Segments | 20. Segments The Company’s build-out The Company has identified the following four reportable segments: • UK, • North America, • Europe and RoW, • Soho House Design. The Company analyzed the results of the Retail, Home & Beauty and Soho Works operating segments and concluded that they did not warrant separate presentation as reportable segments as they do not provide additional useful information to the readers of the financial statements. Therefore, these segments are included as part of an “All Other” category. The Company manages and assesses the performance of the reportable segments by adjusted EBITDA, which is defined as net income (loss) before depreciation and amortization, interest expense, net, provision (benefit) for income taxes, adjusted to take account of the impact of certain non-cash pre-opening non-cash The following tables present disaggregated revenue for the 13 weeks and 26 weeks ended July 4, 2021 and June 28, 2020 and the key financial metrics reviewed by the Chief Operating Decision Maker (“CODM”) for the Company’s reportable segments: (in thousands) 13 Weeks Ended July 4, 2021 North America UK Europe & Soho Reportable All Other Total Membership revenues $ 22,344 $ 14,436 $ 5,062 $ — $ 41,842 $ 5,043 $ 46,885 In-House 24,172 17,831 5,248 — 47,251 — 47,251 Other revenues 9,914 8,718 4,777 4,107 27,516 8,834 36,350 Total segment revenue 56,430 40,985 15,087 4,107 116,609 13,877 130,486 Elimination of equity accounted revenue (2,597 ) (1,372 ) (2,438 ) — (6,407 ) — (6,407 ) Consolidated revenue $ 53,833 $ 39,613 $ 12,649 $ 4,107 $ 110,202 $ 13,877 $ 124,079 (in thousands) 13 Weeks Ended June 28, 2020 North America UK Europe & Soho Reportable All Total Membership revenues $ 25,797 $ 12,800 $ 5,534 $ — $ 44,131 $ 2,476 $ 46,607 In-House 960 — 2,302 — 3,262 — 3,262 Other revenues 2,775 391 178 2,786 6,130 4,964 11,094 Total segment revenue 29,532 13,191 8,014 2,786 53,523 7,440 60,963 Elimination of equity accounted revenue (2,822 ) (36 ) (1,101 ) — (3,959 ) — (3,959 ) Consolidated revenue $ 26,710 $ 13,155 $ 6,913 $ 2,786 $ 49,564 $ 7,440 $ 57,004 (in thousands) 26 Weeks Ended July 4, 2021 North America UK Europe & RoW Soho Reportable All Other Total Membership revenues $ 43,602 $ 28,054 $ 10,147 $ — $ 81,803 $ 7,544 $ 89,347 In-House 38,428 17,891 7,673 — 63,992 — 63,992 Other revenues 17,901 9,489 4,801 8,460 40,651 15,541 56,192 Total segment revenue 99,931 55,434 22,621 8,460 186,446 23,085 209,531 Elimination of equity accounted revenue (7,666 ) (1,409 ) (3,976 ) — (13,051 ) — (13,051 ) Consolidated revenue $ 92,265 $ 54,025 $ 18,645 $ 8,460 $ 173,395 $ 23,085 $ 196,480 (in thousands) 26 Weeks Ended June 28, 2020 North America UK Europe & RoW Soho Reportable All Total Membership revenues $ 53,225 $ 27,265 $ 11,229 $ — $ 91,719 $ 5,485 $ 97,204 In-House 33,550 26,022 15,375 — 74,947 — 74,947 Other revenues 12,207 9,813 256 7,830 30,106 11,764 41,870 Total segment revenue 98,982 63,100 26,860 7,830 196,772 17,249 214,021 Elimination of equity accounted revenue (8,473 ) (1,316 ) (5,676 ) — (15,465 ) — (15,465 ) Consolidated revenue $ 90,509 $ 61,784 $ 21,184 $ 7,830 $ 181,307 $ 17,249 $ 198,556 Revenue recognized from Soho House Design totaled $4 million and $3 million during the 13 weeks ended July 4, 2021 and June 28, 2020, respectively, and $8 million and $8 million for the 26 weeks ended July 4, 2021 and June 28, 2020, respectively. During the fiscal year ended December 29, 2019, Soho