Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 02, 2023 | May 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Apr. 02, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --01-03 | |
Amendment Flag | false | |
Entity Registrant Name | Soho House & Co Inc. | |
Entity Central Index Key | 0001846510 | |
Entity Incorporation, State or Country Code | DE | |
Securities Act 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 | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Trading Symbol | SHCO | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Entity Common Stock, Shares Outstanding | 195,686,258 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 54,185,873 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,500,385 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Current assets | ||
Cash and cash equivalents | $ 153,820 | $ 182,115 |
Restricted cash | 8,400 | 7,928 |
Accounts receivable, net | 44,460 | 42,215 |
Inventories | 57,396 | 57,848 |
Prepaid expenses and other current assets | 111,131 | 91,101 |
Total current assets | 375,207 | 381,207 |
Property and equipment, net | 644,743 | 647,001 |
Operating lease assets | 1,118,819 | 1,085,579 |
Goodwill | 202,316 | 199,646 |
Other intangible assets, net | 127,164 | 125,968 |
Equity method investments | 22,856 | 21,629 |
Deferred tax assets | 301 | 295 |
Other non-current assets | 5,147 | 6,571 |
Total non-current assets | 2,121,346 | 2,086,689 |
Total assets | 2,496,553 | 2,467,896 |
Current liabilities | ||
Accounts payable | 72,585 | 80,741 |
Accrued liabilities | 83,955 | 84,112 |
Current portion of deferred revenue | 104,391 | 91,611 |
Indirect and employee taxes payable | 34,262 | 38,088 |
Current portion of debt, net of debt issuance costs | 26,130 | 25,617 |
Other current liabilities | 33,519 | 36,019 |
Total current liabilities | 398,092 | 395,800 |
Debt, net of current portion and debt issuance costs | 591,340 | 579,904 |
Property mortgage loans, net of debt issuance costs | 116,362 | 116,187 |
Finance lease liabilities | 78,101 | 76,638 |
Financing obligation | 76,358 | 76,239 |
Deferred revenue, net of current portion | 26,861 | 27,118 |
Deferred tax liabilities | 1,375 | 1,666 |
Other non-current liabilities | 0 | 256 |
Total non-current liabilities | 2,131,599 | 2,087,472 |
Total liabilities | 2,529,691 | 2,483,272 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity | ||
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,558,066 shares issued and 54,090,946 outstanding as of April 2, 2023 and 62,189,717 issued and 53,722,597 outstanding as of January 1, 2023; Class B common stock, $0.01 par value, 500,000,000 shares authorized, 141,500,385 shares issued and outstanding as of April 2, 2023 and January 1, 2023 | 2,041 | 2,037 |
Additional paid-in capital | 1,218,759 | 1,213,086 |
Accumulated deficit | (1,258,364) | (1,242,412) |
Accumulated other comprehensive income | 47,828 | 54,853 |
Treasury stock, at cost; [324,972] shares as of April 2, 2023 | (50,000) | (50,000) |
Total shareholders' equity attributable to Membership Collective Group Inc. | (39,736) | (22,436) |
Noncontrolling interest | 6,598 | 7,060 |
Total shareholders' equity | (33,138) | (15,376) |
Total liabilities and shareholders' equity | 2,496,553 | 2,467,896 |
Sites Trading Less Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities - sites trading more than one year | 5,732 | 4,176 |
Operating lease liabilities, net of current portion - sites trading more than one year | 193,236 | 227,158 |
Sites Trading More Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities - sites trading more than one year | 37,518 | 35,436 |
Operating lease liabilities, net of current portion - sites trading more than one year | $ 1,047,966 | $ 982,306 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 02, 2023 | Jan. 01, 2023 |
Treasury stock, shares | 8,467,120 | 8,467,120 |
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 | 62,558,066 | 62,189,717 |
Common stock, Shares outstanding | 54,090,946 | 53,722,597 |
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 | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Revenues | ||
Total revenues | $ 255,209 | $ 192,008 |
Operating expenses | ||
In-House operating expenses (exclusive of depreciation and amortization of [$13,715] and $13,715 for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively) | (143,972) | (109,995) |
Other operating expenses (exclusive of depreciation and amortization of [$9,116] and $9,116 for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively) | (56,381) | (47,633) |
General and administrative expenses | (30,574) | (29,286) |
Pre-opening expenses | (4,994) | (4,032) |
Depreciation and amortization | (24,464) | (22,831) |
Share-based compensation | (5,846) | (7,803) |
Foreign exchange gain (loss), net | 13,013 | (17,074) |
Other | (1,029) | (776) |
Total operating expenses | (254,247) | (239,430) |
Operating gain (loss) | 962 | (47,422) |
Other (expense) income | ||
Interest expense, net | (18,701) | (15,717) |
Gain on sale of property and other, net | 681 | 1,663 |
Share of income (loss) of equity method investments | 871 | 398 |
Total other expense, net | (17,149) | (13,656) |
Income (loss) before income taxes | (16,187) | (61,078) |
Income tax benefit | (171) | (452) |
Net income (loss) | (16,016) | (60,626) |
Income (loss) attributable to noncontrolling interest | 64 | 147 |
Net income (loss) attributable to Soho House & Co Inc. | $ (15,952) | $ (60,479) |
Net income (loss) per share attributable to Class A and Class B common stock | ||
Earnings Per Share, Basic | $ (0.08) | $ (0.30) |
Earnings Per Share, Diluted | $ (0.08) | $ (0.30) |
Weighted average shares outstanding Abstract | ||
Weighted Average Number of Shares Outstanding, Basic | 195,422 | 202,396 |
Weighted Average Number of Shares Outstanding, Diluted | 195,422 | 202,396 |
Membership revenues [Member] | ||
Revenues | ||
Total revenues | $ 83,248 | $ 58,773 |
In-House revenues [Member] | ||
Revenues | ||
Total revenues | 116,078 | 87,755 |
Other revenues [Member] | ||
Revenues | ||
Total revenues | $ 55,883 | $ 45,480 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
In House Operating Expenses [Member] | ||
Operating cost and expenses | $ 14,323 | $ 13,715 |
Other Operating Expenses [Member] | ||
Operating cost and expenses | $ 6,715 | $ 9,116 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (16,016) | $ (60,626) |
Other comprehensive income | ||
Foreign currency translation adjustment | (7,033) | 11,131 |
Comprehensive income (loss) | (23,049) | (49,495) |
Income (loss) attributable to noncontrolling interest | 64 | 147 |
Foreign currency translation adjustment attributable to noncontrolling interest | 8 | 79 |
Total comprehensive income (loss) attributable to Soho House & Co Inc. | $ (22,977) | $ (49,269) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($) $ in Thousands | Total | 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 Soho House Holdings Limited | Noncontrolling Interest [Member] |
Beginning Balance at Jan. 02, 2022 | $ 182,192 | $ 2,025 | $ 1,189,044 | $ (1,021,832) | $ 6,897 | $ 176,134 | $ 6,058 | |
Net income (loss) | (60,626) | (60,479) | (60,479) | (147) | ||||
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition (Note 3) | (1,884) | (1,884) | 1,884 | |||||
Non-cash share-based compensation (Note 14) | 7,331 | 7,331 | 7,331 | |||||
Shares repurchased (Note 15) | (2,611) | $ (2,611) | (2,611) | |||||
Net change in cumulative translation adjustment | 11,131 | 11,210 | 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. 01, 2023 | (15,376) | 2,037 | 1,213,086 | (1,242,412) | 54,853 | (50,000) | (22,436) | 7,060 |
Net income (loss) | (16,016) | (15,952) | (15,952) | (64) | ||||
Distributions to noncontrolling interests (Note 3) | (390) | (390) | ||||||
Non-cash share-based compensation (Note 14) | 5,677 | 4 | 5,673 | 5,677 | ||||
Net change in cumulative translation adjustment | (7,033) | (7,025) | (7,025) | (8) | ||||
Ending Balance at Apr. 02, 2023 | $ (33,138) | $ 2,041 | $ 1,218,759 | $ (1,258,364) | $ 47,828 | $ (50,000) | $ (39,736) | $ 6,598 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |||
Apr. 02, 2023 | Apr. 03, 2022 | Apr. 03, 2022 | Jan. 01, 2023 | |
Cash flows from operating activities | ||||
Net income (loss) | $ (16,016) | $ (60,626) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 24,464 | 22,831 | ||
Non-cash share-based compensation (Note 14) | 5,677 | 7,331 | ||
Deferred tax benefit | (683) | (895) | ||
Gain on sale of property and other, net | (681) | $ (1,663) | (1,663) | |
Share of (income) loss of equity method investments | (871) | (398) | ||
Amortization of debt issuance costs | 762 | 1,148 | ||
PIK interest (settled), net of non-cash interest | 9,073 | 6,977 | ||
Distributions from equity method investees | 159 | 132 | ||
Foreign exchange (gain) loss, net | (13,013) | 17,074 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | (1,612) | (6,039) | ||
Inventories | 1,373 | (7,058) | ||
Operating leases, net | (1,125) | 7,498 | ||
Other operating assets | (18,385) | (29,204) | ||
Deferred revenue | 297 | 7,859 | ||
Accounts payable and accrued and other liabilities | (1,907) | 25,458 | ||
Net cash used in operating activities | (12,488) | (9,575) | ||
Cash flows from investing activities | ||||
Purchase of property and equipment | (12,010) | (17,658) | ||
Proceeds from sale of assets | 978 | 665 | ||
Purchase of intangible assets | (4,674) | (5,185) | ||
Net cash used in investing activities | (15,706) | (22,178) | ||
Cash flows from financing activities | ||||
Repayment of borrowings (Note 12) | (202) | (425) | ||
Proceeds from borrowings (Note 12) | 0 | 103,650 | ||
Payments for debt issuance costs | 0 | (1,860) | ||
Principal payments on finance leases | (39) | (127) | ||
Principal payments on financing obligation | 0 | (376) | ||
Distributions to noncontrolling interest | (390) | 0 | ||
Purchase of treasury stock (Note 15) | 0 | (2,577) | ||
Net cash (used in) provided by financing activities | (631) | 98,285 | ||
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | 1,002 | (2,192) | ||
Net (decrease) increase in cash and cash equivalents, and restricted cash | (27,823) | 64,340 | ||
Cash, cash equivalents and restricted cash | ||||
Beginning of period | 190,043 | 220,662 | ||
End of period | 162,220 | 285,002 | 285,002 | |
Cash, cash equivalents and restricted cash are comprised of: | ||||
Cash and cash equivalents | 153,820 | 277,196 | 277,196 | $ 182,115 |
Restricted cash in current assets | 8,400 | 7,806 | 7,806 | 7,928 |
Cash, cash equivalents and restricted cash as of April 2, 2023 and April 3, 2022 | 162,220 | $ 285,002 | 285,002 | $ 190,043 |
Supplemental disclosures: | ||||
Cash paid for interest | 8,573 | 7,828 | ||
Cash paid for income taxes | 263 | 14 | ||
Supplemental disclosures of non-cash investing and financing activities: | ||||
Operating lease assets obtained in exchange for new operating lease liabilities | 33,152 | 129,413 | ||
Acquisitions of property and equipment under finance leases | 0 | 10,359 | ||
Accrued capital expenditures | $ 15,354 | $ 0 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Apr. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of the Business Soho House & Co Inc. 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 Soho House & Co Inc. 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 41 Soho Houses, 9 Soho Works Clubs, The Ned hotels, 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. On March 17, 2023, we filed with the Secretary of State of Delaware an amendment to our Certificate of Incorporation to change our corporate name from Membership Collective Group Inc. to Soho House & Co Inc., which became effective on March 20, 2023. In connection with our name change, our board of directors amended our bylaws to reflect the corporate name Soho House & Co Inc., also effective on March 20, 2023. No other changes were made to our bylaws. Prior to the change of our corporate name, our stock traded on the New York Stock Exchange under the ticker symbol “MCG”. From March 20, 2023, our common stock began trading on the New York Stock Exchange under the ticker symbol “SHCO”. The consolidated entity presented is referred to herein as “Soho House & Co”, “SHCO”, “we”, “us”, “our”, or the “Company”, as the context requires and unless otherwise noted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 02, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The 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. The Company's significant estimates relate to the valuation of financial instruments, equity method investments, the measurement of goodwill and intangible assets, contingent liabilities, income taxes, leases, long-lived assets and the expected breakage of house introduction credits. Although the estimates have been prepared using management's best judgment and management believes that the estimates used are reasonable, actual results could differ from those estimates and such differences could be material. 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 1, 2023. The results of operations for the 13-week periods ended April 2, 2023 and April 3, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future periods. 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. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU adds to US GAAP an impairment model (known as the current expected credit loss, or “CECL,” model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in the more timely recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument from the date of initial recognition of the financial instrument. The Company adopted ASU 2016-13 effective January 2, 2023 and concluded that adoption of this standard update did not have a material impact on either the financial position, results of operations, cash flows, or related disclosures. There was no impact on beginning balance retained earnings upon adoption of this ASU. 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 ended April 2, 2023, the Company incurred a consolidated net loss of $ 16 million. During the 13 weeks ended April 2, 2023, the Company had a cash outflow from operations of $ 12 million. As of April 2, 2023, the Company had an accumulated deficit balance of $ 1,258 million, cash and cash equivalents of $ 154 million, and a restricted cash balance of $ 8 million. In assessing the going concern basis of preparation of the unaudited condensed consolidated financial statements for the 13 weeks ended April 2, 2023, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, and the timing of debt commitments within 12 months of the approval of these financial statements, and the continued availability of committed and accessible working capital to the Company. We have considered current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, 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, repayment of existing short-term debt, macro-economic dynamics, cost reductions, both limited and extensive, and a combination of these different scenarios. We believe that the completed working capital events, our projected cash flows and the actions available to management to further control expenditure (particularly in respect of timing of capital works and labor costs, as necessary, provide the Company with sufficient working capital (including cash and cash equivalents) to mitigate the impact of inflationary pressures and consumer confidences, subject to the following key factors: • the level of in-House sales activity (primarily sales of food and beverage) that, even after opening, may be subject to operational constraints connected with a re-emergence of any restrictions; • the continued high level of membership retention and renewals, with members continuing their current spending patterns; and • the implementation, and timely deployment, of cost containment and reductions measures that are aligned with the anticipated levels of capacity. 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 $ 87 million (see Note 12, Debt, for additional information). We also have refinanced our Soho Beach House Miami property mortgage, borrowing approximately $2 0 million of additional net funds (see Note 20, Subsequent Events, 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 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 ended April 2, 2023 . 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. The changes in the balance of accumulated other comprehensive income loss, net of income tax, are attributable solely to the net change in the cumulative translation adjustment in each of the periods presented. |
