Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 02, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 02, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | 207 | |
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 $0.01 per share | |
Entity Common Stock, Shares Outstanding | 197,581,922 | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 56,081,537 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,500,385 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Current assets | ||
Cash and cash equivalents | $ 227,896 | $ 212,833 |
Restricted cash | 7,205 | 7,829 |
Accounts receivable, net | 32,285 | 19,338 |
Inventories | 37,445 | 29,697 |
Prepaid expenses and other current assets | 81,113 | 57,004 |
Total current assets | 385,944 | 326,701 |
Property and equipment, net | 627,046 | 684,961 |
Operating lease assets | 1,016,262 | 996,991 |
Goodwill | 187,417 | 214,257 |
Other intangible assets, net | 121,700 | 132,158 |
Equity method investments | 20,870 | 23,621 |
Deferred tax assets | 460 | 446 |
Other non-current assets | 5,392 | 2,348 |
Total non-current assets | 1,979,147 | 2,054,782 |
Total assets | 2,365,091 | 2,381,483 |
Current liabilities | ||
Accounts payable | 69,893 | 71,497 |
Accrued liabilities | 65,896 | 63,127 |
Current portion of deferred revenue | 90,673 | 76,866 |
Indirect and employee taxes payable | 33,467 | 25,289 |
Current portion of debt, net of debt issuance costs | 897 | 6,923 |
Current portion of related party loans | 21,663 | 21,661 |
Other current liabilities | 37,286 | 29,045 |
Total current liabilities | 355,557 | 329,763 |
Debt, net of current portion and debt issuance costs | 559,169 | 459,343 |
Property mortgage loans, net of debt issuance costs | 116,012 | 115,122 |
Finance lease liabilities | 70,742 | 72,582 |
Financing obligation | 76,123 | 75,802 |
Deferred revenue, net of current portion | 26,787 | 27,518 |
Deferred tax liabilities | 2,546 | 1,856 |
Other non-current liabilities | 236 | 975 |
Total non-current liabilities | 1,989,962 | 1,869,528 |
Total liabilities | 2,345,519 | 2,199,291 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity | ||
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,039,025 shares issued and 57,097,465 outstanding as of October 2, 2022 and 61,029,730 issued and outstanding as of January 2, 2022; Class B common stock, $0.01 par value, 500,000,000 shares authorized, 141,500,385 shares issued and outstanding as of October 2, 2022 and January 2, 2022 | 2,025 | 2,025 |
Additional paid-in capital | 1,205,756 | 1,189,044 |
Accumulated deficit | (1,255,938) | (1,021,832) |
Accumulated other comprehensive income | 97,819 | 6,897 |
Treasury stock, at cost; 4,941,560 shares as of October 2, 2022 | (34,802) | |
Total shareholders' equity attributable to Membership Collective Group Inc. | 14,860 | 176,134 |
Noncontrolling interest | 4,712 | 6,058 |
Total shareholders' equity | 19,572 | 182,192 |
Total liabilities and shareholders' equity | 2,365,091 | 2,381,483 |
Sites Trading Less Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities | 3,057 | 842 |
Operating lease liabilities, net of current portion | 197,983 | 174,469 |
Sites Trading More Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities | 32,725 | 34,513 |
Operating lease liabilities, net of current portion | $ 940,364 | $ 941,861 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 02, 2022 | Jan. 02, 2022 |
Treasury stock, shares | 4,941,560 | |
Common Class A [Member] | ||
Common stock, Par value | $ 0.01 | $ 0.01 |
Common stock, Shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, Shares issued | 62,039,025 | 61,029,730 |
Common stock, Shares outstanding | 57,097,465 | 61,029,730 |
Common Class B [Member] | ||
Common stock, Par value | $ 0.01 | $ 0.01 |
Common stock, Shares authorized | 500,000,000 | 500,000,000 |
Common stock, Shares issued | 141,500,385 | 141,500,385 |
Common stock, Shares outstanding | 141,500,385 | 141,500,385 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Revenues | ||||
Total revenues | $ 266,046 | $ 179,559 | $ 701,824 | $ 376,039 |
Operating expenses | ||||
In-House operating expenses (exclusive of depreciation and amortization of $14,700 and $13,701 for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and of $42,551 and $40,391 for the 39 weeks ended October 2, 2022 and October 3, 2021) | (139,212) | (89,340) | (380,880) | (205,579) |
Other operating expenses (exclusive of depreciation and amortization of $12,271 and $3,605 for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and of $29,939 and $16,665 for the 39 weeks ended October 2, 2022 and October 3, 2021) | (74,482) | (54,379) | (184,873) | (123,257) |
General and administrative expenses | (30,807) | (24,369) | (86,740) | (60,374) |
Pre-opening expenses | (2,555) | (4,672) | (10,328) | (15,990) |
Depreciation and amortization | (26,971) | (21,500) | (72,490) | (61,250) |
Share-based compensation | (7,778) | (15,281) | (19,855) | (19,958) |
Foreign exchange loss, net | (53,910) | (14,599) | (128,160) | (30,521) |
Other | (912) | (8,863) | (1,989) | (22,974) |
Total operating expenses | (336,627) | (233,003) | (885,315) | (539,903) |
Operating loss | (70,581) | (53,444) | (183,491) | (163,864) |
Other (expense) income | ||||
Interest expense, net | (18,453) | (20,827) | (52,948) | (67,449) |
Gain on sale of property and other, net | (12) | (31) | 1,529 | 6,872 |
Share of profit of equity method investments | 686 | 949 | 2,426 | 123 |
Total other expense, net | (17,779) | (19,909) | (48,993) | (60,454) |
Loss before income taxes | (88,360) | (73,353) | (232,484) | (224,318) |
Income tax expense | (3,013) | (2,868) | (3,070) | (2,048) |
Net loss | (91,373) | (76,221) | (235,554) | (226,366) |
(Income) loss attributable to noncontrolling interest | (295) | (806) | 1,448 | 2,873 |
Net loss attributable to Membership Collective Group Inc. | $ (91,668) | $ (77,027) | $ (234,106) | $ (223,493) |
Earnings Per Share [Abstract] | ||||
Net loss per share attributable to Class A and Class B common stock Basic (Note 15) | $ (0.46) | $ (0.72) | $ (1.16) | $ (1.73) |
Net loss per share attributable to Class A and Class B common stock Diluted (Note 15) | $ (0.46) | $ (0.72) | $ (1.16) | $ (1.73) |
Weighted Average Number of Shares Outstanding, Basic | 199,391 | 194,016 | 201,021 | 164,209 |
Weighted Average Number of Shares Outstanding, Diluted | 199,391 | 194,016 | 201,021 | 164,209 |
Membership revenues [Member] | ||||
Revenues | ||||
Total revenues | $ 71,023 | $ 51,162 | $ 195,685 | $ 136,518 |
In-House revenues [Member] | ||||
Revenues | ||||
Total revenues | 108,488 | 66,859 | 305,928 | 128,911 |
Other revenues [Member] | ||||
Revenues | ||||
Total revenues | $ 86,535 | $ 61,538 | $ 200,211 | $ 110,610 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
In House Operating Expenses [Member] | ||||
Operating cost and expenses | $ 14,700 | $ 13,701 | $ 42,551 | $ 40,391 |
Other Operating Expenses [Member] | ||||
Operating cost and expenses | $ 12,271 | $ 3,605 | $ 29,939 | $ 16,665 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (91,373) | $ (76,221) | $ (235,554) | $ (226,366) |
Other comprehensive income | ||||
Foreign currency translation adjustment | 41,346 | 12,325 | 89,911 | 26,924 |
Comprehensive loss | (50,027) | (63,896) | (145,643) | (199,442) |
(Income) loss attributable to noncontrolling interest | (295) | (806) | 1,448 | 2,873 |
Foreign currency translation adjustment attributable to noncontrolling interest | 591 | 123 | 1,011 | 8 |
Total comprehensive loss attributable to Membership Collective Group Inc. | $ (49,731) | $ (64,579) | $ (143,184) | $ (196,561) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Redeemable Shares and Shareholders' Deficit - USD ($) $ in Thousands | Total | Soho House Holdings Limited SHHL [Member] Redeemable Preferred Share [Member] | Soho House Holdings Limited SHHL [Member] Redeemable Class C Common Stock [Member] | Soho House Holdings Limited Ordinary Shares [Member] | Soho House Holdings Limited Ordinary Shares [Member] Redeemable Class C Common Stock [Member] | MCG Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total Shareholders' Deficit Attributable to Membership Collective Group Inc. [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Jan. 03, 2021 | $ (373,993) | $ 14,700 | $ 160,405 | $ 265,181 | $ 0 | $ 72,755 | $ (757,103) | $ (13,257) | $ (432,424) | $ 58,431 | |||
Net loss | (93,037) | 0 | (90,479) | 0 | (90,479) | (2,558) | |||||||
Distributions to noncontrolling interest | (19) | 0 | 19 | ||||||||||
Contributions from noncontrolling interest | 644 | 0 | 644 | ||||||||||
Issuance of SHHL senior convertible preference shares (Note 14) | 175,000 | ||||||||||||
Senior convertible preference shares issuance costs | (13,426) | ||||||||||||
Proceeds from issuance of SHHL redeemable C ordinary shares (Note 14) | 47,000 | ||||||||||||
Share-based compensation | 2,129 | 0 | 2,129 | 0 | 2,129 | 0 | |||||||
Net change in cumulative translation adjustment | 16,009 | 0 | 15,965 | 15,965 | 44 | ||||||||
Ending Balance at Apr. 04, 2021 | (448,267) | 176,274 | 207,405 | 265,181 | 0 | 74,884 | (847,582) | 2,708 | (504,809) | 56,542 | |||
Beginning Balance at Jan. 03, 2021 | (373,993) | 14,700 | 160,405 | 265,181 | 0 | 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 | 0 | 74,884 | (847,582) | 2,708 | (504,809) | 56,542 | |||
Net loss | (57,108) | 0 | (55,987) | 0 | (55,987) | (1,121) | |||||||
Distributions to noncontrolling interest | (114) | 0 | 114 | ||||||||||
Accretion of redeemable preferred shares to redemption value, net of foreign currency remeasurement gain | (4,955) | (4,955) | 0 | (5,863) | 908 | 0 | (4,955) | 0 | |||||
Purchase of Soho Works North America noncontrolling interests (Note 3) | 5,596 | 0 | 26,945 | 0 | 32,541 | (32,541) | |||||||
Share-based compensation | 2,548 | 0 | 2,548 | 0 | 2,548 | 0 | |||||||
Non-cash dividends on senior convertible preference shares | (4,177) | 4,177 | 0 | (4,177) | 0 | (4,177) | 0 | ||||||
SHHL C2 ordinary shares issued in connection with the Line and Saguaro Acquisition (Note 3) | 25,645 | 2,644 | 0 | 23,001 | 0 | 25,645 | 0 | ||||||
C2 ordinary shares issued in connection with the Cipura Acquisition (Note 3) | 8,700 | 905 | 0 | 7,795 | 0 | 8,700 | 0 | ||||||
C2 ordinary shares issued in connection with the Mandolin Acquisition (Note 3) | 1,250 | 130 | 0 | 1,120 | 0 | 1,250 | 0 | ||||||
Purchase of Scorpios noncontrolling interests (Note 3) | (8,653) | 809 | 0 | 6,876 | 0 | 7,685 | (16,338) | ||||||
Net change in cumulative translation adjustment | (1,410) | 0 | (1,481) | (1,481) | 71 | ||||||||
Ending Balance at Jul. 04, 2021 | (486,541) | 185,406 | $ 207,405 | 275,265 | 0 | 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 | |||||||||||
Share-based compensation | 15,281 | 15,281 | 15,281 | ||||||||||
Non-cash dividends on senior convertible preference shares | (158) | 158 | (158) | (158) | |||||||||
Effect of the Reorganization Transactions (Note 1) | 207,405 | (275,265) | (207,405) | 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) | ||||||||||||
Net change in cumulative translation adjustment | 12,325 | 12,448 | 12,448 | (123) | |||||||||
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 Jan. 02, 2022 | 182,192 | $ 2,025 | 1,189,044 | (1,021,832) | 6,897 | $ 0 | 176,134 | 6,058 | |||||
Net loss | (60,626) | (60,479) | (60,479) | (147) | |||||||||
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition (Note 3) | 0 | (1,884) | 0 | 0 | 0 | (1,884) | 1,884 | ||||||
Share-based compensation | 7,331 | 7,331 | 7,331 | 0 | |||||||||
Shares repurchased (Note 15) | (2,611) | (2,611) | (2,611) | 0 | |||||||||
Net change in cumulative translation adjustment | 11,131 | 11,210 | 0 | 11,210 | (79) | ||||||||
Ending Balance at Apr. 03, 2022 | 137,417 | 2,025 | 1,194,491 | (1,082,311) | 18,107 | (2,611) | 129,701 | 7,716 | |||||
Beginning Balance at Jan. 02, 2022 | 182,192 | 2,025 | 1,189,044 | (1,021,832) | 6,897 | 0 | 176,134 | 6,058 | |||||
Net loss | (235,554) | ||||||||||||
Ending Balance at Oct. 02, 2022 | 19,572 | 2,025 | 1,205,756 | (1,255,938) | 97,819 | (34,802) | 14,860 | 4,712 | |||||
Beginning Balance at Apr. 03, 2022 | 137,417 | 2,025 | 1,194,491 | (1,082,311) | 18,107 | (2,611) | 129,701 | 7,716 | |||||
Net loss | (83,555) | (81,959) | (81,959) | (1,596) | |||||||||
Distributions to noncontrolling interest | (364) | 364 | |||||||||||
Share-based compensation | 4,274 | 4,274 | 4,274 | 0 | |||||||||
Shares repurchased (Note 15) | (16,897) | (16,897) | (16,897) | 0 | |||||||||
Additional IPO costs | (269) | (269) | 0 | (269) | 0 | ||||||||
Net change in cumulative translation adjustment | 37,434 | 37,775 | 37,775 | (341) | |||||||||
Ending Balance at Jul. 03, 2022 | 78,040 | 2,025 | 1,198,496 | (1,164,270) | 55,882 | (19,508) | 72,625 | 5,415 | |||||
Net loss | (91,373) | (91,668) | (91,668) | 295 | |||||||||
Distributions to noncontrolling interest | (407) | (407) | |||||||||||
Share-based compensation | 7,260 | 7,260 | 7,260 | ||||||||||
Shares repurchased (Note 15) | (15,294) | (15,294) | (15,294) | ||||||||||
Net change in cumulative translation adjustment | 41,346 | 41,937 | 41,937 | (591) | |||||||||
Ending Balance at Oct. 02, 2022 | $ 19,572 | $ 2,025 | $ 1,205,756 | $ (1,255,938) | $ 97,819 | $ (34,802) | $ 14,860 | $ 4,712 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 02, 2022 | Oct. 03, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (235,554) | $ (226,366) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 72,490 | 61,250 |
Non-cash share-based compensation (Note 13) | 18,865 | 19,958 |
Deferred tax (benefit) expense | (299) | 1,421 |
Gain on sale of property and other, net | (1,529) | (6,872) |
Share of profit of equity method investments | (2,426) | (123) |
Amortization of debt issuance costs | 3,471 | 3,679 |
Loss on debt extinguishment | 14,126 | |
PIK interest (settled), net of non-cash interest | 25,663 | (64,870) |
Distributions from equity method investees | 596 | 0 |
Foreign exchange loss, net | 128,160 | 30,521 |
Changes in assets and liabilities: | ||
Accounts receivable | (14,986) | (10,099) |
Inventories | (12,509) | (4,662) |
Operating leases, net | 30,283 | 20,906 |
Other operating assets | (31,670) | (23,636) |
Deferred revenue | 26,341 | 21,669 |
Accounts payable and accrued and other liabilities | 31,210 | 48,159 |
Net cash provided by (used in) operating activities | 38,106 | (114,939) |
Cash flows from investing activities | ||
Purchase of property and equipment | (62,989) | (64,125) |
Proceeds from sale of assets | 665 | 0 |
Purchase of intangible assets | (17,628) | (7,337) |
Cash acquired in the Cipura Acquisition | 0 | 559 |
Acquisition of noncontrolling interests | 0 | (8,653) |
Property and casualty insurance proceeds received | 338 | |
Net cash used in investing activities | (79,614) | (79,556) |
Cash flows from financing activities | ||
Repayment of borrowings (Note 11) | (533) | (612,566) |
Payment for debt extinguishment costs (Note 11) | 0 | (9,109) |
Issuance of related party loans | 3,217 | 4,014 |
Proceeds from borrowings (Note 11) | 105,795 | 459,290 |
Payments for debt issuance costs | (1,860) | (12,994) |
Principal payments on finance leases | (431) | (214) |
Principal payments on financing obligation | (1,175) | (994) |
Distributions to noncontrolling interest | (771) | (373) |
Contributions from noncontrolling interest | 0 | 644 |
Senior convertible preference shares issued, net of issuance costs (Note 14) | 0 | 161,574 |
Purchase of treasury stock (Note 15) | (34,802) | 0 |
Proceeds from issuance of SHHL redeemable C ordinary shares, net of issuance costs | 0 | 47,000 |
SHHL Redeemable preferred shares redeemed (Note 14) | 0 | (19,899) |
Proceeds from initial public offering, net of offering costs | (269) | 388,078 |
Net cash provided by financing activities | 69,171 | 404,451 |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (13,224) | (1,104) |
Net increase in cash and cash equivalents, and restricted cash | 14,439 | 208,852 |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 220,662 | 59,970 |
End of period | 235,101 | 268,822 |
Cash, cash equivalents and restricted cash are comprised of: | ||
Cash and cash equivalents | 227,896 | 259,341 |
Restricted cash | 7,205 | 9,481 |
Cash, cash equivalents and restricted cash as of October 2, 2022 and October 3, 2021 | 235,101 | 268,822 |
Supplemental disclosures: | ||
Cash paid for interest, net of capitalized interest | 22,504 | 104,057 |
Cash paid for income taxes | $ 138 | $ 195 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Conversion of senior convertible preference shares to Class A common stock (Note 15) | 0 | 165,907 |
SHHL C2 ordinary shares issued in exchange for acquisitions of businesses and noncontrolling interests | $ 0 | $ 75,821 |
Operating lease assets obtained in exchange for new operating lease liabilities | 101,640 | 125,199 |
Acquisitions of property and equipment under finance leases | 11,357 | 0 |
Non-cash dividends on senior convertible preference shares (Note 15) | 0 | 4,335 |
Accrued capital expenditures as of October 2, 2022 and October 3, 2021 | 7,908 | 3,499 |
Accrued offering costs as of October 2, 2022 and October 3, 2021 | $ 0 | $ 540 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Oct. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of 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 38 Soho Houses, 9 Soho Works Clubs, The Ned in London and New York, The LINE and Saguaro hotels in North America, 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 our Class A 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. 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. 02, 2022 | |
