UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from |
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to |
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Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: +44 (0)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of December 17, 2024, the registrant had
Table of Contents
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PART I. |
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2 |
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Item 1. |
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2 |
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Unaudited Condensed Consolidated Balance Sheets as of September 29, 2024 and December 31, 2023 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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72 |
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PART II. |
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Item 1. |
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73 |
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Item 1A. |
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Item 2. |
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74 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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76 |
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, trends, market sizing, competitive position, industry environment, potential growth opportunities and product capabilities, among other things. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “aim,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “strive,” “will,” “would,” or similar expressions and the negatives of those terms.
As used in this report, any reference to ‘Soho House & Co Inc.’, ‘Soho House & Co’, ‘SHCO,’ ‘our company,’ ‘the Company,’ ‘us,’ ‘we’ and ‘our’ refers to Soho House & Co Inc., together with its consolidated subsidiaries.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report and in the section entitled “Risk Factors” in our Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2023. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
1
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
Soho House & Co Inc.
Condensed Consolidated Balance Sheets
As of September 29, 2024 (Unaudited) and December 31, 2023
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As of |
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(in thousands, except for par value and share data) |
September 29, 2024 |
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December 31, 2023 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Restricted cash |
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Accounts receivable, net |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease assets |
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Goodwill |
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Other intangible assets, net |
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Equity method investments |
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Deferred tax assets |
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Other non-current assets |
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Total non-current assets |
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Total assets |
$ |
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$ |
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Liabilities and Shareholders’ Deficit |
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Current liabilities |
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Accounts payable |
$ |
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$ |
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Accrued liabilities |
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Current portion of deferred revenue |
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Indirect and employee taxes payable |
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Current portion of debt, net of debt issuance costs |
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Current portion of operating lease liabilities - sites trading less than one year |
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Current portion of operating lease liabilities - sites trading more than one year |
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Other current liabilities |
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Total current liabilities |
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Debt, net of current portion and debt issuance costs |
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Property mortgage loans, net of debt issuance costs |
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Operating lease liabilities, net of current portion - sites trading less than one year |
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Operating lease liabilities, net of current portion - sites trading more than one year |
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Finance lease liabilities |
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Financing obligation |
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Deferred revenue, net of current portion |
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Deferred tax liabilities |
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Other non-current tax liabilities |
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Total non-current liabilities |
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Total liabilities |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Soho House & Co Inc.
Condensed Consolidated Balance Sheets
As of September 29, 2024 (Unaudited) and December 31, 2023
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As of |
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(in thousands, except for par value and share data) |
September 29, 2024 |
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December 31, 2023 |
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Shareholders’ deficit |
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Class A common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income |
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( |
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Treasury stock, at cost; |
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( |
) |
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( |
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Total shareholders’ deficit attributable to Soho House & Co Inc. |
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( |
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( |
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Noncontrolling interest |
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Total shareholders’ deficit |
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( |
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( |
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Total liabilities and shareholders’ deficit |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Soho House & Co Inc.
Condensed Consolidated Statements of Operations (Unaudited)
For the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
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For the 13 Weeks Ended |
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For the 39 Weeks Ended |
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(in thousands except for per share data) |
September 29, 2024 |
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October 1, 2023 |
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September 29, 2024 |
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October 1, 2023 |
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Revenues |
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Membership revenues |
$ |
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$ |
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$ |
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$ |
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In-House revenues |
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Other revenues |
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Total revenues |
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Operating expenses |
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In-House operating expenses (exclusive of depreciation and amortization of $ |
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( |
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( |
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( |
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( |
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Other operating expenses (exclusive of depreciation and amortization of $ |
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( |
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( |
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( |
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( |
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General and administrative expenses (exclusive of depreciation and amortization of $ |
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( |
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( |
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( |
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( |
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Pre-opening expenses |
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( |
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( |
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( |
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( |
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Depreciation and amortization |
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( |
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( |
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( |
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( |
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Share-based compensation |
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( |
) |
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( |
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( |
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( |
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Foreign exchange gain (loss), net |
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( |
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Loss on impairment of long-lived assets |
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( |
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— |
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( |
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— |
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Other, net |
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( |
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( |
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( |
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( |
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Total operating expenses |
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( |
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( |
) |
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( |
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( |
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Operating income (loss) |
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( |
) |
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( |
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Other (expense) income |
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Interest expense, net |
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( |
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( |
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( |
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( |
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Gain (loss) on sale of property and other, net |
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( |
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( |
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Share of income (loss) of equity method investments |
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Total other expense, net |
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( |
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( |
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( |
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( |
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Income (loss) before income taxes |
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( |
) |
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( |
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( |
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Income tax (expense) benefit |
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( |
) |
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( |
) |
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( |
) |
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( |
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Net income (loss) |
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( |
) |
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( |
) |
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( |
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Net (income) loss attributable to noncontrolling interests |
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( |
) |
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( |
) |
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( |
) |
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Net income (loss) attributable to Soho House & Co Inc. |
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net income (loss) per share attributable to Class A and Class B common stock |
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Basic |
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Diluted |
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( |
) |
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( |
) |
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( |
) |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Soho House & Co Inc.
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
For the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
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For the 13 Weeks Ended |
For the 39 Weeks Ended |
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(in thousands) |
September 29, 2024 |
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October 1, 2023 |
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September 29, 2024 |
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October 1, 2023 |
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Net income (loss) |
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Other comprehensive income (loss) |
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Foreign currency translation adjustment |
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( |
) |
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( |
) |
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( |
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Comprehensive loss |
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( |
) |
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( |
) |
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( |
) |
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( |
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(Income) loss attributable to noncontrolling interest |
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( |
) |
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( |
) |
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( |
) |
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Foreign currency translation adjustment attributable to non-controlling interest |
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( |
) |
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( |
) |
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Total comprehensive income (loss) attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Soho House & Co Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)
(in thousands) |
Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Treasury Stock |
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Total Shareholders’ Deficit Attributable to Soho House & Co Inc. |
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Noncontrolling |
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Total |
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As of January 1, 2023 |
$ |
|
$ |
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$ |
( |
) |
$ |
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$ |
( |
) |
$ |
( |
) |
$ |
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$ |
( |
) |
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Net income (loss) |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
Distributions to noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Non-cash share-based compensation (Note 11) |
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— |
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— |
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— |
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— |
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Net change in cumulative translation adjustment |
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— |
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— |
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— |
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( |
) |
|
— |
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( |
) |
|
( |
) |
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( |
) |
As of April 2, 2023 |
$ |
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$ |
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$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
|
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( |
) |
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Non-cash share-based compensation (Note 11) |
|
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— |
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— |
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— |
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— |
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|
||||
Net change in cumulative translation adjustment |
|
— |
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— |
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— |
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( |
) |
|
— |
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( |
) |
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( |
) |
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As of July 2, 2023 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
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— |
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— |
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( |
) |
|
— |
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— |
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( |
) |
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( |
) |
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Shares repurchased (Note 12) |
|
— |
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— |
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— |
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— |
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( |
) |
|
( |
) |
|
— |
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( |
) |
Non-cash share-based compensation (Note 11) |
|
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— |
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— |
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— |
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— |
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Net change in cumulative translation adjustment |
|
— |
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— |
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— |
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|
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— |
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|
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( |
) |
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|||
As of October 1, 2023 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Soho House & Co Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)
(in thousands) |
Common Stock |
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Additional |
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Accumulated |
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Accumulated |
|
Treasury Stock |
|
Total Shareholders’ Deficit Attributable to Soho House & Co Inc. |
|
Noncontrolling |
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Total |
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||||||||
As of December 31, 2023 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
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|
||||
Net change in cumulative translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|||
As of March 31, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Distributions to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Shares repurchased |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Net change in cumulative translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
As of June 30, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Distributions to noncontrolling interests |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Shares repurchased (Note 12) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Net change in cumulative translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
As of September 29, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Soho House & Co Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the 39 weeks ended September 29, 2024 and October 1, 2023
|
For the 39 Weeks Ended |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
October 1, 2023 |
|
||
Cash flows from operating activities |
|
|
|
|
|
||
Net income (loss) |
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
||
Deferred tax expense (benefit) |
|
( |
) |
|
|
( |
) |
(Gain) loss on sale of property and other, net |
|
|
|
|
( |
) |
|
Loss on impairment of long-lived assets |
|
|
|
|
|
||
Loss on impairment of intangible assets |
|
|
|
|
|
||
Share of (income) loss of equity method investments |
|
( |
) |
|
|
( |
) |
Amortization of debt issuance costs |
|
|
|
|
|
||
Loss on debt extinguishment |
|
|
|
|
|
||
PIK interest |
|
|
|
|
|
||
Distributions from equity method investees |
|
|
|
|
|
||
Foreign exchange (gain) loss, net |
|
( |
) |
|
|
( |
) |
Changes in assets and liabilities: |
|
|
|
|
|
||
Accounts receivable |
|
( |
) |
|
|
( |
) |
Inventories |
|
( |
) |
|
|
|
|
Operating leases, net |
|
( |
) |
|
|
|
|
Other operating assets |
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
( |
) |
|
|
|
|
Accounts payable and accrued and other liabilities |
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
||
Purchase of property and equipment |
|
( |
) |
|
|
( |
) |
Proceeds from sale of assets |
|
|
|
|
|
||
Purchase of intangible assets |
|
( |
) |
|
|
( |
) |
Repayment of capital investment from equity method investee |
|
|
|
|
|
||
Property and casualty insurance proceeds received |
|
|
|
|
|
||
Net cash used in investing activities |
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
||
Repayment of borrowings (Note 9) |
|
( |
) |
|
|
( |
) |
Payment for debt extinguishment costs (Note 9) |
|
|
|
|
( |
) |
|
Proceeds from borrowings (Note 9) |
|
|
|
|
|
||
Payments for debt issuance costs |
|
|
|
|
( |
) |
|
Principal payments on finance leases |
|
( |
) |
|
|
( |
) |
Distributions to non-controlling interest |
|
( |
) |
|
|
( |
) |
Purchase of treasury stock (Note 12) |
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents, and restricted cash |
|
|
|
|
( |
) |
|
Net (decrease) increase in cash and cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash |
|
|
|
|
|
||
Beginning of period |
|
|
|
|
|
||
End of period |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
Soho House & Co Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the 39 weeks ended September 29, 2024 and October 1, 2023
|
For the 39 Weeks Ended |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
October 1, 2023 |
|
||
Cash, cash equivalents and restricted cash are comprised of: |
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
||
Cash, cash equivalents and restricted cash as of September 29, 2024 and October 1, 2023 |
$ |
|
|
$ |
|
||
Supplemental disclosures: |
|
|
|
|
|
||
Cash paid for interest, net of capitalized interest |
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
|
|
|
|
||
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
||
Operating lease assets obtained in exchange for new operating lease liabilities |
|
|
|
|
|
||
Acquisitions of property and equipment under finance leases |
|
|
|
|
|
||
Prepaid capital expenditures |
|
|
|
|
|
||
Accrued capital expenditures |
|
|
|
|
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
Soho House & Co Inc. is a global membership platform of physical and digital spaces that connects a vibrant, diverse group of members from across the world. Our members engage with us through our global portfolio of 45 Soho Houses, 8 Soho Works Clubs, The Ned hotel sites, The LINE and Saguaro hotels, Scorpios Beach Clubs, Soho Home and our digital channels.
The consolidated entity presented is referred to herein as “SHCO”, “we”, “us”, “our”, or the “Company”, as the context requires and unless otherwise noted.
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting interim information on Form 10-Q. The preparation of the financial statements in conformity with US GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. The Company's significant estimates relate to the valuation of financial instruments, equity method investments, the measurement of goodwill and intangible assets, contingent liabilities, income taxes, leases, and long-lived assets. Although the estimates have been prepared using management's best judgment and management believes that the estimates used are reasonable, actual results could differ from those estimates and such differences could be material.
We operate on a fiscal year calendar consisting of a 52-or 53-week period ending on the last Sunday in December or the first Sunday in January of the next calendar year. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by US GAAP. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto, included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2023.
The results of operations for the 13- and 39-week periods ended September 29, 2024 and October 1, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Going Concern
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation for at least a period of 12 months after the date these financial statements are issued, and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
We have experienced net losses and significant cash outflows over the past years as we develop our Houses. During the 13 weeks and 39 weeks ended September 29, 2024, the Company reported a consolidated net income of $
In assessing the going concern basis of preparation of the unaudited condensed consolidated financial statements for the 13 weeks and 39 weeks ended September 29, 2024, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, and the timing of debt commitments within 12 months of the approval of these financial statements, and the continued availability of committed and accessible working capital to the Company.
We have considered current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, and the Company has factored these in when it undertook an assessment of the cash flow forecasts covering a period of at least
Based on the above, the consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, we continue to adopt the going concern basis in preparing the unaudited condensed consolidated financial statements for the 13 weeks and 39 weeks ended September 29, 2024.
Comprehensive Loss
The entire balance of accumulated other comprehensive loss, net of income taxes, is related to the cumulative translation adjustment in each of the periods presented. The changes in the balance of accumulated other comprehensive income loss, net of income tax, are attributable solely to the net change in the cumulative translation adjustment in each of the periods presented.
10
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
Impairment of Other Long-Lived Assets
The Company recognized $
In the 13 weeks ended September 29, 2024, the Company identified a triggering impairment event due to the continued challenges in the cost of real estate and the decreased performance of various Soho Works locations in the USA. The Company performed an impairment analysis on four Soho Work sites in the United States. As a result of the third quarter of 2024 analysis, a $
The primary assumptions, which requires significant level of judgement, that affects the undiscounted cash flows determination is management's estimate of future revenues, operating margins, economic conditions and changes in the operating environment. The forecasts used in the impairment assessments was developed by management based on projected revenues derived largely from forecasted member attendance. Management also makes estimates on the expected costs and the expected operating lease costs. Changes in these assumptions could have a significant impact on the recoverability of the assets and may result in additional impairment charges.
Changes in the membership, operating margins and economic growth and the contracted operating rental costs beyond what has already been assumed in the assessments could cause management to revise the forecast and assumptions. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the assets.
Recently Adopted Accounting Standards
In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The Company adopted ASU 2020-06 effective January 1, 2024 on a prospective basis. The adoption of ASU 2020-06 did not have a material effect on the Company’s consolidated financial statements and related disclosures.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company adopted ASU 2024-02 effective January 1, 2024 on a prospective basis. The adoption of ASU 2024-02 did not have a material effect on the Company’s consolidated financial statements and related disclosures as no business combination transactions have taken place since the Company adopted ASU 2024-02.
In August 2023, the FASB issues ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The ASU permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The Company adopted ASU 2023-02 in Q1 2024. The adoption of ASU 2023-02 did not have a material effect on the Company’s consolidated financial statements and related disclosures.
Future Accounting Standards
In October 2023, the FASB issued ASU No 2023-06, “Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 will align the disclosure and presentation requirements in the FASB Accounting Standards Codification with the SEC’s regulations. The amendments in ASU 2023-06 will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. Early adoption is permitted. ASU 2023-09 should be applied prospectively; however, retrospective application is permitted. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU No 2024-01, "Compensation - Stock Compensation (Topic 718): Scope application for profits interest and similar awards" ("ASU 2024-01"). This update adds an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether profits interest and similar awards ("profits interest awards") should be accounted for in accordance with Topic 718. ASU 2024-01 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company
11
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
status. Early adoption is permitted. ASU 2024-01 should be applied retrospectively to all prior periods presented in the financial statements or prospectively. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. ASU 2024-02 can be applied prospectively or retrospectively. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” ("ASU 2024-03"). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures.
Revision of Prior Period Financial Statements
On November 6, 2024, the Company announced that it is replacing legacy systems with a new modernized finance Enterprise Resource Planning (“ERP”) system to support its long-term success, controls, and strategic growth initiatives. In preparation for the systems upgrade, the Company has undertaken a number of initiatives including continuing to work with external consultants to support the review and assist in strengthening its internal controls and processes including reconciliations and completing the implementation of a new ERP system for its retail business in August 2024. Further, the Company is focused on continuing to bolster its Transformation and Finance teams including by hiring a Chief Transformation Officer (November 2024) to lead the ERP system implementation and hiring a number of personnel with a higher level of knowledge and experience with the application of US GAAP, internal audit and SOX compliance.
During the 13-weeks period ended September 29, 2024, through the performance of these activities, management identified misstatements, as well as confirmed the financial statement impacts of previously identified uncorrected immaterial misstatements, in its previously issued consolidated financial statements as of and for the 52-week period ended December 31, 2023 (“Fiscal 2023”) and January 1, 2023 (“Fiscal 2022”); the unaudited condensed consolidated financial statements as of and for the 13-week periods ended March 31, 2024 (“Q1 2024”) and April 2, 2023 (“Q1 2023”); the unaudited condensed consolidated financial statements as of and for the 13-week and 26-week periods ended June 30, 2024 (“Q2 2024”) and July 2, 2023 (“Q2 2023”); and the unaudited condensed consolidated financial statements as of and for the 13-week and 39-week periods ended October 1, 2023 (“Q3 2023”). The Company believes the misstatements identified through the performance of the activities above is related to manual processes and the existing material weaknesses in our control over financial reporting as described in the most recently filed Form 10-K for the fiscal year ended December 31, 2023.
The Company assessed the materiality of the errors, both individually and in aggregate, including as out of period corrections in the current period as well as corrections to impacted prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletins (“SAB”) No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. While correction of these adjustments as out of period corrections would be material in aggregate to the current period, the Company determined the impacts of these misstatements were not material to the financial statements for all prior periods identified and has accordingly revised the comparative amounts presented. For comparative purposes, the Company has made corrections to the consolidated financial statements and applicable notes for the prior periods presented in this Form 10-Q. Refer to Note 17, Revision of Prior Period Financial Statements, for additional information on the misstatements identified and quantification of the impact of correcting the misstatements.
12
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”):
Ned-Soho House, LLP
The Ned-Soho House, LLP joint venture maintains a management agreement to operate The Ned hotel in London, which is owned by unconsolidated related parties to the Company (Refer to Note 16, Related Party Transactions for further information). Management fees are recognized in other revenues in the consolidated statements of operations. The Company has a greater economic interest in Ned-Soho House, LLP as compared to its related party venture partner and therefore the Company is determined to be the primary beneficiary.
Soho Works Limited
|
As of |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
||
Inventories |
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
||
Operating lease assets |
|
|
|
|
|
||
Other intangible assets, net |
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
||
Total assets |
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
||
Accrued liabilities |
|
|
|
|
|
||
Indirect and employee taxes payable |
|
|
|
|
|
||
Current portion of debt, net of debt issuance costs |
|
|
|
|
|
||
Current portion of operating lease liabilities - sites trading more than one year |
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
||
Operating lease liabilities, net of current portion - sites trading more than one year |
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
||
Net assets (liabilities) |
$ |
( |
) |
|
$ |
( |
) |
The Company maintains a portfolio of equity method investments owned through noncontrolling interests in investments with one or more partners. During the 39 weeks ended September 29, 2024, the Company received a payment of capital of $
Under applicable guidance for VIEs, the Company determined that its investments in the following entities are VIEs:
Toronto Joint Venture
On March 28, 2012, the Company and two unrelated investors (“Toronto Partners”) formed Soho House Toronto to own and operate a House in Toronto, Canada. The Company is responsible for managing the development and operations of the property with key operating decisions requiring joint approval with the Toronto Partners.
56-60 Redchurch Street, London Joint Venture
On July 6, 2015, the Company and a related party investor (“Raycliff Partner”) formed Raycliff Red LLP (“Club Row Rooms”) to develop and operate a hotel at 58-60 Redchurch Street intended to provide additional members’ accommodation to the nearby Shoreditch House in London. This
13
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
was later extended to include 56 Redchurch Street under the same terms. The Company is responsible for managing the operations of the property and the Raycliff Partner is responsible for managing the building.
The Company concluded that it is not the primary beneficiary of the Soho House Toronto or 56-60 Redchurch Street, London VIEs in any of the periods presented, as its joint venture partners have the power to participate in making decisions related to the majority of significant activities of each investee. Accordingly, the Company concluded that application of the equity method of accounting is appropriate for these investees.
Summarized Financial Information
The following table presents summarized financial information for all unconsolidated equity method investees. The Company’s maximum exposure to losses related to its equity method investments is limited to its ownership interests.
|
For the 13 Weeks Ended |
|
|
For the 39 Weeks Ended |
|
||||||||||
(in thousands) |
September 29, 2024 |
|
|
October 1, 2023 |
|
|
September 29, 2024 |
|
|
October 1, 2023 |
|
||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)(1) |
|
|
|
|
|
|
|
|
|
|
|
||||
The Company has entered into various lease agreements for its Houses, hotels, restaurants, spas and other properties across The Americas, Europe, and Asia, which includes
The maturity of the Company’s operating and finance lease liabilities as of September 29, 2024 is as follows:
(in thousands) |
Operating |
|
|
Finance |
|
||
Undiscounted lease payments |
|
|
|
|
|
||
Remainder of 2024 |
$ |
|
|
$ |
|
||
2025 |
|
|
|
|
|
||
2026 |
|
|
|
|
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
||
Total undiscounted lease payments |
|
|
|
|
|
||
Present value adjustment |
|
( |
) |
|
|
( |
) |
Total net lease liabilities |
$ |
|
|
$ |
|
||
Certain lease agreements include variable lease payments that, in the future, will vary based on changes in the local inflation rates, market rate rents, or business revenues of the leased premises.
