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 |