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. In preparing these unaudited condensed consolidated financial statements, we consistently applied the accounting policies described in our consolidated financial statements as of and for the year ended January 2, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022, with the exception of the Revenue Recognition policy which has been updated to reflect the launch of the House Introduction Credits, as explained in further detail 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 unaudited condensed consolidated balance sheets, unaudited 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 the Company’s Annual Report on Form 10-K as of and for the fiscal year ended January 2, 2022. The results of operations for the 13- and 39-week periods ended October 2, 2022 and October 3, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The unaudited condensed consolidated statement of operations for the 39 weeks ended October 2, 2022 and the unaudited condensed consolidated balance sheet as of October 2, 2022 include the correction of an error related to the Company’s unaudited condensed consolidated financial statements as of and for the 13 weeks ended April 3, 2022 ("Q1 2022"), and the consolidated financial statements as of and for the 52 weeks ended January 2, 2022 ("Fiscal 2021"), 53 weeks ended January 3, 2021 ("Fiscal 2020"), and 52 weeks ended December 29, 2019 ("Fiscal 2019"). The error relates to the correction of the estimation of the historical operating lease liabilities which resulted in the overstatement of historical operating lease liability and assets by $ 12 million and $ 5 million, respectively, as of Q1 2022; $ 11 million and $ 5 million, respectively, as of Fiscal 2021; $ 18 million and $ 13 million, respectively, as of Fiscal 2020; and $ 17 million and $ 14 million, respectively as of Fiscal 2019. The correction of this error is presented within operating lease assets and operating lease liabilities in the unaudited condensed consolidated balance sheet as of October 2, 2022 amounting to $ 5 million and $ 12 million, respectively. The error also resulted in the overstatement of operating lease expenses, with no effect for the 13 weeks ended October 2, 2022, with a cumulative impact of $ 6 million for the 13 weeks ended April 3, 2022, $ 6 million for Fiscal 2021, $ 5 million for Fiscal 2020 and $ 3 million for Fiscal 2019. The correction of this cumulative error is presented within In-House operating expenses in the unaudited condensed consolidated statement of operations for the 39 weeks ended October 2, 2022. 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. Revenue Recognition House Introduction Credits New members admitted on or after April 4, 2022 are required to purchase House Introduction Credits ("House Introduction Credits") as part of their membership, per the House rules. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable against purchases of food and beverage items and bedroom stays at the Houses. House Introduction Credits expire after three months from the date of issuance, where legally permitted in the regions we operate, if not utilized or if the Company terminates a member's House membership. House Introduction Credits are recognized upon issuance as deferred revenue on our unaudited condensed consolidated balance sheets. Revenue from House Introduction Credits are recognized as In-House revenues when redeemed by members, and as breakage revenue within Membership revenues upon expiration or in the period when we are able to reliably estimate expected breakage and further redemption is deemed remote. 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 2, 2022, the Company incurred a consolidated net loss of $ 91 million and $ 236 million, respectively. During the 39 weeks ended October 2, 2022, the Company had positive cash flow from operations of $ 38 million. As of October 2, 2022, the Company had an accumulated deficit of $ 1,256 million, cash and cash equivalents of $ 228 million, and restricted cash of $ 7 million. In addition, we have had to temporarily close some of our Houses, hotels and public restaurants, at different times in prior periods due to continued effects of the COVID-19 pandemic, which has and may continue to have an impact on our revenues. At the date of issuance of these unaudited condensed consolidated financial statements, all of our Houses are open (with some limited seasonal closures). In assessing the going concern basis of preparation of the unaudited condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 2, 2022, 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 committed and accessible working capital to the Company. We have considered the current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, as well as any further possible impacts from the COVID-19 pandemic and the Company has factored these in when it undertook an 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, macro-economic dynamics, possible temporary closures of our properties from any further impact of the COVID-19 pandemic (which impacts the Company’s ability to keep open Houses and maintain a level of operations consistent with pre COVID-19 times), cost reductions, both limited and extensive, and a combination of these different scenarios. We believe that 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 of continued recovery from the impact of the pandemic and mitigating the impacts of inflationary pressures and consumer confidences, subject to the following key factors: the continued access to Houses in a manner that is compliant with local laws and regulations, including the relaxing of mandatory capacity constraints, as well as anticipated demand; Furthermore, available cash as a result of completed financing events, includes the exercising of an option on March 9, 2022 for issued additional notes under the existing senior secured notes for $ 100 million and available additional liquidity, and access to an undrawn revolving credit facility of £ 71 million ($ 79 million) (see Note 11, Debt, for additional information). This, together with the Company’s wider sufficient financial resources, an established business model, access to capital and the measures that have been put in place to control costs, mean that 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 12 months from the date these financial statements are issued. Based on the above, the unaudited 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 unaudited condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 2, 2022 . Comprehensive Loss The entire balance of accumulated other comprehensive loss, net of income taxes, is related to the cumulative translation adjustment in each of the periods presented. |
Consolidated Variable Interest
Consolidated Variable Interest Entities | 9 Months Ended |
Oct. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | 3. Consolidated Variable Interest Entities The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”): Soho Restaurants Limited; Ned-Soho House, LLP ; Soho Works Limited; and Soho Works North America, LLC. 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. 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. As a result of the reorganization and the Company’s variable interest in Soho Restaurants (consisting primarily of the Soho Restaurants Loan Note that remained outstanding after the reorganization 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 and accounted for the Soho Restaurants reorganization using the acquisition method of accounting. On March 29, 2022, the Company acquired all of the outstanding equity interests of Soho Restaurants for nominal consideration (the “Soho Restaurants Acquisition”) from Quentin Partners. Because the Company consolidated Soho Restaurants prior to the Soho Restaurants Acquisition, the Company accounted for the Soho Restaurants Acquisition as a transaction with a noncontrolling interest holder that did not result in a change of control. The Company derecognized a noncontrolling deficit of $ 2 million and recorded the difference between the fair value of consideration transferred to Quentin Partners 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 Restaurants Acquisition, the Company became the sole equity owner of Soho Restaurants. Also, on March 29, 2022, Soho Restaurants also entered into a Trademark Assignment with Chick’n Limited, pursuant to which Soho Restaurants has agreed to transfer the rights to certain intangible assets to Chick’n Limited in exchange for three separate cash payments over a one-year period, commencing on March 29, 2022, totaling £ 1 million ($ 2 million), all of which was recognized in gain on sale of property and other, net in the unaudited condensed consolidated statements of operations for the 39 weeks ended October 2, 2022. Concurrently, on March 29, 2022, Soho Restaurants entered into a royalty-free Product License Agreement with Chick’n Limited, pursuant to which Chick’n Limited has agreed to grant the Company a non-exclusive, royalty-free license to produce and sell certain burgers at certain Soho Restaurant properties for a term of two years. Other than with respect to this limited license, Soho Restaurants has no legal right to the product. Ned-Soho House, LLP The Ned-Soho House, 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 unaudited 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 five sites currently in operation in the UK. Soho Works North America, LLC and its wholly owned subsidiaries (“SWNA”) was established to develop and operate Soho-branded, membership-based co-working spaces in North America. The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the unaudited condensed consolidated balance sheets. The obligations of the consolidated VIEs other than Soho Restaurants are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations. As of (in thousands) October 2, 2022 January 2, 2022 Cash and cash equivalents $ 7,850 $ 7,187 Accounts receivable 3,098 4,137 Inventories 99 127 Prepaid expenses and other current assets 4,420 5,705 Total current assets 15,467 17,156 Property and equipment, net 70,770 89,753 Operating lease assets 217,264 238,786 Other intangible assets, net 264 160 Other non-current assets 168 205 Total assets 303,933 346,060 Accounts payable 9,331 11,258 Accrued liabilities 12,592 12,303 Indirect and employee taxes payable 897 599 Current portion of related party loans 21,265 21,092 Current portion of operating lease liabilities - sites trading more than one year 10,318 10,565 Other current liabilities 3,214 1,972 Total current liabilities 57,617 57,789 Operating lease liabilities, net of current portion - sites trading more than one year 252,569 278,171 Other non-current liabilities 236 872 Total liabilities 310,422 336,832 Net assets $ ( 6,489 ) $ 9,228 |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Oct. 02, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | 4. 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 and no new equity method investments since January 2, 2022. 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. 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. 56-60 Redchurch Street, London Joint Venture On July 6, 2015, the Company and a related party investor (“Raycliff Partner”) formed Raycliff Red LLP (“Club Row Rooms”) to develop and operate a hotel at 58-60 Redchurch Street intended to provide additional members’ accommodation to the nearby Shoreditch House in London. This was later extended to include 56 Redchurch Street under the same terms. The Company is responsible for managing the operations of the property and the Raycliff Partner is responsible for managing the building. The Company concluded that it is not the primary beneficiary of the Soho House Toronto or 56-60 Redchurch Street, London VIEs in any of the periods presented, as its joint venture partners have the power to participate in making decisions related to the majority of significant activities of each investee. Accordingly, the Company concluded that application of the equity method of accounting is appropriate for these investees. Summarized Financial Information The following 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. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021⁽¹⁾ Revenues $ 12,382 $ 9,059 34,300 $ 22,110 Operating income (loss) 3,183 2,456 8,007 ( 722 ) Net income (loss) (2) 1,392 2,469 4,207 ( 709 ) (1) Includes the financial information of Soho House—Cipura (Miami), LLC (“Cipura”), in which the Company owned a 50 % interest prior to May 10, 2021. Following the Company’s acquisition of the remaining 50 % interest in Cipura, this entity became a consolidated subsidiary of the Company. (2) The net income (loss) shown above relates entirely to continuing operations. As of (in thousands) October 2, 2022 January 2, 2022 Current assets $ 25,053 $ 33,705 Non-current assets 132,841 137,753 Total assets 157,894 171,458 Current liabilities 13,092 13,976 Non-current liabilities 95,817 121,311 Total liabilities 108,909 135,287 Net assets $ 48,985 $ 36,171 The Company’s equity method investees have not yet adopted ASC 842, Leases (“Topic 842”); therefore, the balance sheets of equity method investees do not include operating right-of-use assets and liabilities. |
Leases
Leases | 9 Months Ended |
Oct. 02, 2022 | |
Leases [Abstract] | |
Leases | 5. 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 3 material finance leases with 25 -year renewal options, with rent payments on renewal based on upward changes in inflation rates. As of October 2, 2022, the Company recognized right-of-use assets and lease liabilities for 108 operating leases and 3 finance leases. As of January 2, 2022 , the Company recognized right-of-use assets and lease liabilities for 101 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 2, 2022 and January 2, 2022, $ 1 million and $ 12 million, respectively, is recorded in accounts payable in the unaudited condensed consolidated balance sheets related to deferred lease payments. The maturity of the Company’s operating and finance lease liabilities as of October 2, 2022 is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2022 $ 30,337 $ 1,314 2023 126,080 5,288 2024 128,838 5,289 2025 131,872 5,325 2026 132,748 5,255 Thereafter 1,645,919 200,705 Total undiscounted lease payments 2,195,794 223,176 Present value adjustment 1,021,665 152,434 Total net lease liabilities $ 1,174,129 $ 70,742 As of October 2, 2022 and January 2, 2022, the long-term liabilities for finance leases were $ 70 million and $ 73 million, respectively, and are recorded as finance lease liabilities on the unaudited condensed consolidated balance sheets. As of October 2, 2022 and January 2, 2022, finance lease assets, net of accumulated depreciation, were $ 58 million and $ 64 million, respectively, and are recorded within property and equipment, net on the unaudited 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 $ 34 million and $ 30 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 99 million and $ 84 million for the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. For the 13 weeks ended October 2, 2022 and October 3, 2021, 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 leases of $ 1 million and $ 1 million, respectively. For the 39 weeks ended October 2, 2022 and October 3, 2021, 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 lea ses of $ 4 million a nd $ 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 unaudited 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: For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 83,271 ) $ ( 58,428 ) Interest payments for finance leases ( 3,656 ) ( 3,803 ) Cash flows from financing activities: Principal payments for finance leases $ ( 431 ) $ ( 214 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 101,640 $ 125,199 Acquisitions of property and equipment under finance leases 11,357 — The following summarizes additional information related to operating and finance leases: As of October 2, 2022 January 2, 2022 Weighted-average remaining lease term Finance leases 43 years 44 years Operating leases 17 years 18 years Weighted-average discount rate Finance leases 7.29 % 7.00 % Operating leases 7.95 % 8.06 % As of October 2, 2022, the Company has entered into 13 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 SHD 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 2022, 2023, 2024, and 2025. The Company estimates the total undiscounted lease payments for the leases commencing in fiscal years ended 2022, 2023, 2024, and 2025 will be $ 239 million, $ 378 million, $ 372 million, and $ 320 million, respectively, with weighted-average expected lease terms of 23 years, 21 years, 17 years, and 15 years for 2022, 2023, 2024, and 2025, respectively. The following summarizes the Company’s estimated future undiscounted lease payments for current leases under construction, including properties where the SHD team is acting as the construction manager: (in thousands) Operating Fiscal year ended Construction Estimated total undiscounted lease payments Remainder of 2022 $ 1,464 2023 13,268 2024 37,601 2025 56,352 2026 67,079 Thereafter 1,132,782 Total undiscounted lease payments expected to be capitalized $ 1,308,546 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Oct. 02, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 6. Revenue Recognition The Company’s revenues consist primarily of annual membership fees, and initial registration fees paid by members historically; 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 Scorpios Beach Club, Soho Works sites and our stand-alone restaurants, procurement fees from SHD, Soho Home and Cowshed retail products, and other revenues from products and services that we provide outside of our Houses, as well as management fees from The Ned and The LINE and Saguaro hotels. Disaggregated revenue disclosures by reportable segments for the 13 weeks and 39 weeks ended October 2, 2022 and October 3, 2021 are included in Note 18, 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 ended October 2, 2022. (in thousands) Next twelve Future periods Membership, registration fees, and House Introduction Credits $ 73,765 $ 26,787 Total future revenues $ 73,765 $ 26,787 All consideration from contracts with customers is included in the amounts presented above. The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers: As of (in thousands) October 2, 2022 January 2, 2022 Contract receivables $ 32,285 $ 19,338 Contract assets 6,312 5,553 Contract liabilities 129,641 113,630 Contract assets consist of accrued unbilled income related to build-out contracts and are recognized in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. Contract liabilities include deferred membership revenue, hotel deposits (which are presented in accrued liabilities on the unaudited condensed consolidated balance sheets), and gift vouchers. Revenue recognized that was included in the contract liabilities balance as of the beginning of the period was $ 27 million and $ 19 million during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 65 million and $ 55 million during the 39 weeks ended October 2, 2022 and October 3, 2021 , respectively. |
Inventories, Prepaid Expenses a
Inventories, Prepaid Expenses and Other Current Assets | 9 Months Ended |
Oct. 02, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Inventories, Prepaid Expenses and Other Current Assets | 7. 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 $ 9 million and $ 8 million as of October 2, 2022 and January 2, 2022, respectively. Finished goods totaled $ 28 million and $ 22 million as of October 2, 2022 and January 2, 2022, respectively. The table below presents the components of prepaid expenses and other current assets. As of (in thousands) October 2, 2022 January 2, 2022 Amounts owed by equity method investees $ 381 $ 879 Prepayments and accrued income 21,145 26,037 Contract assets 6,312 5,553 Other receivables 53,275 24,535 Total prepaid expenses and other current assets $ 81,113 $ 57,004 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Oct. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Additions totaled $ 26 million and $ 27 million during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 64 million and $ 64 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively, and were primarily related to leasehold improvements and fixtures and fittings for existing sites. |
Goodwill
Goodwill | 9 Months Ended |
Oct. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill A summary of goodwill for each of the Company’s applicable reportable segments from January 2, 2022 to October 2, 2022 is as follows: (in thousands) UK North America Europe and Total January 2, 2022 $ 100,665 $ 47,446 $ 66,146 $ 214,257 Foreign currency translation adjustment ( 17,686 ) — ( 9,154 ) ( 26,840 ) October 2, 2022 $ 82,979 $ 47,446 $ 56,992 $ 187,417 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Oct. 02, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 10. Accrued Liabilities The table below presents the components of accrued liabilities. As of (in thousands) October 2, 2022 January 2, 2022 Accrued interest $ 634 $ 727 Hotel deposits 12,181 9,246 Trade, capital and other accruals 53,081 53,154 Total accrued liabilities $ 65,896 $ 63,127 |
Debt
Debt | 9 Months Ended |