Straight-line rent expense recognized as part of In-House operating expenses for operating leases was $
For the 13 weeks ended September 29, 2024 and October 1, 2023, the Company recognized amortization expense related to the right-of-use asset for finance leases of $
New Houses typically have a maturation profile that commences sometime after the lease commencement date used in the determination of the lease accounting in accordance with Topic 842. The unaudited condensed consolidated balance sheets set out the operating lease liabilities split between
14
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
sites trading less than one year and sites trading more than one year. “Sites trading less than one year” and “sites trading more than one year” reference sites that have been open (as measured from the date the site first accepted a paying guest) for a period less than one year from the balance sheet date and those that have been open for a period longer than one year from the balance sheet date.
The Company currently leases five properties from related parties as described in Note 16, Related Party Transactions. The five properties, as of September 29, 2024 and eight properties, as of December 31, 2023 have a combined right-of-use asset of $
The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases:
|
For the 39 Weeks Ended |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
October 1, 2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
||
Operating cash flows from operating leases |
$ |
( |
) |
|
$ |
( |
) |
Interest payments for finance leases |
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
||
Principal payments for finance leases |
$ |
( |
) |
|
$ |
( |
) |
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
||
Operating lease assets obtained in exchange for new operating lease liabilities |
$ |
|
|
$ |
|
||
Acquisitions of property and equipment under finance leases |
$ |
|
|
$ |
|
||
The following summarizes additional information related to operating and finance leases:
|
As of |
||
|
September 29, 2024 |
|
October 1, 2023 |
Weighted-average remaining lease term |
|
|
|
Finance leases |
|
||
Operating leases |
|
||
Weighted-average discount rate |
|
|
|
Finance leases |
|
||
Operating leases |
|
||
As of September 29, 2024, the Company has entered into 11 operating lease agreements that are signed but have not commenced. Of these, 9 relate to Houses, hotels, restaurants, and other properties that are in various stages of construction by the landlord. Refer to Note 16, Related Party Transactions for further information on the 2 lease agreements not commenced with related parties. The Company will determine the classification as of the lease commencement date, but currently expects these under construction leases to be operating leases. Soho House Design (“SHD”) is involved to varying degrees in the design of these leased properties under construction. For certain of these leases, the SHD team is acting as the construction manager on behalf of the landlord. The Company does not control the underlying assets under construction. Pending significant completion of all landlord improvements and final execution of the related lease, the Company expects these leases to commence in fiscal years ending 2024, 2025, 2026 and 2028. The Company estimates the total undiscounted lease payments for the leases commencing in fiscal years ended 2024, 2025, 2026 and 2028 will be $
The following summarizes the Company’s estimated future undiscounted lease payments, net of lease incentives, for current leases signed but not commenced, including properties where the SHD team is acting as the construction manager as of September 29, 2024:
15
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
(in thousands) |
Operating |
|
|
Fiscal year ended |
Construction |
|
|
Estimated total undiscounted lease payments, net of lease incentives |
|
|
|
Remainder of 2024 |
$ |
|
|
2025 |
|
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
Thereafter |
|
|
|
Total undiscounted lease payments for leases signed but not commenced, net of lease incentives |
$ |
|
|
Disaggregated revenue disclosures for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023 are included in Note 15, Segments. Revenue from membership fees, legacy one-time registration fees, House Introduction Credits, design & build-out contracts and exclusivity & incentive fee contracts are the primary arrangements for which revenue is recognized over time.
The following table includes estimated revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) at the end of the reporting period ending September 29, 2024:
(in thousands) |
Next twelve |
|
|
Future periods |
|
||
Revenue recognized over time |
$ |
|
|
$ |
|
||
Total future revenues |
$ |
|
|
$ |
|
||
All consideration from contracts with customers is included in the amounts presented above.
The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers:
|
As of |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Contract receivables |
$ |
|
|
$ |
|
||
Contract assets |
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
||
Contract receivables consist solely of Accounts receivable, net which is comprised of amounts due from customers and partners including amounts owed from sites operated under management contracts, amounts billed under design & build-out contracts and amounts due from retail wholesale partners.
Contract assets consist of accrued unbilled income related to design & build-out contracts and are recognized in prepaid expenses and other assets on the unaudited condensed consolidated balance sheets.
Contract liabilities include deferred membership revenue, hotel deposits (which are presented in accrued liabilities on the unaudited condensed consolidated balance sheets), and gift vouchers. Revenue recognized that was included in the contract liabilities balance as of the beginning of the period was $
Inventories consist of raw materials, service stock and supplies (primarily food and beverage) and finished goods (primarily for sale in our Retail business) which are externally sourced. Raw materials and service stock and supplies totaled $
16
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
The Company recognized accrued revenue relating to transactions with related parties amounting to less than $
The table below presents the components of prepaid expenses and other current assets.
|
As of |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Amounts owed by equity method investees |
$ |
|
|
$ |
|
||
Prepayments and accrued income |
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
||
Inventory supplier advances |
|
|
|
|
|
||
Total prepaid expenses and other current assets |
$ |
|
|
$ |
|
||
The table below presents the components of accrued liabilities.
|
As of |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Accrued interest |
$ |
|
|
$ |
|
||
Hotel deposits |
|
|
|
|
|
||
Trade and other accruals |
|
|
|
|
|
||
Total accrued liabilities |
$ |
|
|
$ |
|
||
Debt balances, net of debt issuance costs, are as follows:
|
As of |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Senior Secured Notes, interest at |
$ |
|
|
$ |
|
||
Soho Works Limited loans, unsecured, |
$ |
|
|
|
|
||
Other loans (see additional description below) |
|
|
|
|
|
||
|
|
|
|
|
|
||
Less: Current portion of long-term debt |
|
( |
) |
|
|
( |
) |
Total long-term debt, net of current portion |
$ |
|
|
$ |
|
||
Property mortgage loans, net of debt issuance costs, are as follows:
|
As of |
|
|||||
(in thousands) |
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Term loan, interest at |
$ |
|
|
$ |
|
||
Total property mortgage loans |
$ |
|
|
$ |
|
||
The weighted-average interest rate on fixed rate borrowings was
Debt
17
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
The descriptions below show the financial instrument amounts in the currency of denomination with USD equivalent in parentheses, where applicable, translated using the exchange rates in effect at the time of the respective transaction.
In 2017, Soho Works Limited entered into a term loan facility agreement. The SWL loan bears interest at
On March 31, 2021, Soho House Bond Limited issued pursuant to a Notes Purchase Agreement senior secured notes, which were subscribed for by certain funds managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in aggregate amounts equal to $
The other loans consist of the following:
|
Currency |
|
Maturity date |
|
Principal |
|
|
Applicable |
|
||
Dean Street Loan |
Great Britain pound sterling |
|
|
|
|
|
|
% |
|||
Copenhagen loan |
Danish krone |
|
|
|
|
|
|
% |
|||
Greek Street loan |
Great Britain pound sterling |
|
|
|
|
|
|
% |
|||
Compagnie de Phalsbourg credit facility |
Euro |
|
|
|
|
|
|
% |
|||
Greek government loan |
Euro |
|
|
|
|
|
|
% |
|||
Property Mortgage Loans
In March 2014, the Company completed a freehold property acquisition of the Soho Beach House Miami Property. In May 2023, the Company refinanced the existing term loan of $
The Company incurred interest expense of $
Future Principal Payments
The following table presents future principal payments for the Company’s debt and property mortgage loans as of September 29, 2024:
18
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
(in thousands) |
|
|
|
Remainder of 2024 |
$ |
|
|
2025 |
|
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
Thereafter |
|
|
|
|
$ |
|
|
Recurring and Non-recurring Fair Value Measurements
There were
Fair Value of Financial Instruments
The Company believes the carrying values of its financial instruments related to current assets and liabilities approximate fair value due to short-term maturities.
The Company has estimated the fair value of the Senior Secured Notes and the property mortgage loans as of September 29, 2024 and December 31, 2023 using a discounted cash flow analysis. The fair value of the other non-current debt is estimated as of September 29, 2024 and December 31, 2023 using a discounted cash flow analysis, except for the Dean Street Loan and the Copenhagen Loan where fair value is estimated to be equal to the current carrying value of each instrument as of September 29, 2024 based on a comparison of each instrument's contractual terms to current market terms. The Company does not believe that the use of different market inputs would have resulted in a materially different fair value of debt as of September 29, 2024 and December 31, 2023.
The following table presents the estimated fair values (all of which are Level 3 fair value measurements) of the Company’s debt instruments with maturity dates in 2025 and thereafter:
(in thousands) |
Carrying Value |
|
|
Fair Value |
|
||
September 29, 2024 |
|
|
|
|
|
||
Senior Secured Notes |
$ |
|
|
$ |
|
||
Property mortgage loans |
|
|
|
|
|
||
Other loans |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
(in thousands) |
Carrying Value |
|
|
Fair Value |
|
||
December 31, 2023 |
|
|
|
|
|
||
Senior Secured Notes |
$ |
|
|
$ |
|
||
Property mortgage loans |
|
|
|
|
|
||
Other loans |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
The carrying values of the Company’s other non-current liabilities and non-current assets approximate their fair values.
Equity and incentive plans
The Company operates two equity and incentive plans for the benefit of its employees and directors. In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which SHHL Share Appreciation Rights (“SARs”) and SHHL Growth Shares were issued to certain employees.
In July 2021, the Company established its 2021 Equity and Incentive Plan (the “2021 Plan”). The 2021 Plan allows for grants of non-qualified stock options, SARs, Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs"). The PSUs generally vest (i) upon the completion of a minimum service period and (ii) the Company's achievement of certain performance goals established at grant. There were
Modifications of awards made under the plans
19
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
In March 2024, the Company modified the exercise price for certain outstanding SARs to be $
Awards outstanding under the plan
As of September 29, 2024 and December 31, 2023, there were
Share-based compensation during the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023 was recorded in the consolidated statements of operations within a separate line item as shown in the following table:
|
|
For the 13 Weeks Ended |
|
|
For the 39 Weeks Ended |
|
||||||||||
(in thousands) |
|
September 29, 2024 |
|
|
October 1, 2023 |
|
|
September 29, 2024 |
|
|
October 1, 2023 |
|
||||
SARs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted stock awards (Growth Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Type III modification |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employer-related payroll expense(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax benefit for share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation expense, net of tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The weighted-average assumptions used in valuing SARs granted or modified during each period are set forth in the following table:
|
For the 39 Weeks Ended |
|
For the Fiscal Year Ended |
||
Expected average life(1) |
|
|
|
||
Expected volatility(2) |
% |
|
% |
||
Risk-free interest rate(3) |
% |
|
% |
||
Expected dividend yield(4) |
% |
|
% |
||
As of September 29, 2024, total compensation expense not yet recognized is as follows:
Holders of Class A common stock and Class B common stock are entitled to receive dividends out of legally available funds on a pari passu basis. Holders of Class A common stock are entitled to
20
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
The tables below present changes in each class of the Company’s common stock, as applicable:
|
SHCO Common Stock |
|
|||||
|
Class A Common Stock |
|
|
Class B Common Stock |
|
||
As of January 1, 2023 |
|
|
|
|
|
||
Shares issues related to share-based compensation |
|
|
|
|
|
||
As of April 2, 2023 |
|
|
|
|
|
||
Shares issues related to share-based compensation |
|
|
|
|
|
||
As of July 2, 2023 |
|
|
|
|
|
||
Shares issues related to share-based compensation |
|
|
|
|
|
||
Shares repurchased |
|
( |
) |
|
|
|
|
As of October 1, 2023 |
|
|
|
|
|
||
|
SHCO Common Stock |
|
|||||
|
Class A Common Stock |
|
|
Class B Common Stock |
|
||
As of December 31, 2023 |
|
|
|
|
|
||
Shares issued related to share-based compensation |
|
|
|
|
|
||
As of March 31, 2024 |
|
|
|
|
|
||
Shares issued related to share-based compensation |
|
|
|
|
|
||
Shares repurchased |
|
( |
) |
|
|
|
|
As of June 30, 2024 |
|
|
|
|
|
||
Shares issued related to share-based compensation |
|
|
|
|
|
||
Shares repurchased |
|
( |
) |
|
|
|
|
As of September 29, 2024 |
|
|
|
|
|
||
Share Repurchases
On March 18, 2022, the Company’s board and a relevant sub-committee thereof authorized and approved a stock repurchase program for up to $
On September 20, 2023, the Company repurchased
On February 9, 2024, the Company’s board and a relevant sub-committee authorized and approved a new stock repurchase program for up to $
Loss Per Share
The Company computes loss per share using the two-class method. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted loss per share attributable to common stockholders are therefore the same for Class A and Class B common stock.
Litigation Matters
The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company’s management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or collectively, will have a material adverse effect on the Company’s unaudited condensed consolidated financial statements.
21
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
During the 13 weeks ended September 29, 2024, the Company identified a misstatement in the geographic allocation of its legal entity level forecasts which impacted the calculation of the interim tax expense for Q1 2024 and Q2 2024 previously reported periods. There was no material impact on Group level forecasts. There have been no other material changes in the Company’s estimates or provisions for income taxes recorded in the unaudited condensed consolidated balance sheet for the 13 weeks and 39 weeks ended September 29, 2024. Refer to Note 17, Revision of Prior Period Financial Statement for further information.
Full valuation allowances have been recorded against the incremental deferred tax assets recognized for tax losses, share-based compensation, and excess interest primarily in the U.K., U.S. and Hong Kong. The Company continues to evaluate all positive and negative evidence to assess the realizability of its net deferred tax assets and it is reasonably possible that there may be a change in the valuation allowance within the next twelve months. The gross unrecognized tax benefits have increased by $
The effective tax rate for the 13 weeks ended September 29, 2024 was
The Organization for Economic Cooperation and Development (OECD) global tax reform initiative introduces a global minimum tax of
The Company has carried out an assessment of the impact of this legislation for the 39 weeks ended September 29, 2024 and has concluded that these new rules are not likely to have a material impact on the Company's effective tax rate or tax payments for this period. The Company will undertake this assessment for subsequent reporting periods to monitor its compliance with the GloBE rules for fiscal 2024.
The Company’s core operations comprise of Houses, hotels and restaurants across a number of territories, which are managed on a geographical basis. There is a segment managing director for each of the UK, The Americas, Europe and Rest of the World (“RoW”) who is responsible for Houses, hotels and restaurants in that region. Each operating segment manager reports directly to the Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer combined. In addition to Houses, hotels and restaurants, the Company offers other products and services, such as retail, home & beauty products and services, which comprise its Retail operating segment; access to Soho Works collaboration spaces across the UK and North America, which comprise its Soho Works operating segment; and memberships for people who live in cities where physical Houses do not exist, which comprise its Cities Without Houses operating segment. The Retail, Soho Works, and Cities Without Houses operating segments also have segment managers which report directly to the CODM and are managed separately from the Houses, hotels and restaurants in each region.
The Company has identified the following three reportable segments:
The Company analyzed the results of the Retail, Soho Works, Soho Restaurants, and Cities Without Houses operating segments and concluded that they did not warrant separate presentation as reportable segments as they do not provide additional useful information to the readers of the financial statements. Therefore, these segments are included as part of an “All Other” category. The historical North America reportable segment has been renamed to The Americas; however, there is no change to the manner in which the segment was previously presented.
Intercompany revenues and costs among the reportable segments are not material and are accounted for as if the sales were to third parties because these items are based on negotiated fees between the segments involved. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals. Segment revenue includes revenue of certain equity method investments, which are considered stand-alone operating segments, which are therefore not included in revenues as part of these consolidated financial statements. Eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs and professional fees. Income tax expense is managed by Corporate on a consolidated basis and is not allocated to the reportable segments.
The Company manages and assesses the performance of the reportable segments by Reportable segments EBITDA, which is defined as net income (loss) before depreciation and amortization, interest expense, net, provision (benefit) for income taxes, adjusted to take account of the impact of certain non-cash and other items that the Company does not consider in its evaluation of ongoing operating performance. These other items include, but are not limited to, loss (gain) on sale of property and other, net, share of loss (profit) of equity method investments, foreign exchange, pre-opening expenses, non-cash rent, deferred registration fees, net, share of equity method investments EBITDA, share-based compensation expense, and certain other expenses.
The following tables present disaggregated revenue for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023 and the key financial metrics reviewed by the CODM for the Company’s reportable segments:
22
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
|
For the 13 Weeks Ended September 29, 2024 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Consolidated revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
For the 13 Weeks Ended October 1, 2023 (As Revised) |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Consolidated revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
For the 39 Weeks Ended September 29, 2024 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Consolidated revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
For the 39 Weeks Ended October 1, 2023 (As Revised) |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Consolidated revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
23
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
The following tables present the reconciliation of reportable segment EBITDA to total consolidated segment revenue:
|
For the 13 Weeks Ended September 29, 2024 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Total segment operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Loss on impairment of long-lived assets(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Other expenses, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
(1)
.
24
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
|
For 13 Weeks Ended October 1, 2023 (As Revised) |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Total segment operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Gain on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Other expenses, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
|
For the 39 Weeks Ended September 29, 2024 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Total segment operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Loss on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Loss on impairment of long-lived assets(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Other expenses, net(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
25
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
(1)
(2)
|
For 39 Weeks Ended October 1, 2023 (As Revised) |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Total segment operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Gain on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Other expenses, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
The following table presents long-lived asset information (which includes property and equipment, net, operating lease right-of-use assets and equity method investments) by geographic area as of September 29, 2024 and December 31, 2023. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM.
|
|
As of |
|
|||||
(in thousands) |
|
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Long-lived assets by geography |
|
|
|
|
|
|
||
The Americas |
|
$ |
|
|
$ |
|
||
United Kingdom |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Asia |
|
|
|
|
|
|
||
Total long-lived assets |
|
$ |
|
|
$ |
|
||
The amounts owed by (to) equity method investees due within one year are as follows:
26
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
|
|
As of |
|
|||||
(in thousands) |
|
September 29, 2024 |
|
|
December 31, 2023 |
|
||
Soho House Toronto Partnership |
|
$ |
|
|
$ |
|
||
Raycliff Red LLP |
|
|
( |
) |
|
|
( |
) |
Mirador Barcel S.L. |
|
|
( |
) |
|
|
( |
) |
Little Beach House Barcelona S.L. |
|
|
( |
) |
|
|
( |
) |
Mimea XXI S.L. |
|
|
|
|
|
|
||
Soho Beach House Canouan Limited |
|
|
|
|
|
|
||
|
|
$ |
( |
) |
|
$ |
( |
) |
Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the consolidated balance sheets.
