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, deferred revenue from House Introduction Credits, 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 and 26 weeks ended July 3, 2022 and July 4, 2021 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended July 3, 2022 (in thousands) North UK Europe Reportable All Total Membership revenues $ 33,766 $ 18,465 $ 7,419 $ 59,650 $ 9,015 $ 68,665 In-House revenues 49,666 41,652 25,039 116,357 — 116,357 Other revenues 19,821 13,943 10,691 44,455 26,964 71,419 Total segment revenue 103,253 74,060 43,149 220,462 35,979 256,441 Elimination of equity accounted revenue ( 3,670 ) ( 1,912 ) ( 7,089 ) ( 12,671 ) — ( 12,671 ) Consolidated revenue $ 99,583 $ 72,148 $ 36,060 $ 207,791 $ 35,979 $ 243,770 For the 13 Weeks Ended July 4, 2021 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 22,344 $ 14,423 $ 5,062 $ 41,829 $ 5,044 $ 46,873 In-House revenues 24,172 17,831 5,248 47,251 — 47,251 Other revenues 9,914 6,356 4,777 21,047 15,315 36,362 Total segment revenue 56,430 38,610 15,087 110,127 20,359 130,486 Elimination of equity accounted revenue ( 2,597 ) ( 1,372 ) ( 2,438 ) ( 6,407 ) — ( 6,407 ) Consolidated revenue $ 53,833 $ 37,238 $ 12,649 $ 103,720 $ 20,359 $ 124,079 For the 26 Weeks Ended July 3, 2022 (in thousands) North UK Europe Reportable All Total Membership revenues $ 63,058 $ 35,636 $ 14,393 $ 113,087 $ 16,873 $ 129,960 In-House revenues 90,733 79,690 36,947 207,370 — 207,370 Other revenues 35,392 26,214 11,339 72,945 47,421 120,366 Total segment revenue 189,183 141,540 62,679 393,402 64,294 457,696 Elimination of equity accounted revenue ( 7,107 ) ( 3,716 ) ( 11,095 ) ( 21,918 ) — ( 21,918 ) Consolidated revenue $ 182,076 $ 137,824 $ 51,584 $ 371,484 $ 64,294 $ 435,778 For the 26 Weeks Ended July 4, 2021 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 43,602 $ 28,054 $ 10,147 $ 81,803 $ 7,544 $ 89,347 In-House revenues 38,428 17,891 7,673 63,992 — 63,992 Other revenues 17,901 6,895 4,801 29,597 26,595 56,192 Total segment revenue 99,931 52,840 22,621 175,392 34,139 209,531 Elimination of equity accounted revenue ( 7,666 ) ( 1,409 ) ( 3,976 ) ( 13,051 ) — ( 13,051 ) Consolidated revenue $ 92,265 $ 51,431 $ 18,645 $ 162,341 $ 34,139 $ 196,480 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 July 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 99,583 $ 72,148 $ 36,060 $ 207,791 $ 35,979 $ 243,770 Total segment operating expenses ( 84,297 ) ( 59,498 ) ( 32,998 ) ( 176,793 ) ( 35,862 ) ( 212,655 ) Share of equity method investments adjusted EBITDA 702 209 1,454 2,365 — 2,365 Reportable segments adjusted EBITDA 15,988 12,859 4,516 33,363 117 33,480 Unallocated corporate overhead ( 11,048 ) Consolidated adjusted EBITDA 22,432 Depreciation and amortization ( 22,688 ) Interest expense, net ( 18,778 ) Income tax expense ( 509 ) Loss on sale of property and other, net ( 122 ) Share of profit of equity method investments 1,342 Foreign exchange ( 57,176 ) Pre-opening expenses ( 3,741 ) Non-cash rent (1) 2,413 Deferred registration fees, net 507 Share of equity method investments adjusted EBITDA ( 2,365 ) Share-based compensation expense ( 4,274 ) Other expenses, net (2) ( 596 ) Net loss $ ( 83,555 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For 13 Weeks Ended July 4, 2021 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 53,833 $ 37,238 $ 12,649 $ 103,720 $ 20,359 $ 124,079 Total segment operating expenses ( 42,933 ) ( 38,179 ) ( 13,886 ) ( 94,998 ) ( 28,675 ) ( 123,673 ) Share of equity method investments adjusted EBITDA 652 98 706 1,456 — 1,456 Reportable segments adjusted EBITDA 11,552 ( 843 ) ( 531 ) 10,178 ( 8,316 ) 1,862 Unallocated corporate overhead ( 11,471 ) Consolidated adjusted EBITDA ( 9,609 ) Depreciation and amortization ( 21,905 ) Interest expense, net ( 17,018 ) Income tax expense ( 3 ) Gain on sale of property and other, net 6,903 Share of loss of equity method investments ( 130 ) Foreign exchange ( 1,055 ) Pre-opening expenses ( 6,493 ) Non-cash rent 4,716 