Acquisitions
Acquisitions | 3 Months Ended |
Apr. 02, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Soho Restaurants Limited (previously known as Quentin Limited) Reorganization and Acquisition Soho Restaurants”) after a related party became the sole equity owner of Soho Restaurants following a reorganization of the entity. As a result, the Company began consolidating Soho Restaurants and applied the acquisition method of accounting at the date that it became the primary beneficiary as a result of this transaction. No consideration was paid by the Company in this transaction. Upon initial consolidation, the Company recognized $ 1 million of cash and cash equivalents, $ 5 million of net working capital liabilities, and $ 11 million of right-of-use assets and related lease liabilities. In addition, the Company recognized noncontrolling interest of $ 2 million. There were no material property, plant and equipment and no intangible assets recognized by the Company as a result of consolidating Soho Restaurants. 5 million prior to the Soho Restaurants reorganization; this guarantee provision is included in general and administrative expense in the consolidated statement of operations for the fiscal year ended January 3, 2021. Upon consolidating Soho Restaurants in August 2020, the Company’s guarantee obligation pertaining to leases retained by Soho Restaurants after the reorganization was effectively settled as a pre-existing relationship. 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. 1 million ($ 2 million), all of which was recognized in gain on sale of property and other, net in the consolidated statements of operations for the fiscal year ended January 1, 2023. |
Consolidated Variable Interest
Consolidated Variable Interest Entities | 3 Months Ended |
Apr. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | 4. Consolidated Variable Interest Entities The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”): Ned-Soho House, LLP and Soho Works Limited. Ned-Soho House, LLP Soho Works Limited currently in operation in the UK. The joint venture agreement relates to the UK only. The joint venture was formed on September 29, 2017 when the Company granted to two unrelated individuals an option to subscribe for 30 % of the issued shares of SWL. The option has not yet been exercised and, consequently, the Company has 100 % economic interest in SWL. Upon exercise of the option, the Company would have 70 % economic interest in SWL. The options carry voting rights such that the Company and other joint venture partners each hold 50% of the voting rights in respect of shareholder resolutions and certain reserved matters as defined in the joint venture agreement. The Company is determined to be the primary beneficiary because it has the power to direct all significant activities of the joint venture. As of (in thousands) April 2, 2023 January 1, 2023 Cash and cash equivalents $ 4,919 $ 7,941 Accounts receivable 388 1,823 Inventories 15 19 Prepaid expenses and other current assets 3,289 3,283 Total current assets 8,611 13,066 Property and equipment, net 31,667 32,288 Operating lease assets 103,048 99,717 Other intangible assets, net 288 284 Other non-current assets 185 181 Total assets 143,799 145,536 Accounts payable 381 337 Accrued liabilities 6,415 8,131 Indirect and employee taxes payable 276 1,548 Current portion of debt, net of debt issuance costs 25,105 24,612 Current portion of operating lease liabilities - sites trading more than one year 5,480 4,362 Other current liabilities 4,877 4,153 Total current liabilities 42,534 43,143 Operating lease liabilities, net of current portion - sites trading more than one year 117,080 115,182 Total liabilities 159,614 158,325 Net liabilities $ ( 15,815 ) $ ( 12,789 ) |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Apr. 02, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | 5. Equity Method Investments The Company maintains a portfolio of equity method investments owned through noncontrolling interests in investments with one or more partners. There have been no changes in the Company’s equity method investment ownership interests in existing entities and no new equity method investments since January 1, 2023. 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. 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 as described in Note 16, Commitments and Contingencies. For the 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 Revenues $ 11,244 $ 9,247 Operating income (loss) 2,592 ( 821 ) Net income (loss) (1) 1,809 ( 51 ) (1) The net income / (loss) shown above relates entirely to continuing operations. |
Leases
Leases | 3 Months Ended |
Apr. 02, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases The Company has entered into various lease agreements for its Houses, hotels, restaurants, spas and other properties across the Americas, Europe, and Asia, which includes 13 equipment leases. 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 April 2, 2023, the Company recognized right-of-use assets and lease liabilities for 115 operating leases and 3 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. The maturity of the Company’s operating and finance lease liabilities as of April 2, 2023, is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2023 $ 104,784 $ 4,396 2024 143,036 5,889 2025 145,008 5,813 2026 145,877 5,813 2027 137,342 5,813 Thereafter 1,668,350 220,872 Total undiscounted lease payments 2,344,397 248,596 Present value adjustment 1,059,945 170,495 Total net lease liabilities $ 1,284,452 $ 78,101 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. Straight-line rent expense recognized as part of in-House operating expenses for operating leases was $ 36 million and $ 34 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. For the 13 weeks ended April 2, 2023 and April 3, 2022, 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. There were no material variable lease payments for finance leases for the 13 weeks ended April 2, 2023 and April 3, 2022. 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 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 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 34,141 ) $ ( 29,955 ) Interest payments for finance leases ( 1,365 ) ( 1,208 ) Cash flows from financing activities: Principal payments for finance leases $ ( 39 ) $ ( 127 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 33,152 $ 129,413 The following summarizes additional information related to operating and finance leases: As of April 2, 2023 April 3, 2022 Weighted-average remaining lease term Finance leases 43 years 43 years Operating leases 16 years 18 years Weighted-average discount rate Finance leases 7.29 % 7.00 % Operating leases 7.87 % 8.10 % As of April 2, 2023, the Company has entered into 14 operating lease agreements that are signed but have not commenced. Of these, 11 relate to 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. The Company does not control the underlying assets under construction. 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 2023, 2024, and 2026. The Company estimates the total undiscounted lease payments for the leases commencing in fiscal years ended 2023, 2024, and 2026 will be $ 427 million, $ 251 million, and $ 754 million, respectively, with weighted-average expected lease terms of 23 years, 19 years, and 16 years for 2023, 2024, and 2026, respectively. The following summarizes the Company’s estimated future undiscounted lease payments for current leases signed but not commenced: (in thousands) Operating Fiscal year ended Construction Estimated total undiscounted lease payments Remainder of 2023 $ 2,897 2024 13,181 2025 25,879 2026 67,594 2027 72,835 Thereafter 1,250,081 Total undiscounted lease payments expected for leases signed but not commenced $ 1,432,467 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Apr. 02, 2023 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 7. Revenue Recognition Disaggregated revenue disclosures by reportable segments for the 13 weeks ended April 2, 2023 and April 3, 2022 are included in Note 18, Segments. Revenue from membership fees, legacy one-time registration fees, house introduction credits and build-out contracts are the only arrangements for which revenue is recognized over time. The following table includes estimated revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) at the end of the reporting period ending April 2, 2023. (in thousands) Next twelve Future periods Membership and registration fees $ 95,798 $ 26,861 Total future revenues $ 95,798 $ 26,861 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) April 2, 2023 January 1, 2023 Contract receivables $ 44,460 $ 42,215 Contract assets 4,611 9,344 Contract liabilities 153,522 130,975 Contract assets consist of accrued unbilled income related to build-out contracts and are recognized in prepaid expenses and other 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 $ 26 million and $ 22 million during the 13 weeks ended April 2, 2023 and April 3, 2022 , respectively. |
Inventories, Prepaid Expenses a
Inventories, Prepaid Expenses and Other Current Assets | 3 Months Ended |
Apr. 02, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Inventories, Prepaid Expenses and Other Current Assets | 8. Inventories, Prepaid Expenses and Other Current Assets Inventories consist of raw materials, service stock and supplies (primarily food and beverage) and finished goods which are externally sourced. Raw materials and service stock and supplies totaled $ 26 million and $ 19 million as of April 2, 2023 and January 1, 2023, respectively. Finished goods totaled $ 31 million and $ 39 million as of April 2, 2023 and January 1, 2023, respectively. The table below presents the components of prepaid expenses and other current assets. As of (in thousands) April 2, 2023 January 1, 2023 Amounts owed by equity method investees $ 1,444 $ 1,492 Prepayments and accrued income 35,536 27,416 Contract assets 4,611 9,344 Other receivables 69,540 52,849 Total prepaid expenses and other current assets $ 111,131 $ 91,101 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Apr. 02, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, Net Additions totaled $ 12 million and $ 22 million during the 13 weeks ended April 2, 2023 and April 3, 2022, respectively, and were primarily related to leasehold improvements and fixtures and fittings for existing sites. |
Goodwill
Goodwill | 3 Months Ended |
Apr. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 10. Goodwill A summary of goodwill for each of the Company’s applicable reportable segments from January 1, 2023 to April 2, 2023 is as follows: (in thousands) UK North America Europe and Total January 1, 2023 $ 89,975 $ 47,446 $ 62,225 $ 199,646 Foreign currency translation adjustment 1,799 — 871 2,670 April 2, 2023 $ 91,774 $ 47,446 $ 63,096 $ 202,316 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Apr. 02, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 11. Accrued Liabilities The table below presents the components of accrued liabilities. As of (in thousands) April 2, 2023 January 1, 2023 Accrued interest $ 543 $ 440 Hotel deposits 17,622 11,758 Trade and other accruals 65,790 71,914 Total accrued liabilities $ 83,955 $ 84,112 |
Debt
Debt | 3 Months Ended |