Oct. 02, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt Debt balances, net of debt issuance costs, are as follows: As of (in thousands) October 2, 2022 January 2, 2022 Senior Secured Notes, interest at 8.1764 % for the Initial Notes and 8.5 % for the Additional Notes, maturing March 2027 $ 550,397 $ 447,719 Other loans (see additional description below) 9,669 18,547 560,066 466,266 Less: Current portion of long-term debt ( 897 ) ( 6,923 ) Total long-term debt, net of current portion $ 559,169 $ 459,343 Property mortgage loans, net of debt issuance costs, are as follows: As of (in thousands) October 2, 2022 January 2, 2022 Term loan, interest at 5.34 %, maturing February 6 , 2024 $ 54,531 $ 54,293 Mezzanine loan, interest at 7.25 %, maturing February 6 , 2024 61,481 60,829 Total property mortgage loans $ 116,012 $ 115,122 Related party loans, net of current portion and imputed interest, are as follows: As of (in thousands) October 2, 2022 January 2, 2022 Related party loans, unsecured, 7 % interest bearing, maturing September 2023 (see additional description below) $ 21,265 $ 21,092 Related party loans, unsecured, 4 % interest bearing, maturing December 2022 398 569 21,663 21,661 Less: Current portion of related party loans ( 21,663 ) ( 21,661 ) Total related party loans, net of current portion $ — $ — The weighted-average interest rate on fixed rate borrowings was 8 % as of October 2, 2022 and 8 % as of January 2, 2022 . There were no outstanding floating rate borrowings as of October 2, 2022 or as of January 2, 2022. Debt The descriptions below show the financial instrument amounts in the currency of denomination with the United States dollar (“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 . On November 15, 2021, the Company amended the Revolving Credit Facility which, among other things, changed the reference rate under the Revolving Credit Facility for borrowings denominated in British pound sterling (“GBP”) from a LIBOR-based rate to a SONIA-based rate and to transition reporting from accounting principles generally accepted in the United Kingdom to US GAAP. On February 11, 2022, the Company amended the Revolving Credit Facility to extend the maturity date to January 25, 2024. During the fiscal year ended January 2, 2022, the Company repaid the entire outstanding balance of the facility with proceeds from the IPO. As of October 2, 2022 and January 2, 2022, £ 71 million ($ 79 million) and £ 71 million ($ 96 million), respectively, is available to draw under this facility, with £ 4 million ($ 5 million) and £ 4 million ($ 6 million), respectively, utilized as a letter of guarantee in respect of one of the Company’s lease agreements. The facility is secured on a fixed and floating charge basis over certain assets of the Company. The Company incurred interest expense of $ 1 million and less than $ 1 million on this facility during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 2 million and $ 3 million during the 39 weeks ended October 2, 2022 and October 3, 2021 , respectively. On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company, entered into the Third Amended and Restated Revolving Facility Agreement (the “Third Amendment”), which amends and restates the Revolving Credit Facility. The Third Amendment amends the Revolving Credit Facility to extend the maturity date from January 25, 2024 to July 25, 2026 and includes a Leverage Covenant, effective from March 2023 and only applicable when 40% or more of the facility is drawn. Refer to Note 20 - 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 %) + 8%. A portion of the interest on the Permira Senior Facility was in the form of payment-in-kind interest, 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. 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. 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 unaudited condensed consolidated statements of operations for th e 13 weeks and 39 weeks ended October 3, 2021 . Upon repayment of the facility, the Company also settled accrued payment-in-kind interest totaling $ 79 million. The Company incurred interest expense of $ 13 million on the Permira Senior Facility during the 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 less than $ 1 million on this loan during the 39 weeks ended October 3, 2021. On March 31, 2021, Soho House Bond Limited, a wholly-owned subsidiary of the Company, issued senior secured notes pursuant to a Notes Purchase Agreement, 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 included 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 Company exercised this option on March 9, 2022 for a total of $ 100 million of Additional Notes and received net proceeds of $ 99 million. 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 and 2.125 % per annum for the Additional Notes, plus a payment-in-kind (capitalized) margin of 6.1572 % per annum for the Initial Notes and 6.375 % per annum for the 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 Revolving Credit Facility. The Company incurred transaction costs of $ 13 million ($ 12 million for the year ended January 2, 2021, plus the additional $ 1 million incurred for the 39 weeks ended October 2, 2022) related to the Senior Secured Notes. The Company incurred interest expense of $ 12 million and $ 10 million on the Senior Secured Notes during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and of $ 34 million and $ 20 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. 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 provided for a commitment of up to £9 million ($ 12 million) for certain improvements at the Soho Farmhouse property. Interest on the balance drawn under the agreement accrued at an annual rate of 7.9 % per annum and was added to the loan principal balance. The facility expired on July 31, 2022, and the outstanding loan balance converted to a finance lease. The Company incurred interest expense of less than $ 1 million and less than $ 1 million on this loan during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and of less than $ 1 million and less than $ 1 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. The remaining loans consist of the following: Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 3,327 7.5 % Compagnie de Phalsbourg credit facility € January 2025 5,061 7 % Greek government loan € July 2025 1,287 3.1 % 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 of $ 2 million and $ 2 million on these facilities during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 6 million and $ 6 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. Related Party Loans In 2017, SWL entered into a £ 40 million term loan facility agreement with two individuals who are related parties of the Company. The SWL loan bears interest at 7 % and was initially scheduled to mature at the earliest of: (a) September 29, 2022 ; (b) the date of disposal of the whole or substantial part of the SWL; (c) the date of sale by the shareholders of the entire issued share capital of SWL to a third party; (d) the date of the admission of SWL 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. On March 11, 2022, this loan was extended and the maturity date is now September 29, 2023. The carrying amount of the term loan was £ 19 million ($ 21 million) and £ 16 million ($ 21 million) as of October 2, 2022 and January 2, 2022, respectively. The Company incurred interest expense of $ 1 million and less than $ 1 million during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 2 million and $ 1 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. 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 has an effective interest rate of 4 %, matures in December 2022 , and is presented within current portion of related party loans on the unaudited condensed consolidated balance sheets. Future Principal Payments The following table presents future principal payments for the Company’s debt, property mortgage loans, and related party loans as of October 2, 2022: (in thousands) Remainder of 2022 $ 973 2023 21,864 2024 117,655 2025 7,057 2026 734 Thereafter 558,602 $ 706,885 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. 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 2, 2022 or January 2, 2022. Fair Value of Financial Instruments The Company believes the carrying values of its financial instruments related to current assets and liabilities approximate fair value due to short-term maturities. The Company has estimated the fair value of the debt as of October 2, 2022 and the fair value of the Senior Secured Notes as of January 2, 2022 using a discounted cash flow analysis. The fair value of the property mortgage loans and other non-current debt as of January 2, 2022 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 2, 2022 and January 2, 2022. The following table presents the estimated fair values (all of which are Level 3 fair value measurements) of the Company’s debt instruments with maturity dates in 2023 and thereafter: (in thousands) Carrying Value Fair Value October 2, 2022 Senior Secured Notes $ 550,397 $ 562,262 Property mortgage loans 116,012 114,488 Other non-current debt 9,301 9,118 $ 675,710 $ 685,868 (in thousands) Carrying Value Fair Value January 2, 2022 Senior Secured Notes $ 447,719 $ 460,182 Property mortgage loans 115,122 115,122 Other non-current debt 12,260 12,260 $ 575,101 $ 587,564 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. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which SHHL Share Appreciation Rights (“SARs”) and SHHL Growth Shares were issued to certain employees. The awards are settled in ordinary D shares of SHHL and the Company can grant up to 9,978,143 SHHL ordinary D shares 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 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 MCG restricted stock awards. The exchanged awards are subject to the same vesting conditions as the original awards. In December 2021, the Company granted 506,990 RSUs to certain employees that were scheduled to vest over a month. On January 16, 2022, the vesting schedule of the RSUs was updated from one vesting end date of January 17, 2022 to a graded vesting schedule that vests 25% on each of January 24, January 31, February 7, and February 14, 2022, respectively. The Company accounted for the modification as a Type I modification and no incremental compensation cost was incurred related to the modification. As of October 2, 2022 and January 2, 2022, there were 5,433,580 and 5,840,483 SARs outstanding under the 2020 Plan, respectively . As of October 2, 2022 and January 2, 2022, there were 179,147 and 781,731 MCG restricted stock awards outstanding under the 2020 Plan, respectively. 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 12,107,333 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 ended December 31, 2022. As of October 2, 2022, there were 7,957,901 shares available for future awards. The Company granted 1,526,552 new RSUs under the 2021 Plan during the 39 weeks ended October 2, 2022. In September 2022, in conjunction with the departure of an employee, the Company modified the existing awards to allow continued vesting and issued 365,000 new RSUs under the 2021 Plan to the same former employee. The Company accounted for the modification of existing awards as a Type III modification, and $ 2 million of incremental compensation expense was recognized and included in the "Type III modification" line item below. As of October 2, 2022 and January 2, 2022, there were 3,064,788 and 2,622,877 RSUs outstanding under the 2021 Plan, respectively. Share-based compensation during the 13 weeks and 39 weeks ended October 2, 2022 and October 3, 2021 was recorded in the unaudited condensed consolidated statements of operations within a separate line item as shown in the following table: For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 SARs $ 1,665 $ 10,804 $ 5,876 $ 14,178 Restricted stock awards (Growth Shares) 550 3,252 1,853 4,555 RSUs 3,143 1,225 9,234 1,225 Type III modification 1,902 — 1,902 — Employer-related payroll expense (1) 518 — 990 — Total share-based compensation expense 7,778 15,281 19,855 19,958 Tax benefit for share-based compensation expense — — — — Share-based compensation expense, net of tax $ 7,778 $ 15,281 $ 19,855 $ 19,958 (1) Relates to national insurance tax in the UK. These amounts were settled in cash and are not included in additional paid-in capital or as an adjustment to reconcile net loss to net cash used in operating activities in the unaudited condensed consolidated statements of cash flows. As of October 2, 2022, total compensation expense not yet recognized is as follows: • With respect to the unvested SARs issued under the 2020 Plan, approximately $ 6 million, which is expected to be recognized over a weighted average period of 1.01 years; • With respect to the unvested restricted stock awards (Growth Shares) issued under the 2020 Plan, approximately $ 2 million, which is expected to be recognized over a weighted average period of 0.90 years; and • With respect to the unvested RSUs issued under the 2021 Plan, approximately $ 19 million, which is expected to be recognized over a weighted average period of 2.62 years. |
Redeemable Preferred Shares
Redeemable Preferred Shares | 9 Months Ended |
Oct. 02, 2022 | |
Stockholders' Equity Note [Abstract] | |
Redeemable Preferred Shares | Redeemable Preferred Shares and SHHL Redeemable C Ordinary Shares On March 31, 2021, the Company issued 12,970,766 SHHL 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 accrued a non-cash dividend of 8 % per annum on the investment amount of the Senior Preference Shares plus all previously compounded non-cash dividends. The Senior Preference Shares were initially presented as mezzanine equity due to the existence of certain redemption options. 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). In March 2021, the Company issued 4,751,497 SHHL redeemable C ordinary shares to an unrelated third party under an existing investor option. The Company received net proceeds of $ 47 million and did not incur any material share issuance costs. The SHHL redeemable C ordinary shares were classified as mezzanine equity due to the existence of certain redemption options. Immediately prior to the IPO, the Company had 21,187,494 SHHL redeemable C ordinary shares issued and outstanding. Redemption of these SHHL redeemable C ordinary shares was not probable as of any period preceding the IPO. On July 19, 2021, all of the outstanding SHHL 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 | 9 Months Ended |
Oct. 02, 2022 | |
Stockholders' Equity Note [Abstract] | |
Loss Per Share and Shareholders' Equity | 15. Loss Per Share and Shareholders’ Equity 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. 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 SHHL 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 MCG Common Stock SHHL Redeemable Preferred Shares SHHL Redeemable C Ordinary Shares A B C C2 D Class A Common Stock Class B Common Stock 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 SHHL senior convertible preference shares (Note 14) 12,970,766 — — — — — — — — Issuance of SHHL redeemable C ordinary shares (Note 14) — 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 — — — — — 644,828 — — — SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition — — — — — 92,647 — — — Purchase of Soho Works North America noncontrolling interests — — — — — 3,984,883 — — — Purchase of Scorpios noncontrolling interests — — — — — 572,410 — — — SHHL C2 ordinary shares issued in connection with the LINE and Saguaro Acquisition — — — — — 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 MCG Common Stock Class A Class B As of January 2, 2022 61,029,730 141,500,385 Shares repurchased ( 324,972 ) — RSUs vested 506,990 — As of April 3, 2022 61,211,748 141,500,385 Shares repurchased ( 2,254,505 ) — As of July 3, 2022 58,957,243 141,500,385 Shares repurchased ( 2,362,083 ) — RSUs vested 502,305 — As of October 2, 2022 57,097,465 141,500,385 Stock Repurchase Program On March 18, 2022, the Company’s board of directors and a relevant sub-committee thereof authorized and approved a stock repurchase program for up to $ 50 million of the currently outstanding shares of the Company’s Class A common stock. Under the stock repurchase program, the Company is authorized to repurchase from time to time shares of its outstanding Class A common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will depend on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase program may be suspended, modified or discontinued at any time, in accordance with relevant and applicable regulatory requirements, and the Company has no obligation to repurchase any amount of its common stock under the program. The Company intends to make all repurchases in accordance with applicable federal securities laws, including Rule of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Under the program, the repurchased shares will be returned to the status of authorized, but unissued shares of common stock held in treasury at average cost. During the 13 weeks and 39 weeks ended October 2, 2022, the Company repurchased a total of 2,362,083 and 4,941,560 shares of Class A common stock for $ 15 million and $ 35 million, including commissions, respectively. Loss per Share The Company computes loss per share using the two-class method. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted loss per share attributable to common stockholders are therefore the same for Class A and Class B common stock. 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 Transactions. 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 table below illustrates the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share: For the 13 Weeks Ended For the 39 Weeks Ended (in thousands except share and per share amounts) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Net loss attributable to Membership Collective Group Inc. $ ( 91,668 ) $ ( 77,027 ) $ ( 234,106 ) $ ( 223,493 ) Less: Cumulative SHHL preferred shares undeclared dividends — ( 4,778 ) — ( 4,778 ) Less: Incremental accretion of SHHL preferred shares to — ( 1,085 ) — ( 1,085 ) Add: Foreign currency remeasurement of SHHL preferred shares — ( 242 ) — 666 Less: Non-cash dividends on the SHHL senior convertible 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 ( 91,668 ) ( 138,936 ) ( 234,106 ) ( 284,494 ) Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders 199,390,524 194,015,595 201,020,845 164,208,521 Basic and diluted loss per share $ ( 0.46 ) $ ( 0.72 ) $ ( 1.16 ) $ ( 1.73 ) 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 cumulative undeclared dividends on certain SHHL preferred shares, which were redeemed for cash in July 2021. The loss per share calculations for the 13 weeks and 39 weeks ended October 3, 2021 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 calculations for the 13 weeks and 39 weeks ended October 2, 2022 and October 3, 2021 exclude the impact of unvested SHHL 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. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. 