Segments | 17. 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”), which comprises of 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 and 26 weeks ended July 2, 2023 and July 3, 2022 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended July 2, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 43,810 $ 25,481 $ 11,196 $ 80,487 $ 11,817 $ 92,304 In-House revenues 51,351 48,178 33,863 133,392 — 133,392 Other revenues 20,264 17,778 11,465 49,507 27,953 77,460 Total segment revenue 115,425 91,437 56,524 263,386 39,770 303,156 Elimination of equity accounted revenue ( 3,738 ) ( 1,939 ) ( 8,556 ) ( 14,233 ) — ( 14,233 ) Consolidated revenue $ 111,687 $ 89,498 $ 47,968 $ 249,153 $ 39,770 $ 288,923 For the 13 Weeks Ended July 3, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 33,766 $ 18,465 $ 7,419 $ 59,650 $ 9,015 $ 68,665 In-House revenues 49,666 41,652 25,039 116,357 — 116,357 Other revenues 19,821 13,943 10,691 44,455 26,964 71,419 Total segment revenue 103,253 74,060 43,149 220,462 35,979 256,441 Elimination of equity accounted revenue ( 3,670 ) ( 1,912 ) ( 7,089 ) ( 12,671 ) — ( 12,671 ) Consolidated revenue $ 99,583 $ 72,148 $ 36,060 $ 207,791 $ 35,979 $ 243,770 For the 26 Weeks Ended July 2, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 85,353 $ 49,178 $ 21,508 $ 156,039 $ 22,614 $ 178,653 In-House revenues 103,403 89,5 98 61,041 254,042 — 254,042 Other revenues 38,970 33,047 12,582 84,599 52,315 136,914 Total segment revenue 227,726 171,823 95,131 494,680 74,929 569,609 Elimination of equity accounted revenue ( 7,947 ) ( 3,595 ) ( 13,935 ) ( 25,477 ) — ( 25,477 ) Consolidated revenue $ 219,779 $ 168,228 $ 81,196 $ 469,203 $ 74,929 $ 544,132 For the 26 Weeks Ended July 3, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 63,058 $ 35,636 $ 14,393 $ 113,087 $ 16,873 $ 129,960 In-House revenues 90,733 79,690 36,947 207,370 — 207,370 Other revenues 35,392 26,214 11,339 72,945 47,421 120,366 Total segment revenue 189,183 141,540 62,679 393,402 64,294 457,696 Elimination of equity accounted revenue ( 7,107 ) ( 3,716 ) ( 11,095 ) ( 21,918 ) — ( 21,918 ) Consolidated revenue $ 182,076 $ 137,824 $ 51,584 $ 371,484 $ 64,294 $ 435,778 The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA: For the 13 Weeks Ended July 2, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 111,687 $ 89,498 $ 47,968 $ 249,153 $ 39,770 $ 288,923 Total segment operating expenses ( 90,144 ) ( 70,499 ) ( 42,926 ) ( 203,569 ) ( 42,283 ) ( 245,852 ) Share of equity method investments adjusted EBITDA 702 298 1,840 2,840 - 2,840 Reportable segments adjusted EBITDA 22,245 19,297 6,882 48,424 ( 2,513 ) 45,911 Unallocated corporate overhead ( 8,419 ) Consolidated adjusted EBITDA 37,492 Depreciation and amortization ( 25,249 ) Interest expense, net ( 22,027 ) Income tax expense ( 1,349 ) Loss on sale of property and other, net ( 92 ) Share of income of equity method investments 1,587 Foreign exchange 21,584 Pre-opening expenses ( 4,206 ) Non-cash rent ( 2,105 ) Deferred registration fees, net 465 Share of equity method investments adjusted EBITDA ( 2,840 ) Share-based compensation expense ( 5,657 ) Other expenses, net 110 Net loss $ ( 2,287 ) For 13 Weeks Ended July 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 99,583 $ 72,148 $ 36,060 $ 207,791 $ 35,979 $ 243,770 Total segment operating expenses ( 84,297 ) ( 59,498 ) ( 32,998 ) ( 176,793 ) ( 35,862 ) ( 212,655 ) Share of equity method investments adjusted EBITDA 702 209 1,454 2,365 — 2,365 Reportable segments adjusted EBITDA 15,988 12,859 4,516 33,363 117 33,480 Unallocated corporate overhead ( 11,048 ) Consolidated adjusted EBITDA 22,432 Depreciation and amortization ( 22,688 ) Interest expense, net ( 18,778 ) Income tax expense ( 509 ) Loss on