Apr. 02, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt Debt balances, net of debt issuance costs, are as follows: As of (in thousands) April 2, 2023 January 1, 2023 Senior Secured Notes, interest at 8.1764 % for the Initial Notes and 8.5 % for the Additional Notes, maturing March 2027 $ 582,365 $ 570,712 Soho Works Limited loans, unsecured, 7 % interest bearing, maturing September 2024 (see additional description below) 25,105 24,612 Other loans (see additional description below) 10,000 10,197 617,470 605,521 Less: Current portion of long-term debt ( 26,130 ) ( 25,617 ) Total long-term debt, net of current portion $ 591,340 $ 579,904 Property mortgage loans, net of debt issuance costs, are as follows: As of (in thousands) April 2, 2023 January 1, 2023 Term loan, interest at 5.34 %, maturing February 6, 2024 $ 54,696 $ 54,614 Mezzanine loan, interest at 7.25 %, maturing February 6, 2024 61,666 61,573 Total property mortgage loans $ 116,362 $ 116,187 The weighted-average interest rate on fixed rate borrowings was 8 % as of April 2, 2023 and 8 % as of April 3, 2022 and January 1, 2023 . There were no outstanding floating rate borrowings as of April 2, 2023 or January 1, 2023. Debt The descriptions below show the financial instrument amounts in the currency of denomination with USD equivalent in parentheses, where applicable, translated using the exchange rates in effect at the time of the respective transaction. On December 5, 2019, the Company entered into a £ 55 million ($ 72 million) floating rate revolving credit facility (the “Revolving Credit Facility”) with a maturity date of January 25, 2022. In April 2020, the Company secured an additional £ 20 million ($ 25 million) of liquidity under this facility and extended the maturity until January 2023 . During the fiscal year ended January 2, 2022, the Company repaid the entire outstanding balance of the facility with proceeds from our initial public offering (the "IPO"). As of April 2, 2023 and January 1, 2023, £ 71 million ($ 87 million) is available to draw under this facility, with £ 4 million ($ 5 million) 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 less than $ 1 million and $ 1 million on this facility during the 13 weeks ended April 2, 2023 and April 3, 2022 , respectively. On November 15, 2021, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into the First Amended and Restated Revolving Facility Agreement (the "First Amendment"). The First Amendment amended the Revolving Credit Facility to, among other things, change the reference rate under the Revolving Credit Facility for borrowings denominated in pounds sterling from a LIBOR-based rate to a SONIA-based rate and to transition reporting from accounting principles generally accepted in the United Kingdom to US GAAP. The First Amendment also reset the Company's Consolidated EBITDA (as defined in the Revolving Credit Facility) test levels, scaling from zero at December 31, 2021 to £ 32 million ($ 39 million, if translated using the average exchange rate in effect during the fiscal year ended January 1, 2023) after June 30, 2022. On February 11, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company, entered into the Second Amended and Restated Revolving Facility Agreement (the “Second Amendment”), which amends and restates the Revolving Credit Facility. The Second Amendment amends the Revolving Credit Facility to extend the maturity date from January 25, 2023 to January 25, 2024. On November 10, 2022, Soho House Bond Limited, entered into the Third Amended and Restated Revolving Facility Agreement (the “Third Amendment”), which further 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. In addition, the Third Amendment provides that from March 2023 we are required to maintain certain leverage covenants (as defined in the Revolving Credit Facility) which are applicable when 40% or more of the facility is drawn. As of April 2, 2023 the facility remains undrawn. In 2017, Soho Works Limited entered into a term loan facility agreement. The SWL loan bears interest at 7 % and matures at the earliest of: (a) September 29, 2023 ; (b) the date of disposal of the whole or substantial part of the Soho Works Limited; (c) the date of sale by the shareholders of the entire issued share capital of Soho Works Limited to a third party; (d) the date of the admission of Soho Works Limited to any recognized investment exchange or multi-lateral trading facility; and (e) any later date that the two individuals may determine in their sole discretion. During fiscal 2022, Soho Works Limited drew an additional £ 3 million ($ 3 million) under the facility. The carrying amount of the term loan was £ 20 million ($ 25 million) and £ 16 million ($ 21 million) as of April 2, 2023 and January 1, 2023 , respectively. The Company incurred interest expense of $ 1 million and $ 1 million on this facility during the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. On March 3, 2023, this loan was subsequently extended and the maturity date is now September 29, 2024 after having previously been extended to September 29, 2023 by an amendment entered into on March 11, 2022. The Company has determined a current classification of this loan is appropriate as it best reflects the substance of the agreement with the lenders given that the loan extension period is short-term in nature (12 months). In January 2018, the Company entered into leases in connection with its Greek Street properties. As part of these leases, the landlord has funded a principal amount of £ 5 million ($ 7 million), which represents costs paid directly by the landlord which will be repaid by the Company. Amounts funded by the landlord prior to the lease inception date were initially reflected as accrued liabilities and subsequently converted into long-term debt upon execution of the respective agreements. The Greek Street loans carry interest of 7.5 %, are due for repayment in January 2028 and are unsecured. The Company incurred interest expense of less than $1 million during each of the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. On Marc h 31, 2021, Soho House Bond Limited issued pursuant to a Notes Purchase Agreement senior secured notes, which were subscribed for by certain funds managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in aggregate amounts equal to $ 295 million, € 62 million ($ 73 million) and £ 53 million ($ 73 million) (the “Initial Notes”). The Notes Purchase Agreement 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 Additional Notes were issued for the full $ 100 million on March 9, 2022. The Senior Secured Notes mature on March 31, 2027 and bear interest at a fixed rate equal to a cash margin of 2.0192 % per annum for the Initial Notes or 2.125 % per annum for any Additional Notes, plus a payment-in-kind (capitalized) margin of 6.1572 % per annum for the Initial Notes or 6.375 % per annum for any Additional Notes. The Senior Secured Notes issued pursuant to the Notes Purchase Agreement may be redeemed and prepaid for cash, in whole or in part, at any time in accordance with the terms thereof, subject to payment of redemption fees. The Senior Secured Notes are guaranteed and secured on substantially the same basis as our Revolving Credit Facility. The Company incurred interest expense of $ 13 million and $ 10 million during the 13 weeks ended April 2, 2023 and April 3, 2022, respectively, related to the Senior Secured Notes. On November 15, 2021, Soho House Bond Limited entered into the First Amended and Restated Note Purchase Agreement (the "First Note Agreement"). The First Note Amendment amended the Notes Purchase Agreement to, among other things, transition reporting from accounting principles generally accepted in the United Kingdom to US GAAP. 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 a commitment of up to £ 9 million ($ 12 million) for certain improvements at the 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 inter est expense of less than $ 1 million during the 13 weeks ended April 2, 2023. Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 3,368 7.5 % Compagnie de Phalsbourg credit facility € January 2025 5,620 7 % Greek government loan € July 2025 1,017 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 April 2, 2023 and April 3, 2022, respectively. In May 2023, the Company refinanced the existing term loan and mezzanine loan as described above. The new loan matures in June 2033 and bears interest at 6.99 % The Company has classified the property mortgage loan as non-current as of April 2, 2023 because the Company had the intent and ability to refinance the property mortgage loan originally due for repayment in February 2024. Refer to Note 20 Subsequent Events for further information on the refinancing of this loan agreement. Future Principal Payments The following table presents future principal payments for the Company’s debt and property mortgage loans as of April 2, 2023: (in thousands) Remainder of 2023 $ 658 2024 26,446 2025 751 2026 7,411 2027 591,062 Thereafter (1) 116,373 $ 742,701 (1) In May 2023, the Company refinanced the existing Soho Beach House Miami property mortgage loan. The future principal payments related to this loan reflect the new maturity date of June 1, 2033. Refer to Note 20 Subsequent Events for further information. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements Recurring and Non-recurring Fair Value Measurements There were no assets or liabilities measured at fair value on a recurring or non-recurring basis as of April 2, 2023 or January 1, 2023. 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 April 2, 2023 and January 1, 2023 using a discounted cash flow analysis. 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 April 2, 2023 and January 1, 2023. 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 April 2, 2023 Senior Secured Notes $ 582,365 $ 561,183 Property mortgage loans 116,362 113,945 Other loans 10,000 9,495 $ 708,727 $ 684,623 (in thousands) Carrying Value Fair Value January 1, 2023 Senior Secured Notes $ 570,712 $ 545,362 Property mortgage loans 116,187 113,066 Other loans 10,197 9,647 $ 697,096 $ 668,075 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 | 3 Months Ended |
Apr. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 14. Share-Based Compensation In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which SHHL Share Appreciation Rights (“SARs”) and SHHL Growth Shares were issued to certain employees. The awards are settled in SHHL ordinary D shares and the Company can grant up to 9,978,143 ordinary D shares of SHHL 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 SHCO. As a result of the exchange, 7,127,246 SHHL SARs were converted into 6,023,369 SHCO SARs and 2,850,897 SHHL Growth Shares were converted into 781,731 SHCO restricted stock awards. The exchanged awards are subject to the same vesting conditions as the original awards. As of April 2, 2023 and January 1, 2023, there were 5,138,118 and 5,290,719 SARs outstanding under the 2020 Plan, respectively. As of both April 2, 2023 and January 1, 2023, there were 146,575 and 146,574 SHCO 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 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 April 2, 2023, there were 4,783,373 shares available for future awards. The Company granted 3,113,109 SARs under the 2021 Plan during the 13 weeks ended April 2, 2023. As of April 2, 2023, there were 3,031,240 SARs outstanding under the 2021 Plan. As of April 2, 2023 and January 1, 2023, there were 2,681,852 and 2,998,865 RSUs outstanding under the 2021 Plan, respectively. In December 2022, the Company modified the exercise prices for the certain of the outstanding SARs to be $ 4.00 per share. As a result, the Company accounted for the modification as a Type I modification, resulting in $ 2.2 million of incremental fair value, of which $ 1.5 million was recorded immediately. Share-based compensation during the 13 weeks ended April 2, 2023 and April 3, 2022 was recorded in the consolidated statements of operations within a separate line item as shown in the following table: For the 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 SARs $ 3,578 $ 2,034 Restricted stock awards (Growth Shares) 432 655 RSUs 1,667 4,642 Employer-related payroll expense (1) 169 472 Share-based compensation expense, net of tax $ 5,846 $ 7,803 (1) Relates to employment related taxes, including employer 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 consolidated statements of cash flows . As of April 2, 2023, total compensation expense not yet recognized is as follows: • With respect to the unvested SARs issued under the 2020 and 2021 Plans, approximately $ 7 million, which is expected to be recognized over a weighted-average period of 1.42 years; • With respect to the unvested restricted stock awards (Growth Shares) issued under the 2020 Plan, approximately $ 1 million, which is expected to be recognized over a weighted-average period of less than one year ; and • With respect to the unvested RSUs issued under the 2021 Plan, approximately $ 13 million, which is expected to be recognized over a weighted-average period of 2.14 years. |
Loss Per Share and Shareholders
Loss Per Share and Shareholders' Equity (Deficit) | 3 Months Ended |
Apr. 02, 2023 | |
Stockholders' Equity Note [Abstract] | |
Loss Per Share and Shareholders' Equity (Deficit) | 15. Loss Per Share and Shareholders’ Equity 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 common stock, as applicable: SHCO 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 SHCO Common Stock Class A Class B As of January 1, 2023 53,722,597 141,500,385 Shares issued related to share-based compensation 368,349 — As of April 2, 2023 54,090,946 141,500,385 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 then outstanding shares of the Company’s Class A common stock. Under the stock repurchase program, the Company was 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 depended on a variety of factors, including market conditions as well as corporate and regulatory considerations. Under the program, the repurchased shares were returned to the status of authorized, but unissued shares of common stock held in treasury at average cost. During the 13 weeks ended April 3, 2022, the Company repurchased a total of 324,972 shares of Class A common stock for $ 3 million, including commissions. The repurchase plan upper limit of $ 50 million was met in December 2022 and as such there were no further stock repurchases under the above plan subsequent to December 2022. 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 02, 2023 | |
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. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes For the 13 weeks ended April 2, 2023 , 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 $ 1 million based on the results for the 13 weeks ended April 2, 2023. 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 $ 7 million in the 13 weeks ended April 2, 2023. There is no impact on the Company’s effective tax rate for the 13 weeks ended April 2, 2023 as there is a corresponding reduction in the valuation allowance applied for the period. The effective tax rate for the 13 weeks ended April 2, 2023 was 1.0 % , compared to 0.74 % for the 13 weeks ended April 3, 2022. The effective tax rate for the 13 weeks ended April 2, 2023 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 | 3 Months Ended |
Apr. 02, 2023 | |