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 unaudited 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 sole discretion issued membership credits to Soho House members to be redeemed for certain Soho House products and services. Membership credits were issued by the Company as a one-time goodwill gesture deemed to be a marketing offer to Soho House members, and were initially set to expire on December 31, 2020. The liability associated with the membership credits was derecognized based on the usage of credits and the cost of the inventory or services to fulfill the Company’s obligation to its Soho House members and was classified within other current liabilities on the Company’s unaudited condensed consolidated balance sheet. In March 2021, the Company decided in its discretion to extend the expiration date of the membership credits 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. The Company recognized marketing expenses of $ 1 million and $ 5 million during the 13 weeks and 39 weeks ended October 3, 2021 , respectively, which are included within other expense in the unaudited condensed consolidated statements of operations. There were no material marketing expenses recognized during the 39 weeks ended October 2, 2022. Capital Commitments As of October 2, 2022, capital expenditure commitments contracted for but not yet incurred total $ 2 million and are related primarily to site improvement costs for Soho Beach House, Soho House New York, and Soho House Hong Kong. Business Interruption and Property Insurance The Company maintains insurance policies to cover business interruption with terms that management believes to be adequate and appropriate. These policies may be subject to applicable deductible or retention amounts, coverage limitations and exclusions and may not be sufficient to cover all of the losses incurred. The Company did not incur any losses during the 13 weeks and 39 weeks ended October 3, 2021. In February 2022, there was a fire at Little Beach House Malibu which resulted in full House closure until April 2022. As a result of the fire damage, the Company recorded business interruption insurance proceeds totaling less than $ 1 million related to the reimbursement of lost profits as a result of the closure. This amount is recorded as business interruption income on the unaudited condensed consolidated statement of operations for the 39 weeks ended October 2, 2022. In addition, the Company received cash totaling less than $ 1 million in connection with a property damage insurance claim, which reimburses the replacement cost for repair or replacement of damaged assets. This amount is recorded as insurance proceeds received on the unaudited condensed consolidated statement of cash flows for the 39 weeks ended October 2, 2022. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes In July 2021, the Company carried out a legal entity restructuring which resulted in the formation of Membership Collective Group Inc., a US domiciled corporation, as the parent entity of the Company. Prior to July 2021, the parent entity of the Company was a UK domiciled entity. For the 13 weeks and 39 weeks ended October 2, 2022, 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 $ 20 million and $ 45 million based on the results for the 13 weeks and 39 weeks ended October 2, 2022. 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 increased by $ 4 million and $ 15 million in the 13 weeks and 39 weeks ended October 2, 2022, respectively. There is no impact on the Company’s effective tax rate for the 13 weeks and 39 weeks ended October 2, 2022 as there is a corresponding reduction in the valuation allowance applied for the period. The effective tax rate for the 13 weeks ended October 2, 2022 was ( 3.41 )% , compared to ( 3.91 )% for the 13 weeks ended October 3, 2021. The effective tax rate for the 39 weeks ended October 2, 2022 was ( 1.32 )% compared to 0.91 % for the 39 weeks ended October 3, 2021. The effective tax rate for the 13 weeks and 39 weeks ended October 2, 2022 differs from the US statutory rate of 21 % primarily due to a full valuation allowance being recorded against the tax losses and other deferred tax assets generated during the period then ended. |
Segments
Segments | 9 Months Ended |
Oct. 02, 2022 | |
Segment Reporting [Abstract] | |
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 39 weeks ended October 2, 2022 and October 3, 2021 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended October 2, 2022 (in thousands) North UK Europe Reportable All Total Membership revenues $ 36,902 $ 19,469 $ 8,239 $ 64,610 $ 9,118 $ 73,728 In-House revenues 47,380 40,313 27,612 115,305 — 115,305 Other revenues 16,703 16,906 25,506 59,115 30,280 89,395 Total segment revenue 100,985 76,688 61,357 239,030 39,398 278,428 Elimination of equity accounted revenue ( 3,663 ) ( 1,833 ) ( 6,886 ) ( 12,382 ) — ( 12,382 ) Consolidated revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 For the 13 Weeks Ended October 3, 2021 (in thousands) North UK Europe & 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 10,703 17,735 40,540 24,249 64,789 Total segment revenue 64,044 57,193 36,858 158,095 30,523 188,618 Elimination of equity accounted revenue ( 2,001 ) ( 2,662 ) ( 4,396 ) ( 9,059 ) — ( 9,059 ) Consolidated revenue $ 62,043 $ 54,531 $ 32,462 $ 149,036 $ 30,523 $ 179,559 For the 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe Reportable All Total Membership revenues $ 99,960 $ 55,105 $ 22,632 $ 177,697 $ 25,991 $ 203,688 In-House revenues 138,113 120,003 64,559 322,675 — 322,675 Other revenues 52,095 43,120 36,845 132,060 77,701 209,761 Total segment revenue 290,168 218,228 124,036 632,432 103,692 736,124 Elimination of equity accounted revenue ( 10,770 ) ( 5,549 ) ( 17,981 ) ( 34,300 ) — ( 34,300 ) Consolidated revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 For the 39 Weeks Ended October 3, 2021 (in thousands) North UK Europe & 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 17,598 22,536 70,137 50,844 120,981 Total segment revenue 163,975 110,033 59,479 333,487 64,662 398,149 Elimination of equity accounted revenue ( 9,667 ) ( 4,071 ) ( 8,372 ) ( 22,110 ) — ( 22,110 ) Consolidated revenue $ 154,308 $ 105,962 $ 51,107 $ 311,377 $ 64,662 $ 376,039 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 October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 Total segment operating expenses ( 81,309 ) ( 66,320 ) ( 42,861 ) ( 190,490 ) ( 39,505 ) ( 229,995 ) Share of equity method investments adjusted EBITDA 496 187 1,295 1,978 - 1,978 Reportable segments adjusted EBITDA 16,509 8,722 12,905 38,136 ( 107 ) 38,029 Unallocated corporate overhead ( 10,358 ) Consolidated adjusted EBITDA 27,671 Depreciation and amortization ( 26,971 ) Interest expense, net ( 18,453 ) Income tax expense ( 3,013 ) Loss on sale of property and other, net ( 12 ) Share of profit of equity method investments 686 Foreign exchange ( 53,910 ) Pre-opening expenses ( 2,555 ) Non-cash rent ( 4,654 ) Deferred registration fees, net 489 Share of equity method investments adjusted EBITDA ( 1,978 ) Share-based compensation expense (1) ( 3,980 ) Other expenses, net (1) ( 4,693 ) Net loss $ ( 91,373 ) (1) Other expenses, net includes share-based compensation expense incurred related to the departure of the former Chief Operating Officer of the Company of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For 13 Weeks Ended October 3, 2021 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 62,043 $ 54,531 $ 32,462 $ 149,036 $ 30,523 $ 179,559 Total segment operating expenses ( 54,156 ) ( 47,686 ) ( 21,373 ) ( 123,215 ) ( 34,340 ) ( 157,555 ) Share of equity method investments adjusted EBITDA 390 615 843 1,848 — 1,848 Reportable segments adjusted EBITDA 8,277 7,460 11,932 27,669 ( 3,817 ) 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 profit 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 (1) ( 8,829 ) Net loss $ ( 76,221 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 Total segment operating expenses ( 229,118 ) ( 178,043 ) ( 96,715 ) ( 503,876 ) ( 109,338 ) ( 613,214 ) Share of equity method investments adjusted EBITDA 1,783 579 3,320 5,682 — 5,682 Reportable segments adjusted EBITDA 52,063 35,215 12,660 99,938 ( 5,646 ) 94,292 Unallocated corporate overhead ( 32,275 ) Consolidated adjusted EBITDA 62,017 Depreciation and amortization ( 72,490 ) Interest expense, net ( 52,948 ) Income tax expense ( 3,070 ) Gain on sale of property and other, net 1,529 Share of profit of equity method investments 2,426 Foreign exchange ( 128,160 ) Pre-opening expenses ( 10,328 ) Non-cash rent (1) ( 5,644 ) Deferred registration fees, net ( 1,393 ) Share of equity method investments adjusted EBITDA ( 5,682 ) Share-based compensation expense (2) ( 16,057 ) Other expenses, net (2) ( 5,754 ) Net loss $ ( 235,554 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Other expenses, net includes share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For 39 Weeks Ended October 3, 2021 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 154,308 $ 105,962 $ 51,107 $ 311,377 $ 64,662 $ 376,039 Total segment operating expenses ( 130,112 ) ( 99,431 ) ( 42,859 ) ( 272,402 ) ( 81,992 ) ( 354,394 ) Share of equity method investments adjusted EBITDA 1,948 599 1,628 4,175 — 4,175 Reportable segments adjusted EBITDA 26,144 7,130 9,876 43,150 ( 17,330 ) 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 profit of equity method investments 123 Foreign exchange ( 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 (1) ( 23,014 ) Net loss $ ( 226,366 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Net loss $ ( 91,373 ) $ ( 76,221 ) $ ( 235,554 ) $ ( 226,366 ) Depreciation and amortization 26,971 21,500 72,490 61,250 Interest expense, net 18,453 20,827 52,948 67,449 Income tax expense 3,013 2,868 3,070 2,048 EBITDA ( 42,936 ) ( 31,026 ) ( 107,046 ) ( 95,619 ) Loss (gain) on sale of property and other, net 12 31 ( 1,529 ) ( 6,872 ) Share of profit of equity method investments ( 686 ) ( 949 ) ( 2,426 ) ( 123 ) Foreign exchange 53,910 14,599 128,160 30,521 Pre-opening expenses (1) 2,555 4,672 10,328 15,990 Non-cash rent (2) 4,654 1,191 5,644 6,898 Deferred registration fees, net ( 489 ) 974 1,393 585 Share of equity method investments adjusted EBITDA 1,978 1,848 5,682 4,175 Share-based compensation expense (3) 3,980 15,281 16,057 19,958 Other expenses, net (3)(4) 4,693 8,829 5,754 23,014 Adjusted EBITDA $ 27,671 $ 15,450 $ 62,017 $ ( 1,473 ) (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) The non-cash rent balance for the 39 weeks ended October 2, 2022 includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (3) Other expenses, net includes non-cash share-based compensation and severance expense incurred with respect to an internal reorganization program of the Company's operations team of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. (4) 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 October 2, 2022 and October 3, 2021, respectively, and less than $ 1 million and $ 5 million for the 39 weeks ended October 2, 2022 and October 3, 2021 . 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 . 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 2, 2022 and January 2, 2022. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. As of (in thousands) October 2, 2022 January 2, 2022 Long-lived assets by geography North America $ 895,852 $ 806,617 United Kingdom 472,627 571,716 Europe 246,715 270,657 Asia 48,984 56,583 Total long-lived assets $ 1,664,178 $ 1,705,573 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 02, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions In 2017, SWL entered into a term loan facility agreement with two individuals who are related parties of the Company. For additional information, refer to Note 11, Debt. The amounts owed by (to) equity method investees due within one year are as follows: As of (in thousands) October 2, 2022 January 2, 2022 Soho House Toronto Partnership $ ( 1,082 ) $ ( 810 ) Raycliff Red LLP ( 3,545 ) ( 2,952 ) Mirador Barcel S.L. ( 96 ) 450 Little Beach House Barcelona S.L. ( 258 ) ( 203 ) Mimea XXI S.L. 381 429 $ ( 4,600 ) $ ( 3,086 ) Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the unaudited condensed consolidated balance sheets. In 2016, SWL, 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. This lease runs for a term of 19 years until July 25, 2039. The operating lease asset and liability associated with this lease are $ 79 million and $ 94 million as of October 2, 2022 , respectively, and $ 97 million and $ 117 million as of January 2, 2022, respectively. Rent expense associated with this lease totaled $ 3 million and $ 3 million during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 8 million and $ 8 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. The Company is party to a property lease arrangement with The Yucaipa Companies LLC. This lease runs for a term of 20 years until December 31, 2038 . The operating lease asset and liability associated with this lease are $ 17 million and $ 21 million as of October 2, 2022 , respectively, and $ 11 million and $ 17 million as of January 2, 2022, respectively. Rent expense associated with this lease totaled $ 1 million and $ 1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 2 million and $ 2 million during the 39 weeks ended October 2, 2022 and October 3, 2021, 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 2, 2022 and $ 9 million and $ 15 million, respectively, as of January 2, 2022. The rent expense associated with this lease was less than $ 1 million and less than $ 1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 1 million and $ 1 million during the 39 weeks ended October 2, 2022 and October 3, 2021, 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 $ 29 million and $ 33 million, respectively, as of October 2, 2022 and $ 30 million and $ 33 million, respectively, as of January 2, 2022. The rent expense associated with this lease was $ 1 million and $ 1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 3 million and $ 3 million during the 39 weeks ended October 2, 2022 and October 3, 2021, 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. This lease runs for a term of 19 years until December 15, 2039 . The operating lease right-of-use asset and liability associated with this lease were $ 21 million and $ 22 million, respectively, as of October 2, 2022 and $ 23 million and $ 22 million, respectively, as of January 2, 2022. The rent expense associated with this lease was $ 1 million and $ 2 million for the 13 weeks and 39 weeks ended October 2, 2022 , respectively. 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. The Company leases the Little House West Hollywood from GHWHI, LLC, a company controlled by an affiliate of the Company. This lease commenced on October 16, 2021. This lease runs for a term of 25 years ( 15 -year base lease term, including two 5 -year renewal options). The operating lease right-of-use asset and liability associated with this lease were $ 65 million and $ 69 million, respectively, as of October 2, 2022. The rent expense associated with this lease was $ 1 million and $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022, respectively. The Company leases a property from GHPSI, LLC in order to operate the Le Vallauris restaurant in Palm Springs, California. GHPSI’s ultimate parent entity is GHREP, LLC, an affiliate of The Yucaipa Companies LLC. This lease commenced on February 2, 2022. This lease runs for a term of 15 years until March 16, 2037 , with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $ 7 million and $ 7 million, respectively, as of October 2, 2022. The rent expense associated with this lease was less than $ 1 million and $ 1 million for the 13 weeks and 39 weeks ended October 2, 2022, respectively. The Company leases a property from GHPSI, LLC in order to operate the Willows Historic Palm Springs Inn in Palm Springs, California. GHPSI’s ultimate parent entity is GHREP, LLC, an affiliate of The Yucaipa Companies LLC. This lease commenced on September 15, 2022. This lease runs for a term of 15 years until September 14, 2037 , with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $ 15 million and $ 15 million, respectively, as of October 2, 2022. The rent expense associated with this lease was less than $ 1 million for both the 13 weeks and 39 weeks ended October 2, 2022. Ned-Soho House, LLP received management fees from The Ned totaling less than $ 1 million for the 13 weeks ended October 2, 2022 and October 3, 2021 , respectively, and $ 2 million and less than $ 1 million during the 39 weeks ended October 2, 2022 and October 3, 2021 , respectively. The Company received management fees from affiliates of the Company related to the operations of The Ned New York totaling less than $ 1 million for the 13 weeks and 39 weeks ended October 2, 2022. 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 11, Debt, and Note 14, SHHL Redeemable Preferred Shares and SHHL Redeemable C Ordinary 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. The Company received management fees under our hotel management contract for the operation of the LINE and Saguaro hotels from an affiliate of Yucaipa Companies LLC. These fees amounted to $ 3 million and $ 1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 7 million and $ 1 million for the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. Fees from the provision of Soho House Design services were received from affiliates of the Company totaled $ 3 million and less than $ 1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 8 million and $ 1 million for the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. Costs from the provision of Soho House Design services were received from affiliates of the Company totaled $ 2 million and less than $ 1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $ 4 million and $ 1 million for the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. 20. Subsequent Events Shares repurchased 1,219,799 5 million as a result of the ongoing stock repurchase program as described in Note 15, Loss Per Share and Shareholders' Equity. Restricted stock unit award issued 300,000 shares of Class A Common Stock as consideration to a former employee who entered into a Separation and Release Agreement with the Company following a reorganization of the Company's regional leadership team in North America. As the award is to a nonemployee, without substantive future service conditions, the associated expense will be recognized in full in the period it was granted. Shares issued 75,346 shares of Class A common stock as a result of RSU awards vesting. The Company issued an additional 75,346 shares of Class A common stock in November 2022 as a result of further RSU awards vesting. Shares sold Since October 2, 2022, the Comp any has automatically sold a total of 73,214 shares of Class A common stock for proceeds of less than $ 1 million on behalf of the RSU award holders. The proceeds from the sale of these shares were used to cover payroll taxes due upon the vesting of RSU awards vested in October and November 2022. Amendment Letter Agreement to the Existing Revolving Credit Facility On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into an amendment letter agreement to extend the termination date, from January 25, 2024 to July 25, 2026. Also included in the amendment was the addition of a springing leverage covenant and changes to the margin. A copy of the amendment letter agreement is filed as Exhibit to the Form 8-K which the Company filed with the SEC on November 10, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 02, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Shares repurchased 1,219,799 5 million as a result of the ongoing stock repurchase program as described in Note 15, Loss Per Share and Shareholders' Equity. Restricted stock unit award issued 300,000 shares of Class A Common Stock as consideration to a former employee who entered into a Separation and Release Agreement with the Company following a reorganization of the Company's regional leadership team in North America. As the award is to a nonemployee, without substantive future service conditions, the associated expense will be recognized in full in the period it was granted. Shares issued 75,346 shares of Class A common stock as a result of RSU awards vesting. The Company issued an additional 75,346 shares of Class A common stock in November 2022 as a result of further RSU awards vesting. Shares sold Since October 2, 2022, the Comp any has automatically sold a total of 73,214 shares of Class A common stock for proceeds of less than $ 1 million on behalf of the RSU award holders. The proceeds from the sale of these shares were used to cover payroll taxes due upon the vesting of RSU awards vested in October and November 2022. Amendment Letter Agreement to the Existing Revolving Credit Facility On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into an amendment letter agreement to extend the termination date, from January 25, 2024 to July 25, 2026. Also included in the amendment was the addition of a springing leverage covenant and changes to the margin. A copy of the amendment letter agreement is filed as Exhibit to the Form 8-K which the Company filed with the SEC on November 10, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 02, 2022 | |
