Membership Collective Group Inc. (NYSE: MCG) (“MCG,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the fourth quarter and fiscal year ended January 1, 2023.

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Soho House Stockholm (Photo: Business Wire)

Fourth Quarter 2022 Financial Results

• Total Members grew to 226,830 from 211,351 in Q3 2022 and 45.6% year-over-year
  • Soho House Members grew to 161,975 from 152,165 in Q3 2022, and 31.9% year-over-year
• MCG Membership waitlist now sits at an all-time high of ~86,000 and retention rates continue around pre-pandemic levels
• Total revenues of $270.4 million, 46.5% year-over-year growth
• Membership revenues of $77.1 million increased by 46.4% year-over-year, accounting for 28.5% of Total revenues
• In-House revenues grew to $120.7 million up 35.6% year-over-year
  • Revenue Per Available Room (“RevPAR”) was 21.6% higher year-over-year on a Like-for-Like basis
• Net gain attributable to Membership Collective Group Inc. was $13.5 million or $0.07 per share, inclusive of a $58.6 million non-cash foreign exchange gain
• Adjusted EBITDA was $23.2 million, up $20.6 million from the fourth quarter 2021
• Opened Soho House Stockholm and Miami Pool House in Q4 2022 and Soho House Bangkok opened in February 2023

Fiscal Year 2022 Financial Results

• Fiscal Year 2022 Total revenues increased 73.4% year-over-year to $972.2 million.
• Membership revenues of $272.8m increased 44.2% year-over-year, accounting for 28.1% of Total revenues
• In-House revenues grew to $426.6 million up 95.7% year-over-year
  • Revenue Per Available Room (“RevPAR”) was 29.5% higher year-over-year on a Like-for-Like basis
• Net loss attributable to Membership Collective Group Inc. was $220.6 million or $1.10 per share, inclusive of a $69.6 million non-cash foreign exchange charge
• Adjusted EBITDA was $60.7 million, up from a ($24.0) million loss in fiscal year 2021
• Successfully opened seven new Houses: Nashville, Brighton Beach House, Holloway House, Little House Balham, Copenhagen, Stockholm, Miami Pool House

“We had a strong fourth quarter, with revenues up 47% year on year and Adjusted EBITDA outperforming our guidance range. Demand remains strong despite concerns around the economic environment, and we ended the year with a 32% increase in Soho House members. I would like to thank our members for their continued support and our teams for their hard work and passion throughout the year,” said Andrew Carnie, CEO of MCG. “Looking ahead to 2023, we’re confident in the resilience of our growth and are more focused than ever on improving member value and driving profitability."

"We have also decided to change our company name to Soho House & Co, which will become effective in a few weeks, taking us back to our roots and reflecting the unique brand that Nick spent 28 years creating.”

Nick Jones, founder of MCG, added: “It’s great to see Soho House continue to go from strength to strength and I could not be prouder of Andrew and the wider team. Members have always been at the heart of everything we do; introducing new menus to better reflect our Houses, more focus on training, and the evolving design of our new openings, proves this continues to be our philosophy.”

Summary of Financial Results for the Quarter and Fiscal Year Ending January 1, 2023

(1) See “Non-GAAP Financial Measures” for reconciliations of Non-GAAP measures to GAAP measures.

(2) Net Debt is presented as of January 1, 2023 and January 2, 2022 respectively and excludes finance lease and finance obligations.

