Cover Page
Cover Page - shares | 9 Months Ended | |
Oct. 01, 2023 | Nov. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 01, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
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 $0.01 per share | |
Entity Common Stock, Shares Outstanding | 195,017,104 | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,516,719 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,500,385 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Current assets | ||
Cash and cash equivalents | $ 162,540 | $ 182,115 |
Restricted cash | 500 | 7,928 |
Accounts receivable, net | 64,589 | 42,215 |
Inventories | 55,768 | 57,848 |
Prepaid expenses and other current assets | 116,998 | 91,101 |
Total current assets | 400,395 | 381,207 |
Property and equipment, net | 637,133 | 647,001 |
Operating lease assets | 1,131,435 | 1,085,579 |
Goodwill | 199,693 | 199,646 |
Other intangible assets, net | 124,356 | 125,968 |
Equity method investments | 25,592 | 21,629 |
Deferred tax assets | 469 | 295 |
Other non-current assets | 8,296 | 6,571 |
Total non-current assets | 2,126,974 | 2,086,689 |
Total assets | 2,527,369 | 2,467,896 |
Current liabilities | ||
Accounts payable | 75,598 | 80,741 |
Accrued liabilities | 94,068 | 84,112 |
Current portion of deferred revenue | 108,629 | 91,611 |
Indirect and employee taxes payable | 37,614 | 38,088 |
Current portion of debt, net of debt issuance costs | 25,887 | 25,617 |
Other current liabilities | 34,317 | 36,019 |
Total current liabilities | 422,879 | 395,800 |
Debt, net of current portion and debt issuance costs | 607,609 | 579,904 |
Property mortgage loans, net of debt issuance costs | 136,991 | 116,187 |
Finance lease liabilities | 77,040 | 76,638 |
Financing obligation | 76,533 | 76,239 |
Deferred revenue, net of current portion | 25,772 | 27,118 |
Deferred tax liabilities | 1,026 | 1,666 |
Other non-current liabilities | 0 | 256 |
Total non-current liabilities | 2,180,056 | 2,087,472 |
Total liabilities | 2,602,935 | 2,483,272 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity | ||
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,704,578 shares issued and 53,237,458 outstanding as of October 1, 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 October 1, 2023 and January 1, 2023 | 2,052 | 2,037 |
Additional paid-in capital | 1,228,225 | 1,213,086 |
Accumulated deficit | (1,303,370) | (1,242,412) |
Accumulated other comprehensive loss | 51,780 | 54,853 |
Treasury stock, at cost; 10,467,120 shares as of October 1, 2023 and 8,467,120 shares as of January 1, 2023 | (62,000) | (50,000) |
Total shareholders' equity attributable to Soho House & Co Inc. | (83,313) | (22,436) |
Noncontrolling interest | 7,747 | 7,060 |
Total shareholders' equity | (75,566) | (15,376) |
Total liabilities and shareholders' equity | 2,527,369 | 2,467,896 |
Sites Trading Less Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities | 2,413 | 4,176 |
Operating lease liabilities, net of current portion | 93,117 | 227,158 |
Sites Trading More Than One Year [Member] | ||
Current liabilities | ||
Current portion of operating lease liabilities | 44,353 | 35,436 |
Operating lease liabilities, net of current portion | $ 1,161,968 | $ 982,306 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 01, 2023 | Jan. 01, 2023 |
Treasury stock, shares | 10,467,120 | 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 | 63,704,578 | 62,189,717 |
Common stock, Shares outstanding | 53,237,458 | 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 | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Revenues | ||||
Total revenues | $ 300,957 | $ 266,046 | $ 845,089 | $ 701,824 |
Operating expenses | ||||
In-House operating expenses (exclusive of depreciation and amortization of $15,512 and $14,702 for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and of $42,738 and $42,551 for the 39 weeks ended October 1, 2023 and October 2, 2022, respectively) | (146,480) | (139,212) | (442,805) | (380,880) |
Other operating expenses (exclusive of depreciation and amortization of $6,963 and $9,763 for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and of $20,937 and $22,694 for the 39 weeks ended October 1, 2023 and October 2, 2022, respectively) | (73,709) | (74,482) | (196,316) | (184,873) |
General and administrative expenses (exclusive of depreciation and amortization of $2,041 and $2,506 for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and of $10,554 and $7,245 for the 39 weeks ended October 1, 2023 and October 2, 2022, respectively) | (35,564) | (30,807) | (103,381) | (86,740) |
Pre-opening expenses | (5,093) | (2,555) | (14,293) | (10,328) |
Depreciation and amortization | (24,516) | (26,971) | (74,229) | (72,490) |
Share-based compensation | (4,683) | (7,778) | (16,186) | (19,855) |
Foreign exchange gain (loss), net | (30,698) | (53,910) | 3,899 | (128,160) |
Other, net | (617) | (912) | (1,625) | (1,989) |
Total operating expenses | (321,360) | (336,627) | (844,936) | (885,315) |
Operating income (loss) | (20,403) | (70,581) | 153 | (183,491) |
Other (expense) income | ||||
Interest expense, net | (18,799) | (18,453) | (59,527) | (52,948) |
(Gain) loss on sale of property and other, net | 7 | (12) | 596 | 1,529 |
Share of loss of equity method investments | 1,953 | 686 | 4,411 | 2,426 |
Total other expense, net | (16,839) | (17,779) | (54,520) | (48,993) |
Income (loss) before income taxes | (37,242) | (88,360) | (54,367) | (232,484) |
Income tax expense (benefit) | (4,208) | (3,013) | (5,386) | (3,070) |
Net income (loss) | (41,450) | (91,373) | (59,753) | (235,554) |
Net income (loss) attributable to noncontrolling interests | (912) | (295) | (1,205) | 1,448 |
Net income (loss) attributable to Soho House & Co Inc. | $ (42,362) | $ (91,668) | $ (60,958) | $ (234,106) |
Net income (loss) per share attributable to Class A and Class B common stock | ||||
Net income (loss) per share attributable to Class A and Class B common stock Basic (Note 14) | $ (0.22) | $ (0.46) | $ (0.31) | $ (1.16) |
Net income (loss) per share attributable to Class A and Class B common stock Diluted (Note 14) | $ (0.22) | $ (0.46) | $ (0.31) | $ (1.16) |
Weighted Average Number of Shares Outstanding, Basic | 196,153 | 199,391 | 195,746 | 201,021 |
Weighted Average Number of Shares Outstanding, Diluted | 196,153 | 199,391 | 195,746 | 201,021 |
Membership revenues [Member] | ||||
Revenues | ||||
Total revenues | $ 93,279 | $ 71,023 | $ 265,720 | $ 195,685 |
In-House revenues [Member] | ||||
Revenues | ||||
Total revenues | 115,288 | 108,488 | 356,846 | 305,928 |
Other revenues [Member] | ||||
Revenues | ||||
Total revenues | $ 92,390 | $ 86,535 | $ 222,523 | $ 200,211 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
General and Administrative Expense [Member] | ||||
Operating cost and expenses | $ 2,041 | $ 2,506 | $ 10,554 | $ 7,245 |
In House Operating Expenses [Member] | ||||
Operating cost and expenses | 15,512 | 14,702 | 42,738 | 42,551 |
Other Operating Expenses [Member] | ||||
Operating cost and expenses | $ 6,963 | $ 9,763 | $ 20,937 | $ 22,694 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (41,450) | $ (91,373) | $ (59,753) | $ (235,554) |
Other comprehensive income | ||||
Foreign currency translation adjustment | 19,591 | 41,346 | (3,201) | 89,911 |
Comprehensive income (loss) | (21,859) | (50,027) | (62,954) | (145,643) |
Net (income) loss attributable to noncontrolling interests | (912) | (295) | (1,205) | 1,448 |
Foreign currency translation adjustment attributable to noncontrolling interest | 302 | 591 | 128 | 1,011 |
Total comprehensive income (loss) attributable to Soho House & Co Inc. | $ (22,469) | $ (49,731) | $ (64,031) | $ (143,184) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total Shareholders' Equity Attributable to Soho House & Co Inc. [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Jan. 02, 2022 | $ 182,192,000 | $ 2,025,000 | $ 1,189,044,000 | $ (1,021,832,000) | $ 6,897,000 | $ 176,134,000 | $ 6,058,000 | |
Net income (loss) | (60,626,000) | (60,479,000) | (60,479,000) | (147,000) | ||||
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition | (1,884,000) | (1,884,000) | 1,884,000 | |||||
Shares repurchased (Note 14) | (2,611,000) | $ (2,611,000) | (2,611,000) | |||||
Non-cash share-based compensation (Note 13) | 7,331,000 | 7,331,000 | 7,331,000 | |||||
Net change in cumulative translation adjustment | 11,131,000 | 11,210,000 | 11,210,000 | (79,000) | ||||
Ending Balance at Apr. 03, 2022 | 137,417,000 | 2,025,000 | 1,194,491,000 | (1,082,311,000) | 18,107,000 | (2,611,000) | 129,701,000 | 7,716,000 |
Beginning Balance at Jan. 02, 2022 | 182,192,000 | 2,025,000 | 1,189,044,000 | (1,021,832,000) | 6,897,000 | 176,134,000 | 6,058,000 | |
Net income (loss) | (235,554,000) | |||||||
Ending Balance at Oct. 02, 2022 | 19,572,000 | 2,025,000 | 1,205,756,000 | (1,255,938,000) | 97,819,000 | (34,802,000) | 14,860,000 | 4,712,000 |
Beginning Balance at Apr. 03, 2022 | 137,417,000 | 2,025,000 | 1,194,491,000 | (1,082,311,000) | 18,107,000 | (2,611,000) | 129,701,000 | 7,716,000 |
Net income (loss) | (83,555,000) | (81,959,000) | (81,959,000) | (1,596,000) | ||||
Distributions to noncontrolling interest | (364,000) | (364,000) | ||||||
Shares repurchased (Note 14) | (16,897,000) | (16,897,000) | (16,897,000) | |||||
Non-cash share-based compensation (Note 13) | 4,274,000 | 4,274,000 | 4,274,000 | |||||
Additional IPO costs | (269,000) | (269,000) | (269,000) | |||||
Net change in cumulative translation adjustment | 37,434,000 | 37,775,000 | 37,775,000 | (341,000) | ||||
Ending Balance at Jul. 03, 2022 | 78,040,000 | 2,025,000 | 1,198,496,000 | (1,164,270,000) | 55,882,000 | (19,508,000) | 72,625,000 | 5,415,000 |
Net income (loss) | (91,373,000) | (91,668,000) | (91,668,000) | 295,000 | ||||
Distributions to noncontrolling interest | (407,000) | (407,000) | ||||||
Shares repurchased (Note 14) | (15,294,000) | (15,294,000) | (15,294,000) | |||||
Non-cash share-based compensation (Note 13) | 7,260,000 | 7,260,000 | 7,260,000 | |||||
Net change in cumulative translation adjustment | 41,346,000 | 41,937,000 | 41,937,000 | (591,000) | ||||
Ending Balance at Oct. 02, 2022 | 19,572,000 | 2,025,000 | 1,205,756,000 | (1,255,938,000) | 97,819,000 | (34,802,000) | 14,860,000 | 4,712,000 |
Beginning Balance at Jan. 01, 2023 | (15,376,000) | 2,037,000 | 1,213,086,000 | (1,242,412,000) | 54,853,000 | (50,000,000) | (22,436,000) | 7,060,000 |
Net income (loss) | (16,016,000) | (15,952,000) | (15,952,000) | (64,000) | ||||
Distributions to noncontrolling interest | (390,000) | (390,000) | ||||||
Non-cash share-based compensation (Note 13) | 5,677,000 | 4,000 | 5,673,000 | 5,677,000 | ||||
Net change in cumulative translation adjustment | (7,033,000) | (7,025,000) | (7,025,000) | (8,000) | ||||
Ending Balance at Apr. 02, 2023 | (33,138,000) | 2,041,000 | 1,218,759,000 | (1,258,364,000) | 47,828,000 | (50,000,000) | (39,736,000) | 6,598,000 |
Beginning Balance at Jan. 01, 2023 | (15,376,000) | 2,037,000 | 1,213,086,000 | (1,242,412,000) | 54,853,000 | (50,000,000) | (22,436,000) | 7,060,000 |
Net income (loss) | (59,753,000) | |||||||
Ending Balance at Oct. 01, 2023 | (75,566,000) | 2,052,000 | 1,228,225,000 | (1,303,370,000) | 51,780,000 | (62,000,000) | (83,313,000) | 7,747,000 |
Beginning Balance at Apr. 02, 2023 | (33,138,000) | 2,041,000 | 1,218,759,000 | (1,258,364,000) | 47,828,000 | (50,000,000) | (39,736,000) | 6,598,000 |
Net income (loss) | (2,287,000) | (2,644,000) | (2,644,000) | 357,000 | ||||
Non-cash share-based compensation (Note 13) | 5,381,000 | 3,000 | 5,378,000 | 5,381,000 | ||||
Net change in cumulative translation adjustment | (15,759,000) | (15,941,000) | (15,941,000) | 182,000 | ||||
Ending Balance at Jul. 02, 2023 | (45,803,000) | 2,044,000 | 1,224,137,000 | (1,261,008,000) | 31,887,000 | (50,000,000) | (52,940,000) | 7,137,000 |
Net income (loss) | (41,450,000) | (42,362,000) | (42,362,000) | 912,000 | ||||
Shares repurchased (Note 14) | (12,000,000) | (12,000,000) | (12,000,000) | |||||
Non-cash share-based compensation (Note 13) | 4,096,000 | 8,000 | 4,088,000 | 4,096,000 | ||||
Net change in cumulative translation adjustment | 19,591,000 | 19,893,000 | 19,893,000 | (302,000) | ||||
Ending Balance at Oct. 01, 2023 | $ (75,566,000) | $ 2,052,000 | $ 1,228,225,000 | $ (1,303,370,000) | $ 51,780,000 | $ (62,000,000) | $ (83,313,000) | $ 7,747,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2023 | Oct. 02, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (59,753) | $ (235,554) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 74,229 | 72,490 |
Non-cash share-based compensation (Note 13) | 15,154 | 18,865 |
Deferred tax benefit | (778) | (299) |
Gain on sale of property and other, net | (596) | (1,529) |
Share of (income) loss of equity method investments | (4,411) | (2,426) |
Amortization of debt issuance costs | 2,110 | 3,471 |
Loss on debt extinguishment | 3,278 | 0 |
PIK interest (settled), net of non-cash interest | 27,908 | 25,663 |
Distributions from equity method investees | 162 | 596 |
Foreign exchange (gain) loss, net | (3,899) | 128,160 |
Changes in assets and liabilities: | ||
Accounts receivable | (22,110) | (14,986) |
Inventories | 2,465 | (12,509) |
Operating leases, net | 5,558 | 30,283 |
Other operating assets | (25,212) | (31,670) |
Deferred revenue | 7,467 | 26,341 |
Accounts payable and accrued and other liabilities | 8,904 | 31,210 |
Net cash provided by operating activities | 30,476 | 38,106 |
Cash flows from investing activities | ||
Purchase of property and equipment | (50,440) | (62,989) |
Proceeds from sale of assets | 1,368 | 665 |
Purchase of intangible assets | (13,989) | (17,628) |
Property and casualty insurance proceeds received | 148 | 338 |
Net cash used in investing activities | (62,913) | (79,614) |
Cash flows from financing activities | ||
Repayment of borrowings (Note 11) | (117,350) | (533) |
Payment for debt extinguishment costs (Note 11) | (1,686) | 0 |
Issuance of related party loans | 0 | 3,217 |
Proceeds from borrowings (Note 11) | 140,000 | 105,795 |
Payments for debt issuance costs | (2,822) | (1,860) |
Principal payments on finance leases | (221) | (431) |
Principal payments on financing obligation | 0 | (1,175) |
Distributions to noncontrolling interest | (390) | (771) |
Purchase of treasury stock (Note 14) | (12,000) | (34,802) |
Additional IPO costs | 0 | (269) |
Net cash provided by financing activities | 5,531 | 69,171 |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (97) | (13,224) |
Net (decrease) increase in cash and cash equivalents, and restricted cash | (27,003) | 14,439 |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 190,043 | 220,662 |
End of period | 163,040 | 235,101 |
Cash, cash equivalents and restricted cash are comprised of: | ||
Cash and cash equivalents | 162,540 | 227,896 |
Restricted cash | 500 | 7,205 |