Lease contracts with Related Parties
Through Soho Works 875 Washington, LLC, the Company is a party to a property lease agreement dated April 19, 2019, for 875 Washington Street, New York with 875 Washington Street Owner, LLC, an affiliate of Raycliff Capital, LLC controlled by a member of the board until June 20, 2024 when the member of the board stood down from their position. The handover of five floors of the leased property occurred on a floor-by-floor basis resulting in multiple lease commencement dates in 2019 and 2020. The various lease contracts run for a term of
The Company is party to a property lease arrangement with The Yucaipa Companies LLC ("Yucaipa") for 9100-9110 West Sunset Boulevard, Los Angeles, California. This lease runs for a term of
Through Soho-Ludlow Tenant LLC, the Company is a party to a property lease agreement dated May 3, 2019, for 137 Ludlow Street, New York with 137 Ludlow Gardens LLC, an affiliate of Yucaipa. This lease runs for a term of
The Company leases the Little House West Hollywood, 8465 Hollywood Drive, West Hollywood, California, from GHWHI, LLC, an affiliate of Yucaipa, until August 2024 when ownership was transferred to a third party. This lease commenced on October 16, 2021. This lease runs for a term of
The Company leases the Tel Aviv House, 27 Yefet Street, Tel Aviv, Israel, from an affiliate of Raycliff Capital, LLC which held a portion of the SHHL redeemable C ordinary shares prior to the IPO and continues to hold Class A common stock of SHCO however on June 20, 2024 the affiliate stood down from the board. This lease commenced on June 1, 2021. This lease runs for a term of
The Company leases a property from GHPSI, LLC, an affiliate of Yucaipa, in order to operate the Le Vallauris restaurant, 385 West Tahquitz Canyon Way, Palm Springs, California. This lease runs for a term of
The Company leases a property located at 900 Campagna Lane, Kenwood, California from Kenwood Ranch, LLC, an affiliate of Yucaipa. This lease runs for a term of
The Company leases a property located at 27984 Highway 189, Lake Arrowhead, California from RLAHI, LLC, an affiliate of Yucaipa. This lease
27
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
runs for a term of
The Company leases a property from GHPSI, LLC, an affiliate of Yucaipa, in order to operate the Willows Historic Palm Springs Inn, 412 West Tahquitz Canyon Way, Palm Springs, California. This lease commenced on September 15, 2022. This lease runs for a term of
The Company leased the Soho House Stockholm property located at Majorsgatan 5, Stockholm, Sweden from Majorsbolaget AB, an affiliate of Yucaipa, until October 2023 when ownership was transferred to a third party. The operating lease right-of-use asset and liability associated with this lease were $
Hotel Management agreements with Related Parties
The Company recognized management fees, development fees and cost reimbursements from the Ned-Soho House, LLP, a joint venture between the Company and an affiliate of Yucaipa, related to the operations of the Ned London. The Company recognized a receivable of $
The Company recognized management fee income from the Ned NY 28th, LLC, an affiliate of Yucaipa, related to the operations of The Ned New York, which opened in June 2022, leading to a receivable of $
The Company recognized management fees and cost reimbursements from Oryx Corniche Developments QPSC, an affiliates of Yucaipa, related to the operations of The Ned Doha, which opened in November 2022, leading to a receivable balance totaling $
The Company received management fees under our hotel management contract for the operation of The LINE and Saguaro hotels from LA Wilshire Hotel LLC, Adams Morgan Hotel Owner LLC, Downtown Austin Lakeside Hotel LLC and Palm Canyon Hotel LLC as the owners of the LINE and Saguaro hotels, which are affiliates of Yucaipa. These fees led to a receivable of $
The Company recognized management fees under our studio, hotel and restaurant management contract for the operation of Redchurch Street studio space, hotel and Cecconi's from an affiliate of Raycliff Capital, LLC which was controlled by a member of the SHCO board of directors until June 20, 2024 when the member stood down from the board. The fees led to a receivable of $
28
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 29, 2024 and December 31, 2023 and for the 13 weeks and 39 weeks ended September 29, 2024 and October 1, 2023
Design Service Management Agreements with Related Parties
Fees from the provision of Soho House Design services to affiliates, Oryx Corniche Developments QPSC, have led to a receivable totaling $
In September 2023, the Company repurchased
The Company reported a combined total amount related to the transactions listed above of $
Included in current liabilities in the unaudited condensed consolidated balance sheet are amounts due to related parties listed above of $
The Company reported in the unaudited condensed consolidated statement of operations a combined amount of revenue generated from related party transactions listed above of $
The Company is party to various transactions with affiliates of Yucaipa, as identified above. Yucaipa, through its participation in the Voting Group, has significant influence over us, including control over decisions that require the approval of stockholders. The Voting Group constitutes our Founder and director Nick Jones, Richard Caring a director, and certain affiliates of Yucaipa and its Founder and our executive chairman and a director, Ron Burkle, together with their respective family members and certain affiliates.
29
As described in Note 2 Summary of Significant Accounting Policies, during the 13-week period ended September 29, 2024, in connection with a planned ERP systems upgrade, the Company performed a number of initiatives including continuing to work with external consultants to review and strengthen its internal controls and processes, including reconciliations and completing the implementation of a new ERP system for its retail business in August 2024. Through the performance of these activities, management identified misstatements in its previously issued financial statements and confirmed the financial statement impact of previously identified uncorrected immaterial misstatements. While correction of these adjustments as out of period corrections would be material in aggregate to the current period, the Company determined the impacts of these misstatements were not material to the financial statements for all prior periods identified. As a result, the Company has revised its Fiscal 2023 and Fiscal 2022 consolidated financial statements and Q2 2024, Q1 2024, Q3 2023, Q2 2023 and Q1 2023 unaudited condensed consolidated financial statements to adjust for the impact of these misstatements.
The Company has classified the majority of the misstatements into the following major categories:
On the statement of operations, this misstatement resulted in an understatement of net loss of $
The identified misstatements resulted in adjustments to a various financial statement line items in the balance sheets, the statements of operations and the statements of cash flows across the periods presented in the tables below as follows:
30
The Company assessed the materiality of the errors, both individually and in aggregate, including as out of period corrections in the current period as well as corrections to impacted prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletins (“SAB”) No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. The Company evaluated the materiality of the errors on the Fiscal 2023 and Fiscal 2022 consolidated financial statements and Q2 2024, Q1 2024, Q3 2023, Q2 2023 and Q1 2023 unaudited condensed consolidated financial statements and determined that they did not result in a material misstatement to the financial condition, results of operations, change of trend, or liquidity for any of these periods previously presented. However, the Company determined that the effect of recording the misstatements during the 13-week and 39-week periods ended as of September 29, 2024, would be material to the consolidated financial statements for the 52-week period ended December 29, 2024. As a result, the Company revised its previously issued consolidated financial statements.
The revision of the historical consolidated financial statements also includes the correction of other previously identified immaterial errors, which have impacted a number of financial statement line items in the balance sheets, the statements of operations and the statements of cash flows across the periods presented in the tables below that follow. The Company had previously determined that these adjustments did not, either individually or in the aggregate, result in a material misstatement of its previously issued consolidated financial statements. Further, the revision of the Fiscal 2022 consolidated financial statements includes as an out of period adjustment misstatements identified impacting periods pre-Fiscal 2022. Management has concluded that the impact pre-Fiscal 2022 is not material and will be part of the revisions in Fiscal 2022.
The Company believes the misstatements identified are related to manual processes and the existing material weaknesses in our control over financial reporting as described in the most recently filed Form 10-K for the fiscal year as of and ended December 31, 2023. The Company has devoted, and will continue to devote, significant time and resources to complete its remediation of the material weaknesses. The following components of the ongoing remediation plan, among others, are:
Further, the Company is focused on continuing to bolster its Transformation and Finance teams including by hiring a Chief Transformation Officer (November 2024) to lead the ERP system implementation and a number of personnel with a higher level of knowledge and experience including application of US GAAP, internal audit and SOX compliance.
The Company considers that the actions described above are comprehensive and will remediate the material weaknesses and strengthen the Company’s internal control over financial reporting. Given the Company on-going process of recruiting experienced accounting staff and implementing the new ERP system, the Company believes that additional time will be beneficial to demonstrate that the new personnel, in conjunction with the new system, have the ability to consistently perform their responsibilities to ensure that the material weaknesses have been fully remediated. Therefore, the Company has concluded that these material weaknesses will not be considered fully remediated until the remediation actions, including those above, have operated effectively for a sufficient period of time and have been sufficiently tested.
Further information regarding the misstatements and related revisions including details of the corrections on the impacted financial statement line items are summarized in the tables below.
31
Consolidated Balance Sheets |
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June 30, 2024 |
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March 31, 2024 |
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||||||||||||||||||
(in thousands, except for par value and share data) |
As Previously Reported |
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Adjustment |
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As Revised |
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|
As Previously Reported |
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Adjustment |
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As Revised |
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||||||
Assets |
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||||||
Current assets |
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||||||
Cash and cash equivalents |
$ |
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$ |
( |
) |
|
$ |
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$ |
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|
$ |
( |
) |
|
$ |
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||||
Restricted cash |
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||||||
Accounts receivable, net |
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( |
) |
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|||||
Inventories |
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( |
) |
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( |
) |
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||||
Prepaid expenses and other current assets |
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( |
) |
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( |
) |
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||||
Total current assets |
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( |
) |
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( |
) |
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||||
Property and equipment, net |
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( |
) |
|
|
|
|
|
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|
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( |
) |
|
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|
||||
Operating lease assets |
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||||||
Goodwill |
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||||||
Other intangible assets, net |
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|
||||||
Equity method investments |
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( |
) |
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( |
) |
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|
||||
Deferred tax assets |
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||||||
Other non-current assets |
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( |
) |
|
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( |
) |
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||||
Total non-current assets |
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|
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|
|
|
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|
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( |
) |
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|
|||||
Total assets |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Liabilities, Redeemable Shares and Shareholders' Equity (Deficit) |
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|
||||||
Current liabilities |
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|
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|
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|
|
|
|
|
|
|
||||||
Accounts payable |
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||
Current portion of deferred revenue |
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|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
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|
||||
Indirect and employee taxes payable |
|
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|
|
|
|
|
|
|
|
|
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|
||||||
Current portion of debt, net of debt issuance costs |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Current portion of operating lease liabilities - sites trading less than one year |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Current portion of operating lease liabilities - sites trading more than one year |
|
|
|
|
- |
|
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|
|
|
|
|
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|
|
|
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|
|||||
Other current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||
Total current liabilities |
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|
|
|
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|
||||||
Debt, net of current portion and debt issuance costs |
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
||||||
Property mortgage loans, net of debt issuance costs |
|
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|
|
|
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|
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|
|
|
|
|
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|
||||||
Operating lease liabilities, net of current portion - sites trading less than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating lease liabilities, net of current portion - sites trading more than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Finance lease liabilities, net of current portion |
|
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|
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|
||||||
Financing obligation, net of current portion |
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|
||||||
Deferred revenue, net of current portion |
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|
|
|
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|
||||||
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||
Other non-current tax liabilities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total non-current liabilities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total liabilities |
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|
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|
||||||
|
|
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|
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|
|
|
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|
|||||||
Shareholders’ deficit |
|
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|
|
|
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|
|
|
|
|
|
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|
||||||
Class A common stock |
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|
|
- |
|
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|
|
|
|
|
|
|
- |
|
|
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|
||||
Additional paid-in capital |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accumulated deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Treasury stock |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total shareholders’ deficit attributable to Soho House & Co Inc. |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total shareholders’ deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total liabilities and shareholders’ deficit |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
32
|
December 31, 2023 |
|
|
October 1, 2023 |
|
||||||||||||||||||
(in thousands, except for par value and share data) |
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inventories |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Prepaid expenses and other current assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total current assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Property and equipment, net |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Operating lease assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other intangible assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other non-current assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total non-current assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total assets |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Liabilities, Redeemable Shares and Shareholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of deferred revenue |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Indirect and employee taxes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of debt, net of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of operating lease liabilities - sites trading less than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of operating lease liabilities - sites trading more than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt, net of current portion and debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property mortgage loans, net of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating lease liabilities, net of current portion - sites trading less than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating lease liabilities, net of current portion - sites trading more than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Finance lease liabilities, net of current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financing obligation, net of current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred revenue, net of current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other non-current tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shareholders’ deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additional paid-in capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accumulated deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Treasury stock |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total shareholders’ deficit attributable to Soho House & Co Inc. |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total shareholders’ deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total liabilities and shareholders’ deficit |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
33
|
July 2, 2023 |
|
|
April 2, 2023 |
|
||||||||||||||||||
(in thousands, except for par value and share data) |
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inventories |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total current assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Property and equipment, net |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Operating lease assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other intangible assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other non-current assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total non-current assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total assets |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Liabilities, Redeemable Shares and Shareholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of deferred revenue |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Indirect and employee taxes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of debt, net of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of operating lease liabilities - sites trading less than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of operating lease liabilities - sites trading more than one year |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total current liabilities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt, net of current portion and debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property mortgage loans, net of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating lease liabilities, net of current portion - sites trading less than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating lease liabilities, net of current portion - sites trading more than one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Finance lease liabilities, net of current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financing obligation, net of current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred revenue, net of current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total liabilities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shareholders’ deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additional paid-in capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accumulated deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Treasury stock |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total shareholders’ deficit attributable to Soho House & Co Inc. |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total shareholders’ deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total liabilities and shareholders’ deficit |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
34
|
January 1, 2023 |
|
|||||||||
(in thousands, except for par value and share data) |
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
Assets |
|
|
|
|
|
|
|
|
|||
Current assets |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
|
|
|||
Accounts receivable, net |
|
|
|
|
|
|
|
|
|||
Inventories |
|
|
|
|
( |
) |
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|||
Total current assets |
|
|
|
|
( |
) |
|
|
|
||
Property and equipment, net |
|
|
|
|
( |
) |
|
|
|
||
Operating lease assets |
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
|
|
|||
Other intangible assets, net |
|
|
|
|
|
|
|
|
|||
Equity method investments |
|
|
|
|
|
|
|
|
|||
Deferred tax assets |
|
|
|
|
|
|
|
|
|||
Other non-current assets |
|
|
|
|
( |
) |
|
|
|
||
Total non-current assets |
|
|
|
|
( |
) |
|
|
|
||
Total assets |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Liabilities, Redeemable Shares and Shareholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|||
Current liabilities |
|
|
|
|
|
|
|
|
|||
Accounts payable |
$ |
|
|
$ |
|
|
$ |
|
|||
Accrued liabilities |
|
|
|
|
|
|
|
|
|||
Current portion of deferred revenue |
|
|
|
|
( |
) |
|
|
|
||
Indirect and employee taxes payable |
|
|
|
|
|
|
|
|
|||
Current portion of debt, net of debt issuance costs |
|
|
|
|
|
|
|
|
|||
Current portion of related party loans |
|
|
|
|
|
|
|
|
|||
Current portion of operating lease liabilities - sites trading less than one year |
|
|
|
|
|
|
|
|
|||
Current portion of operating lease liabilities - sites trading more than one year |
|
|
|
|
|
|
|
|
|||
Other current liabilities |
|
|
|
|
( |
) |
|
|
|
||
Total current liabilities |
|
|
|
|
( |
) |
|
|
|
||
Debt, net of current portion and debt issuance costs |
|
|
|
|
|
|
|
|
|||
Property mortgage loans, net of debt issuance costs |
|
|
|
|
|
|
|
|
|||
Operating lease liabilities, net of current portion - sites trading less than one year |
|
|
|
|
|
|
|
|
|||
Operating lease liabilities, net of current portion - sites trading more than one year |
|
|
|
|
|
|
|
|
|||
Finance lease liabilities, net of current portion |
|
|
|
|
|
|
|
|
|||
Financing obligation, net of current portion |
|
|
|
|
|
|
|
|
|||
Deferred revenue, net of current portion |
|
|
|
|
|
|
|
|
|||
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|||
Other non-current liabilities |
|
|
|
|
|
|
|
|
|||
Total non-current liabilities |
|
|
|
|
|
|
|
|
|||
Total liabilities |
|
|
|
|
( |
) |
|
|
|
||
|
|
|
|
|
|
|
|
||||
Shareholders’ deficit |
|
|
|
|
|
|
|
|
|||
Class A common stock |
|
|
|
|
|
|
|
|
|||
Additional paid-in capital |
|
|
|
|
|
|
|
|
|||
Accumulated deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
|
|
|
|
|
|
|||
Treasury stock |
|
( |
) |
|
|
|
|
|
( |
) |
|
Total shareholders’ deficit attributable to Soho House & Co Inc. |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest |
|
|
|
|
|
|
|
|
|||
Total shareholders’ deficit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total liabilities and shareholders’ deficit |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
35
Consolidated Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
13 weeks ended March 31, 2024 |
|
|
13 weeks ended June 30, 2024 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Membership revenues |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
In-House revenues |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
In-House operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
General and administrative |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Pre-opening expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Depreciation and amortization |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Share-based compensation |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Foreign exchange (loss) gain, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Operating income (loss) |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of profit (loss) of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total other expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Loss before income taxes |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income tax (expense) benefit |
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Net loss |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss (income) attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Net loss per share attributable to Class A and B common stock shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
26 weeks ended June 30, 2024 |
|
|||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|||
Membership revenues |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
In-House revenues |
|
|
|
|
( |
) |
|
|
|
||
Other revenues |
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
( |
) |
|
|
|
||
|
|
|
|
|
|
|
|
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|||
In-House operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
General and administrative |
|
( |
) |
|
|
|
|
|
( |
) |
|
Pre-opening expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
Depreciation and amortization |
|
( |
) |
|
|
|
|
|
( |
) |
|
Share-based compensation |
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign exchange (loss) gain, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Other, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
Operating income (loss) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other (expense) income |
|
|
|
|
|
|
|
|
|||
Interest expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|||
Share of profit (loss) of equity method investments |
|
|
|
|
|
|
|
|
|||
Total other expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Loss before income taxes |
|
( |
) |
|
|
) |
|
|
( |
) |
|
Income tax (expense) benefit |
|
( |
) |
|
|
|
|
|
|
||
Net loss |
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss (income) attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|||
Net loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Net loss per share attributable to Class A and B common stock shareholders |
|
|
|
|
|
|
|
|
|||
Basic and diluted |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|||
Basic and diluted |
|
|
|
|
|
|
|
|
|||
36
|
13 weeks ended April 2, 2023 |
|
|
13 weeks ended July 2, 2023 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Membership revenues |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
In-House operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
General and administrative |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Pre-opening expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Depreciation and amortization |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Share-based compensation |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Foreign exchange (loss) gain, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Operating income (loss) |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Share of profit (loss) of equity method investments |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total other expense, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Loss before income taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax (expense) benefit |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss (income) attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Net loss per share attributable to Class A and B common stock shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
13 weeks ended October 1, 2023 |
|
|||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|||
Membership revenues |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
In-House revenues |
|
|
|
|
( |
) |
|
|
|
||
Other revenues |
|
|
|
|
( |
) |
|
|
|
||
Total revenues |
|
|
|
|
( |
) |
|
|
|
||
|
|
|
|
|
|
|
|
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|||
In-House operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
General and administrative |
|
( |
) |
|
|
|
|
|
( |
) |
|
Pre-opening expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
( |
) |
|
|
|
|
|
( |
) |
|
Share-based compensation |
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign exchange (loss) gain, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Loss on impairment of long-lived assets |
|
|
|
|
|
|
|
|
|||
Other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Total operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
Operating income (loss) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other (expense) income |
|
|
|
|
|
|
|
|
|||
Interest expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|||
Share of profit (loss) of equity method investments |
|
|
|
|
|
|
|
|
|||
Total other expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Loss before income taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax (expense) benefit |
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss (income) attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to Class A and B common stock shareholders |
|
|
|
|
|
|
|
|
|||
Basic and diluted |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|||
Basic and diluted |
|
|
|
|
|
|
|
|
|||
37
|
26 weeks ended July 2, 2023 |
|
|
39 weeks ended October 1, 2023 |
|
|
For the fiscal year ended December 31, 2023 |
|
|||||||||||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Membership revenues |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other revenues |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Total revenues |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
In-House operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
General and administrative |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Pre-opening expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Share-based compensation |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Foreign exchange (loss) gain, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loss on impairment of long-lived assets |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Total operating expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||||
Share of profit (loss) of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total other expense, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Loss before income taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax (expense) benefit |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Net loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss (income) attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Net loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to Class A and B common stock shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
For the fiscal year ended January 1, 2023 |
|
|||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|||
Membership revenues |
$ |
|
|
$ |
|
|
$ |
|
|||
In-House revenues |
|
|
|
|
|
|
|
|
|||
Other revenues |
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|||
In-House operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
General and administrative |
|
( |
) |
|
|
|
|
|
( |
) |
|
Pre-opening expenses |
|
( |
) |
|
|
|
|
|
( |
) |
|
Depreciation and amortization |
|
( |
) |
|
|
|
|
|
( |
) |
|
Share-based compensation |
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign exchange (loss) gain, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Total operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating income (loss) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other (expense) income |
|
|
|
|
|
|
|
|
|||
Interest expense, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|||
Share of profit (loss) of equity method investments |
|
|
|
|
|
|
|
|
|||
Total other expense, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss before income taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax (expense) benefit |
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss (income) attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to Class A and B common stock shareholders |