The following selected expenses listed below are not added back in Adjusted EBITDA:

We delivered the following highlights against our strategic priorities in the fourth quarter

1. Grow and Enhance Membership

• Membership continues to reach new highs benefiting from a record waitlist and continued high retention rates
• Soho House members grew to 161,975 from 152,165 in Q3 2022, and 31.9% year-over-year
• We further expanded in Q4 2022 through the opening of Miami Pool House and Soho House Stockholm.
• Successfully opened Soho House Bangkok in February 2023, on track to deliver annual target of 5-7 new Soho Houses in 2023
• Differentiated offerings in Houses in similar geographies to provide more unique member experiences
• Subsequent to quarter-close, we have made our food offerings more seasonal and rolled out new service standards
• Have seen increased foot traffic across Houses since implementation of several initiatives

2. Operational Excellence to Drive Profitability

• We achieved Q4 2022 Adjusted EBITDA of $23.2 million, an increase of $20.6 million compared to Q4 2021
• In-House revenues grew 35.6% to $120.7 million in Q4 2022, up from $89.0 million in Q4 2021
• Operating wages as a percent of revenues improved ~1,000bps in December 2022 vs. August 2022
• Streamlined back-office and operating expenses through strategic reorganization
• Food and beverage margins rose 230bps vs. Q4 2019 on a like-for-like basis
• Focus on driving accommodations performance resulted in 21.6% RevPAR growth in Q4 2022 compared to Q4 2021

Membership Summary for the Quarter Ending January 1, 2023

(1) At the beginning of August 2022, we merged our SOHO HOME+ membership into Soho Friends.

Memberships

• Total Members in the Q4 2022 grew to 226,830 from 211,351 in the Q3 2022 and by 45.6% year-over-year
• Total Soho House Members grew to 161,975 from 152,165 in Q3 2022, as retention rates remained strong, alongside membership intakes in both new and existing Houses
• Soho House member retention was 93.4% in 2022 versus 5-year average of 94%
• Frozen Members declined to 2,256 at the end of Q4 2022. Frozen members as a % of total membership is below pre-pandemic levels
• Other Memberships including Soho Friends and Soho Works increased to 64,855 members, an increase of 5,669 from the end of Q3 2022 and a 96% increase year-on-year. In August 2022, we merged our HOME+ members into Friends members to enhance the value for HOME+ members while increasing our share of wallet

Financing

• Membership Collective Group Inc. ended Q4 2022 with Cash and cash equivalents and Restricted cash of $190 million
• The Company repurchased 8,467,120 shares for a total of $50 million during the fiscal year 2022 with the share repurchase program ending in Q4 2022

Fiscal 2023 Guidance Assumptions

The following forward-looking statements reflect our expectations as of today, March 8, 2023:

*Assumes ~$40m YoY headwind from FX, reflecting EUR/USD at 1.03 and GBP/USD at 1.16 for fiscal 2023

**Without adding back pre-opening costs, non-cash rent and deferred registration fees of ~$25-30m combined for fiscal 2023 as a whole

Conference Call and Webcast:

A conference call and live webcast will be hosted to discuss these results on Wednesday, March 8, 2023, at 9am ET / 2pm GMT.

A live broadcast and accompanying presentation will be available at MCG’s website

www.membershipcollectivegroup.com.

To listen to the live conference call, please dial:

USA

New York (646) 307 1963

USA & Canada Toll-Free (800) 715 9871

UK

London +44 20 3481 4247

UK Toll-Free +44 800 260 6466

Conference ID 6572124

A replay of the webcast will be available on the MCG website following the call for up to 90 days.

Non-GAAP Financial Measures

This presentation contains certain financial measures, including Adjusted EBITDA, House-Level Contribution and Margin, Other Contribution and Margin, Net Debt and certain financial measures presented on a Constant Currency basis that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (‘GAAP’). We refer to these measures as ‘non-GAAP financial measures.’ We use these non-GAAP financial measures when planning, monitoring and evaluating our performance. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure. See Appendix for a definition of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures.

We provide earnings guidance using both GAAP and non-GAAP financial measures. A reconciliation of the Company’s Adjusted EBITDA guidance to the most directly comparable GAAP financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that are made for future changes in foreign exchange and the other adjustments reflected in our reconciliation of historical non-GAAP financial measures, the amounts of which, could be material.