Cash, cash equivalents and restricted cash as of October 1, 2023 and October 2, 2022 | 163,040 | 235,101 |
Supplemental disclosures: | ||
Cash paid for interest | 24,004 | 22,504 |
Cash paid for income taxes | 3,027 | 138 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | 79,631 | 101,640 |
Acquisitions of property and equipment under finance leases | 33 | 11,357 |
Accrued capital expenditures | $ 11,736 | $ 7,908 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Oct. 01, 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 42 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. 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 | 9 Months Ended |
Oct. 01, 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- and 39-week periods ended October 1, 2023 and October 2, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The unaudited condensed consolidated statement of operations for the 13 weeks and 39 weeks ended October 2, 2022 include the correction of an error related to the Company’s unaudited condensed consolidated financial statements as of and for the 13 weeks ended April 3, 2022 ("Q1 2022"), and the consolidated financial statements as of and for the 52 weeks ended January 2, 2022 ("Fiscal 2021"), 53 weeks ended January 3, 2021 ("Fiscal 2020"), and 52 weeks ended December 29, 2019 ("Fiscal 2019"). The error relates to the correction of the estimation of the historical operating lease liabilities which resulted in the overstatement of operating lease expenses with a cumulative impact of $ 6 million for the 13 weeks ended April 3, 2022. The correction of this cumulative error is presented within In-House operating expenses in the unaudited condensed consolidated statement of operations for the 39 weeks ended October 2, 2022. 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. 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 Interest
Consolidated Variable Interest Entities | 9 Months Ended |
Oct. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | 3. Consolidated Variable Interest Entities The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”): 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. The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated balance sheets. The obligations of the consolidated VIEs are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations. As of (in thousands) October 1, 2023 January 1, 2023 Cash and cash equivalents $ 8,191 $ 7,941 Accounts receivable 598 1,823 Inventories 16 19 Prepaid expenses and other current assets 3,092 3,283 Total current assets 11,897 13,066 Property and equipment, net 29,101 32,288 Operating lease assets 99,866 99,717 Other intangible assets, net 377 284 Other non-current assets 5,945 181 Total assets 147,186 145,536 Accounts payable 218 337 Accrued liabilities 6,764 8,131 Indirect and employee taxes payable 1,281 1,548 Current portion of debt, net of debt issuance costs 24,818 24,612 Current portion of operating lease liabilities - sites trading more than one year 5,873 4,362 Other current liabilities 5,639 4,153 Total current liabilities 44,593 43,143 Operating lease liabilities, net of current portion - sites trading more than one year 112,923 115,182 Total liabilities 157,516 158,325 Net liabilities $ ( 10,330 ) $ ( 12,789 ) |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Oct. 01, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | 4. Equity Method Investments The Company maintains a portfolio of equity method investments owned through noncontrolling interests in investments with one or more partners. There have been no changes in the Company’s equity method investment ownership interests in existing entities and no new equity method investments since January 1, 2023. Under applicable guidance for VIEs, the Company determined that its investments in the following entities are VIEs: Toronto Joint Venture On March 28, 2012, the Company and two unrelated investors (“Toronto Partners”) formed Soho House Toronto to own 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. Summarized Financial Information The following table presents 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. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 Revenues $ 14,180 $ 12,382 $ 39,657 $ 34,300 Operating income (loss) 4,070 3,183 11,527 8,007 Net income (loss) (1) 2,581 1,392 8,092 4,207 (1) The net income (loss) shown above relates entirely to continuing operations. |
Leases
Leases | 9 Months Ended |
Oct. 01, 2023 | |
Leases [Abstract] | |
Leases | 5. 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 34 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 October 1, 2023, the Company recognized right-of-use assets and lease liabilities for 139 operating leases and 4 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 such option. The maturity of the Company’s operating and finance lease liabilities as of October 1, 2023 is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2023 $ 34,259 $ 1,440 2024 145,191 5,794 2025 149,167 5,833 2026 150,335 5,756 2027 141,763 5,746 Thereafter 1,726,947 218,348 Total undiscounted lease payments 2,347,662 242,917 Present value adjustment ( 1,045,811 ) ( 165,877 ) Total net lease liabilities $ 1,301,851 $ 77,040 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 $ 37 million and $ 34 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 110 million and $ 99 million for the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. For the 13 weeks ended October 1, 2023 and October 2, 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. For the 39 weeks ended October 1, 2023 and October 2, 2022 , the Company recognized amortization expense related to the right-of-use asset for finance leases of $ 1 million and $ 1 million, respectively, and interest expense related to finance leases of $ 4 million and $ 4 million, respectively. There were no material variable lease payments for finance leases for the 13 weeks ended October 1, 2023 and October 2, 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 unaudited condensed consolidated balance sheets set out the operating lease liabilities split between sites trading less than one year and sites trading more than one year. “Sites trading less than one year” and “sites trading more than one year” reference sites that have been open (as measured from the date the site first accepted a paying guest) for a period less than one year from the balance sheet date and those that have been open for a period longer than one year from the balance sheet date. The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases: For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 103,386 ) $ ( 83,271 ) Interest payments for finance leases ( 4,159 ) ( 3,656 ) Cash flows from financing activities: Principal payments for finance leases $ ( 221 ) $ ( 431 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 79,631 $ 101,640 Acquisitions of property and equipment under finance leases $ 33 $ 11,357 The following summarizes additional information related to operating and finance leases: As of October 1, 2023 October 2, 2022 Weighted-average remaining lease term Finance leases 42 years 43 years Operating leases 16 years 17 years Weighted-average discount rate Finance leases 7.29 % 7.29 % Operating leases 7.87 % 7.95 % As of October 1, 2023, the Company has entered into 14 operating lease agreements that are signed but have not commenced. Of these, 10 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, 2025, 2026 and 2027. The Company estimates the total undiscounted lease payments for the leases commencing in fiscal years ended 2023, 2024, 2025, 2026 and 2027 will be $ 84 million, $ 393 million, $ 63 million, $ 334 million and $ 390 million, respectively, with weighted-average expected lease terms of 20 years, 20 years, 21 years, 22 years and 15 years for leases commencing in fiscal years ended 2023, 2024, 2025, 2026 and 2027, 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 $ 262 2024 5,502 2025 19,293 2026 26,402 2027 55,007 Thereafter 1,158,004 Total undiscounted lease payments expected for leases signed but not commenced $ 1,264,470 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Oct. 01, 2023 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 6. Revenue Recognition Disaggregated revenue disclosures by reportable segments for the 13 weeks and 39 weeks ended October 1, 2023 and October 2, 2022 are included in Note 17, 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 October 1, 2023: (in thousands) Next twelve Future periods Membership and registration fees $ 95,274 $ 25,772 Total future revenues $ 95,274 $ 25,772 All consideration from contracts with customers is included in the amounts presented above. The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers: As of (in thousands) October 1, 2023 January 1, 2023 Contract receivables $ 64,589 $ 42,215 Contract assets 4,839 9,344 Contract liabilities 151,976 130,975 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 $ 30 million and $ 27 million during the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 95 million and $ 65 million during the 39 weeks ended October 1, 2023 and October 2, 2022 , respectively. |
Inventories, Prepaid Expenses a
Inventories, Prepaid Expenses and Other Current Assets | 9 Months Ended |
Oct. 01, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Inventories, Prepaid Expenses and Other Current Assets | 7. Inventories, Prepaid Expenses and Other Current Assets Inventories consist of raw materials, service stock and supplies (primarily food and beverage) and finished goods which are externally sourced. Raw materials and service stock and supplies totaled $ 25 million and $ 19 million as of October 1, 2023 and January 1, 2023, respectively. Finished goods totaled $ 31 million and $ 39 million as of October 1, 2023 and January 1, 2023, respectively. The table below presents the components of prepaid expenses and other current assets. As of (in thousands) October 1, 2023 January 1, 2023 Amounts owed by equity method investees $ 1,431 $ 1,492 Prepayments and accrued income 43,434 27,416 Contract assets 4,839 9,344 Other receivables 67,294 52,849 Total prepaid expenses and other current assets $ 116,998 $ 91,101 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Oct. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Additions totaled $ 18 million and $ 26 million during the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 47 million and $ 64 million during the 39 weeks ended October 1, 2023 and October 2, 2022, respectively, and were primarily related to leasehold improvements and fixtures and fittings for existing sites and sites under development. |
Goodwill
Goodwill | 9 Months Ended |
Oct. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill A summary of goodwill for each of the Company’s applicable reportable segments from January 1, 2023 to October 1, 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 752 — ( 705 ) 47 October 1, 2023 $ 90,727 $ 47,446 $ 61,520 $ 199,693 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Oct. 01, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 10. Accrued Liabilities The table below presents the components of accrued liabilities. As of (in thousands) October 1, 2023 January 1, 2023 Accrued interest $ 721 $ 440 Hotel deposits 16,694 11,758 Trade, capital and other accruals 76,653 71,914 Total accrued liabilities $ 94,068 $ 84,112 |
Debt
Debt | 9 Months Ended |
Oct. 01, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt Debt balances, net of debt issuance costs, are as follows: As of (in thousands) October 1, 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 $ 599,400 $ 570,712 Soho Works Limited loans, unsecured, 7 % interest bearing, maturing September 2024 (see additional description below) 24,818 24,612 Other loans (see additional description below) 9,278 10,197 633,496 605,521 Less: Current portion of long-term debt ( 25,887 ) ( 25,617 ) Total long-term debt, net of current portion $ 607,609 $ 579,904 Property mortgage loans, net of debt issuance costs, are as follows: As of (in thousands) October 1, 2023 January 1, 2023 Term loan, interest at 5.34 %, maturing February 6, 2024 $ — $ 54,614 Mezzanine loan, interest at 7.25 %, maturing February 6, 2024 — 61,573 Term loan, interest at 6.99 %, maturing June 1, 2033 136,991 — Total property mortgage loans $ 136,991 $ 116,187 The weighted-average interest rate on fixed rate borrowings was 8 % as of October 1, 2023 and 8 % as of January 1, 2023 . There were no outstanding floating rate borrowings as of October 1, 2023 or as of 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 November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into the Third Amended and Restated Revolving Facility Agreement (the "Third Amendment") which further amends and restates the Revolving Credit Facility, originally entered into by the Company on December 5, 2019 (the original and amended facility refer to as 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 October 1, 2023, the facility remains undrawn with £ 71 million ($ 86 million) available to draw under this facility and £ 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 October 1, 2023 and October 2, 2022, respectively, and $ 1 million and $ 2 million during the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. In 2017, Soho Works Limited entered into a term loan facility agreement. The SWL loan bears interest at 7 % and matures, following the extensions described below, at the earliest of: (a) September 29, 2024 ; (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. The carrying amount of the term loan was £ 20 million ($ 25 million) and £ 20 million ($ 25 million) as of October 1, 2023 and January 1, 2023, respectively. The Company incurred interest expense of $ 1 mil lion and $ 2 million on this facility during the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. On March 3, 2023, this loan was subsequently extended and the maturity date is now September 29, 2024. 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 39 weeks ended October 1, 2023 and October 2, 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 an aggregate amount of up to $ 100 million which were issued for the full amount on March 9, 2022 (the “Additional Notes” and, together with the Initial Notes, the “Senior Secured Notes”). 