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. There is a segment managing director for each of North America, and the UK, Europe and Rest of the World (“RoW”) who is responsible for Houses, hotels and restaurants in that region. Each operating segment manager reports directly to the Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer - Americas combined. 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 Retail, Soho Works, and Cities Without Houses operating segments also have segment managers which report directly to the CODM and are managed separately from the Houses and hotels in each region. The Company has identified the following three reportable segments: • UK, • North America, and • Europe and RoW. 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. Intercompany revenues and costs among the reportable segments are not material and accounted for as if the sales were to third parties because these items are based on negotiated fees between the segments involved. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals. Segment revenue includes revenue of certain equity method investments, which are considered stand-alone operating segments, which are therefore not included in revenues as part of these consolidated financial statements. Eliminations between segments are separately presented. Corporate results include amounts related to Corporate functions such as administrative costs and professional fees. Income tax expense is managed by Corporate on a consolidated basis and is not allocated to the reportable segments. The Company manages and assesses the performance of the reportable segments by adjusted EBITDA, which is defined as net income (loss) before depreciation and amortization, interest expense, net, provision (benefit) for income taxes, adjusted to take account of the impact of certain non-cash and other items that the Company does not consider in its evaluation of ongoing operating performance. These other items include, but are not limited to, loss (gain) on sale of property and other, net, share of loss (profit) of equity method investments, foreign exchange, pre-opening expenses, non-cash rent, deferred registration fees, net, share of equity method investments adjusted EBITDA, share-based compensation expense, and certain other expenses. The following tables present disaggregated revenue for the 13 weeks ended April 2, 2023 and April 3, 2022 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended April 2, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 41,543 $ 23,697 $ 10,312 $ 75,552 $ 10,797 $ 86,349 In-House revenues 52,052 41,420 27,178 120,650 — 120,650 Other revenues 18,706 15,269 1,117 35,092 24,362 59,454 Total segment revenue 112,301 80,386 38,607 231,294 35,159 266,453 Elimination of equity accounted revenue ( 4,209 ) ( 1,656 ) ( 5,379 ) ( 11,244 ) — ( 11,244 ) Consolidated revenue $ 108,092 $ 78,730 $ 33,228 $ 220,050 $ 35,159 $ 255,209 For the 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 29,292 $ 17,171 $ 6,974 $ 53,437 $ 7,858 $ 61,295 In-House revenues 41,067 38,038 11,908 91,013 — 91,013 Other revenues 15,571 12,271 648 28,490 20,457 48,947 Total segment revenue 85,930 67,480 19,530 172,940 28,315 201,255 Elimination of equity accounted revenue ( 3,437 ) ( 1,804 ) ( 4,006 ) ( 9,247 ) — ( 9,247 ) Consolidated revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA: For the 13 Weeks Ended April 2, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 108,092 $ 78,730 $ 33,228 $ 220,050 $ 35,159 $ 255,209 Total segment operating expenses ( 83,172 ) ( 63,284 ) ( 33,394 ) ( 179,850 ) ( 38,663 ) ( 218,513 ) Share of equity method investments adjusted EBITDA 803 180 885 1,868 — 1,868 Reportable segments adjusted EBITDA 25,723 15,626 719 42,068 ( 3,504 ) 38,564 Unallocated corporate overhead ( 10,125 ) Consolidated adjusted EBITDA 28,439 Depreciation and amortization ( 24,464 ) Interest expense, net ( 18,701 ) Income tax benefit 171 Gain on sale of property and other, net 681 Share of income of equity method investments 871 Foreign exchange 13,013 Pre-opening expenses ( 4,994 ) Non-cash rent ( 2,776 ) Deferred registration fees, net 461 Share of equity method investments adjusted EBITDA ( 1,868 ) Share-based compensation expense ( 5,846 ) Other expenses, net ( 1,003 ) Net income (loss) $ ( 16,016 ) For 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 Total segment operating expenses ( 63,512 ) ( 52,225 ) ( 20,856 ) ( 136,593 ) ( 33,971 ) ( 170,564 ) Share of equity method investments adjusted EBITDA 585 183 571 1,339 — 1,339 Reportable segments adjusted EBITDA 19,566 13,634 ( 4,761 ) 28,439 ( 5,656 ) 22,783 Unallocated corporate overhead ( 10,869 ) Consolidated adjusted EBITDA 11,914 Depreciation and amortization ( 22,831 ) Interest expense, net ( 15,717 ) Income tax benefit 452 Gain on sale of property and other, net 1,663 Share of income of equity method investments 398 Foreign exchange ( 17,074 ) Pre-opening expenses ( 4,032 ) Non-cash rent ( 3,403 ) Deferred registration fees, net ( 2,389 ) Share of equity method investments adjusted EBITDA ( 1,339 ) Share-based compensation expense ( 7,803 ) Other expenses, net (1) ( 465 ) Net income (loss) $ ( 60,626 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 Net income (loss) $ ( 16,016 ) $ ( 60,626 ) Depreciation and amortization 24,464 22,831 Interest expense, net 18,701 15,717 Income tax benefit ( 171 ) ( 452 ) EBITDA 26,978 ( 22,530 ) Gain on sale of property and other, net ( 681 ) ( 1,663 ) Share of income of equity method investments ( 871 ) ( 398 ) Foreign exchange (gain) loss, net ( 13,013 ) 17,074 Pre-opening expenses (1) 4,994 4,032 Non-cash rent 2,776 3,403 Deferred registration fees, net ( 461 ) 2,389 Share of equity method investments adjusted EBITDA 1,868 1,339 Share-based compensation expense 5,846 7,803 Other expenses, net (2) 1,003 465 Adjusted EBITDA $ 28,439 $ 11,914 (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of less than $ 1 million and $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022 , respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 02, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions The amounts owed by (to) equity method investees due within one year are as follows: As of (in thousands) April 2, 2023 January 1, 2023 Soho House Toronto Partnership $ 823 $ 1,015 Raycliff Red LLP ( 4,505 ) ( 4,169 ) Mirador Barcel S.L. ( 575 ) ( 499 ) Little Beach House Barcelona S.L. ( 309 ) ( 313 ) Mimea XXI S.L. 621 477 $ ( 3,945 ) $ ( 3,489 ) Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the consolidated balance sheets. Through Soho Works 875 Washington, LLC, we are a party to a property lease agreement dated April 19, 2019 for 875 Washington Street, New York with 875 Washington Street Owner, LLC, an affiliate of Raycliff Capital, LLC controlled by a member of the SHCO board of directors. The hand over of five floors of the leased property occurred on a floor-by-floor basis resulting in multiple lease commencement dates in 2019 and 2020. The various lease contracts run for a term of 15 years until March 31, 2036 , with further options to extend. The total operating lease right-of-use asset and liability associated with this property were $ 44 million and $ 56 million, respectively, as of April 2, 2023 and $ 44 million and $ 56 million, respectively, as of January 1, 2023. The rent expense associated with this lease was $ 2 million and $ 2 million during the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. The Company is party to a property lease arrangement with The Yucaipa Companies LLC for 9100-9110 West Sunset Boulevard, Los Angeles, California. This lease runs for a term of 25 years until March 31, 2040 . The operating right-of-use asset and liability associated with this lease are $ 17 million and $ 21 million as of April 2, 2023 , respectively, and $ 17 million and $ 21 million as of January 1, 2023, respectively. Rent expense associated with this lease totaled $ 1 million and $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022, 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 137 Ludlow Gardens, LLC, an affiliate of The Yucaipa Companies LLC. This lease runs for a term of 27 years until May 31, 2046 , with options to extend for two additional five-year terms . The operating lease right-of-use asset and liability associated with this lease were $ 8 million, $ 15 million, respectively, as of April 2, 2023 and $ 9 million and $ 15 million, respectively, as of January 1, 2023. The rent expense associated with this lease was less than $ 1 million and less than $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. The Company leases the Little House West Hollywood, 8465 Hollywood Drive, West Hollywood, California, from GHWHI, LLC, an affiliate of The Yucaipa Companies LLC. 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 millio n and $ 69 million, respectively, as of April 2, 2023 and $ 65 million and $ 69 million, respectively, as of January 1, 2023. The rent expense associated with this lease totaled $ 1 million and $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. The Company leases the Tel Aviv House, 27 Yefet Street, Tel Aviv, Israel, 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 SHCO. 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 $ 22 million and $ 22 million, respectively, as of April 2, 2023 and $ 21 million and $ 22 million, respectively, as of January 1, 2023. The rent expense associated with this lease was $ 1 million and $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. The Company leases a property from GHPSI, LLC, an affiliate of The Yucaipa Companies LLC, in order to operate the Le Vallauris restaurant, 385 West Tahquitz Canyon Way, Palm Springs, California. 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 April 2, 2023 , and $ 7 million and $ 7 million, respectively as of January 1,2023. The rent expense associated with this lease was less than $ 1 million and less than $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. The Company leases a property from GHPSI, LLC in order to operate the Willows Historic Palm Springs Inn, 412 West Tahquitz Canyon Way, Palm Springs, California. GHPSI’s ultimate parent entity is GHREP, LLC, an affiliate of The Yucaipa Companie s 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 $ 14 million and $ 14 million, respectively, as of April 2, 2023 and $ 14 million and $ 14 million, respectively, as of January 1, 2023. The rent expense associated with this lease was less than $ 1 million for the 13 weeks ended April 2, 2023. The Company leases the Soho House Stockholm property located at Majorsgatan 5, Stockholm, Sweden from Majorsbol aget AB, an affiliate of The Yucaipa Companies LLC. This lease commenced on December 8, 2022. This lease runs for a term of 15 years . The operating lease right-of-use asset and liability associated with this lease were $ 28 million and $ 28 million, respectively, as of April 2, 2023 and $ 28 million and $ 28 million, respectively, as of January 1, 2023 . The rent expense associated with this lease was $ 1 million for the 13 weeks ended April 2, 2023. Ned-Soho House, LLP received management fees, development fees and cost reimbursements from The Ned totaling less than $ 1 million and less than $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. The Company received management fees from an affiliate of The Yucaipa Companies LLC related to the operations of The Ned New York, which opened in June 2022, totaling less than $ 1 million for the 13 weeks ended April 2, 2023. The Company received management fees from affiliates of the Company related to the operations of The Ned Doha, which opened in November 2022, totaling less than $ 1 million for the 13 weeks ended April 2, 2023. The Company received management fees under our hotel management contract for the operation of the LINE and Saguaro hotels from an affiliate of The Yucaipa Companies LLC. These fees amounted to $ 2 million and $ 2 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. Fees from the provision of Soho House Design services were received from affiliates of the Company totaled less than $ 1 million and less than $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022, respectively. Costs incurred on behalf of affiliates of the Company in connection to the provision of Soho House Design services totaled less than $ 1 million and less than $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022. As of April 2, 2023, the Company is owed $ 11 million, classified as other receivables within the prepaid expenses and other current assets financial statement line item, from the affiliates of The Yucaipa Companies LLC in respect of certain reimbursable payments for Houses that are under development. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 02, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Shares Issued During April 2023, the Company issued a total of 94,927 shares of Class A common stock as a result of RSU awards scheduled vesting and SARs being exercised. Miami Property Mortgage Loan In May 2023, the Company refinanced an existing term loan and mezzanine loan associated with a March 2014 corporate acquisition of Soho Beach House Miami (the "Property") with a new $ 140 million loan agreement with JP Morgan Chase Bank, National Association and Citi Real Estate Funding Inc. The loan is secured with a recorded and insured first priority mortgage on the Property and first priority security interests in all collateral related to the Property. The loan matures in June 2033 and bears interest at 6.99 %. The Company is subject to all customary loan agreement covenants, in addition to covenants relating to continuous operation of the Property at the same standard as it is operated at the time of closing and maintenance of the trademarks related to the Property. There is a covenant restricting transfer of the Company and Property except as otherwise permitted under the Agreement. The Company has classified the $ 116 million property mortgage loan as non-current as of April 2, 2023 because the Company had the intent and ability, as demonstrated via subsequently entering into the loan agreement described above, to refinance the property mortgage loan originally due for repayment in February 2024, which, prior to refinance described above, was less than 12 months from the balance sheet date. The excess proceeds of c.$ 20 million will be used for general corporate purposes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 02, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The 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. The Company's significant estimates relate to the valuation of financial instruments, equity method investments, the measurement of goodwill and intangible assets, contingent liabilities, income taxes, leases, long-lived assets and the expected breakage of house introduction credits. Although the estimates have been prepared using management's best judgment and management believes that the estimates used are reasonable, actual results could differ from those estimates and such differences could be material. 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 1, 2023. The results of operations for the 13-week periods ended April 2, 2023 and April 3, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future periods. 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. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU adds to US GAAP an impairment model (known as the current expected credit loss, or “CECL,” model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in the more timely recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument from the date of initial recognition of the financial instrument. The Company adopted ASU 2016-13 effective January 2, 2023 and concluded that adoption of this standard update did not have a material impact on either the financial position, results of operations, cash flows, or related disclosures. There was no impact on beginning balance retained earnings upon adoption of this ASU. |
