Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 03, 2021 | Nov. 17, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 3, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --01-03 | |
Amendment Flag | false | |
Entity Registrant Name | Membership Collective Group Inc. | |
Entity Central Index Key | 0001846510 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40605 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 86-3664553 | |
Entity Address, Address Line One | 180 Strand | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | WC2R 1EA | |
Entity Address, Country | GB | |
City Area Code | 0207 | |
Local Phone Number | 8512 300 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Trading Symbol | MCG | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Entity Common Stock, Shares Outstanding | 61,029,730 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Current assets | ||
Cash and cash equivalents | $ 259,341 | $ 52,887 |
Restricted cash | 9,481 | 7,083 |
Accounts receivable, net | 21,572 | 9,659 |
Inventories | 26,606 | 22,551 |
Prepaid expenses and other current assets | 60,791 | 43,563 |
Total current assets | 377,791 | 135,743 |
Property and equipment, net | 674,613 | 669,650 |
Operating lease assets | 959,236 | 961,787 |
Goodwill | 214,991 | 201,482 |
Other intangible assets, net | 130,887 | 107,844 |
Equity method investments | 20,508 | 24,102 |
Deferred tax assets | 229 | 377 |
Other non-current assets | 5,185 | 3,460 |
Total non-current assets | 2,005,649 | 1,968,702 |
Total assets | 2,383,440 | 2,104,445 |
Current liabilities | ||
Accounts payable | 59,792 | 61,540 |
Accrued liabilities | 75,231 | 72,891 |
Current portion of deferred revenue | 75,464 | 54,646 |
Indirect and employee taxes payable | 27,750 | 15,743 |
Current portion of debt, net of debt issuance costs | 3,903 | 88,802 |
Current portion of related party loans | 21,565 | 611 |
Other current liabilities | 42,843 | 38,584 |
Total current liabilities | 339,516 | 359,458 |
Debt, net of current portion and debt issuance costs | 454,633 | 574,580 |
Property mortgage loans, net of debt issuance costs | 114,947 | 114,798 |
Related party loans, net of current portion and imputed interest | 0 | 17,595 |
Finance lease liabilities | 72,284 | 73,558 |
Financing obligation | 75,622 | 74,161 |
Deferred revenue, net of current portion | 23,727 | 23,959 |
Deferred tax liabilities | 3,357 | 1,299 |
Other non-current liabilities | 326 | 368 |
Total non-current liabilities | 1,818,870 | 1,943,875 |
Total liabilities | 2,158,386 | 2,303,333 |
Senior convertible preference shares, 1 par value, no shares authorized, issued or outstanding as of October 3, 2021 and January 3, 2021; redeemable preferred shares, 1 par value, no shares issued or outstanding as of October 3, 2021; 10,000,000 shares issued and outstanding as of January 3, 2021 (Note 15) | 0 | 14,700 |
Redeemable C ordinary shares, £1 par value; 45,000,000 shares authorized, 21,187,494 shares issued and outstanding as of July 4, 2021, and 25,000,000 shares authorized, 16,435,997 shares issued and outstanding as of January 3, 2021 (Note 16) | 0 | 160,405 |
Shareholders' equity (deficit) | ||
Ordinary shares | 0 | 265,181 |
Additional paid-in capital | 1,182,342 | 72,755 |
Accumulated deficit | (979,930) | (757,103) |
Accumulated other comprehensive income (loss) | 13,675 | (13,257) |
Noncontrolling interest | 6,942 | 58,431 |
Total shareholders' equity (deficit) | 225,054 | (373,993) |
Total liabilities, redeemable shares and shareholders' equity (deficit) | 2,383,440 | 2,104,445 |
Class A Common Stock [Member] | ||
Shareholders' equity (deficit) | ||
Ordinary shares | 2,025 | 0 |
Parent [Member] | ||
Shareholders' equity (deficit) | ||
Total shareholders' equity (deficit) attributable to Membership Collective Group Inc. | 218,112 | (432,424) |
Total shareholders' equity (deficit) | 218,112 | (432,424) |
Sites Trading Less Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities | 216 | 605 |
Related party loans, net of current portion and imputed interest | 0 | 17,595 |
Operating lease liabilities, net of current portion | 124,054 | 68,708 |
Sites Trading More Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities | 32,752 | 26,036 |
Operating lease liabilities, net of current portion | $ 949,920 | $ 994,849 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Oct. 03, 2021£ / sharesshares | Oct. 03, 2021$ / sharesshares | Jan. 03, 2021£ / sharesshares | Jan. 03, 2021$ / sharesshares |
Senior Convertible Preference Share [Member] | ||||
Preferred stock, Par value | £ / shares | £ 1 | £ 1 | ||
Preferred stock, Shares authorized | 0 | 0 | 0 | 0 |
Preferred stock, Shares issued | 0 | 0 | 0 | 0 |
Redeemable Preferred Share [Member] | ||||
Preferred stock, Par value | £ / shares | £ 1 | £ 1 | ||
Preferred stock, Shares issued | 0 | 0 | 10,000,000 | 10,000,000 |
Preferred stock, Shares outstanding | 0 | 0 | 10,000,000 | 10,000,000 |
Redeemable Class C Common Stock [Member] | ||||
Temporary Equity, Par value | £ / shares | £ 1 | £ 1 | ||
Temporary Equity, Shares authorized | 0 | 0 | 25,000,000 | 25,000,000 |
Temporary Equity, Shares issued | 0 | 0 | 16,435,997 | 16,435,997 |
Temporary Equity, Shares outstanding | 0 | 0 | 16,435,997 | 16,435,997 |
Common Class A [Member] | ||||
Common stock, Par value | $ / shares | $ 0.01 | $ 0.01 | ||
Common stock, Shares authorized | 1,000,000,000 | 1,000,000,000 | 0 | 0 |
Common stock, Shares issued | 61,029,730 | 61,029,730 | 0 | 0 |
Common stock, Shares outstanding | 61,029,730 | 61,029,730 | 0 | 0 |
Common Class A [Member] | Ordinary Shares [Member] | ||||
Common stock, Par value | £ / shares | £ 1 | £ 1 | ||
Common stock, Shares authorized | 0 | 0 | 168,286,537 | 168,286,537 |
Common stock, Shares issued | 0 | 0 | 166,575,991 | 166,575,991 |
Common stock, Shares outstanding | 0 | 0 | 166,575,991 | 166,575,991 |
Common Class B [Member] | ||||
Common stock, Par value | $ / shares | $ 0.01 | $ 0.01 | ||
Common stock, Shares authorized | 500,000,000 | 500,000,000 | 0 | 0 |
Common stock, Shares issued | 141,500,385 | 141,500,385 | 0 | 0 |
Common stock, Shares outstanding | 141,500,385 | 141,500,385 | 0 | 0 |
Common Class B [Member] | Ordinary Shares [Member] | ||||
Common stock, Par value | £ / shares | £ 0.0001 | £ 0.0001 | ||
Common stock, Shares authorized | 0 | 0 | 4,469,417 | 4,469,417 |
Common stock, Shares issued | 0 | 0 | 4,469,417 | 4,469,417 |
Common stock, Shares outstanding | 0 | 0 | 4,469,417 | 4,469,417 |
Common Class C [Member] | Ordinary Shares [Member] | ||||
Common stock, Par value | £ / shares | £ 1 | £ 1 | ||
Common stock, Shares authorized | 0 | 0 | 1,710,546 | 1,710,546 |
Common stock, Shares issued | 0 | 0 | 1,710,546 | 1,710,546 |
Common stock, Shares outstanding | 0 | 0 | 1,710,546 | 1,710,546 |
Common Class C Two [Member] | Ordinary Shares [Member] | ||||
Common stock, Par value | £ / shares | £ 1 | £ 1 | ||
Common stock, Shares authorized | 0 | 0 | 10,521,415 | 10,521,415 |
Common stock, Shares issued | 0 | 0 | 10,521,415 | 10,521,415 |
Common stock, Shares outstanding | 0 | 0 | 10,521,415 | 10,521,415 |
Common Class D [Member] | Ordinary Shares [Member] | ||||
Common stock, Par value | £ / shares | £ 0.0001 | £ 0.0001 | ||
Common stock, Shares authorized | 0 | 0 | 3,991,256 | 3,991,256 |
Common stock, Shares issued | 0 | 0 | 2,850,897 | 2,850,897 |
Common stock, Shares outstanding | 0 | 0 | 2,850,897 | 2,850,897 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Revenues | ||||
Total revenues | $ 179,559 | $ 114,179 | $ 376,039 | $ 312,735 |
Operating expenses | ||||
In-House operating expenses (exclusive of depreciation and amortization of $15,828 and $11,286 for the 13 weeks ended July 4, 2021 and June 28, 2020, respectively, and $26,690 and $21,323 for the 26 weeks ended July 4, 2021 and June 28, 2020, respectively) | (89,340) | (45,432) | (205,579) | (170,095) |
Other operating expenses (exclusive of depreciation and amortization of $6,077 and $4,890 for the 13 weeks ended July 4, 2021 and June 28, 2020, respectively, and $13,060 and $9,802 for the 26 weeks ended July 4, 2021 and June 28, 2020, respectively) | (54,379) | (45,078) | (123,257) | (90,768) |
General and administrative expenses | (24,369) | (17,336) | (60,374) | (57,185) |
Pre-opening expenses | (4,672) | (4,588) | (15,990) | (15,976) |
Depreciation and amortization | (21,500) | (15,825) | (61,250) | (46,950) |
Share-based compensation | (15,281) | (642) | (19,958) | (642) |
Foreign exchange (loss) gain, net | (14,599) | 1,656 | (30,521) | (3,638) |
Other | (8,863) | (2,685) | (22,974) | (28,473) |
Total operating expenses | (233,003) | (129,930) | (539,903) | (413,727) |
Operating loss | (53,444) | (15,751) | (163,864) | (100,992) |
Other (expense) income | ||||
Interest expense, net | (20,827) | (20,680) | (67,449) | (56,333) |
(Loss) gain on sale of property and other, net | (31) | 284 | 6,872 | 273 |
Share of income (loss) of equity method investments | 949 | (600) | 123 | (2,912) |
Total other expense, net | (19,909) | (20,996) | (60,454) | (58,972) |
Loss before income taxes | (73,353) | (36,747) | (224,318) | (159,964) |
Income tax expense (benefit) | (2,868) | 158 | (2,048) | 538 |
Net loss | (76,221) | (36,589) | (226,366) | (159,426) |
Net (income) loss attributable to noncontrolling interests | (806) | 359 | 2,873 | 3,415 |
Net loss attributable to Membership Collective Group Inc. | $ (77,027) | $ (36,230) | $ (223,493) | $ (156,011) |
Net loss per share attributable to Class A and Class B common stock | ||||
Basic and diluted | $ (0.72) | $ (0.28) | $ (1.73) | $ (1.14) |
Membership revenues [Member] | ||||
Revenues | ||||
Total revenues | $ 51,162 | $ 42,351 | $ 136,518 | $ 134,559 |
In-House revenues [Member] | ||||
Revenues | ||||
Total revenues | 66,859 | 30,162 | 128,911 | 101,144 |
Other revenues [Member] | ||||
Revenues | ||||
Total revenues | $ 61,538 | $ 41,666 | $ 110,610 | $ 77,032 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
In House Operating Expenses [Member] | ||||
Operating cost and expenses | $ 13,701 | $ 10,128 | $ 40,391 | $ 31,451 |
Other Operating Expenses [Member] | ||||
Operating cost and expenses | $ 3,605 | $ 1,584 | $ 16,665 | $ 11,386 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (76,221) | $ (36,589) | $ (226,366) | $ (159,426) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 12,325 | (7,404) | 26,924 | 10,652 |
Comprehensive loss | (63,896) | (43,993) | (199,442) | (148,774) |
(Income) loss attributable to noncontrolling interest | (806) | 359 | 2,873 | 3,415 |
Foreign currency translation adjustment attributable to noncontrolling interest | 123 | (57) | 8 | 207 |
Total comprehensive loss attributable to Membership Collective Group Inc. | $ (64,579) | $ (43,691) | $ (196,561) | $ (145,152) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Redeemable Shares and Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Class A [Member] | Soho House Holdings Limited SHHL [Member] | Soho House Holdings Limited SHHL [Member]Redeemable Preferred Share [Member] | Soho House Holdings Limited SHHL [Member]Common Class A [Member] | Soho House Holdings Limited SHHL [Member]Redeemable Class C Common Stock [Member] | Soho House Holdings Limited Ordinary Shares [Member] | MCG Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Common Class A [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Shareholders' Deficit Attributable to Membership Collective Group Inc. [Member] | Total Shareholders' Deficit Attributable to Membership Collective Group Inc. [Member]Common Class A [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 29, 2019 | $ (181,969) | $ 14,700 | $ 67,416 | $ 262,532 | $ 48,461 | $ (528,642) | $ 26 | $ (217,623) | $ 35,654 | ||||||
Net loss | (44,980) | (43,631) | (43,631) | (1,349) | |||||||||||
Distributions to noncontrolling interest | (271) | 271 | |||||||||||||
Contributions from noncontrolling interest | 15,213 | 15,213 | |||||||||||||
Net change in cumulative translation adjustment | 13,491 | 13,741 | 13,741 | (250) | |||||||||||
Ending Balance at Mar. 29, 2020 | (198,516) | 14,700 | 67,416 | 262,532 | 48,461 | (572,273) | 13,767 | (247,513) | 48,997 | ||||||
Beginning Balance at Dec. 29, 2019 | (181,969) | 14,700 | 67,416 | 262,532 | 48,461 | (528,642) | 26 | (217,623) | 35,654 | ||||||
Net loss | (159,426) | ||||||||||||||
Foreign currency remeasurement loss on redeemable preferred shares, Value | 0 | ||||||||||||||
Ending Balance at Sep. 27, 2020 | (280,979) | 14,700 | 160,405 | 265,181 | 68,866 | (684,653) | 10,885 | (339,721) | 58,742 | ||||||
Beginning Balance at Mar. 29, 2020 | (198,516) | 14,700 | 67,416 | 262,532 | 48,461 | (572,273) | 13,767 | (247,513) | 48,997 | ||||||
Net loss | (77,857) | (76,150) | (76,150) | (1,707) | |||||||||||
Distributions to noncontrolling interest | (10) | 10 | |||||||||||||
Contributions from noncontrolling interest | 9,290 | 9,290 | |||||||||||||
Net change in cumulative translation adjustment | 4,565 | 4,579 | 4,579 | (14) | |||||||||||
Conversion of related party loan to A ordinary shares | 22,412 | 2,649 | 19,763 | 22,412 | |||||||||||
Proceeds from issuance of redeemable ordinary shares | 94,000 | ||||||||||||||
Redeemable C ordinary shares issuance costs | (1,011) | ||||||||||||||
Ending Balance at Jun. 28, 2020 | (240,116) | 14,700 | 160,405 | 265,181 | 68,224 | (648,423) | 18,346 | (296,672) | 56,556 | ||||||
Net loss | (36,589) | (36,230) | (36,230) | (359) | |||||||||||
Distributions to noncontrolling interest | (102) | 102 | |||||||||||||
Contributions from noncontrolling interest | 495 | 495 | |||||||||||||
Net change in cumulative translation adjustment | (7,404) | (7,461) | (7,461) | 57 | |||||||||||
Noncontrolling interest related to the Soho Restaurants Limited reorganization (Note 4) | 2,095 | 2,095 | |||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 642 | 642 | 642 | ||||||||||||
Foreign currency remeasurement loss on redeemable preferred shares, Value | 0 | ||||||||||||||
Ending Balance at Sep. 27, 2020 | (280,979) | 14,700 | 160,405 | 265,181 | 68,866 | (684,653) | 10,885 | (339,721) | 58,742 | ||||||
Beginning Balance at Jan. 03, 2021 | (373,993) | 14,700 | 160,405 | 265,181 | 72,755 | (757,103) | (13,257) | (432,424) | 58,431 | ||||||
Net loss | (93,037) | (90,479) | (90,479) | (2,558) | |||||||||||
Distributions to noncontrolling interest | (19) | 19 | |||||||||||||
Contributions from noncontrolling interest | 644 | 644 | |||||||||||||
Net change in cumulative translation adjustment | 16,009 | 15,965 | 15,965 | 44 | |||||||||||
Proceeds from issuance of redeemable ordinary shares | 47,000 | ||||||||||||||
Issuance of senior convertible preference shares (Note 15) | $ 175,000 | ||||||||||||||
Senior convertible preference shares issuance costs | (13,426) | ||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 2,129 | 2,129 | 2,129 | ||||||||||||
Ending Balance at Apr. 04, 2021 | (448,267) | 176,274 | 207,405 | 265,181 | 74,884 | (847,582) | 2,708 | (504,809) | 56,542 | ||||||
Beginning Balance at Jan. 03, 2021 | (373,993) | 14,700 | 160,405 | 265,181 | 72,755 | (757,103) | (13,257) | (432,424) | 58,431 | ||||||
Net loss | (226,366) | ||||||||||||||
Foreign currency remeasurement loss on redeemable preferred shares, Value | 666 | ||||||||||||||
Ending Balance at Oct. 03, 2021 | 225,054 | 0 | 0 | 0 | 2,025 | 1,182,342 | (979,930) | 13,675 | 218,112 | 6,942 | |||||
Beginning Balance at Apr. 04, 2021 | (448,267) | 176,274 | 207,405 | 265,181 | 74,884 | (847,582) | 2,708 | (504,809) | 56,542 | ||||||
Net loss | (57,108) | (55,987) | (55,987) | (1,121) | |||||||||||
Distributions to noncontrolling interest | (114) | 114 | |||||||||||||
Net change in cumulative translation adjustment | (1,410) | (1,481) | (1,481) | 71 | |||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 2,548 | 2,548 | 2,548 | ||||||||||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | (4,177) | 4,177 | (4,177) | (4,177) | |||||||||||
C2 ordinary shares issued in connection with the Cipura Acquisition (Note 3) | 8,700 | 905 | 7,795 | 8,700 | |||||||||||
C2 ordinary shares issued in connection with the Mandolin Acquisition (Note 3) | 1,250 | 130 | 1,120 | 1,250 | |||||||||||
Purchase of Soho Works North America noncontrolling interests (Note 3) | 5,596 | 26,945 | 32,541 | (32,541) | |||||||||||
Purchase of Scorpios noncontrolling interests (Note 3) | (8,653) | 809 | 6,876 | 7,685 | (16,338) | ||||||||||
C2 ordinary shares issued in connection with the Line and Saguaro Acquisition (Note 3) | 25,645 | 2,644 | 23,001 | 25,645 | |||||||||||
Accretion of redeemable preferred shares to redemption value, net of foreign currency remeasurement gain | 4,955 | (4,955) | 5,863 | (908) | 4,955 | ||||||||||
Ending Balance at Jul. 04, 2021 | (486,541) | 185,406 | 207,405 | 275,265 | 133,129 | (902,661) | 1,227 | (493,040) | 6,499 | ||||||
Net loss | (76,221) | (77,027) | (77,027) | 806 | |||||||||||
Distributions to noncontrolling interest | (240) | 240 | |||||||||||||
Net change in cumulative translation adjustment | 12,325 | 12,448 | 12,448 | (123) | |||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 15,281 | 15,281 | 15,281 | ||||||||||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | (158) | 158 | (158) | (158) | |||||||||||
Effect of the Reorganization Transactions (Note 1) | 207,405 | $ (207,405) | (275,265) | 1,564 | 481,106 | 207,405 | |||||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | 387,538 | 306 | 387,232 | 387,538 | |||||||||||
Conversion of senior convertible preference shares into Class A common stock (Note 1) | $ 165,907 | $ (165,907) | 155 | $ 165,752 | $ 165,907 | ||||||||||
Foreign currency remeasurement loss on redeemable preferred shares, Value | (242) | 242 | (242) | (242) | |||||||||||
Redemption of the May 2016 preferred shares | 19,899 | ||||||||||||||
Ending Balance at Oct. 03, 2021 | $ 225,054 | $ 0 | $ 0 | $ 0 | $ 2,025 | $ 1,182,342 | $ (979,930) | $ 13,675 | $ 218,112 | $ 6,942 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 21 Months Ended | |||||
Oct. 03, 2021 | Apr. 04, 2021 | Sep. 27, 2020 | Mar. 29, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Sep. 27, 2021 | Jan. 03, 2021 | |
Cash flows from operating activities | ||||||||
Net loss | $ (76,221) | $ (93,037) | $ (36,589) | $ (44,980) | $ (226,366) | $ (159,426) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation and amortization | 21,500 | 15,825 | 61,250 | 46,950 | ||||
Share-based compensation, net of tax | 15,281 | 642 | 19,958 | 642 | ||||
Income tax expense (benefit) | (2,868) | 158 | (2,048) | 538 | ||||
Gain on disposal of property and other, net | 31 | (284) | (6,872) | (273) | ||||
Share of (profit) loss of equity method investments | (949) | 600 | (123) | 2,912 | ||||
Amortization of debt issuance costs | 3,679 | 4,158 | ||||||
Loss on debt extinguishment | 14,126 | |||||||
Imputed interest on interest free related party loans | 1,574 | |||||||
PIK interest settled on extinguishment, net of non-cash interest | (64,870) | 25,380 | ||||||
Distributions from equity method investees | 846 | |||||||
Foreign exchange loss, net | 14,599 | (1,656) | 30,521 | 3,638 | ||||
Guarantee provision | 5,011 | |||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (10,099) | 473 | ||||||
Inventories | (4,662) | 3,775 | ||||||
Operating leases, net | 20,906 | 34,129 | ||||||
Other operating assets | (23,636) | 6,680 | ||||||
Deferred revenue | (21,669) | (9,122) | ||||||
Accounts payable and accrued and other liabilities | 47,532 | 15,187 | ||||||
Net cash used in operating activities | (114,939) | (18,004) | ||||||
Cash flows from investing activities | ||||||||
Purchase of property and equipment | (64,125) | (91,315) | ||||||
Purchase of intangible assets | (7,337) | (7,136) | ||||||
Acquisition of subsidiaries, net of cash acquired (Note 3 and Note 4) | 559 | 1,138 | ||||||
Acquisition of noncontrolling interests (Note 3) | (8,653) | |||||||
Investments in equity method investees | (1,568) | |||||||
Net cash used in investing activities | (79,556) | (98,881) | ||||||
Cash flows from financing activities | ||||||||
Repayment of borrowings (Note 12) | (612,566) | |||||||
Payment for debt extinguishment costs (Note 12) | (9,109) | |||||||
Issuance of related party loans | 4,014 | |||||||
Proceeds from borrowings (Note 12) | 459,290 | 54,292 | ||||||
Payments for debt issuance costs | (12,994) | (904) | ||||||
Proceeds from finance leases | 104 | |||||||
Principal payments on finance leases | (214) | (130) | ||||||
Proceeds from financing obligation | 3,652 | |||||||
Principal payments on financing obligation | (994) | (844) | ||||||
Distributions to noncontrolling interest | (373) | (383) | ||||||
Contributions from noncontrolling interest | 644 | 24,998 | ||||||
Senior Convertible Preference Shares Issued Net Of Issuance Costs | 161,574 | |||||||
Proceeds from issuance of SHHL redeemable C ordinary shares, net of issuance costs (Note 16) | 47,000 | 92,989 | ||||||
Redeemable preferred shares redeemed | (19,899) | $ 0 | ||||||
Proceeds from initial public offering, net of offering costs (Note 1) | 388,078 | |||||||
Net cash provided by financing activities | 404,451 | 173,774 | ||||||
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (1,104) | (304) | ||||||
Net increase in cash and cash equivalents, and restricted cash | 208,852 | 56,585 | ||||||
Cash, cash equivalents and restricted cash | ||||||||
Beginning of period | $ 59,970 | $ 56,315 | 59,970 | 56,315 | 56,315 | |||
End of period | 268,822 | 112,900 | 268,822 | 112,900 | ||||
Cash, cash equivalents and restricted cash are comprised of: | ||||||||
Cash and cash equivalents | 259,341 | 106,299 | 259,341 | 106,299 | $ 52,887 | |||
Restricted cash in current assets | 9,481 | 6,601 | 9,481 | 6,601 | 7,083 | |||
Cash, cash equivalents and restricted cash as of October 3, 2021 and September 27, 2020 | 268,822 | 112,900 | 268,822 | 112,900 | $ 59,970 | |||
Supplemental disclosures: | ||||||||
Cash paid for interest (including settlement of paid-in-kind interest) | 104,057 | 22,776 | ||||||
Cash paid for income taxes | 195 | 1,684 | ||||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Conversion of senior convertible preference shares to Class A common stock, including deemed dividend upon conversion of $51,469 (Note 15) | $ 165,907 | $ 0 | ||||||
SHHL C2 ordinary shares issued in exchange for acquisitions of businesses and noncontrolling interests (Note 3) | ||||||||
Conversion of related party loan to SHHL A ordinary shares | 22,412 | |||||||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 125,199 | $ 52,984 | ||||||
Accrued offering costs | $ 540 | 540 | ||||||
Non-cash dividends on senior convertible preference shares (Note 15) | 4,335 | |||||||
Accrued capital expenditures | $ 3,499 | $ 4,410 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2021 | Sep. 27, 2020 | |
Statement of Cash Flows [Abstract] | ||
Common stock including deemed dividend upon conversion | $ 51,469 | $ 51,469 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Oct. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of the Business Membership Collective Group Inc. (“MCG”) is a global membership platform of physical and digital spaces that connects a vibrant, diverse group of members from across the world. These members use the MCG platform to both work and socialize, to connect, create, have fun and drive a positive change. Our members engage with us through our global portfolio of 30 Soho Houses, 9 Soho Works Clubs, The Ned in London, Scorpios Beach Club in Mykonos, Soho Home, our interiors and lifestyle retail brand, and our digital channels. MCG was incorporated on February 10, 2021 under the laws of the State of Delaware. On July 19, 2021, we completed the initial public offering (“IPO”) of Class A of our common stock pursuant to a Registration Statement on Form S-1 (File No. 333-257206). Immediately prior to the closing of the IPO, we completed the following reorganization transactions (the "Reorganization Transactions") which resulted in changes to our common stock and issued and outstanding shares: affiliates of The Yucaipa Companies, LLC, and Messrs. Ron Burkle, Nick Jones, and Richard Caring exchanged their equity interests in our predecessor entity, Soho House Holdings Limited (“SHHL”), for 141,500,385 shares of Class B common stock having an equivalent value; the other equity holders of SHHL exchanged their equity interests for 14,935,193 shares of Class A common stock having an equivalent value. In the IPO, we sold 30,567,918 shares of Class A common stock at a public offering price of $ 14.00 per share, including 567,918 shares of Class A common stock sold pursuant to the underwriters’ partial exercise of a “greenshoe” option to purchase additional shares of common stock to cover over-allotments. Immediately after the IPO, the senior convertible preference shares of SHHL were converted into 15,526,619 shares of Class A common stock. The net proceeds from the IPO were $ 388 million, after deducting underwriting discounts and other offering costs. A portion of the proceeds from the IPO was used to repay outstanding indebtedness of $ 98 million in respect of our revolving credit facility and to pay the redemption price of the outstanding May 2016 redeemable preferred shares in an aggregate amount of $ 20 million. During periods preceding the IPO that are presented in these unaudited interim condensed consolidated financial statements, our business was conducted through SHHL, a Jersey, Channel Islands private limited company, and its subsidiaries and joint ventures. As a result of the Reorganization Transactions, SHHL became a wholly-owned subsidiary of MCG. Such transactions were accounted for as a reorganization and, therefore, the consolidated financial statements of MCG in periods after the IPO recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of SHHL. The consolidated entity presented is referred to herein as “MCG”, “we”, “us”, “our”, or the “Company”, as the context requires and unless otherwise noted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 03, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation The unaudited condensed 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. We consistently applied the accounting policies described in the consolidated financial statements of SHHL as of and for the year ended January 3, 2021 included in Amendment No. 1 to the Company’s Form S-1 filed with the SEC on July 6, 2021 in preparing these unaudited condensed consolidated financial statements, other than those impacted by new accounting standards as described below. 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 include normal recurring adjustments, which in the opinion of management are necessary for the fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, of comprehensive loss, of changes in redeemable shares and shareholders’ equity (deficit), and of cash flows for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto, included in Amendment No. 1 to the Company’s Form S-1 filed with the SEC on July 6, 2021. The results of operations for the 13-week and 39-week periods ending October 3, 2021 and September 27, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The unaudited condensed consolidated statement of operations and statement of comprehensive loss for the 39 weeks ended October 3, 2021 include the correction of an error related to the Company’s consolidated financial statements for the fiscal years ended January 3, 2021 and December 29, 2019. The error relates to the correction of a consolidating adjustment for foreign currency transaction gains of $ 13 million in the fiscal year ended January 3, 2021 and $ 4 million in the fiscal year ended December 29, 2019. The correction of this error is presented within other in the condensed consolidated statement of operations for the 39 weeks ended October 3, 2021 and within foreign currency translation adjustment in the condensed consolidated statement of comprehensive loss for the 39 weeks ended October 3, 2021. Certain prior period amounts have been reclassified to conform to the current period presentation with no impact on previously reported net loss or cash flows, and no material impact on financial position. 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 from cash used in operating activities over the past years as we develop our Houses. During the 13 weeks and 39 weeks ended October 3, 2021, the Company incurred a consolidated net loss of $ 76 million and $ 226 million, respectively. During the 39 weeks ended October 3, 2021, the Company had negative cash flow from operations of $ 115 million. As of October 3, 2021, the Company had an accumulated deficit of $ 980 million. As of October 3, 2021, the Company had cash and cash equivalents of $ 259 million, and restricted cash of $ 9 million. In addition, since March 2020, the COVID-19 pandemic has significantly impacted our business and we have had to temporarily close some or all of our Houses, hotels and public restaurants, at different times due to the ongoing effects of the pandemic, which has and will continue to have an impact on our revenues. At the date of issuance of these condensed consolidated financial statements, our Houses are open where possible. In assessing the going concern basis of preparation of the condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 3, 2021, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, and the continued availability of funding to the Company from banks and shareholders. We have considered the impact of the COVID-19 pandemic on the Company and the resultant global economic uncertainties and have undertaken are-assessment of the cash flow forecasts covering a period of at least 12 months from the date these financial statements are issued. Cash flow forecasts have been prepared based on a range of scenarios including, but not limited to, no further debt or equity funding, the timing of a full re-opening of our Houses staggered and/or deferred to the end of the calendar year, cost reductions, both limited and extensive, and a combination of these different scenarios. We have assessed the sensitivity analysis on cash flows, and in order to finance these cash flow forecasts, we have completed a series of positive financing events during 2021, including issuance of new senior secured notes in an aggregate amount equal to $ 295 million, € 62 million ($ 73 million) and £ 53 million ($ 73 million), issuance of $ 175 million of senior convertible preference shares, and completion of our IPO for net proceeds of $ 388 million after deducting underwriting discounts and other offering costs (including net proceeds from the partial exercise of the overallotment option). The senior secured notes include an option for the Company to issue additional notes in an aggregate amount of up to $ 100 million on or prior to March 31, 2022. The proceeds from the senior secured notes and senior convertible preference shares have been used to repay all amounts outstanding under the Permira Senior Facility and the US government-backed bank loan. The proceeds from the IPO were used to repay the outstanding principal balance of our revolving credit facility of $ 98 million, which remains in place as a source of additional liquidity if required, and to pay the redemption price of outstanding redeemable preferred shares, with the remainder to be used for general corporate purposes, including working capital needs. See Note 12, Debt, and Note 15, Redeemable Preferred Shares, for additional information. We believe that the completed working capital events, our projected cash flows and the actions available to management to further control expenditure, as necessary, provide the Company with sufficient working capital (including cash and cash equivalents) to achieve its plans to recover from the impact of the pandemic, subject to the following key factors: the continued re-opening of Houses in a manner that is compliant with local laws and regulations, including the relaxing of mandatory capacity constraints, as well as anticipated demand; the level of in-House sales activity (primarily sales of food and beverage) that, even after opening, may be subject to reduced capacity as a result of any on-going restrictions; the continued high level of membership retention and renewals (which has been evidenced throughout the pandemic); and the implementation of cost reduction measures that aligned with the anticipated levels of capacity. While the impact of lockdowns and other restrictions may re-occur beyond current expectations and impact the Company’s ability to keep open Houses and return to a level of operation consistent with pre COVID-19 within the timeframes assumed in management’s detailed cash flow forecasts, we believe that the Company has sufficient financial resources together with an established and cash generative business model, and access to capital. Based on the available cash as a result of completed financing events discussed above, and the measures that have been put in place to control costs, we believe that the Company is able to continue in operational existence, meet its liabilities as they fall due, operate within its existing facilities, and meet all of its covenant requirements for a period of at least twelve months from the date these financial statements are issued. Based on the above, the condensed 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 condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 3, 2021 . Offering Costs Direct and incremental legal and accounting costs associated with the Company’s initial public offering totaling $ 40 million have been deferred and recorded as a reduction of offering proceeds within additional paid-in capital in the unaudited condensed consolidated balance sheet as of October 3, 2021. In addition, during the 13 weeks and 39 weeks ended October 3, 2021, the Company incurred $ 8 million and $ 15 million, respectively, of costs related to the offering which were recognized in other in the unaudited condensed consolidated statements of operations. There were no offering costs incurred during the 13 weeks and 39 weeks ended September 27, 2020 . Comprehensive Loss The entire balance of accumulated other comprehensive income (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, and include the error correction described above during the 39 weeks ended October 3, 2021 . Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06 , Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in US GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company elected to early adopt the ASU on January 4, 2021. The provisions of this ASU have been applied on a modified retrospective basis and did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Oct. 03, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Cipura Acquisition Prior to May 2021, the Company held a 50 % interest in Soho House—Cipura (Miami), LLC (“Cipura”), which owns and operates the Mandolin Aegean Bistro, located in Miami, Florida. Historically, the Company accounted for its investment in Cipura using the equity method of accounting. On May 10, 2021, the Company acquired the remaining 50 % ownership interest in Cipura in exchange for issuing 644,828 C2 ordinary shares of SHHL with an aggregate fair value of $ 9 million (the “Cipura Acquisition”). The fair value of the C2 ordinary shares was derived by using an implied valuation of $ 13.49 per share which was supported by recent third-party capital raising transactions that occurred during 2021. In connection with the Cipura Acquisition, the Company derecognized its previous 50 % ownership interest in Cipura, which was remeasured to fair value; as a result, the Company recognized a gain of $ 7 million, which is included in gain (loss) on sale of property and other, net in the unaudited condensed consolidated statements of operations for the 39 weeks ended October 3, 2021 . The fair value of the Company’s previously held interest was determined based upon the purchase consideration for the remaining 50 % ownership interest. The Cipura Acquisition was accounted for as a business combination under the acquisition method of accounting. As a result, the Company recognized less than $ 1 million of cash and cash equivalents, less than $ 1 million of net working capital liabilities, $ 1 million of property and equipment, $ 3 million of intangible assets (consisting of an indefinite-lived trade name), less than $ 1 million of deferred tax liabilities, and $ 4 million of right-of-use assets and $ 5 million of related lease liabilities. In addition, prior to the acquisition, the Company funded certain costs on behalf of Cipura and therefore recorded a balance due from Cipura of $ 2 million as of the acquisition date. Upon consolidating Cipura on May 10, 2021, the Company’s receivable balance was effectively settled as a pre-existing relationship, with a corresponding increase in the amount of goodwill recognized from the transaction. As a result of the acquisition, the Company recognized goodwill of $ 17 million, which represents intellectual capital, know-how for potential future openings and undertakings, and economic benefits that the Company expects to derive from the ability to expand the Mandolin Aegean Bistro brand that do not qualify for separate recognition. The entire value of goodwill has been allocated to a separate reporting unit in our North America segment which did not have any goodwill prior to the Cipura Acquisition. The recognized goodwill is not deductible for tax purposes. During the 13 weeks ended October 3, 2021, the Company recorded adjustments to certain previous preliminary estimated fair values which resulted in recognition of an additional operating lease right-of-use asset and associated lease liability of $ 1 million, a less than $ 1 million increase in intangible assets, a less than $ 1 million increase in deferred tax liabilities, and a less than $ 1 million reduction in goodwill. The unaudited condensed consolidated financial statements include the results of Cipura from May 10, 2021 through October 3, 2021, however such results are considered immaterial to the overall operations of the Company. The unaudited condensed consolidated statements of operations for the 39 weeks ended October 3, 2021 also include less than $ 1 million in acquisition related costs, which were expensed as incurred and are included in general and administrative expense. Mandolin Acquisition On May 10, 2021, the Company acquired the intellectual property rights for Mr. Mandolin and Mrs. Mandolin (the “Mandolin IP”) in exchange for issuing 92,647 C2 ordinary shares of SHHL with an aggregate fair value of $ 1 million (the “Mandolin Acquisition”). The fair value of the C2 ordinary shares was derived by using an implied valuation of $ 13.49 , as described above. The Mandolin Acquisition was accounted for as an asset purchase, and the Mandolin IP has been recorded in other intangible assets, net on the condensed consolidated balance sheet as of October 3, 2021. Soho Works Acquisition On May 10, 2021, the Company issued 3,984,883 C2 ordinary shares of SHHL with an aggregate fair value of $ 54 million to SW SPV, LLC (the “SW Seller”) in order to acquire the SW Seller’s 30 % equity ownership interest in Soho Works North America, LLC (the “Soho Works Acquisition”). The fair value of the C2 ordinary shares was derived by using an implied valuation of $ 13.49 per share, as described above. Prior to the Soho Works Acquisition, the Company held a controlling interest in and therefore consolidated Soho Works North America, LLC. The Soho Works Acquisition was accounted for as a transaction with a noncontrolling interest holder that did not result in a loss of control. The Company derecognized noncontrolling interest of $ 33 million and recorded the difference between the fair value of consideration transferred to the SW Seller of $ 54 million and the carrying value of the noncontrolling interest as a reduction in additional paid-in capital (i.e. a deemed distribution in the absence of retained earnings). Following the Soho Works Acquisition, the Company became the sole equity owner of Soho Works North America, LLC. Scorpios Noncontrolling Interests Acquisitions On April 30, 2021, the Company acquired an additional 12 % equity interest from various noncontrolling interest holders of Paraga Beach S.A. for cash consideration of $ 9 million. Paraga Beach S.A owns and operates the Scorpios Beach Club. On May 12, 2021, the Company issued 572,410 C2 ordinary shares of SHHL with an aggregate fair value of $ 8 million to Seligny Holdings Limited and Jaquelle Limited in order to acquire an additional 11 % equity interest in Paraga Beach S.A (collectively, the “Scorpios Noncontrolling Interests Acquisitions”). The fair value of the C2 ordinary shares was derived by using an implied valuation of $ 13.49 per share, as described above. Prior to the Scorpios Noncontrolling Interests Acquisitions, the Company held a controlling interest in and therefore consolidated Paraga Beach S.A. Therefore, the Scorpios Noncontrolling Interests Acquisitions were accounted for as transactions with noncontrolling interest holders that did not result in a loss of control. In total, the Company derecognized noncontrolling interest of $ 16 million and recorded the difference between the fair value of consideration transferred to the noncontrolling interest holders and the carrying value of the noncontrolling interest as a reduction in additional paid-in capital. Following the Scorpios Noncontrolling Interests Acquisitions, Seligny Holdings Limited and Jaquelle Limited continue to hold a 10 % ownership interest in Paraga Beach S.A. Line and Saguaro Acquisition On June 22, 2021 the Company entered into a membership interests purchase agreement with Sydell Group LLC (“Sydell”) to acquire all of the outstanding shares in the companies that together operate existing and future “The Line” and “Saguaro” hotels in the United States (the “Line and Saguaro Acquisition”). The hotels that are currently operational are located in Los Angeles, Washington DC, Austin, Scottsdale and Palm Springs, and between them offer a variety of food and beverage offerings together with approximately 1,470 hotel rooms. An additional hotel is under development in San Francisco. The Company issued 1,900,599 C2 ordinary shares of SHHL with an aggregate fair value of $ 26 million as consideration for the Line and Saguaro Acquisition. The fair value of the C2 ordinary shares was derived by using an implied valuation of $ 13.49 per share, as described above. The Line and Saguaro Acquisition was accounted for as a business combination under the acquisition method of accounting. The only acquired identifiable assets are related to the hotel management agreements intangible asset, which has a total fair value of $ 24 million and an estimated useful life of 15 years. The Company did not acquire any other assets or assume any other liabilities. As a result of the Line and Saguaro Acquisition, the Company recognized $ 2 million of goodwill, which represents the fair value of the assembled workforce that is not separately recognized from goodwill and the economic benefits that the Company expects to derive from the ability to expand the hotel management agreements that do not qualify for separate recognition. In addition, the goodwill relates to the synergies expected to be gained from the affiliation of the Line hotels with the Soho House brand name. The entire value of goodwill has been allocated to a separate reporting unit in our North America segment which did not have any goodwill prior to the Line and Saguaro Acquisition. The recognized goodwill is not deductible for tax purposes. The condensed consolidated financial statements include the results of the acquired business from June 22, 2021 through October 3, 2021, however such results are considered immaterial to the overall operations of the Company. The condensed consolidated statements of operations for the 39 weeks ended October 3, 2021 also include less than $ 1 million in acquisition related costs, which were expensed as incurred and are included in general and administrative expense. The C2 ordinary shares issued in the transactions described above were exchanged for Class A common stock of MCG in connection with our IPO in July 2021, as further described in Note 1, Nature of the Business. |
Consolidated Variable Interest
Consolidated Variable Interest Entities | 9 Months Ended |
Oct. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | 4. Consolidated Variable Interest Entities The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”): Soho Restaurants Limited (13 weeks and 39 weeks ended October 3, 2021 and 13 weeks ended September 27, 2020 only); Soho House-Sydell, LLP (all periods presented); Soho Works Limited (all periods presented); and Soho Works North America, LLC (all periods presented). Soho Restaurants Limited Soho Restaurants Limited (“Soho Restaurants”) is a casual fast-dining business that operates various restaurants throughout the UK. Prior to the August 2020 reorganization of Soho Restaurants (as further described below), the Company provided unsecured non-interest bearing loan notes (“Soho Restaurants Loan Notes”) to Soho Restaurants from time to time and guaranteed the obligations of Soho Restaurants under certain property leases with respect to any required rental and other payments. Prior to the year ended January 3, 2021 , the Company did not have to make any payments under these rental guarantees and determined that the likelihood of the Company having to perform under the guarantees was remote. As a result of the impact of the COVID-19 pandemic on Soho Restaurants’ operations, the Company reassessed the likelihood of performance under the guarantees and recognized a charge of $ 5 million during the second fiscal quarter of 2020; this guarantee provision is included in general and administrative expense in the condensed consolidated statements of operations for the 39 weeks ended September 27, 2020. On August 18, 2020, Soho Restaurants underwent a series of reorganization steps, through which Quentin Partners Limited (“Quentin Partners”), an affiliate of the Company, became the sole equity holder of Soho Restaurants Limited. As part of these reorganization steps, various notes payable and receivable held by Soho Restaurants were acquired, settled, or, in some cases, forgiven. Specifically, Quentin Partners acquired for nominal consideration (and forgave) all outstanding Soho Restaurants Loan Notes with the exception of a £ 1 million ($ 1 million) Loan Note, which remains outstanding after the reorganization was completed. As a result of the reorganization and the Company’s variable interest in Soho Restaurants (consisting primarily of the Loan Note and certain lease guarantees), the Company determined that it is the primary beneficiary of Soho Restaurants due to its related party affiliation with Quentin Partners and its funding of the majority of Soho Restaurants’ operations. As such, the Company began consolidating Soho Restaurants on August 18, 2020. The Soho Restaurants reorganization transaction was accounted for using the acquisition method of accounting. Upon initial consolidation, the Company recognized $ 1 million of cash and cash equivalents, $ 5 million of net working capital liabilities, and $ 11 million of right-of-use assets and related lease liabilities. In addition, the Company recognized noncontrolling interest of $ 2 million. Soho House-Sydell, LLP The Soho House-Sydell, LLP joint venture maintains a management agreement to operate The Ned, which is owned by unconsolidated related parties to the Company. Management fees are recognized in other revenues in the condensed consolidated statements of operations. Soho Works Limited and Soho Works North America, LLC The Soho Works Limited (“SWL”) joint venture develops and operates Soho-branded, membership-based co-working spaces, with two sites currently in operation in the UK. Soho Works North America, LLC and its wholly owned subsidiaries (“SWNA”) plans to develop and operate Soho-branded, membership-based co-working spaces in North America. Refer to Note 3, Acquisitions for additional information regarding the Soho Works Acquisition. The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the condensed consolidated balance sheets. The obligations of the consolidated VIEs other than Soho Restaurants Limited are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations. October 3, 2021⁽¹⁾ January 3, 2021 Cash and cash equivalents $ 4,059 $ 5,572 Restricted cash — 172 Accounts receivable 5,179 1,449 Inventories 99 68 Prepaid expenses and other current assets 12,562 1,370 Total current assets 21,899 8,631 Property and equipment, net 89,594 84,483 Operating lease assets 240,782 248,975 Other intangible assets, net 43 49 Other non-current assets 203 207 Total assets $ 352,521 $ 342,345 Accounts payable 10,454 8,379 Accrued liabilities 14,094 7,676 Indirect and employee taxes payable 1,024 54 Current portion of operating lease liabilities - sites trading less than one year — 767 Current portion of operating lease liabilities - sites trading more than one year 10,394 9,395 Other current liabilities 1,439 47 Total current liabilities 37,405 26,318 Debt 20,986 17,585 Operating lease liabilities, net of current portion - sites trading less than one year — 68,869 Operating lease liabilities, net of current portion - sites trading more than one year 280,055 220,529 Other non-current liabilities 423 368 Total liabilities $ 338,869 $ 333,669 Net assets $ 13,652 $ 8,676 (1) Amounts as of October 3, 2021 include balances related to SWNA following the Soho Works Acquisition, as this entity continues to be thinly capitalized. |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Oct. 03, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | 5. Equity Method Investments The Company maintains a portfolio of equity method investments owned through noncontrolling interests in investments with one or more partners. There have been no changes in the Company’s equity method investment ownership interests in existing entities (other than the Cipura Acquisition, as described in Note 3, Acquisitions) and no new equity method investments since January 3, 2021. Under applicable guidance for VIEs, the Company determined that its investments in Soho House Toronto Partnership (“Soho House Toronto”) and the entities comprising 56-60 Redchurch Street, London are VIEs. Soho House Toronto owns and operates a House located in Toronto, while 56-60 Redchurch Street, London provides additional members’ accommodation capacity for Shoreditch House in London. Prior to June 2020, the Company’s investment in the entities comprising Soho House Barcelona were also considered to be VIEs, as described further below. Toronto Joint Venture On March 28, 2012, the Company and two unrelated investors (“Toronto Partners”) formed Soho House Toronto to establish 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. Barcelona Joint Venture On January 28, 2014, the Company and an unrelated development partner (“Barcelona Partner”) formed Mimea XXI, S.L.U. (“Mimea”) to establish and operate Soho House Barcelona in Barcelona, Spain. Soho House Barcelona is owned by Mirador Barcel S.L., a subsidiary of Mimea. On June 4, 2020, the Company entered into an agreement to operate Little Beach House Barcelona, a private members club and hotel developed at the existing Barcelona property. Little Beach House Barcelona is a newly formed subsidiary under Mimea. 56-60 Redchurch Street, London Joint Venture On July 6, 2015, the Company and an unrelated 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 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. Barcelona was previously determined to be a VIE; however, the execution of amended governing documents in June 2020 constitutes a reconsideration event and Barcelona no longer meets the VIE criteria. Summarized Financial Information The following tables present 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, as well as certain guarantees. (in thousands) 13 Weeks Ended 39 Weeks Ended October 3, 2021 September 27, 2020 October 3, 2021⁽¹⁾ September 27, 2020 Revenues $ 9,059 $ 7,655 $ 22,110 $ 23,120 Operating income (loss) 2,456 ( 769 ) ( 722 ) ( 5,185 ) Net income (loss) (2) 2,469 ( 654 ) ( 709 ) ( 5,042 ) (1) Includes the financial information of Cipura through May 10, 2021. (2) The net income (loss) shown above relates entirely to continuing operations. (in thousands) As of October 3, 2021⁽¹⁾ January 3, 2021 Current assets $ 34,116 $ 25,075 Non-current assets 140,249 155,836 Total assets $ 174,365 $ 180,911 Current liabilities 11,844 5,392 Non-current liabilities 119,935 124,725 Total liabilities $ 131,779 $ 130,117 (1) Excludes the financial information of Cipura, which ceased to be an equity method investee on May 10, 2021 as a result of the Cipura Acquisition, as described in Note 3, Acquisitions. The Company’s equity method investees have not yet adopted ASC 842, Leases ; therefore, the balance sheets of equity method investees do not include operating right-of-use assets and liabilities. |
Leases
Leases | 9 Months Ended |
Oct. 03, 2021 | |
Leases [Abstract] | |
Leases | 6. Leases The Company has entered into various lease agreements for its Houses, hotels, restaurants, spas and other properties across North America, Europe, and Asia. The Company’s material leases have reasonably assured lease terms ranging from 1 year to 30 years for operating leases and 50 years for finance leases. Certain operating leases provide the Company with multiple renewal options that generally range from 5 years to 10 years , with rent payments on renewal based on a predetermined annual increase or market rates at the time of exercise of the renewal. The Company has 2 material finance leases with 25 -year renewal options, with rent payments on renewal based on upward changes in inflation rates. As of October 3, 2021, the Company recognized right-of-use assets and lease liabilities for 100 operating leases and 2 finance leases. As of January 3, 2021 , the Company recognized right-of-use assets and lease liabilities for 83 operating leases and 2 finance leases. When recognizing right-of-use assets and lease liabilities, the Company includes certain renewal options where the Company is reasonably assured to exercise the renewal option. As part of our overall plan to improve liquidity during the COVID-19 pandemic, the Company negotiated with certain lessors to defer or waive certain rent payments on leased buildings. Cash payment deferrals and waivers have been separately recorded in the period arrangements occurred, and therefore, there have been no remeasurements to the lease liabilities and right-of-use assets associated with the sites that received concessions. The Company accounted for the deferrals of lease payments as if there are no changes in the lease contract. Deferred amounts have been recognized in accounts payable and subsequent reversals will occur once the payments are made. As of October 3, 2021 and January 3, 2021, $ 14 million and $ 20 million, respectively, was recorded in accounts payable in the condensed consolidated balance sheets related to deferred lease payments. The maturity of the Company’s operating and finance lease liabilities as of October 3, 2021 is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2021 $ 28,670 $ 1,293 2022 120,030 5,211 2023 122,443 5,212 2024 122,644 5,213 2025 125,109 5,255 Thereafter 1,667,719 205,801 Total undiscounted lease payments 2,186,615 227,985 Present value adjustment 1,079,673 155,701 Total net lease liabilities $ 1,106,942 $ 72,284 As of October 3, 2021 and January 3, 2021, the long-term liabilities for finance leases were $ 72 million and $ 74 million, respectively, and are recorded as finance lease liabilities on the condensed consolidated balance sheets. As of October 3, 2021 and January 3, 2021, finance lease assets, net of accumulated depreciation, were $ 64 million and $ 66 million, respectively, and are recorded within property and equipment, net on the condensed consolidated balance sheets. 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. Leases that contain market rate rents generally reset every five years . Straight-line rent expense recognized for operating leases was $ 30 million and $ 29 million for the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 84 million, and $ 81 million for the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. For the 13 weeks ended October 3, 2021 and September 27, 2020, the Company recognized amortization expense related to the right-of-use asset for finance leases of less than $ 1 million and less than $ 1 million, respectively, and interest expense related to finance expense related to finance leases of $ 1 million and $ 1 million, respectively. For the 39 weeks ended October 3, 2021 and September 27, 2020, the Company recognized amortization expense related to the right-of-use asset for finance leases of $ 1 million and $ 1 million, respectively, and interest expense related to finance leases of $ 4 million and $ 4 million, respectively. 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 condensed consolidated balance sheets set out the operating lease liabilities split between 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 following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases: (in thousands) 39 Weeks Ended October 3, 2021 September 27, 2020 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 58,428 ) $ ( 47,615 ) Interest payments for finance leases ( 3,803 ) ( 3,417 ) Cash flows from financing activities: Principal payments for finance leases $ ( 214 ) $ ( 130 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 125,199 $ 52,984 The following summarizes additional information related to operating and finance leases: 39 Weeks Ended October 3, 2021 September 27, 2020 Weighted-average remaining lease term Finance leases 44 years 45 years Operating leases 18 years 19 years Weighted-average discount rate Finance leases 6.99 % 6.99 % Operating leases 8.03 % 7.88 % As of October 3, 2021, the Company has entered into 9 operating lease agreements for Houses, hotels, restaurants, and other properties that are in various stages of construction by the landlord. 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 Soho House Design team is acting as the construction manager on behalf of the landlord. 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 2021, 2022, 2023 and 2026. The Company estimates the total undiscounted lease payments for the leases commencing in fiscal years 2021, 2022, 2023 and 2026 will be $ 115 million, $ 468 million, $ 290 million, and $ 141 million, respectively, with weighted-average expected lease terms of 20 years, 23 years, 19 years, and 25 years for 2021, 2022, 2023 and 2026, respectively. The following summarizes the Company’s estimated future undiscounted lease payments for current leases under construction, including properties where the Soho House Design team is acting as the construction manager: (in thousands) Operating Fiscal year ending Construction Estimated total undiscounted lease payments Remainder of 2021 $ — 2022 5,262 2023 20,786 2024 29,819 2025 34,474 Thereafter 923,997 Total undiscounted lease payments expected to be capitalized $ 1,014,338 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Oct. 03, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 7. Revenue Recognition The Company’s revenues consist primarily of annual membership fees and initial registration fees; food and beverage, accommodation and spa revenues generated in the Company’s Houses; and revenues that are not generated within the Houses, such as revenues from the stand-alone restaurants, as well as design fees from Soho House Design, Soho Home, retail Cowshed products, Soho Works sites, the Scorpios Beach Club, and management fees from The Ned. Disaggregated revenue disclosures for the 13 weeks and 39 weeks ended October 3, 2021 and September 27, 2020 are included in Note 20, Segments. The following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period ending October 3, 2021. The Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less. (in thousands) Next twelve Future periods Membership and registration fees $ 58,797 $ 23,727 Total future revenues $ 58,797 $ 23,727 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: (in thousands) October 3, 2021 January 3, 2021 Contract receivables $ 21,572 $ 8,367 Contract assets 6,843 8,099 Contract liabilities 111,567 85,723 Contract assets consist of accrued unbilled income related to build-out contracts and are recognized in prepaid expenses and other assets on the condensed consolidated balance sheets. Contract liabilities include deferred membership revenue, hotel deposits (which are presented in accrued liabilities on the condensed consolidated balance sheets), and gift vouchers. Revenue recognized that was included in the contract liability balance as of the beginning of the period was $ 19 million and $ 16 million during the 13 weeks ended October 3, 2021 and September 27, 2020 , respectively and $ 55 million and $ 54 million during the 39 weeks ended October 3, 2021 and September 27, 2020 , respectively. |
Inventories, Prepaid Expenses a
Inventories, Prepaid Expenses and Other Current Assets | 9 Months Ended |
Oct. 03, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Inventories, Prepaid Expenses and Other Current Assets | 8. Inventories, Prepaid Expenses and Other Current Assets Inventories consist of raw materials, service stock and supplies (primarily food and beverage) and finished goods which are externally sourced. Raw materials and service stock and supplies totaled $ 8 million and $ 8 million as of October 3, 2021 and January 3, 2021, respectively. Finished goods totaled $ 19 million and $ 15 million as of October 3, 2021 and January 3, 2021, respectively. The table below presents the components of prepaid expenses and other current assets. (in thousands) October 3, 2021 January 3, 2021 Amounts owed by equity method investees $ 1,492 $ 2,350 Prepayments and accrued income 25,204 13,789 Contract assets 6,843 8,099 Other receivables 27,252 19,325 Total prepaid expenses and other current assets $ 60,791 $ 43,563 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Oct. 03, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, Net Additions totaled $ 27 million and $ 30 million during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 64 million and $ 91 million during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively, and were primarily related to leasehold improvements and fixtures and fittings for sites under development. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets A summary of goodwill for each of the Company’s applicable reportable segments from January 3, 2021 to October 3, 2021 is as follows: (in thousands) UK North America Europe and Total January 3, 2021 $ 101,602 $ 28,780 $ 71,100 $ 201,482 Cipura Acquisition (Note 3) — 16,695 — 16,695 Line and Saguaro Acquisition (Note 3) — 2,043 — 2,043 Foreign currency translation adjustment ( 1,442 ) — ( 3,787 ) ( 5,229 ) October 3, 2021 $ 100,160 $ 47,518 $ 67,313 $ 214,991 Refer to Note 3, Acquisitions, for information on additional intangible assets recognized during the 39 weeks ended October 3, 2021 in connection with the Cipura Acquisition, Mandolin Acquisition, and the Line and Saguaro Acquisition. |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities | 9 Months Ended |
Oct. 03, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | 11. Accrued Liabilities and Other Current Liabilities (in thousands) October 3, 2021 January 3, 2021 Accrued interest $ 1,116 $ 23,110 Hotel deposits 12,376 7,008 Trade, capital and other accruals 61,739 42,773 $ 75,231 $ 72,891 Included in trade, capital and other accruals is $ 2 million and $ 2 million as of October 3, 2021 and January 3, 2021, respectively, related to social security taxes that were deferred as a result of government relief afforded by the COVID-19 pandemic which have not yet been paid. The balance of other current liabilities on the condensed consolidated balance sheets includes a contingent liability of $ 12 million as of January 3, 2021 , associated with membership credits issued beginning in March 2020 (refer to Note 18, Commitments and Contingencies, for more information). |
Debt
Debt | 9 Months Ended |
Oct. 03, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt Debt balances, net of debt issuance costs, are as follows: (in thousands) October 3, 2021 January 3, 2021 Revolving credit facilities, interest at 3.75 % plus LIBOR⁽¹⁾ $ — $ 81,615 Permira Senior Facility, interest at 7 % plus LIBOR, maturing April 2023 — 542,638 US government-backed bank loan, interest at 1 %, maturing April 2023 — 21,481 Senior Secured Notes, interest at 8.1764 %, maturing March 2027 441,387 — Other loans (see additional description below) 17,149 17,648 458,536 663,382 Less: Current portion of long-term debt ( 3,903 ) ( 88,802 ) Total long-term debt, net of current portion $ 454,633 $ 574,580 (1) The Company does not believe that there are any material potential effects on financial reporting of the market-wide migration away from LIBOR, which is expected to be phased out at the end of calendar year 2021, to alternative reference rates. As of October 3, 2021, the Company does not have any outstanding debt balances with associated LIBOR rates. To the extent such debt balances arise, the Company plans to either repay them prior to the end of calendar year 2021 or to replace the LIBOR benchmark rate with another benchmark rate, such as the SONIA. Property mortgage loans, net of debt issuance costs, are as follows: (in thousands) October 3, 2021 January 3, 2021 Term loan, interest at 5.34 %, maturing February 6, 2024 $ 54,211 $ 53,965 Mezzanine loan, interest at 7.25 %, maturing February 6, 2024 60,736 60,833 Total property mortgage loans $ 114,947 $ 114,798 Related party loans, net of current portion and imputed interest, are as follows: (in thousands) October 3, 2021 January 3, 2021 Related party loans, unsecured, 7 % interest bearing, maturing September 2022 $ 20,986 $ 17,595 Related party loans, unsecured, 4 % interest bearing, maturing December 2021 579 611 21,565 18,206 Less: Current portion of related party loans ( 21,565 ) ( 611 ) Total related party loans, net of current portion $ - $ 17,595 The weighted-average interest rate on fixed rate borrowings was 8 % as of October 3, 2021 and 7 % as of September 27, 2020. The weighted-average interest rate on floating rate borrowings was 7 % as of September 27, 2020 ; there were no outstanding floating rate borrowings as of October 3, 2021. Debt 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. On December 5, 2019, the Company entered into a £ 55 million ($ 72 million) floating rate revolving credit facility (the "Revolving Credit Facility") with a maturity date of January 25, 2022. In April 2020, the Company secured an additional £ 20 million ($ 25 million) of liquidity under this facility and extended the maturity until January 2023 . As of January 3, 2021 , the Company had £ 14 million ($ 19 million) remaining to draw against this facility. During the 13 weeks ended October 3, 2021, the Company repaid the entire outstanding balance of the facility with proceeds from the IPO; as of October 3, 2021 , the Company had £ 75 million ($ 101 million) of availability under this facility. The facility is secured on a fixed and floating charge basis over certain assets of the Company. The Company incurred interest expense of less than $ 1 million and $ 1 million during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 3 million and $ 3 million on this facility during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. The Revolving Credit Facility was amended in November 2021, as described in Note 22, Subsequent Events. In April 2017, the Company entered into the Permira Senior Facility, which consisted of a £ 275 million ($ 345 million) senior secured loan with an interest rate of LIBOR (subject to a floor of 1 %) + 7 %. A portion of the interest was in the form of payment in kind, with the accrued interest being converted to capital outstanding on the loan at each interest payment date. The Permira Senior Facility was secured on a fixed and floating charge basis over the assets of the Company. As of January 3, 2021 , the Company had £ 397 million ($ 542 million) due under the Permira Senior Facility, which was initially scheduled to mature in April 2022 , however the maturity date was subsequently extended until April 2023 . The Company incurred interest expense of zero and $ 16 million on the Permira Senior Facility during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 13 million and $ 37 million during the 39 weeks ended October 3, 2021 and September 27, 2020 , respectively. In March 2021, the Company repaid in full the balance outstanding under the Permira Senior Facility, consisting of a GBP tranche with an outstanding principal balance, including accrued payment-in-kind interest, of £ 368 million ($ 505 million); a USD tranche with an outstanding principal balance, including accrued payment-in-kind interest, of $ 8 million, and an EUR tranche with an outstanding principal balance, including accrued payment-in-kind interest, of € 45 million ($ 53 million). As a result of the repayment, the Company recognized a loss on extinguishment of debt of $ 9 million, consisting of prepayment penalties of $ 4 million and write-offs of unamortized debt issuance costs of $ 5 million. Upon repayment of the facility, the Company also settled accrued payment in kind interest totaling $ 79 million. During the 13 weeks ended October 3, 2021, the Company paid an additional exit fee to the lender of the Permira Senior Facility of $ 5 million, which is included as a component of the total loss on extinguishment of debt in the condensed consolidated statements of operations. The loss on extinguishment of debt is reflected in interest expense, net on the condensed consolidated statements of operations for the 13 weeks and 39 weeks ended October 3, 2021. On April 24, 2020, the Company entered into an unsecured promissory note under the Paycheck Protection Program (the “PPP”), with a principal amount of $ 22 million. The loan had a January 2023 maturity date and was subject to a 1 % interest rate. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and was administered by the US Small Business Administration (the “SBA”). The Company repaid all amounts outstanding under the US government-backed bank loan in March 2021. The Company incurred interest expense of zero and less than $ 1 million during the 13 weeks and 39 weeks ended October 3, 2021. On March 31, 2021, Soho House Bond Limited, a wholly-owned subsidiary of the Company, 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 $ 295 million, € 62 million ($ 73 million) and £ 53 million ($ 73 million) (the “Initial Notes”). The Notes Purchase Agreement includes an option to issue, and a commitment on the part of the purchasers to subscribe for, further notes in one or several issuances on or prior to March 31, 2022 in an aggregate amount of up to $ 100 million (the “Additional Notes” and, together with the Initial Notes, the “Senior Secured Notes”). The Senior Secured Notes mature on March 31, 2027 and bear interest at a fixed rate equal to a cash margin of 2.0192 % per annum for the Initial Notes or 2.125 % per annum for any Additional Notes, plus a payment-in-kind (capitalized) margin of 6.1572 % per annum for the Initial Notes or 6.375 % per annum for any Additional Notes. The Senior Secured Notes issued pursuant to the Notes Purchase Agreement may be redeemed and prepaid for cash, in whole or in part, at any time in accordance with the terms thereof, subject to payment of redemption fees. The Senior Secured Notes are guaranteed and secured on substantially the same basis as the Company’s existing revolving credit facility. The Company incurred transaction costs of $ 12 million related to the Senior Secured Notes. During the 13 weeks and 39 weeks ended October 3, 2021, the Company incurred interest expense of $ 10 million and $ 20 million, respectively. The Notes Purchase Agreement was amended in November 2021, as described in Note 22, Subsequent Events. The remaining loans consist of the following: Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 4,662 7.5 % Farmhouse loan⁽¹⁾ £ July 2022 3,283 7.9 % Soho House Hong Kong loan⁽ 2 ⁾ $ June 2023 — LIBOR + 7 % Compagnie de Phalsbourg credit facility € January 2025 5,965 7 % Optima Bank loan € September 2023 1,512 4.1 % Greek government loan € July 2025 1,737 3.1 % (1) On June 1, 2021, certain subsidiaries of the Company entered into a development funding agreement with Dorncroft Limited, the landlord of Soho Farmhouse. The agreement provides a commitment of up to £ 9 million ($ 12 million) for certain improvements at the Farmhouse property. Interest on the balance drawn under the agreement accrues at an annual rate of 7.9 % per annum and is added to the loan principal balance. The facility expires on the earlier of July 31, 2022 or the completion date for the planned development activities. The facility is guaranteed by SHG Acquisition (UK) Limited. (2) The Company must comply with certain financial covenants, including the requirement that the Company maintain certain minimum EBITDA levels, calculated pursuant to the Soho House Hong Kong loan agreement; the minimum EBITDA requirement was not met as of January 3, 2021. In June 2021, the creditor of the Soho House Hong Kong Loan waived the existing covenant breach and the ongoing minimum EBITDA requirements until January 3, 2022. In September 2021, the Company repaid in full amounts outstanding under the Soho House Hong Kong loan. Property Mortgage Loans In February 2019, the Company refinanced an existing term loan and mezzanine loan associated with a March 2014 corporate acquisition of Soho Beach House Miami with a new term loan and mezzanine loan. The new term loan of $ 55 million and mezzanine loan of $ 62 million are secured on the underlying property and operations of Soho Beach House Miami and are due in February 2024 . The loans bear interest at 5.34 % and 7.25 %, respectively. The Company incurred interest expense on these facilities of $ 2 million and $ 2 million during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 6 million and $ 6 million during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. Related Party Loans In 2017, Soho Works Limited entered into a term loan facility agreement with two individuals who are the holders of the Company’s redeemable preferred shares related to a £ 40 million term loan facility. The SWL loan bears interest at 7 % and matures at the earliest of: (a) September 29, 2022 ; (b) the date of disposal of the whole or substantial part of the Soho Works Limited; (c) the date of sale by the shareholders of the entire issued share capital of Soho Works Limited to a third party; (d) the date of the admission of Soho Works Limited to any recognized investment exchange or multi-lateral trading facility; and (e) any later date that the two individuals may determine in their sole discretion. The carrying amount of the term loan was £ 16 million ($ 21 million) and £ 13 million ($ 18 million) as of October 3, 2021 and January 3, 2021, respectively. The Company incurred interest expense of less than $ 1 million and less than $ 1 million during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 1 million and $ 1 million during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively, on this facility. In August 2020, the Company entered into a non-interest bearing loan agreement with a noncontrolling interest shareholder of certain of its subsidiaries in Greece for a principal amount of less than € 1 million ($ 1 million). The shareholder loan is presented within current portion of related party loans on the condensed consolidated balance sheets and matures in December 2021 . The shareholder loan has an effective interest rate of 4 %. Shareholders of the Company provided £ 19 million unsecured, non-interest bearing loan notes. The loan notes constituted unsecured obligations, and the rights of the noteholders under such loan notes were contractually subordinated to any secured senior indebtedness of the Company. In May 2020, the loan notes were settled in exchange for 2,176,424 A ordinary shares of SHHL. Prior to settlement, the loan notes had an effective interest rate of 10 %. The Company recognized effective interest expense of zero and $ 2 million on these loan notes during the 13 weeks and 39 weeks ended September 27, 2020, respectively. The following table presents future principal payments for the Company’s debt, property mortgage loans, and related party loans as of October 3, 2021: (in thousands) Remainder of 2021 $ 1,225 2022 24,964 2023 2,479 2024 117,790 2025 8,314 Thereafter 452,902 $ 607,674 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements Recurring and Non-recurring Fair Value Measurements There were no assets or liabilities measured at fair value on a recurring or non-recurring basis as of October 3, 2021 . There were no assets or liabilities measured at fair value on a recurring or non-recurring basis as of January 3, 2021 with the exception of Little House Mayfair Apartments for which the Company recognized an impairment loss during the fiscal year ended January 3, 2021. 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 believes that the carrying value of the Senior Secured Notes (excluding debt issuance costs of $ 11 million as of October 3, 2021) closely approximates the fair value of such notes, given the proximity of the initial issuance of the Senior Secured Notes to the period-end date and the stability of the Company’s credit profile since the date of issuance. With respect to the fair value of the Permira Senior Facility as of January 3, 2021, the Company does not believe that its financial performance or creditworthiness changed significantly since the inception of the facility, which was issued at par with a floating interest rate of LIBOR (subject to a floor of 1 %) + 7 %. Given the nature of this floating rate obligation and the stability of the Company’s creditworthiness, the carrying value (excluding debt issuance costs of $ 5 million as of January 3, 2021) closely approximated the Permira obligation’s fair value prior to the repayment of the Permira Senior Facility in March 2021. The fair value of the remaining debt is estimated to be equal to the current carrying value of each instrument 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 October 3, 2021 and January 3, 2021. The following table presents the estimated fair values (all of which are Level 2 fair value measurements) of the Company’s debt instruments with maturity dates in 2022 and thereafter: (in thousands) Carrying Value Fair Value October 3, 2021 Senior Secured Notes $ 441,387 $ 451,951 Property mortgage loans 114,947 114,947 Other non-current debt 13,866 13,866 $ 570,200 $ 580,764 (in thousands) Carrying Value Fair Value January 3, 2021 Related party loans $ 17,595 $ 17,595 Permira Senior Facility 542,638 547,739 US government-backed bank loan 21,481 21,481 Property mortgage loans 114,798 114,798 Other non-current debt 17,648 17,648 $ 714,160 $ 719,261 The carrying values of the Company’s other non-current liabilities and non-current assets approximate their fair values. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Oct. 03, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 14. Share-Based Compensation In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which Share Appreciation Rights (”SARs”) and Growth Shares were issued to certain of its employees. According to the provisions of the 2020 Plan, the awards would be settled in ordinary D shares of SHHL and the Company could grant up to 9,978,143 such ordinary D shares under the 2020 Plan. As of January 3, 2021, there were 5,536,998 SARs and 2,850,897 Growth Shares outstanding under the 2020 Plan. In connection with the IPO in July 2021, 25% of the outstanding awards accelerated in accordance with the original plan and all of the outstanding awards under the 2020 Plan were exchanged into awards that will be settled in Class A common stock of MCG. As a result of the exchange, 7,127,246 SHHL SARs were converted into 6,023,369 MCG SARs and 2,850,897 SHHL Growth Shares were converted into 781,731 restricted stock awards, all of which remained outstanding as of October 3, 2021. In July 2021, the Company established its 2021 Equity and Incentive Plan (the "2021 Plan"). The 2021 Plan allows for grants of nonqualified stock options, SARs, and restricted stock units ("RSUs"), or performance awards. There were 12,055,337 shares initially available for all awards under the 2021 Plan and the shares available will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022. On July 19, 2021, the Company granted 2,115,890 RSUs to employees and Board members under the 2021 Plan, with a grant date fair value of $ 10.80 . The RSUs vest in two equal installments on the second and third anniversaries of the grant date, with the exception of RSUs granted to certain executives, which vest in four equal installments on the first , second , third , and fourth anniversaries of the grant date. As of October 3, 2021, there were 2,115,890 RSUs outstanding under the 2021 Plan. Share-based compensation during the 13 weeks and 39 weeks ended October 3, 2021 and the 13 weeks and 39 weeks ended September 27, 2020 was recorded in the condensed consolidated statements of operations within general and administrative expense as shown in the following tables: 13 Weeks Ended 39 Weeks Ended (in thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 SARs $ 10,804 $ 423 $ 14,178 $ 423 Restricted stock awards (Growth Shares) 3,252 219 4,555 219 RSUs 1,225 — 1,225 — Total share-based compensation expense 15,281 642 19,958 642 Tax benefit for share-based compensation expense — — — — Share-based compensation expense, net of tax $ 15,281 $ 642 $ 19,958 $ 642 As of October 3, 2021, total compensation expense not yet recognized is as follows: With respect to the unvested SARs under the 2020 Plan, approximately $ 17 million, which is expected to be recognized over a weighted average period of 2.03 years; With respect to the unvested restricted stock awards (Growth Shares) under the 2020 Plan, approximately $ 5 million, which is expected to be recognized over a weighted average period of 1.89 years; With respect to the unvested RSUs under the 2021 Plan, approximately $ 22 million, which is expected to be recognized over a weighted average period of 3.74 years. |
Redeemable Preferred Shares
Redeemable Preferred Shares | 9 Months Ended |
Oct. 03, 2021 | |
Stockholders' Equity Note [Abstract] | |
Redeemable Preferred Shares | 15. Redeemable Preferred Shares In May 2016, the Company issued 10,000,000 , 7 % redeemable preferred shares totalling £ 10 million ($ 15 million) to unrelated parties. These shares were redeemable by the holders upon an exit, such as an IPO, or sale of the Company and the cumulative dividends are only paid on redemption. As of January 3, 2021, redemption of the preferred shares was not probable. During the second fiscal quarter of 2021, the Company concluded that the shares were probable of becoming redeemable and, therefore, accreted the shares to their redemption value. The accretion of $ 5 million during the second fiscal quarter of 2021 is reflected as a reduction in additional paid-in capital on the condensed consolidated statements of changes in redeemable shares and shareholders’ equity (deficit). In addition, the Company remeasured the redeemable preferred shares and recognized a foreign currency translation loss of less than $ 1 million and a foreign currency translation gain of $ 1 million for the 13 weeks and 39 weeks ended October 3, 2021, respectively, which is reflected within accumulated deficit on the condensed consolidated statements of changes in redeemable shares and shareholders’ equity (deficit). The Company redeemed these preferred shares for cash totaling $ 20 million during the 13 weeks ended October 3, 2021. On March 31, 2021, the Company issued 12,970,766 senior convertible preference shares (the “Senior Preference Shares”) in an aggregate liquidation preference of $ 175 million, or approximately $ 13.49 per Senior Preference Share (the “Issuance Price”), to certain funds managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates (the “Preference Share Investors”). The Company received net proceeds of $ 162 million and incurred transaction costs of $ 13 million related to the Senior Preference Shares. The Senior Preference Shares accrue a non-cash dividend of 8 % per annum on the investment amount of the Senior Preference Shares plus all previously compounded non-cash dividends. During the 13 weeks and 39 weeks ended October 3, 2021, the Company recognized non-cash preferred dividends of less than $ 1 million and $ 4 million as an adjustment to the carrying value of the Senior Preference Shares, with a corresponding reduction in additional paid-in capital on the condensed consolidated statements of changes in redeemable shares and shareholders’ equity (deficit). In addition, the Company recognized a deemed dividend of $ 51 million in connection with the conversion of the Senior Preference Shares into Class A common stock, because the conversion was effected at a discount to the public offering price. This deemed dividend is reflected as a reduction in additional paid-in capital on the condensed consolidated statements of changes in redeemable preferred shares and shareholders' equity (deficit). On July 19, 2021, all of the outstanding Senior Preference Shares were converted into an aggregate of 15,526,619 shares of Class A common stock of MCG immediately upon the closing of the IPO (as described in Note 1, Nature of the Business). |
C Ordinary Shares
C Ordinary Shares | 9 Months Ended |
Oct. 03, 2021 | |
Temporary Equity Disclosure [Abstract] | |
C Ordinary Shares | 16. C Ordinary Shares On August 23, 2019, the Company issued redeemable C ordinary shares to an unrelated third party. On the same date, the new investor purchased A ordinary shares directly from Mr. Nick Jones; these shares were immediately converted into an equal number of redeemable C ordinary shares. On November 4, 2019, the Company issued additional shares to the same investor, resulting in a total of 6,933,004 redeemable C ordinary shares issued and outstanding as of December 29, 2019. On May 19, 2020, the Company issued an additional 9,502,993 redeemable C ordinary shares to a different unrelated third party for a total subscription price of $ 100 million, net of discount of $ 6 million. The Company received net proceeds of $ 94 million and incurred $ 1 million of share issuance costs in connection with this issuance. An investor option was provided in conjunction with the redeemable C ordinary shares issued on May 19, 2020. In March 2021, the investor option was exercised for the full $ 50 million, net of a discount of $ 3 million, and the Company issued an additional 4,751,497 redeemable C ordinary shares. The Company received net proceeds of $ 47 million and did not incur any material share issuance costs in connection with this issuance. As a result, the Company had 21,187,494 redeemable C ordinary shares issued and outstanding immediately prior to the IPO. Redemption of these redeemable C ordinary shares was not probable as of any period preceding the IPO. On December 8, 2020, Mr. Nick Jones sold certain of his A ordinary shares to an unrelated third party and as a condition of the transaction, the A ordinary shares were converted into 1,710,546 C ordinary shares, which did not have any redemption rights and were therefore classified as permanent equity instead of mezzanine equity. On July 19, 2021, all of the outstanding C ordinary shares were exchanged into an aggregate of 6,592,023 shares of Class A common stock and 10,871,215 shares of Class B common stock of MCG in connection with the Reorganization Transactions (as described in Note 1, Nature of the Business). |
Loss Per Share and Shareholders
Loss Per Share and Shareholders' Equity (Deficit) | 9 Months Ended |
Oct. 03, 2021 | |
Stockholders' Equity Note [Abstract] | |
Loss Per Share and Shareholders' Equity (Deficit) | 17. Loss Per Share and Shareholders’ Equity (Deficit) Prior to the IPO, SHHL had five classes of ordinary shares: A ordinary shares , B ordinary shares, C ordinary shares (a portion of which had certain redemption rights), C2 ordinary shares and D ordinary shares. Each ordinary shareholder was entitled pari passu to dividend payments or any other distributions, subject to certain minimum return thresholds being met in the case of B ordinary shares and D ordinary shares. Holders of A ordinary shares and redeemable C ordinary shares were entitled to one vote for each A ordinary share or redeemable C ordinary share held. The B ordinary shares, non-redeemable C ordinary shares, C2 ordinary shares and D ordinary shares did not have any voting rights. Immediately prior to the closing of the IPO, affiliates of The Yucaipa Companies, LLC, and Messrs. Ron Burkle, Nick Jones, and Richard Caring exchanged their A ordinary shares, B ordinary shares, C ordinary shares and D ordinary shares for 141,500,385 shares of Class B common stock of MCG having an equivalent value, while the other ordinary shareholders of SHHL exchanged their equity interests for 14,935,193 shares of Class A common stock of MCG having an equivalent value. 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 one vote per share, while holders of Class B common stock are entitled to 10 votes per share. Each holder of Class B common stock has the right to convert its shares of Class B common stock into shares of Class A common stock, at any time, on a one-for-one basis. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis , upon transfer to any non-permitted holder of Class B common stock. Holders of Class A and Class B common stock are entitled to liquidation distributions on a pro rata basis, subject to prior satisfaction of all outstanding debt and liabilities and the payment of liquidation preferences, if any. The tables below present changes in each class of the Company’s redeemable preferred shares, ordinary shares and common stock, as applicable: SHHL Ordinary Shares (in thousands except for share data) SHHL Redeemable Preferred Shares SHHL Redeemable C Ordinary Shares A B C2 D As of December 29, 2019 10,000,000 6,933,004 166,110,113 4,469,417 3,326,048 — As of March 29, 2020 10,000,000 6,933,004 166,110,113 4,469,417 3,326,048 — Conversion of related party loan to SHHL A ordinary shares — — 2,176,424 — — — Issuance of SHHL redeemable C ordinary shares — 9,502,993 — — — — As of June 28, 2020 10,000,000 16,435,997 168,286,537 4,469,417 3,326,048 — Share-based compensation, net of tax — — — — — 2,850,897 As of September 27, 2020 10,000,000 16,435,997 168,286,537 4,469,417 3,326,048 2,850,897 SHHL Ordinary Shares MCG Common Stock (in thousands except for share data) SHHL Redeemable Preferred Shares SHHL Redeemable C Ordinary Shares A B C C2 D Class A Class B As of January 3, 2021 10,000,000 16,435,997 166,575,991 4,469,417 1,710,546 3,326,048 2,850,897 — — Issuance of senior convertible preference shares (Note 15) 12,970,766 — — — — — — — — Issuance of SHHL redeemable C ordinary shares (Note 16) — 4,751,497 — — — — — — — As of April 4, 2021 22,970,766 21,187,494 166,575,991 4,469,417 1,710,546 3,326,048 2,850,897 — — SHHL C2 ordinary shares issued in connection with the Cipura Acquisition (Note 3) — — — — — 644,828 — — — SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition (Note 3) — — — — — 92,647 — — — Purchase of Soho Works North America noncontrolling interests (Note 3) — — — — — 3,984,883 — — — Purchase of Scorpios noncontrolling interests (Note 3) — — — — — 572,410 — — — SHHL C2 ordinary shares issued in connection with the Line and Saguaro Acquisition (Note 3) — — — — — 1,900,599 — — — As of July 4, 2021 22,970,766 21,187,494 166,575,991 4,469,417 1,710,546 10,521,415 2,850,897 — — Effect of the Reorganization Transactions (Note 1) — ( 21,187,494 ) ( 166,575,991 ) ( 4,469,417 ) ( 1,710,546 ) ( 10,521,415 ) ( 2,850,897 ) 14,935,193 141,500,385 Issuance of common stock in connection with initial public offering — — — — — — — 30,567,918 — Redemption of the May 2016 preferred shares ( 10,000,000 ) — — — — — — — — Conversion of senior convertible preference shares into Class A common stock (Note 1) ( 12,970,766 ) — — — — — — 15,526,619 — As of October 3, 2021 — — — — — — — 61,029,730 141,500,385 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. As discussed in Note 1, Nature of the Business, immediately prior to the IPO, the Company completed certain reorganization transactions which resulted in changes to our common stock and issued and outstanding shares but no change in relative shareholder rights, rank, or value before and after the reorganization transaction. As such, the Reorganization Transactions were considered to have an equivalent effect to a stock split and require retrospective treatment for purposes of computing loss per share. All share and per share information has been retroactively adjusted to reflect the impact of the Reorganization Transactions for all periods presented. The issuance of shares in the IPO and the impact of the conversion of the Senior Preference Shares into Class A common stock are included in the calculation of loss per share prospectively from the date of issuance or conversion, as the case may be. The tables below illustrate the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share: 13 Weeks Ended 39 Weeks Ended (in thousands except share and per share amounts) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Net loss attributable to Membership Collective Group Inc. $ ( 77,027 ) $ ( 36,230 ) $ ( 223,493 ) $ ( 156,011 ) Less: Cumulative May 2016 preferred shares undeclared dividends ( 4,778 ) ( 4,017 ) ( 4,778 ) ( 4,017 ) Less: Incremental accretion of May 2016 preferred shares to redemption value ( 1,085 ) — ( 1,085 ) — Add: Foreign currency remeasurement of redeemable preferred shares ( 242 ) — 666 — Less: Non-cash dividends on the Senior Preference Shares ( 4,335 ) — ( 4,335 ) — Less: Preferred shares deemed dividend upon conversion ( 51,469 ) — ( 51,469 ) — Adjusted net loss attributable to Class A and Class B common stockholders $ ( 138,936 ) $ ( 40,247 ) $ ( 284,494 ) $ ( 160,028 ) Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders 194,015,595 145,269,523 164,208,521 140,685,466 Basic and diluted loss per share $ ( 0.72 ) $ ( 0.28 ) $ ( 1.73 ) $ ( 1.14 ) The net loss attributable to the Company in calculating basic and diluted loss per share for all periods presented is adjusted for cumulative undeclared dividends on the May 2016 preferred shares. In addition, the net loss attributable to the Company in calculating basic and diluted loss per share for the 13 weeks and 39 weeks ended October 3, 2021 is adjusted for non-cash dividends on the Senior Preference Shares and the impact of the deemed dividend to the holders of Senior Preference Shares upon their conversion into MCG Class A common stock. The loss per share calculations for the 13 weeks and 39 weeks ended September 27, 2020 exclude additional shares that would be issuable to the holders of SHHL redeemable C ordinary shares in the event of a public listing that resulted in the value of the SHHL redeemable C ordinary shares being less than the investor’s initial subscription price, because the impact of including such additional shares would be anti-dilutive. In addition, the loss per share calculation for the 13 weeks and 39 weeks ended October 3, 2021 and September 27, 2020 exclude the impact of unvested Growth Shares (which were exchanged into restricted stock awards in connection with the IPO) because the inclusion of such shares in diluted loss per share would be anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 condensed consolidated financial statements. Commitments and Contingencies In connection with the closure of Houses across the world beginning on March 14, 2020, the Company in its discretion issued membership credits to members to be redeemed for certain Soho House products and services. Membership credits were issued as a one-time goodwill gesture deemed to be a marketing offer to members, and were initially set to expire on December 31, 2020. The liability associated with the membership credits is derecognized based on the usage of credits and the cost of the inventory or services to fulfill the Company’s obligation to its members; this liability is classified within other current liabilities on the Company’s condensed consolidated balance sheet. In March 2021, the Company decided in its discretion to further extend the expiration date to September 30, 2021. The Company simultaneously adjusted its obligation based on its best estimate of the cost to be incurred. The redemption rate used to estimate the obligation associated with the membership credits was based on the Company’s cumulative experience to-date. An estimated liability of $ 12 million was accrued as of January 3, 2021. There are associated marketing expenses of $ 1 million and zero during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 5 million and $ 6 million during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively, which are included within other expense in the condensed consolidated statements of operations. The expense recognized during the 13 weeks ended October 3, 2021 is net of $ 4 million recorded upon expiration of the vast majority of credits on September 30, 2021. Capital Commitments As of October 3, 2021, capital expenditure commitments contracted for but not yet incurred total $ 2 million and are related primarily to construction and site improvement costs for Soho House Austin. As of January 3, 2021 , capital expenditure commitments contracted for but not yet incurred total $ 1 million and are related primarily to Soho House Hong Kong. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes For the 13 weeks and 39 weeks ended October 3, 2021 , there have been no material changes in the Company’s estimates or provisions for income taxes recorded in the unaudited condensed consolidated balance sheet. The Company has generated incremental deferred tax assets relating to tax losses, share-based compensation, and excess interest of $ 21 million and $ 41 million based on the results for the 13 weeks and 39 weeks ended October 3, 2021, respectively. As a consequence of the IPO, the Company anticipates that tax deductions will be available in certain jurisdictions in connection with share-based compensation and a deferred tax asset has therefore been recognized. Full valuation allowances have been recorded against the incremental deferred tax assets recognized for tax losses, share-based compensation, and excess interest. The level of unrecognized tax benefits has remained unchanged in the 13 weeks ended October 3, 2021 and has increased by $ 3 million in the 39 weeks ended October 3, 2021. There is no impact on the Company’s effective tax rate for the 13 weeks and 39 weeks ended October 3, 2021 as there is a corresponding reduction in the valuation allowance applied for the period. The effective tax rate for the 13 weeks ended October 3, 2021 was ( 3.91 )% , compared to 0.43 % for the 13 weeks ended September 27, 2020. The effective tax rate for the 39 weeks ended October 3, 2021 was ( 0.91 )% , compared to 0.34 % for the 39 weeks ended September 27, 2020. The effective income tax rate for the 13 weeks and 39 weeks ended October 3, 2021 and the 13 weeks and 39 weeks ended September 27, 2020 differs from the UK statutory rate of 19 % primarily due to a full valuation allowance being recorded against the tax losses and other deferred tax assets generated in the periods ended October 3, 2021 and September 27, 2020 . |
Segments
Segments | 9 Months Ended |
Oct. 03, 2021 | |
Segment Reporting [Abstract] | |
Segments | The Company’s core operations comprise of Houses and restaurants across a number of territories, which are managed on a geographical basis. In addition to Houses and restaurants, the Company offers other products and services, such as retail, home & beauty products and services, which comprise its Retail, Home & Beauty operating segment. The Company also provides build-out and design services, which comprise its Soho House Design operating segment. The Company has identified the following four reportable segments: UK, North America, Europe and RoW, Soho House Design. The Company analyzed the results of the Retail, Home & Beauty and Soho Works 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 Company manages and assesses the performance of the reportable segments by adjusted 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 adjusted EBITDA, and share-based compensation expense. The following tables present disaggregated revenue for the 13 weeks and 39 weeks ended October 3, 2021 and September 27, 2020 and the key financial metrics reviewed by the Chief Operating Decision Maker (“CODM”) for the Company’s reportable segments: (in thousands) 13 Weeks Ended October 3, 2021 North UK Europe & Soho Reportable All Total Membership revenues $ 25,239 $ — $ 16,101 $ — $ 5,841 $ — $ — $ 47,181 $ 6,274 $ 53,455 In-House revenues 26,703 — 30,389 — 13,282 — — 70,374 — 70,374 Other revenues 12,102 14,283 — 17,735 — 7,573 51,693 13,096 64,789 Total segment revenue 64,044 60,773 36,858 7,573 169,248 19,370 188,618 Elimination of equity accounted revenue ( 2,001 ) ( 2,662 ) — ( 4,396 ) — — ( 9,059 ) — ( 9,059 ) Consolidated revenue $ 62,043 $ 58,111 $ 32,462 $ 7,573 $ 160,189 $ 19,370 $ 179,559 (in thousands) 13 Weeks Ended September 27, 2020 North UK Europe & Soho Reportable All Total Membership revenues $ 23,394 $ 12,899 $ — $ 6,124 $ — $ — $ 42,417 $ 2,371 $ 44,788 In-House revenues 7,198 15,452 — 9,241 — — 31,891 — 31,891 Other revenues 5,813 7,344 — 6,119 — 17,697 36,973 8,182 45,155 Total segment revenue 36,405 35,695 21,484 17,697 111,281 10,553 121,834 Elimination of equity accounted revenue ( 3,693 ) ( 999 ) ( 2,963 ) — ( 7,655 ) — ( 7,655 ) Consolidated revenue $ 32,712 $ 34,696 $ 18,521 $ 17,697 $ 103,626 $ 10,553 $ 114,179 (in thousands) 39 Weeks Ended October 3, 2021 North UK Europe Soho Reportable All Total Membership revenues $ 68,841 $ 44,155 $ 15,988 $ — $ 128,984 $ 13,818 $ 142,802 In-House revenues 65,131 48,280 20,955 — 134,366 — 134,366 Other revenues 30,003 23,772 22,536 16,033 92,344 28,637 120,981 Total segment revenue 163,975 116,207 59,479 16,033 355,694 42,455 398,149 Elimination of equity accounted revenue ( 9,667 ) ( 4,071 ) ( 8,372 ) — $ ( 22,110 ) — ( 22,110 ) Consolidated revenue $ 154,308 $ 112,136 $ 51,107 $ 16,033 $ 333,584 $ 42,455 $ 376,039 (in thousands) 39 Weeks Ended September 27, 2020 North UK Europe Soho Reportable All Total Membership revenues $ 76,619 $ 40,164 $ 17,353 $ — $ 134,136 $ 7,856 $ 141,992 In-House revenues 40,748 41,474 24,616 — 106,838 — 106,838 Other revenues 18,020 17,157 6,375 25,527 67,079 19,946 87,025 Total segment revenue 135,387 98,795 48,344 25,527 308,053 27,802 335,855 Elimination of equity accounted revenue ( 12,166 ) ( 2,315 ) ( 8,639 ) — ( 23,120 ) — ( 23,120 ) Consolidated revenue $ 123,221 $ 96,480 $ 39,705 $ 25,527 $ 284,933 $ 27,802 $ 312,735 Revenue recognized from Soho House Design totaled $ 8 million and $ 18 million during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 16 million and $ 26 million for the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. During the fiscal year ended December 29, 2019, Soho House Design ceased providing build-out services as a result of the Company’s decision to shift strategic focus to the higher-margin design services. Some of SHD’s build-out services are provided as part of the Company’s in-house development activities (including to certain related parties as described in Note 21, Related Parties), which do not generate revenues from third parties. The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA: (in thousands) 13 Weeks Ended October 3, 2021 North UK Europe Soho Reportable All Total Total consolidated segment revenue $ 62,043 $ 58,111 $ 32,462 $ 7,573 $ 160,189 $ 19,370 $ 179,559 Total segment operating expenses ( 54,156 ) ( 51,394 ) ( 21,373 ) ( 7,851 ) ( 134,774 ) ( 22,781 ) ( 157,555 ) Share of equity method investments adjusted EBITDA 390 615 843 — 1,848 — 1,848 Reportable segments adjusted EBITDA 8,277 7,332 11,932 ( 278 ) 27,263 ( 3,411 ) 23,852 Unallocated corporate overhead ( 8,402 ) Consolidated adjusted EBITDA 15,450 Depreciation and amortization ( 21,500 ) Interest expense, net ( 20,827 ) Income tax expense ( 2,868 ) Loss on sale of property and other, net ( 31 ) Share of income of equity method investments 949 Foreign exchange ( 14,599 ) Pre-opening expenses ( 4,672 ) Non-cash rent ( 1,191 ) Deferred registration fees, net ( 974 ) Share of equity method investments adjusted EBITDA ( 1,848 ) Share-based compensation expense ( 15,281 ) Other expenses, net ( 8,829 ) Net loss $ ( 76,221 ) 13 Weeks Ended September 27, 2020 (in thousands) North UK Europe & Soho Reportable All Total Total consolidated segment revenue $ 32,712 $ 34,696 $ 18,521 $ 17,697 $ 103,626 $ 10,553 $ 114,179 Total segment operating expenses ( 26,131 ) ( 31,367 ) ( 15,305 ) ( 18,626 ) ( 91,429 ) ( 11,285 ) ( 102,714 ) Share of equity method investments adjusted EBITDA 651 26 229 — 906 — 906 Reportable segments adjusted EBITDA 7,232 3,355 3,445 ( 929 ) 13,103 ( 732 ) 12,371 Unallocated corporate overhead ( 7,728 ) Consolidated adjusted EBITDA 4,643 Depreciation and amortization ( 15,825 ) Interest expense, net ( 20,680 ) Income tax benefit 158 Gain on sale of property and other, net 284 Share of loss of equity method investments ( 600 ) Foreign exchange 1,656 Pre-opening expenses ( 4,588 ) Non-cash rent 2,505 Deferred registration fees, net 90 Share of equity method investments adjusted EBITDA ( 906 ) Share-based compensation expense ( 642 ) Other expenses, net ( 2,684 ) Net loss $ ( 36,589 ) (in thousands) 39 Weeks Ended October 3, 2021 North UK Europe & Soho Reportable All Total Total consolidated segment revenue $ 154,308 $ 112,136 $ 51,107 $ 16,033 $ 333,584 $ 42,455 $ 376,039 Total segment operating expenses ( 130,112 ) ( 106,385 ) ( 42,859 ) ( 21,112 ) ( 300,468 ) ( 53,926 ) ( 354,394 ) Share of equity method investments adjusted EBITDA 1,948 599 1,628 - 4,175 - 4,175 Reportable segments adjusted EBITDA 26,144 6,350 9,876 ( 5,079 ) 37,291 ( 11,471 ) 25,820 Unallocated corporate overhead ( 27,293 ) Consolidated adjusted EBITDA ( 1,473 ) Depreciation and amortization ( 61,250 ) Interest expense, net ( 67,449 ) Income tax expense ( 2,048 ) Gain on sale of property and other, net 6,872 Share of income of equity method investments 123 Foreign exchange (1) ( 30,521 ) Pre-opening expenses ( 15,990 ) Non-cash rent ( 6,898 ) Deferred registration fees, net ( 585 ) Share of equity method investments adjusted EBITDA ( 4,175 ) Share-based compensation expense ( 19,958 ) Other expenses, net ( 23,014 ) Net loss $ ( 226,366 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (in thousands) 39 Weeks Ended September 27, 2020 North UK Europe & Soho Reportable All Total Total consolidated segment revenue $ 123,221 $ 96,480 $ 39,705 $ 25,527 $ 284,933 $ 27,802 $ 312,735 Total segment operating expenses ( 98,742 ) ( 88,205 ) ( 39,895 ) ( 27,034 ) ( 253,876 ) ( 29,724 ) ( 283,600 ) Share of equity method investments adjusted EBITDA 1,930 3 681 - 2,614 - 2,614 Reportable segments adjusted EBITDA 26,409 8,278 491 ( 1,507 ) 33,671 ( 1,922 ) 31,749 Unallocated corporate overhead ( 22,292 ) Consolidated adjusted EBITDA 9,457 Depreciation and amortization ( 46,950 ) Interest expense, net ( 56,333 ) Income tax benefit 538 Gain on sale of property and other, net 273 Share of loss of equity method investments ( 2,912 ) Foreign exchange ( 3,638 ) Pre-opening expenses ( 15,976 ) Non-cash rent ( 10,814 ) Deferred registration fees, net ( 1,342 ) Share of equity method investments adjusted EBITDA ( 2,614 ) Share-based compensation expense ( 642 ) Other expenses, net ( 28,473 ) Net loss $ ( 159,426 ) (in thousands) 13 Weeks Ended 39 Weeks Ended October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Net loss $ ( 76,221 ) $ ( 36,589 ) $ ( 226,366 ) $ ( 159,426 ) Depreciation and amortization 21,500 15,825 61,250 46,950 Interest expense, net 20,827 20,680 67,449 56,333 Income tax expense (benefit) 2,868 ( 158 ) 2,048 ( 538 ) EBITDA ( 31,026 ) ( 242 ) ( 95,619 ) ( 56,681 ) Loss (gain) on sale of property and other, net 31 ( 284 ) ( 6,872 ) ( 273 ) Share of (profit) loss of equity method investments ( 949 ) 600 ( 123 ) 2,912 Foreign exchange 14,599 ( 1,656 ) 30,521 3,638 Pre-opening expenses (1) 4,672 4,588 15,990 15,976 Non-cash rent 1,191 ( 2,505 ) 6,898 10,814 Deferred registration fees, net 974 ( 90 ) 585 1,342 Share of equity method investments adjusted EBITDA 1,848 906 4,175 2,614 Share-based compensation expense, net of tax 15,281 642 19,958 642 Other expenses, net (2) 8,829 2,684 23,014 28,473 Adjusted EBITDA $ 15,450 $ 4,643 $ ( 1,473 ) $ 9,457 (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of $ 1 million and less than $ 1 million for the 13 weeks ended October 3, 2021 and September 27, 2020, respectively and $ 5 million and $ 6 million for the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. Other expenses, net also include IPO-related costs of $ 15 million and corporate financing and restructuring costs of $ 2 million incurred during the 39 weeks ended October 3, 2021 and the Soho Restaurants guarantee provision of $ 5 million recognized during the second fiscal quarter of 2020 (refer to Note 4, Consolidated Variable Interest Entities). 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 October 3, 2021 and January 3, 2021. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. (in thousands) October 3, 2021 January 3, 2021 Long-lived assets by geography United Kingdom $ 568,214 $ 567,093 North America 759,230 760,864 All other foreign countries 326,913 327,582 Total long-lived assets $ 1,654,357 $ 1,655,539 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 03, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 21. Related Party Transactions In 2017, Soho Works Limited entered into a term loan facility agreement with two individuals who were the holders of the Company’s redeemable preferred shares until the redemption of such shares during the 13 weeks ended October 3, 2021. For additional information, refer to Note 12, Debt – Related Party Loans. In 2013, 2016, 2018, and 2019, the Company entered into certain loans with its existing shareholders, affiliates of The Yucaipa Companies, LLC, Richard Caring and Nick Jones. These loans have been repaid or converted into ordinary shares of SHHL as of January 3, 2021. For additional information, refer to Note 12, Debt – Related Party Loans. The amounts owed by (to) equity method investees due within one year are as follows: (in thousands) October 3, 2021 January 3, 2021 Soho House Toronto Partnership $ ( 2,246 ) $ ( 1,787 ) Soho House—Cipura (Miami), LLC - 1,427 Raycliff Red LLP ( 2,867 ) ( 684 ) Mirador Barcel S.L. 1,089 773 Little Beach House Barcelona S.L. ( 62 ) 1 Mimea XXI S.L. 403 149 $ ( 3,683 ) $ ( 121 ) Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the condensed consolidated balance sheets. In 2016, Soho Works Limited, a consolidated VIE, entered into an agreement to lease a property under construction by the landlord with Store Holding Group Ltd, a wholly-owned subsidiary of the noncontrolling interest holders of SWL. The handover of six floors of the leased property occurred on a floor-by-floor basis upon substantial completion of landlord improvements, resulting in multiple lease commencement dates in 2019. Lease commencement for the remaining four floors occurred during 2020 upon substantial completion of landlord improvements. The operating lease asset and liability associated with this lease are $ 97 million and $ 117 million as of October 3, 2021 , respectively, and $ 100 million and $ 120 million as of January 3, 2021, respectively. Rent expense associated with this lease totaled $ 3 million and $ 3 million during the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 8 million and $ 6 million during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. The Company is party to a property lease arrangement with The Yucaipa Companies LLC. The operating lease asset and liability associated with this lease are $ 11 million and $ 17 million as of October 3, 2021 , respectively, and $ 12 million and $ 17 million as of January 3, 2021, respectively. Rent expense associated with this lease totaled $ 1 million and $ 1 million for the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 2 million and $ 2 million during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. 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 Ludlow 137 Holdings LLC, an affiliate of The Yucaipa Companies LLC. This lease runs for a term of 22 years until April 20, 2041, with options to extend for three additional five-year terms . The operating lease right-of-use asset and liability associated with this lease were $ 9 million, $ 15 million, respectively, as of October 3, 2021 and $ 9 million and $ 15 million, respectively, as of January 3, 2021. The rent expense associated with this lease was less than $ 1 million and less than $ 1 million for the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 1 million and $ 1 million during the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. The Company leases the Ludlow property from 139 Ludlow Acquisition LLC, an equity method investee. This is a 25 -year lease that commenced May 1, 2016. The operating lease right-of-use asset and liability associated with this lease were $ 30 million and $ 34 million, respectively, as of October 3, 2021 and $ 31 million and $ 34 million, respectively, as of January 3, 2021. The rent expense associated with this lease was $ 1 million and $ 1 million for the 13 weeks ended October 3, 2021 and September 27, 2020, respectively, and $ 3 million and $ 3 million during the 39 weeks ended October 3, 2021 and September 27, 2020 respectively. The Company leases the Tel Aviv House 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 MCG. This lease commenced on June 1, 2021. The operating lease right-of-use asset and liability associated with this lease were $ 23 million and $ 22 million, respectively, as of October 3, 2021. The rent expense associated with this lease was $ 1 million and $ 1 million for the 13 weeks and 39 weeks ended October 3, 2021, respectively. In return for arranging, and providing financial and transaction advisory services in connection with, the issuance of the Senior Secured Notes and the Senior Preference Shares as described in Note 12, Debt, and Note 15, Redeemable Preferred Shares, respectively, an affiliate of Yucaipa Companies LLC received a fee in an aggregate amount of $ 10 million pursuant to a fee letter arrangement with the Company dated March 23, 2021. In return for its role as sponsor in connection with our IPO, an affiliate of Yucaipa Companies LLC received a fee of $ 9 million pursuant to a fee letter arrangement with the Company dated July 19, 2021. The fee, which has been paid in full, has been recognized as a reduction of additional paid in capital. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 03, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent Events First Amended and Restated Note Purchase Agreement On November 15, 2021, Soho House Bond Limited, a wholly-owned subsidiary of the Company, entered into the First Amended and Restated Note Purchase Agreement (the “First Note Amendment”), which amends and restates in its entirety the existing Notes Purchase Agreement (the “Notes Purchase Agreement”), dated March 23, 2021, for an aggregate of $ 441 million in senior secured notes (the “Initial Notes”), subscribed for by certain funds managed, sponsored or advised by Goldman Sachs & Co. LLC and its affiliates. The First Note Amendment amends the Notes Purchase Agreement to, among other things, transition reporting from accounting principles generally accepted in the United Kingdom to accounting principles generally accepted in the United States of America. The Initial Notes are guaranteed and secured on substantially the same basis as our Revolving Credit Facility, which was also amended and restated on November 15, 2021, as described below. First Amended and Restated Revolving Credit Facility Agreement On November 15, 2021, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into the First Amended and Restated Revolving Facility Agreement (the "First Amendment"), which amends and restates in its entirety the existing £ 75.0 million Revolving Credit Facility, dated December 5, 2019, among HSBC Bank PLC and SHG Acquisition (UK) Limited and Soho House U.S. Corp., two of the Company's wholly-owned indirect subsidiaries, as borrowers. The First Amendment amends the Revolving Credit Facility to, among other things, change the reference rate under the Revolving Credit Facility for borrowings denominated in pounds sterling from a LIBOR-based rate to a SONIA-based rate and to transition reporting from accounting principles generally accepted in the United Kingdom to accounting principles generally accepted in the United States of America. The First Amendment also reset the Company's Consolidated EBITDA (as defined in the Revolving Credit Facility) test levels, scaling up from £ 0 at December 31, 2021 to £ 32.0 million ($ 44 million, if translated using the average exchange rate in effect during the 39 weeks ended October 3, 2021) after June 30, 2022 . The First Amendment matures on January 25, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 03, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed 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. We consistently applied the accounting policies described in the consolidated financial statements of SHHL as of and for the year ended January 3, 2021 included in Amendment No. 1 to the Company’s Form S-1 filed with the SEC on July 6, 2021 in preparing these unaudited condensed consolidated financial statements, other than those impacted by new accounting standards as described below. 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 include normal recurring adjustments, which in the opinion of management are necessary for the fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, of comprehensive loss, of changes in redeemable shares and shareholders’ equity (deficit), and of cash flows for the periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto, included in Amendment No. 1 to the Company’s Form S-1 filed with the SEC on July 6, 2021. The results of operations for the 13-week and 39-week periods ending October 3, 2021 and September 27, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The unaudited condensed consolidated statement of operations and statement of comprehensive loss for the 39 weeks ended October 3, 2021 include the correction of an error related to the Company’s consolidated financial statements for the fiscal years ended January 3, 2021 and December 29, 2019. The error relates to the correction of a consolidating adjustment for foreign currency transaction gains of $ 13 million in the fiscal year ended January 3, 2021 and $ 4 million in the fiscal year ended December 29, 2019. The correction of this error is presented within other in the condensed consolidated statement of operations for the 39 weeks ended October 3, 2021 and within foreign currency translation adjustment in the condensed consolidated statement of comprehensive loss for the 39 weeks ended October 3, 2021. Certain prior period amounts have been reclassified to conform to the current period presentation with no impact on previously reported net loss or cash flows, and no material impact on financial position. |
Going Concern | 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 from cash used in operating activities over the past years as we develop our Houses. During the 13 weeks and 39 weeks ended October 3, 2021, the Company incurred a consolidated net loss of $ 76 million and $ 226 million, respectively. During the 39 weeks ended October 3, 2021, the Company had negative cash flow from operations of $ 115 million. As of October 3, 2021, the Company had an accumulated deficit of $ 980 million. As of October 3, 2021, the Company had cash and cash equivalents of $ 259 million, and restricted cash of $ 9 million. In addition, since March 2020, the COVID-19 pandemic has significantly impacted our business and we have had to temporarily close some or all of our Houses, hotels and public restaurants, at different times due to the ongoing effects of the pandemic, which has and will continue to have an impact on our revenues. At the date of issuance of these condensed consolidated financial statements, our Houses are open where possible. In assessing the going concern basis of preparation of the condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 3, 2021, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, and the continued availability of funding to the Company from banks and shareholders. We have considered the impact of the COVID-19 pandemic on the Company and the resultant global economic uncertainties and have undertaken are-assessment of the cash flow forecasts covering a period of at least 12 months from the date these financial statements are issued. Cash flow forecasts have been prepared based on a range of scenarios including, but not limited to, no further debt or equity funding, the timing of a full re-opening of our Houses staggered and/or deferred to the end of the calendar year, cost reductions, both limited and extensive, and a combination of these different scenarios. We have assessed the sensitivity analysis on cash flows, and in order to finance these cash flow forecasts, we have completed a series of positive financing events during 2021, including issuance of new senior secured notes in an aggregate amount equal to $ 295 million, € 62 million ($ 73 million) and £ 53 million ($ 73 million), issuance of $ 175 million of senior convertible preference shares, and completion of our IPO for net proceeds of $ 388 million after deducting underwriting discounts and other offering costs (including net proceeds from the partial exercise of the overallotment option). The senior secured notes include an option for the Company to issue additional notes in an aggregate amount of up to $ 100 million on or prior to March 31, 2022. The proceeds from the senior secured notes and senior convertible preference shares have been used to repay all amounts outstanding under the Permira Senior Facility and the US government-backed bank loan. The proceeds from the IPO were used to repay the outstanding principal balance of our revolving credit facility of $ 98 million, which remains in place as a source of additional liquidity if required, and to pay the redemption price of outstanding redeemable preferred shares, with the remainder to be used for general corporate purposes, including working capital needs. See Note 12, Debt, and Note 15, Redeemable Preferred Shares, for additional information. We believe that the completed working capital events, our projected cash flows and the actions available to management to further control expenditure, as necessary, provide the Company with sufficient working capital (including cash and cash equivalents) to achieve its plans to recover from the impact of the pandemic, subject to the following key factors: the continued re-opening of Houses in a manner that is compliant with local laws and regulations, including the relaxing of mandatory capacity constraints, as well as anticipated demand; the level of in-House sales activity (primarily sales of food and beverage) that, even after opening, may be subject to reduced capacity as a result of any on-going restrictions; the continued high level of membership retention and renewals (which has been evidenced throughout the pandemic); and the implementation of cost reduction measures that aligned with the anticipated levels of capacity. While the impact of lockdowns and other restrictions may re-occur beyond current expectations and impact the Company’s ability to keep open Houses and return to a level of operation consistent with pre COVID-19 within the timeframes assumed in management’s detailed cash flow forecasts, we believe that the Company has sufficient financial resources together with an established and cash generative business model, and access to capital. Based on the available cash as a result of completed financing events discussed above, and the measures that have been put in place to control costs, we believe that the Company is able to continue in operational existence, meet its liabilities as they fall due, operate within its existing facilities, and meet all of its covenant requirements for a period of at least twelve months from the date these financial statements are issued. Based on the above, the condensed 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 condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 3, 2021 . |
Offering Costs | Offering Costs Direct and incremental legal and accounting costs associated with the Company’s initial public offering totaling $ 40 million have been deferred and recorded as a reduction of offering proceeds within additional paid-in capital in the unaudited condensed consolidated balance sheet as of October 3, 2021. In addition, during the 13 weeks and 39 weeks ended October 3, 2021, the Company incurred $ 8 million and $ 15 million, respectively, of costs related to the offering which were recognized in other in the unaudited condensed consolidated statements of operations. There were no offering costs incurred during the 13 weeks and 39 weeks ended September 27, 2020 . |
Comprehensive Loss | Comprehensive Loss The entire balance of accumulated other comprehensive income (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, and include the error correction described above during the 39 weeks ended October 3, 2021 . |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06 , Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in US GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company elected to early adopt the ASU on January 4, 2021. The provisions of this ASU have been applied on a modified retrospective basis and did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Consolidated Variable Interes_2
Consolidated Variable Interest Entities (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of consolidated VIEs' assets and liabilities included in the condensed consolidated balance sheets | The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the condensed consolidated balance sheets. The obligations of the consolidated VIEs other than Soho Restaurants Limited are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations. October 3, 2021⁽¹⁾ January 3, 2021 Cash and cash equivalents $ 4,059 $ 5,572 Restricted cash — 172 Accounts receivable 5,179 1,449 Inventories 99 68 Prepaid expenses and other current assets 12,562 1,370 Total current assets 21,899 8,631 Property and equipment, net 89,594 84,483 Operating lease assets 240,782 248,975 Other intangible assets, net 43 49 Other non-current assets 203 207 Total assets $ 352,521 $ 342,345 Accounts payable 10,454 8,379 Accrued liabilities 14,094 7,676 Indirect and employee taxes payable 1,024 54 Current portion of operating lease liabilities - sites trading less than one year — 767 Current portion of operating lease liabilities - sites trading more than one year 10,394 9,395 Other current liabilities 1,439 47 Total current liabilities 37,405 26,318 Debt 20,986 17,585 Operating lease liabilities, net of current portion - sites trading less than one year — 68,869 Operating lease liabilities, net of current portion - sites trading more than one year 280,055 220,529 Other non-current liabilities 423 368 Total liabilities $ 338,869 $ 333,669 Net assets $ 13,652 $ 8,676 (1) Amounts as of October 3, 2021 include balances related to SWNA following the Soho Works Acquisition, as this entity continues to be thinly capitalized. |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of the company's maximum exposure to losses related to its equity method investments | The following tables present 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, as well as certain guarantees. (in thousands) 13 Weeks Ended 39 Weeks Ended October 3, 2021 September 27, 2020 October 3, 2021⁽¹⁾ September 27, 2020 Revenues $ 9,059 $ 7,655 $ 22,110 $ 23,120 Operating income (loss) 2,456 ( 769 ) ( 722 ) ( 5,185 ) Net income (loss) (2) 2,469 ( 654 ) ( 709 ) ( 5,042 ) (1) Includes the financial information of Cipura through May 10, 2021. (2) The net income (loss) shown above relates entirely to continuing operations. |
Summary of equity method investment summarized balance sheet | (in thousands) As of October 3, 2021⁽¹⁾ January 3, 2021 Current assets $ 34,116 $ 25,075 Non-current assets 140,249 155,836 Total assets $ 174,365 $ 180,911 Current liabilities 11,844 5,392 Non-current liabilities 119,935 124,725 Total liabilities $ 131,779 $ 130,117 (1) Excludes the financial information of Cipura, which ceased to be an equity method investee on May 10, 2021 as a result of the Cipura Acquisition, as described in Note 3, Acquisitions. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Leases [Abstract] | |
Summary of the maturity of the Company's operating and finance lease liabilities | The maturity of the Company’s operating and finance lease liabilities as of October 3, 2021 is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2021 $ 28,670 $ 1,293 2022 120,030 5,211 2023 122,443 5,212 2024 122,644 5,213 2025 125,109 5,255 Thereafter 1,667,719 205,801 Total undiscounted lease payments 2,186,615 227,985 Present value adjustment 1,079,673 155,701 Total net lease liabilities $ 1,106,942 $ 72,284 |
Summary of the supplemental disclosure for the statement of cash flows related to operating and finance leases | The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases: (in thousands) 39 Weeks Ended October 3, 2021 September 27, 2020 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 58,428 ) $ ( 47,615 ) Interest payments for finance leases ( 3,803 ) ( 3,417 ) Cash flows from financing activities: Principal payments for finance leases $ ( 214 ) $ ( 130 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 125,199 $ 52,984 |
Summary of the additional information related to operating and finance leases | The following summarizes additional information related to operating and finance leases: 39 Weeks Ended October 3, 2021 September 27, 2020 Weighted-average remaining lease term Finance leases 44 years 45 years Operating leases 18 years 19 years Weighted-average discount rate Finance leases 6.99 % 6.99 % Operating leases 8.03 % 7.88 % |
Summary of the Company's estimated future undiscounted lease payments for current leases | The following summarizes the Company’s estimated future undiscounted lease payments for current leases under construction, including properties where the Soho House Design team is acting as the construction manager: (in thousands) Operating Fiscal year ending Construction Estimated total undiscounted lease payments Remainder of 2021 $ — 2022 5,262 2023 20,786 2024 29,819 2025 34,474 Thereafter 923,997 Total undiscounted lease payments expected to be capitalized $ 1,014,338 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Revenue Recognition [Abstract] | |
Summary of disaggregation of revenue | The following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period ending October 3, 2021. The Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less. (in thousands) Next twelve Future periods Membership and registration fees $ 58,797 $ 23,727 Total future revenues $ 58,797 $ 23,727 The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers: (in thousands) October 3, 2021 January 3, 2021 Contract receivables $ 21,572 $ 8,367 Contract assets 6,843 8,099 Contract liabilities 111,567 85,723 |
Inventories, Prepaid Expenses_2
Inventories, Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses And Other Current Assets | The table below presents the components of prepaid expenses and other current assets. (in thousands) October 3, 2021 January 3, 2021 Amounts owed by equity method investees $ 1,492 $ 2,350 Prepayments and accrued income 25,204 13,789 Contract assets 6,843 8,099 Other receivables 27,252 19,325 Total prepaid expenses and other current assets $ 60,791 $ 43,563 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | A summary of goodwill for each of the Company’s applicable reportable segments from January 3, 2021 to October 3, 2021 is as follows: (in thousands) UK North America Europe and Total January 3, 2021 $ 101,602 $ 28,780 $ 71,100 $ 201,482 Cipura Acquisition (Note 3) — 16,695 — 16,695 Line and Saguaro Acquisition (Note 3) — 2,043 — 2,043 Foreign currency translation adjustment ( 1,442 ) — ( 3,787 ) ( 5,229 ) October 3, 2021 $ 100,160 $ 47,518 $ 67,313 $ 214,991 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Current Liabilities (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | (in thousands) October 3, 2021 January 3, 2021 Accrued interest $ 1,116 $ 23,110 Hotel deposits 12,376 7,008 Trade, capital and other accruals 61,739 42,773 $ 75,231 $ 72,891 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Property Mortgage Loans, Net of Debt Issuance Costs | Debt balances, net of debt issuance costs, are as follows: (in thousands) October 3, 2021 January 3, 2021 Revolving credit facilities, interest at 3.75 % plus LIBOR⁽¹⁾ $ — $ 81,615 Permira Senior Facility, interest at 7 % plus LIBOR, maturing April 2023 — 542,638 US government-backed bank loan, interest at 1 %, maturing April 2023 — 21,481 Senior Secured Notes, interest at 8.1764 %, maturing March 2027 441,387 — Other loans (see additional description below) 17,149 17,648 458,536 663,382 Less: Current portion of long-term debt ( 3,903 ) ( 88,802 ) Total long-term debt, net of current portion $ 454,633 $ 574,580 (1) The Company does not believe that there are any material potential effects on financial reporting of the market-wide migration away from LIBOR, which is expected to be phased out at the end of calendar year 2021, to alternative reference rates. As of October 3, 2021, the Company does not have any outstanding debt balances with associated LIBOR rates. To the extent such debt balances arise, the Company plans to either repay them prior to the end of calendar year 2021 or to replace the LIBOR benchmark rate with another benchmark rate, such as the SONIA. Property mortgage loans, net of debt issuance costs, are as follows: (in thousands) October 3, 2021 January 3, 2021 Term loan, interest at 5.34 %, maturing February 6, 2024 $ 54,211 $ 53,965 Mezzanine loan, interest at 7.25 %, maturing February 6, 2024 60,736 60,833 Total property mortgage loans $ 114,947 $ 114,798 Related party loans, net of current portion and imputed interest, are as follows: (in thousands) October 3, 2021 January 3, 2021 Related party loans, unsecured, 7 % interest bearing, maturing September 2022 $ 20,986 $ 17,595 Related party loans, unsecured, 4 % interest bearing, maturing December 2021 579 611 21,565 18,206 Less: Current portion of related party loans ( 21,565 ) ( 611 ) Total related party loans, net of current portion $ - $ 17,595 |
Summary Of remaining loans consist | The remaining loans consist of the following: Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 4,662 7.5 % Farmhouse loan⁽¹⁾ £ July 2022 3,283 7.9 % Soho House Hong Kong loan⁽ 2 ⁾ $ June 2023 — LIBOR + 7 % Compagnie de Phalsbourg credit facility € January 2025 5,965 7 % Optima Bank loan € September 2023 1,512 4.1 % Greek government loan € July 2025 1,737 3.1 % (1) On June 1, 2021, certain subsidiaries of the Company entered into a development funding agreement with Dorncroft Limited, the landlord of Soho Farmhouse. The agreement provides a commitment of up to £ 9 million ($ 12 million) for certain improvements at the Farmhouse property. Interest on the balance drawn under the agreement accrues at an annual rate of 7.9 % per annum and is added to the loan principal balance. The facility expires on the earlier of July 31, 2022 or the completion date for the planned development activities. The facility is guaranteed by SHG Acquisition (UK) Limited. (2) The Company must comply with certain financial covenants, including the requirement that the Company maintain certain minimum EBITDA levels, calculated pursuant to the Soho House Hong Kong loan agreement; the minimum EBITDA requirement was not met as of January 3, 2021. In June 2021, the creditor of the Soho House Hong Kong Loan waived the existing covenant breach and the ongoing minimum EBITDA requirements until January 3, 2022. In September 2021, the Company repaid in full amounts outstanding under the Soho House Hong Kong loan. |
Summary of Future Principal Payments for the Company's Debt, Property Mortgage Loans, and Related Party Loans | The following table presents future principal payments for the Company’s debt, property mortgage loans, and related party loans as of October 3, 2021: (in thousands) Remainder of 2021 $ 1,225 2022 24,964 2023 2,479 2024 117,790 2025 8,314 Thereafter 452,902 $ 607,674 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Estimated Fair Values of the Company's Debt Instruments | The following table presents the estimated fair values (all of which are Level 2 fair value measurements) of the Company’s debt instruments with maturity dates in 2022 and thereafter: (in thousands) Carrying Value Fair Value October 3, 2021 Senior Secured Notes $ 441,387 $ 451,951 Property mortgage loans 114,947 114,947 Other non-current debt 13,866 13,866 $ 570,200 $ 580,764 (in thousands) Carrying Value Fair Value January 3, 2021 Related party loans $ 17,595 $ 17,595 Permira Senior Facility 542,638 547,739 US government-backed bank loan 21,481 21,481 Property mortgage loans 114,798 114,798 Other non-current debt 17,648 17,648 $ 714,160 $ 719,261 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation | Share-based compensation during the 13 weeks and 39 weeks ended October 3, 2021 and the 13 weeks and 39 weeks ended September 27, 2020 was recorded in the condensed consolidated statements of operations within general and administrative expense as shown in the following tables: 13 Weeks Ended 39 Weeks Ended (in thousands) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 SARs $ 10,804 $ 423 $ 14,178 $ 423 Restricted stock awards (Growth Shares) 3,252 219 4,555 219 RSUs 1,225 — 1,225 — Total share-based compensation expense 15,281 642 19,958 642 Tax benefit for share-based compensation expense — — — — Share-based compensation expense, net of tax $ 15,281 $ 642 $ 19,958 $ 642 |
Loss Per Share and Shareholde_2
Loss Per Share and Shareholders' Equity (Deficit) (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in each Class of Redeemable Preferred Shares, Ordinary Shares and Common Stock | The tables below present changes in each class of the Company’s redeemable preferred shares, ordinary shares and common stock, as applicable: SHHL Ordinary Shares (in thousands except for share data) SHHL Redeemable Preferred Shares SHHL Redeemable C Ordinary Shares A B C2 D As of December 29, 2019 10,000,000 6,933,004 166,110,113 4,469,417 3,326,048 — As of March 29, 2020 10,000,000 6,933,004 166,110,113 4,469,417 3,326,048 — Conversion of related party loan to SHHL A ordinary shares — — 2,176,424 — — — Issuance of SHHL redeemable C ordinary shares — 9,502,993 — — — — As of June 28, 2020 10,000,000 16,435,997 168,286,537 4,469,417 3,326,048 — Share-based compensation, net of tax — — — — — 2,850,897 As of September 27, 2020 10,000,000 16,435,997 168,286,537 4,469,417 3,326,048 2,850,897 SHHL Ordinary Shares MCG Common Stock (in thousands except for share data) SHHL Redeemable Preferred Shares SHHL Redeemable C Ordinary Shares A B C C2 D Class A Class B As of January 3, 2021 10,000,000 16,435,997 166,575,991 4,469,417 1,710,546 3,326,048 2,850,897 — — Issuance of senior convertible preference shares (Note 15) 12,970,766 — — — — — — — — Issuance of SHHL redeemable C ordinary shares (Note 16) — 4,751,497 — — — — — — — As of April 4, 2021 22,970,766 21,187,494 166,575,991 4,469,417 1,710,546 3,326,048 2,850,897 — — SHHL C2 ordinary shares issued in connection with the Cipura Acquisition (Note 3) — — — — — 644,828 — — — SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition (Note 3) — — — — — 92,647 — — — Purchase of Soho Works North America noncontrolling interests (Note 3) — — — — — 3,984,883 — — — Purchase of Scorpios noncontrolling interests (Note 3) — — — — — 572,410 — — — SHHL C2 ordinary shares issued in connection with the Line and Saguaro Acquisition (Note 3) — — — — — 1,900,599 — — — As of July 4, 2021 22,970,766 21,187,494 166,575,991 4,469,417 1,710,546 10,521,415 2,850,897 — — Effect of the Reorganization Transactions (Note 1) — ( 21,187,494 ) ( 166,575,991 ) ( 4,469,417 ) ( 1,710,546 ) ( 10,521,415 ) ( 2,850,897 ) 14,935,193 141,500,385 Issuance of common stock in connection with initial public offering — — — — — — — 30,567,918 — Redemption of the May 2016 preferred shares ( 10,000,000 ) — — — — — — — — Conversion of senior convertible preference shares into Class A common stock (Note 1) ( 12,970,766 ) — — — — — — 15,526,619 — As of October 3, 2021 — — — — — — — 61,029,730 141,500,385 |
Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares | The tables below illustrate the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share: 13 Weeks Ended 39 Weeks Ended (in thousands except share and per share amounts) October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Net loss attributable to Membership Collective Group Inc. $ ( 77,027 ) $ ( 36,230 ) $ ( 223,493 ) $ ( 156,011 ) Less: Cumulative May 2016 preferred shares undeclared dividends ( 4,778 ) ( 4,017 ) ( 4,778 ) ( 4,017 ) Less: Incremental accretion of May 2016 preferred shares to redemption value ( 1,085 ) — ( 1,085 ) — Add: Foreign currency remeasurement of redeemable preferred shares ( 242 ) — 666 — Less: Non-cash dividends on the Senior Preference Shares ( 4,335 ) — ( 4,335 ) — Less: Preferred shares deemed dividend upon conversion ( 51,469 ) — ( 51,469 ) — Adjusted net loss attributable to Class A and Class B common stockholders $ ( 138,936 ) $ ( 40,247 ) $ ( 284,494 ) $ ( 160,028 ) Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders 194,015,595 145,269,523 164,208,521 140,685,466 Basic and diluted loss per share $ ( 0.72 ) $ ( 0.28 ) $ ( 1.73 ) $ ( 1.14 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Segment Reporting [Abstract] | |
Summary of disaggregated revenue | The following tables present disaggregated revenue for the 13 weeks and 39 weeks ended October 3, 2021 and September 27, 2020 and the key financial metrics reviewed by the Chief Operating Decision Maker (“CODM”) for the Company’s reportable segments: (in thousands) 13 Weeks Ended October 3, 2021 North UK Europe & Soho Reportable All Total Membership revenues $ 25,239 $ — $ 16,101 $ — $ 5,841 $ — $ — $ 47,181 $ 6,274 $ 53,455 In-House revenues 26,703 — 30,389 — 13,282 — — 70,374 — 70,374 Other revenues 12,102 14,283 — 17,735 — 7,573 51,693 13,096 64,789 Total segment revenue 64,044 60,773 36,858 7,573 169,248 19,370 188,618 Elimination of equity accounted revenue ( 2,001 ) ( 2,662 ) — ( 4,396 ) — — ( 9,059 ) — ( 9,059 ) Consolidated revenue $ 62,043 $ 58,111 $ 32,462 $ 7,573 $ 160,189 $ 19,370 $ 179,559 (in thousands) 13 Weeks Ended September 27, 2020 North UK Europe & Soho Reportable All Total Membership revenues $ 23,394 $ 12,899 $ — $ 6,124 $ — $ — $ 42,417 $ 2,371 $ 44,788 In-House revenues 7,198 15,452 — 9,241 — — 31,891 — 31,891 Other revenues 5,813 7,344 — 6,119 — 17,697 36,973 8,182 45,155 Total segment revenue 36,405 35,695 21,484 17,697 111,281 10,553 121,834 Elimination of equity accounted revenue ( 3,693 ) ( 999 ) ( 2,963 ) — ( 7,655 ) — ( 7,655 ) Consolidated revenue $ 32,712 $ 34,696 $ 18,521 $ 17,697 $ 103,626 $ 10,553 $ 114,179 (in thousands) 39 Weeks Ended October 3, 2021 North UK Europe Soho Reportable All Total Membership revenues $ 68,841 $ 44,155 $ 15,988 $ — $ 128,984 $ 13,818 $ 142,802 In-House revenues 65,131 48,280 20,955 — 134,366 — 134,366 Other revenues 30,003 23,772 22,536 16,033 92,344 28,637 120,981 Total segment revenue 163,975 116,207 59,479 16,033 355,694 42,455 398,149 Elimination of equity accounted revenue ( 9,667 ) ( 4,071 ) ( 8,372 ) — $ ( 22,110 ) — ( 22,110 ) Consolidated revenue $ 154,308 $ 112,136 $ 51,107 $ 16,033 $ 333,584 $ 42,455 $ 376,039 (in thousands) 39 Weeks Ended September 27, 2020 North UK Europe Soho Reportable All Total Membership revenues $ 76,619 $ 40,164 $ 17,353 $ — $ 134,136 $ 7,856 $ 141,992 In-House revenues 40,748 41,474 24,616 — 106,838 — 106,838 Other revenues 18,020 17,157 6,375 25,527 67,079 19,946 87,025 Total segment revenue 135,387 98,795 48,344 25,527 308,053 27,802 335,855 Elimination of equity accounted revenue ( 12,166 ) ( 2,315 ) ( 8,639 ) — ( 23,120 ) — ( 23,120 ) Consolidated revenue $ 123,221 $ 96,480 $ 39,705 $ 25,527 $ 284,933 $ 27,802 $ 312,735 |
Summary of reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue | The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA: (in thousands) 13 Weeks Ended October 3, 2021 North UK Europe Soho Reportable All Total Total consolidated segment revenue $ 62,043 $ 58,111 $ 32,462 $ 7,573 $ 160,189 $ 19,370 $ 179,559 Total segment operating expenses ( 54,156 ) ( 51,394 ) ( 21,373 ) ( 7,851 ) ( 134,774 ) ( 22,781 ) ( 157,555 ) Share of equity method investments adjusted EBITDA 390 615 843 — 1,848 — 1,848 Reportable segments adjusted EBITDA 8,277 7,332 11,932 ( 278 ) 27,263 ( 3,411 ) 23,852 Unallocated corporate overhead ( 8,402 ) Consolidated adjusted EBITDA 15,450 Depreciation and amortization ( 21,500 ) Interest expense, net ( 20,827 ) Income tax expense ( 2,868 ) Loss on sale of property and other, net ( 31 ) Share of income of equity method investments 949 Foreign exchange ( 14,599 ) Pre-opening expenses ( 4,672 ) Non-cash rent ( 1,191 ) Deferred registration fees, net ( 974 ) Share of equity method investments adjusted EBITDA ( 1,848 ) Share-based compensation expense ( 15,281 ) Other expenses, net ( 8,829 ) Net loss $ ( 76,221 ) 13 Weeks Ended September 27, 2020 (in thousands) North UK Europe & Soho Reportable All Total Total consolidated segment revenue $ 32,712 $ 34,696 $ 18,521 $ 17,697 $ 103,626 $ 10,553 $ 114,179 Total segment operating expenses ( 26,131 ) ( 31,367 ) ( 15,305 ) ( 18,626 ) ( 91,429 ) ( 11,285 ) ( 102,714 ) Share of equity method investments adjusted EBITDA 651 26 229 — 906 — 906 Reportable segments adjusted EBITDA 7,232 3,355 3,445 ( 929 ) 13,103 ( 732 ) 12,371 Unallocated corporate overhead ( 7,728 ) Consolidated adjusted EBITDA 4,643 Depreciation and amortization ( 15,825 ) Interest expense, net ( 20,680 ) Income tax benefit 158 Gain on sale of property and other, net 284 Share of loss of equity method investments ( 600 ) Foreign exchange 1,656 Pre-opening expenses ( 4,588 ) Non-cash rent 2,505 Deferred registration fees, net 90 Share of equity method investments adjusted EBITDA ( 906 ) Share-based compensation expense ( 642 ) Other expenses, net ( 2,684 ) Net loss $ ( 36,589 ) (in thousands) 39 Weeks Ended October 3, 2021 North UK Europe & Soho Reportable All Total Total consolidated segment revenue $ 154,308 $ 112,136 $ 51,107 $ 16,033 $ 333,584 $ 42,455 $ 376,039 Total segment operating expenses ( 130,112 ) ( 106,385 ) ( 42,859 ) ( 21,112 ) ( 300,468 ) ( 53,926 ) ( 354,394 ) Share of equity method investments adjusted EBITDA 1,948 599 1,628 - 4,175 - 4,175 Reportable segments adjusted EBITDA 26,144 6,350 9,876 ( 5,079 ) 37,291 ( 11,471 ) 25,820 Unallocated corporate overhead ( 27,293 ) Consolidated adjusted EBITDA ( 1,473 ) Depreciation and amortization ( 61,250 ) Interest expense, net ( 67,449 ) Income tax expense ( 2,048 ) Gain on sale of property and other, net 6,872 Share of income of equity method investments 123 Foreign exchange (1) ( 30,521 ) Pre-opening expenses ( 15,990 ) Non-cash rent ( 6,898 ) Deferred registration fees, net ( 585 ) Share of equity method investments adjusted EBITDA ( 4,175 ) Share-based compensation expense ( 19,958 ) Other expenses, net ( 23,014 ) Net loss $ ( 226,366 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (in thousands) 39 Weeks Ended September 27, 2020 North UK Europe & Soho Reportable All Total Total consolidated segment revenue $ 123,221 $ 96,480 $ 39,705 $ 25,527 $ 284,933 $ 27,802 $ 312,735 Total segment operating expenses ( 98,742 ) ( 88,205 ) ( 39,895 ) ( 27,034 ) ( 253,876 ) ( 29,724 ) ( 283,600 ) Share of equity method investments adjusted EBITDA 1,930 3 681 - 2,614 - 2,614 Reportable segments adjusted EBITDA 26,409 8,278 491 ( 1,507 ) 33,671 ( 1,922 ) 31,749 Unallocated corporate overhead ( 22,292 ) Consolidated adjusted EBITDA 9,457 Depreciation and amortization ( 46,950 ) Interest expense, net ( 56,333 ) Income tax benefit 538 Gain on sale of property and other, net 273 Share of loss of equity method investments ( 2,912 ) Foreign exchange ( 3,638 ) Pre-opening expenses ( 15,976 ) Non-cash rent ( 10,814 ) Deferred registration fees, net ( 1,342 ) Share of equity method investments adjusted EBITDA ( 2,614 ) Share-based compensation expense ( 642 ) Other expenses, net ( 28,473 ) Net loss $ ( 159,426 ) (in thousands) 13 Weeks Ended 39 Weeks Ended October 3, 2021 September 27, 2020 October 3, 2021 September 27, 2020 Net loss $ ( 76,221 ) $ ( 36,589 ) $ ( 226,366 ) $ ( 159,426 ) Depreciation and amortization 21,500 15,825 61,250 46,950 Interest expense, net 20,827 20,680 67,449 56,333 Income tax expense (benefit) 2,868 ( 158 ) 2,048 ( 538 ) EBITDA ( 31,026 ) ( 242 ) ( 95,619 ) ( 56,681 ) Loss (gain) on sale of property and other, net 31 ( 284 ) ( 6,872 ) ( 273 ) Share of (profit) loss of equity method investments ( 949 ) 600 ( 123 ) 2,912 Foreign exchange 14,599 ( 1,656 ) 30,521 3,638 Pre-opening expenses (1) 4,672 4,588 15,990 15,976 Non-cash rent 1,191 ( 2,505 ) 6,898 10,814 Deferred registration fees, net 974 ( 90 ) 585 1,342 Share of equity method investments adjusted EBITDA 1,848 906 4,175 2,614 Share-based compensation expense, net of tax 15,281 642 19,958 642 Other expenses, net (2) 8,829 2,684 23,014 28,473 Adjusted EBITDA $ 15,450 $ 4,643 $ ( 1,473 ) $ 9,457 (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of $ 1 million and less than $ 1 million for the 13 weeks ended October 3, 2021 and September 27, 2020, respectively and $ 5 million and $ 6 million for the 39 weeks ended October 3, 2021 and September 27, 2020, respectively. Other expenses, net also include IPO-related costs of $ 15 million and corporate financing and restructuring costs of $ 2 million incurred during the 39 weeks ended October 3, 2021 and the Soho Restaurants guarantee provision of $ 5 million recognized during the second fiscal quarter of 2020 (refer to Note 4, Consolidated Variable Interest Entities). |
Summary of long-lived asset information by geographic area | 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 October 3, 2021 and January 3, 2021. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. (in thousands) October 3, 2021 January 3, 2021 Long-lived assets by geography United Kingdom $ 568,214 $ 567,093 North America 759,230 760,864 All other foreign countries 326,913 327,582 Total long-lived assets $ 1,654,357 $ 1,655,539 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Oct. 03, 2021 | |
Related Party Transactions [Abstract] | |
Summary of details amounts owed by (to) equity method investees due within one year are as follows | The amounts owed by (to) equity method investees due within one year are as follows: (in thousands) October 3, 2021 January 3, 2021 Soho House Toronto Partnership $ ( 2,246 ) $ ( 1,787 ) Soho House—Cipura (Miami), LLC - 1,427 Raycliff Red LLP ( 2,867 ) ( 684 ) Mirador Barcel S.L. 1,089 773 Little Beach House Barcelona S.L. ( 62 ) 1 Mimea XXI S.L. 403 149 $ ( 3,683 ) $ ( 121 ) |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) $ / shares in Units, $ in Millions | Jul. 19, 2021USD ($)$ / sharesshares |
Revolving Credit Facility [Member] | |
Business Acquisition [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ | $ 98 |
Redeemable Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Repayments of Debt | $ | $ 20 |
Soho House Holdings Limited [Member] | Common Class B [Member] | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Conversion of Units | 141,500,385 |
Soho House Holdings Limited [Member] | Common Class A [Member] | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Conversion of Units | 14,935,193 |
Soho House Holdings Limited [Member] | Senior Convertible Preference Shares [Member] | |
Business Acquisition [Line Items] | |
Stock Issued During Period, Shares, Conversion of Units | 15,526,619 |
IPO [Member] | Common Class A [Member] | |
Business Acquisition [Line Items] | |
Stock shares issued during the period shares | 30,567,918 |
Share Price | $ / shares | $ 14 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 567,918 |
Proceeds from IPO | $ | $ 388 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies- Additional Information (Detail) $ in Thousands, € in Millions, £ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Oct. 03, 2021USD ($) | Jul. 04, 2021USD ($) | Apr. 04, 2021USD ($) | Sep. 27, 2020USD ($) | Jun. 28, 2020USD ($) | Mar. 29, 2020USD ($) | Oct. 03, 2021USD ($) | Oct. 03, 2021EUR (€) | Oct. 03, 2021GBP (£) | Oct. 03, 2020USD ($) | Sep. 27, 2020USD ($) | Jan. 03, 2021USD ($) | Dec. 29, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Other comprehensive income foreign currency translation gain adjustment, Net of tax | $ 12,325 | $ (1,410) | $ 16,009 | $ (7,404) | $ 4,565 | $ 13,491 | |||||||
Net loss | (76,221) | $ (57,108) | $ (93,037) | (36,589) | $ (77,857) | $ (44,980) | $ (226,366) | $ (159,426) | |||||
Cash flow from operation | (114,939) | (18,004) | |||||||||||
Accumulated deficit | (979,930) | (979,930) | $ (757,103) | ||||||||||
Cash and cash equivalents at carrying value | 259,341 | 106,299 | 259,341 | 106,299 | 52,887 | ||||||||
Restricted cash | 9,481 | 6,601 | $ 9,481 | 6,601 | 7,083 | ||||||||
Cash flow forecast, period | 12 months | 12 months | 12 months | ||||||||||
Offering cost | 8,000 | $ 15,000 | |||||||||||
Accrued offering costs | 540 | 540 | |||||||||||
Line of credit facility, maximum amount outstanding during period | 98 | ||||||||||||
IPO [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Accrued offering costs | 40,000 | 40,000 | |||||||||||
Other Expense [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Payments of stock issuance costs | 15,000 | ||||||||||||
Other Assets [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Accrued offering costs | $ 0 | $ 0 | |||||||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Shares issued during period, temporary equity | 175,000 | ||||||||||||
Senior Secured Notes One [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Notes Issued | 295,000 | ||||||||||||
Senior Secured Notes Two [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Notes Issued | 73,000 | € 62 | |||||||||||
Senior Secured Notes Three [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Notes Issued | 73,000 | £ 53 | |||||||||||
Senior Secured Notes [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Notes Issued | 100,000 | ||||||||||||
Proceeds from IPO | 388,000 | ||||||||||||
Previously Reported [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Other comprehensive income foreign currency translation gain adjustment, Net of tax | $ 13,000 | $ 4,000 | |||||||||||
Net loss | 76,000 | 226,000 | |||||||||||
Cash flow from operation | $ (115,000) | ||||||||||||
Cash and cash equivalents at carrying value | 259,000 | 259,000 | |||||||||||
Restricted cash | $ 9,000 | $ 9,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 22, 2021 | May 12, 2021 | May 10, 2021 | Apr. 30, 2021 | Oct. 03, 2021 | Oct. 03, 2021 | Sep. 27, 2020 | May 01, 2021 | Jan. 03, 2021 |
Business Acquisition [Line Items] | |||||||||
Operating lease right-of-use asset and associated lease liability | $ 125,199 | $ 52,984 | |||||||
Business combination, Recognized goodwill | $ 214,991 | $ 214,991 | $ 201,482 | ||||||
Cipura Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity method investment, Ownership percentage | 50.00% | ||||||||
Percentage of equity interest acquired | 50.00% | ||||||||
Business combination consideration tranferred, Equity interest issued | $ 9,000 | ||||||||
Business combination consideration tranferred description, Equity interest issued | The fair value of the C2 ordinary shares was derived by using an implied valuation of $13.49 per share which was supported by recent third-party capital raising transactions that occurred during 2021. | ||||||||
Share Price | $ 13.49 | ||||||||
Equity method investment, Ownership percentage derecognized | 50.00% | 50.00% | |||||||
Business combination, Recognized cash and cash equivalents | $ 1,000 | ||||||||
Business combination, Recognized net working capital liabilities | 1,000 | ||||||||
Business combination, Recognized property and equipment | 1,000 | ||||||||
Operating lease right-of-use asset and associated lease liability | $ 1,000 | ||||||||
Business combination, Recognized deferred tax liabilities | 1,000 | ||||||||
Business combination, Recognized right-of-use assets | 4,000 | ||||||||
Business combination, Recognized lease liabilities | 5,000 | ||||||||
Business combination, Recognized goodwill | 17,000 | ||||||||
Business combination, Recognized receivables | $ 2,000 | ||||||||
Cipura Acquisition [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Increase intangible assets after valuation | 1,000 | $ 1,000 | |||||||
Decrease in deferred tax liabilities after valuation | 1,000 | 1,000 | |||||||
Reduction of goodwill | $ 1,000 | 1,000 | |||||||
Cipura Acquisition [Member] | Common Class C Two [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, Acquisition | 644,828 | ||||||||
Cipura Acquisition [Member] | Trade Names [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, Recognized intangible assets | $ 3,000 | ||||||||
Cipura Acquisition [Member] | Gain Loss On Sale Of Property Plant Equipment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination equity interest in acquiree, Remeasurement gain | 7,000 | ||||||||
Cipura Acquisition [Member] | General and Administrative Expense [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, Acquisition related costs | 1,000 | ||||||||
Mandolin Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination consideration tranferred, Equity interest issued | $ 1,000 | ||||||||
Business combination consideration tranferred description, Equity interest issued | The fair value of the C2 ordinary shares was derived by using an implied valuation of $13.49, as described above. | ||||||||
Share Price | $ 13.49 | ||||||||
Mandolin Acquisition [Member] | Common Class C Two [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, Acquisition of Mandolin | 92,647 | ||||||||
Soho Works Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination consideration tranferred description, Equity interest issued | The fair value of the C2 ordinary shares was derived by using an implied valuation of $13.49 per share, as described above. | ||||||||
Share Price | $ 13.49 | ||||||||
Business combination, Derecognized non controlling interest | $ 33,000 | ||||||||
Business combination, Change in fair value of consideration | $ 54,000 | ||||||||
Soho Works Acquisition [Member] | SW SPV LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of equity interest acquired | 30.00% | ||||||||
Business combination consideration tranferred, Equity interest issued | $ 54,000 | ||||||||
Soho Works Acquisition [Member] | Common Class C Two [Member] | SW SPV LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, Acquisition of Soho works | 3,984,883 | ||||||||
Paraga Beach S A [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of equity interest acquired | 12.00% | ||||||||
Business combination, Cash consideration paid | $ 9,000 | ||||||||
Paraga Beach S A [Member] | Seligny Holdings Limited And Jaquelle Limited [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, Equity interest held in acquiree | 10.00% | ||||||||
Scorpios Noncontrolling Interests Acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of equity interest acquired | 11.00% | ||||||||
Business combination consideration tranferred description, Equity interest issued | The fair value of the C2 ordinary shares was derived by using an implied valuation of $13.49 per share, as described above. | ||||||||
Share Price | $ 13.49 | ||||||||
Business combination, Recognized goodwill | $ 2,000 | ||||||||
Business combination, Derecognized non controlling interest | $ 16,000 | ||||||||
Scorpios Noncontrolling Interests Acquisitions [Member] | Seligny Holdings Limited And Jaquelle Limited [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination consideration tranferred, Equity interest issued | $ 8,000 | ||||||||
Scorpios Noncontrolling Interests Acquisitions [Member] | Common Class C Two [Member] | Seligny Holdings Limited And Jaquelle Limited [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, Acquisition of Scorpios non controlling interest | 572,410 | ||||||||
Line And Saguaro Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination consideration tranferred, Equity interest issued | $ 26,000 | ||||||||
Business combination consideration tranferred description, Equity interest issued | The fair value of the C2 ordinary shares was derived by using an implied valuation of $13.49 per share, as described above. | ||||||||
Share Price | $ 13.49 | ||||||||
Line And Saguaro Acquisition [Member] | Hotel Management Agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, Recognized intangible assets | $ 24,000 | ||||||||
Business combination, Recognized intangible assets useful life | 15 years | ||||||||
Line And Saguaro Acquisition [Member] | Common Class C Two [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during period, Acquisition of Line and saguaro | 1,900,599 | ||||||||
Line And Saguaro Acquisition [Member] | General and Administrative Expense [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, Acquisition related costs | $ 1,000 |
Consolidated Variable Interes_3
Consolidated Variable Interest Entities - Summary of Consolidated VIEs' Assets and Liabilities Included in The Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 | Sep. 27, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | $ 259,341 | $ 52,887 | $ 106,299 |
Restricted cash | 9,481 | 7,083 | $ 6,601 |
Accounts receivable | 21,572 | 9,659 | |
Inventories | 26,606 | 22,551 | |
Prepaid expenses and other current assets | 60,791 | 43,563 | |
Total current assets | 377,791 | 135,743 | |
Property and equipment, net | 674,613 | 669,650 | |
Operating lease assets | 959,236 | 961,787 | |
Other intangible assets, net | 130,887 | 107,844 | |
Other non-current assets | 5,185 | 3,460 | |
Total assets | 2,383,440 | 2,104,445 | |
Accounts payable | 59,792 | 61,540 | |
Accrued liabilities | 75,231 | 72,891 | |
Indirect and employee taxes payable | 27,750 | 15,743 | |
Other current liabilities | 42,843 | 38,584 | |
Total current liabilities | 339,516 | 359,458 | |
Debt | 454,633 | 574,580 | |
Other non-current liabilities | 326 | 368 | |
Total liabilities | 2,158,386 | 2,303,333 | |
Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | 4,059 | 5,572 | |
Restricted cash | 172 | ||
Accounts receivable | 5,179 | 1,449 | |
Inventories | 99 | 68 | |
Prepaid expenses and other current assets | 12,562 | 1,370 | |
Total current assets | 21,899 | 8,631 | |
Property and equipment, net | 89,594 | 84,483 | |
Operating lease assets | 240,782 | 248,975 | |
Other intangible assets, net | 43 | 49 | |
Other non-current assets | 203 | 207 | |
Total assets | 352,521 | 342,345 | |
Accounts payable | 10,454 | 8,379 | |
Accrued liabilities | 14,094 | 7,676 | |
Indirect and employee taxes payable | 1,024 | 54 | |
Other current liabilities | 1,439 | 47 | |
Total current liabilities | 37,405 | 26,318 | |
Debt | 20,986 | 17,585 | |
Other non-current liabilities | 423 | 368 | |
Total liabilities | 338,869 | 333,669 | |
Net assets | 13,652 | 8,676 | |
Sites Trading Less Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 216 | 605 | |
Operating lease liabilities, net of current portion | 124,054 | 68,708 | |
Sites Trading Less Than One Year [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 0 | 767 | |
Operating lease liabilities, net of current portion | 0 | 68,869 | |
Sites Trading More Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 32,752 | 26,036 | |
Operating lease liabilities, net of current portion | 949,920 | 994,849 | |
Sites Trading More Than One Year [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 10,394 | 9,395 | |
Operating lease liabilities, net of current portion | $ 280,055 | $ 220,529 |
Consolidated Variable Interes_4
Consolidated Variable Interest Entities - Additional Information (Detail) $ in Thousands, £ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jun. 28, 2020USD ($) | Oct. 03, 2021USD ($) | Jan. 03, 2021USD ($) | Sep. 27, 2020USD ($) | Aug. 18, 2020USD ($) | Aug. 18, 2020GBP (£) | |
Consolidated Variable Interest Entities [Line Items] | ||||||
Cash and cash equivalents | $ 259,341 | $ 52,887 | $ 106,299 | |||
Operating Lease, Right-of-Use Asset | 959,236 | $ 961,787 | ||||
Soho Restaurants Limited [Member] | ||||||
Consolidated Variable Interest Entities [Line Items] | ||||||
Varible interest entity, Loss exposure amount | $ 1,000 | £ 1 | ||||
Cash and cash equivalents | 1,000 | |||||
Net working capital | 5,000 | |||||
Operating Lease, Right-of-Use Asset | 11,000 | |||||
Non-controlling interest | $ 2,000 | |||||
Soho Works Limited [Member] | ||||||
Consolidated Variable Interest Entities [Line Items] | ||||||
Varible interest entity, Size of VIE | The Soho Works Limited (“SWL”) joint venture develops and operates Soho-branded, membership-based co-working spaces, with two sites currently in operation in the UK. | |||||
General and Administrative Expense [Member] | ||||||
Consolidated Variable Interest Entities [Line Items] | ||||||
Provision for loan, lease, and other losses | $ 5,000 |
Equity Method Investments - Sum
Equity Method Investments - Summary of The Company's Maximum Exposure To Losses Related To Its Equity Method Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 03, 2021 | Jul. 04, 2021 | Apr. 04, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | ||||||||
Revenues | $ 179,559 | $ 114,179 | $ 376,039 | $ 312,735 | ||||
Operating loss | (53,444) | (15,751) | (163,864) | (100,992) | ||||
Net loss | (76,221) | $ (57,108) | $ (93,037) | (36,589) | $ (77,857) | $ (44,980) | (226,366) | (159,426) |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||||||||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | ||||||||
Revenues | 9,059 | 7,655 | 22,110 | 23,120 | ||||
Operating loss | 2,456 | (769) | (722) | (5,185) | ||||
Net loss | $ 2,469 | $ (654) | $ (709) | $ (5,042) |
Equity Method Investments - S_2
Equity Method Investments - Summary of Equity Method Investment Summarized Balance Sheet (Detail) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Total current assets | $ 377,791 | $ 135,743 |
Non-current assets | 2,005,649 | 1,968,702 |
Total assets | 2,383,440 | 2,104,445 |
Total current liabilities | 339,516 | 359,458 |
Non-current liabilities | 1,818,870 | 1,943,875 |
Total liabilities | 2,158,386 | 2,303,333 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Total current assets | 34,116 | 25,075 |
Non-current assets | 140,249 | 155,836 |
Total assets | 174,365 | 180,911 |
Total current liabilities | 11,844 | 5,392 |
Non-current liabilities | 119,935 | 124,725 |
Total liabilities | $ 131,779 | $ 130,117 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Jan. 03, 2021USD ($) | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investment | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 03, 2021USD ($)Number | Sep. 27, 2020USD ($) | Oct. 03, 2021USD ($)Number | Sep. 27, 2020USD ($) | Jul. 04, 2021USD ($) | Jan. 03, 2021USD ($)Number | |
Finance leases, Term of contract | 50 years | 50 years | ||||
Operating leases, Option to extend | multiple | |||||
Number of units under Finance lease | Number | 2 | 2 | 2 | |||
Finance leases, Renewal term | 25 years | 25 years | ||||
Number of units subject to operating lease | Number | 100 | 100 | 83 | |||
Accrued rent | $ 14,000 | $ 14,000 | $ 20,000 | |||
Finance lease liabilities, Non current | 72,284 | 72,284 | 73,558 | |||
Finance lease assets, net of accumulated depreciation | 64,000 | $ 64,000 | $ 66,000 | |||
Lease reset period | 5 years | |||||
Operating leases, Rental expenses | 30,000 | $ 29,000 | $ 84,000 | $ 81,000 | ||
Finance lease assets, Amortization expense | 1,000 | 1,000 | 1,000 | 1,000 | ||
Finance lease, Interest expense | $ 1,000 | $ 1,000 | $ 4,000 | $ 4,000 | ||
Operating lease liability, Payments due | $ 2,186,615 | |||||
Operating lease, Weighted average remaining lease term | 18 years | 19 years | 18 years | 19 years | ||
Minimum [Member] | ||||||
Operating leases, Term of contract | 1 year | 1 year | ||||
Operating leases, Renewal term | 5 years | 5 years | ||||
Maximum [Member] | ||||||
Operating leases, Term of contract | 30 years | 30 years | ||||
Operating leases, Renewal term | 10 years | 10 years | ||||
2021 [Member] | ||||||
Operating lease liability, Payments due | $ 115,000 | $ 115,000 | ||||
Operating lease, Weighted average remaining lease term | 20 years | 20 years | ||||
2022 [Member] | ||||||
Operating lease liability, Payments due | $ 468,000 | $ 468,000 | ||||
Operating lease, Weighted average remaining lease term | 23 years | 23 years | ||||
2023 [Member] | ||||||
Operating lease liability, Payments due | $ 290,000 | $ 290,000 | ||||
Operating lease, Weighted average remaining lease term | 19 years | 19 years | ||||
2026 [Member] | ||||||
Operating lease liability, Payments due | $ 141,000 | $ 141,000 | ||||
Operating lease, Weighted average remaining lease term | 25 years | 25 years |
Leases - Summary of The Maturit
Leases - Summary of The Maturity of The Company's Operating and Finance Lease Liabilities (Detail) $ in Thousands | Jul. 04, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2021 | $ 28,670 |
2022 | 120,030 |
2023 | 122,443 |
2024 | 122,644 |
2025 | 125,109 |
Thereafter | 1,667,719 |
Total undiscounted lease payments | 2,186,615 |
Present value adjustment | 1,079,673 |
Total net lease liabilities | 1,106,942 |
Remainder of 2021 | 1,293 |
2022 | 5,211 |
2023 | 5,212 |
2024 | 5,213 |
2025 | 5,255 |
Thereafter | 205,801 |
Total undiscounted lease payments | 227,985 |
Present value adjustment | 155,701 |
Total net lease liabilities | $ 72,284 |
Leases - Summary of The Supplem
Leases - Summary of The Supplemental Disclosure For The Statement of Cash Flows Related to Operating and Finance Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2021 | Sep. 27, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ (58,428) | $ (47,615) |
Interest payments for finance leases | (3,803) | (3,417) |
Cash flows from financing activities related to leases | ||
Principal payments for finance leases | (214) | (130) |
Supplemental disclosures of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 125,199 | $ 52,984 |
Leases - Summary of The Additio
Leases - Summary of The Additional Information Related to Operating and Finance Leases (Detail) | Oct. 03, 2021 | Sep. 27, 2020 |
Weighted-average remaining lease term | ||
Finance leases | 44 years | 45 years |
Operating leases | 18 years | 19 years |
Weighted-average discount rate | ||
Finance leases | 6.99% | 6.99% |
Operating leases | 8.03% | 7.88% |
Leases - Summary of The Company
Leases - Summary of The Company's Estimated Future Undiscounted Lease Payments For Current Leases (Detail) $ in Thousands | Oct. 03, 2021USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 0 |
2022 | 5,262 |
2023 | 20,786 |
2024 | 29,819 |
2025 | 34,474 |
Thereafter | 923,997 |
Total undiscounted lease payments expected to be capitalized | $ 1,014,338 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Jan. 03, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total future revenues | $ 58,797 | $ 23,727 | |
Contract receivables | 21,572 | $ 8,367 | |
Contract assets | 6,843 | 8,099 | |
Contract liabilities | 111,567 | $ 85,723 | |
Membership And Registration Fees [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total future revenues | $ 58,797 | $ 23,727 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Revenue Recognition [Abstract] | ||||
Revenue recognized, contract liability | $ 19 | $ 16 | $ 55 | $ 54 |
Inventories, Prepaid Expenses_3
Inventories, Prepaid Expenses and Other Current Assets - Prepaid Expenses And Other Current Assets (Detail) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Amounts owed by equity method investees | $ 1,492 | $ 2,350 |
Prepayments and accrued income | 25,204 | 13,789 |
Contract assets | 6,843 | 8,099 |
Other receivables | 27,252 | 19,325 |
Total prepaid expenses and other current assets | $ 60,791 | $ 43,563 |
Inventories, Prepaid Expenses_4
Inventories, Prepaid Expenses and Other Current Assets - Additional Information (Detail) - USD ($) $ in Millions | Oct. 03, 2021 | Jan. 03, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Raw materials and service stock and supplies | $ 8 | $ 8 |
Finished goods | $ 19 | $ 15 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Property, Plant and Equipment, Additions | $ 27 | $ 30 | $ 64 | $ 91 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Oct. 03, 2021USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 201,482 |
Foreign currency translation adjustment | (5,229) |
Ending balance | 214,991 |
UK [Member] | |
Goodwill [Line Items] | |
Beginning balance | 101,602 |
Foreign currency translation adjustment | (1,442) |
Ending balance | 100,160 |
North America [Member] | |
Goodwill [Line Items] | |
Beginning balance | 28,780 |
Ending balance | 47,518 |
Europe and RoW [Member] | |
Goodwill [Line Items] | |
Beginning balance | 71,100 |
Foreign currency translation adjustment | (3,787) |
Ending balance | 67,313 |
Cipura Acquisition [Member] | |
Goodwill [Line Items] | |
Acquisition | 16,695 |
Cipura Acquisition [Member] | North America [Member] | |
Goodwill [Line Items] | |
Acquisition | 16,695 |
Line And Saguaro Acquisition [Member] | |
Goodwill [Line Items] | |
Acquisition | 2,043 |
Line And Saguaro Acquisition [Member] | North America [Member] | |
Goodwill [Line Items] | |
Acquisition | $ 2,043 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 1,116 | $ 23,110 |
Hotel deposits | 12,376 | 7,008 |
Trade, capital and other accruals | 61,739 | 42,773 |
Accrued Liabilities And Other Current Liabilities | $ 75,231 | $ 72,891 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Current Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Oct. 03, 2021 | Jan. 03, 2021 |
Payables and Accruals [Abstract] | ||
Social security taxes | $ 2 | $ 2 |
Contingent liability | $ 12 |
Debt - Summary of Property Mort
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Detail) $ in Thousands, £ in Millions | Oct. 03, 2021USD ($) | Jan. 03, 2021USD ($) | Jan. 03, 2021GBP (£) | Feb. 28, 2019USD ($) |
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Debt balances, net | $ 458,536 | $ 663,382 | ||
Less: Current portion of long-term debt | (3,903) | (88,802) | ||
Total long-term debt, net of current portion | 454,633 | 574,580 | ||
Related party loans, net | 21,565 | 18,206 | ||
Less: Current portion of related party loans | (21,565) | (611) | ||
Total related party loans, net of current portion | 0 | 17,595 | ||
Related Party Loan Maturing September 2022 [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Related party loans, net | 20,986 | 17,595 | ||
Related Party Loan Maturing December 2021 [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Related party loans, net | 579 | 611 | ||
Revolving Credit Facility [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Debt balances, net | 81,615 | |||
Permira Senior Facility [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Debt balances, net | 542,638 | £ 397 | ||
Us GovernmentBacked Bank Loan [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Debt balances, net | 21,481 | |||
Senior Notes [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Debt balances, net | 441,387 | |||
Other Loans [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Debt balances, net | 17,149 | 17,648 | ||
Mortgages [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Property mortgage loans, net | 114,947 | 114,798 | ||
Mortgages [Member] | Term Loan [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Property mortgage loans, net | 54,211 | 53,965 | ||
Mortgages [Member] | Subordinated Debt [Member] | ||||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | ||||
Property mortgage loans, net | $ 60,736 | $ 60,833 | $ 62,000 |
Debt - Summary of Property Mo_2
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Parenthetical) (Detail) | Jan. 03, 2021 | Apr. 01, 2020 | Dec. 31, 2017 | Apr. 01, 2017 | Oct. 03, 2021 | Jan. 03, 2021 | May 31, 2020 | Feb. 28, 2019 |
Revolving Credit Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Maturity Date | Jan. 1, 2023 | |||||||
Permira Senior Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Maturity Date | Apr. 1, 2023 | Apr. 1, 2022 | ||||||
US Government Backed Bank Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 1.00% | 1.00% | 1.00% | |||||
Debt Instrument, Maturity Date | Apr. 1, 2023 | Apr. 1, 2023 | ||||||
Senior Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 8.1764% | 8.1764% | 8.1764% | |||||
Debt Instrument, Maturity Date | Mar. 31, 2027 | |||||||
Mortgages [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Maturity Date | Sep. 29, 2022 | |||||||
Mortgages [Member] | Term Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 5.34% | 5.34% | 5.34% | |||||
Debt Instrument, Maturity Date | Feb. 6, 2024 | Feb. 6, 2024 | ||||||
Mortgages [Member] | Subordinated Debt [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 7.25% | 7.00% | 7.25% | 7.25% | 7.25% | |||
Debt Instrument, Maturity Date | Feb. 6, 2024 | |||||||
Unsecured Debt [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 10.00% | |||||||
Unsecured Debt [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 7.00% | 7.00% | 7.00% | |||||
Debt Instrument, Maturity Date | Sep. 30, 2022 | Sep. 30, 2022 | ||||||
Unsecured Debt [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 4.00% | 4.00% | 4.00% | |||||
Debt Instrument, Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 3.75% | 3.75% | 3.75% | |||||
London Interbank Offered Rate (LIBOR) [Member] | Permira Senior Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Interest rate | 7.00% | 7.00% | 7.00% | |||||
Debt Instrument, Maturity Date | Apr. 30, 2023 | Apr. 30, 2023 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands, € in Millions, £ in Millions | Mar. 31, 2022USD ($) | Mar. 01, 2021USD ($) | Mar. 01, 2021GBP (£) | Mar. 01, 2021EUR (€) | Jan. 03, 2021USD ($) | Aug. 31, 2020USD ($) | May 31, 2020shares | Apr. 01, 2020USD ($) | Feb. 28, 2019USD ($) | Dec. 31, 2017USD ($) | Apr. 01, 2017USD ($) | Oct. 03, 2021USD ($) | Sep. 27, 2020USD ($) | Jul. 04, 2021USD ($) | Oct. 03, 2021USD ($) | Oct. 03, 2021GBP (£) | Sep. 27, 2020USD ($) | Oct. 03, 2021GBP (£) | Jun. 01, 2021USD ($) | Jun. 01, 2021GBP (£) | Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Mar. 31, 2021EUR (€) | Jan. 03, 2021GBP (£) | Aug. 31, 2020EUR (€) | Apr. 24, 2020USD ($) | Apr. 01, 2020GBP (£) | Dec. 05, 2019USD ($) | Dec. 05, 2019GBP (£) | Apr. 01, 2017GBP (£) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest Expense | $ 20,827 | $ 20,680 | $ 67,449 | $ 56,333 | ||||||||||||||||||||||||||
Long-term Debt | $ 663,382 | 458,536 | 458,536 | |||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | (14,126) | |||||||||||||||||||||||||||||
Senior secured notes | $ 295,000 | € 62 | ||||||||||||||||||||||||||||
Related Party Loans [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000 | € 1 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | December 2021 | |||||||||||||||||||||||||||||
Soho Works Limited [Member] | Related Party Loans [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest Expense | 1,000 | $ 1,000 | 1,000 | $ 1,000 | ||||||||||||||||||||||||||
Carrying amount of the term loan | $ 18,000 | $ 21,000 | $ 21,000 | £ 16 | £ 13 | |||||||||||||||||||||||||
Fixed rate borrowings [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Weighted-average interest rate | 8.00% | 7.00% | 8.00% | 7.00% | 8.00% | |||||||||||||||||||||||||
Floating Rate borrowings [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Weighted-average interest rate | 0.00% | 7.00% | 0.00% | 7.00% | 0.00% | |||||||||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility | $ 22,000 | |||||||||||||||||||||||||||||
Interest Expense | $ 0 | $ 1,000 | ||||||||||||||||||||||||||||
Interest rate | 1.00% | |||||||||||||||||||||||||||||
Development Funding Agreement [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 7.90% | 7.90% | ||||||||||||||||||||||||||||
Other Commitment | $ 12,000 | £ 9 | ||||||||||||||||||||||||||||
Permira Senior Facility [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility | $ 345,000 | £ 275 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 1, 2023 | Apr. 1, 2022 | ||||||||||||||||||||||||||||
Interest Expense | $ 0 | $ 16,000 | 13,000 | $ 37,000 | ||||||||||||||||||||||||||
Long-term Debt | $ 542,638 | £ 397 | ||||||||||||||||||||||||||||
Paid-in-Kind Interest | $ 79,000 | |||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | 9,000 | |||||||||||||||||||||||||||||
Extinguishment of Debt,prepayment penalties | 4,000 | |||||||||||||||||||||||||||||
Write-offs of unamortized debt issuance costs | 5,000 | |||||||||||||||||||||||||||||
Transaction costs | $ 5,000 | |||||||||||||||||||||||||||||
Debt instrument basis rate | 7.00% | |||||||||||||||||||||||||||||
Business Exit Costs | $ 5,000 | |||||||||||||||||||||||||||||
Permira Senior Facility [Member] | GBP tranche [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Paid-in-Kind Interest | $ 505,000 | £ 368 | ||||||||||||||||||||||||||||
Permira Senior Facility [Member] | USD tranche [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Paid-in-Kind Interest | 8,000 | |||||||||||||||||||||||||||||
Permira Senior Facility [Member] | EUR tranche [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Paid-in-Kind Interest | $ 53,000 | € 45 | ||||||||||||||||||||||||||||
Permira Senior Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2023 | Apr. 30, 2023 | Apr. 30, 2023 | |||||||||||||||||||||||||||
Interest rate | 7.00% | 7.00% | 7.00% | 7.00% | 7.00% | |||||||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | 7 | |||||||||||||||||||||||||||||
Mortgages [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 29, 2022 | |||||||||||||||||||||||||||||
Interest Expense | $ 2,000 | 2,000 | $ 6,000 | 6,000 | ||||||||||||||||||||||||||
Property Mortgage Loans | $ 114,798 | $ 114,947 | $ 114,947 | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | February 2024 | |||||||||||||||||||||||||||||
Mortgages [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility | $ 40,000 | |||||||||||||||||||||||||||||
Interest rate | 5.34% | |||||||||||||||||||||||||||||
Property Mortgage Loans | $ 55,000 | |||||||||||||||||||||||||||||
Mortgages [Member] | Subordinated Debt [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 6, 2024 | Feb. 6, 2024 | ||||||||||||||||||||||||||||
Interest rate | 7.25% | 7.25% | 7.00% | 7.25% | 7.25% | 7.25% | 7.25% | |||||||||||||||||||||||
Property Mortgage Loans | $ 60,833 | $ 62,000 | $ 60,736 | $ 60,736 | ||||||||||||||||||||||||||
Unsecured Debt [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest Expense | 0 | 2,000 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Non-interest bearing loan | £ | £ 19 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, | shares | 2,176,424 | |||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Line of credit facility | $ 72,000 | £ 55 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 1, 2023 | |||||||||||||||||||||||||||||
Line of credit additional borrowing capacity | $ 25,000 | £ 20 | ||||||||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 19,000 | 101 | 101 | £ 75 | £ 14 | |||||||||||||||||||||||||
Interest Expense | $ 1,000 | 1,000 | $ 3,000 | 3,000 | ||||||||||||||||||||||||||
Long-term Debt | $ 81,615 | |||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 3.75% | 3.75% | 3.75% | 3.75% | 3.75% | |||||||||||||||||||||||||
Soho House Hong Kong Loan [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2023 | Jun. 30, 2023 | ||||||||||||||||||||||||||||
Soho House Hong Kong Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 7.00% | 7.00% | 7.00% | |||||||||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR + 7 | LIBOR + 7 | ||||||||||||||||||||||||||||
Secured Debt [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest Expense | $ 10,000 | $ 20,000 | $ 10,000 | $ 20,000 | ||||||||||||||||||||||||||
Transaction costs | $ 11,000 | $ 11,000 | ||||||||||||||||||||||||||||
Secured Debt [Member] | Permira Senior Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||||||||
Secured Debt [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Senior secured notes | 73,000 | £ 53 | ||||||||||||||||||||||||||||
Secured Debt [Member] | Advised loans [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Senior secured notes | $ 73,000 | |||||||||||||||||||||||||||||
Secured Debt [Member] | Soho House Hong Kong Loan [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2027 | |||||||||||||||||||||||||||||
Transaction costs | $ 12,000 | |||||||||||||||||||||||||||||
Secured Debt [Member] | Soho House Hong Kong Loan [Member] | Initial Notes [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 2.0192% | |||||||||||||||||||||||||||||
Debt instrument basis rate | 6.1572% | |||||||||||||||||||||||||||||
Secured Debt [Member] | Soho House Hong Kong Loan [Member] | Additional Notes [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest rate | 2.125% | |||||||||||||||||||||||||||||
Senior secured notes | $ 100,000 | |||||||||||||||||||||||||||||
Debt instrument basis rate | 6.375% |
Debt - Summary Of Remaining Loa
Debt - Summary Of Remaining Loans Consist (Detail) $ in Thousands | 9 Months Ended |
Oct. 03, 2021USD ($) | |
Greek Street Loan [Member] | |
Debt Instrument [Line Items] | |
Currency | £ |
Maturity date | Jan. 31, 2028 |
Principal balance as of July 4, 2021 | $ 4,662 |
Applicable interest rate as of July 4, 2021 | 7.50% |
Farmhouse Loan [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Jul. 31, 2022 |
Applicable interest rate as of July 4, 2021 | 7.90% |
Soho House Hong Kong Loan [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Jun. 30, 2023 |
Compagnie De Phalsbourg Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Currency | € |
Maturity date | Jan. 31, 2025 |
Principal balance as of July 4, 2021 | $ 5,965 |
Applicable interest rate as of July 4, 2021 | 7.00% |
Optima Bank Loan [Member] | |
Debt Instrument [Line Items] | |
Currency | € |
Maturity date | Sep. 30, 2023 |
Principal balance as of July 4, 2021 | $ 1,512 |
Applicable interest rate as of July 4, 2021 | 4.10% |
Greek Government Loan [Member] | |
Debt Instrument [Line Items] | |
Currency | € |
Maturity date | Jul. 31, 2025 |
Principal balance as of July 4, 2021 | $ 1,737 |
Applicable interest rate as of July 4, 2021 | 3.10% |
London Interbank Offered Rate (LIBOR) [Member] | Farmhouse Loan [Member] | |
Debt Instrument [Line Items] | |
Principal balance as of July 4, 2021 | $ 3,283 |
London Interbank Offered Rate (LIBOR) [Member] | Soho House Hong Kong Loan [Member] | |
Debt Instrument [Line Items] | |
Applicable interest rate as of July 4, 2021 | 7.00% |
Debt Instrument, Description of Variable Rate Basis | LIBOR + 7 |
Debt - Summary Of Future Princi
Debt - Summary Of Future Principal Payments For The Company's Debt, Property Mortgage Loans, and Related Party Loans (Detail) $ in Thousands | Oct. 03, 2021USD ($) |
Debt Instruments [Abstract] | |
Remainder of 2021 | $ 1,225 |
2022 | 24,964 |
2023 | 2,479 |
2024 | 117,790 |
2025 | 8,314 |
Thereafter | 452,902 |
Total | $ 607,674 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Estimated Fair Values of the Company's Debt Instruments (Detail) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 570,200 | $ 714,160 |
Fair Value | 580,764 | 719,261 |
Related party loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 17,595 | |
Fair Value | 17,595 | |
Senior Secured Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 441,387 | |
Fair Value | 451,951 | |
Permira Senior Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 542,638 | |
Fair Value | 547,739 | |
Property mortgage loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 114,947 | 114,798 |
Fair Value | 114,947 | 114,798 |
US government-backed bank loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 21,481 | |
Fair Value | 21,481 | |
Other non-current debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 13,866 | 17,648 |
Fair Value | $ 13,866 | $ 17,648 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 03, 2021 | Oct. 03, 2021 | Apr. 01, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, assets and liabilities measured on recurring and nonrecurring basis | $ 0 | $ 0 | |
Secured Debt [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt issuance costs | $ 11,000 | ||
Senior Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 8.1764% | 8.1764% | |
Permira Senior Facility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt issuance costs | $ 5,000 | ||
Debt instrument basis rate | 7.00% | ||
Permira Senior Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 7.00% | 7.00% | |
Permira Senior Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Secured Debt [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 1.00% | 1.00% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 15,281 | $ 642 | $ 19,958 | $ 642 |
Share-based compensation expense, net of tax | 15,281 | 642 | 19,958 | 642 |
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 10,804 | 423 | 14,178 | 423 |
Growth Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 3,252 | $ 219 | 4,555 | $ 219 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 1,225 | $ 1,225 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 03, 2021 | Jul. 19, 2021 | Jul. 31, 2021 | Aug. 31, 2020 | Oct. 03, 2021 | Jan. 03, 2021 |
Share Based Compensation [Line Items] | ||||||
Share-based compensation grants in period, gross | 9,978,143 | |||||
2021 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation grants in period, gross | 12,055,337 | |||||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based payment nonvested award, cost not yet recognized | $ 17 | $ 17 | ||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 2 years 10 days | |||||
Stock Appreciation Rights (SARs) [Member] | 2020 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation options outstanding number | 5,536,998 | |||||
Share-based compensation options accelerated outstanding number | 6,023,369 | |||||
Stock Appreciation Rights (SARs) [Member] | 2020 Equity And Incentive Plan [Member] | Soho House Holdings Limited [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation options accelerated outstanding number | 7,127,246 | |||||
Growth Shares [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based payment nonvested award, cost not yet recognized | $ 5 | $ 5 | ||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 1 year 10 months 20 days | |||||
Growth Shares [Member] | 2020 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation options outstanding number | 2,850,897 | |||||
Share-based compensation options accelerated outstanding number | 781,731 | |||||
Growth Shares [Member] | 2020 Equity And Incentive Plan [Member] | Soho House Holdings Limited [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation options accelerated outstanding number | 2,850,897 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based payment nonvested award, cost not yet recognized | $ 22 | $ 22 | ||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 3 years 8 months 26 days | |||||
Restricted Stock Units (RSUs) [Member] | Vesting Period 1 [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Vesting period | 2 years | |||||
Restricted Stock Units (RSUs) [Member] | Vesting Period2 [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Vesting period | 3 years | |||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | Vesting Period 1 [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Vesting period | 1 year | |||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | Vesting Period2 [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Vesting period | 2 years | |||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | Vesting Period3 [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Vesting period | 3 years | |||||
Restricted Stock Units (RSUs) [Member] | Executives [Member] | Vesting Period4 [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Vesting period | 4 years | |||||
Restricted Stock Units (RSUs) [Member] | 2021 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation grants in period, gross | 2,115,890 | |||||
Share-based compensation options outstanding number | 2,115,890 | 2,115,890 | ||||
Weighted-average grant date fair value | $ 10.80 |
Redeemable Preferred Shares - A
Redeemable Preferred Shares - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||||||
Oct. 03, 2021 | Jul. 04, 2021 | Mar. 31, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Sep. 27, 2021 | Jul. 19, 2021 | May 31, 2016 | |
Redeemable Preferred Shares [Line Items] | |||||||||
Temporary equity, accretion to redemption value | $ 5,000 | ||||||||
Redeemable preferred shares redeemed | $ (19,899) | $ 0 | |||||||
Preferred shares deemed dividend upon conversion | $ 51,469 | $ 0 | 51,469 | $ 0 | |||||
Seven Percent Redeemable Preferred Stock [Member] | |||||||||
Redeemable Preferred Shares [Line Items] | |||||||||
Temporary equity shares issued | 10,000,000 | ||||||||
Temporary equity shares percentage | 7.00% | ||||||||
Temporary equity, par value | $ 10,000 | ||||||||
Temporary equity value unrelated parties | $ 15,000 | ||||||||
Temporary equity, foreign currency translation adjustments | (1,000) | 1,000 | |||||||
Redeemed preferred shares | 20,000 | ||||||||
Senior Convertible Preference Shares [Member] | |||||||||
Redeemable Preferred Shares [Line Items] | |||||||||
Temporary equity shares issued | 12,970,766 | ||||||||
Redeemable preferred shares redeemed | $ 1,000 | 4,000 | |||||||
Temporary equity liquidation preference | $ 175,000 | ||||||||
Temporary equity liquidation preference per share | $ 13.49 | ||||||||
Proceeds from issuance of redeemable preferred stock | $ 162,000 | ||||||||
Payments of stock issuance costs | $ 13,000 | ||||||||
Convertible preferred stock, shares issued upon conversion | 15,526,619 | ||||||||
Non cash preferred stock dividend rate | 8.00% | ||||||||
Preferred shares deemed dividend upon conversion | $ 51,000 |
C Ordinary Shares - Additional
C Ordinary Shares - Additional Information (Detail) - USD ($) $ in Millions | Jul. 19, 2021 | Dec. 08, 2020 | May 19, 2020 | Mar. 31, 2021 | Oct. 03, 2021 | Jan. 03, 2021 | Dec. 29, 2019 |
Redeemable Class C Common Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary Equity, Shares outstanding | 21,187,494 | 0 | 16,435,997 | 6,933,004 | |||
Temporary Equity, Shares issued | 21,187,494 | 0 | 16,435,997 | 6,933,004 | |||
Reclassification of temporary equity shares into permanent equity | 1,710,546 | ||||||
Redeemable Class C Common Stock [Member] | Investor Option Agreement [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Gross proceeds from redeemable common stock | $ 100 | $ 50 | |||||
Payment of discount on redeemable common stock | $ 6 | $ 3 | |||||
Temporary equity stock issued during the period shares | 9,502,993 | 4,751,497 | |||||
Proceeds from redeemable common stock net | $ 94 | $ 47 | |||||
Incurred share issuance costs | $ 1 | ||||||
Common Class A [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity shares converted into permanent equity | 6,592,023 | ||||||
Common Class B [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity shares converted into permanent equity | 10,871,215 |
Loss Per Share and Shareholde_3
Loss Per Share and Shareholders' Equity (Deficit) - Schedule of Changes in each Class of Redeemable Preferred Shares, Ordinary Shares and Common Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Oct. 03, 2021 | Jul. 04, 2021 | Apr. 04, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Jan. 03, 2021 | Mar. 29, 2020 | Dec. 29, 2019 | |
Soho House Holdings Limited SHHL [Member] | Redeemable Preferred Share [Member] | ||||||||
Shares, Outstanding | 0 | 22,970,766 | 22,970,766 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Issuance of senior convertible preference shares (Note 15), Shares | 12,970,766 | |||||||
Redemption of the May 2016 preferred shares | (10,000,000) | |||||||
Conversion of senior convertible preference shares into Class A common stock, Shares | (12,970,766) | |||||||
Ending Balance, Shares | 0 | 22,970,766 | 22,970,766 | 10,000,000 | 10,000,000 | |||
Soho House Holdings Limited SHHL [Member] | Redeemable Class C Common Stock [Member] | ||||||||
Shares, Outstanding | 0 | 21,187,494 | 21,187,494 | 16,435,997 | 16,435,997 | 16,435,997 | 6,933,004 | 6,933,004 |
Issuance of SHHL redeemable C ordinary shares, Shares | 4,751,497 | 9,502,993 | ||||||
Effect of the Reorganization Transactions, Shares | (21,187,494) | |||||||
Ending Balance, Shares | 0 | 21,187,494 | 21,187,494 | 16,435,997 | 16,435,997 | |||
Soho House Holdings Limited SHHL [Member] | Common Class A [Member] | ||||||||
Shares, Outstanding | 0 | 166,575,991 | 166,575,991 | 168,286,537 | 168,286,537 | 166,575,991 | 166,110,113 | 166,110,113 |
Conversion of related party loan to SHHL A ordinary shares | 2,176,424 | |||||||
Effect of the Reorganization Transactions, Shares | (166,575,991) | |||||||
Ending Balance, Shares | 0 | 166,575,991 | 166,575,991 | 168,286,537 | 168,286,537 | |||
Soho House Holdings Limited SHHL [Member] | Common Class B [Member] | ||||||||
Shares, Outstanding | 0 | 4,469,417 | 4,469,417 | 4,469,417 | 4,469,417 | 4,469,417 | 4,469,417 | 4,469,417 |
Effect of the Reorganization Transactions, Shares | (4,469,417) | |||||||
Ending Balance, Shares | 0 | 4,469,417 | 4,469,417 | 4,469,417 | 4,469,417 | |||
Soho House Holdings Limited SHHL [Member] | Common Class C [Member] | ||||||||
Shares, Outstanding | 0 | 1,710,546 | 1,710,546 | 1,710,546 | ||||
Effect of the Reorganization Transactions, Shares | (1,710,546) | |||||||
Ending Balance, Shares | 0 | 1,710,546 | 1,710,546 | |||||
Soho House Holdings Limited SHHL [Member] | Common Class C Two [Member] | ||||||||
Shares, Outstanding | 0 | 10,521,415 | 3,326,048 | 3,326,048 | 3,326,048 | 3,326,048 | 3,326,048 | 3,326,048 |
Effect of the Reorganization Transactions, Shares | (10,521,415) | |||||||
SHHL C2 ordinary shares issued in connection with the Cipura Acquisition (Note 3), Shares | 644,828 | |||||||
SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition (Note 3), Shares | 92,647 | |||||||
Purchase of Soho Works North America noncontrolling interests (Note 3), Shares | 3,984,883 | |||||||
Purchase of Scorpios noncontrolling interests (Note 3), Shares | 572,410 | |||||||
SHHL C2 ordinary shares issued in connection with the Line and Saguaro Acquisition (Note 3), Shares | 1,900,599 | |||||||
Ending Balance, Shares | 0 | 10,521,415 | 3,326,048 | 3,326,048 | 3,326,048 | |||
Soho House Holdings Limited SHHL [Member] | Common Class D [Member] | ||||||||
Shares, Outstanding | 0 | 2,850,897 | 2,850,897 | 2,850,897 | 0 | 2,850,897 | 0 | 0 |
Effect of the Reorganization Transactions, Shares | (2,850,897) | |||||||
Share-based compensation, net of tax | 2,850,897 | |||||||
Ending Balance, Shares | 0 | 2,850,897 | 2,850,897 | 2,850,897 | 0 | |||
MCG Common Stock [Member] | Common Class A [Member] | ||||||||
Shares, Outstanding | 61,029,730 | 0 | 0 | 0 | ||||
Effect of the Reorganization Transactions, Shares | 14,935,193 | |||||||
Proceeds From Issuance Of IPO | $ 30,567,918 | |||||||
Conversion of senior convertible preference shares into Class A common stock, Shares | 15,526,619 | |||||||
Ending Balance, Shares | 61,029,730 | 0 | 0 | |||||
MCG Common Stock [Member] | Common Class B [Member] | ||||||||
Shares, Outstanding | 141,500,385 | 0 | 0 | 0 | ||||
Effect of the Reorganization Transactions, Shares | 141,500,385 | |||||||
Ending Balance, Shares | 141,500,385 | 0 | 0 |
Loss Per Share and Shareholde_4
Loss Per Share and Shareholders' Equity (Deficit) - Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to Membership Collective Group Inc. | $ (77,027) | $ (36,230) | $ (223,493) | $ (156,011) |
Cumulative May 2016 preferred shares undeclared dividends | (4,778) | (4,017) | (4,778) | (4,017) |
Incremental accretion of May 2016 preferred shares to redemption value | (1,085) | 0 | (1,085) | 0 |
Foreign currency remeasurement of redeemable preferred shares | (242) | 0 | 666 | 0 |
Non-cash dividends on the Senior Preference Shares | (4,335) | 0 | (4,335) | 0 |
Preferred shares deemed dividend upon conversion | $ 51,469 | $ 0 | $ 51,469 | $ 0 |
Basic and diluted loss per share | $ (0.72) | $ (0.28) | $ (1.73) | $ (1.14) |
Common Class A [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss adjusted for common stockholders | $ (138,936) | $ (40,247) | $ (284,494) | $ (160,028) |
Weighted average shares outstanding for basic and diluted loss per share | 194,015,595 | 145,269,523 | 164,208,521 | 140,685,466 |
Common Class B [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss adjusted for common stockholders | $ (138,936) | $ (40,247) | $ (284,494) | $ (160,028) |
Weighted average shares outstanding for basic and diluted loss per share | 194,015,595 | 145,269,523 | 164,208,521 | 140,685,466 |
Loss Per Share and Shareholde_5
Loss Per Share and Shareholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | Oct. 03, 2021 | Oct. 03, 2021 | Jan. 03, 2021 |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock shares voting rights | one vote | ||
Common stock shares outstanding | 61,029,730 | 61,029,730 | 0 |
Common stock shares issued | 61,029,730 | 61,029,730 | 0 |
Conversion of non redeemable common stock shares from one class into another | 14,935,193 | ||
Common stock conversion basis | one-for-one basis | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock shares voting rights | 10 votes | ||
Common stock shares outstanding | 141,500,385 | 141,500,385 | 0 |
Common stock shares issued | 141,500,385 | 141,500,385 | 0 |
Conversion of non redeemable common stock shares from one class into another | 141,500,385 | ||
Common Class A Redeemable C Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares voting rights | one vote |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Soho House [Member] - USD ($) $ in Millions | Sep. 27, 2020 | Oct. 03, 2021 | Oct. 03, 2021 | Jan. 03, 2021 |
Membership Credit To Be Given To Members [Member] | ||||
Other Commitments [Line Items] | ||||
Loss contingency accrual | $ 12 | |||
Expense Related To Expiration Of Credits | $ 4 | |||
Other Expense [Member] | Membership Credit To Be Given To Members [Member] | ||||
Other Commitments [Line Items] | ||||
Marketing expenses | $ 6 | 1 | $ 5 | |
Austin [Member] | Expenditure To Be Incurred On Construction And Site Development [Member] | ||||
Other Commitments [Line Items] | ||||
Capital expenditure commitments contracted for but not yet incurred | $ 2 | $ 2 | ||
HK [Member] | Expenditure To Be Incurred On Construction And Site Development [Member] | ||||
Other Commitments [Line Items] | ||||
Capital expenditure commitments contracted for but not yet incurred | $ 1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | (3.91%) | 0.43% | (0.91%) | 0.34% |
Effective Income tax rate reconciliation, foreign income tax rate differential, percent | 19.00% | 19.00% | 19.00% | 19.00% |
Increase decrease in unrecognized tax benefits | $ 3 | |||
Increase decrease in net deferred tax assets, before valuation allowance | $ 21 | $ 41 |
Segments - Additional Informati
Segments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2021 | Sep. 27, 2020 | Jun. 28, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Segment Reporting Information [Line Items] | |||||
Operating Expenses | $ (157,555) | $ (102,714) | $ (354,394) | $ (283,600) | |
Consolidated Segment Revenue | 179,559 | 114,179 | 376,039 | 312,735 | |
Other Expense [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Payments of stock issuance costs | 15,000 | ||||
Restructuring costs | 2,000 | ||||
General and Administrative Expense [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Provision for loan, lease, and other losses | $ 5,000 | ||||
Soho house Design [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Expenses | (7,851) | (18,626) | (21,112) | (27,034) | |
Consolidated Segment Revenue | 7,573 | 17,697 | 16,033 | 25,527 | |
Membership Credit [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Expenses | $ 1,000 | $ 1,000 | $ 5,000 | $ 6,000 |
Segments - Summary of Disaggreg
Segments - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | $ 179,559 | $ 114,179 | $ 376,039 | $ 312,735 |
Total segment revenue | 188,618 | 121,834 | 398,149 | 335,855 |
North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 62,043 | 32,712 | 154,308 | 123,221 |
Total segment revenue | 64,044 | 36,405 | 163,975 | 135,387 |
UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 58,111 | 34,696 | 112,136 | 96,480 |
Total segment revenue | 60,773 | 35,695 | 116,207 | 98,795 |
Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 32,462 | 18,521 | 51,107 | 39,705 |
Total segment revenue | 36,858 | 21,484 | 59,479 | 48,344 |
Soho house Design [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 7,573 | 17,697 | 16,033 | 25,527 |
Total segment revenue | 7,573 | 17,697 | 16,033 | 25,527 |
Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 160,189 | 103,626 | 333,584 | 284,933 |
Total segment revenue | 169,248 | 111,281 | 355,694 | 308,053 |
All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 19,370 | 10,553 | 42,455 | 27,802 |
Total segment revenue | 19,370 | 10,553 | 42,455 | 27,802 |
Membership Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 53,455 | 44,788 | 142,802 | 141,992 |
Membership Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 25,239 | 23,394 | 68,841 | 76,619 |
Membership Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 16,101 | 12,899 | 44,155 | 40,164 |
Membership Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 5,841 | 6,124 | 15,988 | 17,353 |
Membership Revenue [Member] | Soho house Design [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 0 | 0 | 0 | 0 |
Membership Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 47,181 | 42,417 | 128,984 | 134,136 |
Membership Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 6,274 | 2,371 | 13,818 | 7,856 |
In House Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 70,374 | 31,891 | 134,366 | 106,838 |
In House Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 26,703 | 7,198 | 65,131 | 40,748 |
In House Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 30,389 | 48,280 | 41,474 | |
In House Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 13,282 | 9,241 | 20,955 | 24,616 |
In House Revenue [Member] | Soho house Design [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 0 | 0 | 0 | 0 |
In House Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 70,374 | 31,891 | 134,366 | 106,838 |
In House Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 0 | 0 | 0 | |
Other Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 64,789 | 45,155 | 120,981 | 87,025 |
Other Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 12,102 | 5,813 | 30,003 | 18,020 |
Other Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 14,283 | 7,344 | 23,772 | 17,157 |
Other Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 17,735 | 6,119 | 22,536 | 6,375 |
Other Revenue [Member] | Soho house Design [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 7,573 | 17,697 | 16,033 | 25,527 |
Other Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 51,693 | 36,973 | 92,344 | 67,079 |
Other Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 13,096 | 8,182 | 28,637 | 19,946 |
Elimination Of Equity Accounted Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (9,059) | (7,655) | (22,110) | (23,120) |
Elimination Of Equity Accounted Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (2,001) | (3,693) | (9,667) | (12,166) |
Elimination Of Equity Accounted Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (2,662) | (999) | (4,071) | (2,315) |
Elimination Of Equity Accounted Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (4,396) | (2,963) | (8,372) | (8,639) |
Elimination Of Equity Accounted Revenue [Member] | Soho house Design [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 0 | 0 | 0 | |
Elimination Of Equity Accounted Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (9,059) | (7,655) | (22,110) | (23,120) |
Elimination Of Equity Accounted Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Segments - Summary of Reconcili
Segments - Summary of Reconciliation of Reportable Segment Adjusted EBITDA to Total Consolidated Segment Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | $ 179,559 | $ 114,179 | $ 376,039 | $ 312,735 |
Total segment operating expenses | (157,555) | (102,714) | (354,394) | (283,600) |
Share of equity method investments adjusted EBITDA | 1,848 | 906 | 4,175 | 2,614 |
Reportable segments adjusted EBITDA | 23,852 | 12,371 | 25,820 | 31,749 |
Unallocated corporate overhead | (8,402) | (7,728) | (27,293) | (22,292) |
Consolidated adjusted EBITDA | (15,450) | (4,643) | (1,473) | 9,457 |
Depreciation and amortization | (21,500) | (15,825) | (61,250) | (46,950) |
Interest expense, net | (20,827) | (20,680) | (67,449) | (56,333) |
Income Tax Expense (Benefit) | (2,868) | 158 | (2,048) | 538 |
Gain (loss) on sale of property and other, net | (31) | 284 | 6,872 | 273 |
Share of profit (loss) of equity method investments | (949) | (600) | (123) | (2,912) |
Foreign exchange | (14,599) | 1,656 | (30,521) | (3,638) |
Pre-opening expenses | (4,672) | (4,588) | (15,990) | (15,976) |
Non-cash rent | (1,191) | 2,505 | (6,898) | (10,814) |
Deferred registration fees, net | (974) | 90 | 585 | (1,342) |
Share of equity method investments adjusted EBITDA | (1,848) | (906) | (4,175) | (2,614) |
Share-based compensation expense | (15,281) | (642) | (19,958) | (642) |
Other expenses, net | (8,829) | (2,684) | (23,014) | (28,473) |
Net loss | (77,027) | (36,230) | (223,493) | (156,011) |
North America [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 62,043 | 32,712 | 154,308 | 123,221 |
Total segment operating expenses | (54,156) | (26,131) | (130,112) | (98,742) |
Share of equity method investments adjusted EBITDA | 390 | 651 | 1,948 | 1,930 |
Reportable segments adjusted EBITDA | 8,277 | 7,232 | 26,144 | 26,409 |
UK [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 58,111 | 34,696 | 112,136 | 96,480 |
Total segment operating expenses | (51,394) | (31,367) | (106,385) | (88,205) |
Share of equity method investments adjusted EBITDA | 615 | (26) | (599) | 3 |
Reportable segments adjusted EBITDA | (7,332) | 3,355 | (6,350) | 8,278 |
Europe ROW [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 32,462 | 18,521 | 51,107 | 39,705 |
Total segment operating expenses | (21,373) | (15,305) | (42,859) | (39,895) |
Share of equity method investments adjusted EBITDA | 843 | 229 | 1,628 | 681 |
Reportable segments adjusted EBITDA | (11,932) | (3,445) | (9,876) | 491 |
Soho house Design [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 7,573 | 17,697 | 16,033 | 25,527 |
Total segment operating expenses | (7,851) | (18,626) | (21,112) | (27,034) |
Share of equity method investments adjusted EBITDA | 0 | 0 | 0 | |
Reportable segments adjusted EBITDA | (278) | (929) | (5,079) | (1,507) |
Operating Segments [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Share of equity method investments adjusted EBITDA | 2,614 | |||
Consolidated adjusted EBITDA | 15,450 | 4,643 | (1,473) | 9,457 |
Depreciation and amortization | 21,500 | 15,825 | 61,250 | 46,950 |
Interest expense, net | 20,827 | 20,680 | 67,449 | 56,333 |
Income Tax Expense (Benefit) | 2,868 | (158) | 2,048 | (538) |
EBITDA | (31,026) | (242) | (95,619) | (56,681) |
Gain (loss) on sale of property and other, net | 31 | (284) | (6,872) | (273) |
Share of profit (loss) of equity method investments | (949) | 600 | (123) | 2,912 |
Foreign exchange | 14,599 | (1,656) | 30,521 | 3,638 |
Pre-opening expenses | 4,672 | 4,588 | 15,990 | 15,976 |
Non-cash rent | 1,191 | (2,505) | 6,898 | 10,814 |
Deferred registration fees, net | 974 | (90) | 585 | 1,342 |
Share of equity method investments adjusted EBITDA | 1,848 | 906 | 4,175 | 2,614 |
Share-based compensation expense | (15,281) | (642) | (19,958) | (642) |
Other expenses, net | 8,829 | 2,684 | 23,014 | 28,473 |
Net loss | (76,221) | (36,589) | (226,366) | (159,426) |
All Other [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 19,370 | 10,553 | 42,455 | 27,802 |
Total segment operating expenses | (22,781) | (11,285) | (53,926) | (29,724) |
Share of equity method investments adjusted EBITDA | 0 | 0 | 0 | |
Reportable segments adjusted EBITDA | (3,411) | (732) | (11,471) | (1,922) |
Reportable Segment [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 160,189 | 103,626 | 333,584 | 284,933 |
Total segment operating expenses | (134,774) | (91,429) | (300,468) | (253,876) |
Share of equity method investments adjusted EBITDA | 1,848 | 906 | 4,175 | |
Reportable segments adjusted EBITDA | 27,263 | 13,103 | 37,291 | 33,671 |
Net loss | $ (76,221) | $ (36,589) | $ (226,366) | $ (159,426) |
Segments - Summary of Long-live
Segments - Summary of Long-lived Asset Information By Geographic Area (Detail) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 1,654,357 | $ 1,655,539 |
UNITED KINGDOM | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 568,214 | 567,093 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 759,230 | 760,864 |
Non-US [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 326,913 | $ 327,582 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Oct. 03, 2021 | Sep. 27, 2020 | Oct. 03, 2021 | Sep. 27, 2020 | Jul. 19, 2021 | Jul. 04, 2021 | Mar. 23, 2021 | Jan. 03, 2021 | May 03, 2019 | |
Related Party Transaction [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | $ 959,236 | $ 959,236 | $ 961,787 | ||||||
Operating Lease, Liability | $ 1,106,942 | ||||||||
Operating Leases, Rent Expense | 30,000 | $ 29,000 | $ 84,000 | $ 81,000 | |||||
Lessee, Operating Lease, Option to Extend | multiple | ||||||||
Due to Related Parties, Current | 21,565 | $ 21,565 | 611 | ||||||
Raycliff Capital LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | 23,000 | 23,000 | |||||||
Operating Lease, Liability | 22,000 | 22,000 | |||||||
Operating Leases, Rent Expense | 1,000 | 1,000 | |||||||
Soho Works Limited [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | 97,000 | 97,000 | 100,000 | ||||||
Operating Lease, Liability | 117,000 | 117,000 | 120,000 | ||||||
Operating Leases, Rent Expense | 3,000 | 3,000 | 8,000 | 6,000 | |||||
Yucaipa Companies LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | 11,000 | 11,000 | 12,000 | ||||||
Operating Lease, Liability | 17,000 | 17,000 | 17,000 | ||||||
Operating Leases, Rent Expense | 1,000 | 1,000 | 2,000 | 2,000 | |||||
Due to Related Parties, Current | $ 10,000 | ||||||||
Yucaipa Companies LLC [Member] | IPO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties, Current | $ 9,000 | ||||||||
Soho Ludlow Tenant LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | 9,000 | 9,000 | 9,000 | ||||||
Operating Lease, Liability | 15,000 | 15,000 | 15,000 | ||||||
Operating Leases, Rent Expense | 1,000 | 1,000 | $ 1,000 | 1,000 | |||||
Lessee, Operating Lease, Term of Contract | 22 years | ||||||||
Lessee, Operating Lease, Option to Extend | three additional five-year terms | ||||||||
Ludlow Acquisition LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | 30,000 | $ 30,000 | 31,000 | ||||||
Operating Lease, Liability | 34,000 | 34,000 | $ 34,000 | ||||||
Operating Leases, Rent Expense | $ 1,000 | $ 1,000 | $ 3,000 | $ 3,000 | |||||
Lessee, Operating Lease, Term of Contract | 25 years | 25 years |
Related Party Transactions - Su
Related Party Transactions - Summary of Details Amounts Owed By (to) Equity Method Investees Due Within One Year (Detail) - USD ($) $ in Thousands | Oct. 03, 2021 | Jan. 03, 2021 |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ (3,683) | $ (121) |
Soho House Toronto Partnership [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (2,246) | (1,787) |
Soho House Cipura (Miami), LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | 1,427 | |
Raycliff Red LLP [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (2,867) | (684) |
Mirador Barcel S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | 1,089 | 773 |
Little Beach House Barcelona S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (62) | 1 |
Mimea XXI S.L. [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ 403 | $ 149 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, £ in Thousands, $ in Thousands, € in Millions | Jun. 30, 2022GBP (£) | Dec. 31, 2021GBP (£) | Nov. 12, 2021GBP (£) | Jul. 19, 2021USD ($)$ / sharesshares | Oct. 03, 2021USD ($) | Sep. 27, 2020USD ($) | Oct. 03, 2021USD ($) | Sep. 27, 2020USD ($) | Nov. 15, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) |
Subsequent Event [Line Items] | |||||||||||
Senior secured notes | $ 295,000 | € 62 | |||||||||
Consolidated adjusted EBITDA | $ (15,450) | $ (4,643) | $ (1,473) | $ 9,457 | |||||||
Revolving Credit Facility [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
The First Amendment | The First Amendment also reset the Company's Consolidated EBITDA (as defined in the Revolving Credit Facility) test levels, scaling up from £0 at December 31, 2021 to £32.0 million ($44 million, if translated using the average exchange rate in effect during the 39 weeks ended October 3, 2021) after June 30, 2022 | ||||||||||
Translated using average exchange rate | $ 44,000 | ||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 98,000 | ||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions, Shares | shares | 30,567,918 | ||||||||||
Share Price | $ / shares | $ 14 | ||||||||||
Proceeds From Issuance Of IPO | $ 388,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 567,918 | ||||||||||
Redeemable Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayments of Debt | $ 20,000 | ||||||||||
Soho House Bond Limited | Common Class A [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | 14,935,193 | ||||||||||
Soho House Bond Limited | Common Class B [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | shares | 141,500,385 | ||||||||||
Forecast [Member] | Revolving Credit Facility [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Consolidated adjusted EBITDA | £ | £ 32,000 | £ 0 | |||||||||
Subsequent Event [Member] | Soho House Bond Limited | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured notes | $ 441,000 | ||||||||||
Subsequent Event [Member] | Soho House Bond Limited | Revolving Credit Facility [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Restated Revolving Facility Agreement | £ | £ 75,000 |