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 |