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 $ 12 million on the Senior Secured Notes during the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 38 mil lion and $ 34 million during the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. The other loans consist of the following: Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 3,009 7.5 % Compagnie de Phalsbourg credit facility € January 2025 5,479 7 % Greek government loan € July 2025 794 3.1 % Property Mortgage Loans In March 2014, the Company completed a freehold property acquisition of the Soho Beach House Miami Property. In May 2023, the Company refinanced the existing term loan of $ 55 million, interest at 5.34 %, and mezzanine loan of $ 62 million, interest at 7.25 % with a new $ 140 million loan agreement with JP Morgan Chase Bank, National Association and Citi Real Estate Funding Inc. As a result of the debt extinguishment of the existing term loan and mezzanine loan, the Company recognized a loss on extinguishment of debt of $ 3 million which is reported in interest expense, net on the condensed consolidated statements of operations for the 39 weeks ended October 1, 2023. The new term loan is secured with a recorded and insured first priority mortgage on Soho Beach House Miami Property as well as first priority security interests in all collateral related to the property. The new term loan matures in June 2033 and bears interest at 6.99 %. The Company incurred interest expense of $ 2 million and $ 3 million on the new term loan during the 13 weeks and 39 weeks ended October 1, 2023. The Company incurred interest expense of $ 2 million and $ 2 million on these property mortgage loans during the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 6 million and $ 6 million during the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. Future Principal Payments The following table presents future principal payments for the Company’s debt and property mortgage loans as of October 1, 2023: (in thousands) Remainder of 2023 $ 672 2024 25,534 2025 7,032 2026 803 2027 606,610 Thereafter 140,000 $ 780,651 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements Recurring and Non-recurring Fair Value Measurements There were no assets or liabilities measured at fair value on a recurring or non-recurring basis as of October 1, 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 October 1, 2023 and January 1, 2023 using a discounted cash flow analysis, except for the property mortgage loan as of October 1, 2023. The Company does not believe that the use of different market inputs would have resulted in a materially different fair value of debt as of October 1, 2023 and January 1, 2023 . The Company believes that the carrying value of the property mortgage loan (excluding debt issuance costs of $ 3 million as of October 1, 2023) closely approximate the fair value of such term loan given the proximity of the initial issuance of the property mortgage loan to the period-end date. 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 2024 and thereafter: (in thousands) Carrying Value Fair Value October 1, 2023 Senior Secured Notes $ 599,400 $ 578,200 Property mortgage loan 136,991 140,000 Other loans 9,278 8,847 $ 745,669 $ 727,047 (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 | 9 Months Ended |
Oct. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which SHHL Share Appreciation Rights (“SARs”) and SHHL Growth Shares were issued to certain employees. The awards are settled in 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 October 1, 2023 and January 1, 2023, there were 4,298,766 and 5,290,719 SARs outstanding under the 2020 Plan, respectively. As of October 1, 2023 and January 1, 2023, there were zero 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 October 1, 2023, there were 3,997,929 shares available for future awards. The Company granted 3,113,109 SARs und er the 2021 Plan during the 39 weeks ended October, 1 2023. As of October 1, 2023, there were 2,850,853 SARs outstanding under the 2021 Plan. The Company granted 837,440 RSUs during the 39 weeks ended October 1, 2023. As of October 1, 2023 and January 1, 2023, there were 2,533,718 and 2,998,865 RSUs outstanding under the 2021 Plan, respectively. In December 2022, the Company modified the exercise prices for certain 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 million of incremental fair value, of which $ 1 million was recorded immediately. In August 2023, in conjunction with the anticipated departure of an employee, the Company modified the employee's outstanding SARs under the 2020 Plan and all outstanding RSUs to be accelerated as of the separation date of December 29, 2023. Management deemed the extension of contractual terms for vested SARs and the acceleration of vesting for SARs and RSUs to be a Type I and Type III modification, respectively, which resulted in $ 2 million of incremental compensation expense to be recognized through the separation date. Share-based compensation during the 13 weeks and 39 weeks ended October 1, 2023 and October 2, 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 For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 SARs $ 1,331 $ 1,665 $ 6,798 $ 5,876 Restricted stock awards (Growth Shares) 237 550 1,101 1,853 RSUs 1,762 3,143 6,489 9,234 Type III modification 766 1,902 766 1,902 Employer-related payroll expense (1) 587 518 1,032 990 Total share-based compensation expense 4,683 7,778 16,186 19,855 Tax benefit for share-based compensation expense — — — — Share-based compensation expense, net of tax $ 4,683 $ 7,778 $ 16,186 $ 19,855 (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. The weighted-average assumptions used in valuing SARs and restricted stock awards (previously zero granted as Growth Shares) granted during each period are set forth in the following table: For the 39 Weeks Ended For the Fiscal Year Ended Expected average life (1) 1.70 - 5.56 years 3.92 - 6.30 years Expected volatility (2) 55 - 59 % 56 % Risk-free interest rate (3) 3.54 - 5.14 % 3.78 - 4.25 % Expected dividend yield (4) 0.00 % 0.00 % (1) The expected life assumption is based on the Company's expectation for the period before exercise. (2) The expected volatility assumption is developed using leverage-adjusted historical volatilities for public peer companies for the period equal to the expected life of the awards. (3) The risk-free rate is based on the bootstrap adjusted US Treasury Rate Yield Curve Rate as of the valuation date, term matched with expected life of the awards. (4) The expected dividend yield is 0.0% since the Company does not expect to pay dividends. As of October 1, 2023, total compensation expense not yet recognized is as follows: • With respect to the unvested SARs issued under the 2020 Plan and 2021 plans, approximately $ 3 million, which is expected to be recognized over a weighted average period of 1.35 years; and • With respect to the unvested RSUs issued under the 2021 Plan, approximately $ 14 million, which is expected to be recognized over a weighted-average period of 1.77 years. |
Loss Per Share and Shareholders
Loss Per Share and Shareholders' Equity | 9 Months Ended |
Oct. 01, 2023 | |
Stockholders' Equity Note [Abstract] | |
Loss Per Share and Shareholders' Equity | 14. 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 Common Stock Class B Common Stock As of January 2, 2022 61,029,730 141,500,385 Shares repurchased ( 324,972 ) — RSUs vested 506,990 — As of April 3, 2022 61,211,748 141,500,385 Shares repurchased ( 2,254,505 ) — As of July 3, 2022 58,957,243 141,500,385 Shares repurchased ( 2,362,083 ) — RSUs vested 502,305 — As of October 2, 2022 57,097,465 141,500,385 SHCO Common Stock Class A Common Stock Class B Common Stock 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 Shares issued related to share-based compensation 336,564 — As of July 2, 2023 54,427,510 141,500,385 Shares issued related to share-based compensation 809,948 — Shares repurchased ( 2,000,000 ) As of October 1, 2023 53,237,458 141,500,385 Stock Repurchases 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 currently outstanding shares of the Company's Class A common stock. The timing and amount of stock repurchases depended on a variety of factors. Under the program, the repurchased shares were returned to the status of authorized, but unissued shares of common stock held in treasury at their average cost of repurchase. During the 13 weeks and 39 weeks ended October 2, 2022, the Company repurchased a total of 2,362,083 and 4,941,560 shares of Class A common stock for $ 15 million and $ 35 million, including commissions, respectively . 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. On September 20, 2023, the Company repurchased 2 million shares of its Class A common stock from its Founder and director Nick Jones for $ 12 million. The privately negotiated transaction was approved by the board of directors. The shares are now held as treasury shares by the Company. 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. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands except share and per share amounts) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 Net income (loss) attributable to Soho House & Co Inc. $ ( 42,362 ) $ ( 91,668 ) $ ( 60,958 ) $ ( 234,106 ) Adjusted net loss attributable to Class A and Class B common stockholders ( 42,362 ) ( 91,668 ) ( 60,958 ) ( 234,106 ) Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders 196,153,371 199,390,524 195,745,787 201,020,845 Basic and diluted loss per share $ ( 0.22 ) $ ( 0.46 ) $ ( 0.31 ) $ ( 1.16 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. 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 | 9 Months Ended |
Oct. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes For the 13 weeks and 39 weeks ended October 1, 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 . Full valuation allowances have been recorded against the incremental deferred tax assets recognized for tax losses, share-based compensation, and excess interest in the U.K., U.S. and Hong Kong. The level of unrecognized tax benefits has increased by $ 8 million and $ 23 million in the 13 weeks and 39 weeks ended October 1, 2023, respectively. There is no impact on the Company’s effective tax rate for the 13 weeks and 39 weeks ended October 1, 2023 as there is a corresponding reduction in the valuation allowance applied for the period. The effective tax rate for the 13 weeks ended October 1, 2023 was ( 11.30 )% , compared to ( 3.41 )% for the 13 weeks ended October 2, 2022. The effective tax rate for the 39 weeks ended October 1, 2023 was ( 9.91 )% compared to ( 1.32 )% for the 39 weeks ended October 2, 2022. The effective tax rate for the 13 weeks and 39 weeks ended October 1, 2023 differs from the US statutory rate of 21 % primarily due to current mix of positive and negative earnings in the various jurisdictions the Company operates in and valuation allowances which reduce the amount of tax benefit recognized on the pretax book loss. As a result, the Company is calculating current tax charges in the profitable jurisdictions over a consolidated loss for the 13 weeks ended October 1, 2023. |
Segments
Segments | 9 Months Ended |
Oct. 01, 2023 | |
Segment Reporting [Abstract] | |
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 is comprised 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 is 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 39 weeks ended October 1, 2023 and October 2, 2022 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended October 1, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 45,195 $ 27,114 $ 12,019 $ 84,328 $ 12,205 $ 96,533 In-House revenues 44,780 45,539 32,697 123,016 65 123,081 Other revenues 16,222 21,061 29,453 66,736 28,787 95,523 Total segment revenue 106,197 93,714 74,169 274,080 41,057 315,137 Elimination of equity accounted revenue ( 3,533 ) ( 2,159 ) ( 8,488 ) ( 14,180 ) — ( 14,180 ) Consolidated revenue $ 102,664 $ 91,555 $ 65,681 $ 259,900 $ 41,057 $ 300,957 For the 13 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 36,902 $ 19,469 $ 8,239 $ 64,610 $ 9,118 $ 73,728 In-House revenues 47,380 40,313 27,612 115,305 — 115,305 Other revenues 16,703 16,906 25,506 59,115 30,280 89,395 Total segment revenue 100,985 76,688 61,357 239,030 39,398 278,428 Elimination of equity accounted revenue ( 3,663 ) ( 1,833 ) ( 6,886 ) ( 12,382 ) — ( 12,382 ) Consolidated revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 For the 39 Weeks Ended October 1, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 130,548 $ 76,292 $ 33,527 $ 240,367 $ 34,819 $ 275,186 In-House revenues 148,183 135,137 93,738 377,058 65 377,123 Other revenues 55,192 54,108 42,035 151,335 81,102 232,437 Total segment revenue 333,923 265,537 169,300 768,760 115,986 884,746 Elimination of equity accounted revenue ( 11,480 ) ( 5,754 ) ( 22,423 ) ( 39,657 ) — ( 39,657 ) Consolidated revenue $ 322,443 $ 259,783 $ 146,877 $ 729,103 $ 115,986 $ 845,089 For the 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 99,960 $ 55,105 $ 22,632 $ 177,697 $ 25,991 $ 203,688 In-House revenues 138,113 120,003 64,559 322,675 — 322,675 Other revenues 52,095 43,120 36,845 132,060 77,701 209,761 Total segment revenue 290,168 218,228 124,036 632,432 103,692 736,124 Elimination of equity accounted revenue ( 10,770 ) ( 5,549 ) ( 17,981 ) ( 34,300 ) — ( 34,300 ) Consolidated revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA: For the 13 Weeks Ended October 1, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 102,664 $ 91,555 $ 65,681 $ 259,900 $ 41,057 $ 300,957 Total segment operating expenses ( 75,016 ) ( 78,265 ) ( 49,560 ) ( 202,841 ) ( 43,796 ) ( 246,637 ) Share of equity method investments adjusted EBITDA 697 450 1,410 2,557 - 2,557 Reportable segments adjusted EBITDA 28,345 13,740 17,531 59,616 ( 2,739 ) 56,877 Unallocated corporate overhead ( 8,098 ) Consolidated adjusted EBITDA 48,779 Depreciation and amortization ( 24,516 ) Interest expense, net ( 18,799 ) Income tax expense ( 4,208 ) Gain on sale of property and other, net 7 Share of income of equity method investments 1,953 Foreign exchange ( 30,698 ) Pre-opening expenses ( 5,093 ) Non-cash rent ( 1,317 ) Deferred registration fees, net 465 Share of equity method investments adjusted EBITDA ( 2,557 ) Share-based compensation expense ( 4,683 ) Other expenses, net ( 783 ) Net loss $ ( 41,450 ) For 13 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 Total segment operating expenses ( 81,309 ) ( 66,320 ) ( 42,861 ) ( 190,490 ) ( 39,505 ) ( 229,995 ) Share of equity method investments adjusted EBITDA 496 187 1,295 1,978 — 1,978 Reportable segments adjusted EBITDA 16,509 8,722 12,905 38,136 ( 107 ) 38,029 Unallocated corporate overhead ( 10,358 ) Consolidated adjusted EBITDA 27,671 Depreciation and amortization ( 26,971 ) Interest expense, net ( 18,453 ) Income tax expense ( 3,013 ) Loss on sale of property and other, net ( 12 ) Share of income of equity method investments 686 Foreign exchange ( 53,910 ) Pre-opening expenses ( 2,555 ) Non-cash rent ( 4,654 ) Deferred registration fees, net 489 Share of equity method investments adjusted EBITDA ( 1,978 ) Share-based compensation expense (1) ( 3,980 ) Other expenses, net (1) ( 4,693 ) Net loss $ ( 91,373 ) (1) Other expenses, net includes a $4 million share-based compensation expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For the 39 Weeks Ended October 1, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 322,443 $ 259,783 $ 146,877 $ 729,103 $ 115,986 $ 845,089 Total segment operating expenses ( 248,332 ) ( 212,048 ) ( 125,880 ) ( 586,260 ) ( 124,742 ) ( 711,002 ) Share of equity method investments adjusted EBITDA 2,202 928 4,135 7,265 — 7,265 Reportable segments adjusted EBITDA 76,313 48,663 25,132 150,108 ( 8,756 ) 141,352 Unallocated corporate overhead ( 26,642 ) Consolidated adjusted EBITDA 114,710 Depreciation and amortization ( 74,229 ) Interest expense, net ( 59,527 ) Income tax expense ( 5,386 ) Gain on sale of property and other, net 596 Share of income of equity method investments 4,411 Foreign exchange 3,899 Pre-opening expenses ( 14,293 ) Non-cash rent ( 6,198 ) Deferred registration fees, net 1,391 Share of equity method investments adjusted EBITDA ( 7,265 ) Share-based compensation expense ( 16,186 ) Other expenses, net ( 1,676 ) Net loss $ ( 59,753 ) For 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 Total segment operating expenses ( 229,118 ) ( 178,043 ) ( 96,715 ) ( 503,876 ) ( 109,338 ) ( 613,214 ) Share of equity method investments adjusted EBITDA 1,783 579 3,320 5,682 — 5,682 Reportable segments adjusted EBITDA 52,063 35,215 12,660 99,938 ( 5,646 ) 94,292 Unallocated corporate overhead ( 32,275 ) Consolidated adjusted EBITDA 62,017 Depreciation and amortization ( 72,490 ) Interest expense, net ( 52,948 ) Income tax expense ( 3,070 ) Gain on sale of property and other, net 1,529 Share of income of equity method investments 2,426 Foreign exchange ( 128,160 ) Pre-opening expenses ( 10,328 ) Non-cash rent (1) ( 5,644 ) Deferred registration fees, net ( 1,393 ) Share of equity method investments adjusted EBITDA ( 5,682 ) Share-based compensation expense (2) ( 16,057 ) Other expenses, net (2) ( 5,754 ) Net loss $ ( 235,554 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Other expenses, net includes a $4 million share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 Net income (loss) $ ( 41,450 ) $ ( 91,373 ) $ ( 59,753 ) $ ( 235,554 ) Depreciation and amortization 24,516 26,971 74,229 72,490 Interest expense, net 18,799 18,453 59,527 52,948 Income tax expense (benefit) 4,208 3,013 5,386 3,070 EBITDA 6,073 ( 42,936 ) 79,389 ( 107,046 ) Loss (gain) on sale of property and other, net ( 7 ) 12 ( 596 ) ( 1,529 ) Share of income of profit method investments ( 1,953 ) ( 686 ) ( 4,411 ) ( 2,426 ) Foreign exchange (gain) loss, net 30,698 53,910 ( 3,899 ) 128,160 Pre-opening expenses (1) 5,093 2,555 14,293 10,328 Non-cash rent (2) 1,317 4,654 6,198 5,644 Deferred registration fees, net ( 465 ) ( 489 ) ( 1,391 ) 1,393 Share of equity method investments adjusted EBITDA 2,557 1,978 7,265 5,682 Share-based compensation expense (3) 4,683 3,980 16,186 16,057 Other expenses, net (3)(4) 783 4,693 1,676 5,754 Adjusted EBITDA $ 48,779 $ 27,671 $ 114,710 $ 62,017 (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) The non-cash rent balance for the 39 weeks ended October 2, 2022 includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (3) Other expenses, net includes a $4 million share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. (4) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of less than $ 1 million and less than $ 1 million for the 39 weeks ended October 1, 2023 and October 2, 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 October 1, 2023 and January 1, 2023. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. As of (in thousands) October 1, 2023 January 1, 2023 Long-lived assets by geography North America $ 935,430 $ 901,505 United Kingdom 503,324 509,221 Europe 303,880 297,247 Asia 51,526 46,236 Total long-lived assets $ 1,794,160 $ 1,754,209 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 01, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions The amounts owed by (to) equity method investees due within one year are as follows: As of (in thousands) October 1, 2023 January 1, 2023 Soho House Toronto Partnership $ 720 $ 1,015 Raycliff Red LLP ( 5,146 ) ( 4,169 ) Mirador Barcel S.L. ( 925 ) ( 499 ) Little Beach House Barcelona S.L. ( 281 ) ( 313 ) Mimea XXI S.L. 711 477 $ ( 4,921 ) $ ( 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 handover 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 $ 43 million and $ 55 million, respectively, as of October 1, 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 in the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 5 million and $ 5 million during the 39 weeks ended October 1, 2023 and October 2, 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 October 1, 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 October 1, 2023 and October 2, 2022, respectively, and $ 2 million and $ 2 million during the 39 weeks ended October 1, 2023 and October 2, 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 and $ 15 million, respectively, as of October 1, 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 October 1, 2023 and October 2, 2022, respectively, and $ 1 million and $ 1 million during the 39 weeks ended October 1, 2023 and October 2, 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 $ 64 million and $ 68 million, respectively, as of October 1, 2023 and $ 65 million and $ 69 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 October 1, 2023 and October 2, 2022, respectively, and $ 4 million and $ 4 million during the 39 weeks ended October 1, 2023 and October 2, 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 $ 20 million and $ 22 million, respectively, as of October 1, 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 October 1, 2023 and October 2, 2022, respectively, and $ 2 million and $ 2 million during the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. The Co mpany 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 $ 6 million and $ 7 million, respectively, as of October 1, 2023 and $ 7 million and $ 7 million, respectively as of January 1, 2023. The rent expense associated with this lease was less than $ 1 mil lion and less than $ 1 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 1 million and $ 1 million during the 39 weeks ended October 1, 2023 and October 2, 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 October 1, 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 and less than $ 1 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 1 million and less than $ 1 million for the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. The Company leases the Soho House Stockholm property located at Majorsgatan 5, Stockholm, Sweden from Majorsbolaget AB, an affiliate of The Yucaipa Companies LLC. This lease comm enced 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 $ 26 million and $ 26 million, respectively, as of October 1, 2023 and $ 28 million and $ 28 million, respectively, as of January 1, 2023. The rent expense associated with this lease was $ 1 million and $ 2 million for the 13 weeks and 39 weeks ended October 1, 2023, respectively. Ned-Soho House, LLP received management fees, development fees and cost reimbursements from The Ned totaling $ 2 million and less than $ 1 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 4 million and $ 2 million during the 39 weeks ended October 1, 2023 and October 2, 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 and less than $ 1 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 1 million and less than $ 1 million for the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. The Company received management fees and cost reimbursements from affiliates of the Company related to the operations of The Ned Doha, which opened in November 2022, totaling $ 1 million and $ 2 million for the 13 weeks and 39 weeks ended October 1, 2023, respectively. 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 $ 3 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 6 million and $ 7 million during the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. Fees from the provision of Soho House Design services were received from affiliates of the Company totaled less than $ 1 million and $ 3 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and $ 1 million and $ 8 million during the 39 weeks ended October 1, 2023 and October 2, 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 $ 2 million for the 13 weeks ended October 1, 2023 and October 2, 2022, respectively, and less than $ 1 million and $ 4 million for the 39 weeks ended October 1, 2023 and October 2, 2022, respectively. As of October 1, 2023, the Company is owed $ 4.8 million, classified as other receivables within the prepaid expenses and other current assets financial statement line item, from the affiliates of The Yucaipa Com panies LLC in respect of certain reimbursable payments for Houses that are under development. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 01, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events Temporary Closure of Soho House Tel Aviv As a result of the ongoing conflict in Israel, which began after the reporting period on October 7, 2023, the Company has temporarily closed its House in Tel Aviv, Jaffa. During the closed period, the Company has continued to pay staff members and all existing Soho House Tel Aviv members are not being charged for their membership fees. The Company continues to monitor the situation closely. Shares Issued During October and November 2023, the Company issued a total of 279,261 shares of Class A common stock as a result of RSU awards scheduled vesting and SARs being exercised. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 01, 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- and 39-week periods ended October 1, 2023 and October 2, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The unaudited condensed consolidated statement of operations for the 13 weeks and 39 weeks ended October 2, 2022 include the correction of an error related to the Company’s unaudited condensed consolidated financial statements as of and for the 13 weeks ended April 3, 2022 ("Q1 2022"), and the consolidated financial statements as of and for the 52 weeks ended January 2, 2022 ("Fiscal 2021"), 53 weeks ended January 3, 2021 ("Fiscal 2020"), and 52 weeks ended December 29, 2019 ("Fiscal 2019"). The error relates to the correction of the estimation of the historical operating lease liabilities which resulted in the overstatement of operating lease expenses with a cumulative impact of $ 6 million for the 13 weeks ended April 3, 2022. The correction of this cumulative error is presented within In-House operating expenses in the unaudited condensed consolidated statement of operations for the 39 weeks ended October 2, 2022. 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. |
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) | 9 Months Ended |
Oct. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of consolidated VIEs' assets and liabilities included in the condensed consolidated balance sheets | The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated balance sheets. The obligations of the consolidated VIEs are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations. As of (in thousands) October 1, 2023 January 1, 2023 Cash and cash equivalents $ 8,191 $ 7,941 Accounts receivable 598 1,823 Inventories 16 19 Prepaid expenses and other current assets 3,092 3,283 Total current assets 11,897 13,066 Property and equipment, net 29,101 32,288 Operating lease assets 99,866 99,717 Other intangible assets, net 377 284 Other non-current assets 5,945 181 Total assets 147,186 145,536 Accounts payable 218 337 Accrued liabilities 6,764 8,131 Indirect and employee taxes payable 1,281 1,548 Current portion of debt, net of debt issuance costs 24,818 24,612 Current portion of operating lease liabilities - sites trading more than one year 5,873 4,362 Other current liabilities 5,639 4,153 Total current liabilities 44,593 43,143 Operating lease liabilities, net of current portion - sites trading more than one year 112,923 115,182 Total liabilities 157,516 158,325 Net liabilities $ ( 10,330 ) $ ( 12,789 ) |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of the company's maximum exposure to losses related to its equity method investments | The following table presents 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. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 Revenues $ 14,180 $ 12,382 $ 39,657 $ 34,300 Operating income (loss) 4,070 3,183 11,527 8,007 Net income (loss) (1) 2,581 1,392 8,092 4,207 (1) The net income (loss) shown above relates entirely to continuing operations. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 01, 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 October 1, 2023 is as follows: (in thousands) Operating Finance Undiscounted lease payments Remainder of 2023 $ 34,259 $ 1,440 2024 145,191 5,794 2025 149,167 5,833 2026 150,335 5,756 2027 141,763 5,746 Thereafter 1,726,947 218,348 Total undiscounted lease payments 2,347,662 242,917 Present value adjustment ( 1,045,811 ) ( 165,877 ) Total net lease liabilities $ 1,301,851 $ 77,040 |
Summary of the supplemental disclosure for the statement of cash flows related to operating and finance leases | The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases: For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 Cash flows from operating activities: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 103,386 ) $ ( 83,271 ) Interest payments for finance leases ( 4,159 ) ( 3,656 ) Cash flows from financing activities: Principal payments for finance leases $ ( 221 ) $ ( 431 ) Supplemental disclosures of non-cash investing and financing activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 79,631 $ 101,640 Acquisitions of property and equipment under finance leases $ 33 $ 11,357 |
Summary of the additional information related to operating and finance leases | The following summarizes additional information related to operating and finance leases: As of October 1, 2023 October 2, 2022 Weighted-average remaining lease term Finance leases 42 years 43 years Operating leases 16 years 17 years Weighted-average discount rate Finance leases 7.29 % 7.29 % Operating leases 7.87 % 7.95 % |
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 $ 262 2024 5,502 2025 19,293 2026 26,402 2027 55,007 Thereafter 1,158,004 Total undiscounted lease payments expected for leases signed but not commenced $ 1,264,470 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Oct. 01, 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 October 1, 2023: (in thousands) Next twelve Future periods Membership and registration fees $ 95,274 $ 25,772 Total future revenues $ 95,274 $ 25,772 The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers: As of (in thousands) October 1, 2023 January 1, 2023 Contract receivables $ 64,589 $ 42,215 Contract assets 4,839 9,344 Contract liabilities 151,976 130,975 |