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 ended April 2, 2023, the Company incurred a consolidated net loss of $ 16 million. During the 13 weeks ended April 2, 2023, the Company had a cash outflow from operations of $ 12 million. As of April 2, 2023, the Company had an accumulated deficit balance of $ 1,258 million, cash and cash equivalents of $ 154 million, and a restricted cash balance of $ 8 million. In assessing the going concern basis of preparation of the unaudited condensed consolidated financial statements for the 13 weeks ended April 2, 2023, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, and the timing of debt commitments within 12 months of the approval of these financial statements, and the continued availability of committed and accessible working capital to the Company. We have considered current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, 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, repayment of existing short-term debt, macro-economic dynamics, cost reductions, both limited and extensive, and a combination of these different scenarios. We believe that the completed working capital events, our projected cash flows and the actions available to management to further control expenditure (particularly in respect of timing of capital works and labor costs, as necessary, provide the Company with sufficient working capital (including cash and cash equivalents) to mitigate the impact of inflationary pressures and consumer confidences, subject to the following key factors: • the level of in-House sales activity (primarily sales of food and beverage) that, even after opening, may be subject to operational constraints connected with a re-emergence of any restrictions; • the continued high level of membership retention and renewals, with members continuing their current spending patterns; and • the implementation, and timely deployment, of cost containment and reductions measures that are aligned with the anticipated levels of capacity. 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 $ 87 million (see Note 12, Debt, for additional information). We also have refinanced our Soho Beach House Miami property mortgage, borrowing approximately $2 0 million of additional net funds (see Note 20, Subsequent Events, 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 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 ended April 2, 2023 . |
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. The changes in the balance of accumulated other comprehensive income loss, net of income tax, are attributable solely to the net change in the cumulative translation adjustment in each of the periods presented. |
Consolidated Variable Interes_2
Consolidated Variable Interest Entities (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of consolidated VIEs' assets and liabilities included in the condensed consolidated balance sheets | As of (in thousands) April 2, 2023 January 1, 2023 Cash and cash equivalents $ 4,919 $ 7,941 Accounts receivable 388 1,823 Inventories 15 19 Prepaid expenses and other current assets 3,289 3,283 Total current assets 8,611 13,066 Property and equipment, net 31,667 32,288 Operating lease assets 103,048 99,717 Other intangible assets, net 288 284 Other non-current assets 185 181 Total assets 143,799 145,536 Accounts payable 381 337 Accrued liabilities 6,415 8,131 Indirect and employee taxes payable 276 1,548 Current portion of debt, net of debt issuance costs 25,105 24,612 Current portion of operating lease liabilities - sites trading more than one year 5,480 4,362 Other current liabilities 4,877 4,153 Total current liabilities 42,534 43,143 Operating lease liabilities, net of current portion - sites trading more than one year 117,080 115,182 Total liabilities 159,614 158,325 Net liabilities $ ( 15,815 ) $ ( 12,789 ) |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of the company's maximum exposure to losses related to its equity method investments | For the 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 Revenues $ 11,244 $ 9,247 Operating income (loss) 2,592 ( 821 ) Net income (loss) (1) 1,809 ( 51 ) (1) The net income / (loss) shown above relates entirely to continuing operations. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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 April 2, 2023, is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2023 $ 104,784 $ 4,396 2024 143,036 5,889 2025 145,008 5,813 2026 145,877 5,813 2027 137,342 5,813 Thereafter 1,668,350 220,872 Total undiscounted lease payments 2,344,397 248,596 Present value adjustment 1,059,945 170,495 Total net lease liabilities $ 1,284,452 $ 78,101 |
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 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 34,141 ) $ ( 29,955 ) Interest payments for finance leases ( 1,365 ) ( 1,208 ) Cash flows from financing activities: Principal payments for finance leases $ ( 39 ) $ ( 127 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 33,152 $ 129,413 |
Summary of the additional information related to operating and finance leases | The following summarizes additional information related to operating and finance leases: As of April 2, 2023 April 3, 2022 Weighted-average remaining lease term Finance leases 43 years 43 years Operating leases 16 years 18 years Weighted-average discount rate Finance leases 7.29 % 7.00 % Operating leases 7.87 % 8.10 % |
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 signed but not commenced: (in thousands) Operating Fiscal year ended Construction Estimated total undiscounted lease payments Remainder of 2023 $ 2,897 2024 13,181 2025 25,879 2026 67,594 2027 72,835 Thereafter 1,250,081 Total undiscounted lease payments expected for leases signed but not commenced $ 1,432,467 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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 were unsatisfied (or partially unsatisfied) at the end of the reporting period ending April 2, 2023. (in thousands) Next twelve Future periods Membership and registration fees $ 95,798 $ 26,861 Total future revenues $ 95,798 $ 26,861 The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers: As of (in thousands) April 2, 2023 January 1, 2023 Contract receivables $ 44,460 $ 42,215 Contract assets 4,611 9,344 Contract liabilities 153,522 130,975 |
Inventories, Prepaid Expenses_2
Inventories, Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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) April 2, 2023 January 1, 2023 Amounts owed by equity method investees $ 1,444 $ 1,492 Prepayments and accrued income 35,536 27,416 Contract assets 4,611 9,344 Other receivables 69,540 52,849 Total prepaid expenses and other current assets $ 111,131 $ 91,101 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | A summary of goodwill for each of the Company’s applicable reportable segments from January 1, 2023 to April 2, 2023 is as follows: (in thousands) UK North America Europe and Total January 1, 2023 $ 89,975 $ 47,446 $ 62,225 $ 199,646 Foreign currency translation adjustment 1,799 — 871 2,670 April 2, 2023 $ 91,774 $ 47,446 $ 63,096 $ 202,316 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | The table below presents the components of accrued liabilities. As of (in thousands) April 2, 2023 January 1, 2023 Accrued interest $ 543 $ 440 Hotel deposits 17,622 11,758 Trade and other accruals 65,790 71,914 Total accrued liabilities $ 83,955 $ 84,112 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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) April 2, 2023 January 1, 2023 Senior Secured Notes, interest at 8.1764 % for the Initial Notes and 8.5 % for the Additional Notes, maturing March 2027 $ 582,365 $ 570,712 Soho Works Limited loans, unsecured, 7 % interest bearing, maturing September 2024 (see additional description below) 25,105 24,612 Other loans (see additional description below) 10,000 10,197 617,470 605,521 Less: Current portion of long-term debt ( 26,130 ) ( 25,617 ) Total long-term debt, net of current portion $ 591,340 $ 579,904 Property mortgage loans, net of debt issuance costs, are as follows: As of (in thousands) April 2, 2023 January 1, 2023 Term loan, interest at 5.34 %, maturing February 6, 2024 $ 54,696 $ 54,614 Mezzanine loan, interest at 7.25 %, maturing February 6, 2024 61,666 61,573 Total property mortgage loans $ 116,362 $ 116,187 |
Summary Of remaining loans consist | Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 3,368 7.5 % Compagnie de Phalsbourg credit facility € January 2025 5,620 7 % Greek government loan € July 2025 1,017 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 and property mortgage loans as of April 2, 2023: (in thousands) Remainder of 2023 $ 658 2024 26,446 2025 751 2026 7,411 2027 591,062 Thereafter (1) 116,373 $ 742,701 (1) In May 2023, the Company refinanced the existing Soho Beach House Miami property mortgage loan. The future principal payments related to this loan reflect the new maturity date of June 1, 2033. Refer to Note 20 Subsequent Events for further information. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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 April 2, 2023 Senior Secured Notes $ 582,365 $ 561,183 Property mortgage loans 116,362 113,945 Other loans 10,000 9,495 $ 708,727 $ 684,623 (in thousands) Carrying Value Fair Value January 1, 2023 Senior Secured Notes $ 570,712 $ 545,362 Property mortgage loans 116,187 113,066 Other loans 10,197 9,647 $ 697,096 $ 668,075 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation | Share-based compensation during the 13 weeks ended April 2, 2023 and April 3, 2022 was recorded in the consolidated statements of operations within a separate line item as shown in the following table: For the 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 SARs $ 3,578 $ 2,034 Restricted stock awards (Growth Shares) 432 655 RSUs 1,667 4,642 Employer-related payroll expense (1) 169 472 Share-based compensation expense, net of tax $ 5,846 $ 7,803 (1) Relates to employment related taxes, including employer 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 consolidated statements of cash flows . |
Loss Per Share and Shareholde_2
Loss Per Share and Shareholders' Equity (Deficit) (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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 common stock, as applicable: SHCO 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 |
Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares | SHCO Common Stock Class A Class B As of January 1, 2023 53,722,597 141,500,385 Shares issued related to share-based compensation 368,349 — As of April 2, 2023 54,090,946 141,500,385 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Segment Reporting [Abstract] | |
Summary of disaggregated revenue | The following tables present disaggregated revenue for the 13 weeks ended April 2, 2023 and April 3, 2022 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended April 2, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 41,543 $ 23,697 $ 10,312 $ 75,552 $ 10,797 $ 86,349 In-House revenues 52,052 41,420 27,178 120,650 — 120,650 Other revenues 18,706 15,269 1,117 35,092 24,362 59,454 Total segment revenue 112,301 80,386 38,607 231,294 35,159 266,453 Elimination of equity accounted revenue ( 4,209 ) ( 1,656 ) ( 5,379 ) ( 11,244 ) — ( 11,244 ) Consolidated revenue $ 108,092 $ 78,730 $ 33,228 $ 220,050 $ 35,159 $ 255,209 For the 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 29,292 $ 17,171 $ 6,974 $ 53,437 $ 7,858 $ 61,295 In-House revenues 41,067 38,038 11,908 91,013 — 91,013 Other revenues 15,571 12,271 648 28,490 20,457 48,947 Total segment revenue 85,930 67,480 19,530 172,940 28,315 201,255 Elimination of equity accounted revenue ( 3,437 ) ( 1,804 ) ( 4,006 ) ( 9,247 ) — ( 9,247 ) Consolidated revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 |
