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H2 2022 Investor Update

🙂 Hi All, Its been another whirlwind 6 months since we last connected so we wanted to reach out to give you an update on our progress, share news of our next funding round and ask for some help. Obviously the last piece is the most important - but think it will be more exciting when we tell you what we’ve have been up to!

🔙 A quick reminder of where we were

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When we last connected we shared our progress - despite the frustrations of an extended COVID lockdown and some inevitable bumps in the road, we had covered a lot of ground and were moving in the right direction.

Headline #’s from last update

20 strong team across Membership, Marketing, Ops, Finance, HR, Data, Tech/Product and Real estate.

Soho launched in February 2022 - 3 months later than had been anticipated.

138 members across 27 different professions had delivered ~8,000 sessions (5,600 in H1).

60% Thrive with the remainder on our Flex package

58% Train, 34% Treat, 8% Coach

Average hrs per member per week @ 4.5hrs

~2,500 sessions completed in July and anticipating to hit 3,000 by September.

~£225k in revenue in our first 6 months of trading in Soho (£166k in H1).

20 pieces of news coverage (from the Metro to the evening standard)

1 legal letter from a competitor (nothing happened)

1 fire (luckily only a box of supplements were hurt!)

📽️ A video overview of progress so far

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📈 Key metrics for H2 2022

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The second half of the year was equally eventful - lots of wins, learning and most importantly progress. 2023 is a critical year for us so was great to come into it with good momentum ready to scale our impact and learnings at pace.

The Financials 💷 (Revenue 📈 Profit 📉)

We increased revenue from £166k (H1) to £440k in H2 or the equivalent of +265%.

Our EBITDA fell from -£900k to -£1,000k as we continued to scale operations.

The Members 🕴️ (Members ⬆️)

We increased our members from 138 in H1 to 200 (+45%) by the end of H2 2022.

The Guests 🚶 (Sessions ⬆️)

We increased our sessions from ~5,600in H1 to ~17,000 (+300%) in H2.

🚀 Highlights up to Dec 2022

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Lots of exciting progress to share below - more detailed contained within each heading

Grew membership to 200 members

52% Thrive, 14% Team, 34% Flex

56% Train, 36% Treat, 8% Coach

Average hrs per member per week @ 4.5hrs

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Launched Liverpool Street (LST) in Oct 2022

Having finalised the lease for our second site in London - design work and construction got underway in late August. The good news is we learnt a lot from the first site and successfully opened our LST site on time at the end of October.

LST was not only our second site but a signal of intent - there was an immediate shift in the way the market perceived our business - and opening a second site within 9 months of the first post pandemic has given confidence to potential members that we are here to stay and continue to grow!

The site itself is a small step away from our fully holistic offer at Soho - and allows us to test a smaller site, it’s half the size of Soho, with a focus on Performance. The gym and treatment rooms have been built leveraging all the Soho learnings so are a higher quality product. In the spirit of continuing to build our ecosystem - this site also has recovery tech in the form of market leading Cryo and Hyperbaric chambers Allowing us to not only offer our members a new tool in their armoury, but also a reason to attract guests directly.

So far we have 30+ members signed up and just crossed 200 sessions a week - and are hoping to be doubling that by the end of the quarter.

Launched new membership product - Team 🤼

With the recent economic trends we have seen an influx of a new type of member. Increasingly we are being approached by existing clinics and teams of professionals who are keen to apply the Until model to their business. Some have even left existing facilities, such as One Welbeck, to join us and avoid the upcoming uncertainty by moving to a more flexible solution.

Having joined many have cited a number of reasons for the switch:

Better facilities

Better locations

Better guest experience

Better employee experience

Access to referral business and the ability to refer to the community

The ability to scale across London with no capex

Better environments for their teams to develop and grow their skills

Access to other members to let them grow their business flexibly

We have developed a new membership tier and digital experience for these groups. We’ve also seen some existing solo members switching to this solution and start to bring in other practitioners to work underneath them.

"Since joining Until I’ve beaten my monthly target by 20% and my patients love the experience. Wish i made the move 20 years ago" - Soho Physio

Grew the revenue to ~£1.0m+ ARR

Yes - you did read that correctly.