Inventories, Prepaid Expenses_2
Inventories, Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Oct. 01, 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) October 1, 2023 January 1, 2023 Amounts owed by equity method investees $ 1,431 $ 1,492 Prepayments and accrued income 43,434 27,416 Contract assets 4,839 9,344 Other receivables 67,294 52,849 Total prepaid expenses and other current assets $ 116,998 $ 91,101 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Oct. 01, 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 October 1, 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 752 — ( 705 ) 47 October 1, 2023 $ 90,727 $ 47,446 $ 61,520 $ 199,693 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | The table below presents the components of accrued liabilities. As of (in thousands) October 1, 2023 January 1, 2023 Accrued interest $ 721 $ 440 Hotel deposits 16,694 11,758 Trade, capital and other accruals 76,653 71,914 Total accrued liabilities $ 94,068 $ 84,112 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 01, 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) October 1, 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 $ 599,400 $ 570,712 Soho Works Limited loans, unsecured, 7 % interest bearing, maturing September 2024 (see additional description below) 24,818 24,612 Other loans (see additional description below) 9,278 10,197 633,496 605,521 Less: Current portion of long-term debt ( 25,887 ) ( 25,617 ) Total long-term debt, net of current portion $ 607,609 $ 579,904 Property mortgage loans, net of debt issuance costs, are as follows: As of (in thousands) October 1, 2023 January 1, 2023 Term loan, interest at 5.34 %, maturing February 6, 2024 $ — $ 54,614 Mezzanine loan, interest at 7.25 %, maturing February 6, 2024 — 61,573 Term loan, interest at 6.99 %, maturing June 1, 2033 136,991 — Total property mortgage loans $ 136,991 $ 116,187 |
Summary Of remaining loans consist | The other loans consist of the following: Currency Maturity date Principal Applicable Greek Street loan £ January 2028 $ 3,009 7.5 % Compagnie de Phalsbourg credit facility € January 2025 5,479 7 % Greek government loan € July 2025 794 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 October 1, 2023: (in thousands) Remainder of 2023 $ 672 2024 25,534 2025 7,032 2026 803 2027 606,610 Thereafter 140,000 $ 780,651 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 01, 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 2024 and thereafter: (in thousands) Carrying Value Fair Value October 1, 2023 Senior Secured Notes $ 599,400 $ 578,200 Property mortgage loan 136,991 140,000 Other loans 9,278 8,847 $ 745,669 $ 727,047 (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) | 9 Months Ended |
Oct. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation | Share-based compensation during the 13 weeks and 39 weeks ended October 1, 2023 and October 2, 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 For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 SARs $ 1,331 $ 1,665 $ 6,798 $ 5,876 Restricted stock awards (Growth Shares) 237 550 1,101 1,853 RSUs 1,762 3,143 6,489 9,234 Type III modification 766 1,902 766 1,902 Employer-related payroll expense (1) 587 518 1,032 990 Total share-based compensation expense 4,683 7,778 16,186 19,855 Tax benefit for share-based compensation expense — — — — Share-based compensation expense, net of tax $ 4,683 $ 7,778 $ 16,186 $ 19,855 (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. |
Schedule of Assumptions Used in Applying Pricing Model | The weighted-average assumptions used in valuing SARs and restricted stock awards (previously zero granted as Growth Shares) granted during each period are set forth in the following table: For the 39 Weeks Ended For the Fiscal Year Ended Expected average life (1) 1.70 - 5.56 years 3.92 - 6.30 years Expected volatility (2) 55 - 59 % 56 % Risk-free interest rate (3) 3.54 - 5.14 % 3.78 - 4.25 % Expected dividend yield (4) 0.00 % 0.00 % (1) The expected life assumption is based on the Company's expectation for the period before exercise. (2) The expected volatility assumption is developed using leverage-adjusted historical volatilities for public peer companies for the period equal to the expected life of the awards. (3) The risk-free rate is based on the bootstrap adjusted US Treasury Rate Yield Curve Rate as of the valuation date, term matched with expected life of the awards. (4) The expected dividend yield is 0.0% since the Company does not expect to pay dividends. |
Loss Per Share and Shareholde_2
Loss Per Share and Shareholders' Equity (Tables) | 9 Months Ended |
Oct. 01, 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 Common Stock Class B Common Stock As of January 2, 2022 61,029,730 141,500,385 Shares repurchased ( 324,972 ) — RSUs vested 506,990 — As of April 3, 2022 61,211,748 141,500,385 Shares repurchased ( 2,254,505 ) — As of July 3, 2022 58,957,243 141,500,385 Shares repurchased ( 2,362,083 ) — RSUs vested 502,305 — As of October 2, 2022 57,097,465 141,500,385 SHCO Common Stock Class A Common Stock Class B Common Stock 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 Shares issued related to share-based compensation 336,564 — As of July 2, 2023 54,427,510 141,500,385 Shares issued related to share-based compensation 809,948 — Shares repurchased ( 2,000,000 ) As of October 1, 2023 53,237,458 141,500,385 |
Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares | 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. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands except share and per share amounts) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 Net income (loss) attributable to Soho House & Co Inc. $ ( 42,362 ) $ ( 91,668 ) $ ( 60,958 ) $ ( 234,106 ) Adjusted net loss attributable to Class A and Class B common stockholders ( 42,362 ) ( 91,668 ) ( 60,958 ) ( 234,106 ) Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders 196,153,371 199,390,524 195,745,787 201,020,845 Basic and diluted loss per share $ ( 0.22 ) $ ( 0.46 ) $ ( 0.31 ) $ ( 1.16 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Oct. 01, 2023 | |
Segment Reporting [Abstract] | |
Summary of disaggregated revenue | The following tables present disaggregated revenue for the 13 weeks and 39 weeks ended October 1, 2023 and October 2, 2022 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended October 1, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 45,195 $ 27,114 $ 12,019 $ 84,328 $ 12,205 $ 96,533 In-House revenues 44,780 45,539 32,697 123,016 65 123,081 Other revenues 16,222 21,061 29,453 66,736 28,787 95,523 Total segment revenue 106,197 93,714 74,169 274,080 41,057 315,137 Elimination of equity accounted revenue ( 3,533 ) ( 2,159 ) ( 8,488 ) ( 14,180 ) — ( 14,180 ) Consolidated revenue $ 102,664 $ 91,555 $ 65,681 $ 259,900 $ 41,057 $ 300,957 For the 13 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 36,902 $ 19,469 $ 8,239 $ 64,610 $ 9,118 $ 73,728 In-House revenues 47,380 40,313 27,612 115,305 — 115,305 Other revenues 16,703 16,906 25,506 59,115 30,280 89,395 Total segment revenue 100,985 76,688 61,357 239,030 39,398 278,428 Elimination of equity accounted revenue ( 3,663 ) ( 1,833 ) ( 6,886 ) ( 12,382 ) — ( 12,382 ) Consolidated revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 For the 39 Weeks Ended October 1, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 130,548 $ 76,292 $ 33,527 $ 240,367 $ 34,819 $ 275,186 In-House revenues 148,183 135,137 93,738 377,058 65 377,123 Other revenues 55,192 54,108 42,035 151,335 81,102 232,437 Total segment revenue 333,923 265,537 169,300 768,760 115,986 884,746 Elimination of equity accounted revenue ( 11,480 ) ( 5,754 ) ( 22,423 ) ( 39,657 ) — ( 39,657 ) Consolidated revenue $ 322,443 $ 259,783 $ 146,877 $ 729,103 $ 115,986 $ 845,089 For the 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 99,960 $ 55,105 $ 22,632 $ 177,697 $ 25,991 $ 203,688 In-House revenues 138,113 120,003 64,559 322,675 — 322,675 Other revenues 52,095 43,120 36,845 132,060 77,701 209,761 Total segment revenue 290,168 218,228 124,036 632,432 103,692 736,124 Elimination of equity accounted revenue ( 10,770 ) ( 5,549 ) ( 17,981 ) ( 34,300 ) — ( 34,300 ) Consolidated revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 |
Summary of reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue | The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA: For the 13 Weeks Ended October 1, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 102,664 $ 91,555 $ 65,681 $ 259,900 $ 41,057 $ 300,957 Total segment operating expenses ( 75,016 ) ( 78,265 ) ( 49,560 ) ( 202,841 ) ( 43,796 ) ( 246,637 ) Share of equity method investments adjusted EBITDA 697 450 1,410 2,557 - 2,557 Reportable segments adjusted EBITDA 28,345 13,740 17,531 59,616 ( 2,739 ) 56,877 Unallocated corporate overhead ( 8,098 ) Consolidated adjusted EBITDA 48,779 Depreciation and amortization ( 24,516 ) Interest expense, net ( 18,799 ) Income tax expense ( 4,208 ) Gain on sale of property and other, net 7 Share of income of equity method investments 1,953 Foreign exchange ( 30,698 ) Pre-opening expenses ( 5,093 ) Non-cash rent ( 1,317 ) Deferred registration fees, net 465 Share of equity method investments adjusted EBITDA ( 2,557 ) Share-based compensation expense ( 4,683 ) Other expenses, net ( 783 ) Net loss $ ( 41,450 ) For 13 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 97,322 $ 74,855 $ 54,471 $ 226,648 $ 39,398 $ 266,046 Total segment operating expenses ( 81,309 ) ( 66,320 ) ( 42,861 ) ( 190,490 ) ( 39,505 ) ( 229,995 ) Share of equity method investments adjusted EBITDA 496 187 1,295 1,978 — 1,978 Reportable segments adjusted EBITDA 16,509 8,722 12,905 38,136 ( 107 ) 38,029 Unallocated corporate overhead ( 10,358 ) Consolidated adjusted EBITDA 27,671 Depreciation and amortization ( 26,971 ) Interest expense, net ( 18,453 ) Income tax expense ( 3,013 ) Loss on sale of property and other, net ( 12 ) Share of income of equity method investments 686 Foreign exchange ( 53,910 ) Pre-opening expenses ( 2,555 ) Non-cash rent ( 4,654 ) Deferred registration fees, net 489 Share of equity method investments adjusted EBITDA ( 1,978 ) Share-based compensation expense (1) ( 3,980 ) Other expenses, net (1) ( 4,693 ) Net loss $ ( 91,373 ) (1) Other expenses, net includes a $4 million share-based compensation expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For the 39 Weeks Ended October 1, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 322,443 $ 259,783 $ 146,877 $ 729,103 $ 115,986 $ 845,089 Total segment operating expenses ( 248,332 ) ( 212,048 ) ( 125,880 ) ( 586,260 ) ( 124,742 ) ( 711,002 ) Share of equity method investments adjusted EBITDA 2,202 928 4,135 7,265 — 7,265 Reportable segments adjusted EBITDA 76,313 48,663 25,132 150,108 ( 8,756 ) 141,352 Unallocated corporate overhead ( 26,642 ) Consolidated adjusted EBITDA 114,710 Depreciation and amortization ( 74,229 ) Interest expense, net ( 59,527 ) Income tax expense ( 5,386 ) Gain on sale of property and other, net 596 Share of income of equity method investments 4,411 Foreign exchange 3,899 Pre-opening expenses ( 14,293 ) Non-cash rent ( 6,198 ) Deferred registration fees, net 1,391 Share of equity method investments adjusted EBITDA ( 7,265 ) Share-based compensation expense ( 16,186 ) Other expenses, net ( 1,676 ) Net loss $ ( 59,753 ) For 39 Weeks Ended October 2, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 279,398 $ 212,679 $ 106,055 $ 598,132 $ 103,692 $ 701,824 Total segment operating expenses ( 229,118 ) ( 178,043 ) ( 96,715 ) ( 503,876 ) ( 109,338 ) ( 613,214 ) Share of equity method investments adjusted EBITDA 1,783 579 3,320 5,682 — 5,682 Reportable segments adjusted EBITDA 52,063 35,215 12,660 99,938 ( 5,646 ) 94,292 Unallocated corporate overhead ( 32,275 ) Consolidated adjusted EBITDA 62,017 Depreciation and amortization ( 72,490 ) Interest expense, net ( 52,948 ) Income tax expense ( 3,070 ) Gain on sale of property and other, net 1,529 Share of income of equity method investments 2,426 Foreign exchange ( 128,160 ) Pre-opening expenses ( 10,328 ) Non-cash rent (1) ( 5,644 ) Deferred registration fees, net ( 1,393 ) Share of equity method investments adjusted EBITDA ( 5,682 ) Share-based compensation expense (2) ( 16,057 ) Other expenses, net (2) ( 5,754 ) Net loss $ ( 235,554 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. (2) Other expenses, net includes a $4 million share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. For the 13 Weeks Ended For the 39 Weeks Ended (in thousands) October 1, 2023 October 2, 2022 October 1, 2023 October 2, 2022 Net income (loss) $ ( 41,450 ) $ ( 91,373 ) $ ( 59,753 ) $ ( 235,554 ) Depreciation and amortization 24,516 26,971 74,229 72,490 Interest expense, net 18,799 18,453 59,527 52,948 Income tax expense (benefit) 4,208 3,013 5,386 3,070 EBITDA 6,073 ( 42,936 ) 79,389 ( 107,046 ) Loss (gain) on sale of property and other, net ( 7 ) 12 ( 596 ) ( 1,529 ) Share of income of profit method investments ( 1,953 ) ( 686 ) ( 4,411 ) ( 2,426 ) Foreign exchange (gain) loss, net 30,698 53,910 ( 3,899 ) 128,160 Pre-opening expenses (1) 5,093 2,555 14,293 10,328 Non-cash rent (2) 1,317 4,654 6,198 5,644 Deferred registration fees, net ( 465 ) ( 489 ) ( 1,391 ) 1,393 Share of equity method investments adjusted EBITDA 2,557 1,978 7,265 5,682 Share-based compensation expense (3) 4,683 3,980 16,186 16,057 Other expenses, net (3)(4) 783 4,693 1,676 5,754 Adjusted EBITDA $ 48,779 $ 27,671 $ 114,710 $ 62,017 (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) The non-cash rent balance for the 39 weeks ended October 2, 2022 includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (3) Other expenses, net includes a $4 million share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. (4) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of less than $ 1 million and less than $ 1 million for the 39 weeks ended October 1, 2023 and October 2, 2022 , respectively . |
Summary of long-lived asset information by geographic area | The following table presents long-lived asset information (which includes property and equipment, net, operating lease right-of-use assets and equity method investments) by geographic area as of October 1, 2023 and January 1, 2023. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. As of (in thousands) October 1, 2023 January 1, 2023 Long-lived assets by geography North America $ 935,430 $ 901,505 United Kingdom 503,324 509,221 Europe 303,880 297,247 Asia 51,526 46,236 Total long-lived assets $ 1,794,160 $ 1,754,209 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Oct. 01, 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) October 1, 2023 January 1, 2023 Soho House Toronto Partnership $ 720 $ 1,015 Raycliff Red LLP ( 5,146 ) ( 4,169 ) Mirador Barcel S.L. ( 925 ) ( 499 ) Little Beach House Barcelona S.L. ( 281 ) ( 313 ) Mimea XXI S.L. 711 477 $ ( 4,921 ) $ ( 3,489 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies- Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Oct. 01, 2023 | Jul. 02, 2023 | Apr. 02, 2023 | Oct. 02, 2022 | Jul. 03, 2022 | Apr. 03, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | Jan. 01, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Operating Lease, Liability | $ 1,301,851 | $ 1,301,851 | |||||||