|
|
|
|
|
|
|
|
|||
Basic and diluted |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|||
Basic and diluted |
|
|
|
|
|
|
|
|
|||
38
Consolidated Statement of Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
13 weeks ended March 31, 2024 |
|
|
13 weeks ended June 30, 2024 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Comprehensive loss |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total comprehensive loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
26 weeks ended June 30, 2024 |
|
|||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
(in thousands) |
|
|
|
|
|
|
|
|
|||
Net loss |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment |
|
|
|
|
( |
) |
|
|
|
||
Comprehensive loss |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Loss attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||
Total comprehensive loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
13 weeks ended April 2, 2023 |
|
|
13 weeks ended July 2, 2023 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Comprehensive loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Foreign currency translation adjustment attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total comprehensive loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
13 weeks ended October 1, 2023 |
|
|||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
(in thousands) |
|
|
|
|
|
|
|
|
|||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|||
Comprehensive loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Loss attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign currency translation adjustment attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Total comprehensive loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
39
|
26 weeks ended July 2, 2023 |
|
|
39 weeks ended October 1, 2023 |
|
|
For the fiscal year ended December 31, 2023 |
|
|||||||||||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||||||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
(25,077 |
) |
|
Comprehensive loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loss attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Foreign currency translation adjustment attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
For the fiscal year ended January 1, 2023 |
|
|||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
(in thousands) |
|
|
|
|
|
|
|
|
|||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|||
Comprehensive loss |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Loss attributable to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign currency translation adjustment attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Total comprehensive loss attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Consolidated Statement of Changes in Shareholders’ Deficit Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands except for share data) |
As Previously Reported |
|
Adjustment |
|
As Revised |
||||||||||||
|
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
Noncontrolling Interest |
Total Shareholders' (Deficit) Equity |
|
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
Noncontrolling Interest |
Total Shareholders' (Deficit) Equity |
|
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
Noncontrolling Interest |
Total Shareholders' (Deficit) Equity |
As of January 2, 2022 |
$( |
$ |
$ |
$ |
$ |
|
$- |
$- |
$- |
$- |
$- |
|
$( |
$ |
$ |
$ |
$ |
Net loss |
( |
- |
( |
( |
|
( |
- |
( |
- |
( |
|
( |
- |
(224,157) |
800 |
(223,357) |
|
Distributions to noncontrolling interest |
- |
- |
- |
( |
( |
|
- |
- |
- |
- |
- |
|
- |
- |
- |
( |
( |
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition |
- |
- |
( |
- |
|
- |
- |
- |
- |
- |
|
- |
- |
( |
|
||
Shares repurchased |
- |
- |
( |
( |
|
- |
- |
- |
- |
- |
|
- |
- |
( |
( |
||
Share-based compensation, net of tax |
- |
- |
|
- |
- |
- |
- |
- |
|
- |
- |
||||||
Additional IPO costs |
- |
- |
( |
( |
|
- |
- |
- |
- |
- |
|
- |
- |
( |
( |
||
Net change in cumulative translation adjustment |
- |
( |
|
- |
- |
|
( |
||||||||||
As of January 1, 2023 |
$( |
$ |
$( |
$ |
$( |
|
$( |
$ |
$( |
$- |
$( |
|
$( |
$ |
$( |
$ |
$( |
Net loss |
( |
- |
( |
( |
|
( |
- |
( |
- |
( |
|
( |
- |
( |
( |
||
Distributions to noncontrolling interest |
- |
- |
- |
( |
( |
|
- |
- |
- |
- |
- |
|
- |
- |
- |
( |
( |
Shares repurchased |
- |
- |
( |
- |
( |
|
- |
- |
- |
- |
- |
|
- |
- |
( |
- |
( |
Non-cash share-based compensation |
- |
- |
- |
|
- |
- |
- |
- |
- |
|
- |
- |
- |
||||
Net change in cumulative translation adjustment |
- |
( |
( |
( |
|
- |
( |
( |
- |
( |
|
- |
( |
( |
( |
||
As of December 31, 2023 |
$( |
$ |
$( |
$ |
$( |
|
$( |
$( |
$( |
$- |
$( |
|
$( |
$ |
$( |
$ |
$( |
(in thousands except for share data) |
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||||||||||||||||||||||||||||||||||||||
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
|
Noncontrolling Interest |
|
Total Shareholders' (Deficit) Equity |
|
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
|
Noncontrolling Interest |
|
Total Shareholders' (Deficit) Equity |
|
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
|
Noncontrolling Interest |
|
Total Shareholders' (Deficit) Equity |
|
|||||||||||||||
As of December 31, 2023 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
- |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|||
Non-cash share-based compensation |
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
||||||||||
As of March 31, 2024 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|||
Distributions to noncontrolling interests |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Shares repurchased |
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
Non-cash share-based compensation |
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
- |
|
|
( |
) |
|
( |
) |
|
- |
|
|
( |
) |
|
|
- |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
||
As of June 30, 2024 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
40
(in thousands except for share data) |
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||||||||||||||||||||||||||||||||||||||
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
|
Noncontrolling Interest |
|
Total Shareholders' (Deficit) Equity |
|
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
|
Noncontrolling Interest |
|
Total Shareholders' (Deficit) Equity |
|
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Income (Loss) |
|
Total Shareholders' Deficit Attributable to Soho House & Co Inc. |
|
Noncontrolling Interest |
|
Total Shareholders' (Deficit) Equity |
|
|||||||||||||||
As of January 1, 2023 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
- |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
Net loss |
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
Distributions to noncontrolling interest |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
|
|
- |
|
|
|
|
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
||
Non-cash share-based compensation |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
|
|
|
|
|
||||||||
Net change in cumulative translation adjustment |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
- |
|
|
( |
) |
|
( |
) |
|
- |
|
|
( |
) |
|
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
As of April 2, 2023 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
- |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net loss |
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
|||||
Share-based compensation, net of tax |
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|||||
As of July 2, 2023 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
- |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net loss |
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
||
Shares repurchased |
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
Share-based compensation, net of tax |
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
|
|
|
|
( |
) |
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
|||||||||
As of October 1, 2023 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
- |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
Consolidated Statement of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
13 weeks ended March 31, 2024 |
|
|
26 weeks ended June 30, 2024 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Non-cash share-based compensation, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax expense (benefit) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Gain) loss on disposal of property and other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Loss on impairment of intangible assets |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Share of (profit) loss of equity method investments |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PIK interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Distributions from equity method investees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange loss (gain), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Inventories |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Operating leases, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other operating assets |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Deferred revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Accounts payable and accrued and other liabilities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Net cash provided by operating activities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Purchase of intangible assets |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Repayment of capital investment from equity method investee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash used in investing activities |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of borrowings |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Proceeds from borrowings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Principal payments on finance leases |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Principal payments on financing obligation |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Distributions to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net cash (used in) provided by financing activities |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net (decrease) increase in cash and cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of period |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
End of period |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
41
|
13 weeks ended April 2, 2023 |
|
|
26 weeks ended July 2, 2023 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Non-cash share-based compensation, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax expense (benefit) |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
(Gain) loss on disposal of property and other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Share of (profit) loss of equity method investments |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss on debt extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PIK interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Distributions from equity method investees |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||||
Foreign exchange loss (gain), net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Inventories |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Operating leases, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other operating assets |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Accounts payable and accrued and other liabilities |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Net cash provided by operating activities |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Proceeds from sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of intangible assets |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net cash used in investing activities |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of borrowings |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Payment for debt extinguishment costs |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Proceeds from borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payments for debt issuance costs |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Principal payments on finance leases |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Distributions to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net cash (used in) provided by financing activities |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of period |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
End of period |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
42
|
39 weeks ended October 1, 2023 |
|
|
For the fiscal year ended December 31, 2023 |
|
||||||||||||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Non-cash share-based compensation, net of tax |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred tax expense (benefit) |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
(Gain) loss on disposal of property and other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Impairment relating to long-lived assets |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||||
Provision for write-down of inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of (profit) loss of equity method investments |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss on debt extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PIK interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Distributions from equity method investees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange loss (gain), net |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Inventories |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Operating leases, net |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Other operating assets |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Deferred revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable and accrued and other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Proceeds from sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of intangible assets |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Property and casualty insurance proceeds received |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash used in investing activities |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of borrowings |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Payment for debt extinguishment costs |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Proceeds from borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payments for debt issuance costs |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Principal payments on finance leases |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Distributions to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Purchase of treasury stock |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net cash (used in) provided by financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Net (decrease) increase in cash and cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning of period |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
End of period |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
43
|
For the fiscal year ended January 1, 2023 |
|
|||||||||
|
As Previously Reported |
|
|
Adjustment |
|
|
As Revised |
|
|||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
|
|
|
|
|
|
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|
|||
Depreciation and amortization |
|
|
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( |
) |
|
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||
Non-cash share-based compensation, net of tax |
|
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|
|
|
|
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|
|||
Deferred tax expense (benefit) |
|
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|
|
|||
(Gain) loss on disposal of property and other, net |
|
( |
) |
|
|
|
|
|
( |
) |
|
Share of (profit) loss of equity method investments |
|
( |
) |
|
|
|
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( |
) |
|
Amortization of debt issuance costs |
|
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|||
PIK interest |
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|||
Distributions from equity method investees |
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Foreign exchange loss (gain), net |
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|||
Changes in assets and liabilities: |
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|||
Accounts receivable |
|
( |
) |
|
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( |
) |
|
|
( |
) |
Inventories |
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( |
) |
|
|
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|
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( |
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|
Operating leases, net |
|
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|
|||
Other operating assets |
|
( |
) |
|
|
( |
) |
|
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( |
) |
Deferred revenue |
|
|
|
|
( |
) |
|
|
|
||
Accounts payable and accrued and other liabilities |
|
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|
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|||
Net cash provided by operating activities |
|
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|
( |
) |
|
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||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|||
Purchase of property and equipment |
|
( |
) |
|
|
|
|
|
( |
) |
|
Proceeds from sale of assets |
|
|
|
|
|
|
|
|
|||
Purchase of intangible assets |
|
( |
) |
|
|
|
|
|
( |
) |
|
Property and casualty insurance proceeds received |
|
|
|
|
|
|
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|
|||
Net cash used in investing activities |
|
( |
) |
|
|
|
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|
( |
) |
|
Cash flows from financing activities |
|
|
|
|
|
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|
|||
Repayment of borrowings |
|
( |
) |
|
|
|
|
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( |
) |
|
Issuance of related party loans |
|
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|
|
|
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|
|||
Proceeds from borrowings |
|
|
|
|
|
|
|
|
|||
Payments for debt issuance costs |
|
( |
) |
|
|
|
|
|
( |
) |
|
Principal payments on finance leases |
|
( |
) |
|
|
|
|
|
( |
) |
|
Principal payments on financing obligation |
|
( |
) |
|
|
|
|
|
( |
) |
|
Distributions to noncontrolling interest |
|
( |
) |
|
|
|
|
|
( |
) |
|
Purchase of treasury stock |
|
( |
) |
|
|
|
|
|
( |
) |
|
Proceeds from initial public offering, net of offering costs |
|
( |
) |
|
|
|
|
|
( |
) |
|
Net cash (used in) provided by financing activities |
|
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|
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|
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|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
( |
) |
|
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|
( |
) |
|
Net (decrease) increase in cash and cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash |
|
|
|
|
|
|
|
|
|||
Beginning of period |
|
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|
|
|
|
|
|||
End of period |
$ |
|
|
$ |
( |
) |
|
$ |
|
||
18.
Shares Issued
Subsequent to September 29, 2024, the Company issued a total of
Lease contracts with related parties
On October 21, 2024, the Le Vallauris restaurant California (US), and the Willows Historic Palm Springs Inn (California, US) lease contracts were modified to defer the rent until Palm Springs Soho House opening date. This modification was a result of rent negotiation efforts between two parties to reflect the commercial relationship between the restaurant, inn and House locations. As disclosed in Note 16 Related Party Transactions, the Company leases these properties from GHPSI, LLC, an affiliate of Yucaipa.
44
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
In addition to historical financial information, this discussion and other parts of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, based upon current expectations that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” section in this Quarterly Report on Form 10-Q, and under Part II, Item 1A below. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ from those anticipated. These statements are based upon information currently available to us, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements, like all statements in this report, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Overview
SHCO is a global membership platform that connects a vibrant, diverse group of members from across the world. These members use the platform to both work and socialize, to connect, create, have fun and drive a positive change. The central pillar of SHCO is Soho House, which drives the majority of our membership and revenue today. A Soho House membership offers access to a network of distinctive and carefully curated Houses, across the Americas, the United Kingdom, Europe and Asia, which serve as the cornerstone of our member experience. We enhance our member experience through our digital channels, including the Soho House App and our website.
Over the last 29 years, we have expanded our membership expertise and diversified our offerings—both physically and digitally. As of September 29, 2024, we had approximately 267,500 members (including approximately 208,100 Soho House Members) who engage with SHCO through our global portfolio of 45 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home, our interiors and lifestyle retail brand, and our digital channels. The Ned hotels in London, New York and Doha and The LINE and Saguaro hotels in The Americas also form part of SHCO’s wider portfolio via management agreements to operate the properties.
Our membership expertise, honed through the growth of Soho House, has led to our evolution into Soho House & Co, a home to numerous memberships including Cities Without Houses, Soho Works, Soho Friends, and Ned’s Club. By designing, curating and growing our membership offering, our membership platform can quickly and easily respond to shifting lifestyle trends and the evolution of our members’ needs. Our memberships work together, allowing us to reach new audiences with a set of interconnected offerings.
Our membership has remained resilient through multiple economic cycles and other macroeconomic dislocations, including the recent COVID-19 pandemic. The power of our model is driven by the important role we believe that we play in our members’ lives and the value we consistently provide them for their membership fees. We believe our retention compares favorably to leading consumer subscriptions or memberships—across music, media, fitness, entertainment and commerce—despite, in many cases, their significantly lower price points.
The demand for our membership is also demonstrated by our large and growing SHCO global waitlist, which as of September 29, 2024 stands at approximately 111,000 applicants. Awareness of our distinct membership offerings and their scarcity is spread by our members organically through word of mouth, social media and press coverage.
Further, we have observed a secular shift in the ways that people live and work—with less time spent in traditional corporate offices and more time in social spaces that encourage creativity and mutual engagement. We believe that these trends will only accelerate, and that the freedom to be able to choose where to live and work will likely have a significant impact on our target market. We believe this will create an even greater demand for curated communities that can grow and thrive in a more deliberate environment.
Membership Revenues are comprised of annual membership fees and one-time initial registration fees paid by members. In-House Revenues include all revenues realized within our Houses, including food and beverage, accommodation, and spa products and treatments. We view Membership Revenues and In-House revenues as interrelated, although there is no minimum spend for any member on our In-House offerings that generate In-House Revenues. In practice the significant majority of In-House Revenues are generated by our members, and the pricing of our In-House offerings reflects that accordingly, with pricing of such In-House offerings being identical for both members and non-members.
Other revenues include all revenues not realized within our Houses, including Scorpios, Soho Works and stand-alone restaurants, design and procurement fees from Soho House Design, Soho Home and Cowshed retail products and other revenues from products and services that we provide outside of our Houses, as well as management fees from hotel management contracts for The Ned Sites and The LINE and Saguaro hotels.
Our Membership Platform
All of our memberships have been built to enrich the lives of their members, as well as expand our membership offering to a broader audience.
45
Soho House
Soho House remains at the core of our membership platform by creating a foundation upon which additional membership businesses can be built and scaled.
Every House annual membership fee is approximately $4,800, excluding local sales taxes, which provides access to all of our Houses globally. Our Houses attract members from every demographic, with members from “Generation Z” (27 years old and younger) and “Millennials” (28 to 43 year-olds) constituting the fastest-growing cohorts. We believe the pricing of our In-House offerings represents great value to our members because of the level of quality provided, reinforcing the overall membership experience, rewarding their brand loyalty and creating opportunities for future and recurring revenues.
We created the following types of membership under Soho House to reach a broader audience and enhance the experience of our existing members:
This membership allows us to welcome members to our global community in new geographies where we do not have a physical House. Through this membership we are able to generate additional revenues on our existing base of Houses and gather intelligence for future growth, which we have leveraged to open new Houses in certain locations, including Bangkok, Thailand (February 2023), Mexico City, Mexico (September 2023), Portland, USA (March 2024), Sao Paulo, Brazil (June 2024) and planned future openings in places such as Manchester, United Kingdom and Milan, Italy. As of September 29, 2024, we had 11,879 CWH members across 83 cities.
Through this membership we offer access to some physical House spaces, including Soho House bedrooms, and screenings, with additional benefits from our restaurants, spas and online retail brands to an audience who enjoy the Soho House offerings but do not have a Soho House Membership. Soho Friends annual membership is approximately $130 and does not provide full access to our Houses. As of September 29, 2024, we had 53,235 Soho Friends members. We intend to grow this membership brand in a measured way so that our Soho House Members continue to account for the majority of visitors to our Houses and restaurants.
Soho Works provides its members with the space and resources to work alongside other like-minded individuals and businesses—facilitating connections and providing the tools to flourish. Aimed primarily at existing Soho House and Soho Friends members, with locations in LA, New York and London. Soho Works draws on the same design principles and membership ethos as Soho House, but is a space purposed entirely for work and creative collaboration. As of September 29, 2024, we had 6,181 Soho Works members. Soho Works membership rates vary by location and Soho House membership status. For Adult Paying Members, a US Soho Works membership ranges from $200 to $750 per month, depending on membership type.
Scorpios Beach Club
Scorpios is a well-established globally recognized brand, focused on enriching the lives of its guests who are looking to escape from their daily lives, with two locations currently open. The original Scorpios, set in a cove on the southern tip of Mykonos, offers a one of a kind beach experience with a restaurant, terraces and daybeds, and a distinctive wellness offering. The second location, which opened in Bodrum, Turkey, in June 2024, offers similar seaside restaurant and terrace experiences, and also includes 12 bungalows equipped with private pools. We believe the Scorpios concept has significant potential to expand further, with the expectation to open a third site in Tulum, Mexico.
The Ned
The Ned brand seeks to embody a “city within a city” full-service destination, by playing host to multiple restaurants, bedrooms, a range of grooming services, spa, gym and a full-service members’ club. The membership offered by The Ned (“Ned’s Club”) including Ned’s Friends is aimed at a broader group of professional people. As of September 29, 2024, Ned’s Club London, New York and Doha had approximately 4,600 members, and expect to open a fourth site in Washington, D.C. in early 2025. The Ned offers its members The Ned’s Club app, which allows members to make bookings, publish benefits, events and club related information. We receive management fees under hotel management contracts for each of the existing operations of The Ned sites.
The LINE
On June 22, 2021, we acquired the operating agreements relating to the ‘The LINE’ and ‘Saguaro’ hotels. The hotels that are currently operational are located in Los Angeles, Washington, Austin, Palm Springs, and San Francisco, and among them offer a variety of food and beverage offerings together with approximately 1,500 hotel rooms. We receive management fees under hotel management contracts for the operation of these hotels. The transaction has broadened our geographic reach in The Americas.
Factors Affecting Our Business
We believe the coveted lifestyle brand we have created has significant and proven growth potential. This potential, combined with the stability of our membership base, we believe will enable us to maintain our position as an industry leader in the future. We expect to grow our member base by growing the number of Soho Houses, continuing to scale our existing membership brands and launching and growing new membership brands. We believe our track record in expanding and growing our platform will position us to achieve significant and sustained growth.
A significant portion of our revenues is derived from House Revenues which consist of Membership Revenues and In-House Revenues. Our Membership Revenues, which are reflective of our steady and growing global brand, help to provide us with a recurring revenue base that limits the impact of fluctuations in regional economic conditions.
46
Our business and future performance is also affected by a variety of factors, including:
Reportable Segments
Our operations consist of three reportable segments (United Kingdom, The Americas, Europe and Rest of the World (“RoW”)) and one non-reportable segment that we present as “All Other”. Each of our segments includes all operations in that region including our Houses and all associated facilities, spas and stand-alone restaurants. The historical North America reportable segment has been renamed to The Americas; however, there is no change to the manner in which the segment was previously presented. Refer to Note 15, Segments in this Quarterly Report on Form 10-Q for more information on reportable segments.
Key Performance, Operating Metrics and Additional Financial Measures and Other Data Evaluated by Management
In assessing the performance of our business, we consider a variety of operating and financial measures and metrics. These measures and metrics include:
NUMBER OF SOHO HOUSES. The number of Soho Houses reflects the total number of Soho Houses in operation in any period, irrespective of whether each House is (i) controlled by us, (ii) operated through a non-controlling interest in a joint venture or (iii) operated under a management contract.
We review the number of members from all Houses to assess new member growth, total House Revenues, and House-Level Contribution.
NUMBER OF SOHO HOUSE MEMBERS. Our Soho House membership model is an integral part of our business and has a significant impact on our profitability and financial performance. Typically, members hold an Every House membership or a Local House membership. Member count is the primary driver of Membership Revenues and is also a critical factor in driving In-House Revenues as members utilize the offerings that are provided within the Houses. Soho House members include all active, frozen and non-paying members.
The extent to which we achieve growth in our membership base, retain existing members and periodically increase our membership fee rates will impact our profitability. We have historically enjoyed strong member loyalty, reflected by very high retention rates. Robust demand for our memberships is also evidenced by considerable wait lists for our Houses.
The year-over-year increase in our total number of Soho House Members is driven by a combination of increases in membership at existing Houses and members from new Houses.
SOHO HOUSE MEMBER RETENTION. Soho House Member Retention is defined as the number of Adult Paying Members (being all Soho House members excluding child members and complimentary members) at the beginning of a period less the number of Adult Paying Members who canceled their membership during that same period (without giving any effect to Adult Paying Members who froze their memberships during such period), as a proportion of total Adult Paying Members at the beginning of such period.
NUMBER OF OTHER MEMBERS. Other members include members of Soho Works and Soho Friends are key to our growth strategy and enhancing our Soho House member experience. Like Adult Paying members, other memberships are an integral part of our business and we believe will have a significant impact on our profitability and financial performance in the future.
FROZEN MEMBERS. Frozen Members refers to Adult Paying Members who have elected to suspend their membership payments on a six, nine- or twelve-month basis during which period the member is not able to gain access to a Soho House site as a member, access our membership Apps, or book bedrooms or
47
Cowshed treatments or products on discounted member rates. Frozen Members are not included in Adult Paying Members, but are included in the total number of Soho House members.
MEMBERSHIP REVENUES. Membership Revenues are comprised of House Membership Revenues (as defined below) and Non-House Membership Revenues (as defined below). House Membership Revenues and Non-House Membership Revenues are each comprised primarily of annual membership fees and one-time registration fees which are amortized over 20 years. The one-time registration fee is no longer applicable to new members admitted from April 4, 2022; see "House Introduction Credits" below. Membership Revenues are a function of the number of members, membership mix, and membership pricing. For GAAP, we report Membership Revenues only from Houses and sites in which we own a controlling interest. Our membership pricing varies by geographic segment and membership offering and, as such, our mix of House and Soho Works club openings can affect our revenue growth and profitability over time. Prices are generally higher in The Americas and the RoW compared with the UK and Europe. Membership Revenues provide a stable and recurring source of revenues which have few direct costs and, as such, is a reliable and predictable source of cash flow.