Last time we shared an update, we were just north of £50k monthly revenue and hoping to cross £60k in September. The good news is that we not only hit that target, but have since continue to grow - and are hoping to hit £120k MRR in January.

The introduction of LST has hit our profitability, but we are hoping the site will deliver a contributing EBITDA by the end of the quarter.

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Got Soho profitable with a buzzing community of practitioners

As we anticipated - Soho was profitable in October - but the expected decline in sessions in December saw it back in the red. December was not just impacted by Christmas activity, but also the combination of snow and rail strikes meant we had two bad weeks - we experienced a 30% reduction in sessions, however would anticipate that to be c.20% in a regular December.

The good news is that January has seen an immediate return with record breaking weeks - and a whole host of new members joining. The additional sessions has created operational challenges as we begin to accelerate towards 50% utilisation and we have begun to make some changes to the space to optimise experience and revenue.

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These changes include repurposing some of the underused coaching spaces to a Pilates room and a private PT space, exploring the introduction of a couple of spaces targeting aesthetics practitioners and re-designing the common areas. These are low-cost experiments to test demand and understand more about the needs of our members and guests. They also demonstrate to members that we’re always improving the service we provide them.

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We expect to be hitting close to 5,000 monthly sessions by the end of Q1 - so a lot of work to do - but we are confident and the demand continues to grow.

Progressed plans for Site 3 (Mayfair)

With site 2 now open - our attentions have switched to launching our next location. This one has not been as straight forward to get over the line as you will see later, but we are close. In the meantime we have started to get cracking on planning and design.

This site will be the first to house dedicated spaces for both Dentists and Medical Practitioners - with that comes more complexity, but hopefully improved margins and a more holistic & connected community with turbo-charged internal referral pathways.

We expect to start work on this site in early Q2 and hoping for a Q3 launch. Here is a little sneak peak:

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Continued to scale our team

Whilst we have tried to keep the team as lean as possible - we are equally aware of the importance of building for scale. We have recently added a couple of new people across the team to support growth into critical areas including member success and real estate partnerships.

We continue to build our infrastructure in a way that means scale will be seamless and have successfully deployed a combination of Asana and Coda across the team to help us stay on top of deadlines and also maintain our internal knowledge systems.

Finally, we recently decided to make the investment into a small office space and are already reaping the rewards. Having a space for the central teams means the site teams have more space. But more importantly the team feels better connected. In true start-up style, we have secured a strong deal with an existing landlord on a short term basis (our rates are higher than our rent!).

Proactive outreach will reap rewards

Outbound prospecting has been a powerful tool in not only recruiting members, but equally raising the profile of the business and our difference vs the industry. We have scaled and productised our approach, using offshore resource, to drive more connections with both members AND clinics.

It feels like the new pressure with cost of living, inflation and utilities has really been the final straw for many in the industry. Many businesses are seeking sale or frankly going through administration. As a result we have taken our learnings with regard to outbound prospecting it and applied it in two new areas:

Targeting real estate agents who may be able to identify new sites for us, but can equally inform us of businesses experiencing challenges or business seeking alternative locations.

Targeting health & wellness businesses directly - especially those undergoing financial challenges to explore early asset acquisition or potential partnerships.

💭 Learnings up to Jan 2023

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It would not be real if there weren’t any bumps in the road! We treat them as learnings and are doing our best to integrate and mitigate them going forward. More detailed contained within each heading.

Coach business line will take time

The Coach side of our business has been challenging. Firstly it suffered from a bad member and guest experience driven by the noise from building works - but its equally the least differentiated vs online. Whilst we are seeing a steady increase of Coach members - they are typically low volume and attracted primarily by the community access.

In the short term, we are going to reduce the scope of Coach within our spaces, but still ensure there is an active role as we still believe it will play a powerful role in helping us scale and deliver genuinely holistic health to our guests.

Stay focused on members and their growth

Whilst differentiating, the introduction of Cryotherapy and Hyperbaric treatments meant we were distracted with building a B2C offer to engage guests in the local area. Ultimately, as per our initial thesis, it’s far more effective and efficient to use these tools to enhance the services of our members. Going forward, we will invest the effort in education and discounts to encourage our members to integrate these services into their offers. making our proposition stickier whilst helping them thrive.