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 April 2, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 108,092 $ 78,730 $ 33,228 $ 220,050 $ 35,159 $ 255,209 Total segment operating expenses ( 83,172 ) ( 63,284 ) ( 33,394 ) ( 179,850 ) ( 38,663 ) ( 218,513 ) Share of equity method investments adjusted EBITDA 803 180 885 1,868 — 1,868 Reportable segments adjusted EBITDA 25,723 15,626 719 42,068 ( 3,504 ) 38,564 Unallocated corporate overhead ( 10,125 ) Consolidated adjusted EBITDA 28,439 Depreciation and amortization ( 24,464 ) Interest expense, net ( 18,701 ) Income tax benefit 171 Gain on sale of property and other, net 681 Share of income of equity method investments 871 Foreign exchange 13,013 Pre-opening expenses ( 4,994 ) Non-cash rent ( 2,776 ) Deferred registration fees, net 461 Share of equity method investments adjusted EBITDA ( 1,868 ) Share-based compensation expense ( 5,846 ) Other expenses, net ( 1,003 ) Net income (loss) $ ( 16,016 ) For 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 Total segment operating expenses ( 63,512 ) ( 52,225 ) ( 20,856 ) ( 136,593 ) ( 33,971 ) ( 170,564 ) Share of equity method investments adjusted EBITDA 585 183 571 1,339 — 1,339 Reportable segments adjusted EBITDA 19,566 13,634 ( 4,761 ) 28,439 ( 5,656 ) 22,783 Unallocated corporate overhead ( 10,869 ) Consolidated adjusted EBITDA 11,914 Depreciation and amortization ( 22,831 ) Interest expense, net ( 15,717 ) Income tax benefit 452 Gain on sale of property and other, net 1,663 Share of income of equity method investments 398 Foreign exchange ( 17,074 ) Pre-opening expenses ( 4,032 ) Non-cash rent ( 3,403 ) Deferred registration fees, net ( 2,389 ) Share of equity method investments adjusted EBITDA ( 1,339 ) Share-based compensation expense ( 7,803 ) Other expenses, net (1) ( 465 ) Net income (loss) $ ( 60,626 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 Net income (loss) $ ( 16,016 ) $ ( 60,626 ) Depreciation and amortization 24,464 22,831 Interest expense, net 18,701 15,717 Income tax benefit ( 171 ) ( 452 ) EBITDA 26,978 ( 22,530 ) Gain on sale of property and other, net ( 681 ) ( 1,663 ) Share of income of equity method investments ( 871 ) ( 398 ) Foreign exchange (gain) loss, net ( 13,013 ) 17,074 Pre-opening expenses (1) 4,994 4,032 Non-cash rent 2,776 3,403 Deferred registration fees, net ( 461 ) 2,389 Share of equity method investments adjusted EBITDA 1,868 1,339 Share-based compensation expense 5,846 7,803 Other expenses, net (2) 1,003 465 Adjusted EBITDA $ 28,439 $ 11,914 (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of less than $ 1 million and $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022 , respectively. 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 April 2, 2023 and January 1, 2023. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. As of (in thousands) April 2, 2023 January 1, 2023 Long-lived assets by geography North America $ 902,492 $ 901,505 United Kingdom 512,805 509,221 Europe 312,977 297,247 Asia 58,144 46,236 Total long-lived assets $ 1,786,418 $ 1,754,209 |
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 April 2, 2023 and January 1, 2023. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. As of (in thousands) April 2, 2023 January 1, 2023 Long-lived assets by geography North America $ 902,492 $ 901,505 United Kingdom 512,805 509,221 Europe 312,977 297,247 Asia 58,144 46,236 Total long-lived assets $ 1,786,418 $ 1,754,209 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
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) April 2, 2023 January 1, 2023 Soho House Toronto Partnership $ 823 $ 1,015 Raycliff Red LLP ( 4,505 ) ( 4,169 ) Mirador Barcel S.L. ( 575 ) ( 499 ) Little Beach House Barcelona S.L. ( 309 ) ( 313 ) Mimea XXI S.L. 621 477 $ ( 3,945 ) $ ( 3,489 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies- Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 09, 2022 | Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other comprehensive income foreign currency translation gain adjustment, Net of tax | $ (7,033) | $ 11,131 | ||
Net income (loss) | (16,016) | (60,626) | ||
Cash flow from operation | (12,488) | (9,575) | ||
Accumulated deficit | (1,258,364) | $ (1,242,412) | ||
Cash and cash equivalents at carrying value | 153,820 | 277,196 | 182,115 | |
Restricted cash | 8,400 | $ 7,806 | $ 7,928 | |
Line of Credit Facility, Current Borrowing Capacity | $ 0 | |||
Cash flow forecast, period | 12 months | |||
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 | $ 87,000 | |||
Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net income (loss) | $ 16,000 | |||
Cash flow from operation | 12,000 | |||
Cash and cash equivalents at carrying value | 154,000 | |||
Restricted cash | $ 8,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | ||||
Aug. 31, 2020 USD ($) | Apr. 02, 2023 USD ($) | Apr. 03, 2022 USD ($) | Jan. 01, 2023 USD ($) | Mar. 29, 2022 USD ($) | Mar. 29, 2022 GBP (£) | |
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents at carrying value | $ 153,820 | $ 277,196 | $ 182,115 | |||
Operating lease assets | 1,118,819 | 1,085,579 | ||||
Operating lease right-of-use asset and associated lease liability | 33,152 | 129,413 | ||||
Business combination, Recognized goodwill | 202,316 | $ 199,646 | ||||
Material property, plant and equipment | $ 12,000 | $ 22,000 | ||||
Soho Restaurants Limited [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents at carrying value | $ 1,000 | $ 2,000 | £ 1 | |||
Business combination, Recognized net working capital liabilities | 5,000 | |||||
Operating lease assets | 11,000 | |||||
Non-controlling interest | 2,000 | |||||
Recognized intangible assets | 0 | |||||
Noncontrolling deficit | $ 2,000 | |||||
Business combination, Change in fair value of consideration | 0 | |||||
Material property, plant and equipment | 0 | |||||
Soho Restaurants Limited [Member] | General and Administrative Expense [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Provision for loan, lease, and other losses | $ 5,000 |
Consolidated Variable Interes_3
Consolidated Variable Interest Entities - Summary of Consolidated VIEs' Assets and Liabilities Included in The Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 | Apr. 03, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | $ 153,820 | $ 182,115 | $ 277,196 |
Accounts receivable | 44,460 | 42,215 | |
Inventories | 57,396 | 57,848 | |
Prepaid expenses and other current assets | 111,131 | 91,101 | |
Total current assets | 375,207 | 381,207 | |
Property and equipment, net | 644,743 | 647,001 | |
Operating lease assets | 1,118,819 | 1,085,579 | |
Other intangible assets, net | 127,164 | 125,968 | |
Other non-current assets | 5,147 | 6,571 | |
Total assets | 2,496,553 | 2,467,896 | |
Accounts payable | 72,585 | 80,741 | |
Accrued liabilities | 83,955 | 84,112 | |
Indirect and employee taxes payable | 34,262 | 38,088 | |
Current portion of debt, net of debt issuance costs | 26,130 | 25,617 | |
Other current liabilities | 33,519 | 36,019 | |
Total current liabilities | 398,092 | 395,800 | |
Total liabilities | 2,529,691 | 2,483,272 | |
Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | 4,919 | 7,941 | |
Accounts receivable | 388 | 1,823 | |
Inventories | 15 | 19 | |
Prepaid expenses and other current assets | 3,289 | 3,283 | |
Total current assets | 8,611 | 13,066 | |
Property and equipment, net | 31,667 | 32,288 | |
Operating lease assets | 103,048 | 99,717 | |
Other intangible assets, net | 288 | 284 | |
Other non-current assets | 185 | 181 | |
Total assets | 143,799 | 145,536 | |
Accounts payable | 381 | 337 | |
Accrued liabilities | 6,415 | 8,131 | |
Indirect and employee taxes payable | 276 | 1,548 | |
Current portion of debt, net of debt issuance costs | 25,105 | 24,612 | |
Other current liabilities | 4,877 | 4,153 | |
Total current liabilities | 42,534 | 43,143 | |
Total liabilities | 159,614 | 158,325 | |
Net assets | (15,815) | (12,789) | |
Sites Trading Less Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities - sites trading more than one year | 5,732 | 4,176 | |
Operating lease liabilities, net of current portion - sites trading more than one year | 193,236 | 227,158 | |
Sites Trading Less Than One Year [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities - sites trading more than one year | 5,480 | 4,362 | |
Sites Trading More Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities - sites trading more than one year | 37,518 | 35,436 | |
Operating lease liabilities, net of current portion - sites trading more than one year | 1,047,966 | 982,306 | |
Sites Trading More Than One Year [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Operating lease liabilities, net of current portion - sites trading more than one year | $ 117,080 | $ 115,182 |
Consolidated Variable Interes_4
Consolidated Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 29, 2017 | Apr. 02, 2023 | Jan. 01, 2023 | Apr. 03, 2022 |
Consolidated Variable Interest Entities [Line Items] | ||||
Cash and cash equivalents | $ 153,820 | $ 182,115 | $ 277,196 | |
Operating Lease, Right-of-Use Asset | $ 1,118,819 | $ 1,085,579 | ||
Soho Works Limited [Member] | ||||
Consolidated Variable Interest Entities [Line Items] | ||||
Granted Option To Subscribe For Individuals | 30% | |||
Equity Method Investment, Ownership Percentage | 100% | |||
Common Stock, Voting Rights | 50% | |||
Equity Option [Member] | Soho Works Limited [Member] | ||||
Consolidated Variable Interest Entities [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 70% |
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 | ||
Apr. 02, 2023 | Apr. 03, 2022 | ||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||
Revenues | $ 255,209 | $ 192,008 | |
Operating income (loss) | 962 | (47,422) | |
Net income (loss) | (16,016) | (60,626) | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||
Revenues | 11,244 | 9,247 | |
Operating income (loss) | 2,592 | (821) | |
Net income (loss) | [1] | $ 1,809 | $ (51) |
[1] The net income / (loss) shown above relates entirely to continuing operations. |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Apr. 02, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Equity method investment | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) | 3 Months Ended | ||
Apr. 02, 2023 USD ($) Number | Apr. 03, 2022 USD ($) | Jan. 01, 2023 USD ($) | |
New units subject to operating lease | 13 | ||
Finance leases, Term of contract | 50 years | ||
Operating leases, Option to extend | multiple | ||
Number of units under Finance lease | Number | 3 | ||
Finance leases, Renewal term | 25 years | ||
Number of units subject to operating lease | Number | 115 | ||
Finance lease liabilities, Non current | $ 78,101,000 | $ 76,638,000 | |
Operating leases, Rental expenses | 36,000,000 | $ 34,000,000 | |
Finance lease assets, Amortization expense | 1,000,000 | 1,000,000 | |
Finance lease, Interest expense | 1,000,000 | $ 1,000,000 | |
Operating lease liability, Payments due | $ 2,344,397,000 | ||
Operating lease, Weighted average remaining lease term | 16 years | 18 years | |
Minimum [Member] | |||
Operating leases, Term of contract | 1 year | ||
Operating leases, Renewal term | 5 years | ||
Maximum [Member] | |||
Operating leases, Term of contract | 30 years | ||
Operating leases, Renewal term | 10 years | ||
2023 [Member] | |||
Operating lease liability, Payments due | $ 427,000,000 | ||
Operating lease, Weighted average remaining lease term | 23 years | ||
2024 [Member] | |||
Operating lease liability, Payments due | $ 251,000,000 | ||
Operating lease, Weighted average remaining lease term | 19 years | ||
2026 [Member] | |||
Operating lease liability, Payments due | $ 754,000,000 | ||
Operating lease, Weighted average remaining lease term | 16 years |
Leases - Summary of The Maturit
Leases - Summary of The Maturity of The Company's Operating and Finance Lease Liabilities (Detail) $ in Thousands | Apr. 02, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Remainder of 2023 | $ 104,784 |
2024 | 143,036 |
2025 | 145,008 |
2026 | 145,877 |
2027 | 137,342 |
Thereafter | 1,668,350 |
Total undiscounted lease payments | 2,344,397 |
Present value adjustment | 1,059,945 |
Total net lease liabilities | 1,284,452 |
Remainder of 2023 | 4,396 |
2024 | 5,889 |
2025 | 5,813 |
2026 | 5,813 |
2027 | 5,813 |
Thereafter | 220,872 |
Total undiscounted lease payments | 248,596 |
Present value adjustment | 170,495 |
Total net lease liabilities | $ 78,101 |
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 | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ (34,141) | $ (29,955) |
Interest payments for finance leases | (1,365) | (1,208) |
Cash flows from financing activities: | ||
Principal payments for finance leases | (39) | (127) |
Supplemental disclosures of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | $ 33,152 | $ 129,413 |
Leases - Summary of The Additio
Leases - Summary of The Additional Information Related to Operating and Finance Leases (Detail) | Apr. 02, 2023 | Apr. 03, 2022 |
Weighted-average remaining lease term | ||
Finance leases | 43 years | 43 years |
Operating leases | 16 years | 18 years |
Weighted-average discount rate | ||
Finance leases | 7.29% | 7% |
Operating leases | 7.87% | 8.10% |
Leases - Summary of The Company
Leases - Summary of The Company's Estimated Future Undiscounted Lease Payments For Current Leases (Detail) $ in Thousands | Apr. 02, 2023 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 2,897 |
2024 | 13,181 |
2025 | 25,879 |
2026 | 67,594 |
2027 | 72,835 |
Thereafter | 1,250,081 |
Total undiscounted lease payments expected for leases signed but not commenced | $ 1,432,467 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) $ in Thousands | 3 Months Ended |
Apr. 02, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | $ 95,798 |
Future [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | 26,861 |
Membership And Registration Fees [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | 95,798 |
Membership And Registration Fees [Member] | Future [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | $ 26,861 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract Receivables, Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Revenue Recognition [Abstract] | ||
Contract receivables | $ 44,460 | $ 42,215 |
Contract assets | 4,611 | 9,344 |
Contract liabilities | $ 153,522 | $ 130,975 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Revenue Recognition [Abstract] | ||
Revenue recognized, contract liability | $ 26 | $ 22 |
Inventories, Prepaid Expenses_3
Inventories, Prepaid Expenses and Other Current Assets - Prepaid Expenses And Other Current Assets (Detail) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Amounts owed by equity method investees | $ 1,444 | $ 1,492 |
Prepayments and accrued income | 35,536 | 27,416 |
Contract assets | 4,611 | 9,344 |
Other receivables | 69,540 | 52,849 |
Total prepaid expenses and other current assets | $ 111,131 | $ 91,101 |
Inventories, Prepaid Expenses_4
Inventories, Prepaid Expenses and Other Current Assets - Additional Information (Detail) - USD ($) $ in Millions | Apr. 02, 2023 | Jan. 01, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Raw materials and service stock and supplies | $ 26 | $ 19 |
Finished goods | $ 31 | $ 39 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Material property, plant and equipment | $ 12 | $ 22 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Apr. 02, 2023 USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 199,646 |
Foreign currency translation adjustment | 2,670 |
Ending balance | 202,316 |
UK [Member] | |
Goodwill [Line Items] | |
