Segments | 18. 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 operating segment; access to Soho Works collaboration spaces across the UK and North America, which comprise its Soho Works operating segment; and memberships for people who live in cities where physical Houses do not exist, which comprise its Cities Without Houses operating segment. The Company has identified the following three reportable segments: • UK, • North America, and • Europe and ROW. The manner in which the Company’s Chief Operating Decision Maker (“CODM”) assesses information for decision-making purposes changed during the fourth quarter of the fiscal year ended January 2, 2022. SHD, which was previously a separate reportable segment, is no longer a separate operating segment or reportable segment since the CODM does not review discrete financial information for the business. In addition, Soho Restaurants, which was previously not a separate operating or reportable segment, became a separate operating segment since the CODM reviews discrete financial information for the business. The Company restated segment information for the historical periods presented herein to conform to the current presentation. This change in segment presentation does not affect the Company’s unaudited condensed consolidated statements of operations, balance sheets or statements of cash flows. The Company analyzed the results of the Retail, Soho Works, Soho Restaurants, and Cities Without Houses operating segments and concluded that they did not warrant separate presentation as reportable segments as they do not provide additional useful information to the readers of the financial statements. Therefore, these segments are included as part of an “All Other” category. The 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, share-based compensation expense, and certain other expenses. The following tables present disaggregated revenue for the 13 weeks ended April 3, 2022 and April 4, 2021 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe Reportable All Total Membership revenues $ 29,292 $ 17,171 $ 6,974 $ 53,437 $ 7,858 $ 61,295 In-House revenues 41,067 38,038 11,908 91,013 — 91,013 Other revenues 15,571 12,271 648 28,490 20,457 48,947 Total segment revenue 85,930 67,480 19,530 172,940 28,315 201,255 Elimination of equity accounted revenue ( 3,437 ) ( 1,804 ) ( 4,006 ) $ ( 9,247 ) — ( 9,247 ) Consolidated revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 For the 13 Weeks Ended April 4, 2021 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 21,258 $ 13,631 $ 5,085 $ 39,974 $ 2,500 $ 42,474 In-House revenues 14,256 60 2,425 16,741 - 16,741 Other revenues 7,987 539 24 8,550 11,280 19,830 Total segment revenue 43,501 14,230 7,534 65,265 13,780 79,045 Elimination of equity accounted revenue ( 5,069 ) ( 37 ) ( 1,538 ) ( 6,644 ) — ( 6,644 ) Consolidated revenue $ 38,432 $ 14,193 $ 5,996 $ 58,621 $ 13,780 $ 72,401 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: For the 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 Total segment operating expenses ( 63,512 ) ( 52,225 ) ( 20,856 ) ( 136,593 ) ( 33,971 ) ( 170,564 ) Share of equity method investments adjusted EBITDA 585 183 571 1,339 — 1,339 Reportable segments adjusted EBITDA 19,566 13,634 ( 4,761 ) 28,439 ( 5,656 ) 22,783 Unallocated corporate overhead ( 10,869 ) Consolidated adjusted EBITDA 11,914 Depreciation and amortization ( 22,831 ) Interest expense, net ( 15,717 ) Income tax benefit 452 Gain on sale of property and other, net 1,663 Share of profit of equity method investments 398 Foreign exchange ( 17,074 ) Pre-opening expenses ( 4,032 ) Non-cash rent ( 3,403 ) Deferred registration fees, net ( 2,389 ) Share of equity method investments adjusted EBITDA ( 1,339 ) Share-based compensation expense ( 7,803 ) Other expenses, net (1) ( 465 ) Net loss $ ( 60,626 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For 13 Weeks Ended April 4, 2021 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 38,432 $ 14,193 $ 5,996 $ 58,621 $ 13,780 $ 72,401 Total segment operating expenses ( 33,023 ) ( 13,566 ) ( 7,600 ) ( 54,189 ) ( 18,977 ) ( 73,166 ) Share of equity method investments adjusted EBITDA 906 ( 114 ) 79 871 - 871 Reportable segments adjusted EBITDA 6,315 513 ( 1,525 ) 5,303 ( 5,197 ) 106 Unallocated corporate overhead ( 7,420 ) Consolidated adjusted EBITDA ( 7,314 ) Depreciation and amortization ( 17,845 ) Interest expense, net ( 29,604 ) Income tax benefit 823 Share of loss of equity method investments ( 696 ) Foreign exchange ( 14,867 ) Pre-opening expenses ( 4,825 ) Non-cash rent ( 10,423 ) Deferred registration fees, net 399 Share of equity method investments adjusted EBITDA ( 871 ) Share-based compensation expense ( 2,129 ) Other expenses, net (1) ( 5,685 ) Net loss $ ( 93,037 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended (in thousands) April 3, 2022 April 4, 2021 Net loss $ ( 60,626 ) $ ( 93,037 ) Depreciation and amortization 22,831 17,845 Interest expense, net 15,717 29,604 Income tax benefit ( 452 ) ( 823 ) EBITDA ( 22,530 ) ( 46,411 ) (Gain) loss on sale of property and other, net ( 1,663 ) — Share of (profit) loss of equity method investments ( 398 ) 696 Foreign exchange (1) 17,074 14,867 Pre-opening expenses (2) 4,032 4,825 Non-cash rent 3,403 10,423 Deferred registration fees, net 2,389 ( 399 ) Share of equity method investments adjusted EBITDA 1,339 871 Share-based compensation expense 7,803 2,129 Other expenses, net (3) 465 5,685 Adjusted EBITDA $ 11,914 $ ( 7,314 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (2) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (3) 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 $ 3 million for the 13 weeks ended April 3, 2022 and April 4, 2021 , respectively. |