Real estate can slow you down

The pace of lease negotiations for our third site has been painful, ultimately driven by multiple stakeholders. Despite agreeing the lease with the property owner, delays in forfeiting the lease have meant we are 3 months behind schedule.

This insight has highlighted the need to diversify away from being in full control of all our real estate and building a capability to partner with existing lease owners and operate as part of existing buildings. As part of this strategy we would continue to build our own infrastructure, but also look to develop partnerships with retailers, hospitality businesses and corporate offices to co-create Until facilities within their space.

💰 Funding update

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It’s time for us to raise our next round and we have begun early conversations with a host of investors including new angels as well as a few institutional investors. In light of those conversations - we are hoping to close an additional £5-10m equity funding over the coming months.

Funding overview

Whilst additional capital does bring dilution, it also brings resources for us to grow the business. We are very confident these funds will help us scale the business far beyond the dilution it will create. Raising funds in this environment will be challenging - but we are confident (with your help!) our traction and delivery so far will result in a strong outcome.

As existing investors, we need your permission to launch the round and you will also have the ability to invest with preferential terms - if the investment is received within the next fortnight. We are offering the same terms to our members and a couple of investors of strategic value.

As per our Shareholder Agreement you have pre-emption rights in order to maintain your equity position. Whilst we would love your continued support, we appreciate that won’t be possible for everyone. But we have already had commitments of over £750k from existing investors.

The legal bit & investment terms

Dear All,

Please find attached a precedent advanced subscription agreement (ASA). An ASA is an investment for equity where the investor pays in advance for shares that will be allocated at a later date. In this instance, this will be triggered on: (1) a Financing Round, (2) a Sale, (3) an IPO or (4) by the Longstop Date (being 8 June 2023).

In summary, where conversion takes place pursuant to (1), (2) or (3) above, then the price per share will be based on a discount of 10% of the Subscription Price (being the lower of (i) the lowest price paid per share or (ii) a price per share of £25,000,000 divided by the number of all issued shares in the Company immediately prior to conversion). Where conversion takes place pursuant to (4) then the price per share will be based on a valuation of £25,000,000 divided by the number of all issued shares in the Company immediately prior to conversion. The attached ASA sets the position out in further detail.

Please take particular notice of clause 5 of the attached which will need to apply to any investor.

We are circulating the attached ASA to see if anyone is interested in entering this arrangement with the Company. We should be grateful if you would confirm by close of business on 10th February as we will be circulating a written resolution to shareholders to seek shareholder approval to the ASA’s to be entered into on 13th February 2023.

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Advanced Subscription Agreement - Precedent.pdf

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If you are keen to invest please inform me within 10 working days with an indication on the amount you would like invest. Following on from that we will be sending out all the required documentation to all shareholders.

💬 How YOU can help.

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Time for the good bit. I know many of you are keen to support us as we grow and there is something each of you can do. Our business relies on our network, whether that’s for raising capital, finding members, connecting with corporate partners, finding sites or even serving guests. All three are important and everyone that knows what we do and how we do it could raise awareness of our business, help us grow faster and give you an even better return on your investment.

If you refer individuals to us, there is even a reward! We’re offering complimentary recovery sessions, personal training discounts and even weekend massages!!

Funding support

Do you know any of the following:

Individuals in Venture Capital, Private Equity or Real Estate?

High net worth individuals?

Angel investors?

If the answer is YES, it could be incredibly helpful. They may not be interested personally, but they may well know someone who is. Please connect us and we will do the heavy lifting.

Help us grow faster

Do you know any of the following:

Any health and wellness practitioners?

Any real estate professionals?

Any corporate professionals who work in HR?

Anyone who may want the services our members provide?

If the answer is YES, it would be great to be connected as we look to access more members and guests.

📕Glossary

ARR - Annual recurring revenue

MRR - Monthly recurring revenue

ASA - Advanced subscription agreement

LST - Liverpool Street

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No longer want this update? Too long? Too short? Any questions/concerns or feedback always welcome? Please let us know.

Cheers,

Vishal & Alex

vishal@until.co.uk / 07769640221

alex@until.co.uk / 07585900537

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