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. In preparing these unaudited condensed consolidated financial statements, we consistently applied the accounting policies described in our consolidated financial statements as of and for the year ended January 2, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022, with the exception of the Revenue Recognition policy which has been updated to reflect the launch of the House Introduction Credits, as explained in further detail 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 unaudited condensed consolidated balance sheets, unaudited 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 the Company’s Annual Report on Form 10-K as of and for the fiscal year ended January 2, 2022. The results of operations for the 13- and 39-week periods ended October 2, 2022 and October 3, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The unaudited condensed consolidated statement of operations for the 39 weeks ended October 2, 2022 and the unaudited condensed consolidated balance sheet as of October 2, 2022 include the correction of an error related to the Company’s unaudited condensed consolidated financial statements as of and for the 13 weeks ended April 3, 2022 ("Q1 2022"), and the consolidated financial statements as of and for the 52 weeks ended January 2, 2022 ("Fiscal 2021"), 53 weeks ended January 3, 2021 ("Fiscal 2020"), and 52 weeks ended December 29, 2019 ("Fiscal 2019"). The error relates to the correction of the estimation of the historical operating lease liabilities which resulted in the overstatement of historical operating lease liability and assets by $ 12 million and $ 5 million, respectively, as of Q1 2022; $ 11 million and $ 5 million, respectively, as of Fiscal 2021; $ 18 million and $ 13 million, respectively, as of Fiscal 2020; and $ 17 million and $ 14 million, respectively as of Fiscal 2019. The correction of this error is presented within operating lease assets and operating lease liabilities in the unaudited condensed consolidated balance sheet as of October 2, 2022 amounting to $ 5 million and $ 12 million, respectively. The error also resulted in the overstatement of operating lease expenses, with no effect for the 13 weeks ended October 2, 2022, with a cumulative impact of $ 6 million for the 13 weeks ended April 3, 2022, $ 6 million for Fiscal 2021, $ 5 million for Fiscal 2020 and $ 3 million for Fiscal 2019. The correction of this cumulative error is presented within In-House operating expenses in the unaudited condensed consolidated statement of operations for the 39 weeks ended October 2, 2022. 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. |
Revenue Recognition | Revenue Recognition House Introduction Credits New members admitted on or after April 4, 2022 are required to purchase House Introduction Credits ("House Introduction Credits") as part of their membership, per the House rules. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable against purchases of food and beverage items and bedroom stays at the Houses. House Introduction Credits expire after three months from the date of issuance, where legally permitted in the regions we operate, if not utilized or if the Company terminates a member's House membership. House Introduction Credits are recognized upon issuance as deferred revenue on our unaudited condensed consolidated balance sheets. Revenue from House Introduction Credits are recognized as In-House revenues when redeemed by members, and as breakage revenue within Membership revenues upon expiration or in the period when we are able to reliably estimate expected breakage and further redemption is deemed remote. |
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 2, 2022, the Company incurred a consolidated net loss of $ 91 million and $ 236 million, respectively. During the 39 weeks ended October 2, 2022, the Company had positive cash flow from operations of $ 38 million. As of October 2, 2022, the Company had an accumulated deficit of $ 1,256 million, cash and cash equivalents of $ 228 million, and restricted cash of $ 7 million. In addition, we have had to temporarily close some of our Houses, hotels and public restaurants, at different times in prior periods due to continued effects of the COVID-19 pandemic, which has and may continue to have an impact on our revenues. At the date of issuance of these unaudited condensed consolidated financial statements, all of our Houses are open (with some limited seasonal closures). In assessing the going concern basis of preparation of the unaudited condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 2, 2022, 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 committed and accessible working capital to the Company. We have considered the current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, as well as any further possible impacts from the COVID-19 pandemic and the Company has factored these in when it undertook an 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, macro-economic dynamics, possible temporary closures of our properties from any further impact of the COVID-19 pandemic (which impacts the Company’s ability to keep open Houses and maintain a level of operations consistent with pre COVID-19 times), cost reductions, both limited and extensive, and a combination of these different scenarios. We believe that 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 of continued recovery from the impact of the pandemic and mitigating the impacts of inflationary pressures and consumer confidences, subject to the following key factors: the continued access to Houses in a manner that is compliant with local laws and regulations, including the relaxing of mandatory capacity constraints, as well as anticipated demand; Furthermore, available cash as a result of completed financing events, includes the exercising of an option on March 9, 2022 for issued additional notes under the existing senior secured notes for $ 100 million and available additional liquidity, and access to an undrawn revolving credit facility of £ 71 million ($ 79 million) (see Note 11, Debt, for additional information). This, together with the Company’s wider sufficient financial resources, an established business model, access to capital and the measures that have been put in place to control costs, mean that 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 12 months from the date these financial statements are issued. Based on the above, the unaudited 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 unaudited condensed consolidated financial statements for the 13 weeks and 39 weeks ended October 2, 2022 . |
Comprehensive Loss | Comprehensive Loss The entire balance of accumulated other comprehensive loss, net of income taxes, is related to the cumulative translation adjustment in each of the periods presented. |
Consolidated Variable Interes_2
Consolidated Variable Interest Entities (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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 unaudited condensed consolidated balance sheets. The obligations of the consolidated VIEs other than Soho Restaurants are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations. As of (in thousands) October 2, 2022 January 2, 2022 Cash and cash equivalents $ 7,850 $ 7,187 Accounts receivable 3,098 4,137 Inventories 99 127 Prepaid expenses and other current assets 4,420 5,705 Total current assets 15,467 17,156 Property and equipment, net 70,770 89,753 Operating lease assets 217,264 238,786 Other intangible assets, net 264 160 Other non-current assets 168 205 Total assets 303,933 346,060 Accounts payable 9,331 11,258 Accrued liabilities 12,592 12,303 Indirect and employee taxes payable 897 599 Current portion of related party loans 21,265 21,092 Current portion of operating lease liabilities - sites trading more than one year 10,318 10,565 Other current liabilities 3,214 1,972 Total current liabilities 57,617 57,789 Operating lease liabilities, net of current portion - sites trading more than one year 252,569 278,171 Other non-current liabilities 236 872 Total liabilities 310,422 336,832 Net assets $ ( 6,489 ) $ 9,228 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021⁽¹⁾ Revenues $ 12,382 $ 9,059 34,300 $ 22,110 Operating income (loss) 3,183 2,456 8,007 ( 722 ) Net income (loss) (2) 1,392 2,469 4,207 ( 709 ) (1) Includes the financial information of Soho House—Cipura (Miami), LLC (“Cipura”), in which the Company owned a 50 % interest prior to May 10, 2021. Following the Company’s acquisition of the remaining 50 % interest in Cipura, this entity became a consolidated subsidiary of the Company. (2) The net income (loss) shown above relates entirely to continuing operations. |
Summary of equity method investment summarized balance sheet | As of (in thousands) October 2, 2022 January 2, 2022 Current assets $ 25,053 $ 33,705 Non-current assets 132,841 137,753 Total assets 157,894 171,458 Current liabilities 13,092 13,976 Non-current liabilities 95,817 121,311 Total liabilities 108,909 135,287 Net assets $ 48,985 $ 36,171 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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 2, 2022 is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2022 $ 30,337 $ 1,314 2023 126,080 5,288 2024 128,838 5,289 2025 131,872 5,325 2026 132,748 5,255 Thereafter 1,645,919 200,705 Total undiscounted lease payments 2,195,794 223,176 Present value adjustment 1,021,665 152,434 Total net lease liabilities $ 1,174,129 $ 70,742 |
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: For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 83,271 ) $ ( 58,428 ) Interest payments for finance leases ( 3,656 ) ( 3,803 ) Cash flows from financing activities: Principal payments for finance leases $ ( 431 ) $ ( 214 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 101,640 $ 125,199 Acquisitions of property and equipment under finance leases 11,357 — |
Summary of the additional information related to operating and finance leases | The following summarizes additional information related to operating and finance leases: As of October 2, 2022 January 2, 2022 Weighted-average remaining lease term Finance leases 43 years 44 years Operating leases 17 years 18 years Weighted-average discount rate Finance leases 7.29 % 7.00 % Operating leases 7.95 % 8.06 % |
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 SHD team is acting as the construction manager: (in thousands) Operating Fiscal year ended Construction Estimated total undiscounted lease payments Remainder of 2022 $ 1,464 2023 13,268 2024 37,601 2025 56,352 2026 67,079 Thereafter 1,132,782 Total undiscounted lease payments expected to be capitalized $ 1,308,546 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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 ended October 2, 2022. (in thousands) Next twelve Future periods Membership, registration fees, and House Introduction Credits $ 73,765 $ 26,787 Total future revenues $ 73,765 $ 26,787 The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers: As of (in thousands) October 2, 2022 January 2, 2022 Contract receivables $ 32,285 $ 19,338 Contract assets 6,312 5,553 Contract liabilities 129,641 113,630 |
Inventories, Prepaid Expenses_2
Inventories, Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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. As of (in thousands) October 2, 2022 January 2, 2022 Amounts owed by equity method investees $ 381 $ 879 Prepayments and accrued income 21,145 26,037 Contract assets 6,312 5,553 Other receivables 53,275 24,535 Total prepaid expenses and other current assets $ 81,113 $ 57,004 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | A summary of goodwill for each of the Company’s applicable reportable segments from January 2, 2022 to October 2, 2022 is as follows: (in thousands) UK North America Europe and Total January 2, 2022 $ 100,665 $ 47,446 $ 66,146 $ 214,257 Foreign currency translation adjustment ( 17,686 ) — ( 9,154 ) ( 26,840 ) October 2, 2022 $ 82,979 $ 47,446 $ 56,992 $ 187,417 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | The table below presents the components of accrued liabilities. As of (in thousands) October 2, 2022 January 2, 2022 Accrued interest $ 634 $ 727 Hotel deposits 12,181 9,246 Trade, capital and other accruals 53,081 53,154 Total accrued liabilities $ 65,896 $ 63,127 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Property Mortgage Loans, Net of Debt Issuance Costs | Debt balances, net of debt issuance costs, are as follows: As of (in thousands) October 2, 2022 January 2, 2022 Senior Secured Notes, interest at 8.1764 % for the Initial Notes and 8.5 % for the Additional Notes, maturing March 2027 $ 550,397 $ 447,719 Other loans (see additional description below) 9,669 18,547 560,066 466,266 Less: Current portion of long-term debt ( 897 ) ( 6,923 ) Total long-term debt, net of current portion $ 559,169 $ 459,343 Property mortgage loans, net of debt issuance costs, are as follows: As of (in thousands) October 2, 2022 January 2, 2022 Term loan, interest at 5.34 %, maturing February 6 , 2024 $ 54,531 $ 54,293 Mezzanine loan, interest at 7.25 %, maturing February 6 , 2024 61,481 60,829 Total property mortgage loans $ 116,012 $ 115,122 Related party loans, net of current portion and imputed interest, are as follows: As of (in thousands) October 2, 2022 January 2, 2022 Related party loans, unsecured, 7 % interest bearing, maturing September 2023 (see additional description below) $ 21,265 $ 21,092 Related party loans, unsecured, 4 % interest bearing, maturing December 2022 398 569 21,663 21,661 Less: Current portion of related party loans ( 21,663 ) ( 21,661 ) Total related party loans, net of current portion $ — $ — |
Summary Of remaining loans consist | The remaining loans consist of the following: Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 3,327 7.5 % Compagnie de Phalsbourg credit facility € January 2025 5,061 7 % Greek government loan € July 2025 1,287 3.1 % |
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 2, 2022: (in thousands) Remainder of 2022 $ 973 2023 21,864 2024 117,655 2025 7,057 2026 734 Thereafter 558,602 $ 706,885 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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 3 fair value measurements) of the Company’s debt instruments with maturity dates in 2023 and thereafter: (in thousands) Carrying Value Fair Value October 2, 2022 Senior Secured Notes $ 550,397 $ 562,262 Property mortgage loans 116,012 114,488 Other non-current debt 9,301 9,118 $ 675,710 $ 685,868 (in thousands) Carrying Value Fair Value January 2, 2022 Senior Secured Notes $ 447,719 $ 460,182 Property mortgage loans 115,122 115,122 Other non-current debt 12,260 12,260 $ 575,101 $ 587,564 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation | Share-based compensation during the 13 weeks and 39 weeks ended October 2, 2022 and October 3, 2021 was recorded in the unaudited condensed consolidated statements of operations within a separate line item as shown in the following table: For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 SARs $ 1,665 $ 10,804 $ 5,876 $ 14,178 Restricted stock awards (Growth Shares) 550 3,252 1,853 4,555 RSUs 3,143 1,225 9,234 1,225 Type III modification 1,902 — 1,902 — Employer-related payroll expense (1) 518 — 990 — Total share-based compensation expense 7,778 15,281 19,855 19,958 Tax benefit for share-based compensation expense — — — — Share-based compensation expense, net of tax $ 7,778 $ 15,281 $ 19,855 $ 19,958 (1) Relates to national insurance tax in the UK. These amounts were settled in cash and are not included in additional paid-in capital or as an adjustment to reconcile net loss to net cash used in operating activities in the unaudited condensed consolidated statements of cash flows. |
Loss Per Share and Shareholde_2
Loss Per Share and Shareholders' Equity (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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 MCG Common Stock SHHL Redeemable Preferred Shares SHHL Redeemable C Ordinary Shares A B C C2 D Class A Common Stock Class B Common Stock 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 SHHL senior convertible preference shares (Note 14) 12,970,766 — — — — — — — — Issuance of SHHL redeemable C ordinary shares (Note 14) — 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 — — — — — 644,828 — — — SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition — — — — — 92,647 — — — Purchase of Soho Works North America noncontrolling interests — — — — — 3,984,883 — — — Purchase of Scorpios noncontrolling interests — — — — — 572,410 — — — SHHL C2 ordinary shares issued in connection with the LINE and Saguaro Acquisition — — — — — 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 MCG Common Stock Class A Class B As of January 2, 2022 61,029,730 141,500,385 Shares repurchased ( 324,972 ) — RSUs vested 506,990 — As of April 3, 2022 61,211,748 141,500,385 Shares repurchased ( 2,254,505 ) — As of July 3, 2022 58,957,243 141,500,385 Shares repurchased ( 2,362,083 ) — RSUs vested 502,305 — As of October 2, 2022 57,097,465 141,500,385 |
Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares | The table below illustrates the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share: For the 13 Weeks Ended For the 39 Weeks Ended (in thousands except share and per share amounts) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Net loss attributable to Membership Collective Group Inc. $ ( 91,668 ) $ ( 77,027 ) $ ( 234,106 ) $ ( 223,493 ) Less: Cumulative SHHL preferred shares undeclared dividends — ( 4,778 ) — ( 4,778 ) Less: Incremental accretion of SHHL preferred shares to — ( 1,085 ) — ( 1,085 ) Add: Foreign currency remeasurement of SHHL preferred shares — ( 242 ) — 666 Less: Non-cash dividends on the SHHL senior convertible 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 ( 91,668 ) ( 138,936 ) ( 234,106 ) ( 284,494 ) Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders 199,390,524 194,015,595 201,020,845 164,208,521 Basic and diluted loss per share $ ( 0.46 ) $ ( 0.72 ) $ ( 1.16 ) $ ( 1.73 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Segment Reporting [Abstract] | |
Summary of disaggregated revenue | The following tables present disaggregated revenue for the 13 weeks and 39 weeks ended October 2, 2022 and October 3, 2021 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended October 2, 2022 (in thousands) North UK Europe Reportable All Total Membership revenues $ 36,902 $ 19,469 $ 8,239 $ 64,610 $ 9,118 $ 73,728 In-House revenues 47,380 40,313 27,612 115,305 — 115,305 Other revenues 16,703 16,906 25,506 59,115 30,280 89,395 Total segment revenue 100,985 76,688 61,357 239,030 39,398 278,428 Elimination of equity accounted revenue ( 3,663 ) ( 1,833 ) ( 6,886 ) ( 12,382 ) — ( 12,382 ) Consolidated revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 For the 13 Weeks Ended October 3, 2021 (in thousands) North UK Europe & 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 10,703 17,735 40,540 24,249 64,789 Total segment revenue 64,044 57,193 36,858 158,095 30,523 188,618 Elimination of equity accounted revenue ( 2,001 ) ( 2,662 ) ( 4,396 ) ( 9,059 ) — ( 9,059 ) Consolidated revenue $ 62,043 $ 54,531 $ 32,462 $ 149,036 $ 30,523 $ 179,559 For the 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe Reportable All Total Membership revenues $ 99,960 $ 55,105 $ 22,632 $ 177,697 $ 25,991 $ 203,688 In-House revenues 138,113 120,003 64,559 322,675 — 322,675 Other revenues 52,095 43,120 36,845 132,060 77,701 209,761 Total segment revenue 290,168 218,228 124,036 632,432 103,692 736,124 Elimination of equity accounted revenue ( 10,770 ) ( 5,549 ) ( 17,981 ) ( 34,300 ) — ( 34,300 ) Consolidated revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 For the 39 Weeks Ended October 3, 2021 (in thousands) North UK Europe & 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 17,598 22,536 70,137 50,844 120,981 Total segment revenue 163,975 110,033 59,479 333,487 64,662 398,149 Elimination of equity accounted revenue ( 9,667 ) ( 4,071 ) ( 8,372 ) ( 22,110 ) — ( 22,110 ) Consolidated revenue $ 154,308 $ 105,962 $ 51,107 $ 311,377 $ 64,662 $ 376,039 |