sale of property and other, net ( 122 ) Share of income of equity method investments 1,342 Foreign exchange ( 57,176 ) Pre-opening expenses ( 3,741 ) Non-cash rent (1) 2,413 Deferred registration fees, net 507 Share of equity method investments adjusted EBITDA ( 2,365 ) Share-based compensation expense ( 4,274 ) Other expenses, net (2) ( 596 ) Net loss $ ( 83,555 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 26 Weeks Ended July 2, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 219,779 $ 168,228 $ 81,196 $ 469,203 $ 74,929 $ 544,132 Total segment operating expenses ( 173,316 ) ( 133,783 ) ( 76,320 ) ( 383,419 ) ( 80,946 ) ( 464,365 ) Share of equity method investments adjusted EBITDA 1,505 478 2,725 4,708 — 4,708 Reportable segments adjusted EBITDA 47,968 34,923 7,601 90,492 ( 6,017 ) 84,475 Unallocated corporate overhead ( 18,544 ) Consolidated adjusted EBITDA 65,931 Depreciation and amortization ( 49,713 ) Interest expense, net ( 40,728 ) Income tax expense ( 1,178 ) Gain on sale of property and other, net 589 Share of income of equity method investments 2,458 Foreign exchange 34,597 Pre-opening expenses ( 9,200 ) Non-cash rent ( 4,881 ) Deferred registration fees, net 926 Share of equity method investments adjusted EBITDA ( 4,708 ) Share-based compensation expense ( 11,503 ) Other expenses, net ( 893 ) Net loss $ ( 18,303 ) For 26 Weeks Ended July 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 182,076 $ 137,824 $ 51,584 $ 371,484 $ 64,294 $ 435,778 Total segment operating expenses ( 147,809 ) ( 111,723 ) ( 53,854 ) ( 313,386 ) ( 69,833 ) ( 383,219 ) Share of equity method investments adjusted EBITDA 1,287 392 2,025 3,704 — 3,704 Reportable segments adjusted EBITDA 35,554 26,493 ( 245 ) 61,802 ( 5,539 ) 56,263 Unallocated corporate overhead ( 21,917 ) Consolidated adjusted EBITDA 34,346 Depreciation and amortization ( 45,519 ) Interest expense, net ( 34,495 ) Income tax expense ( 57 ) Gain on sale of property and other, net 1,541 Share of income of equity method investments 1,740 Foreign exchange ( 74,250 ) Pre-opening expenses ( 7,773 ) Non-cash rent (1) ( 990 ) Deferred registration fees, net ( 1,882 ) Share of equity method investments adjusted EBITDA ( 3,704 ) Share-based compensation expense ( 12,077 ) Other expenses, net (2) ( 1,061 ) Net loss $ ( 144,181 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended For the 26 Weeks Ended (in thousands) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Net income (loss) $ ( 2,287 ) $ ( 83,555 ) $ ( 18,303 ) $ ( 144,181 ) Depreciation and amortization 25,249 22,688 49,713 45,519 Interest expense, net 22,027 18,778 40,728 34,495 Income tax expense (benefit) 1,349 509 1,178 57 EBITDA 46,338 ( 41,580 ) 73,316 ( 64,110 ) Loss (gain) on sale of property and other, net 92 122 ( 589 ) ( 1,541 ) Share of income of profit method investments ( 1,587 ) ( 1,342 ) ( 2,458 ) ( 1,740 ) Foreign exchange (gain) loss, net ( 21,584 ) 57,176 ( 34,597 ) 74,250 Pre-opening expenses (1) 4,206 3,741 9,200 7,773 Non-cash rent 2,105 ( 2,413 ) 4,881 990 Deferred registration fees, net ( 465 ) ( 507 ) ( 926 ) 1,882 Share of equity method investments adjusted EBITDA 2,840 2,365 4,708 3,704 Share-based compensation expense 5,657 4,274 11,503 12,077 Other expenses, net (2) ( 110 ) 596 893 1,061 Adjusted EBITDA $ 37,492 $ 22,432 $ 65,931 $ 34,346 (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 26 weeks ended July 2, 2023 and July 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 July 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) July 2, 2023 January 1, 2023 Long-lived assets by geography North America $ 902,866 $ 901,505 United Kingdom 529,436 509,221 Europe 310,479 297,247 Asia 54,678 46,236 Total long-lived assets $ 1,797,459 $ 1,754,209 |