Beginning balance | 89,975 |
Foreign currency translation adjustment | 1,799 |
Ending balance | 91,774 |
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 | 62,225 |
Foreign currency translation adjustment | 871 |
Ending balance | $ 63,096 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Accrued Liabilities [Abstract] | ||
Accrued interest | $ 543 | $ 440 |
Hotel deposits | 17,622 | 11,758 |
Trade and other accruals | 65,790 | 71,914 |
Total accrued liabilities | $ 83,955 | $ 84,112 |
Debt - Summary of Property Mort
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Detail) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 | Feb. 28, 2019 |
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | $ 617,470 | $ 605,521 | |
Less: Current portion of long-term debt | (26,130) | (25,617) | |
Total long-term debt, net of current portion | 591,340 | 579,904 | |
Senior Notes [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 582,365 | 570,712 | |
Soho Works Limited loans [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 25,105 | 24,612 | |
Other Loans [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 10,000 | 10,197 | |
Mortgages [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | 116,362 | 116,187 | |
Mortgages [Member] | Term Loam [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | 54,696 | 54,614 | |
Mortgages [Member] | Subordinated Debt [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | $ 61,666 | $ 61,573 | $ 62,000 |
Debt - Summary of Property Mo_2
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended | |||
Apr. 01, 2020 | Apr. 02, 2023 | Jan. 01, 2023 | May 31, 2023 | Feb. 28, 2019 | |
Short-Term Debt [Line Items] | |||||
Interest rate | 6.99% | ||||
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] | |||||
Interest rate | 6.99% | ||||
Mortgages [Member] | Term Loam [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 5.34% | 5.34% | |||
Debt Instrument, Maturity Date | Feb. 06, 2024 | Feb. 06, 2024 | |||
Mortgages [Member] | Subordinated Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 7.25% | 7.25% | 7.25% | ||
Debt Instrument, Maturity Date | Feb. 06, 2024 | Feb. 06, 2024 | |||
Unsecured Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest rate | 7% | 7% | |||
Debt Instrument, Maturity Date | Sep. 30, 2024 | Sep. 30, 2024 | |||
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 | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||
May 31, 2023 | Apr. 03, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 09, 2022 USD ($) | Apr. 01, 2020 USD ($) | Feb. 28, 2019 USD ($) | Dec. 31, 2017 | Apr. 02, 2023 USD ($) | Apr. 02, 2023 GBP (£) | Apr. 03, 2022 USD ($) | Jan. 01, 2023 USD ($) | Apr. 02, 2023 GBP (£) | Jan. 01, 2023 GBP (£) | Apr. 02, 2022 GBP (£) | Jun. 01, 2021 USD ($) | Jun. 01, 2021 GBP (£) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 GBP (£) | Mar. 31, 2021 EUR (€) | Apr. 01, 2020 GBP (£) | Dec. 05, 2019 USD ($) | Dec. 05, 2019 GBP (£) | Jan. 01, 2018 USD ($) | Jan. 01, 2018 GBP (£) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Letter of guarantee | $ 5,000 | $ 5,000 | £ 4 | £ 4 | ||||||||||||||||||||
Interest Expense | 18,701 | $ 15,717 | ||||||||||||||||||||||
Consolidated Adjusted EBITDA | $ 28,439 | $ 11,914 | ||||||||||||||||||||||
Revolving credit facility maturity date extend description | The Second Amendment amends the Revolving Credit Facility to extend the maturity date from January 25, 2023 to January 25, 2024. On November 10, 2022, Soho House Bond Limited, entered into the Third Amended and Restated Revolving Facility Agreement (the “Third Amendment”), which further 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. In addition, the Third Amendment provides that from March 2023 we are required to maintain certain leverage covenants (as defined in the Revolving Credit Facility) which are applicable when 40% or more of the facility is drawn. | The Second Amendment amends the Revolving Credit Facility to extend the maturity date from January 25, 2023 to January 25, 2024. On November 10, 2022, Soho House Bond Limited, entered into the Third Amended and Restated Revolving Facility Agreement (the “Third Amendment”), which further 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. In addition, the Third Amendment provides that from March 2023 we are required to maintain certain leverage covenants (as defined in the Revolving Credit Facility) which are applicable when 40% or more of the facility is drawn. | ||||||||||||||||||||||
Interest rate | 6.99% | |||||||||||||||||||||||
Long-term Debt | $ 617,470 | 605,521 | ||||||||||||||||||||||
Senior secured notes | $ 295,000 | € 62 | ||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | June 2033 | |||||||||||||||||||||||
Soho Works Limited [Member] | Related Party Loans [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit additional borrowing capacity | 3,000 | £ 3 | ||||||||||||||||||||||
Interest Expense | $ 1,000 | 1,000 | ||||||||||||||||||||||
Carrying amount of the term loan | $ 25,000 | $ 21,000 | £ 20 | £ 16 | ||||||||||||||||||||
Fixed rate borrowings [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Weighted-average interest rate | 8% | 8% | 8% | 8% | ||||||||||||||||||||
Floating Rate borrowings [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Weighted-average interest rate | 0% | 0% | 0% | 0% | ||||||||||||||||||||
Development Funding Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest Expense | $ 1,000 | |||||||||||||||||||||||
Interest rate | 7.90% | 7.90% | ||||||||||||||||||||||
Other Commitment | $ 12,000 | £ 9 | ||||||||||||||||||||||
Mortgages [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest Expense | 2,000 | $ 2,000 | ||||||||||||||||||||||
Interest rate | 6.99% | |||||||||||||||||||||||
Property Mortgage Loans | $ 116,362 | $ 116,187 | ||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | June 2033 | February 2024 | ||||||||||||||||||||||
Mortgages [Member] | Soho Works Limited [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 29, 2023 | |||||||||||||||||||||||
Interest rate | 7% | |||||||||||||||||||||||
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. 06, 2024 | Feb. 06, 2024 | Feb. 06, 2024 | |||||||||||||||||||||
Interest rate | 7.25% | 7.25% | 7.25% | 7.25% | 7.25% | |||||||||||||||||||
Property Mortgage Loans | $ 62,000 | $ 61,666 | $ 61,573 | |||||||||||||||||||||
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 | 87,000 | $ 87,000 | £ 71 | £ 71 | ||||||||||||||||||||
Interest Expense | 1,000 | 1,000 | ||||||||||||||||||||||
Consolidated Adjusted EBITDA | $ 39,000 | £ 32 | ||||||||||||||||||||||
Greek Street Loan [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Line of credit facility | $ 7,000 | £ 5 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2028 | Jan. 31, 2028 | ||||||||||||||||||||||
Interest rate | 7.50% | 7.50% | 7.50% | 7.50% | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,368 | |||||||||||||||||||||||
Secured Debt [Member] | Additional Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Value of option exercised | $ 100,000 | |||||||||||||||||||||||
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 | $ 13,000 | $ 10,000 | ||||||||||||||||||||||
Secured Debt [Member] | Soho House Hong Kong Loan [Member] | Initial Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate | 2.0192% | |||||||||||||||||||||||
Debt instrument basis rate | 6.1572% | |||||||||||||||||||||||
Secured Debt [Member] | Soho House Hong Kong Loan [Member] | Additional Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest rate | 2.125% | |||||||||||||||||||||||
Senior secured notes | $ 100,000 | |||||||||||||||||||||||
Debt instrument basis rate | 6.375% |
Debt - Summary Of Remaining Loa
Debt - Summary Of Remaining Loans Consist (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2023 | Oct. 03, 2021 | May 31, 2023 | Jan. 01, 2018 | |
Debt Instrument [Line Items] | ||||
Applicable interest rate as of July 4, 2021 | 6.99% | |||
Greek Street Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Currency | £ | |||
Maturity date | Jan. 31, 2028 | |||
Principal balance as of July 4, 2021 | $ 3,368 | |||
Applicable interest rate as of July 4, 2021 | 7.50% | 7.50% | ||
Compagnie De Phalsbourg Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Currency | € | |||
Maturity date | Jan. 31, 2025 | |||
Principal balance as of July 4, 2021 | $ 5,620 | |||
Applicable interest rate as of July 4, 2021 | 7% | |||
Optima Bank Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Currency | € | |||
Greek Government Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Currency | € | |||
Maturity date | Jul. 31, 2025 | |||
Principal balance as of July 4, 2021 | $ 1,017 | |||
Applicable interest rate as of July 4, 2021 | 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 | Apr. 02, 2023 USD ($) | |
Debt Instruments [Abstract] | ||
Remainder of 2023 | $ 658 | |
2024 | 26,446 | |
2025 | 751 | |
2026 | 7,411 | |
2027 | 591,062 | |
Thereafter | 116,373 | [1] |
Total | $ 742,701 | |
[1] In May 2023, the Company refinanced the existing Soho Beach House Miami property mortgage loan. The future principal payments related to this loan reflect the new maturity date of June 1, 2033. Refer to Note 20 Subsequent Events for further information. |
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 | Apr. 02, 2023 | Jan. 01, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 708,727 | $ 697,096 |
Fair Value | 684,623 | 668,075 |
Senior Secured Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 582,365 | 570,712 |
Fair Value | 561,183 | 545,362 |
Property mortgage loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 116,362 | 116,187 |
Fair Value | 113,945 | 113,066 |
Other Loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 10,000 | 10,197 |
Fair Value | $ 9,495 | $ 9,647 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
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 | ||
Apr. 02, 2023 | Apr. 03, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 5,846 | $ 7,803 | |
Share-based compensation expense, net of tax | 5,846 | 7,803 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 3,578 | 2,034 | |
Growth Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 432 | 655 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,667 | 4,642 | |
Employer-related payroll expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total share-based compensation expense | [1] | $ 169 | $ 472 |
[1] Relates to employment related taxes, including employer 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 consolidated statements of cash flows |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2022 | Jul. 31, 2021 | Aug. 31, 2020 | Apr. 02, 2023 | Apr. 02, 2023 | Jan. 01, 2023 | |
2020 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation grants in period, gross | 9,978,143 | |||||
Award grants | 9,978,143 | |||||
2021 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation grants in period, gross | 12,107,333 | |||||
Award grants | 12,107,333 | |||||
Common stock reserved for future issuance | 4,783,373 | 4,783,373 | ||||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based payment nonvested award, cost not yet recognized | $ 7 | $ 7 | ||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 1 year 5 months 1 day | |||||
Modified Excercise Prices | $ 4 | |||||
Stock Appreciation Rights (SARs) [Member] | 2020 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation options outstanding number | 5,138,118 | 5,138,118 | 5,290,719 | |||
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 | |||||
Stock Appreciation Rights (SARs) [Member] | 2021 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation grants in period, gross | 3,113,109 | |||||
Share-based compensation options outstanding number | 3,031,240 | 3,031,240 | ||||
Award grants | 3,113,109 | |||||
Growth Shares [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based payment nonvested award, cost not yet recognized | $ 1 | $ 1 | ||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 1 year | |||||
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] | ||||||
Share-based payment nonvested award, cost not yet recognized | $ 13 | $ 13 | ||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 2 years 1 month 20 days | |||||
Restricted Stock Units (RSUs) [Member] | 2021 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation options outstanding number | 2,681,852 | 2,681,852 | 2,998,865 | |||
SHCO Restricted Stock [Member] | 2021 Equity And Incentive Plan [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Share-based compensation options outstanding number | 146,575 | 146,575 | 146,574 | |||
Type I modifications [Member] | ||||||
Share Based Compensation [Line Items] | ||||||
Modifiction Fair Value | $ 2.2 | |||||
Incremental Modified Fair Value | $ 1.5 |
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) - shares | 3 Months Ended | |||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | Jan. 02, 2022 | |
Soho House Holdings Limited SHHL [Member] | Redeemable Class C Common Stock [Member] | ||||
Shares, Outstanding | 61,211,748 | 61,029,730 | ||
Issuance of SHHL redeemable C ordinary shares, Shares | (324,972) | |||
RSUs vested | 506,990 | |||
Ending Balance, Shares | 61,211,748 | |||
Soho House Holdings Limited SHHL [Member] | Common Class B [Member] | ||||
Shares, Outstanding | 141,500,385 | 141,500,385 | ||
Issuance of SHHL redeemable C ordinary shares, Shares | 0 | |||
RSUs vested | 0 | |||
Ending Balance, Shares | 141,500,385 | |||
MCG Common Stock [Member] | Common Class A [Member] | ||||
Shares, Outstanding | 54,090,946 | 53,722,597 | ||
Stock Repurchased During Period, Shares | (368,349) | |||
Ending Balance, Shares | 54,090,946 | |||
MCG Common Stock [Member] | Common Class B [Member] | ||||
Shares, Outstanding | 141,500,385 | 141,500,385 | ||
Stock Repurchased During Period, Shares | 0 | |||
Ending Balance, Shares | 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 ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net loss attributable to Membership Collective Group Inc. | $ (15,952) | $ (60,479) |
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 | ||
Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | |
Class of Stock [Line Items] | |||
Common Stock, Value, Issued | $ 2,041 | $ 2,037 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.01 | $ 0.01 | |
Common stock shares voting rights | one vote | ||
Stock repurchase program | $ 50,000 | ||
Common stock shares outstanding | 54,090,946 | 53,722,597 | |