HOUSE INTRODUCTION CREDITS. New members admitted from April 4, 2022 have been required to purchase House Introduction Credits as part of their membership, per the House rules. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable to purchase food and beverage items, and bedroom stays, at the Houses. House Introduction Credits expire after the first three months from the date of issuance, where legally permitted in the regions we operate, if not utilized or if the Company terminates a member’s House membership. House Introduction Credits are recognized upon issuance as deferred revenue on our consolidated balance sheets. Revenue from House Introduction Credits are recognized as In-House revenues when redeemed by members, and as breakage revenue within Membership revenues upon expiration or in the period that we are able to reliably estimate expected breakage to the extent that they are unredeemed, are recognized.
HOUSE MEMBERSHIP REVENUES. House Membership Revenues are comprised primarily of annual membership fees and one-time legacy registration fees from Adult Paying Members which are amortized over 20 years. The one-time registration fee is no longer applicable to new members admitted from April 4, 2022; see "House Introduction Credits" above.
IN-HOUSE REVENUES. In-House Revenues refer to all revenues realized within our Houses, and primarily includes revenues from food and beverage, accommodation, and spa products and treatments.
HOUSE REVENUES. House Revenues is defined as Membership revenues plus In-House revenues, less Non-House Membership Revenues. Our management views House Membership Revenues and In-House Revenues as interrelated and their aggregation as important in tracking House performance. Although there is no minimum spend for any member on In-House offerings, in practice most members consume food and beverage, accommodations and other offerings at our Houses. The pricing of our In-House offerings is reflective of the fact that the significant majority of In-House offerings that generate In-House revenues are consumed by members who also pay a membership fee in relation to that House, with pricing of such In-House offerings being identical for both members and non-members.
OTHER REVENUES. Other revenues are defined as total revenues that are not realized within our Houses, including revenues from Scorpios, Soho Works and our stand-alone restaurants, procurement fees from SHD, Soho Home retail products and Cowshed services and brand license fees and other revenues from products and services that we provide outside of our Houses. Additionally, this category also includes management fees from hotel management contracts for The Ned Sites and the LINE and Saguaro hotels.
NON-HOUSE MEMBERSHIP REVENUES. Non-House Membership Revenues are comprised of Soho Works membership revenues and Soho Friends membership revenue.
ACTIVE APP USERS. Active App Users is defined as unique users who have logged into any of our membership Apps within the previous three months.
AVERAGE DAILY RATE ("ADR"). Average Daily Rate represents the average rental income per paid occupied room. We believe this is a meaningful indicator of our performance.
REVENUE PER AVAILABLE ROOM ("RevPAR"). The key industry standard for measuring hotel-operating performance is RevPAR, which is calculated by multiplying the percentage of occupied rooms to available rooms by the ADR realized. We believe RevPAR is a meaningful indicator of our performance because it measures the period-over-period change in room revenues for comparable properties. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our revenue. We also believe occupancy and ADR, which are components of calculating RevPAR, are meaningful indicators of our performance. Where this is presented on a like-for like basis, RevPAR is adjusted for new or divested sites, for example Houses that were not open in the comparison period.
Non-GAAP Financial Measures
We refer to Adjusted EBITDA, House-Level Contribution, House-Level Contribution Margin, Other Contribution and Other Contribution Margin throughout this Quarterly Report on Form 10-Q, as we use these measures to evaluate our operating performance and each of these measures is defined in “Non-GAAP Financial Measures.” We believe these measures are useful to investors in evaluating our operating performance. Adjusted EBITDA, House-Level Contribution, House-Level Contribution Margin, Other Contribution and Other Contribution Margin are all supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. Adjusted EBITDA, House-Level Contribution, House-Level Contribution Margin, Other Contribution and Other Contribution Margin should not be considered as substitutes for GAAP metrics such as Operating Income (Loss) and Net Loss or any other performance measure derived in accordance with GAAP. Some of our financial and operational data that we disclose in this Quarterly Report on Form 10-Q are 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 USD change and the percent change as if the exchange rate that is being used in the current period was in effect for
48
the prior period presented. We believe that this calculation provides a more meaningful indication of actual year-over-year performance and eliminates the fluctuations from currency exchange rates.
49
KEY PERFORMANCE AND OPERATING METRICS
|
|
As of |
|
|||||
|
|
September 29, |
|
|
October 1, |
|
||
|
|
(Unaudited) |
|
|||||
Number of Soho Houses |
|
|
45 |
|
|
|
42 |
|
The Americas |
|
|
17 |
|
|
|
15 |
|
United Kingdom |
|
|
14 |
|
|
|
13 |
|
Europe/RoW |
|
|
14 |
|
|
|
14 |
|
Number of Soho House Members |
|
|
208,078 |
|
|
|
184,542 |
|
The Americas |
|
|
79,020 |
|
|
|
67,664 |
|
United Kingdom |
|
|
72,777 |
|
|
|
67,931 |
|
Europe/RoW |
|
|
44,402 |
|
|
|
39,850 |
|
All Other |
|
|
11,879 |
|
|
|
9,097 |
|
Number of Other Members |
|
|
59,416 |
|
|
|
70,710 |
|
The Americas |
|
|
16,081 |
|
|
|
19,239 |
|
United Kingdom |
|
|
35,630 |
|
|
|
42,402 |
|
Europe/RoW |
|
|
7,705 |
|
|
|
9,069 |
|
Number of Total Members |
|
|
267,494 |
|
|
|
255,252 |
|
Number of Active App Users |
|
|
212,993 |
|
|
|
187,759 |
|
|
|
For the 13 Weeks Ended |
|
|
For the 13 Weeks Ended |
|
|
For the 39 Weeks Ended |
|
|
For the 39 Weeks Ended |
|
||||||||||||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
|
September 29, |
|
|
October 1, |
|
||||||||
|
|
Actuals |
|
|
Constant Currency(1) |
|
|
Actuals |
|
|
Constant Currency(1) |
|
||||||||||||||||||||
|
|
(Unaudited, dollar amounts in thousands, except percentages) |
|
(Unaudited, dollar amounts in thousands, except percentages) |
|
|||||||||||||||||||||||||||
Operating income (loss) |
|
$ |
37,884 |
|
|
$ |
(27,386 |
) |
|
$ |
37,884 |
|
|
$ |
(33,721 |
) |
|
$ |
615 |
|
|
$ |
(8,072 |
) |
|
$ |
615 |
|
|
$ |
(18,183 |
) |
Operating loss margin |
|
|
11 |
% |
|
|
(9 |
)% |
|
|
11 |
% |
|
|
(9 |
)% |
|
|
0 |
% |
|
|
(1 |
)% |
|
|
0 |
% |
|
|
(1 |
)% |
House-Level Contribution |
|
|
60,835 |
|
|
|
51,957 |
|
|
|
60,835 |
|
|
|
50,230 |
|
|
|
167,717 |
|
|
|
150,895 |
|
|
|
167,717 |
|
|
|
147,207 |
|
House-Level Contribution Margin |
|
|
28 |
% |
|
|
26 |
% |
|
|
28 |
% |
|
|
26 |
% |
|
|
26 |
% |
|
|
25 |
% |
|
|
26 |
% |
|
|
25 |
% |
Other Contribution |
|
|
27,064 |
|
|
|
21,816 |
|
|
|
27,064 |
|
|
|
22,136 |
|
|
|
50,287 |
|
|
|
46,857 |
|
|
|
50,287 |
|
|
|
46,729 |
|
Other Contribution Margin |
|
|
24 |
% |
|
|
23 |
% |
|
|
24 |
% |
|
|
23 |
% |
|
|
20 |
% |
|
|
20 |
% |
|
|
20 |
% |
|
|
20 |
% |
Adjusted EBITDA |
|
|
48,281 |
|
|
|
35,055 |
|
|
|
48,281 |
|
|
|
36,763 |
|
|
|
99,612 |
|
|
|
85,642 |
|
|
|
99,612 |
|
|
|
88,261 |
|
Percentage of total revenues |
|
|
14 |
% |
|
|
12 |
% |
|
|
14 |
% |
|
|
12 |
% |
|
|
11 |
% |
|
|
10 |
% |
|
|
11 |
% |
|
|
10 |
% |
50
Results of Operations
Comparison of the 13 weeks ended September 29, 2024 and October 1, 2023
The following table summarizes our results of operations for the 13 weeks ended September 29, 2024 and October 1, 2023 (in thousands, except percentages):
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
|
|
|
October 1, |
|
|
|
|
|||||
|
|
Actuals |
|
|
|
|
|
Currency(1) |
|
|
|
|
||||||||
|
|
(Dollar amounts in thousands) |
|
|
Change % |
|
|
(Dollar amounts in thousands) |
|
|
Constant |
|
||||||||
|
|
(Unaudited) |
|
|||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Membership revenues |
|
$ |
107,394 |
|
|
$ |
92,049 |
|
|
|
17 |
% |
|
$ |
94,411 |
|
|
|
14 |
% |
In-House revenues |
|
|
120,658 |
|
|
|
115,223 |
|
|
|
5 |
% |
|
|
118,700 |
|
|
|
2 |
% |
Other revenues |
|
|
105,316 |
|
|
|
86,115 |
|
|
|
22 |
% |
|
|
89,567 |
|
|
|
18 |
% |
Total revenues |
|
|
333,368 |
|
|
|
293,387 |
|
|
|
14 |
% |
|
|
302,678 |
|
|
|
10 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
In-House operating expenses (exclusive of depreciation and amortization) |
|
|
(158,790 |
) |
|
|
(147,231 |
) |
|
|
(8 |
)% |
|
|
(154,403 |
) |
|
|
(3 |
)% |
Other operating expenses (exclusive of depreciation and amortization) |
|
|
(86,679 |
) |
|
|
(72,383 |
) |
|
|
(20 |
)% |
|
|
(75,909 |
) |
|
|
(14 |
)% |
General and administrative expenses (exclusive of depreciation and amortization) |
|
|
(39,672 |
) |
|
|
(35,564 |
) |
|
|
(12 |
)% |
|
|
(37,297 |
) |
|
|
(6 |
)% |
Pre-opening expenses |
|
|
(2,561 |
) |
|
|
(5,094 |
) |
|
|
50 |
% |
|
|
(5,342 |
) |
|
|
52 |
% |
Depreciation and amortization |
|
|
(26,017 |
) |
|
|
(24,503 |
) |
|
|
(6 |
)% |
|
|
(25,697 |
) |
|
|
(1 |
)% |
Share-based compensation |
|
|
(3,513 |
) |
|
|
(4,683 |
) |
|
|
25 |
% |
|
|
(4,911 |
) |
|
|
28 |
% |
Foreign exchange gain (loss), net |
|
|
39,591 |
|
|
|
(30,698 |
) |
|
n/m |
|
|
|
(32,193 |
) |
|
n/m |
|
||
Loss on impairment of long-lived assets |
|
|
(14,068 |
) |
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other |
|
|
(3,775 |
) |
|
|
(617 |
) |
|
n/m |
|
|
|
(647 |
) |
|
n/m |
|
||
Total operating expenses |
|
|
(295,484 |
) |
|
|
(320,773 |
) |
|
|
8 |
% |
|
|
(336,399 |
) |
|
|
12 |
% |
Operating income (loss) |
|
|
37,884 |
|
|
|
(27,386 |
) |
|
n/m |
|
|
|
(33,721 |
) |
|
n/m |
|
||
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net |
|
|
(20,658 |
) |
|
|
(18,799 |
) |
|
|
(10 |
)% |
|
|
(19,715 |
) |
|
|
(5 |
)% |
Gain on sale of property and other, net |
|
|
(236 |
) |
|
|
7 |
|
|
n/m |
|
|
|
7 |
|
|
n/m |
|
||
Share of income of equity method investments |
|
|
1,754 |
|
|
|
1,953 |
|
|
|
(10 |
)% |
|
|
2,048 |
|
|
|
(14 |
)% |
Total other expense, net |
|
|
(19,140 |
) |
|
|
(16,839 |
) |
|
|
(14 |
)% |
|
|
(17,660 |
) |
|
|
(8 |
)% |
Income (loss) before income taxes |
|
|
18,744 |
|
|
|
(44,225 |
) |
|
n/m |
|
|
|
(51,381 |
) |
|
n/m |
|
||
Income tax benefit |
|
|
(18,026 |
) |
|
|
(4,208 |
) |
|
n/m |
|
|
|
(4,413 |
) |
|
n/m |
|
||
Net income (loss) |
|
|
718 |
|
|
|
(48,433 |
) |
|
n/m |
|
|
|
(55,794 |
) |
|
n/m |
|
||
Net income (loss) attributable to noncontrolling interest |
|
|
(543 |
) |
|
|
(912 |
) |
|
|
40 |
% |
|
|
(956 |
) |
|
|
43 |
% |
Net income (loss) attributable to Soho House & Co Inc. |
|
$ |
175 |
|
|
$ |
(49,345 |
) |
|
n/m |
|
|
$ |
(56,750 |
) |
|
n/m |
|
||
51
Components of Operating Results
Revenues
Total Revenue
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Total revenues |
|
$ |
333,368 |
|
|
$ |
293,387 |
|
|
|
14 |
% |
|
|
10 |
% |
The Americas |
|
|
113,668 |
|
|
|
102,663 |
|
|
|
11 |
% |
|
|
11 |
% |
United Kingdom |
|
|
100,266 |
|
|
|
91,319 |
|
|
|
10 |
% |
|
|
5 |
% |
Europe/RoW |
|
|
81,161 |
|
|
|
65,681 |
|
|
|
24 |
% |
|
|
18 |
% |
All Other |
|
|
38,273 |
|
|
|
33,724 |
|
|
|
13 |
% |
|
|
8 |
% |
Membership Revenues
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Membership revenues |
|
$ |
107,394 |
|
|
$ |
92,049 |
|
|
|
17 |
% |
|
|
14 |
% |
The Americas |
|
|
51,089 |
|
|
|
43,574 |
|
|
|
17 |
% |
|
|
17 |
% |
United Kingdom |
|
|
31,822 |
|
|
|
27,115 |
|
|
|
17 |
% |
|
|
12 |
% |
Europe/RoW |
|
|
11,758 |
|
|
|
10,386 |
|
|
|
13 |
% |
|
|
8 |
% |
All Other |
|
|
12,725 |
|
|
|
10,974 |
|
|
|
16 |
% |
|
|
11 |
% |
Membership revenues increased by 17% to $107,394 for the 13 weeks ended September 29, 2024 predominantly driven by an increase in Adult Paying Members of 11%, or 16,500, who joined after the end of the 13 weeks ended October 1, 2023. Additionally, all Soho House Adult paying fees were increased at the start of fiscal 2023, impacting members on their renewal date throughout fiscal 2023.
All Soho House Adult paying fees increased in January 2024, with in general a low single-digit price rise for existing members and a mid single-digit increase
in price for new members. This increase will impact new members on the date they join and existing members on their renewal date.
There was also an increase in Non-House Membership revenues of $343. This was driven by Soho Works as a result of increased membership fees in fiscal 2024, partially offset by a reduction in the number of Soho Friends members in comparison to the 13 weeks ended October 1, 2023.
The Americas segment saw an increase in membership revenues of $7,515, or 17%, due to approximately 8,800, or 15% increase in Adult Paying Soho House members year-on-year, with the opening of Soho House Sao Paulo (June, 2024), Soho House Portland (March, 2024) and Soho House Mexico City (September 2023), as well as growth across existing Houses. The impact of the membership fee increases noted also contributed to the increase in Membership revenues.
Our United Kingdom segment saw an increase in Membership revenues of $4,707, or 17% , due to approximately 2,900, or 5% increase in Adult Paying Soho House members, driven by growth in existing Houses, coupled with the impact of the House membership fee increases as noted above. Although Soho Mews House opened in London in late September 2024, no paying members were active as of September 29, 2024. In constant currency, Membership revenues in the United Kingdom segment increased by $3,386, or 12%.
The Europe/RoW segment saw an increase in Membership revenues of $1,372, or 13%, due to approximately 2,500, or 10% increase in Adult paying members, driven by growth in existing Houses, alongside revenue impact of the House membership fee increases as noted above. In constant currency, Membership revenues in the Europe/RoW segment increased by $866, or 8%.
All Other saw an increase in Membership revenues of $1,751, or 16%, predominantly driven by approximately 2,300, or 28% more CWH Adult Paying Members, with the growth rate offset by a decline of approximately 11,300 Non-House members in comparison to the third quarter of fiscal 2023. In constant currency, All Other Membership revenues increased by $1,216, or 11%.
In constant currency, Membership revenues increased by $12,983, or 14%.
52
In-House Revenues
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House revenues |
|
$ |
120,658 |
|
|
$ |
115,223 |
|
|
|
5 |
% |
|
|
2 |
% |
The Americas |
|
|
46,646 |
|
|
|
43,842 |
|
|
|
6 |
% |
|
|
6 |
% |
United Kingdom |
|
|
48,287 |
|
|
|
45,539 |
|
|
|
6 |
% |
|
|
1 |
% |
Europe/RoW |
|
|
25,725 |
|
|
|
25,842 |
|
|
n/m |
|
|
|
(5 |
)% |
|
In-House revenues were $120,658 for the 13 weeks ended September 29, 2024, an increase of $5,435 versus the comparative period in 2023. Revenues were supported by four new Houses that opened since the beginning of the 13 weeks ended October 1, 2023, including Soho Mews House which opened in London in late September 2024, but did not meaningfully contribute to In-House revenues in the quarter.
The Americas In-House revenues were $46,646 for the 13 weeks ended September 29, 2024, an increase of $2,804 versus the 13 weeks ended October 1, 2023. The region benefited from the opening of Soho House Mexico City (September 2023), Soho House Portland (March 2024) and Soho House Sao Paulo (June 2024).
In-House revenues in our United Kingdom segment saw an increase of $2,748 versus the 13 weeks ended October 1, 2023, with notably strong year-over-year performance at our countryside sites. In constant currency, In-House Revenues in the United Kingdom segment saw an increase of $530, or 1%.
The Europe/RoW segment decreased in-House revenues by $117 year-on-year. The majority of Houses saw growth year-over-year, however this was offset by weaker performance in our Tel Aviv House versus comparative period driven by external factors. In constant currency, In-House Revenues in the Europe/RoW segment a decrease by $1,376 or 5%.
In constant currency, In-House Revenues increased by $1,958, or 2%.
Other Revenues
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other revenues |
|
$ |
105,316 |
|
|
$ |
86,115 |
|
|
|
22 |
% |
|
|
18 |
% |
The Americas |
|
|
15,933 |
|
|
|
15,247 |
|
|
|
4 |
% |
|
|
4 |
% |
United Kingdom |
|
|
20,157 |
|
|
|
18,665 |
|
|
|
8 |
% |
|
|
3 |
% |
Europe/RoW |
|
|
43,678 |
|
|
|
29,453 |
|
|
|
48 |
% |
|
|
41 |
% |
All Other |
|
|
25,548 |
|
|
|
22,750 |
|
|
|
12 |
% |
|
|
7 |
% |
Other revenues were $105,316 for the 13 weeks ended September 29, 2024, compared to $86,115 for the 13 weeks ended October 1, 2023, an increase of $19,201. The increase was predominantly driven by Scorpios Bodrum (June, 2024) and Soho Home growth, particularly in our retail sites.
Other revenues in The Americas segment increased $686, or 4% versus the 13 weeks ended October 1, 2023 supported by a termination fee related to one of our LINE hotel management contracts, offset by a slight decline in sales in some of the stand-alone restaurants period-on-period.
The United Kingdom segment saw an increase in Other revenues of $1,492, or 8% versus third quarter fiscal 2023 driven by higher design fees offsetting slightly softer sales year-over-year in our stand alone restaurants. In constant currency, Other Revenues in the United Kingdom segment increased by $583, or 3%.
Other revenues in the Europe/RoW segment have increased $14,225 or 48% compared to the 13 weeks ended October 1, 2023 predominantly driven by the opening of Scorpios Bodrum (June, 2024). In constant currency, Other Revenues in the Europe/RoW segment increased by $12,790, or 41%.
Other revenues in All Other have increased $2,798 or 12% period-on-period driven by growth in Soho Home, offset by Cowshed operating under brand license (since January 1, 2024), which results in recognition of royalty income in 2024 versus revenue in fiscal 2023. In constant currency, Other Revenues in All Other increased by $1,690, or 7%.
In constant currency, Other Revenues increased by $15,749, or 18%.
53
In-House Operating Expenses and House-Level Contribution
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House operating expenses |
|
$ |
(158,790 |
) |
|
$ |
(147,231 |
) |
|
|
(8 |
)% |
|
|
(3 |
)% |
Percentage of total House revenues |
|
|
(72 |
)% |
|
|
(74 |
)% |
|
|
|
|
|
|
||
Operating income (loss) |
|
$ |
37,884 |
|
|
$ |
(27,386 |
) |
|
n/m |
|
|
n/m |
|
||
Operating margin |
|
|
11 |
% |
|
|
(9 |
)% |
|
|
|
|
|
|
||
House-Level Contribution |
|
$ |
60,835 |
|
|
$ |
51,957 |
|
|
|
17 |
% |
|
|
21 |
% |
House-Level Contribution Margin |
|
|
28 |
% |
|
|
26 |
% |
|
|
2 |
% |
|
|
|
|
House-Level Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
28,895 |
|
|
$ |
24,806 |
|
|
|
16 |
% |
|
|
16 |
% |
United Kingdom |
|
|
22,243 |
|
|
|
20,277 |
|
|
|
10 |
% |
|
|
5 |
% |
Europe/RoW |
|
|
4,713 |
|
|
|
3,564 |
|
|
|
32 |
% |
|
|
26 |
% |
All Other |
|
|
4,984 |
|
|
|
3,310 |
|
|
|
51 |
% |
|
|
44 |
% |
House-Level Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
30 |
% |
|
|
28 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
28 |
% |
|
|
28 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
13 |
% |
|
|
10 |
% |
|
|
|
|
|
|
||
All Other |
|
|
90 |
% |
|
|
82 |
% |
|
|
|
|
|
|
||
In-House Operating Expenses were $158,790 for the 13 weeks ended September 29, 2024, an increase of $11,559. The increase is a result of the four new Houses opened since the beginning of the 13 weeks ended October 1, 2023, alongside period-on-period wage increases. In constant currency, In-House Operating Expenses increased by $4,387.
House-Level Contribution, which is defined as House Revenues less In-House Operating Expenses, was $60,835 for the 13 weeks ended September 29, 2024, compared to $51,957 for the 13 weeks ended October 1, 2023, an increase of $8,878. The increase in House-Level Contribution predominantly relates to increased Soho House membership and In-House revenues period-on-period, offset by higher In-House operating expenses.
House-Level Contribution Margin was 28% for the 13 weeks ended September 29, 2024, an increase of 2% from the prior period due to increased revenues, especially membership. All regions increased House-Level margins period-on-period benefitting from higher membership revenue, with the exception of the United Kingdom segment which remained flat partially driven by the impact of higher inflation in In-House Operating expenses.
54
Other Operating Expenses and Other Contribution
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other operating expenses |
|
$ |
(86,679 |
) |
|
$ |
(72,383 |
) |
|
|
(20 |
)% |
|
|
(14 |
)% |
Percentage of total other revenues |
|
|
(76 |
)% |
|
|
(77 |
)% |
|
|
|
|
|
|
||
Operating loss |
|
$ |
37,884 |
|
|
$ |
(27,386 |
) |
|
n/m |
|
|
n/m |
|
||
Operating loss margin |
|
|
11 |
% |
|
|
(9 |
)% |
|
|
|
|
|
|
||
Other Contribution |
|
$ |
27,064 |
|
|
$ |
21,816 |
|
|
|
24 |
% |
|
|
22 |
% |
Other Contribution Margin |
|
|
24 |
% |
|
|
23 |
% |
|
|
1 |
% |
|
|
|
|
Other Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
4,297 |
|
|
$ |
3,325 |
|
|
|
29 |
% |
|
|
29 |
% |
United Kingdom |
|
|
7,760 |
|
|
|
5,761 |
|
|
|
35 |
% |
|
|
28 |
% |
Europe/RoW |
|
|
15,934 |
|
|
|
13,110 |
|
|
|
22 |
% |
|
|
16 |
% |
All Other |
|
|
(927 |
) |
|
|
(380 |
) |
|
n/m |
|
|
n/m |
|
||
Other Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
26 |
% |
|
|
21 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
37 |
% |
|
|
30 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
36 |
% |
|
|
44 |
% |
|
|
|
|
|
|
||
All Other |
|
|
(3 |
)% |
|
|
(1 |
)% |
|
|
|
|
|
|
||
Other Operating Expenses were $86,679 for the 13 weeks ended September 29, 2024, compared to $72,383 for the 13 weeks ended October 1, 2023, an increase of $14,296, or 20%. This increased spend is predominantly driven by the opening of the new Scorpios site in Bodrum, higher costs in relation to revenue growth at Soho Home, and write-off of design costs for Houses no longer going ahead. This increase was offset by the permanent closure of our operations at The Hoxton (July 2023) and the removal of expenses relating to Cowshed operations following the move to a brand license deal effective January 1, 2024 . In constant currency, Other Operating Expenses increased by $10,770, or 14%.
Other Contribution, which we define as Other Revenues plus Non-House Membership Revenues less Other Operating Expenses, was $27,064 for the 13 weeks ended September 29, 2024, compared to $21,816 for the 13 weeks ended October 1, 2023, an increase of $5,248 predominantly driven by Scorpios. Other Contribution Margin was 24% for the 13 weeks ended September 29, 2024, an increase of 1% compared to the 13 weeks ended October 1, 2023.
General and Administrative Expenses
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
General and Administrative Expenses |
|
$ |
39,672 |
|
|
$ |
35,564 |
|
|
|
12 |
% |
|
|
6 |
% |
Percentage of total revenues |
|
|
12 |
% |
|
|
12 |
% |
|
|
|
|
|
|
||
General and Administrative Expenses were $39,672 for the 13 weeks ended September 29, 2024, compared with $35,564 for the 13 weeks ended October 1, 2023, an increase of $4,108, or 12%. The increase was driven by the cost of headcount to support business expansion, including four new Soho Houses and Scorpios Bodrum opened since the comparative period.
In constant currency, General and Administrative Expenses increased by $2,375, or 6%.
55
Pre-opening Expenses
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Pre-opening expenses |
|
$ |
2,561 |
|
|
$ |
5,094 |
|
|
|
(50 |
)% |
|
|
(52 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Pre-opening expenses were $2,561 for the 13 weeks ended September 29, 2024 compared to $5,094 in the 13 weeks ended October 1, 2023. This decrease was primarily driven by the size and location of House openings. The House opening in the period was a small House in an established market (London) so for example travel costs are lower, in comparison to the opening of a large House in a new market, Mexico City. In constant currency pre-opening expenses reduced by 52%.
Depreciation and Amortization
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Depreciation and amortization |
|
$ |
26,017 |
|
|
$ |
24,503 |
|
|
|
6 |
% |
|
|
1 |
% |
Percentage of total revenues |
|
|
8 |
% |
|
|
8 |
% |
|
|
|
|
|
|
||
Depreciation and amortization were $26,017 for the 13 weeks ended September 29, 2024, an increase of $1,514, or 6%, from the 13 weeks ended October 1, 2023. The increase period-on-period was driven predominately by increases from 2023/2024 Houses and spend in IT to support key membership and compliance initiatives offset by a reduction across Soho Works sites. In constant currency, depreciation and amortization expenses increased by $320, or 1%.
Other Expenses
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Share-based compensation |
|
$ |
3,513 |
|
|
$ |
4,683 |
|
|
|
(25 |
)% |
|
|
(28 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Foreign exchange (gain) loss , net |
|
$ |
(39,591 |
) |
|
$ |
30,698 |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
(12 |
)% |
|
|
10 |
% |
|
|
|
|
|
|
||
Loss on impairment of long-lived assets |
|
$ |
14,068 |
|
|
$ |
- |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
4 |
% |
|
|
0 |
% |
|
|
|
|
|
|
||
Other, net |
|
$ |
3,775 |
|
|
$ |
617 |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
1 |
% |
|
|
0 |
% |
|
|
|
|
|
|
||
Share-based compensation expense decreased by $1,170 to $3,513 for the 13 weeks ended September 29, 2024, primarily due to a number of SARs granted prior to the IPO fully vesting in the 13 weeks ended October 1, 2023.
Foreign exchange (gain) loss, net which is unrealized and non-cash in nature, moved from a loss of $30,698 to a gain of $(39,591) for the 13 weeks ended September 29, 2024, primarily driven by foreign exchange revaluation of our borrowings.
During the 13 weeks ended September 29, 2024, the Company recognized $14,068 of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net), of which $13 million is in respect of Soho Works North America.
56
Other expense increased by $3,158 to $3,775 for the 13 weeks ended September 29, 2024, primarily from severance costs incurred as part of a strategic reorganization program of our operations and support teams.
57
Interest Expense, Net
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Interest expense, net |
|
$ |
20,658 |
|
|
$ |
18,799 |
|
|
|
10 |
% |
|
|
5 |
% |
Percentage of total revenues |
|
|
6 |
% |
|
|
6 |
% |
|
|
|
|
|
|
||
Net Interest Expense was $20,658 for the 13 weeks ended September 29, 2024, an increase of $1,859, or 10%, to the 13 weeks ended October 1, 2023. This increase is primarily driven by the higher principal amount on our Senior Secured Notes due to the compounding of this debt. In constant currency, net interest increased by $943 or 5%.
Adjusted EBITDA
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Adjusted EBITDA |
|
$ |
48,281 |
|
|
$ |
35,055 |
|
|
|
38 |
% |
|
|
31 |
% |
Percentage of total revenues |
|
|
14 |
% |
|
|
12 |
% |
|
|
|
|
|
|
||
Adjusted EBITDA was $48,281 for the 13 weeks ended September 29, 2024, in comparison to $35,055 for the 13 weeks ended October 1, 2023, an increase of $13,226. The increase is driven by higher membership revenues from both Soho House and Non-House members versus the comparative period as well as higher In-House and other revenues. These were offset by an increase in General and Administrative and Operating expenses, partially resulting from new House openings. In constant currency, adjusted EBITDA increased by $11,518 or 31%.
58
Comparison of the 39 weeks ended September 29, 2024 and October 1, 2023
The following table summarizes our results of operations for the 39 weeks ended September 29, 2024 and October 1, 2023 (in thousands, except percentages):
|
|
For the 39 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
|
|
|
October 1, |
|
|
|
|
|||||
|
|
Actuals |
|
|
|
|
|
Currency(1) |
|
|
|
|
||||||||
|
|
(Dollar amounts in thousands) |
|
|
Change % |
|
|
(Dollar amounts in thousands) |
|
|
Constant |
|
||||||||
|
|
(Unaudited) |
|
|||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Membership revenues |
|
$ |
308,690 |
|
|
$ |
262,062 |
|
|
|
18 |
% |
|
|
266,231 |
|
|
|
16 |
% |
In-House revenues |
|
|
358,213 |
|
|
|
356,862 |
|
|
|
0 |
% |
|
|
363,319 |
|
|
|
(1 |
)% |
Other revenues |
|
|
231,356 |
|
|
|
216,225 |
|
|
|
7 |
% |
|
|
221,277 |
|
|
|
5 |
% |
Total revenues |
|
|
898,259 |
|
|
|
835,149 |
|
|
|
8 |
% |
|
|
850,827 |
|
|
|
6 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
In-House operating expenses (exclusive of depreciation and amortization) |
|
|
(474,240 |
) |
|
|
(444,658 |
) |
|
|
(7 |
)% |
|
|
(458,257 |
) |
|
|
(3 |
)% |
Other operating expenses (exclusive of depreciation and amortization) |
|
|
(206,015 |
) |
|
|
(192,739 |
) |
|
|
(7 |
)% |
|
|
(198,634 |
) |
|
|
(4 |
)% |
General and administrative expenses |
|
|
(112,770 |
) |
|
|
(103,381 |
) |
|
|
(9 |
)% |
|
|
(106,543 |
) |
|
|
(6 |
)% |
Pre-opening expenses |
|
|
(13,958 |
) |
|
|
(14,369 |
) |
|
|
3 |
% |
|
|
(14,808 |
) |
|
|
6 |
% |
Depreciation and amortization |
|
|
(76,642 |
) |
|
|
(74,162 |
) |
|
|
(3 |
)% |
|
|
(76,430 |
) |
|
|
(0 |
)% |
Share-based compensation |
|
|
(15,150 |
) |
|
|
(16,186 |
) |
|
|
6 |
% |
|
|
(16,681 |
) |
|
|
9 |
% |
Foreign exchange gain (loss), net |
|
|
28,937 |
|
|
|
3,899 |
|
|
n/m |
|
|
|
4,018 |
|
|
n/m |
|
||
Loss on impairment of long-lived assets |
|
|
(14,068 |
) |
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
(13,738 |
) |
|
|
(1,625 |
) |
|
n/m |
|
|
|
(1,675 |
) |
|
n/m |
|
||
Total operating expenses |
|
|
(897,644 |
) |
|
|
(843,221 |
) |
|
|
(6 |
)% |
|
|
(869,010 |
) |
|
|
(3 |
)% |
Operating income (loss) |
|
|
615 |
|
|
|
(8,072 |
) |
|
n/m |
|
|
|
(18,183 |
) |
|
n/m |
|
||
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net |
|
|
(61,846 |
) |
|
|
(59,527 |
) |
|
|
(4 |
)% |
|
|
(61,348 |
) |
|
|
(1 |
)% |
Gain on sale of property and other, net |
|
|
(62 |
) |
|
|
596 |
|
|
n/m |
|
|
|
614 |
|
|
n/m |
|
||
Share of income of equity method investments |
|
|
3,645 |
|
|
|
4,411 |
|
|
|
(17 |
)% |
|
|
4,546 |
|
|
|
(20 |
)% |
Total other expense, net |
|
|
(58,263 |
) |
|
|
(54,520 |
) |
|
|
(7 |
)% |
|
|
(56,188 |
) |
|
|
(4 |
)% |
Income (loss) before income taxes |
|
|
(57,648 |
) |
|
|
(62,592 |
) |
|
|
8 |
% |
|
|
(74,371 |
) |
|
|
22 |
% |
Income tax expense |
|
|
(13,697 |
) |
|
|
(5,386 |
) |
|
n/m |
|
|
|
(5,551 |
) |
|
n/m |
|
||
Net income (loss) |
|
|
(71,345 |
) |
|
|
(67,978 |
) |
|
|
(5 |
)% |
|
|
(79,922 |
) |
|
|
11 |
% |
Net (income) loss attributable to noncontrolling interest |
|
|
62 |
|
|
|
(1,205 |
) |
|
n/m |
|
|
|
(1,242 |
) |
|
n/m |
|
||
Net income (loss) attributable to Soho House & Co Inc. |
|
$ |
(71,283 |
) |
|
$ |
(69,183 |
) |
|
|
(3 |
)% |
|
$ |
(81,164 |
) |
|
|
12 |
% |
Components of Operating Results
Revenues
Total Revenue
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
Unaudited |
|
|||||||||||||
Total revenues |
|
$ |
898,259 |
|
|
$ |
835,149 |
|
|
|
8 |
% |
|
|
6 |
% |
The Americas |
|
|
347,388 |
|
|
|
322,533 |
|
|
|
8 |
% |
|
|
8 |
% |
United Kingdom |
|
|
274,262 |
|
|
|
259,082 |
|
|
|
6 |
% |
|
|
3 |
% |
Europe/RoW |
|
|
164,429 |
|
|
|
146,877 |
|
|
|
12 |
% |
|
|
9 |
% |
All Other |
|
|
112,180 |
|
|
|
106,657 |
|
|
|
5 |
% |
|
|
2 |
% |
59
Membership Revenues
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
Unaudited |
|
|||||||||||||
Membership revenues |
|
$ |
308,690 |
|
|
$ |
262,062 |
|
|
|
18 |
% |
|
|
16 |
% |
The Americas |
|
|
146,573 |
|
|
|
125,769 |
|
|
|
17 |
% |
|
|
17 |
% |
United Kingdom |
|
|
90,843 |
|
|
|
76,298 |
|
|
|
19 |
% |
|
|
16 |
% |
Europe/RoW |
|
|
34,110 |
|
|
|
28,840 |
|
|
|
18 |
% |
|
|
15 |
% |
All Other |
|
|
37,164 |
|
|
|
31,155 |
|
|
|
19 |
% |
|
|
16 |
% |
Membership revenues increased by 18% (16% constant currency) to $308,690 for the 39 weeks ended September 29, 2024, predominantly driven by an increase in Adult Paying Members of 11%, or 16,500, who joined after the end of the 39 weeks ended October 1, 2023
All Soho House Adult paying fees increased in January 2024, with in general a low single-digit price rise for existing members and a mid single-digit increase
in price for new members. This increase will impact new members on the date they join and existing members on their renewal date.
There was also an increase in Non-House Membership revenues of $1,575, this was driven by Soho Works as a result of increased membership fees in fiscal
2024. This was offset slightly by a reduction in the number of Soho Friends members in comparison to the end of the 39 weeks ended October 1, 2023.
The Americas segment saw an increase in revenues of $20,804, or 17% , due to approximately 8,800, or 15% increase in Adult Paying Soho House members year-on-year, with the opening of Soho House Sao Paulo (June 2024), Soho House Portland (March 2024) and Soho House Mexico City (September 2023), as well as growth across existing Houses. The impact of the membership fee increases noted also contributed to the increase in Membership revenues.
Our United Kingdom segment saw an increase in Membership revenues of $14,545, or 19% (16% constant currency), due to approximately 2,900, or 5% increase in Adult Paying Soho House members, driven by growth in existing Houses, coupled with the impact of the House membership fee increases as noted above. Although Soho Mews House opened in London in late September 2024, no paying members we active as of September 29, 2024.
The Europe/RoW segment saw an increase in Membership revenues of $5,270, or 18% (15% constant currency), due to approximately 2,500, or 10% increase in Adult paying members, as well as the revenue impact of the House membership fee increases as noted above.
Membership revenue reported under All Other above saw an increase predominantly driven by over 2,200, or 28% more CWH Adult Paying Members, offset by a decline of approximately 11,300 Non-House members in comparison to the third quarter of fiscal 2023.
In constant currency, Membership revenues increased by $42,459, or 16%.
In-House Revenues
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House revenues |
|
$ |
358,213 |
|
|
$ |
356,862 |
|
|
|
0 |
% |
|
|
(1 |
)% |
The Americas |
|
|
150,173 |
|
|
|
145,723 |
|
|
|
3 |
% |
|
|
3 |
% |
United Kingdom |
|
|
136,649 |
|
|
|
135,137 |
|
|
|
1 |
% |
|
|
(2 |
)% |
Europe/RoW |
|
|
71,391 |
|
|
|
76,002 |
|
|
|
(6 |
)% |
|
|
(9 |
)% |
In-House revenues were $358,213 for the 39 weeks ended September 29, 2024, an increase of $1,351 versus the 39 weeks ended October 1, 2023. Revenues were supported by five new Houses that opened since the beginning of fiscal 2023, offset by underlying macroeconomic trends have adversely impacted regions throughout the period.
Our Americas segment saw an increase in In-House revenues versus the comparable period. The region saw slightly weaker like-for-like In-House performance offset by the opening of Soho House Mexico City (September 2023), Soho House Portland (March 2024) and Soho House Sao Paulo (June 2024).
60
In-House revenues in our United Kingdom segment increased slightly versus the comparative period driven by foreign exchange benefit with the underlying House performance being marginally worse versus fiscal 2023 due to underlying macroeconomic trends, further impacted by the closure of the rooftop at White City House for 11 weeks in the period due to refurbishments.
The Europe/RoW segment saw a decrease of In-House revenues year-on-year, driven by external factors resulting in a reduction in footfall in our Tel Aviv House versus comparative period, alongside room revenue declines across certain Houses. In addition, during the 39 weeks ended September 29, 2023, we recognized approximately $1,800 from the Dutch government related to COVID-19 subsidies and approximately $1,100 from a settlement to recover costs incurred on behalf of a former development partner in connection with a proposed European House opening, which impacts comparatives in Europe.
In constant currency, In-House Revenues decreased by $5,106, a decrease of 1%.
Other Revenues
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other revenues |
|
$ |
231,356 |
|
|
$ |
216,225 |
|
|
|
7 |
% |
|
|
5 |
% |
The Americas |
|
|
50,642 |
|
|
|
51,041 |
|
|
|
(1 |
)% |
|
|
(1 |
)% |
United Kingdom |
|
|
46,770 |
|
|
|
47,647 |
|
|
|
(2 |
)% |
|
|
(5 |
)% |
Europe/RoW |
|
|
58,928 |
|
|
|
42,035 |
|
|
|
40 |
% |
|
|
36 |
% |
All Other |
|
|
75,016 |
|
|
|
75,502 |
|
|
|
(1 |
)% |
|
|
(4 |
)% |
Other revenues were $231,356 for the 39 weeks ended September 29, 2024, compared to $216,225 for the 39 weeks ended October 1, 2023, an increase of $15,131. The increase is driven by the opening of Scorpios Bodrum (June 2024) and growth in Soho Home, offset by the movement of Cowshed to a brand license deal effective January 1, 2024, the closure of unprofitable stand-alone restaurants and the removal of a Coachella event.
Additionally, we recognized approximately $3,000 in respect of a lease promote in our Rome property from our landlord in the 39 weeks ended October 1, 2023.
In constant currency, Other Revenues increased by $10,079, an increase of 5%.
In-House Operating Expenses and House-Level Contribution
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House operating expenses |
|
$ |
(474,240 |
) |
|
$ |
(444,658 |
) |
|
|
(7 |
)% |
|
|
(3 |
)% |
Percentage of total House revenues |
|
|
(74 |
)% |
|
|
(75 |
)% |
|
|
|
|
|
|
||
Operating income (loss) |
|
$ |
615 |
|
|
$ |
(8,072 |
) |
|
n/m |
|
|
n/m |
|
||
Operating margin |
|
|
0 |
% |
|
|
(1 |
)% |
|
|
|
|
|
|
||
House-Level Contribution |
|
$ |
167,717 |
|
|
$ |
150,895 |
|
|
|
11 |
% |
|
|
14 |
% |
House-Level Contribution Margin |
|
|
26 |
% |
|
|
25 |
% |
|
|
1 |
% |
|
|
|
|
House-Level Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
88,804 |
|
|
$ |
79,867 |
|
|
|
11 |
% |
|
|
11 |
% |
United Kingdom |
|
|
60,203 |
|
|
|
54,628 |
|
|
|
10 |
% |
|
|
7 |
% |
Europe/RoW |
|
|
5,378 |
|
|
|
7,285 |
|
|
|
(26 |
)% |
|
|
(28 |
)% |
All Other |
|
|
13,332 |
|
|
|
9,115 |
|
|
|
46 |
% |
|
|
42 |
% |
House-Level Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
30 |
% |
|
|
30 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
27 |
% |
|
|
26 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
5 |
% |
|
|
7 |
% |
|
|
|
|
|
|
||
All Other |
|
|
85 |
% |
|
|
81 |
% |
|
|
|
|
|
|
||
61
In-House Operating Expenses were $474,240 for the 39 weeks ended September 29, 2024, an increase of $29,582, driven by five additional House openings and increased wage, energy and rent costs year-on-year. In constant currency, In-House Operating Expenses increased by $15,983.
House-Level Contribution, which is defined as House Revenues less In-House Operating Expenses, was $167,717 for the 39 weeks ended September 29, 2024, compared to $150,895 for the 39 weeks ended October 1, 2023, an increase of $16,822. The increase in House-Level Contribution predominantly relates to increased Soho House membership revenues period-on-period.
House-Level Contribution Margin was 26% for the 39 weeks ended September 29, 2024, an increase of 1% from the prior period due to increased membership revenues, compared to the prior period, partially offset by the dilutive impact of five new Houses.
Other Operating Expenses and Other Contribution
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other operating expenses |
|
$ |
(206,015 |
) |
|
$ |
(192,739 |
) |
|
|
(7 |
)% |
|
|
(4 |
)% |
Percentage of total other revenues |
|
|
(80 |
)% |
|
|
(80 |
)% |
|
|
|
|
|
|
||
Operating loss |
|
$ |
615 |
|
|
$ |
(8,072 |
) |
|
n/m |
|
|
n/m |
|
||
Operating loss margin |
|
|
0 |
% |
|
|
(1 |
)% |
|
|
|
|
|
|
||
Other Contribution |
|
$ |
50,287 |
|
|
$ |
46,857 |
|
|
|
7 |
% |
|
|
8 |
% |
Other Contribution Margin |
|
|
20 |
% |
|
|
20 |
% |
|
|
— |
|
|
|
20 |
% |
Other Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
12,738 |
|
|
$ |
8,079 |
|
|
|
58 |
% |
|
|
58 |
% |
United Kingdom |
|
|
17,813 |
|
|
|
16,472 |
|
|
|
8 |
% |
|
|
5 |
% |
Europe/RoW |
|
|
17,164 |
|
|
|
16,124 |
|
|
|
6 |
% |
|
|
3 |
% |
All Other |
|
|
2,572 |
|
|
|
6,182 |
|
|
|
(58 |
)% |
|
|
(60 |
)% |
Other Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
25 |
% |
|
|
16 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
37 |
% |
|
|
33 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
29 |
% |
|
|
38 |
% |
|
|
|
|
|
|
||
All Other |
|
|
3 |
% |
|
|
6 |
% |
|
|
|
|
|
|
||
Other Operating Expenses were $206,015 for the 39 weeks ended September 29, 2024, compared with $192,739 for the 39 weeks ended October 1, 2023, an increase of $13,276. This increase is attributable increased trade volume in Soho Home and the opening of Scorpios Bodrum (June 2024), offset by the permanent closure of all but one of our Soho Restaurants, which excludes Cecconi's, at the start of fiscal 2023, the closure of The Hoxton, Shoreditch (July 2023), alongside Coachella event not being held during the current fiscal year. In constant currency, Other Operating Expenses increased by $7,381, or 4%.
Other Contribution, which we define as Other Revenues plus Non-House Membership Revenues less Other Operating Expenses, was $50,287 for the 39 weeks ended September 29, 2024, compared to $46,857 for the 39 weeks ended October 1, 2023, an increase of $3,430, driven by higher Non-House Membership Revenues and growth in Other Revenues at Soho Home and from the opening of Scorpios Bodrum in the 39 weeks ended September 29, 2024 offset by the recognition of $3,000 in respect of a lease promote in our Rome property from our landlord in the 39 weeks ended October 1, 2023.
Other Contribution Margin was 20% for the 39 weeks ended September 29, 2024, in line with the 39 weeks ended October 1, 2023, with improvements in The Americas and United Kingdom segment being offset by lower margins in Europe/RoW following the opening of Scorpios Bodrum and the benefit of the Rome promote in 2023.
General and Administrative Expenses
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
General and Administrative Expenses |
|
$ |
112,770 |
|
|
$ |
103,381 |
|
|
|
9 |
% |
|
|
6 |
% |
Percentage of total revenues |
|
|
13 |
% |
|
|
12 |
% |
|
|
|
|
|
|
||
62
General and Administrative Expenses were $112,770 for the 39 weeks ended September 29, 2024, compared with $103,381 for the 39 weeks ended October 1, 2023, an increase of $9,389, or 9%. The increase was driven considerably by the cost of headcount to support business expansion, including five new Soho Houses opened since the beginning of the fiscal year 2023.
In constant currency, General and Administrative Expenses had an increase of $6,227, or 6%.
Pre-opening Expenses
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Pre-opening expenses |
|
$ |
13,958 |
|
|
$ |
14,369 |
|
|
|
(3 |
)% |
|
|
(6 |
)% |
Percentage of total revenues |
|
|
2 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Pre-opening expenses were $13,958 for the 39 weeks ended September 29, 2024. The decrease of $411 in comparison to $14,369 for the 39 weeks ended October 1, 2023, is driven by the timing of expenses incurred for the Houses and other sites opened in the first nine months of fiscal 2023 (Soho House Mexico City and Soho House Bangkok) and early fiscal 2024 (Soho House Portland) compared to those opened later in fiscal 2024 (Scorpios Bodrum, Soho House Sao Paulo, and Soho Mews House). In constant currency, Pre-opening expenses decreased by 850, or 6%.
Depreciation and Amortization
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Depreciation and amortization |
|
$ |
76,642 |
|
|
$ |
74,162 |
|
|
|
3 |
% |
|
|
0 |
% |
Percentage of total revenues |
|
|
9 |
% |
|
|
9 |
% |
|
|
|
|
|
|
||
Depreciation and amortization were $76,642 for the 39 weeks ended September 29, 2024, an increase of $2,480, or 3%, from the 39 weeks ended October 1, 2023.This increase was primarily driven by amortization of capitalized IT development costs, as well as depreciation associated with new or refurbished Soho Houses, this was offset by a reduction on Soho Works sites. In constant currency, depreciation and amortization expenses increased by $212.
Other Expenses
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Share-based compensation |
|
$ |
15,150 |
|
|
$ |
16,186 |
|
|
|
(6 |
)% |
|
|
(9 |
)% |
Percentage of total revenues |
|
|
2 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Foreign exchange (gain) loss , net |
|
$ |
(28,937 |
) |
|
$ |
(3,899 |
) |
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
(3 |
)% |
|
|
(0 |
)% |
|
|
|
|
|
|
||
Loss on impairment of long-lived assets |
|
$ |
14,068 |
|
|
|
0 |
% |
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
2 |
% |
|
|
0 |
% |
|
|
|
|
|
|
||
Other, net |
|
$ |
13,738 |
|
|
$ |
1,625 |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
2 |
% |
|
|
0 |
% |
|
|
|
|
|
|
||
Share-based compensation expense decreased by $1,036 to $15,150 for the 39 weeks ended September 29, 2024, primarily reflecting a number of SARs granted prior to the IPO fully vesting and RSUs vesting in the 39 weeks ended October 1, 2023, partially offset by additional RSUs granted in the 39 weeks ended September 29, 2024.
63
Foreign exchange (gain) loss, net, which is unrealized and non-cash in nature, moved by $25,038 from a gain of $(3,899) to $(28,937) for the 39 weeks ended September 29, 2024, primarily driven by foreign exchange revaluation of our borrowings.
During the 39 weeks ended September 29, 2024, the Company recognized $14,068 of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net), of which $13 million is in respect of Soho Works North America.
Other expenses increased by $12,113 to $13,738 for the 39 weeks ended September 29, 2024, primarily due to $1,885 for one-time expenses related to shareholder activism, $2,424 of expenses incurred with respect to the evaluation of certain strategic transactions by our independent special committee and $6,137 incurred with respect to a strategic reorganization program of our operations and support teams. In addition, we recognized impairment losses on intangible assets related to the termination of two hotel management contracts of $4,710.
Interest Expense, Net
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Interest expense, net |
|
$ |
61,846 |
|
|
$ |
59,527 |
|
|
|
4 |
% |
|
|
1 |
% |
Percentage of total revenues |
|
|
7 |
% |
|
|
7 |
% |
|
|
|
|
|
|
||
Interest Expense, net was $61,846 for the 39 weeks ended September 29, 2024, an increase of $2,319, or 4%, to the 39 weeks ended October 1, 2023, driven by the higher interest rate and principal on the Soho Beach House Miami loan post refinancing and the higher principal amount on our Senior Secured Notes due to the compounding of this debt, offset by the loss on extinguishments of debt incurred following the refinancing of Soho Beach House Miami in May 2023. In constant currency, net interest decreased by $498.
Adjusted EBITDA
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Adjusted EBITDA |
|
$ |
99,612 |
|
|
$ |
85,642 |
|
|
|
16 |
% |
|
|
13 |
% |
Percentage of total revenues |
|
|
11 |
% |
|
|
10 |
% |
|
|
|
|
|
|
||
Adjusted EBITDA was $99,612 for the 39 weeks ended September 29, 2024, in comparison to $85,642 for the 39 weeks ended October 1, 2023, an increase of $13,970. The increase has been driven by higher membership revenues versus the comparative period, alongside higher Other Revenues, offset by an increase in General and Administrative and Operating expenses year-on-year. In constant currency, adjusted EBITDA increased by $11,351, an increase of 13%.
64
Non-GAAP Financial Measures
For the 13 weeks ended September 29, 2024 and October 1, 2023
A reconciliation of Net Loss to adjusted EBITDA is set forth below for the periods specified:
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||
Net income (loss) |
|
$ |
718 |
|
|
$ |
(48,433 |
) |
|
n/m |
|
|
n/m |
|
||
Depreciation and amortization |
|
|
26,017 |
|
|
|
24,503 |
|
|
|
6 |
% |
|
|
1 |
% |
Interest expense, net |
|
|
20,658 |
|
|
|
18,799 |
|
|
|
10 |
% |
|
|
5 |
% |
Income tax expense |
|
|
18,026 |
|
|
|
4,208 |
|
|
n/m |
|
|
n/m |
|
||
EBITDA |
|
|
65,419 |
|
|
|
(923 |
) |
|
n/m |
|
|
n/m |
|
||
(Gain) loss on sale of property and other, net |
|
|
236 |
|
|
|
(7 |
) |
|
n/m |
|
|
n/m |
|
||
Share of income of equity method investments |
|
|
(1,754 |
) |
|
|
(1,953 |
) |
|
|
10 |
% |
|
|
14 |
% |
Foreign exchange (gain) loss, net(2) |
|
|
(39,591 |
) |
|
|
30,698 |
|
|
n/m |
|
|
n/m |
|
||
Share of equity method investments adjusted EBITDA |
|
|
2,367 |
|
|
|
2,557 |
|
|
|
(7 |
)% |
|
|
(12 |
)% |
Share-based compensation expense |
|
|
3,513 |
|
|
|
4,683 |
|
|
|
(25 |
)% |
|
|
(28 |
)% |
Operational reorganization and severance expense(3) |
|
|
4,023 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Impairment of long-lived assets(4) |
|
|
14,068 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Adjusted EBITDA |
|
$ |
48,281 |
|
|
$ |
35,055 |
|
|
|
38 |
% |
|
|
31 |
% |
The computation of House-Level Contribution and Other Contribution is set forth below:
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
37,884 |
|
|
$ |
(27,386 |
) |
|
n/m |
|
|
$ |
(33,721 |
) |
|
n/m |
|
||
General and administrative |
|
|
39,672 |
|
|
|
35,564 |
|
|
|
12 |
% |
|
|
37,297 |
|
|
|
6 |
% |
Pre-opening expenses |
|
|
2,561 |
|
|
|
5,094 |
|
|
|
(50 |
)% |
|
|
5,342 |
|
|
|
(52 |
)% |
Depreciation and amortization |
|
|
26,017 |
|
|
|
24,503 |
|
|
|
6 |
% |
|
|
25,697 |
|
|
|
1 |
% |
Share-based compensation |
|
|
3,513 |
|
|
|
4,683 |
|
|
|
(25 |
)% |
|
|
4,911 |
|
|
|
(28 |
)% |
Foreign exchange (gain) loss, net |
|
|
(39,591 |
) |
|
|
30,698 |
|
|
n/m |
|
|
|
32,193 |
|
|
n/m |
|
||
Loss on impairment of long-lived assets |
|
|
14,068 |
|
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
3,775 |
|
|
|
617 |
|
|
n/m |
|
|
|
647 |
|
|
n/m |
|
||
Non-House membership revenues |
|
|
(8,427 |
) |
|
|
(8,084 |
) |
|
|
(4 |
)% |
|
|
(8,478 |
) |
|
|
1 |
% |
Other revenues |
|
|
(105,316 |
) |
|
|
(86,115 |
) |
|
|
(22 |
)% |
|
|
(89,567 |
) |
|
|
(18 |
)% |
Other operating expenses |
|
|
86,679 |
|
|
|
72,383 |
|
|
|
20 |
% |
|
|
75,909 |
|
|
|
14 |
% |
House-Level Contribution |
|
$ |
60,835 |
|
|
$ |
51,957 |
|
|
|
17 |
% |
|
$ |
50,230 |
|
|
|
21 |
% |
Operating income (loss) margin |
|
|
11 |
% |
|
|
(9 |
)% |
|
|
|
|
|
(9 |
)% |
|
|
|
||
House-Level Contribution Margin |
|
|
28 |
% |
|
|
26 |
% |
|
|
|
|
|
26 |
% |
|
|
|
||
65
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Membership revenues |
|
$ |
107,394 |
|
|
$ |
92,049 |
|
|
|
17 |
% |
|
$ |
94,411 |
|
|
|
14 |
% |
Less: Non-House membership revenues |
|
|
(8,427 |
) |
|
|
(8,084 |
) |
|
|
(4 |
)% |
|
|
(8,478 |
) |
|
|
1 |
% |
House Membership revenues |
|
|
98,967 |
|
|
|
83,965 |
|
|
|
18 |
% |
|
|
85,933 |
|
|
|
15 |
% |
Add: In-House revenues |
|
|
120,658 |
|
|
|
115,223 |
|
|
|
5 |
% |
|
|
118,700 |
|
|
|
2 |
% |
Total House revenues |
|
|
219,625 |
|
|
|
199,188 |
|
|
|
10 |
% |
|
|
204,633 |
|
|
|
7 |
% |
Less: In-House operating expenses |
|
|
158,790 |
|
|
|
147,231 |
|
|
|
8 |
% |
|
|
154,403 |
|
|
|
3 |
% |
House-Level Contribution |
|
$ |
60,835 |
|
|
$ |
51,957 |
|
|
|
17 |
% |
|
$ |
50,230 |
|
|
|
21 |
% |
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
37,884 |
|
|
$ |
(27,386 |
) |
|
n/m |
|
|
$ |
(33,721 |
) |
|
n/m |
|
||
General and administrative |
|
|
39,672 |
|
|
|
35,564 |
|
|
|
12 |
% |
|
|
37,297 |
|
|
|
6 |
% |
Pre-opening expenses |
|
|
2,561 |
|
|
|
5,094 |
|
|
|
(50 |
)% |
|
|
5,342 |
|
|
|
(52 |
)% |
Depreciation and amortization |
|
|
26,017 |
|
|
|
24,503 |
|
|
|
6 |
% |
|
|
25,697 |
|
|
|
1 |
% |
Share-based compensation |
|
|
3,513 |
|
|
|
4,683 |
|
|
|
(25 |
)% |
|
|
4,911 |
|
|
|
(28 |
)% |
Foreign exchange loss, net |
|
|
(39,591 |
) |
|
|
30,698 |
|
|
n/m |
|
|
|
32,193 |
|
|
n/m |
|
||
Loss on impairment of long-lived assets |
|
|
14,068 |
|
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
3,775 |
|
|
|
617 |
|
|
n/m |
|
|
|
647 |
|
|
n/m |
|
||
House membership revenues |
|
|
(98,967 |
) |
|
|
(83,965 |
) |
|
|
18 |
% |
|
|
(85,933 |
) |
|
|
(15 |
)% |
In-House revenues |
|
|
(120,658 |
) |
|
|
(115,223 |
) |
|
|
(5 |
)% |
|
|
(118,700 |
) |
|
|
(2 |
)% |
In-House operating expenses |
|
|
158,790 |
|
|
|
147,231 |
|
|
|
8 |
% |
|
|
154,403 |
|
|
|
3 |
% |
Total Other Contribution |
|
$ |
27,064 |
|
|
$ |
21,816 |
|
|
|
24 |
% |
|
$ |
22,136 |
|
|
|
22 |
% |
Operating income (loss) margin |
|
|
11 |
% |
|
|
(9 |
)% |
|
|
|
|
|
(9 |
)% |
|
|
|
||
Other Contribution Margin |
|
|
24 |
% |
|
|
23 |
% |
|
|
|
|
|
23 |
% |
|
|
|
||
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Other Contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-House membership revenues |
|
$ |
8,427 |
|
|
$ |
8,084 |
|
|
|
4 |
% |
|
$ |
8,478 |
|
|
|
-1 |
% |
Add: other revenues |
|
|
105,316 |
|
|
|
86,115 |
|
|
|
22 |
% |
|
|
89,567 |
|
|
|
18 |
% |
Less: other operating expenses |
|
|
86,679 |
|
|
|
72,383 |
|
|
|
20 |
% |
|
|
75,909 |
|
|
|
14 |
% |
Other Contribution |
|
$ |
27,064 |
|
|
$ |
21,816 |
|
|
|
24 |
% |
|
$ |
22,136 |
|
|
|
22 |
% |
66
For the 39 weeks ended September 29, 2024 and October 1, 2023
A reconciliation of Net Loss to adjusted EBITDA is set forth below for the periods specified:
|
|
For the 39 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||
Net income (loss) |
|
$ |
(71,345 |
) |
|
$ |
(67,978 |
) |
|
|
(5 |
)% |
|
|
(2 |
)% |
Depreciation and amortization |
|
|
76,642 |
|
|
|
74,162 |
|
|
|
3 |
% |
|
|
0 |
% |
Interest expense, net |
|
|
61,846 |
|
|
|
59,527 |
|
|
|
4 |
% |
|
|
1 |
% |
Income tax expense |
|
|
13,697 |
|
|
|
5,386 |
|
|
n/m |
|
|
n/m |
|
||
EBITDA |
|
|
80,840 |
|
|
|
71,097 |
|
|
|
14 |
% |
|
|
10 |
% |
Gain on sale of property and other, net |
|
|
62 |
|
|
|
(596 |
) |
|
n/m |
|
|
n/m |
|
||
Share of income of equity method investments |
|
|
(3,645 |
) |
|
|
(4,411 |
) |
|
|
17 |
% |
|
|
20 |
% |
Foreign exchange (gain) loss, net(2) |
|
|
(28,937 |
) |
|
|
(3,899 |
) |
|
n/m |
|
|
n/m |
|
||
Share of equity method investments adjusted EBITDA |
|
|
6,918 |
|
|
|
7,265 |
|
|
|
(5 |
)% |
|
|
(8 |
)% |
Share-based compensation expense |
|
|
15,150 |
|
|
|
16,186 |
|
|
|
(6 |
)% |
|
|
(9 |
)% |
Expenses related to shareholder activism(3) |
|
|
1,885 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Expenses related to the evaluation of certain strategic transactions(4) |
|
|
2,424 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Operational reorganization and severance expense(5) |
|
|
6,137 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Impairment of long-lived assets(6) |
|
|
14,068 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Impairment relating to intangible assets(7) |
|
|
4,710 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Adjusted EBITDA |
|
$ |
99,612 |
|
|
$ |
85,642 |
|
|
|
16 |
% |
|
|
13 |
% |
The computation of House-Level Contribution and Other Contribution is set forth below:
67
|
|
For the 39 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
615 |
|
|
$ |
(8,072 |
) |
|
n/m |
|
|
$ |
(18,183 |
) |
|
n/m |
|
||
General and administrative |
|
|
112,770 |
|
|
|
103,381 |
|
|
|
9 |
% |
|
|
106,543 |
|
|
|
6 |
% |
Pre-opening expenses |
|
|
13,958 |
|
|
|
14,369 |
|
|
|
(3 |
)% |
|
|
14,808 |
|
|
|
(6 |
)% |
Depreciation and amortization |
|
|
76,642 |
|
|
|
74,162 |
|
|
|
3 |
% |
|
|
76,430 |
|
|
|
0 |
% |
Share-based compensation |
|
|
15,150 |
|
|
|
16,186 |
|
|
|
(6 |
)% |
|
|
16,681 |
|
|
|
(9 |
)% |
Foreign exchange (gain) loss, net |
|
|
(28,937 |
) |
|
|
(3,899 |
) |
|
n/m |
|
|
|
(4,018 |
) |
|
n/m |
|
||
Loss on impairment of long-lived assets |
|
|
14,068 |
|
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
13,738 |
|
|
|
1,625 |
|
|
n/m |
|
|
|
1,675 |
|
|
n/m |
|
||
Non-House membership revenues |
|
|
(24,946 |
) |
|
|
(23,371 |
) |
|
|
(7 |
)% |
|
|
(24,086 |
) |
|
|
(4 |
)% |
Other revenues |
|
|
(231,356 |
) |
|
|
(216,225 |
) |
|
|
(7 |
)% |
|
|
(221,277 |
) |
|
|
(5 |
)% |
Other operating expenses |
|
|
206,015 |
|
|
|
192,739 |
|
|
|
7 |
% |
|
|
198,634 |
|
|
|
4 |
% |
House-Level Contribution |
|
$ |
167,717 |
|
|
$ |
150,895 |
|
|
|
11 |
% |
|
$ |
147,207 |
|
|
|
14 |
% |
Operating income (loss) margin |
|
|
0 |
% |
|
|
(1 |
)% |
|
|
|
|
|
(1 |
)% |
|
|
|
||
House-Level Contribution Margin |
|
|
26 |
% |
|
|
25 |
% |
|
|
|
|
|
25 |
% |
|
|
|
||
|
|
For the 39 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Membership revenues |
|
$ |
308,690 |
|
|
$ |
262,062 |
|
|
|
18 |
% |
|
$ |
266,231 |
|
|
|
16 |
% |
Less: Non-House membership revenues |
|
|
(24,946 |
) |
|
|
(23,371 |
) |
|
|
(7 |
)% |
|
|
(24,086 |
) |
|
|
(4 |
)% |
House Membership revenues |
|
|
283,744 |
|
|
|
238,691 |
|
|
|
19 |
% |
|
|
242,145 |
|
|
|
17 |
% |
Add: In-House revenues |
|
|
358,213 |
|
|
|
356,862 |
|
|
|
0 |
% |
|
|
363,319 |
|
|
|
(1 |
)% |
Total House revenues |
|
|
641,957 |
|
|
|
595,553 |
|
|
|
8 |
% |
|
|
605,464 |
|
|
|
6 |
% |
Less: In-House operating expenses |
|
|
474,240 |
|
|
|
444,658 |
|
|
|
7 |
% |
|
|
458,257 |
|
|
|
3 |
% |
House-Level Contribution |
|
$ |
167,717 |
|
|
$ |
150,895 |
|
|
|
11 |
% |
|
$ |
147,207 |
|
|
|
14 |
% |
|
|
For the 39 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
615 |
|
|
$ |
(8,072 |
) |
|
n/m |
|
|
$ |
(18,183 |
) |
|
n/m |
|
||
General and administrative |
|
|
112,770 |
|
|
|
103,381 |
|
|
|
9 |
% |
|
|
106,543 |
|
|
|
6 |
% |
Pre-opening expenses |
|
|
13,958 |
|
|
|
14,369 |
|
|
|
(3 |
)% |
|
|
14,808 |
|
|
|
(6 |
)% |
Depreciation and amortization |
|
|
76,642 |
|
|
|
74,162 |
|
|
|
3 |
% |
|
|
76,430 |
|
|
|
0 |
% |
Share-based compensation |
|
|
15,150 |
|
|
|
16,186 |
|
|
|
(6 |
)% |
|
|
16,681 |
|
|
|
(9 |
)% |
Foreign exchange loss, net |
|
|
(28,937 |
) |
|
|
(3,899 |
) |
|
n/m |
|
|
|
(4,018 |
) |
|
n/m |
|
||
Loss on impairment of long-lived assets |
|
|
14,068 |
|
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
13,738 |
|
|
|
1,625 |
|
|
n/m |
|
|
|
1,675 |
|
|
n/m |
|
||
House membership revenues |
|
|
(283,744 |
) |
|
|
(238,691 |
) |
|
|
(19 |
)% |
|
|
(242,145 |
) |
|
|
(17 |
)% |
In-House revenues |
|
|
(358,213 |
) |
|
|
(356,862 |
) |
|
|
(0 |
)% |
|
|
(363,319 |
) |
|
|
1 |
% |
In-House operating expenses |
|
|
474,240 |
|
|
|
444,658 |
|
|
|
7 |
% |
|
|
458,257 |
|
|
|
3 |
% |
Total Other Contribution |
|
$ |
50,287 |
|
|
$ |
46,857 |
|
|
|
7 |
% |
|
$ |
46,729 |
|
|
|
8 |
% |
Operating income (loss) margin |
|
|
0 |
% |
|
|
(1 |
)% |
|
|
|
|
|
(1 |
)% |
|
|
|
||
Other Contribution Margin |
|
|
20 |
% |
|
|
20 |
% |
|
|
|
|
|
20 |
% |
|
|
|
||
68
|
|
For the 39 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 29, |
|
|
October 1, |
|
|
Change % |
|
|
October 1, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Other Contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-House membership revenues |
|
$ |
24,946 |
|
|
$ |
23,371 |
|
|
|
7 |
% |
|
$ |
24,086 |
|
|
|
4 |
% |
Add: other revenues |
|
|
231,356 |
|
|
|
216,225 |
|
|
|
7 |
% |
|
|
221,277 |
|
|
|
5 |
% |
Less: other operating expenses |
|
|
206,015 |
|
|
|
192,739 |
|
|
|
7 |
% |
|
|
198,634 |
|
|
|
4 |
% |
Other Contribution |
|
$ |
50,287 |
|
|
$ |
46,857 |
|
|
|
7 |
% |
|
$ |
46,729 |
|
|
|
8 |
% |
Liquidity and Capital Resources
Liquidity is the ability to generate sufficient cash flows to meet the cash requirements of our business operations. Our principal sources of liquidity are operating cash flows, holdings of cash and cash equivalents and availability under our Revolving Credit Facility. As of September 29, 2024, we maintained a cash and cash equivalents balance of $143 million and a restricted cash balance of $4 million.
Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our ongoing capital expenditures are principally related to opening new Houses, refurbishing and maintaining the existing House portfolio as well as investments in our corporate technology infrastructure to support our digital strategy and technology infrastructure.
In a given year, our primary cash inflows and outflows relate to the following:
On February 9, 2024, the Company’s board and a relevant sub-committee authorized and approved a new stock repurchase program for up to $50 million of the currently outstanding shares of the Company’s Class A common stock. During the 13 weeks and 39 weeks ended September 29, 2024, the Company repurchased a total of 2,269,130 shares of Class A common stock for $13 million and 3,160,175 shares for $17 million, respectively, including commissions, under the new program. The repurchased shares are held as treasury shares by the Company.
We believe our existing cash and marketable securities balances will be sufficient to fund our operating and finance lease obligations, capital expenditures and working capital needs for at least the next 12 months and the foreseeable future.
Cash Flows and Working Capital
The following table provides a summary of cash flow data for the periods presented:
|
|
For the 39 Weeks Ended |
|
|||||
|
|
September 29, |
|
|
October 1, |
|
||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||
Net cash generated by (used in) |
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
$ |
62,794 |
|
|
$ |
28,690 |
|
Net cash provided by (used in) investing activities |
|
|
(57,375 |
) |
|
|
(62,104 |
) |
Net cash provided by (used in) financing activities |
|
|
(21,503 |
) |
|
|
5,531 |
|
Effect of exchange rates on cash and cash equivalents |
|
|
1,599 |
|
|
|
(97 |
) |
Net (decrease) increase in cash and cash equivalents |
|
$ |
(14,485 |
) |
|
$ |
(27,980 |
) |
Net Cash Used in Operating Activities
The primary cash inflows from operating activities include Membership Revenues, In-House Revenues and Other Revenues, such as the sale of retail products. The primary cash outflows from operating activities include general operating expenses and interest payments.
For the 39 weeks ended September 29, 2024, we had a $62,794 inflow of cash from operating activities, which includes a net loss of $71,345, depreciation and amortization of $76,642, and a favorable net working capital change of $34,549.
For the 39 weeks ended October 1, 2023, we had a $28,690 inflow of cash from operating activities, which includes a net loss of $67,978, depreciation and amortization of $74,162, and an unfavorable net working capital change of $16,422.
69
Net Cash Used in Investing Activities
The primary cash inflows from investing activities include the cash proceeds from the sale of assets. The primary cash outflows from investing activities include the purchase of property and equipment and intangibles.
For the 39 weeks ended September 29, 2024, we had a $57,375 outflow of cash from investing activities, primarily due to purchases of property and equipment of $55,833 and purchases of intangible assets of $12,237 offset by a repayment from equity method investees of $10,695.
For the 39 weeks ended October 1, 2023, we had a $62,104 outflow of cash from investing activities, primarily due to purchases of property and equipment of $49,631 and purchases of intangible assets of $13,989.
Net Cash Provided by Financing Activities
The primary cash inflows from financing activities include proceeds from borrowings. The primary cash outflows from financing activities include principal payments on borrowings and purchase of treasury stock.
For the 39 weeks ended September 29, 2024, we had a $21,503 outflow of cash from financing activities, primarily due to the purchase of treasury stock of $17,396 and distributions to noncontrolling interest of $3,697.
For the 39 weeks ended October 1, 2023, we had a $5,531 inflow of cash from financing activities, primarily due to the repayment of borrowings of $117,350 and proceeds from borrowings of $140,000.
Cash Requirements from Contractual and Other Obligations
As of September 29, 2024, there have been no material changes outside the ordinary course of business to our contractual obligations from those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Critical Accounting Estimates and Judgments
Management’s discussion and analysis of the financial condition and results of operations is based on the financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The estimates are based on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Emerging Growth Company Status
We are an ‘emerging growth company,’ as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not ‘emerging growth companies,’ including, but not limited to: presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley; having reduced disclosure obligations regarding executive compensation in our periodic reports and proxy or information statements; being exempt from the requirements to hold a non-binding advisory vote on executive compensation or seek stockholder approval of any golden parachute payments not previously approved; and not being required to adopt certain accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
70
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk has not materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Foreign Exchange Risk
We principally operate in the UK and The Americas, although we have significant operations in Europe. Therefore, we are exposed to reporting foreign exchange risk in Pound sterling and Euros.
We have not, to date, used any material financial instruments to mitigate our foreign exchange risk. The directors and management will keep this situation under review. As income is received and suppliers paid in respect of the UK and European operation in Pound sterling or Euros, respectively, this acts as a natural hedge against foreign exchange risk.
If the USD had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $6 million lower and approximately $7 million higher, respectively, and Net Loss would have been approximately less than $1 million higher and approximately less than $1 million lower, respectively, for the 13 weeks ended September 29, 2024.
If the Euro had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $2 million higher and approximately $2 million lower, respectively, and Net Loss would have been approximately less than $1 million lower and approximately less than $1 million higher, respectively, for the 13 weeks ended September 29, 2024.
If the USD had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $47 million lower and approximately $52 million higher, respectively, and Net Loss would have been approximately $3 million lower and approximately $3 million higher, respectively, for the 39 weeks ended September 29, 2024.
If the Euro had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $13 million higher and approximately $11 million lower, respectively, and Net Loss would have been approximately less than $1 million lower and approximately less than $1 million higher, respectively, for the 39 weeks ended September 29, 2024.
Concentration of Credit Risk
Credit risk is the risk of loss from amounts owed by financial counter-parties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject us to credit risk consist of cash equivalents and accounts receivable.
We maintain cash and cash equivalents with major financial institutions. Our cash and cash equivalents consist of bank deposits held with banks, and money market funds that, at times, exceed federally or locally insured limits. We limit our credit risk by dealing with customers, counterparties and institutions that are considered to be of high credit quality and by performing periodic evaluations of accounts receivable and investments and of the relative credit standing of our customers, counterparties and financial institutions, as applicable.
Liquidity Risk
We seek to manage our financial risks to ensure that sufficient liquidity is available to meet our foreseeable needs. We believe we have significant flexibility to control our capital expenditure commitments in new House developments through different investment formats. As of September 29, 2024, we had $143 million in cash and cash equivalents on the balance sheet, $4 million of restricted cash and £71 million ($95 million) undrawn on the Revolving Credit Facility (subject to complying with our covenants) to meet our funding needs.
Cash Flow and Fair Value Interest Rate Risk
We have historically financed our operations through a mixture of bank borrowings and bond notes which are generally fixed, and expect to finance our operations through operating cash flows and availability under our Revolving Credit Facility. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities.
Inflation Risk
Inflation has an impact on food, utilities, labor, rent, and other costs which materially impact operations. Severe increases in inflation could have an adverse impact on our business, financial condition and results of operations. If several of the various costs in our business experience inflation at the same time, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand.
Commodity Price Risks
We are exposed to commodity price risks specially foodstuffs, natural gas and oil. Many of the ingredients we use to prepare our food and beverages are commodities or are affected by the price of other commodities. Factors that affect the price of commodities are generally outside of our control and include foreign currency exchange rates, foreign and domestic supply and demand, inflation, weather, the geopolitical situation, and seasonality.
71
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management concluded that as of September 29, 2024 our disclosure controls and procedures were not effective at the reasonable assurance level, due to material weaknesses in our internal control over financial reporting, to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As described in Note 17, Revision of Prior Period Financial Statements, included in this Form 10-Q, Management identified misstatements in its previously issued consolidated financial statements as of and for the 52-week period ended December 31, 2023 (“Fiscal 2023”) and January 1, 2023 (“Fiscal 2022”); the unaudited condensed consolidated financial statements as of and for the 13-week periods ended March 31, 2024 (“Q1 2024”)and April 2, 2023 (“Q1 2023”); the unaudited condensed consolidated financial statements as of and for the 13-week and 26-week periods ended June 30,2024 (“Q2 2024”) and July 2, 2023 (“Q2 2023”); and the unaudited condensed consolidated financial statements as of and for the 13-week and 39-week periods ended October 1, 2023 (“Q3 2023”). The Company assessed the materiality of the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletins (“SAB”) No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. The Company determined the impacts of these misstatements were not material to the financial statements for all prior periods identified above. For comparative purposes, the Company has made corrections to the condensed consolidated financial statements and applicable notes for the prior periods presented in this Form 10-Q. Further, the Company included details of the corrections on all impacted prior periods (as listed above) and financial statement line items in Note 17, Revision of Prior Period Financial Statements, in this Form 10-Q
As disclosed in our Annual Report in Form 10-K for the fiscal year ended December 31, 2023, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 31, 2023, because of the identification of two material weaknesses identified in our internal control over financial reporting. The material weaknesses related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience with the application of US generally accepted accounting principles ("GAAP") and with our financial reporting requirements; and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions, including IT general controls, were either not designed and in place, or not operating effectively. These material weaknesses resulted in adjustments to our financial statements and included lease accounting, income tax accounting, impairment of long-lived assets accounting, related party transactions and disclosures and balance sheet reclassifications during the course of the audit process.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the 39 weeks ended September 29, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures and internal control over financial reporting, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and our management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures and internal control over financial reporting also are based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
72
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time we are subject to legal proceedings and claims that arise in the ordinary course of business. At present, we are not a party to any litigation other than litigation in the ordinary course of business. We do not expect that the ultimate outcome of any of the currently ongoing legal proceedings, individually or collectively, will have a significant adverse effect on our business, financial condition, results of operations or cash flows.
However, the results of litigation and arbitration are inherently unpredictable and the possibility exists that the ultimate resolution of matters to which we are or could become subject could result in a material adverse effect on our business, financial condition, results of operations and cash flows.
Item 1A. Risk Factors.
You should carefully consider the risk factors discussed in section “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial position, or future results of operations. There have been no material changes to the risk factors described in our Annual Report on Form 10-K, except as described below. The risks described in our Annual Report Form 10-K are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial, may also arise and materially impact our business. If any of these risks occur, our business, results of operations and financial condition could be materially and adversely affected and the trading price of our common stock could decline.
We identified material weaknesses in connection with our internal control over financial reporting. Although we are taking steps to remediate these material weaknesses, there is no assurance we will be successful in doing so in a timely manner, or at all, and we may identify other material weaknesses.
In connection with the audits of our consolidated financial statements for fiscal 2023, fiscal 2022 and fiscal 2021, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. The material weaknesses related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience with the application of US generally accepted accounting principles ("GAAP") and with our financial reporting requirements; and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions, including IT general controls, were either not designed and in place, or not operating effectively. These material weaknesses resulted in adjustments to our financial statements and included lease accounting, income tax accounting, impairment of long-lived assets accounting, related party transactions and disclosures and balance sheet reclassifications during the course of the audit process.
In connection with ongoing remediation efforts including the process of our replacement of our legacy financial system with a new ERP system, management identified misstatements and confirmed previously uncorrected immaterial misstatements in its previously issued financial statements for fiscal 2023, fiscal 2022, the interim periods within these fiscal years, Q1 2024 and Q2 2024 as a result of manual processes and the material weaknesses over our accounting and internal controls described above.
Remediation Efforts to Address the Previously Disclosed Material Weakness
The Company has devoted, and will continue to devote, significant time and resources to complete its remediation of the material weaknesses. The following components of the ongoing remediation plan, among others, are:
Further, the Company is focused on continuing to bolster its Transformation and Finance teams including by hiring a Chief Transformation Officer (November 2024) to lead the ERP system implementation and a number of personnel with a higher level of knowledge and experience including application of US GAAP, internal audit and SOX compliance.
The Company considers that the actions described above are comprehensive and will remediate the material weaknesses and strengthen the Company’s internal control over financial reporting. Given the Company is still in the process of recruiting experienced accounting staff and implementing the new ERP system, the Company believes that additional time will be beneficial to demonstrate that the new personnel, in conjunction with the new system, have the ability to consistently perform their responsibilities to ensure that the material weaknesses have been fully remediated. Therefore, the Company has concluded that these material weaknesses will not be considered fully remediated until the remediation actions, including those above, have operated effectively for a sufficient period of time and have been sufficiently tested.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, we are required to furnish a report by our management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act. Additional control deficiencies may in the future be identified by our management or independent registered public accounting firm, and such control deficiencies may also represent one or more material weaknesses in addition to those previously identified. We are currently in the process of remediating these material weaknesses and we are taking steps that we believe will address their underlying causes. We have enlisted the help of external consultants to provide assistance in the areas of internal controls and financial reporting in the short term, and are evaluating the longer-term resource needs of our accounting staff, including GAAP expertise. These remediation measures may be time-consuming and costly, and might place
73
significant demands on our financial, accounting and operational resources. In addition, there is no assurance that we will be successful in hiring any necessary finance and accounting personnel in a timely manner, or at all.
Assessing our procedures to improve our internal control over financial reporting is an ongoing process. We can provide no assurance that our remediation efforts described herein will be successful and that we will not have material weaknesses in the future. Any material weaknesses we identify could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements as well as subject us to increased regulatory inquiry and shareholder litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Sales of Unregistered Securities
None.
(b) Use of Proceeds from Public Offering of Common Stock
None.
(c) Issuer Purchases of Equity Securities
The following table sets forth information regarding our purchases of shares of our common stock during the 13 weeks ended September 29, 2024:
Period |
Total Number of Shares Purchased |
|
Average Price Paid per Share(1) |
|
Total Number of Shares Purchased as Part of Publicly Announced Program(2) |
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2) (in millions) |
|
||||
July 1, 2024 through July 28, 2024 |
|
957,604 |
|
$ |
6.20 |
|
|
1,848,649 |
|
$ |
40 |
|
July 29, 2024 through August 25, 2024 |
|
1,043,413 |
|
|
5.29 |
|
|
2,892,062 |
|
|
34 |
|
August 26, 2024 through September 29, 2024 |
|
268,113 |
|
|
6.18 |
|
|
3,160,175 |
|
|
33 |
|
Total |
|
2,269,130 |
|
$ |
5.59 |
|
|
|
|
|
||
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
74
Item 6. Exhibits.
Exhibit |
|
Description |
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
104 |
|
Cover page formatted as Inline XBRL and contained in Exhibit 101. |
* Filed herewith.
75
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Soho House & Co Inc. |
||
|
|
|
|
|||
Date: December 20, 2024 |
|
|
|
By: |
|
/s/ Andrew Carnie |
|
|
|
|
|
|
Andrew Carnie |
|
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
|||
Date: December 20, 2024 |
|
|
|
By: |
|
/s/ Thomas Allen |
|
|
|
|
|
|
Thomas Allen |
|
|
|
|
|
|
Chief Financial Officer |
76