Operating lease assets | 1,131,435 | 1,131,435 | $ 1,085,579 | ||||||
Net income (loss) | (41,450) | $ (2,287) | $ (16,016) | $ (91,373) | $ (83,555) | $ (60,626) | (59,753) | $ (235,554) | |
Cash flow from operation | 30,476 | 38,106 | |||||||
Accumulated deficit | (1,303,370) | (1,303,370) | (1,242,412) | ||||||
Cash and cash equivalents at carrying value | 162,540 | 227,896 | 162,540 | 227,896 | 182,115 | ||||
Restricted cash | $ 500 | $ 7,205 | $ 500 | $ 7,205 | $ 7,928 | ||||
Previously Reported [Member] | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Overstatement of operating lease expenses | $ 6,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | Jan. 01, 2023 | |
Business Acquisition [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 162,540 | $ 227,896 | $ 162,540 | $ 227,896 | $ 182,115 |
Operating Lease, Right-of-Use Asset | 1,131,435 | 1,131,435 | 1,085,579 | ||
Property, Plant and Equipment, Additions | 18,000 | $ 26,000 | 47,000 | 64,000 | |
Operating lease right-of-use asset and associated lease liability | 79,631 | $ 101,640 | |||
Business combination, Recognized goodwill | $ 199,693 | $ 199,693 | $ 199,646 |
Consolidated Variable Interes_3
Consolidated Variable Interest Entities - Summary of Consolidated VIEs' Assets and Liabilities Included in The Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 | Oct. 02, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | $ 162,540 | $ 182,115 | $ 227,896 |
Restricted cash | 500 | 7,928 | $ 7,205 |
Accounts receivable | 64,589 | 42,215 | |
Inventories | 55,768 | 57,848 | |
Prepaid expenses and other current assets | 116,998 | 91,101 | |
Total current assets | 400,395 | 381,207 | |
Property and equipment, net | 637,133 | 647,001 | |
Operating lease assets | 1,131,435 | 1,085,579 | |
Other intangible assets, net | 124,356 | 125,968 | |
Other non-current assets | 8,296 | 6,571 | |
Total assets | 2,527,369 | 2,467,896 | |
Accounts payable | 75,598 | 80,741 | |
Accrued liabilities | 94,068 | 84,112 | |
Indirect and employee taxes payable | 37,614 | 38,088 | |
Other current liabilities | 34,317 | 36,019 | |
Total current liabilities | 422,879 | 395,800 | |
Other non-current liabilities | 0 | 256 | |
Total liabilities | 2,602,935 | 2,483,272 | |
Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Cash and cash equivalents | 8,191 | 7,941 | |
Accounts receivable | 598 | 1,823 | |
Inventories | 16 | 19 | |
Prepaid expenses and other current assets | 3,092 | 3,283 | |
Total current assets | 11,897 | 13,066 | |
Property and equipment, net | 29,101 | 32,288 | |
Operating lease assets | 99,866 | 99,717 | |
Other intangible assets, net | 377 | 284 | |
Other non-current assets | 5,945 | 181 | |
Total assets | 147,186 | 145,536 | |
Accounts payable | 218 | 337 | |
Accrued liabilities | 6,764 | 8,131 | |
Indirect and employee taxes payable | 1,281 | 1,548 | |
Current portion of debt | 24,818 | 24,612 | |
Other current liabilities | 5,639 | 4,153 | |
Total current liabilities | 44,593 | 43,143 | |
Total liabilities | 157,516 | 158,325 | |
Net liabilities | (10,330) | (12,789) | |
Sites Trading Less Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 2,413 | 4,176 | |
Operating lease liabilities, net of current portion | 93,117 | 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 | 5,873 | 4,362 | |
Sites Trading More Than One Year [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current portion of operating lease liabilities | 44,353 | 35,436 | |
Operating lease liabilities, net of current portion | 1,161,968 | 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 | $ 112,923 | $ 115,182 |
Consolidated Variable Interes_4
Consolidated Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 29, 2017 | Oct. 01, 2023 | Jan. 01, 2023 | Oct. 02, 2022 |
Consolidated Variable Interest Entities [Line Items] | ||||
Cash and cash equivalents | $ 162,540 | $ 182,115 | $ 227,896 | |
Operating Lease, Right-of-Use Asset | $ 1,131,435 | $ 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 shares voting rights | 50 | |||
Soho Works Limited [Member] | Stock Option [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 | 9 Months Ended | |||||||
Oct. 01, 2023 | Jul. 02, 2023 | Apr. 02, 2023 | Oct. 02, 2022 | Jul. 03, 2022 | Apr. 03, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | ||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||||||||
Revenues | $ 300,957 | $ 266,046 | $ 845,089 | $ 701,824 | |||||
Operating income (loss) | (20,403) | (70,581) | 153 | (183,491) | |||||
Net income (loss) | (41,450) | $ (2,287) | $ (16,016) | (91,373) | $ (83,555) | $ (60,626) | (59,753) | (235,554) | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||||||||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||||||||
Revenues | 14,180 | 12,382 | 39,657 | 34,300 | |||||
Operating income (loss) | 4,070 | 3,183 | 11,527 | 8,007 | |||||
Net income (loss) | [1] | $ 2,581 | $ 1,392 | $ 8,092 | $ 4,207 | ||||
[1] The net income (loss) shown above relates entirely to continuing operations. |
Equity Method Investments - S_2
Equity Method Investments - Summary of Equity Method Investment Summarized Balance Sheet (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Current assets | $ 400,395 | $ 381,207 |
Non-current assets | 2,126,974 | 2,086,689 |
Total assets | 2,527,369 | 2,467,896 |
Current liabilities | 422,879 | 395,800 |
Non-current liabilities | 2,180,056 | 2,087,472 |
Total liabilities | $ 2,602,935 | $ 2,483,272 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Oct. 01, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Equity method investment | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 01, 2023 USD ($) Number | Oct. 02, 2022 USD ($) | Oct. 01, 2023 USD ($) Number | Oct. 02, 2022 USD ($) | Jan. 01, 2023 USD ($) | |
Finance leases, Term of contract | 50 years | 50 years | |||
Operating leases, Option to extend | multiple | ||||
Number of units under Finance lease | Number | 4 | 4 | |||
Finance leases, Renewal term | 25 years | 25 years | |||
Number of units subject to operating lease | Number | 139 | 139 | |||
Finance lease liabilities | $ 77,040 | $ 77,040 | $ 76,638 | ||
Operating leases, Rental expenses | 37,000 | $ 34,000 | 110,000 | $ 99,000 | |
Finance lease assets, Amortization expense | 1,000 | 1,000 | 1,000 | ||
Finance lease, Interest expense | 1,000 | $ 1,000 | 4,000 | $ 4,000 | |
Operating lease liability, Payments due | $ 2,347,662 | $ 2,347,662 | |||
Operating lease, Weighted average remaining lease term | 16 years | 17 years | 16 years | 17 years | |
Material Leases [Member] | |||||
Number of units under Finance lease | Number | 3 | 3 | |||
Minimum [Member] | |||||
Operating leases, Term of contract | 1 year | 1 year | |||
Operating leases, Renewal term | 5 years | 5 years | |||
Maximum [Member] | |||||
Operating leases, Term of contract | 30 years | 30 years | |||
Operating leases, Renewal term | 10 years | 10 years | |||
2023 [Member] | |||||
Operating lease liability, Payments due | $ 84,000 | $ 84,000 | |||
Operating lease, Weighted average remaining lease term | 20 years | 20 years | |||
2024 [Member] | |||||
Operating lease liability, Payments due | $ 393,000 | $ 393,000 | |||
Operating lease, Weighted average remaining lease term | 20 years | 20 years | |||
2025 [Member] | |||||
Operating lease liability, Payments due | $ 63,000 | $ 63,000 | |||
Operating lease, Weighted average remaining lease term | 21 years | 21 years | |||
2026 [Member] | |||||
Operating lease liability, Payments due | $ 334,000 | $ 334,000 | |||
Operating lease, Weighted average remaining lease term | 22 years | 22 years | |||
2027 [Member] | |||||
Operating lease liability, Payments due | $ 390,000 | $ 390,000 | |||
Operating lease, Weighted average remaining lease term | 15 years | 15 years |
Leases - Summary of The Maturit
Leases - Summary of The Maturity of The Company's Operating and Finance Lease Liabilities (Detail) $ in Thousands | Oct. 01, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 34,259 |
2024 | 145,191 |
2025 | 149,167 |
2026 | 150,335 |
2027 | 141,763 |
Thereafter | 1,726,947 |
Total undiscounted lease payments | 2,347,662 |
Present value adjustment | (1,045,811) |
Total net lease liabilities | 1,301,851 |
Remainder of 2023 | 1,440 |
2024 | 5,794 |
2025 | 5,833 |
2026 | 5,756 |
2027 | 5,746 |
Thereafter | 218,348 |
Total undiscounted lease payments | 242,917 |
Present value adjustment | (165,877) |
Total net lease liabilities | $ 77,040 |
Leases - Summary of The Supplem
Leases - Summary of The Supplemental Disclosure For The Statement of Cash Flows Related to Operating and Finance Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2023 | Oct. 02, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ (103,386) | $ (83,271) |
Interest payments for finance leases | (4,159) | (3,656) |
Cash flows from financing activities related to leases | ||
Principal payments for finance leases | (221) | (431) |
Supplemental disclosures of non-cash investing and financing activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | 79,631 | 101,640 |
Acquisitions of property and equipment under finance leases | $ 33 | $ 11,357 |
Leases - Summary of The Additio
Leases - Summary of The Additional Information Related to Operating and Finance Leases (Detail) | Oct. 01, 2023 | Oct. 02, 2022 |
Weighted-average remaining lease term | ||
Finance leases | 42 years | 43 years |
Operating leases | 16 years | 17 years |
Weighted-average discount rate | ||
Finance leases | 7.29% | 7.29% |
Operating leases | 7.87% | 7.95% |
Leases - Summary of The Company
Leases - Summary of The Company's Estimated Future Undiscounted Lease Payments For Current Leases (Detail) $ in Thousands | Oct. 01, 2023 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 262 |
2024 | 5,502 |
2025 | 19,293 |
2026 | 26,402 |
2027 | 55,007 |
Thereafter | 1,158,004 |
Total undiscounted lease payments expected for leases signed but not commenced | $ 1,264,470 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) $ in Thousands | 9 Months Ended |
Oct. 01, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | $ 95,274 |
Future periods [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | 25,772 |
Membership And Registration Fees [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | 95,274 |
Membership And Registration Fees [Member] | Future periods [Member] | |
Disaggregation of Revenue [Line Items] | |
Total future revenues | $ 25,772 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract Receivables, Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Revenue Recognition [Abstract] | ||
Contract receivables | $ 64,589 | $ 42,215 |
Contract assets | 4,839 | 9,344 |
Contract liabilities | $ 151,976 | $ 130,975 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Revenue Recognition [Abstract] | ||||
Revenue recognized, contract liability | $ 30 | $ 27 | $ 95 | $ 65 |
Inventories, Prepaid Expenses_3
Inventories, Prepaid Expenses and Other Current Assets - Prepaid Expenses And Other Current Assets (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Amounts owed by equity method investees | $ 1,431 | $ 1,492 |
Prepayments and accrued income | 43,434 | 27,416 |
Contract assets | 4,839 | 9,344 |
Other receivables | 67,294 | 52,849 |
Total prepaid expenses and other current assets | $ 116,998 | $ 91,101 |
Inventories, Prepaid Expenses_4
Inventories, Prepaid Expenses and Other Current Assets - Additional Information (Detail) - USD ($) $ in Millions | Oct. 01, 2023 | Jan. 01, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Raw materials and service stock and supplies | $ 25 | $ 19 |
Finished goods | $ 31 | $ 39 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Property, plant and equipment, additions | $ 18 | $ 26 | $ 47 | $ 64 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Oct. 01, 2023 USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 199,646 |
Foreign currency translation adjustment | 47 |
Ending balance | 199,693 |
UK [Member] | |
Goodwill [Line Items] | |
Beginning balance | 89,975 |
Foreign currency translation adjustment | 752 |
Ending balance | 90,727 |
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 | (705) |
Ending balance | $ 61,520 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Accrued Liabilities [Abstract] | ||
Accrued interest | $ 721 | $ 440 |
Hotel deposits | 16,694 | 11,758 |
Trade, capital and other accruals | 76,653 | 71,914 |
Total accrued liabilities | $ 94,068 | $ 84,112 |
Debt - Summary of Property Mort
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 | Feb. 28, 2019 |
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | $ 633,496 | $ 605,521 | |
Less: Current portion of long-term debt | (25,887) | (25,617) | |
Total long-term debt, net of current portion | 607,609 | 579,904 | |
Term Loan | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | 136,991 | 0 | |
Soho Works Limited loans [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 24,818 | 24,612 | |
Senior Notes [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 599,400 | 570,712 | |
Other Loans [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Debt balances, net | 9,278 | 10,197 | |
Mortgages [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | 136,991 | 116,187 | |
Mortgages [Member] | Term Loan | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | 0 | 54,614 | |
Mortgages [Member] | Subordinated Debt [Member] | |||
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items] | |||
Property mortgage loans, net | $ 0 | $ 61,573 | $ 62 |
Debt - Summary of Property Mo_2
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended | |
Oct. 01, 2023 | Jan. 01, 2023 | Feb. 28, 2019 | |
Term Loam [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 6.99% | 6.99% | |
Debt Instrument, Maturity Date | Jun. 01, 2033 | Jun. 01, 2033 | |
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] | 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 | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2022 | Dec. 31, 2017 | Oct. 01, 2023 USD ($) | Oct. 02, 2022 USD ($) | Oct. 01, 2023 USD ($) | Oct. 02, 2022 USD ($) | Jan. 01, 2023 USD ($) | Oct. 01, 2023 GBP (£) | Jan. 01, 2023 GBP (£) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 GBP (£) | Mar. 31, 2021 EUR (€) | Feb. 28, 2019 USD ($) | Jan. 01, 2018 USD ($) | Jan. 01, 2018 GBP (£) | May 01, 2014 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Letter of guarantee | $ 5,000 | $ 5,000 | £ 4 | |||||||||||||
