up through the quarters, with 3Q benefiting from summer business and 4Q from holiday events. To end, I'd like to remind everyone that we are a unique membership platform with multiple revenue generators, high retention, we try to be as asset light as possible, and we have other business lines that continue to scale. With that, we will now open up to questions. Operator, can we take the first question, please? As a reminder, you can either ask it over the phone or submit over the webcast. Thanks.

. Your first question comes to the line of Steven

First question I had was just on the pricing power discussion. Maybe could you talk a bit more in detail about the pricing increases you've done in the first part of the year? Do you see opportunity to take price up further in the back half? And from a member perspective, have you seen any sort of pushback to the increases in prices?

As we've already mentioned on previous earnings calls, we have increased pricing across all our channels, from F&B to our bedrooms and our membership. We feel good about pricing right now. We've pretty much offset all of inflation, including the headwinds that Thomas talked about on energy prices. So, we don't see any further movement on pricing for the second half. And what we are focused on is always delivering value for money for our members. So we're working really hard in our houses to continue to give them great events and great menu choices as we go to the second half.

I wanted to ask just on the house revenue, could you talk a bit more about maybe the cadence of the second quarter? And then, just if you can give any color on how July and August is forming overall. You kind of gave some commentary on the last call that May was off to a good start relative to 2019. So I'm wondering if that's still holding.

When we look at July, July trends continued what we saw in the second quarter. Second quarter like-for-like revenue growth for our houses was up the low double digits. What we saw in July was up about 13%. We've seen real strength in Scorpios, as we talked about earlier. So that's really going to help the third quarter. And so, we're seeing strong trends. FX has gone materially against us, and so that's a consideration, that one aspect to think about. A lot of it nuanced. We have seen, on a relative basis, our business in Europe get stronger, while our North America business get slightly weaker. We think that that's a function of our North American members going to Europe for the summer. And we expect that to revert. And we've already actually seen a bit of reversion as we've gotten into middle of August, and likely people have gone back to school or returned from holiday.

Your next question comes from the line of Shaun Kelley from Bank of America.

I just wanted to maybe follow-up because I think we were on a good path there. You talked about like-for-like spending at some of the houses being up? I think you said low double across the second quarter. Assuming that's year-on-year, can you give us a sense – and I know that the house base has changed a whole lot. But give us a sense of where we maybe are in the stages of the recovery relative to 2019. I know it's maybe a dated metric at this point. But it is a way that we kind of tried to gauge how much recovery potential we may have relative to other categories of spending out there.

Being my first earnings call, I probably should have been more specific. It was versus 2019, at least that's really how we're thinking about our business. If we think about it versus the second quarter of last year, we've given the RevPAR metric, it was up 40% in the second quarter versus 2019, it was up 16%. So we're seeing even stronger growth versus the second quarter of last year. Do you remember the second quarter of last year we were seeing some pretty significant COVID restrictions still. And so, I think that we all agree we should really be comping ourselves to the second quarter of 2019.

The logical next step would be just the contribution margins. I believe you're also up there versus 2019, which is encouraging. But can you can you give us a sense of how stable are these at this level? Where are we going to see continued operating leverage from here and how should we balance that against some of the inflationary pressures that you and everyone has in this environment?

Look, I think that we can still deliver this growth in contribution margins. We've been delivering on the price increases offsetting the cost inflation. Our houses are maturing quickly. COVID made it harder to ramp up property. But now that we're getting out of COVID, we're adding new members quickly, and then that's driving scale. And so, we're confident that we should continue to add improved margin versus 2019.

Your next question comes from the line of Ali Naqvi from HSBC.

Just to maybe get some color on how MCG has performed during previous recessions or period of economic weakness. How has sort of member growth or member spend held up during those times? And just with respect to what you're seeing from your end customers and client bases, the major industries, are they showing signs of weakness or, for example, starting to come down or anything of that nature that would give you any sort of Ford indication as to how trading may eventually move? And then, finally, Thomas, obviously, you've joined. What are your sort of priorities as you've sort of come out this side of the organization and your sort of key learnings please?