Common stock shares issued | 62,558,066 | 62,189,717 | |
Share repurchase | 324,972 | ||
Share Repurchase Value | $ 3,000 | $ 50,000 | |
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 | |
Common stock shares voting rights | 10 votes | ||
Common stock shares outstanding | 141,500,385 | 141,500,385 | |
Common stock shares issued | 141,500,385 | 141,500,385 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 02, 2023 | Apr. 03, 2022 | Apr. 02, 2022 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | 1% | 0.74% | |
Effective Income tax rate reconciliation, foreign income tax rate differential, percent | 21% | ||
Increase decrease in unrecognized tax benefits | $ 7 | ||
Increase decrease in net deferred tax assets, before valuation allowance | $ 1 |
Segments - Additional Informati
Segments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Segment Reporting Information [Line Items] | ||
Operating Expenses | $ (218,513) | $ (170,564) |
Consolidated Segment Revenue | 255,209 | 192,008 |
Membership Credit [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating Expenses | $ 1,000 | $ 1,000 |
Segments - Summary of Disaggreg
Segments - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | $ 255,209 | $ 192,008 |
Total segment revenue | 266,453 | 201,255 |
North America [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 108,092 | 82,493 |
Total segment revenue | 112,301 | 85,930 |
UK [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 78,730 | 65,676 |
Total segment revenue | 80,386 | 67,480 |
Europe ROW [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 33,228 | 15,524 |
Total segment revenue | 38,607 | 19,530 |
Reportable Segment [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 220,050 | 163,693 |
Total segment revenue | 231,294 | 172,940 |
All Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 35,159 | 28,315 |
Total segment revenue | 35,159 | 28,315 |
Membership Revenue [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 86,349 | 61,295 |
Membership Revenue [Member] | North America [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 41,543 | 29,292 |
Membership Revenue [Member] | UK [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 23,697 | 17,171 |
Membership Revenue [Member] | Europe ROW [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 10,312 | 6,974 |
Membership Revenue [Member] | Reportable Segment [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 75,552 | 53,437 |
Membership Revenue [Member] | All Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 10,797 | 7,858 |
In House Revenue [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 120,650 | 91,013 |
In House Revenue [Member] | North America [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 52,052 | 41,067 |
In House Revenue [Member] | UK [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 41,420 | 38,038 |
In House Revenue [Member] | Europe ROW [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 27,178 | 11,908 |
In House Revenue [Member] | Reportable Segment [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 120,650 | 91,013 |
In House Revenue [Member] | All Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 0 | 0 |
Other Revenue [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 59,454 | 48,947 |
Other Revenue [Member] | North America [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 18,706 | 15,571 |
Other Revenue [Member] | UK [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 15,269 | 12,271 |
Other Revenue [Member] | Europe ROW [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 1,117 | 648 |
Other Revenue [Member] | Reportable Segment [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 35,092 | 28,490 |
Other Revenue [Member] | All Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | 24,362 | 20,457 |
Elimination Of Equity Accounted Revenue [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | (11,244) | (9,247) |
Elimination Of Equity Accounted Revenue [Member] | North America [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | (4,209) | (3,437) |
Elimination Of Equity Accounted Revenue [Member] | UK [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | (1,656) | (1,804) |
Elimination Of Equity Accounted Revenue [Member] | Europe ROW [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | (5,379) | (4,006) |
Elimination Of Equity Accounted Revenue [Member] | Reportable Segment [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | (11,244) | (9,247) |
Elimination Of Equity Accounted Revenue [Member] | All Other [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Consolidated revenue | $ 0 | $ 0 |
Segments - Summary of Reconcili
Segments - Summary of Reconciliation of Reportable Segment Adjusted EBITDA to Total Consolidated Segment Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Apr. 02, 2023 | Apr. 03, 2022 | Apr. 03, 2022 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | $ 255,209 | $ 192,008 | ||
Total segment operating expenses | (218,513) | (170,564) | ||
Share of equity method investments adjusted EBITDA | 1,868 | 1,339 | ||
Reportable segments adjusted EBITDA | 38,564 | 22,783 | ||
Unallocated corporate overhead | (10,125) | (10,869) | ||
Consolidated adjusted EBITDA | 28,439 | 11,914 | ||
Depreciation and amortization | (24,464) | (22,831) | ||
Interest expense, net | (18,701) | (15,717) | ||
Income tax benefit | 171 | 452 | ||
Gain on sale of property and other, net | 681 | $ 1,663 | 1,663 | |
Share of loss of equity method investments | 871 | 398 | ||
Foreign exchange loss, net | 13,013 | (17,074) | ||
Pre-opening expenses | (4,994) | (4,032) | ||
Non-cash rent | (2,776) | (3,403) | ||
Deferred registration fees, net | 461 | (2,389) | ||
Share of equity method investments adjusted EBITDA | (1,868) | (1,339) | ||
Share-based compensation expense | (5,846) | (7,803) | ||
Share-based compensation expense, net of tax | 5,846 | 7,803 | ||
Other expenses, net | (1,003) | (465) | ||
Net income (loss) | (16,016) | (60,626) | ||
North America [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 108,092 | 82,493 | ||
Total segment operating expenses | (83,172) | (63,512) | ||
Share of equity method investments adjusted EBITDA | 803 | 585 | ||
Reportable segments adjusted EBITDA | 25,723 | 19,566 | ||
UK [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 78,730 | 65,676 | ||
Total segment operating expenses | (63,284) | (52,225) | ||
Share of equity method investments adjusted EBITDA | 180 | 183 | ||
Reportable segments adjusted EBITDA | 15,626 | 13,634 | ||
Europe ROW [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 33,228 | 15,524 | ||
Total segment operating expenses | (33,394) | (20,856) | ||
Share of equity method investments adjusted EBITDA | 885 | 571 | ||
Reportable segments adjusted EBITDA | 719 | (4,761) | ||
Reportable Segment [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 220,050 | 163,693 | ||
Total segment operating expenses | (179,850) | (136,593) | ||
Share of equity method investments adjusted EBITDA | 1,868 | 1,339 | ||
Reportable segments adjusted EBITDA | 42,068 | 28,439 | ||
Consolidated adjusted EBITDA | 28,439 | (11,914) | ||
Depreciation and amortization | 24,464 | 22,831 | ||
Interest expense, net | 18,701 | 15,717 | ||
Income tax benefit | (171) | (452) | ||
EBITDA | 26,978 | (22,530) | ||
Gain on sale of property and other, net | (681) | (1,663) | ||
Share of loss of equity method investments | (871) | (398) | ||
Foreign exchange loss, net | (13,013) | 17,074 | ||
Pre-opening expenses | [1] | 4,994 | 4,032 | |
Non-cash rent | 2,776 | 3,403 | ||
Deferred registration fees, net | (461) | 2,389 | ||
Share of equity method investments adjusted EBITDA | 1,868 | 1,339 | ||
Share-based compensation expense, net of tax | 5,846 | 7,803 | ||
Other expenses, net | [2] | 1,003 | 465 | |
Net income (loss) | (16,016) | (60,626) | ||
All Other [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total consolidated segment revenue | 35,159 | 28,315 | ||
Total segment operating expenses | (38,663) | (33,971) | ||
Share of equity method investments adjusted EBITDA | 0 | 0 | ||
Reportable segments adjusted EBITDA | $ (3,504) | $ (5,656) | ||
[1] The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. 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 less than $ 1 million and $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022 , respectively. |
Segments - Summary of Long-live
Segments - Summary of Long-lived Asset Information By Geographic Area (Detail) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 1,786,418 | $ 1,754,209 |
UNITED KINGDOM | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 512,805 | 509,221 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 902,492 | 901,505 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 312,977 | 297,247 |
Non-US [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 58,144 | $ 46,236 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Apr. 02, 2023 | Apr. 02, 2023 | Apr. 03, 2022 | Jan. 01, 2023 | Sep. 15, 2022 | Jun. 01, 2021 | May 03, 2019 | Apr. 19, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | $ 1,118,819 | $ 1,118,819 | $ 1,085,579 | |||||
Operating Lease, Liability | 1,284,452 | 1,284,452 | ||||||
Operating Leases, Rent Expense | $ 36,000 | $ 34,000 | ||||||
Lessee, Operating Lease, Option to Extend | multiple | |||||||
Revenues | $ 255,209 | $ 192,008 | ||||||
Raycliff Capital LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Dec. 15, 2039 | |||||||
Operating Lease, Right-of-Use Asset | 22,000 | 22,000 | 21,000 | |||||
Operating Lease, Liability | 22,000 | 22,000 | $ 22,000 | |||||
Operating Leases, Rent Expense | 1,000 | $ 1,000 | ||||||
Lessee, Operating Lease, Term of Contract | 19 years | |||||||
Soho Works Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Mar. 31, 2036 | |||||||
Operating Lease, Right-of-Use Asset | 44,000 | 44,000 | $ 44,000 | |||||
Operating Lease, Liability | 56,000 | 56,000 | 56,000 | |||||
Operating Leases, Rent Expense | $ 2,000 | 2,000 | ||||||
Lessee, Operating Lease, Term of Contract | 15 years | |||||||
Yucaipa Companies LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Mar. 31, 2040 | |||||||
Operating Lease, Right-of-Use Asset | 17,000 | $ 17,000 | 17,000 | |||||
Operating Lease, Liability | $ 21,000 | 21,000 | 21,000 | |||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | ||||||
Lessee, Operating Lease, Term of Contract | 25 years | 25 years | ||||||
Due to Related Parties, Current | $ 11,000 | $ 11,000 | ||||||
Soho Ludlow Tenant LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | May 31, 2046 | |||||||
Operating Lease, Right-of-Use Asset | 8,000 | $ 8,000 | 9,000 | |||||
Operating Lease, Liability | $ 15,000 | 15,000 | 15,000 | |||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | ||||||
Lessee, Operating Lease, Term of Contract | 27 years | |||||||
Lessee, Operating Lease, Option to Extend | two additional five-year terms | |||||||
Le Vallauris [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Mar. 16, 2037 | |||||||
Operating Lease, Right-of-Use Asset | $ 7,000 | $ 7,000 | 7,000 | |||||
Operating Lease, Liability | $ 7,000 | 7,000 | 7,000 | |||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | ||||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 years | ||||||
West Hollywood from GHWHI LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | $ 65,000 | $ 65,000 | 65,000 | |||||
Operating Lease, Liability | $ 69,000 | 69,000 | 69,000 | |||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | ||||||
Lessee, Operating Lease, Term of Contract | 25 years | 25 years | ||||||
Operating lease base term | 15 years | 15 years | ||||||
Operating leases, Renewal term | 5 years | 5 years | ||||||
GHPSII LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease Expiration Date | Sep. 14, 2037 | |||||||
Operating Lease, Right-of-Use Asset | $ 14,000 | $ 14,000 | 14,000 | |||||
Operating Lease, Liability | 14,000 | 14,000 | 14,000 | |||||
Operating Leases, Rent Expense | 1,000 | |||||||
Lessee, Operating Lease, Term of Contract | 15 years | |||||||
Soho House Stockholm [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset | 28,000 | 28,000 | $ 28,000 | |||||
Operating Lease, Liability | $ 28,000 | 28,000 | ||||||
Operating Leases, Rent Expense | $ 1,000 | |||||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 years | ||||||
Saguaro hotels [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management Fee Expense | $ 2,000 | 2,000 | ||||||
Ned-Soho House, LLP [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cost Reimbursements | 1,000 | 1,000 | ||||||
Ned New York [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management Fee Expense | 1,000 | |||||||
Revenues | 1,000 | |||||||
Soho House Design Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fees Received from Affiliates | 1,000 | 1,000 | ||||||
Cost received form 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 | Apr. 02, 2023 | Jan. 01, 2023 |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ (3,945) | $ (3,489) |
Soho House Toronto Partnership [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (823) | 1,015 |
Raycliff Red LLP [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (4,505) | (4,169) |
Mirador Barcel S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (575) | (499) |
Little Beach House Barcelona S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (309) | (313) |
Mimea XXI S.L. [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ 621 | $ 477 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
May 31, 2023 | Apr. 02, 2023 | Feb. 28, 2019 | Apr. 30, 2023 | Jan. 01, 2023 | |
Subsequent Event [Line Items] | |||||
Debt Instrument, Maturity Date, Description | June 2033 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.99% | ||||
Excess proceed Used Amount | $ 20,000 | ||||
Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Loan Originations | $ 140,000 | ||||
Mortgages [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Maturity Date, Description | June 2033 | February 2024 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.99% | ||||
Mortgage Loan Related to Property Sales | $ 116,000 | ||||
Participating Mortgage Loans, Participation Liabilities, Amount | $ 116,362 | $ 116,187 | |||
Mortgages [Member] | Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.34% | ||||
Participating Mortgage Loans, Participation Liabilities, Amount | $ 55,000 | ||||
Class A Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 94,927 |