Interest Expense | 18,799 | $ 18,453 | 59,527 | $ 52,948 | ||||||||||||
Consolidated adjusted EBITDA | 48,779 | 27,671 | $ 114,710 | 62,017 | ||||||||||||
Revolving credit facility maturity date extend description | On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into | |||||||||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ (3,278) | 0 | ||||||||||||||
Loss on extinguishment of debt | 3,000 | |||||||||||||||
Senior secured notes | $ 295,000 | € 62 | ||||||||||||||
Existing term loan and mezzanine loan | $ 140,000 | |||||||||||||||
Long-term Debt | 633,496 | 633,496 | $ 605,521 | |||||||||||||
Soho Works Limited [Member] | Related Party Loans [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Expense | 1,000 | 2,000 | ||||||||||||||
Carrying amount of the term loan | 25,000 | 25,000 | $ 25,000 | £ 20 | £ 20 | |||||||||||
Term Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Expense | $ 2,000 | $ 3,000 | ||||||||||||||
Interest rate | 6.99% | 6.99% | 6.99% | |||||||||||||
Fixed rate borrowings [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Weighted-average interest rate | 8% | 8% | 8% | 8% | 8% | |||||||||||
Floating Rate borrowings [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Weighted-average interest rate | 0% | 0% | 0% | 0% | 0% | |||||||||||
Mortgages [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Expense | $ 2,000 | 2,000 | $ 6,000 | 6,000 | ||||||||||||
Property Mortgage Loans | $ 136,991 | $ 136,991 | $ 116,187 | |||||||||||||
Mortgages [Member] | Soho Works Limited [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Maturity Date | Sep. 29, 2024 | |||||||||||||||
Interest rate | 7% | |||||||||||||||
Mortgages [Member] | Term Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 5.34% | |||||||||||||||
Property Mortgage Loans | $ 55 | |||||||||||||||
Mortgages [Member] | Subordinated Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Maturity Date | Feb. 06, 2024 | Feb. 06, 2024 | ||||||||||||||
Interest rate | 7.25% | 7.25% | 7.25% | 7.25% | 7.25% | 7.25% | ||||||||||
Property Mortgage Loans | $ 0 | $ 0 | $ 61,573 | $ 62 | ||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 86,000 | 86,000 | £ 71 | |||||||||||||
Interest Expense | $ 1,000 | 1,000 | $ 1,000 | 2,000 | ||||||||||||
Greek Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility | $ 7,000 | £ 5 | ||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2028 | |||||||||||||||
Interest Expense | $ 1,000 | 1,000 | ||||||||||||||
Interest rate | 7.50% | 7.50% | 7.50% | 7.50% | 7.50% | |||||||||||
Debt Instrument, Face Amount | $ 3,009 | $ 3,009 | ||||||||||||||
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 | $ 12,000 | $ 38,000 | $ 34,000 | ||||||||||||
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 | 9 Months Ended | |
Oct. 01, 2023 | Jan. 01, 2018 | |
Greek Street Loan [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 31, 2028 | |
Principal balance as of July 2, 2023 | $ 3,009 | |
Applicable interest rate as of July 2, 2023 | 7.50% | 7.50% |
Compagnie De Phalsbourg Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jan. 31, 2025 | |
Principal balance as of July 2, 2023 | $ 5,479 | |
Applicable interest rate as of July 2, 2023 | 7% | |
Greek Government Loan [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Jul. 31, 2025 | |
Principal balance as of July 2, 2023 | $ 794 | |
Applicable interest rate as of July 2, 2023 | 3.10% |
Debt - Summary Of Future Princi
Debt - Summary Of Future Principal Payments For The Company's Debt, Property Mortgage Loans, and Related Party Loans (Detail) $ in Thousands | Oct. 01, 2023 USD ($) |
Debt Instruments [Abstract] | |
Remainder of 2023 | $ 672 |
2024 | 25,534 |
2025 | 7,032 |
2026 | 803 |
2027 | 606,610 |
Thereafter | 140,000 |
Total | $ 780,651 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Estimated Fair Values of the Company's Debt Instruments (Detail) - Level 3 [Member] - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 745,669 | $ 697,096 |
Fair Value | 727,047 | 668,075 |
Senior Secured Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 599,400 | 570,712 |
Fair Value | 578,200 | 545,362 |
Property mortgage loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 136,991 | 116,187 |
Fair Value | 140,000 | 113,066 |
Other non-current debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 9,278 | 10,197 |
Fair Value | $ 8,847 | $ 9,647 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, assets and liabilities measured on recurring and nonrecurring basis | $ 0 | $ 0 |
Property mortgage loans [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt issuance costs | $ 3,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-Based Compensation (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 30, 2023 | Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total share-based compensation expense | $ 2,000 | $ 4,683 | $ 7,778 | $ 16,186 | $ 19,855 | |
Tax benefit for share-based compensation expense | 0 | 0 | 0 | 0 | ||
Share-based compensation expense, net of tax | 4,683 | 7,778 | 16,186 | 19,855 | ||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total share-based compensation expense | 1,331 | 1,665 | 6,798 | 5,876 | ||
Growth Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total share-based compensation expense | 237 | 550 | 1,101 | 1,853 | ||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total share-based compensation expense | 1,762 | 3,143 | 6,489 | 9,234 | ||
Type III modification | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total share-based compensation expense | 0 | 1,902 | 0 | 1,902 | ||
Employer-related payroll expense [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total share-based compensation expense | [1] | $ 587 | $ 518 | $ 1,032 | $ 990 | |
[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 - Su_2
Share-Based Compensation - Summary of Assumptions Used in Applying Pricing Model (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Oct. 01, 2023 | Jan. 01, 2023 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | [1] | 56% | |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk Free Interest Rate, Minimum | [2] | 3.54% | 3.78% |
Risk Free Interest Rate, Maximum | [2] | 5.14% | 4.25% |
Expected dividend yield | [3] | $ 0 | $ 0 |
Maximum [Member] | Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected average life | [4] | 5 years 6 months 21 days | 6 years 3 months 18 days |
Expected volatility | [1] | 59% | |
Minimum [Member] | Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected average life | [4] | 1 year 8 months 12 days | 3 years 11 months 1 day |
Expected volatility | [1] | 55% | |
[1] The expected volatility assumption is developed using leverage-adjusted historical volatilities for public peer companies for the period equal to the expected life of the awards. The risk-free rate is based on the bootstrap adjusted US Treasury Rate Yield Curve Rate as of the valuation date, term matched with expected life of the awards. The expected dividend yield is 0.0% since the Company does not expect to pay dividends. The expected life assumption is based on the Company's expectation for the period before exercise. |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2021 | Aug. 31, 2020 | Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | Jan. 01, 2023 | |
Share Based Compensation [Line Items] | |||||||||
Share-based compensation expense | $ 2,000 | $ 4,683 | $ 7,778 | $ 16,186 | $ 19,855 | ||||
2020 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Number of Restricted stock unit award, Grants | 9,978,143 | ||||||||
Award grants | 9,978,143 | ||||||||
2021 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Number of Restricted stock unit award, Grants | 12,107,333 | ||||||||
Award grants | 12,107,333 | ||||||||
Common stock reserved for future issuance | 3,997,929 | 3,997,929 | |||||||
Stock Appreciation Rights (SARs) [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation expense | $ 1,331 | 1,665 | $ 6,798 | 5,876 | |||||
Share-based payment nonvested award, cost not yet recognized | $ 3,000 | $ 3,000 | |||||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 1 year 4 months 6 days | ||||||||
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 | 4,298,766 | 4,298,766 | 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] | |||||||||
Number of Restricted stock unit award, Grants | 3,113,109 | ||||||||
Share-based compensation options outstanding number | 2,850,853 | 2,850,853 | |||||||
Award grants | 3,113,109 | ||||||||
Growth Shares [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation expense | $ 237 | 550 | $ 1,101 | 1,853 | |||||
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 compensation expense | 1,762 | 3,143 | 6,489 | 9,234 | |||||
Share-based payment nonvested award, cost not yet recognized | $ 14,000 | $ 14,000 | |||||||
Share-based payment nonvested award cost not yet recognized, period for recognition | 1 year 9 months 7 days | ||||||||
Restricted Stock Units (RSUs) [Member] | 2021 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Number of Restricted stock unit award, Grants | 837,440 | ||||||||
Share-based compensation options outstanding number | 2,533,718 | 2,533,718 | 2,998,865 | ||||||
Award grants | 837,440 | ||||||||
Type III modification | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation expense | $ 0 | $ 1,902 | $ 0 | $ 1,902 | |||||
Type I modifications [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Modifiction Fair Value | $ 2,000 | ||||||||
Incremental Modified Fair Value | $ 1,000 | ||||||||
SHCO Restricted Stock [Member] | 2020 Equity And Incentive Plan [Member] | |||||||||
Share Based Compensation [Line Items] | |||||||||
Share-based compensation options outstanding number | 0 | 0 | 146,574 |
Loss Per Share and Shareholde_3
Loss Per Share and Shareholders' Equity - Schedule of Changes in each Class of Redeemable Preferred Shares, Ordinary Shares and Common Stock (Details) - shares | 3 Months Ended | |||||
Oct. 01, 2023 | Jul. 02, 2023 | Apr. 02, 2023 | Oct. 02, 2022 | Jul. 03, 2022 | Apr. 03, 2022 | |
Soho House Holdings Limited SHHL [Member] | Class A Common Stock [Member] | ||||||
Beginning Balance, Shares | 58,957,243 | 61,211,748 | 61,029,730 | |||
Shares repurchased | (2,362,083) | (2,254,505) | (324,972) | |||
RSUs vested | 502,305 | 506,990 | ||||
Ending Balance, Shares | 57,097,465 | 58,957,243 | 61,211,748 | |||
Soho House Holdings Limited SHHL [Member] | Class B Common Stock [Member] | ||||||
Beginning Balance, Shares | 141,500,385 | 141,500,385 | 141,500,385 | |||
Shares repurchased | 0 | 0 | 0 | |||
RSUs vested | 0 | 0 | ||||
Ending Balance, Shares | 141,500,385 | 141,500,385 | 141,500,385 | |||
MCG Common Stock [Member] | Class A Common Stock [Member] | ||||||
Beginning Balance, Shares | 54,427,510 | 54,090,946 | 53,722,597 | |||
Shares repurchased | (2,000,000) | |||||
Shares issued related to share-based compensation | 809,948 | 336,564 | 368,349 | |||
Ending Balance, Shares | 53,237,458 | 54,427,510 | 54,090,946 | |||
MCG Common Stock [Member] | Class B Common Stock [Member] | ||||||
Beginning Balance, Shares | 141,500,385 | 141,500,385 | 141,500,385 | |||
Shares issued related to share-based compensation | 0 | 0 | 0 | |||
Ending Balance, Shares | 141,500,385 | 141,500,385 | 141,500,385 |
Loss Per Share and Shareholde_4
Loss Per Share and Shareholders' Equity - Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to Soho House & Co Inc. | $ (42,362) | $ (91,668) | $ (60,958) | $ (234,106) |
Weighted average shares outstanding for basic loss per share for Class A and Class B common stockholders | 196,153 | 199,391 | 195,746 | 201,021 |
Weighted average shares outstanding for diluted loss per share for Class A and Class B common stockholders | 196,153 | 199,391 | 195,746 | 201,021 |
Basic loss per share | $ (0.22) | $ (0.46) | $ (0.31) | $ (1.16) |
Diluted loss per share | $ (0.22) | $ (0.46) | $ (0.31) | $ (1.16) |
Common Class A [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average shares outstanding for basic loss per share for Class A and Class B common stockholders | 196,153,371 | 199,390,524 | 195,745,787 | 201,020,845 |
Weighted average shares outstanding for diluted loss per share for Class A and Class B common stockholders | 196,153,371 | 199,390,524 | 195,745,787 | 201,020,845 |
Common Class B [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Adjusted net loss attributable to Class A and Class B common stockholders | $ (42,362) | $ (91,668) | $ (60,958) | $ (234,106) |
Loss Per Share and Shareholde_5
Loss Per Share and Shareholders' Equity - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 20, 2023 | Sep. 30, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2022 | |
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares voting rights | one vote | |||||
Common stock conversion basis | one-for-one basis | |||||
Stock repurchase program | $ 50 | |||||
Share repurchase, shares | 2,000,000 | 2,362,083 | 4,941,560 | |||
Share repurchase, value | $ 12 | $ 15 | $ 35 | $ 50 | ||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares voting rights | 10 votes | |||||
Common stock conversion basis | one-for-one basis | |||||
Non Exceutive Director [Member] | Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share repurchase, shares | 2,000,000 | |||||
Share repurchase, value | $ 12 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | (11.30%) | (3.41%) | (9.91%) | (1.32%) |
Effective Income tax rate reconciliation, foreign income tax rate differential, percent | 21% | 21% | ||
Increase decrease in unrecognized tax benefits | $ 8 | $ 23 |
Segments - Additional Informati
Segments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Segment Reporting Information [Line Items] | ||||
Operating Expenses | $ (246,637) | $ (229,995) | $ (711,002) | $ (613,214) |
Consolidated Segment Revenue | $ 300,957 | $ 266,046 | 845,089 | 701,824 |
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 | 9 Months Ended | ||
Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | $ 300,957 | $ 266,046 | $ 845,089 | $ 701,824 |
Total segment revenue | 315,137 | 278,428 | 884,746 | 736,124 |
North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 102,664 | 97,322 | 322,443 | 279,398 |
Total segment revenue | 106,197 | 100,985 | 333,923 | 290,168 |
UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 91,555 | 74,855 | 259,783 | 212,679 |
Total segment revenue | 93,714 | 76,688 | 265,537 | 218,228 |
Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 65,681 | 54,471 | 146,877 | 106,055 |
Total segment revenue | 74,169 | 61,357 | 169,300 | 124,036 |
Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 259,900 | 226,648 | 729,103 | 598,132 |
Total segment revenue | 274,080 | 239,030 | 768,760 | 632,432 |
All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | 41,057 | 39,398 | 115,986 | 103,692 |