The information in this presentation should be read in conjunction with our Annual and Quarterly Reports on Form 10-K and Form 10-Q and other information that we file with the SEC. The reconciliations of non-GAAP financial measures are an integral part of the information presented herein. You can access these documents on our website, www.membershipcollectivegroup.com, free of charge, as well as amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on our website is not incorporated by reference into, and should not be considered a part of, this presentation.

In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov.

The non-GAAP financial measures we use herein are defined by us as follows:

ADJUSTED EBITDA. Adjusted EBITDA is a supplemental measure of our performance. Adjusted EBITDA is defined as Net income (loss) before Depreciation and amortization, Interest expense, net, Income tax (expense) benefit, adjusted to take account of the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These other items include, but are not limited to, Gain (loss) on sale of property and other, net, Share of loss (profit) from equity method investments, Foreign exchange, Share of equity method investments adjusted EBITDA and Share-based compensation expense. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses (income) that do not relate to ongoing business performance.

HOUSE-LEVEL CONTRIBUTION AND MARGIN. House-Level Contribution is defined as House Revenues less In-House operating expenses, which includes expense items such as food and beverage costs, labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, or general and administrative expenses. House-Level Contribution Margin is defined as House-Level Contribution as a percentage of our House Revenues and is a key determinant of our performance and profitability and our return on the investment we make in each of our Houses. Given that all costs associated with providing our members with the Soho House experience, including the costs associated with maintaining our Houses and providing services to members while in the Houses, are included in In-House operating expenses, we use House Revenues (inclusive of House Membership Revenues) in calculating House-Level Contribution and House-Level Contribution Margin to assess the overall profitability of our Houses. Accordingly, our management considers House-Level Contribution and House-Level Contribution Margin to be an important management measure to evaluate the performance of each House, and growth in aggregate House-Level Contribution allows us to leverage our general and administrative costs and improve overall profitability.

NET DEBT. Net Debt reflects the total debt, comprising long-term debt, property mortgage loans and related party loans, less cash, cash equivalents and restricted cash and exclude finance lease and finance obligations. Net Debt is an important measure to monitor leverage and evaluate the balance sheet. A limitation associated with using Net Debt is that it subtracts Cash and cash equivalents and Restricted cash and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. Management believes that investors may find it useful to monitor leverage and evaluate the balance sheet.

OTHER CONTRIBUTION AND MARGIN. Other Contribution is defined as Other revenues plus Non-House Membership Revenues less Other operating expenses, which includes expense items not related to the operation of Houses, such as labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, or general and administrative expenses. Other Contribution Margin defined as Other Contribution as a percentage of our Other revenues and is a key determinant of our performance and profitability and our return on the investment in our non-House business. Our management considers Other Contribution and Contribution Margin to be an important management measure.

CONSTANT CURRENCY. Some of our financial and operational data that we disclose in this release is presented on a ‘constant currency’ basis to isolate the effect of currency changes during the period. Where we refer to a measure being calculated in ‘constant currency,’ we are calculating the dollar change and the percentage change as if the exchange rate that is being used in the current period was in effect for all prior periods presented. We believe that this calculation provides a more meaningful indication of actual year over year performance and eliminates any fluctuations from currency exchange rates.

While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure.

A reconciliation of Net loss to Adjusted EBITDA for the 13 weeks ending January 1, 2023 and January 2, 2022 is set forth below:

1. See “Non-GAAP Financial Measures” for an explanation of our constant currency results.
2. Primarily driven by an increase in non-USD denominated working capital as a result our foreign growth, foreign exchange volatility impacting our non-USD debt and working capital.
3. For 13 Weeks Ended January 1, 2023 this excludes a $1 million non-cash expense, which is included within Share-based compensation expense in the Consolidated Statements of Operations and includes an expense of $3 million, which is excluded from Share-based compensation expense in the Consolidated Statements of Operations, in respect of a non-recurring cash payment in connection with the Growth Shares.
4. In the 13 weeks ended January 1, 2023 this includes a non-cash share-based compensation expense of $1 million and $4 million with respect to a strategic reorganization of the Company's operations and support team.
5. Beginning on March 14, 2020, due to the COVID-19 pandemic, we issued membership credits to active members of our closed Houses to be redeemed for certain Soho Home products and services. Membership credits were a one-time goodwill gesture, issued as a marketing offer to active members. The expense represents our best estimate of the cost in fulfilling the membership credits.
6. Represent items of additional expense incurred in order to comply with health and safety protocols while keeping certain Houses open during the pandemic. In 2021, we received a government grant related to business rates in the UK which reduced our COVID-19 related expenses.
7. Our Corporate financing and restructuring costs vary significantly each year and period presented based on financing and restructuring being undertaken. Such costs and gains do not relate to normal, recurring, cash operating expenses.
8. Represents an out-of-period adjustment correcting an error with respect to the estimation of the operating lease liability identified during the 13 week period ended January 1, 2023 but relating prior financial periods. There is no material impact from the correction of this error to previously reported periods.
9. Represents expenses incurred in the 13 weeks ended January 1, 2023 with respect to a historic settlement of an employment related legal claim. The Company has remediated its operating processes to mitigate a similar issue from recurring.

A Reconciliation of Operating loss to House-Level Contribution & Other Contribution for the 13 weeks ending January 1, 2023 and January 2, 2022 is set forth below:

A reconciliation of Net loss to Adjusted EBITDA for the Fiscal Years ending January 1, 2023 and January 2, 2022 is set forth below:

1. See “Non-GAAP Financial Measures” for an explanation of our constant currency results.
2. Primarily driven by an increase in non-USD denominated working capital as a result our foreign growth, foreign exchange volatility impacting our non-USD debt and working capital.
3. For 52 Weeks Ended January 1, 2023 this excludes a $5 million non-cash expense, which is included within Share-based compensation expense in the Consolidated Statements of Operations, separately presented within Operational reorganization and severance expense below. It also includes an expense of $3 million, which is excluded from Share-based compensation expense in the Consolidated Statements of Operations, in respect of a non-recurring cash payment in connection with the Growth Shares.
4. Represents $4m of expenses incurred with respect to a strategic reorganization program of the Company's operations and support teams. This also includes a non-cash share-based compensation expense of $5 million. The non-cash share-based compensation expense is reported within Share-based compensation expense.
5. Beginning on March 14, 2020, due to the COVID-19 pandemic, we issued membership credits to active members of our closed Houses to be redeemed for certain Soho Home products and services. Membership credits were a one-time goodwill gesture, issued as a marketing offer to active members. The expense represents our best estimate of the cost in fulfilling the membership credits.
6. Represent items of additional expense incurred in order to comply with health and safety protocols while keeping certain Houses open during the pandemic. In 2021, we received a government grant related to business rates in the UK which reduced our COVID-19 related expenses.
7. Our Corporate financing and restructuring costs vary significantly each year and period presented based on financing and restructuring being undertaken. Such costs do not relate to normal, recurring, cash operating expenses.
8. Represents an out-of-period adjustment correcting an error with respect to the estimation of the operating lease liability identified during the 13 week period ended January 1, 2023 but relating prior financial periods. There is no material impact from the correction of this error to previously reported periods.
9. Represents expenses incurred with respect to a historic settlement of an employment related legal claim. The Company has remediated its operating processes to mitigate a similar issue from recurring.

A Reconciliation of Operating loss to House-Level Contribution & Other Contribution for the Fiscal Year ending January 1, 2023 and January 2, 2022 is set forth below:

A reconciliation of Net Debt as of January 1, 2023 and January 2, 2022 is set forth below:

Consolidated statements of operation for fiscal years 2022 and 2021 and 13 weeks ended January 1, 2023 and January 2, 2022: