Operator: Good morning. My name is Audra, and I will be your conference operator today. At this time, I would like to welcome everyone to the Soho House & Co Inc. First Quarter 2024 Results Conference Call. Today's conference is being recorded.

[Operator Instructions]

At this time, I would like to turn the conference over to Thomas Allen, Chief Financial Officer. Please go ahead.

Thomas Allen: Thank you for joining us today to discuss Soho House & Co's First Quarter Financial Results. My name is Thomas Allen, I'm the Chief Financial Officer. I'm here with Andrew Carnie, our CEO. Today's discussion contains forward-looking statements that represent our beliefs or expectations about future events. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.

Some of the factors that may cause such differences are described in our SEC filings. 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 Q1 earnings release, which can be found at sohohouseco.com in the News & Events section.

Additionally, we have posted our Q1 presentation, which can 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 an isolation from our GAAP results. Reconciliations for the most comparable GAAP measures are available in today's earnings press release.

Now let me hand it over to Andrew.

Andrew Carnie: Thanks, Thomas, and hello, everyone. I'm going to start by talking through the quarter's highlights, then provide an update on progress we've made against our strategic priorities. I'll then hand over to Thomas to talk through the financial performance, give an update on our balance sheet and our guidance before moving on to Q&A.

It's been a solid start to 2024 with year-on-year growth in membership and revenues as we continue to deliver against our strategic priorities. We welcomed more than 4,000 members in the quarter, growing to 198,000 Soho House members overall, a year-on-year increase of 17%, which leaves us well on track to meet our full year target. The vast majority of the growth in the quarter came from the 25 houses that we've opened since 2018.

Total Soho House & Co membership was also up, growing 10% year-on-year. And our waitlist continued to grow, pushing through the 100,000 mark for the first time and ending the quarter at 102,000. That's up from 99,000 in the fourth quarter and a 15% increase year-on-year, demonstrating the continuing strong appeal of our Soho House membership globally. Total revenues grew 3% year-on-year to $263 million, supported by continued growth in our recurring membership revenues, which were up 20% year-on-year and 5% up quarter-on-quarter.

While overall revenue in the quarter was solid, in-house revenues were lower given macro conditions and in line with the commentary and guidance we gave you on our Q4 earnings. However, throughout the quarter, we saw sequentially stronger in-house revenue performance, and that trend has continued into April, strengthening our confidence in the year ahead. Q1 adjusted EBITDA was ahead of market expectations at $19.3 million. As we move more into our seasonally stronger quarters, we expect EBITDA to be high year-over-year for the remainder of the year.

We continue to control costs well, and so I've raised the midpoint of our adjusted EBITDA guidance for the year and reiterated guidance for all of the metrics. We've made significant progress against our 2 strategic priorities in the first quarter, and we will continue to focus on these areas, growing and enhancing the value of membership and delivering operational excellence to drive profitability and free cash flow, ensuring we deliver the best member experience is at the heart of what we do.

We are improving service in our houses, and we're seeing a positive impact with member satisfaction scores increasing quarter-over-quarter. We continue to execute on initiatives that make our member experience more personalized. We recently launched event recommendations on our app using reliable member data, which helped drive 6% higher event bookings in the quarter.

We are continuing to invest in our existing houses, including carrying out refreshes at houses in London, L.A. and New York. Soho House is known for our rooftops and pools. Our members love to spend the warmer months there, which is why we recently relaunched the rooftop of White City House, and we're about to do the same at Soho House Holloway in Los Angeles and DUMBO House in New York. We've continued to introduce new menus, restaurants, pop-ups and wellness facilities that have all been very well received.

We recently announced that we're working towards opening a gym within 180 House in London later this year. Our new openings are going from strength to strength. Soho House Portland has had a strong start since we opened in March, and we've capitalized on 6 years in the city through our Cities Without Houses membership by already adding more than 1,000 members. I'm also really excited about the upcoming opening in Sao Paulo where we've seen high demand for membership of our first house in South America and follows the strong performance of our other house in Latin America, Soho House, Mexico City, which opened last September.

Turning to our second strategic priority, operational excellence. As you know, our strategy here is centered on 3 key areas: first, leveraging data and member insight to operate and scale efficiently; second, expanding in-house margins; and third, having operational discipline as we grow. We've made further progress over the quarter, again achieving positive cash flow from operating activities. Both in-house food and beverage margins improved year-over-year, despite continued cost inflation.

Over the quarter, we set ourselves to go further in this area by conducting a full review above beverage range, which we expect to deliver even stronger profitability in the future. As part of improving service and becoming more efficient, we launched a new best-in-class HR system in the U.K. that will roll out globally. This will allow managers to spend more time with our members and their teams whilst also allow them to better manage their hours.

Given the strength of our membership revenue, our house-level margins continue to improve in the quarter.

Now let me pass over to Thomas to give you more detail on the numbers and our updated guidance.

Thomas Allen: Thanks, Andrew. Total revenues for the first quarter grew 3% year-on-year to $263 million. Membership revenues rose 20% year-on-year, while in-house and other revenues dropped 5% and 6%, respectively. House-level contribution was up 6% year-on-year, with house-level margins up to 25%. Other contribution was flat year-on-year, both on an absolute and margin basis. Giving more detail on revenue. Year-on-year revenues were up $8 million, driven by the increase in recurring membership revenues, which were 38% of total revenue in the quarter.

Membership growth and pricing drove a $17 million increase in membership revenues. In-house revenues were down $6 million year-on-year to $110 million, while other revenues were $3 million lower at $53 million. Like-for-like in-house revenue for the quarter were down mid-single digits year-on-year. We outperformed the market in terms of footfall, but saw a lower sales per visit. This was partially driven by a shift away from alcohol sales in the quarter, most notably in January.

RevPAR declined 3% in the quarter with occupancy up slightly offset by lower ADR. U.S. leisure RevPAR was estimated to be down approximately 4% in the quarter, so our performance follows that trend. It's also worth noting that our first quarter RevPAR is still up 24% versus the same period in 2019. On other revenues, we saw growth of our Soho Home and Soho Works year-on-year, offset by lower sales in our stand-alone restaurants and townhouses and reduced design and development fees.

Our first quarter adjusted EBITDA was $19.3 million, slightly lower year-over-year. Higher house-level contribution was more than offset by higher run rate G&A expenses, partially driven by our recent and upcoming growth in new markets. We expect EBITDA to grow again as revenue has accelerated, and we move into seasonally higher revenue quarters.

Now discussing our balance sheet. We ended the quarter with $145 million of cash and cash equivalents and $664 million of net debt. We had positive cash flow from operating activities again in the quarter, our fourth quarter in a row and a $20 million improvement from first quarter 2023. This was helped by having $6 million of positive working capital. However, our cash position fell $19 million quarter-over-quarter. Two key things to point out here.

First, this is typically our seasonally lowest quarter in terms of cash flow from operations, and we would expect it to ramp up meaningfully in the next 3 quarters.

And second, we had higher CapEx in the quarter given the recent opening of Portland and upcoming Sao Paulo and Scorpios properties. We continue to expect $90 million to $100 million of CapEx this year. We ended the quarter at roughly 5x net debt-to-EBITDA, down from approximately 7x at the end of the first quarter 2023.

Moving to guidance. Given good cost controls, we are raising the low end of our EBITDA guidance with a range now at $157 million to $165 million from $155 million to $165 million. We last gave guidance roughly 8 weeks ago, so we are reaffirming guidance on the rest of our metrics. I won't run through each of them in detail, but I think it's just worth reiterating the sequential improvement we've seen in in-house revenue over the course of the first quarter and into April.

Andrew Carnie: Thanks, Thomas. Today, we published our 2023 ESG report, which shows the progress Soho House is making in these areas. Two key highlights I'd like to mention, a unique sustainability measure where we are recycling out-of-use bed linens to produce paper for our houses. In terms of social impact, we're proud to have now supported more than 2,000 people through our creative access programs, Soho membership and Soho fellowship, which helps move barriers for creators on lower social economic and underrepresented backgrounds.

In closing, it's been a solid quarter for the business with strong demand in membership and high growth in membership revenues. Meanwhile, our operational excellence initiatives continue to support profitability and adjusted EBITDA was ahead of market expectations. We remain focused on delivering for our members and further driving membership value. We remain as confident as ever in the growth opportunities ahead for the business.

I would like to thank all our teams globally and our members for their continued support and loyalty.

With that, we will now open up to questions. Operator, we can take the first question, please.

As a reminder, you can either ask your questions over the phone or submit them over the webcast.

Operator: [Operator Instructions]

We'll take our first question from Shaun Kelley at Bank of America.

Shaun Kelley: Andrew or Thomas, just hoping we could talk a little bit more about the consumer here for many of us who've covered stocks throughout this earnings season, I feel like we've had a meaningful amount of mixed signals out there. And obviously, you have your own lens and a lot of market-specific details. So you gave us a couple of clues here. It sounded like footfall was up, but spending was down, but obviously, Thomas, you mentioned a couple of times the improvement through the quarter.

So can you help us break that down just a little further in terms of behavior? And if you were to strip out kind of dry January plus weather, just kind of how would you encapsulate the health of the consumer right now?

Andrew Carnie: Shaun, so yes, I mean, we're seeing a similar picture of what you've been hearing from other folks. The first thing is because we're a membership club, we're pleased to see our members consistently using our houses. So that's why our footfall trends are better than what you've been hearing or seeing across the general markets, that's a real positive for us.

What we've seen is when members come in, they're just spending a little bit less, a little bit more cautiously. We've talked on the last call, I think, about dry January. The good news is that we have definitely been seeing it get better sequentially throughout the year. I don't want to talk about whether it's all about what we can do with our members. And the trend is improving, especially through March and April and into May.

The good news is that, obviously, we're protected differently than other folks that we have revenues coming in from membership. So that's why we can still post a total revenue growth for the quarter. But we are more confident than we were when we last talked to you about 8 weeks ago.

Shaun Kelley: Great. And then just any geographic differences or callouts we've seen kind of the same. I mean there's been some areas that have been weaker than others. But obviously, you have a couple of markets that are particularly important. So just anything in London or any differences in the European consumer versus -- the European member versus the American side here either be spending or traffic patterns that are notable?

Andrew Carnie: The short answer is no. We haven't seen -- it's all very similar across every single region from Asia to America to Europe to the U.K., both at the beginning of the year and what we're seeing substantially getting better. So it's pretty consistent, Shaun.

Operator: Next, we'll move to George Kelly at ROTH MKM.

George Kelly: So maybe if I could start with just a kind of follow-up from that first question. I was curious if you could give any more detail or quantification just around the improvement that you saw in in-house spending. I don't know if you could contrast what the growth kind of looked like in April versus January. That would be helpful.

Thomas Allen: George, sure. So look, if you think about overall, our growth was down mid-single digits, like-for-like in the quarter, I'd say January was down high single digits, February was down middle single digits and then March and April have improved to down low single digits.

George Kelly: Okay. That's helpful. And then second question for me. You referenced these member surveys that you've done. And I'm curious given the spending weakness that you've seen, I know some of it's out of your control. But is there anything that sort of jumps out in the surveys that you're working to address?

Andrew Carnie: Good question. Not really. We -- I think you're right, it is out of control spending right now. I mean it's across the whole globe. We are continuing to focus on our member improvement plans, which we've referenced time and time again on the earnings calls, which is focusing on improving the member experience in the houses. So none of the surveys are saying anything. They're generally very positive, and we're just focused on improving the member experience.

Operator: We'll take our next question from Sharon Zackfia at William Blair.

Sharon Zackfia: Just curious on the member satisfaction scores. I think you alluded to them improving. Is that a global improvement you're seeing? Or is there any region that you're seeing more pronounced improvement? And if so, what would you attribute that to?

Andrew Carnie: Yes. So we obviously measure it on a weekly basis globally through our -- the feedback directly from the app when a member finishes eating with us or drinking with us. So that's a very consistent way of measuring our performance, especially on atmosphere in the house, service, the food and beverage that we provide. We have seen most markedly an improvement in North America.

Now if you remember, we changed leadership there 6 months ago, which we talked about in the previous earnings call, and we had a whole heap of improvement initiatives in North America. We are definitely seeing that region perform a lot better. But most importantly, our members are telling us we're doing a better job.

Sharon Zackfia: And then on Soho Friends, is the continued decline in that membership base is not just a deemphasizing of Soho Friends? Or is there something else we should think about there?

Thomas Allen: Sharon, I think you answered your own question there. So it is a de-emphasis on Soho Friends. We want to continue to support the people who want to be Soho Friends, but that's something that we used to invest a lot in. We used to have Friends Studios. We found that a better way to run the company was to really focus on the core Soho House member, while still providing attractive opportunity with Friends. And so that's why we're seeing the natural declines there.

Operator: [Operator Instructions]

We'll go next to Steven Zaccone at Citi.

Steven Zaccone: I wanted to ask about the maturity of some of the new houses you've opened. It sounds like it's progressing well. Are there still regions or houses where you see opportunity to drive improved house-level contribution? It would be helpful to hear you talk through that.

Andrew Carnie: Great question. So if you think we've opened 25 houses in the past 4 or 5 years, they all continue to progress at the maturation curve, and they will continue to have more opportunity. We're really pleased with some of the newer markets that we've gone into, in particular, at Mexico City, in particular, Portland, Austin, Nashville. We're super excited about Sao Paulo. So all of them are performing, in line with our expectations.

And to answer your second part of your question, is there more opportunity? For sure. There's more opportunity to open more houses in North America, in existing markets and new and also to grow in other regions.

Steven Zaccone: Okay. Got it. And then my follow-up question was just on pricing. So how are you thinking about membership pricing over the next couple of years?

I think this year, you've made a slight modification, right, taking price increases down a bit for existing members. Should we expect that's the trend going forward? So like new members are going to probably pay a higher price per year increase and existing members are probably going to continue at this lower level?

Andrew Carnie: Yes. I think I've said this before. We're focused on delivering the best member experience. I feel really good about our pricing is. It's the biggest -- where we find the biggest opportunity is around driving efficiencies at the back end. So we're very comfortable with our pricing at the moment.

Steven Zaccone: Okay. Last one, if I could just squeeze one in. Is there any update at all to the possibility of considering strategic alternatives, didn't sound like you've made any comments here, but just curious since there was some comment the last time, and there was a letter put out. Just is there anything you can share at this time?

Thomas Allen: So as you know, last fall, the Board set up a special committee of independent members of the Board to assess certain strategic transactions. The company will make an announcement if and when there's something to announce.

Operator: And this does conclude today's conference call. We thank you for your participation. You may now disconnect.