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: For the 13 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 Total segment operating expenses ( 81,309 ) ( 66,320 ) ( 42,861 ) ( 190,490 ) ( 39,505 ) ( 229,995 ) Share of equity method investments adjusted EBITDA 496 187 1,295 1,978 - 1,978 Reportable segments adjusted EBITDA 16,509 8,722 12,905 38,136 ( 107 ) 38,029 Unallocated corporate overhead ( 10,358 ) Consolidated adjusted EBITDA 27,671 Depreciation and amortization ( 26,971 ) Interest expense, net ( 18,453 ) Income tax expense ( 3,013 ) Loss on sale of property and other, net ( 12 ) Share of profit of equity method investments 686 Foreign exchange ( 53,910 ) Pre-opening expenses ( 2,555 ) Non-cash rent ( 4,654 ) Deferred registration fees, net 489 Share of equity method investments adjusted EBITDA ( 1,978 ) Share-based compensation expense (1) ( 3,980 ) Other expenses, net (1) ( 4,693 ) Net loss $ ( 91,373 ) (1) Other expenses, net includes share-based compensation expense incurred related to the departure of the former Chief Operating Officer of the Company of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For 13 Weeks Ended October 3, 2021 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 62,043 $ 54,531 $ 32,462 $ 149,036 $ 30,523 $ 179,559 Total segment operating expenses ( 54,156 ) ( 47,686 ) ( 21,373 ) ( 123,215 ) ( 34,340 ) ( 157,555 ) Share of equity method investments adjusted EBITDA 390 615 843 1,848 — 1,848 Reportable segments adjusted EBITDA 8,277 7,460 11,932 27,669 ( 3,817 ) 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 profit 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 (1) ( 8,829 ) Net loss $ ( 76,221 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 Total segment operating expenses ( 229,118 ) ( 178,043 ) ( 96,715 ) ( 503,876 ) ( 109,338 ) ( 613,214 ) Share of equity method investments adjusted EBITDA 1,783 579 3,320 5,682 — 5,682 Reportable segments adjusted EBITDA 52,063 35,215 12,660 99,938 ( 5,646 ) 94,292 Unallocated corporate overhead ( 32,275 ) Consolidated adjusted EBITDA 62,017 Depreciation and amortization ( 72,490 ) Interest expense, net ( 52,948 ) Income tax expense ( 3,070 ) Gain on sale of property and other, net 1,529 Share of profit of equity method investments 2,426 Foreign exchange ( 128,160 ) Pre-opening expenses ( 10,328 ) Non-cash rent (1) ( 5,644 ) Deferred registration fees, net ( 1,393 ) Share of equity method investments adjusted EBITDA ( 5,682 ) Share-based compensation expense (2) ( 16,057 ) Other expenses, net (2) ( 5,754 ) Net loss $ ( 235,554 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Other expenses, net includes share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For 39 Weeks Ended October 3, 2021 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 154,308 $ 105,962 $ 51,107 $ 311,377 $ 64,662 $ 376,039 Total segment operating expenses ( 130,112 ) ( 99,431 ) ( 42,859 ) ( 272,402 ) ( 81,992 ) ( 354,394 ) Share of equity method investments adjusted EBITDA 1,948 599 1,628 4,175 — 4,175 Reportable segments adjusted EBITDA 26,144 7,130 9,876 43,150 ( 17,330 ) 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 profit of equity method investments 123 Foreign exchange ( 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 (1) ( 23,014 ) Net loss $ ( 226,366 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Net loss $ ( 91,373 ) $ ( 76,221 ) $ ( 235,554 ) $ ( 226,366 ) Depreciation and amortization 26,971 21,500 72,490 61,250 Interest expense, net 18,453 20,827 52,948 67,449 Income tax expense 3,013 2,868 3,070 2,048 EBITDA ( 42,936 ) ( 31,026 ) ( 107,046 ) ( 95,619 ) Loss (gain) on sale of property and other, net 12 31 ( 1,529 ) ( 6,872 ) Share of profit of equity method investments ( 686 ) ( 949 ) ( 2,426 ) ( 123 ) Foreign exchange 53,910 14,599 128,160 30,521 Pre-opening expenses (1) 2,555 4,672 10,328 15,990 Non-cash rent (2) 4,654 1,191 5,644 6,898 Deferred registration fees, net ( 489 ) 974 1,393 585 Share of equity method investments adjusted EBITDA 1,978 1,848 5,682 4,175 Share-based compensation expense (3) 3,980 15,281 16,057 19,958 Other expenses, net (3)(4) 4,693 8,829 5,754 23,014 Adjusted EBITDA $ 27,671 $ 15,450 $ 62,017 $ ( 1,473 ) (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) The non-cash rent balance for the 39 weeks ended October 2, 2022 includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (3) Other expenses, net includes non-cash share-based compensation and severance expense incurred with respect to an internal reorganization program of the Company's operations team of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. (4) 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 October 2, 2022 and October 3, 2021, respectively, and less than $ 1 million and $ 5 million for the 39 weeks ended October 2, 2022 and October 3, 2021 . 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 . |
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 2, 2022 and January 2, 2022. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. As of (in thousands) October 2, 2022 January 2, 2022 Long-lived assets by geography North America $ 895,852 $ 806,617 United Kingdom 472,627 571,716 Europe 246,715 270,657 Asia 48,984 56,583 Total long-lived assets $ 1,664,178 $ 1,705,573 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
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: As of (in thousands) October 2, 2022 January 2, 2022 Soho House Toronto Partnership $ ( 1,082 ) $ ( 810 ) Raycliff Red LLP ( 3,545 ) ( 2,952 ) Mirador Barcel S.L. ( 96 ) 450 Little Beach House Barcelona S.L. ( 258 ) ( 203 ) Mimea XXI S.L. 381 429 $ ( 4,600 ) $ ( 3,086 ) |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) | Jul. 19, 2021 $ / shares shares |
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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies- Additional Information (Detail) $ in Thousands, ج.م. in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 09, 2022 USD ($) | Oct. 02, 2022 USD ($) | Jul. 03, 2022 USD ($) | Apr. 03, 2022 USD ($) | Oct. 03, 2021 USD ($) | Jul. 04, 2021 USD ($) | Apr. 04, 2021 USD ($) | Oct. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | Jan. 02, 2022 USD ($) | Jan. 03, 2021 USD ($) | Dec. 29, 2019 USD ($) | Mar. 09, 2022 EGP (ج.م.) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Operating Lease, Liability | $ 1,174,129 | $ 1,174,129 | |||||||||||
Operating lease assets | 1,016,262 | 1,016,262 | $ 996,991 | ||||||||||
Net loss | (91,373) | $ (83,555) | $ (60,626) | $ (76,221) | $ (57,108) | $ (93,037) | (235,554) | $ (226,366) | |||||
Cash flow from operation | 38,106 | (114,939) | |||||||||||
Accumulated deficit | (1,255,938) | (1,255,938) | (1,021,832) | ||||||||||
Cash and cash equivalents at carrying value | 227,896 | 259,341 | 227,896 | 259,341 | 212,833 | ||||||||
Restricted cash | 7,205 | 9,481 | 7,205 | 9,481 | 7,829 | ||||||||
Proceeds from IPO | (269) | 388,078 | |||||||||||
Accrued offering costs | 0 | $ 540 | 0 | $ 540 | |||||||||
Secured Debt [Member] | Additional Notes [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Value of option exercised | $ 100,000 | ||||||||||||
Revolving Credit Facility [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 79,000 | ج.م. 71 | |||||||||||
Previously Reported [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Operating Lease, Liability | 12,000 | 11,000 | $ 18,000 | $ 17,000 | |||||||||
Operating lease assets | 5,000 | 5,000 | 13,000 | 14,000 | |||||||||
Overstatement of operating lease expenses | $ 6,000 | $ 6,000 | $ 5,000 | $ 3,000 | |||||||||
Net loss | 91,000 | 236,000 | |||||||||||
Cash flow from operation | 38,000 | ||||||||||||
Cash and cash equivalents at carrying value | 228,000 | 228,000 | |||||||||||
Restricted cash | 7,000 | 7,000 | |||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Operating Lease, Liability | 12,000 | 12,000 | |||||||||||
Operating lease assets | $ 5,000 | $ 5,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Jan. 02, 2022 | |
Business Acquisition [Line Items] | |||
Operating lease right-of-use asset and associated lease liability | $ 101,640 | $ 125,199 | |
Business combination, Recognized goodwill | $ 187,417 | $ 214,257 |
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. 02, 2022 | Jan. 02, 2022 | Oct. 03, 2021 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | $ 227,896 | $ 212,833 | $ 259,341 |
Restricted cash | 7,205 | 7,829 | $ 9,481 |
Accounts receivable | 32,285 | 19,338 | |
Inventories | 37,445 | 29,697 | |
Prepaid expenses and other current assets | 81,113 | 57,004 | |
Total current assets | 385,944 | 326,701 | |
Property and equipment, net | 627,046 | 684,961 | |
Operating lease assets | 1,016,262 | 996,991 | |
Other intangible assets, net | 121,700 | 132,158 | |
Other non-current assets | 5,392 | 2,348 | |
Total assets | 2,365,091 | 2,381,483 | |
Accounts payable | 69,893 | 71,497 | |
Accrued liabilities | 65,896 | 63,127 | |
Indirect and employee taxes payable | 33,467 | 25,289 | |
Other current liabilities | 37,286 | 29,045 | |
Total current liabilities | 355,557 | 329,763 | |
Other non-current liabilities | 236 | 975 | |
Total liabilities | 2,345,519 | 2,199,291 | |
Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | 7,850 | 7,187 | |
Accounts receivable | 3,098 | 4,137 | |
Inventories | 99 | 127 | |
Prepaid expenses and other current assets | 4,420 | 5,705 | |
Total current assets | 15,467 | 17,156 | |
Property and equipment, net | 70,770 | 89,753 | |
Operating lease assets | 217,264 | 238,786 | |
Other intangible assets, net | 264 | 160 | |
Other non-current assets | 168 | 205 | |
Total assets | 303,933 | 346,060 | |
Accounts payable | 9,331 | 11,258 | |
Accrued liabilities | 12,592 | 12,303 | |
Indirect and employee taxes payable | 897 | 599 | |
Current portion of debt | 21,265 | 21,092 | |
Current portion of operating lease liabilities | 10,318 | 10,565 | |
Other current liabilities | 3,214 | 1,972 | |
Total current liabilities | 57,617 | 57,789 | |
Operating lease liabilities, net of current portion | 252,569 | 278,171 | |
Other non-current liabilities | 236 | 872 | |
Total liabilities | 310,422 | 336,832 | |
Net (liabilities) assets | (6,489) | 9,228 | |
Sites Trading Less Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 3,057 | 842 | |
Operating lease liabilities, net of current portion | 197,983 | 174,469 | |
Sites Trading More Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 32,725 | 34,513 | |
Operating lease liabilities, net of current portion | $ 940,364 | $ 941,861 |
Consolidated Variable Interes_4
Consolidated Variable Interest Entities - Additional Information (Detail) $ in Thousands, £ in Millions | 9 Months Ended | ||||
Oct. 02, 2022 USD ($) | Mar. 29, 2022 USD ($) | Mar. 29, 2022 GBP (£) | Jan. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | |
Consolidated Variable Interest Entities [Line Items] | |||||
Cash and cash equivalents | $ 227,896 | $ 212,833 | $ 259,341 | ||
Operating Lease, Right-of-Use Asset | $ 1,016,262 | $ 996,991 | |||
Soho Restaurants Limited [Member] | |||||
Consolidated Variable Interest Entities [Line Items] | |||||
Cash and cash equivalents | $ 2,000 | £ 1 | |||
Noncontrolling Deficit | $ 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 five sites currently in operation in the UK. |
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. 02, 2022 | Jul. 03, 2022 | Apr. 03, 2022 | Oct. 03, 2021 | Jul. 04, 2021 | Apr. 04, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | ||||||||
Revenues | $ 266,046 | $ 179,559 | $ 701,824 | $ 376,039 | ||||
Operating income (loss) | (70,581) | (53,444) | (183,491) | (163,864) | ||||
Net loss | (91,373) | $ (83,555) | $ (60,626) | (76,221) | $ (57,108) | $ (93,037) | (235,554) | (226,366) |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||||||||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | ||||||||
Revenues | 12,382 | 9,059 | 34,300 | 22,110 | ||||
Operating income (loss) | 3,183 | 2,456 | 8,007 | (722) | ||||
Net loss | $ 1,392 | $ 2,469 | $ 4,207 | $ (709) |
Equity Method Investments - S_2
Equity Method Investments - Summary of Equity Method Investment Summarized Balance Sheet (Detail) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Current assets | $ 385,944 | $ 326,701 |
Non-current assets | 1,979,147 | 2,054,782 |
Total assets | 2,365,091 | 2,381,483 |
Current liabilities | 355,557 | 329,763 |
Non-current liabilities | 1,989,962 | 1,869,528 |
Total liabilities | 2,345,519 | 2,199,291 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Current assets | 25,053 | 33,705 |
Non-current assets | 132,841 | 137,753 |
Total assets | 157,894 | 171,458 |
Current liabilities | 13,092 | 13,976 |
Non-current liabilities | 95,817 | 121,311 |
Total liabilities | 108,909 | 135,287 |
Net assets | $ 48,985 | $ 36,171 |
Equity Method Investments Sched
Equity Method Investments Schedule Of Equity Method Investment Summarized Ownership Interests (Details) (Parenthetical) | Oct. 02, 2022 | May 10, 2021 |
Soho House Cipura Miami | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of equity interest acquired | 50% | 50% |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Oct. 02, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Equity method investment | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 02, 2022 USD ($) Number | Oct. 03, 2021 USD ($) | Oct. 02, 2022 USD ($) Number | Oct. 03, 2021 USD ($) | Jan. 02, 2022 USD ($) Number | Oct. 02, 2021 USD ($) | |
Finance leases, Term of contract | 50 years | 50 years | ||||
Operating leases, Option to extend | multiple | |||||
Number of units under Finance lease | Number | 3 | 3 | 2 | |||
Finance leases, Renewal term | 25 years | 25 years | ||||
Number of units subject to operating lease | Number | 108 | 108 | 101 | |||
Accrued rent | $ 1,000 | $ 1,000 | $ 12,000 | |||
Finance lease liabilities | 70,742 | 70,742 | 72,582 | $ 70 | ||
Finance lease assets, net of accumulated depreciation | 58,000 | $ 58,000 | $ 64,000 | |||
Lease reset period | 5 years | |||||
Operating leases, Rental expenses | 34,000 | $ 30,000 | $ 99,000 | $ 84,000 | ||
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 | $ 2,195,794 | $ 2,195,794 | ||||
Operating lease, Weighted average remaining lease term | 17 years | 17 years | 18 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 | ||||
2022 [Member] | ||||||
Operating lease liability, Payments due | $ 239,000 | $ 239,000 | ||||
Operating lease, Weighted average remaining lease term | 23 years | 23 years | ||||
2023 [Member] | ||||||
Operating lease liability, Payments due | $ 378,000 | $ 378,000 | ||||
Operating lease, Weighted average remaining lease term | 21 years | 21 years | ||||
2024 [Member] | ||||||
Operating lease liability, Payments due | $ 372,000 | $ 372,000 | ||||
Operating lease, Weighted average remaining lease term | 17 years | 17 years | ||||
2026 [Member] | ||||||
Operating lease liability, Payments due | $ 320,000 | $ 320,000 | ||||
Operating lease, Weighted average remaining lease term | 15 years | 15 years |
Leases - Summary of The Maturit
Leases - Summary of The Maturity of The Company's Operating and Finance Lease Liabilities (Detail) $ in Thousands | Oct. 02, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Remainder of 2022 | $ 30,337 |
2023 | 126,080 |
2024 | 128,838 |
2025 | 131,872 |
2026 | 132,748 |
Thereafter | 1,645,919 |
Total undiscounted lease payments | 2,195,794 |
Present value adjustment | 1,021,665 |
Total net lease liabilities | 1,174,129 |
Remainder of 2022 | 1,314 |
2023 | 5,288 |
2024 | 5,289 |
2025 | 5,325 |
2026 | 5,255 |
Thereafter | 200,705 |
Total undiscounted lease payments | 223,176 |
Present value adjustment | 152,434 |
Total net lease liabilities | $ 70,742 |
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. 02, 2022 | Oct. 03, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ (83,271) | $ (58,428) |
Interest payments for finance leases | (3,656) | (3,803) |
Cash flows from financing activities related to leases | ||
Principal payments for finance leases | (431) | (214) |
Supplemental disclosures of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | 101,640 | 125,199 |
Acquisitions of property and equipment under finance leases | $ 11,357 | $ 0 |
Leases - Summary of The Additio
Leases - Summary of The Additional Information Related to Operating and Finance Leases (Detail) | Oct. 02, 2022 | Jan. 02, 2022 |
Weighted-average remaining lease term | ||
Finance leases | 43 years | 44 years |
Operating leases | 17 years | 18 years |
Weighted-average discount rate | ||
Finance leases | 7.29% | 7% |
Operating leases | 7.95% | 8.06% |
Leases - Summary of The Company
Leases - Summary of The Company's Estimated Future Undiscounted Lease Payments For Current Leases (Detail) $ in Thousands | Oct. 02, 2022 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2022 | $ 1,464 |
2023 | 13,268 |
2024 | 37,601 |
2025 | 56,352 |
2026 | 67,079 |
Thereafter | 1,132,782 |
Total undiscounted lease payments expected to be capitalized | $ 1,308,546 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) $ in Thousands | 9 Months Ended |
Oct. 02, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | $ 73,765 |
Future periods [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | 26,787 |
Membership And Registration Fees [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | 73,765 |
Membership And Registration Fees [Member] | Future periods [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | $ 26,787 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract Receivables, Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Revenue Recognition [Abstract] | ||
Contract receivables | $ 32,285 | $ 19,338 |
Contract assets | 6,312 | 5,553 |
Contract liabilities | $ 129,641 | $ 113,630 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Revenue Recognition [Abstract] | ||||
Revenue recognized, contract liability | $ 27 | $ 19 | $ 65 | $ 55 |
Inventories, Prepaid Expenses_3
Inventories, Prepaid Expenses and Other Current Assets - Prepaid Expenses And Other Current Assets (Detail) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Amounts owed by equity method investees | $ 381 | $ 879 |
Prepayments and accrued income | 21,145 | 26,037 |
Contract assets | 6,312 | 5,553 |
Other receivables | 53,275 | 24,535 |
Total prepaid expenses and other current assets | $ 81,113 | $ 57,004 |
Inventories, Prepaid Expenses_4
Inventories, Prepaid Expenses and Other Current Assets - Additional Information (Detail) - USD ($) $ in Millions | Oct. 02, 2022 | Jan. 02, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Raw materials and service stock and supplies | $ 9 | $ 8 |
Finished goods | $ 28 | $ 22 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Property, Plant and Equipment, Additions | $ 26 | $ 27 | $ 64 | $ 64 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Oct. 02, 2022 USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 214,257 |