Deferred registration fees, net ( 10 ) Share of equity method investments adjusted EBITDA ( 1,456 ) Share-based compensation expense ( 2,548 ) Other expenses, net (1) ( 8,500 ) Net loss $ ( 57,108 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 26 Weeks Ended July 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 182,076 $ 137,824 $ 51,584 $ 371,484 $ 64,294 $ 435,778 Total segment operating expenses ( 147,809 ) ( 111,723 ) ( 53,854 ) ( 313,386 ) ( 69,833 ) ( 383,219 ) Share of equity method investments adjusted EBITDA 1,287 392 2,025 3,704 — 3,704 Reportable segments adjusted EBITDA 35,554 26,493 ( 245 ) 61,802 ( 5,539 ) 56,263 Unallocated corporate overhead ( 21,917 ) Consolidated adjusted EBITDA 34,346 Depreciation and amortization ( 45,519 ) Interest expense, net ( 34,495 ) Income tax expense ( 57 ) Gain on sale of property and other, net 1,541 Share of profit of equity method investments 1,740 Foreign exchange ( 74,250 ) Pre-opening expenses ( 7,773 ) Non-cash rent (1) ( 990 ) Deferred registration fees, net ( 1,882 ) Share of equity method investments adjusted EBITDA ( 3,704 ) Share-based compensation expense ( 12,077 ) Other expenses, net (2) ( 1,061 ) Net loss $ ( 144,181 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For 26 Weeks Ended July 4, 2021 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 92,265 $ 51,431 $ 18,645 $ 162,341 $ 34,139 $ 196,480 Total segment operating expenses ( 75,956 ) ( 51,745 ) ( 21,486 ) ( 149,187 ) ( 47,652 ) ( 196,839 ) Share of equity method investments adjusted EBITDA 1,558 ( 16 ) 785 2,327 — 2,327 Reportable segments adjusted EBITDA 17,867 ( 330 ) ( 2,056 ) 15,481 ( 13,513 ) 1,968 Unallocated corporate overhead ( 18,891 ) Consolidated adjusted EBITDA ( 16,923 ) Depreciation and amortization ( 39,750 ) Interest expense, net ( 46,622 ) Income tax benefit 820 Gain on sale of property and other, net 6,903 Share of loss of equity method investments ( 826 ) Foreign exchange ( 15,922 ) Pre-opening expenses ( 11,318 ) Non-cash rent ( 5,707 ) Deferred registration fees, net 389 Share of equity method investments adjusted EBITDA ( 2,327 ) Share-based compensation expense ( 4,677 ) Other expenses, net (1) ( 14,185 ) Net loss $ ( 150,145 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended For the 26 Weeks Ended (in thousands) July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021 Net loss $ ( 83,555 ) $ ( 57,108 ) $ ( 144,181 ) $ ( 150,145 ) Depreciation and amortization 22,688 21,905 45,519 39,750 Interest expense, net 18,778 17,018 34,495 46,622 Income tax expense (benefit) 509 3 57 ( 820 ) EBITDA ( 41,580 ) ( 18,182 ) ( 64,110 ) ( 64,593 ) Loss (gain) on sale of property and other, net 122 ( 6,903 ) ( 1,541 ) ( 6,903 ) Share of (profit) loss of equity method investments ( 1,342 ) 130 ( 1,740 ) 826 Foreign exchange (1) 57,176 1,055 74,250 15,922 Pre-opening expenses (2) 3,741 6,493 7,773 11,318 Non-cash rent (1) ( 2,413 ) ( 4,716 ) 990 5,707 Deferred registration fees, net ( 507 ) 10 1,882 ( 389 ) Share of equity method investments adjusted EBITDA 2,365 1,456 3,704 2,327 Share-based compensation expense 4,274 2,548 12,077 4,677 Other expenses, net (3) 596 8,500 1,061 14,185 Adjusted EBITDA $ 22,432 $ ( 9,609 ) $ 34,346 $ ( 16,923 ) (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 $ 1 million for the 13 weeks ended July 3, 2022 and July 4, 2021, respectively, and $ 1 million and $ 4 million for the 26 weeks ended July 3, 2022 and July 4, 2021 . Other expenses, net also include IPO-related costs of $ 7 million and corporate financing and restructuring costs of $ 2 million incurred during the 26 weeks ended July 4, 2021 . 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 July 3, 2022 and January 2, 2022. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. As of (in thousands) July 3, 2022 January 2, 2022 Long-lived assets by geography North America $ 868,658 $ 806,617 United Kingdom 511,385 571,716 Europe 250,600 270,657 Asia 51,411 56,583 Total long-lived assets $ 1,682,054 $ 1,705,573 |