I will start that one because I've been around the longest and has seen quite a lot of recessions in our time in 27 years. And we always go into it obviously apprehensive and nervous in the times before. But what we've always seen is that members love their home away from home. They don't like giving up their membership because there is a very long queue to join to get back in. And they also love the fact that there is a place that they can go to and get away from the day to day world of the recession, which might be going on. As far as their spend is concerned in their houses, even though there's been big inflation, generally, on our prices, like there have been globally everywhere, we're very keen to keep on offering our members value for money, like club breakfast, combo lunch, 10 cocktails for £10 or 10 at £10. So, there's a lot of value going on in our houses, which also drive members to the houses, and there's a lot of activities which go on in the houses – movie nights, members events, music and all sorts of things which are going on in the club. So we haven't found, during a recession, people dropping off their memberships or dropping off using the clubs.

Ali, just to add a few stats on to what Nick has said is we're different than hotel businesses and hospitality because, if you remember, we've got 30% of our revenues that are recurring to our membership. So that really helps us do any lumps and bumps that we might have from a macro perspective. And as it stands, we've not seen any dramatic member spending shifts or footfall shift. July tracked similar to the previous quarter on footfall and revenues. And as we look ahead to occupancy, we're actually improving our occupancy in our bedrooms globally from Q2 looking ahead at bookings from August, September, October. But we're always cautious, as Nick says, and we're always focused on being proactive on our members' value.

Ali, answering your second question, which was kind of one of my first impressions and priorities. So, three things I feel I really underappreciated until I got to MCG. First was really the strength of the design team and really delivering on Nick's vision. I don't think people really can appreciate quite how important design is and the quality of the houses are to the members and you're attracting new members, and so much time and effort – I've been just really impressed by the design team. Second is the strength of the membership platform. Membership is really in the company's DNA, something that Nick stresses often. A lot of time and effort goes into making the memberships more and more attractive. It's the reason why we keep on growing the waitlist, despite record intakes. The third and final thing is just the operational expertise inhouse. Every detail is looked at. There's a lot of value engineering to deliver great product for our members and their guests, but also to make sure that we really are profitable. And the team has a lot of experience and are very agile. I've been seeing changes all the time to drive greater profit. What are my strategic priorities? My strategic priorities are really to deliver the growth that's embedded in this company and to make sure that we are we are best positioned to do that and make sure that we are focused on generating the highest profits and the highest ROI.

And there are no further phone questions. I turn the call back over to Thomas Allen for any web questions.

This one is for Nick. Nick, how are you maintaining membership quality given the rapid growth?

Well, we have never ever seen such a high demand for applications at the moment globally in the 27 years I've been doing this. And really good quality applications coming in. And then on top of that, all the new markets we're going into, like last year, we went into Paris, we went into Rome, we went into Tel Aviv. This year, it's in Nashville. And what you're looking for in these cities is the most interesting, relevant, nice kind, creatively sold people. And what ends up in the 142,000 members that we have at the moment is a brilliant global group of people. And I see the quality of our membership as we expand in new and interesting cities only getting better.

A point that I've made to a lot of people is that – internally, and if you think about the UK, which is our oldest market, and likely our most penetrated market, you can see in the in the release we have 55,000 Soho House members, and I think the population in the UK is about 66 million. That's 0.08% or 8 basis points of the total UK population. And so, there are concern that are we tapped out on growth or could the membership quality deteriorate? I think people just have to think about how small a percentage we are of the overall population.

Just to finish that, it's a big population out there. We're just after a very small amount of it new cities we're going into through our CWH, there's really fascinating, brilliant membership.

So that was the last of our web questions. So, thank you everyone for joining and we look forward to talking to you in the future.