Foreign currency translation adjustment | (26,840) |
Ending balance | 187,417 |
UK [Member] | |
Goodwill [Line Items] | |
Beginning balance | 100,665 |
Foreign currency translation adjustment | (17,686) |
Ending balance | 82,979 |
North America [Member] | |
Goodwill [Line Items] | |
Beginning balance | 47,446 |
Foreign currency translation adjustment | 0 |
Ending balance | 47,446 |
Europe and ROW [Member] | |
Goodwill [Line Items] | |
Beginning balance | 66,146 |
Foreign currency translation adjustment | (9,154) |
Ending balance | $ 56,992 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Accrued Liabilities [Abstract] | ||
Accrued interest | $ 634 | $ 727 |
Hotel deposits | 12,181 | 9,246 |
Trade, capital and other accruals | 53,081 | 53,154 |
Total accrued liabilities | $ 65,896 | $ 63,127 |
Debt - Summary of Property Mort
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Detail) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 | Feb. 28, 2019 |
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | $ 560,066 | $ 466,266 | |
Less: Current portion of long-term debt | (897) | (6,923) | |
Total long-term debt, net of current portion | 559,169 | 459,343 | |
Related party loans, net | 21,663 | 21,661 | |
Less: Current portion of related party loans | (21,663) | (21,661) | |
Total related party loans, net of current portion | 0 | 0 | |
Related Party Loan Maturing September 2023 [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Related party loans, net | 21,265 | 21,092 | |
Related Party Loan Maturing December 2022 [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Related party loans, net | 398 | 569 | |
Senior Notes [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 550,397 | 447,719 | |
Other Loans [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 9,669 | 18,547 | |
Mortgages [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | 116,012 | 115,122 | |
Mortgages [Member] | Term Loam [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | 54,531 | 54,293 | |
Mortgages [Member] | Subordinated Debt [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | $ 61,481 | $ 60,829 | $ 62,000 |
Debt - Summary of Property Mo_2
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended | |||
Apr. 01, 2020 | Dec. 31, 2017 | Oct. 02, 2022 | Jan. 02, 2022 | Feb. 28, 2019 | |
Revolving Credit Facility [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jan. 31, 2023 | ||||
Senior Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 8.1764% | 8.1764% | |||
Debt Instrument, Maturity Date | Mar. 31, 2027 | Mar. 31, 2027 | |||
Mortgages [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Sep. 29, 2022 | ||||
Mortgages [Member] | Term Loam [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 5.34% | 5.34% | |||
Debt Instrument, Maturity Date | Feb. 29, 2024 | Feb. 29, 2024 | |||
Mortgages [Member] | Subordinated Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 7% | 7.25% | 7.25% | 7.25% | |
Debt Instrument, Maturity Date | Feb. 29, 2024 | Feb. 29, 2024 | |||
Unsecured Debt [Member] | Debt Instrument, Redemption, Period One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 7% | 7% | |||
Debt Instrument, Maturity Date | Sep. 30, 2023 | Sep. 30, 2023 | |||
Unsecured Debt [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 4% | 4% | |||
Debt Instrument, Maturity Date | Dec. 31, 2022 | Dec. 31, 2022 | |||
Additional Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 8.50% | 8.50% |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands, € in Millions, £ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Mar. 31, 2022 USD ($) | Mar. 09, 2022 USD ($) | Jan. 02, 2022 USD ($) | Jun. 01, 2021 USD ($) | Aug. 31, 2020 USD ($) | Apr. 01, 2020 USD ($) | Feb. 28, 2019 USD ($) | Dec. 31, 2017 GBP (£) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 GBP (£) | Mar. 31, 2021 EUR (€) | Oct. 02, 2022 USD ($) | Jul. 03, 2022 USD ($) | Oct. 03, 2021 USD ($) | Jul. 04, 2021 USD ($) | Apr. 04, 2021 USD ($) | Jul. 03, 2022 USD ($) | Jul. 04, 2021 USD ($) | Oct. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | Jan. 02, 2022 USD ($) | Oct. 02, 2022 GBP (£) | Jul. 03, 2022 GBP (£) | Jan. 02, 2022 GBP (£) | Jul. 19, 2021 GBP (£) | Mar. 31, 2021 GBP (£) | Mar. 31, 2021 EUR (€) | Jan. 02, 2021 USD ($) | Aug. 31, 2020 EUR (€) | Apr. 24, 2020 USD ($) | Dec. 05, 2019 USD ($) | Dec. 05, 2019 GBP (£) | Apr. 01, 2017 USD ($) | Apr. 01, 2017 GBP (£) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Letter of guarantee | $ 6,000 | $ 5,000 | $ 5,000 | $ 6,000 | £ 4 | £ 4 | ||||||||||||||||||||||||||||
Interest Expense | 18,453 | $ 20,827 | 52,948 | $ 67,449 | ||||||||||||||||||||||||||||||
Long-term Debt | 466,266 | $ 560,066 | $ 560,066 | 466,266 | ||||||||||||||||||||||||||||||
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% | 4% | ||||||||||||||||||||||||||||||||
Carrying amount of the term loan | £ | £ 40 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000 | € 1 | ||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | December 2022 | |||||||||||||||||||||||||||||||||
Soho Works Limited [Member] | Related Party Loans [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Interest Expense | $ 1,000 | $ 2,000 | $ 1,000 | |||||||||||||||||||||||||||||||
Carrying amount of the term loan | $ 21,000 | 21,000 | 21,000 | $ 21,000 | £ 19 | £ 16 | ||||||||||||||||||||||||||||
Fixed rate borrowings [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Weighted-average interest rate | 8% | 8% | 8% | 8% | 8% | 8% | ||||||||||||||||||||||||||||
Floating Rate borrowings [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Weighted-average interest rate | 0% | 0% | 0% | |||||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Line of credit facility | $ 22,000 | |||||||||||||||||||||||||||||||||
Interest rate | 1% | |||||||||||||||||||||||||||||||||
Permira Senior Facility [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Line of credit facility | $ 345,000 | £ 275 | ||||||||||||||||||||||||||||||||
Interest Expense | $ 13,000 | |||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||
Accrued payment-in-kind interest | $ 79,000 | |||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||
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 | $ 115,122 | $ 116,012 | $ 116,012 | $ 115,122 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | February 2024 | |||||||||||||||||||||||||||||||||
Mortgages [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Interest rate | 5.34% | |||||||||||||||||||||||||||||||||
Property Mortgage Loans | $ 55,000 | |||||||||||||||||||||||||||||||||
Mortgages [Member] | Subordinated Debt [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 29, 2024 | Feb. 29, 2024 | ||||||||||||||||||||||||||||||||
Interest rate | 7.25% | 7.25% | 7% | 7.25% | 7.25% | 7.25% | 7.25% | 7.25% | ||||||||||||||||||||||||||
Property Mortgage Loans | $ 60,829 | $ 62,000 | $ 61,481 | $ 61,481 | $ 60,829 | |||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Line of credit facility | $ 72,000 | £ 55 | ||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2023 | |||||||||||||||||||||||||||||||||
Line of credit additional borrowing capacity | $ 25,000 | £ 20 | ||||||||||||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 96,000 | 79,000 | 79,000 | $ 96,000 | £ 71 | £ 71 | ||||||||||||||||||||||||||||
Interest Expense | 1,000 | 1,000 | $ 2,000 | 3 | ||||||||||||||||||||||||||||||
Description Of Third Amendment | The Third Amendment amends the Revolving Credit Facility to extend the maturity date from January 25, 2024 to July 25, 2026 and includes a Leverage Covenant, effective from March 2023 and only applicable when 40% or more of the facility is drawn. Refer to Note 20 - Subsequent events. | |||||||||||||||||||||||||||||||||
Dorncroft Limited [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Interest Expense | 1,000 | 1,000 | $ 1,000 | 1,000 | ||||||||||||||||||||||||||||||
Interest rate | 7.90% | |||||||||||||||||||||||||||||||||
Development funding for improvements the farmhouse property | $ 12 | |||||||||||||||||||||||||||||||||
Maximum [Member] | Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Interest Expense | 1,000 | |||||||||||||||||||||||||||||||||
Secured Debt [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Transaction costs | 1,000 | 1,000 | $ 12,000 | |||||||||||||||||||||||||||||||
Secured Debt [Member] | Additional Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from options exercised | $ 99,000 | |||||||||||||||||||||||||||||||||
Value of option exercised | $ 100,000 | |||||||||||||||||||||||||||||||||
Secured Debt [Member] | Permira Senior Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Interest rate | 1% | 1% | ||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||
Interest Expense | $ 12 | $ 10,000 | $ 34,000 | $ 20,000 | ||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||||||
Secured Debt [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||
Transaction costs | $ 13,000 | $ 13,000 |
Debt - Summary Of Remaining Loa
Debt - Summary Of Remaining Loans Consist (Detail) $ in Thousands | 9 Months Ended |
Oct. 02, 2022 USD ($) | |
Greek Street Loan [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Jan. 31, 2028 |
Principal balance as of October 2, 2022 | $ 3,327 |
Applicable interest rate as of October 2, 2022 | 7.50% |
Compagnie De Phalsbourg Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Jan. 31, 2025 |
Principal balance as of October 2, 2022 | $ 5,061 |
Applicable interest rate as of October 2, 2022 | 7% |
Greek Government Loan [Member] | |
Debt Instrument [Line Items] | |
Maturity date | Jul. 31, 2025 |
Principal balance as of October 2, 2022 | $ 1,287 |
Applicable interest rate as of October 2, 2022 | 3.10% |
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. 02, 2022 USD ($) |
Debt Instruments [Abstract] | |
Remainder of 2022 | $ 973 |
2023 | 21,864 |
2024 | 117,655 |
2025 | 7,057 |
2026 | 734 |
Thereafter | 558,602 |
Total | $ 706,885 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Estimated Fair Values of the Company's Debt Instruments (Detail) - Level 3 [Member] - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 675,710 | $ 575,101 |
Fair Value | 685,868 | 587,564 |
Senior Secured Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 550,397 | 447,719 |
Fair Value | 562,262 | 460,182 |
Property mortgage loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 116,012 | 115,122 |
Fair Value | 114,488 | 115,122 |
Other non-current debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 9,301 | 12,260 |
Fair Value | $ 9,118 | $ 12,260 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Fair Value Disclosures [Abstract] | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis | $ 0 | $ 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation expense | $ 7,778 | $ 15,281 | $ 19,855 | $ 19,958 | |
Tax benefit for share-based compensation expense | 0 | 0 | 0 | ||
Share-based compensation expense, net of tax | 7,778 | 15,281 | 19,855 | 19,958 | |
Stock Appreciation Rights (SARs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation expense | 1,665 | 10,804 | 5,876 | 14,178 | |
Growth Shares [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation expense | 550 | 3,252 | 1,853 | 4,555 | |
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation expense | 3,143 | 1,225 | 9,234 | $ 1,225 | |
Type III modification | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation expense | 1,902 | 0 | 1,902 | ||
Employer-related payroll expense [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation expense | [1] | $ 518 | $ 0 | $ 990 | |
[1] Relates to national insurance tax in the UK. These amounts were settled in cash and are not included in additional paid-in capital or as an adjustment to reconcile net loss to net cash used in operating activities in the unaudited condensed consolidated statements of cash flows. |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2021 | Jul. 31, 2021 | Aug. 31, 2020 | Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Sep. 30, 2022 | Jan. 02, 2022 | |
Share Based Compensation [Line Items] | |||||||||
Share-based compensation expense | $ 7,778 | $ 15,281 | $ 19,855 | $ 19,958 | |||||
2020 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Number of Restricted stock unit award, Grants | 9,978,143 | ||||||||
Award grants | 9,978,143 | ||||||||
2021 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Number of Restricted stock unit award, Grants | 12,107,333 | ||||||||
Award grants | 12,107,333 | ||||||||
Common stock reserved for future issuance | 7,957,901 | 7,957,901 | |||||||
Stock Appreciation Rights (SARs) [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation expense | $ 1,665 | 10,804 | $ 5,876 | 14,178 | |||||
Share-based payment nonvested award, cost not yet recognized | $ 6,000 | $ 6,000 | |||||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 1 year 3 days | ||||||||
Stock Appreciation Rights (SARs) [Member] | 2020 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation options outstanding number | 5,433,580 | 5,433,580 | 5,840,483 | ||||||
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 compensation expense | $ 550 | 3,252 | $ 1,853 | 4,555 | |||||
Share-based payment nonvested award, cost not yet recognized | 2,000 | $ 2,000 | |||||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 10 months 24 days | ||||||||
Growth Shares [Member] | 2020 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
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] | |||||||||
Number of Restricted stock unit award, Grants | 506,990 | ||||||||
Share-based compensation expense | 3,143 | 1,225 | $ 9,234 | $ 1,225 | |||||
Share-based payment nonvested award, cost not yet recognized | $ 19,000 | $ 19,000 | |||||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 2 years 7 months 13 days | ||||||||
Award grants | 506,990 | ||||||||
New issue to Ex employee | 365,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | 2021 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Number of Restricted stock unit award, Grants | 1,526,552 | ||||||||
Share-based compensation options outstanding number | 3,064,788 | 3,064,788 | 2,622,877 | ||||||
Award grants | 1,526,552 | ||||||||
MCG Restricted Stock | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation options outstanding number | 179,147 | 179,147 | 781,731 | ||||||
Type III modification | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation expense | $ 1,902 | $ 0 | $ 1,902 |
SHHL Redeemable Preferred Share
SHHL Redeemable Preferred Shares and SHHL Redeemable C Ordinary Shares - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 19, 2021 | Mar. 31, 2021 | Oct. 02, 2022 | Oct. 03, 2021 |
Redeemable Preferred Shares [Line Items] | ||||
Conversion of senior convertible preference shares to Class A common stock (Note 15) | 0 | 165,907 | ||
Redeemable Class C Common Stock [Member] | ||||
Redeemable Preferred Shares [Line Items] | ||||
Temporary equity shares issued | 21,187,494 | |||
Temporary equity stock issued during the period shares | 4,751,497 | |||
Gross proceeds from redeemable common stock | $ 47 | |||
Senior Convertible Preference Shares [Member] | ||||
Redeemable Preferred Shares [Line Items] | ||||
Temporary equity shares issued | 12,970,766 | |||
Temporary equity liquidation preference | $ 175 | |||
Temporary equity liquidation preference per share | $ 13.49 | |||
Proceeds from issuance of redeemable preferred stock | $ 162 | |||
Payments of stock issuance costs | $ 13 | |||
Conversion of senior convertible preference shares to Class A common stock (Note 15) | 15,526,619 | |||
Non cash preferred stock dividend rate | 8% | |||
Common Class B [Member] | ||||
Redeemable Preferred Shares [Line Items] | ||||
Temporary equity shares converted into permanent equity | 10,871,215 | |||
Class A Common Stock [Member] | ||||
Redeemable Preferred Shares [Line Items] | ||||
Temporary equity shares converted into permanent equity | 6,592,023 |
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 | 9 Months Ended | |||||||||
Oct. 02, 2022 | Oct. 02, 2022 | Jul. 03, 2022 | Apr. 03, 2022 | Oct. 03, 2021 | Jul. 04, 2021 | Apr. 04, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | |
Proceeds from initial public offering, net of offering costs | $ (269) | $ 388,078 | |||||||||
Common Class A [Member] | |||||||||||
Stock Repurchased During Period, Shares | 1,219,799 | ||||||||||
Soho House Holdings Limited SHHL [Member] | Redeemable Preferred Share [Member] | |||||||||||
Shares, Outstanding | 22,970,766 | 22,970,766 | 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 | 22,970,766 | 22,970,766 | |||||||||
Soho House Holdings Limited SHHL [Member] | Redeemable Class C Common Stock [Member] | |||||||||||
Shares, Outstanding | 21,187,494 | 21,187,494 | 16,435,997 | ||||||||
Issuance of SHHL redeemable C ordinary shares, Shares | 4,751,497 | ||||||||||
Effect of the Reorganization Transactions, Shares | (21,187,494) | ||||||||||
Ending Balance, Shares | 21,187,494 | 21,187,494 | |||||||||
Soho House Holdings Limited SHHL [Member] | Common Class A [Member] | |||||||||||
Shares, Outstanding | 166,575,991 | 166,575,991 | 166,575,991 | ||||||||
Effect of the Reorganization Transactions, Shares | (166,575,991) | ||||||||||
Ending Balance, Shares | 166,575,991 | 166,575,991 | |||||||||
Soho House Holdings Limited SHHL [Member] | Common Class B [Member] | |||||||||||
Shares, Outstanding | 4,469,417 | 4,469,417 | 4,469,417 | ||||||||
Effect of the Reorganization Transactions, Shares | (4,469,417) | ||||||||||
Ending Balance, Shares | 4,469,417 | 4,469,417 | |||||||||
Soho House Holdings Limited SHHL [Member] | Common Class C [Member] | |||||||||||
Shares, Outstanding | 1,710,546 | 1,710,546 | 1,710,546 | ||||||||
Effect of the Reorganization Transactions, Shares | (1,710,546) | ||||||||||
Ending Balance, Shares | 1,710,546 | 1,710,546 | |||||||||
Soho House Holdings Limited SHHL [Member] | Common Class C Two [Member] | |||||||||||
Shares, Outstanding | 10,521,415 | 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 | 10,521,415 | 3,326,048 | |||||||||
Soho House Holdings Limited SHHL [Member] | Common Class D [Member] | |||||||||||
Shares, Outstanding | 2,850,897 | 2,850,897 | 2,850,897 | ||||||||
Effect of the Reorganization Transactions, Shares | (2,850,897) | ||||||||||
Ending Balance, Shares | 2,850,897 | 2,850,897 | |||||||||
MCG Common Stock [Member] | Common Class A [Member] | |||||||||||
Shares, Outstanding | 57,097,465 | 57,097,465 | 58,957,243 | 61,211,748 | 61,029,730 | 57,097,465 | 61,029,730 | 61,029,730 | |||
Stock Repurchased During Period, Shares | (2,362,083) | (2,254,505) | (324,972) | ||||||||
Effect of the Reorganization Transactions, Shares | 14,935,193 | ||||||||||
Proceeds from initial public offering, net of offering costs | $ 30,567,918 | ||||||||||
Conversion of senior convertible preference shares into Class A common stock, Shares | 15,526,619 | ||||||||||
RSUs vested | 502,305 | 506,990 | |||||||||
Ending Balance, Shares | 57,097,465 | 57,097,465 | 58,957,243 | 61,211,748 | 61,029,730 | 57,097,465 | 61,029,730 | ||||
MCG Common Stock [Member] | Common Class B [Member] | |||||||||||
Shares, Outstanding | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | |||
Stock Repurchased During Period, Shares | 0 | 0 | 0 | ||||||||
Effect of the Reorganization Transactions, Shares | 141,500,385 | ||||||||||
RSUs vested | 0 | 0 | |||||||||
Ending Balance, Shares | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 |
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. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to Membership Collective Group Inc. | $ (91,668) | $ (77,027) | $ (234,106) | $ (223,493) |
Less: Cumulative SHHL preferred shares undeclared dividends | (4,778) | 4,778 | ||