Total segment revenue | 41,057 | 39,398 | 115,986 | 103,692 |
Membership Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 96,533 | 73,728 | 275,186 | 203,688 |
Membership Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 45,195 | 36,902 | 130,548 | 99,960 |
Membership Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 27,114 | 19,469 | 76,292 | 55,105 |
Membership Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 12,019 | 8,239 | 33,527 | 22,632 |
Membership Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 84,328 | 64,610 | 240,367 | 177,697 |
Membership Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 12,205 | 9,118 | 34,819 | 25,991 |
In House Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 123,081 | 115,305 | 377,123 | 322,675 |
In House Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 44,780 | 47,380 | 148,183 | 138,113 |
In House Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 45,539 | 40,313 | 135,137 | 120,003 |
In House Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 32,697 | 27,612 | 93,738 | 64,559 |
In House Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 123,016 | 115,305 | 377,058 | 322,675 |
In House Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 65 | 0 | 65 | 0 |
Other Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 95,523 | 89,395 | 232,437 | 209,761 |
Other Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 16,222 | 16,703 | 55,192 | 52,095 |
Other Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 21,061 | 16,906 | 54,108 | 43,120 |
Other Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 29,453 | 25,506 | 42,035 | 36,845 |
Other Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 66,736 | 59,115 | 151,335 | 132,060 |
Other Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total segment revenue | 28,787 | 30,280 | 81,102 | 77,701 |
Elimination Of Equity Accounted Revenue [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (14,180) | (12,382) | (39,657) | (34,300) |
Elimination Of Equity Accounted Revenue [Member] | North America [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (3,533) | (3,663) | (11,480) | (10,770) |
Elimination Of Equity Accounted Revenue [Member] | UK [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (2,159) | (1,833) | (5,754) | (5,549) |
Elimination Of Equity Accounted Revenue [Member] | Europe ROW [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (8,488) | (6,886) | (22,423) | (17,981) |
Elimination Of Equity Accounted Revenue [Member] | Reportable Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | (14,180) | (12,382) | (39,657) | (34,300) |
Elimination Of Equity Accounted Revenue [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Consolidated revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Segments - Summary of Reconcili
Segments - Summary of Reconciliation of Reportable Segment Adjusted EBITDA to Total Consolidated Segment Revenue (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 30, 2023 | Oct. 01, 2023 | Jul. 02, 2023 | Apr. 02, 2023 | Oct. 02, 2022 | Jul. 03, 2022 | Apr. 03, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | $ 300,957 | $ 266,046 | $ 845,089 | $ 701,824 | ||||||||
Total segment operating expenses | (246,637) | (229,995) | (711,002) | (613,214) | ||||||||
Share of equity method investments adjusted EBITDA | 2,557 | 1,978 | 7,265 | 5,682 | ||||||||
Unallocated corporate overhead | (8,098) | (10,358) | (26,642) | (32,275) | ||||||||
Consolidated Adjusted EBITDA | 48,779 | 27,671 | 114,710 | 62,017 | ||||||||
Depreciation and amortization | (24,516) | (26,971) | (74,229) | (72,490) | ||||||||
Interest expense, net | (18,799) | (18,453) | (59,527) | (52,948) | ||||||||
Income tax expense (benefit) | 4,208 | 3,013 | 5,386 | 3,070 | ||||||||
Gain on sale of property and other, net | 7 | (12) | 596 | 1,529 | ||||||||
Share of loss of equity method investments | 1,953 | 686 | 4,411 | 2,426 | ||||||||
Foreign exchange gain (loss), net | (30,698) | (53,910) | 3,899 | (128,160) | ||||||||
Pre-opening expenses | (5,093) | (2,555) | (14,293) | (10,328) | ||||||||
Non-cash rent | (1,317) | 4,654 | (6,198) | (5,644) | [1] | |||||||
Deferred registration fees, net | 465 | 489 | 1,391 | (1,393) | ||||||||
Share of equity method investments adjusted EBITDA | (2,557) | (1,978) | (7,265) | (5,682) | ||||||||
Share-based compensation expense | [2] | (3,980) | (16,057) | |||||||||
Share-based compensation expense | $ (2,000) | (4,683) | (7,778) | (16,186) | (19,855) | |||||||
Share-based compensation expense | $ 2,000 | 4,683 | 7,778 | 16,186 | 19,855 | |||||||
Other expenses, net | (783) | (4,693) | [2] | (1,676) | (5,754) | [2] | ||||||
Net income (loss) | (41,450) | $ (2,287) | $ (16,016) | (91,373) | $ (83,555) | $ (60,626) | (59,753) | (235,554) | ||||
North America [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 102,664 | 97,322 | 322,443 | 279,398 | ||||||||
Total segment operating expenses | (75,016) | (81,309) | (248,332) | (229,118) | ||||||||
Share of equity method investments adjusted EBITDA | 697 | 496 | 2,202 | 1,783 | ||||||||
Reportable segments adjusted EBITDA | 28,345 | 16,509 | 76,313 | 52,063 | ||||||||
UK [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 91,555 | 74,855 | 259,783 | 212,679 | ||||||||
Total segment operating expenses | (78,265) | (66,320) | (212,048) | (178,043) | ||||||||
Share of equity method investments adjusted EBITDA | 450 | 187 | 928 | 579 | ||||||||
Reportable segments adjusted EBITDA | 13,740 | 8,722 | 48,663 | 35,215 | ||||||||
Europe ROW [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 65,681 | 54,471 | 146,877 | 106,055 | ||||||||
Total segment operating expenses | (49,560) | (42,861) | (125,880) | (96,715) | ||||||||
Share of equity method investments adjusted EBITDA | 1,410 | 1,295 | 4,135 | 3,320 | ||||||||
Reportable segments adjusted EBITDA | 17,531 | 12,905 | 25,132 | 12,660 | ||||||||
Reportable Segment [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 259,900 | 226,648 | 729,103 | 598,132 | ||||||||
Total segment operating expenses | (202,841) | (190,490) | (586,260) | (503,876) | ||||||||
Share of equity method investments adjusted EBITDA | 2,557 | 1,978 | 7,265 | 5,682 | ||||||||
Reportable segments adjusted EBITDA | 59,616 | 38,136 | 150,108 | 99,938 | ||||||||
Consolidated Adjusted EBITDA | 48,779 | 27,671 | 114,710 | 62,017 | ||||||||
Depreciation and amortization | 24,516 | 26,971 | 74,229 | 72,490 | ||||||||
Interest expense, net | 18,799 | 18,453 | 59,527 | 52,948 | ||||||||
Income tax expense (benefit) | 4,208 | 3,013 | 5,386 | 3,070 | ||||||||
EBITDA | (6,073) | (42,936) | 79,389 | (107,046) | ||||||||
Gain on sale of property and other, net | (7) | 12 | (596) | (1,529) | ||||||||
Share of income of profit method investments | (1,953) | (686) | (4,411) | (2,426) | ||||||||
Foreign exchange gain (loss), net | 30,698 | 53,910 | 3,899 | 128,160 | ||||||||
Pre-opening expenses | [3] | 5,093 | 2,555 | 14,293 | 10,328 | |||||||
Non-cash rent | 1,317 | 4,654 | [4] | 6,198 | 5,644 | [4] | ||||||
Deferred registration fees, net | (465) | 489 | (1,391) | 1,393 | ||||||||
Share of equity method investments adjusted EBITDA | 2,557 | 1,978 | 7,265 | 5,682 | ||||||||
Share-based compensation expense | (4,683) | (3,980) | [5] | (16,186) | (16,057) | [5] | ||||||
Share-based compensation expense | 4,683 | 3,980 | [5] | 16,186 | 16,057 | [5] | ||||||
Other expenses, net | [6] | 783 | 4,693 | [7] | 1,676 | 5,754 | [7] | |||||
Net income (loss) | (41,450) | (91,373) | (59,753) | (235,554) | ||||||||
All Other [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Total consolidated segment revenue | 41,057 | 39,398 | 115,986 | 103,692 | ||||||||
Total segment operating expenses | (43,796) | (39,505) | (124,742) | (109,338) | ||||||||
Share of equity method investments adjusted EBITDA | 0 | 0 | 0 | 0 | ||||||||
Reportable segments adjusted EBITDA | (2,739) | (107) | (8,756) | (5,646) | ||||||||
All Segments [Member] | ||||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||||||||
Reportable segments adjusted EBITDA | $ 56,877 | $ 38,029 | $ 141,352 | $ 94,292 | ||||||||
[1] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies—Basis of Presentation. Other expenses, net includes a $4 million share-based compensation expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. The non-cash rent balance for the 39 weeks ended October 2, 2022 includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. Other expenses, net includes a $4 million share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. 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 less than $ 1 million for the 39 weeks ended October 1, 2023 and October 2, 2022 , respectively Other expenses, net includes a $4 million share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer of the Company for the 13 weeks and 39 weeks ended October 2, 2022. This balance is reported within Share-based compensation expense in the unaudited condensed consolidated statement of operations for the 13 and 39 weeks ended October 2, 2022. |
Segments - Summary of Reconci_2
Segments - Summary of Reconciliation of Reportable Segment Adjusted EBITDA to Total Consolidated Segment Revenue (Parenthetical) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 30, 2023 | Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Share-Based Payment Arrangement, Expense | $ 2,000 | $ 4,683 | $ 7,778 | $ 16,186 | $ 19,855 |
Segment Operating Expenses | $ (246,637) | $ (229,995) | (711,002) | (613,214) | |
Membership Credit [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Segment Operating Expenses | $ 1,000 | $ 1,000 |
Segments - Summary of Long-live
Segments - Summary of Long-lived Asset Information By Geographic Area (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 1,794,160 | $ 1,754,209 |
UNITED KINGDOM | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 503,324 | 509,221 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 935,430 | 901,505 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | 303,880 | 297,247 |
Non-US [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets by geography | $ 51,526 | $ 46,236 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 19, 2019 | Sep. 30, 2023 | Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2023 | Oct. 02, 2022 | Oct. 01, 2022 | Jan. 01, 2023 | Sep. 15, 2022 | Jun. 01, 2021 | May 03, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Operating Lease, Right-of-Use Asset | $ 1,131,435 | $ 1,131,435 | $ 1,085,579 | ||||||||
Operating Lease, Liability | 1,301,851 | 1,301,851 | |||||||||
Operating Leases, Rent Expense | 37,000 | $ 34,000 | 110,000 | $ 99,000 | |||||||
Revenues | 300,957 | $ 266,046 | $ 845,089 | $ 701,824 | |||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share repurchase, shares | 2,000,000 | 2,362,083 | 4,941,560 | ||||||||
Share repurchase, value | $ 12,000 | $ 15,000 | $ 35,000 | $ 50,000 | |||||||
Raycliff Capital LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lease Expiration Date | Dec. 15, 2039 | ||||||||||
Operating Lease, Right-of-Use Asset | 20,000 | $ 20,000 | 21,000 | ||||||||
Operating Lease, Liability | 22,000 | 22,000 | 22,000 | ||||||||
Operating Leases, Rent Expense | 1,000 | 1,000 | 2,000 | 2,000 | |||||||
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 | 43,000 | 43,000 | 44,000 | ||||||||
Operating Lease, Liability | 55,000 | 55,000 | 56,000 | ||||||||
Operating Leases, Rent Expense | 2,000 | 2,000 | $ 5,000 | 5,000 | |||||||
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 | $ 2,000 | 2,000 | |||||||
Lessee, Operating Lease, Term of Contract | 25 years | 25 years | |||||||||
Management Fees Received | $ 2,000 | 3,000 | $ 6,000 | 7,000 | |||||||
Due from related party, current | 4,800 | $ 4,800 | |||||||||
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 | 1,000 | 1,000 | |||||||
Lessee, Operating Lease, Term of Contract | 27 years | ||||||||||
West Hollywood from GHWHI LLC Member | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Operating Lease, Right-of-Use Asset | 64,000 | 64,000 | 65,000 | ||||||||
Operating Lease, Liability | $ 68,000 | $ 68,000 | 69,000 | ||||||||
Operating leases, Renewal term | 5 years | 5 years | |||||||||
Operating lease base term | 15 years | 15 years | |||||||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | $ 4,000 | 4,000 | |||||||
Lessee, Operating Lease, Term of Contract | 25 years | 25 years | |||||||||
Soho House Stockholm [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Operating Lease, Right-of-Use Asset | $ 26,000 | $ 26,000 | 28,000 | ||||||||
Operating Lease, Liability | 26,000 | 26,000 | 28,000 | ||||||||
Operating Leases, Rent Expense | $ 1,000 | $ 2,000 | |||||||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 years | |||||||||
Le Vallauris [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lease Expiration Date | Mar. 16, 2037 | ||||||||||
Operating Lease, Right-of-Use Asset | $ 6,000 | $ 6,000 | 7,000 | ||||||||
Operating Lease, Liability | 7,000 | 7,000 | 7,000 | ||||||||
Operating Leases, Rent Expense | $ 1,000 | 1,000 | $ 1,000 | 1,000 | |||||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 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 | 1,000 | 1,000 | 1,000 | |||||||
Lessee, Operating Lease, Term of Contract | 15 years | ||||||||||
Soho House Design Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fees Received from Affiliates | 1,000 | 3,000 | 1,000 | 8,000 | |||||||
Cost Received From Affiliates | 1,000 | 2,000 | 1,000 | 4,000 | |||||||
Ned-Soho House, LLP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cost Reimbursements | 2,000 | 1,000 | 4,000 | 2,000 | |||||||
Ned New York [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management Fee Expense | 1,000 | $ 1,000 | 1,000 | $ 1,000 | |||||||
Revenues | $ 1,000 | $ 2,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Details Amounts Owed By (to) Equity Method Investees Due Within One Year (Detail) - USD ($) $ in Thousands | Oct. 01, 2023 | Jan. 01, 2023 |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ (4,921) | $ (3,489) |
Soho House Toronto Partnership [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | 720 | 1,015 |
Raycliff Red LLP [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (5,146) | (4,169) |
Mirador Barcel S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (925) | (499) |
Little Beach House Barcelona S.L [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | (281) | (313) |
Mimea XXI S.L. [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $ 711 | $ 477 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Common Class A [Member] - USD ($) $ in Millions | 2 Months Ended | 9 Months Ended |
Nov. 30, 2023 | Oct. 01, 2023 | |
Subsequent Event [Line Items] | ||
Stock repurchase program | $ 50 | |
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued for vesting of restricted stock units | 279,261 |