Incremental accretion of May 2016 preferred shares to redemption value | (1,085) | (1,085) | ||
Foreign currency remeasurement of redeemable preferred shares | (242) | 666 | ||
Non-cash dividends on the Senior Preference Shares | (4,335) | (4,335) | ||
Less: Preferred Shares deemed dividend upon conversion | $ (51,469) | $ (51,469) | ||
Weighted Average Number of Shares Outstanding, Basic | 199,391 | 194,016 | 201,021 | 164,209 |
Weighted Average Number of Shares Outstanding, Diluted | 199,391 | 194,016 | 201,021 | 164,209 |
Earnings Per Share, basic | $ (0.46) | $ (0.72) | $ (1.16) | $ (1.73) |
Earnings Per Share, diluted | $ (0.46) | $ (0.72) | $ (1.16) | $ (1.73) |
Common Class A [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Adjusted net loss attributable to Class A and Class B common stockholders | $ (91,668) | $ (138,936) | $ (234,106) | $ (284,494) |
Weighted Average Number of Shares Outstanding, Basic | 199,390,524 | 194,015,595 | 201,020,845 | 164,208,521 |
Weighted Average Number of Shares Outstanding, Diluted | 199,390,524 | 194,015,595 | 201,020,845 | 164,208,521 |
Common Class B [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Adjusted net loss attributable to Class A and Class B common stockholders | $ (91,668) | $ (138,936) | $ (234,106) | $ (284,494) |
Weighted Average Number of Shares Outstanding, Basic | 199,390,524 | 194,015,595 | 201,020,845 | 164,208,521 |
Weighted Average Number of Shares Outstanding, Diluted | 199,390,524 | 194,015,595 | 201,020,845 | 164,208,521 |
Loss Per Share and Shareholde_5
Loss Per Share and Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 02, 2022 | Oct. 02, 2022 | Jan. 02, 2022 | |
Class of Stock [Line Items] | ||||
Common Stock, Value, Issued | $ 2,025 | $ 2,025 | $ 2,025 | $ 2,025 |
Value of treasure stock | $ 34,802 | $ 34,802 | $ 34,802 | |
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock shares voting rights | one vote | |||
Stock repurchase program | $ 5,000 | $ 50,000 | ||
Common stock shares outstanding | 57,097,465 | 57,097,465 | 57,097,465 | 61,029,730 |
Common stock shares issued | 62,039,025 | 62,039,025 | 62,039,025 | 61,029,730 |
Conversion of non redeemable common stock shares from one class into another | 14,935,193 | |||
Share repurchase | 2,362,083 | 4,941,560 | ||
Share repurchase value | $ 15,000 | $ 35,000 | ||
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 | $ 0.01 |
Common stock shares voting rights | 10 votes | |||
Common stock shares outstanding | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 |
Common stock shares issued | 141,500,385 | 141,500,385 | 141,500,385 | 141,500,385 |
Conversion of non redeemable common stock shares from one class into another | 141,500,385 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jan. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Other Commitments [Line Items] | ||||
Proceeds from business interruption insurance | $ 1 | |||
Recoveries in connection with property damage insurance | $ 1 | |||
Soho House [Member] | Other Expense [Member] | Membership Credit To Be Given To Members [Member] | ||||
Other Commitments [Line Items] | ||||
Marketing expenses | $ 1 | $ 0 | $ 5 | |
Soho House [Member] | 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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | (3.41%) | (3.91%) | (1.32%) | 0.91% |
Effective Income tax rate reconciliation, foreign income tax rate differential, percent | 21% | 21% | ||
Increase decrease in unrecognized tax benefits | $ 4 | $ 15 | ||
Increase decrease in net deferred tax assets, before valuation allowance | $ 20 | $ 45 |
Segments - Additional Informati
Segments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Segment Reporting Information [Line Items] | ||||
Operating Expenses | $ (229,995) | $ (157,555) | $ (613,214) | $ (354,394) |
Consolidated Segment Revenue | 266,046 | 179,559 | 701,824 | 376,039 |
Other expense include ipo related cost | 15,000 | |||
Other Expense [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring costs | 2,000 | |||
Other expenses | 4,000 | 4,000 | ||
Chief Operating Officer [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Other expenses | 4,000 | 4,000 | ||
Membership Credit [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Expenses | $ 1,000 | $ 1,000 | ||
Membership Credit [Member] | Maximum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Expenses | $ 5,000 | |||
Membership Credit [Member] | Minimum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Expenses | $ 1 |
Segments - Summary of Disaggreg
Segments - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | $ 266,046 | $ 179,559 | $ 701,824 | $ 376,039 |
Total segment revenue | 278,428 | 188,618 | 736,124 | 398,149 |
North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 97,322 | 62,043 | 279,398 | 154,308 |
Total segment revenue | 100,985 | 64,044 | 290,168 | 163,975 |
UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 74,855 | 54,531 | 212,679 | 105,962 |
Total segment revenue | 76,688 | 57,193 | 218,228 | 110,033 |
Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 54,471 | 32,462 | 106,055 | 51,107 |
Total segment revenue | 61,357 | 36,858 | 124,036 | 59,479 |
Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 226,648 | 149,036 | 598,132 | 311,377 |
Total segment revenue | 239,030 | 158,095 | 632,432 | 333,487 |
All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 39,398 | 30,523 | 103,692 | 64,662 |
Total segment revenue | 39,398 | 30,523 | 103,692 | 64,662 |
Membership Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 73,728 | 53,455 | 203,688 | 142,802 |
Membership Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 36,902 | 25,239 | 99,960 | 68,841 |
Membership Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 19,469 | 16,101 | 55,105 | 44,155 |
Membership Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 8,239 | 5,841 | 22,632 | 15,988 |
Membership Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 64,610 | 47,181 | 177,697 | 128,984 |
Membership Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 9,118 | 6,274 | 25,991 | 13,818 |
In House Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 115,305 | 70,374 | 322,675 | 134,366 |
In House Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 47,380 | 26,703 | 138,113 | 65,131 |
In House Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 40,313 | 30,389 | 120,003 | 48,280 |
In House Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 27,612 | 13,282 | 64,559 | 20,955 |
In House Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 115,305 | 70,374 | 322,675 | 134,366 |
Other Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 89,395 | 64,789 | 209,761 | 120,981 |
Other Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 16,703 | 12,102 | 52,095 | 30,003 |
Other Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 16,906 | 10,703 | 43,120 | 17,598 |
Other Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 25,506 | 17,735 | 36,845 | 22,536 |
Other Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 59,115 | 40,540 | 132,060 | 70,137 |
Other Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 30,280 | 24,249 | 77,701 | 50,844 |
Elimination Of Equity Accounted Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (12,382) | (9,059) | (34,300) | (22,110) |
Elimination Of Equity Accounted Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (3,663) | (2,001) | (10,770) | (9,667) |
Elimination Of Equity Accounted Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (1,833) | (2,662) | (5,549) | (4,071) |
Elimination Of Equity Accounted Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (6,886) | (4,396) | (17,981) | (8,372) |
Elimination Of Equity Accounted Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | $ (12,382) | $ (9,059) | $ (34,300) | $ (22,110) |
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. 02, 2022 | Jul. 03, 2022 | Apr. 03, 2022 | Oct. 03, 2021 | Jul. 04, 2021 | Apr. 04, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | $ 266,046 | $ 179,559 | $ 701,824 | $ 376,039 | ||||||||
Total segment operating expenses | (229,995) | (157,555) | (613,214) | (354,394) | ||||||||
Share of equity method investments adjusted EBITDA | 1,978 | 1,848 | 5,682 | 4,175 | ||||||||
Reportable segments adjusted EBITDA | 38,029 | 23,852 | 94,292 | 25,820 | ||||||||
Unallocated corporate overhead | (10,358) | (8,402) | (32,275) | (27,293) | ||||||||
Consolidated adjusted EBITDA | 27,671 | 15,450 | 62,017 | (1,473) | ||||||||
Depreciation and amortization | (26,971) | (21,500) | (72,490) | (61,250) | ||||||||
Interest expense, net | (18,453) | (20,827) | (52,948) | (67,449) | ||||||||
Income tax expense | (3,013) | (2,868) | (3,070) | (2,048) | ||||||||
(Loss) Gain on sale of property and other, net | (12) | (31) | 1,529 | 6,872 | ||||||||
Share of loss of equity method investments | 686 | 949 | 2,426 | 123 | ||||||||
Foreign exchange loss | (53,910) | (14,599) | (128,160) | (30,521) | ||||||||
Pre-opening expenses | (2,555) | (4,672) | (10,328) | (15,990) | ||||||||
Non-cash rent | 4,654 | (1,191) | 5,644 | [1] | (6,898) | |||||||
Deferred registration fees, net | 489 | (974) | (1,393) | (585) | ||||||||
Share of equity method investments adjusted EBITDA | (1,978) | (1,848) | (5,682) | (4,175) | ||||||||
Share based compensation, net of reorganization share based compensation expense | 7,778 | 15,281 | 19,855 | 19,958 | ||||||||
Share Based Compensation Net Of Reorganization Share Based Compensation Expenses | (3,980) | [2] | (16,057) | [3] | ||||||||
Share based compensation, net of reorganization share based compensation expense | ||||||||||||
Share-Based Payment Arrangement, Expense, after Tax | 7,778 | 15,281 | 19,855 | 19,958 | ||||||||
Other expenses, net | (4,693) | [4] | (8,829) | (5,754) | [2] | (23,014) | [5] | |||||
Net loss | (91,373) | $ (83,555) | $ (60,626) | (76,221) | $ (57,108) | $ (93,037) | (235,554) | (226,366) | ||||
North America [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 97,322 | 62,043 | 279,398 | 154,308 | ||||||||
Total segment operating expenses | (81,309) | (54,156) | (229,118) | (130,112) | ||||||||
Share of equity method investments adjusted EBITDA | 496 | 390 | 1,783 | 1,948 | ||||||||
Reportable segments adjusted EBITDA | 16,509 | 8,277 | 52,063 | 26,144 | ||||||||
UK [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 74,855 | 54,531 | 212,679 | 105,962 | ||||||||
Total segment operating expenses | (66,320) | (47,686) | (178,043) | (99,431) | ||||||||
Share of equity method investments adjusted EBITDA | 187 | 615 | 579 | (599) | ||||||||
Reportable segments adjusted EBITDA | 8,722 | 7,460 | 35,215 | 7,130 | ||||||||
Europe ROW [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 54,471 | 32,462 | 106,055 | 51,107 | ||||||||
Total segment operating expenses | (42,861) | (21,373) | (96,715) | (42,859) | ||||||||
Share of equity method investments adjusted EBITDA | 1,295 | 843 | 3,320 | 1,628 | ||||||||
Reportable segments adjusted EBITDA | 12,905 | 11,932 | 12,660 | 9,876 | ||||||||
Reportable Segment [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 226,648 | 149,036 | 598,132 | 311,377 | ||||||||
Total segment operating expenses | (190,490) | (123,215) | (503,876) | (272,402) | ||||||||
Share of equity method investments adjusted EBITDA | 1,978 | 1,848 | 5,682 | 4,175 | ||||||||
Reportable segments adjusted EBITDA | 38,136 | 27,669 | 99,938 | 43,150 | ||||||||
Consolidated adjusted EBITDA | 27,671 | 15,450 | 62,017 | 1,473 | ||||||||
Depreciation and amortization | 26,971 | 21,500 | 72,490 | 61,250 | ||||||||
Interest expense, net | 18,453 | 20,827 | 52,948 | 67,449 | ||||||||
Income tax expense | (3,013) | (2,868) | (3,070) | (2,048) | ||||||||
EBITDA | (42,936) | (31,026) | (107,046) | (95,619) | ||||||||
(Loss) Gain on sale of property and other, net | 12 | 31 | (1,529) | (6,872) | ||||||||
Share of loss of equity method investments | (123) | |||||||||||
Share of Profit of Equity Method Investments | (686) | (949) | (2,426) | |||||||||
Foreign exchange loss | 53,910 | 14,599 | 128,160 | 30,521 | ||||||||
Pre-opening expenses | [6] | 2,555 | 4,672 | 10,328 | 15,990 | |||||||
Non-cash rent | [7] | (4,654) | 1,191 | (5,644) | 6,898 | |||||||
Deferred registration fees, net | (489) | 974 | 1,393 | 585 | ||||||||
Share of equity method investments adjusted EBITDA | 1,978 | 1,848 | 5,682 | 4,175 | ||||||||
Share based compensation, net of reorganization share based compensation expense | [3] | 3,980 | 15,281 | 16,057 | ||||||||
Share based compensation, net of reorganization share based compensation expense | ||||||||||||
Share-Based Payment Arrangement, Expense, after Tax | [3] | 19,958 | ||||||||||
Other expenses, net | [3],[8] | 4,693 | 8,829 | 5,754 | 23,014 | |||||||
Net loss | (91,373) | (76,221) | (235,554) | (226,366) | ||||||||
All Other [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 39,398 | 30,523 | 103,692 | 64,662 | ||||||||
Total segment operating expenses | (39,505) | (34,340) | (109,338) | (81,992) | ||||||||
Share of equity method investments adjusted EBITDA | 0 | |||||||||||
Reportable segments adjusted EBITDA | $ (107) | $ (3,817) | $ (5,646) | $ (17,330) | ||||||||
[1] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. Other expenses, net includes share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. Other expenses, net includes non-cash share-based compensation and severance expense incurred with respect to an internal reorganization program of the Company's operations team of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. Other expenses, net includes share-based compensation expense incurred related to the departure of the former Chief Operating Officer of the Company of $ 4 million for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. The non-cash rent balance for the 39 weeks ended October 2, 2022 includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. 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 October 2, 2022 and October 3, 2021, respectively, and less than $ 1 million and $ 5 million for the 39 weeks ended October 2, 2022 and October 3, 2021 . 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 . |
Segments - Summary of Long-live
Segments - Summary of Long-lived Asset Information By Geographic Area (Detail) - USD ($) $ in Thousands | Oct. 02, 2022 | Jan. 02, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 1,664,178 | $ 1,705,573 |
UNITED KINGDOM | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 472,627 | 571,716 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 895,852 | 806,617 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 246,715 | 270,657 |
Non-US [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 48,984 | $ 56,583 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Jan. 02, 2022 | Jul. 19, 2021 | Mar. 23, 2021 | May 03, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | $ 1,016,262 | $ 1,016,262 | $ 996,991 | |||||
Operating Lease, Liability | 1,174,129 | 1,174,129 | ||||||
Operating Leases, Rent Expense | 34,000 | $ 30,000 | $ 99,000 | $ 84,000 | ||||
Lessee, Operating Lease, Option to Extend | multiple | |||||||
Due to Related Parties, Current | 21,663 | $ 21,663 | 21,661 | |||||
Raycliff Capital LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Dec. 15, 2039 | |||||||
Operating Lease, Right-of-Use Asset | 21,000 | $ 21,000 | 23,000 | |||||
Operating Lease, Liability | 22,000 | 22,000 | 22,000 | |||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | $ 2,000 | 1,000 | ||||
Lessee, Operating Lease, Term of Contract | 19 years | 19 years | ||||||
Soho Works Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | $ 79,000 | $ 79,000 | 97,000 | |||||
Operating Lease, Liability | 94,000 | 94,000 | 117,000 | |||||
Operating Leases, Rent Expense | 3,000 | 3,000 | $ 8,000 | 8,000 | ||||
Yucaipa Companies LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Dec. 31, 2038 | |||||||
Operating Lease, Right-of-Use Asset | 17,000 | $ 17,000 | 11,000 | |||||
Operating Lease, Liability | 21,000 | 21,000 | 17,000 | |||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | $ 2,000 | 2,000 | ||||
Lessee, Operating Lease, Term of Contract | 20 years | 20 years | ||||||
Due to Related Parties, Current | $ 10,000 | |||||||
Management Fees Received | $ 3,000 | 1,000 | $ 7,000 | 1,000 | ||||
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] | ||||||||
Lease Expiration Date | Apr. 20, 2041 | |||||||
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 | 29,000 | $ 29,000 | 30,000 | |||||
Operating Lease, Liability | 33,000 | 33,000 | $ 33,000 | |||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | $ 3,000 | 3,000 | ||||
Lessee, Operating Lease, Term of Contract | 25 years | 25 years | ||||||
Le Vallauris [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Mar. 16, 2037 | |||||||
Operating Lease, Right-of-Use Asset | $ 7,000 | $ 7,000 | ||||||
Operating Lease, Liability | 7,000 | 7,000 | ||||||
Operating Leases, Rent Expense | $ 1,000 | $ 1,000 | ||||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 years | ||||||
Willows Historic [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Sep. 14, 2037 | |||||||
Operating Lease, Right-of-Use Asset | $ 15,000 | $ 15,000 | ||||||
Operating Lease, Liability | 15,000 | 15,000 | ||||||
Operating Leases, Rent Expense | $ 1,000 | $ 1,000 | ||||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 years | ||||||
GHWHI, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | $ 65,000 | $ 65,000 | ||||||
Operating Lease, Liability | $ 69,000 | $ 69,000 | ||||||
Operating leases, Renewal term | 5 years | 5 years | ||||||
Operating lease base term | 15 years | 15 years | ||||||
Operating Leases, Rent Expense | $ 1,000 | $ 4,000 | ||||||
Lessee, Operating Lease, Term of Contract | 25 years | 25 years | ||||||
Soho House Design Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees Received from Affiliates | $ 3,000 | 1,000 | $ 8,000 | 1,000 | ||||
Cost Received From Affiliates | 2,000 | 1,000 | 4,000 | 1,000 | ||||
Ned-Soho House, LLP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management Fees Received | 1,000 | $ 1,000 | 2,000 | $ 1,000 | ||||
Fees Received from Affiliates | $ 1,000 | $ 1,000 |
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. 02, 2022 | Jan. 02, 2022 |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ (4,600) | $ (3,086) |
Soho House Toronto Partnership [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (1,082) | (810) |
Raycliff Red LLP [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (3,545) | (2,952) |
Mirador Barcel S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (96) | 450 |
Little Beach House Barcelona S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (258) | (203) |
Mimea XXI S.L. [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ 381 | $ 429 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Nov. 10, 2022 | Oct. 02, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Dec. 31, 2021 | Oct. 02, 2022 | |
Restricted Stock Units (RSUs) [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of Restricted stock unit award, Grants | 506,990 | |||||
Proceeds from common stock | $ 1 | |||||
Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock repurchase program | $ 5 | $ 50 | ||||
Stock Repurchased During Period, Shares | 1,219,799 | |||||
Common Class A [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 73,214 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Description Of Termination date | On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into an amendment letter agreement to extend the termination date, from January 25, 2024 to July 25, 2026. | |||||
Subsequent Event [Member] | Common Class A [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of Restricted stock unit award, Grants | 300,000 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 75,346 | 75,346 |