House Design ceased providing build-out build-out in-house 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: (in thousands) 13 Weeks Ended July 4, 2021 North America UK Europe & RoW Soho Reportable All Other Total Total consolidated segment revenue $ 53,833 $ 39,613 $ 12,649 $ 4,107 $ 110,202 $ 13,877 $ 124,079 Total segment operating expenses (42,933 ) (40,519 ) (13,886 ) (6,310 ) (103,648 ) (20,025 ) (123,673 ) Share of equity method investments adjusted EBITDA 652 98 706 — 1,456 — 1,456 Reportable segments adjusted EBITDA 11,552 (808 ) (531 ) (2,203 ) 8,010 (6,148 ) 1,862 Unallocated corporate overhead (11,471 ) Consolidated adjusted EBITDA (9,609 ) Depreciation and amortization (21,905 ) Interest expense, net (17,018 ) Income tax expense (3 ) Gain on sale of property and other, net 6,903 Share of loss of equity method investments (130 ) Foreign exchange (1,055 ) Pre-opening (6,493 ) Non-cash 4,716 Deferred registration fees, net (10 ) Share of equity method investments adjusted EBITDA (1,456 ) Share-based compensation expense (2,548 ) Other expenses, net (8,500 ) Net loss $ (57,108 ) 13 Weeks Ended June 28, 2020 (in thousands) North UK Europe & Soho Reportable All Other Total Total consolidated segment revenue $ 26,710 $ 13,155 $ 6,913 $ 2,786 $ 49,564 $ 7,440 $ 57,004 Total segment operating expenses (20,998 ) (12,877 ) (7,375 ) (3,802 ) (45,052 ) (8,666 ) (53,718 ) Share of equity method investments adjusted EBITDA 464 (1 ) 35 — 498 — 498 Reportable segments adjusted EBITDA 6,176 277 (427 ) (1,016 ) 5,010 (1,226 ) 3,784 Unallocated corporate overhead (5,706 ) Consolidated adjusted EBITDA (1,922 ) Depreciation and amortization (16,176 ) Interest expense, net (17,897 ) Income tax benefit 277 Loss on sale of property and other, net (12 ) Share of loss of equity method investments (2,136 ) Foreign exchange (4,903 ) Pre-opening (5,701 ) Non-cash (5,423 ) Deferred registration fees, net 253 Share of equity method investments adjusted EBITDA (498 ) Other expenses, net (23,719 ) Net loss $ (77,857 ) (in thousands) 26 Weeks Ended July 4, 2021 North UK Europe & Soho Reportable All Other Total Total consolidated segment revenue $ 92,265 $ 54,025 $ 18,645 $ 8,460 $ 173,395 $ 23,085 $ 196,480 Total segment operating expenses (75,956 ) (54,991 ) (21,486 ) (13,261 ) (165,694 ) (31,145 ) (196,839 ) Share of equity method investments adjusted EBITDA 1,558 (16 ) 785 — 2,327 — 2,327 Reportable segments adjusted EBITDA 17,867 (982 ) (2,056 ) (4,801 ) 10,028 (8,060 ) 1,968 Unallocated corporate overhead (18,891 ) Consolidated adjusted EBITDA (16,923 ) Depreciation and amortization (39,750 ) Interest expense, net (46,622 ) Income tax benefit 820 Gain on sale of property and other, net 6,903 Share of loss of equity method investments (826 ) Foreign exchange (1) (15,922 ) Pre-opening (11,318 ) Non-cash (5,707 ) Deferred registration fees, net 389 Share of equity method investments adjusted EBITDA (2,327 ) Share-based compensation expense (4,677 ) Other expenses, net (14,185 ) Net loss $ (150,145 ) (1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation. (in thousands) 26 Weeks Ended June 28, 2020 North UK Europe & Soho Reportable All Other Total Total consolidated segment revenue $ 90,509 $ 61,784 $ 21,184 $ 7,830 $ 181,307 $ 17,249 $ 198,556 Total segment operating expenses (72,611 ) (56,838 ) (24,590 ) (8,408 ) (162,447 ) (18,439 ) (180,886 ) Share of equity method investments adjusted EBITDA 1,279 (23 ) 452 — 1,708 — 1,708 Reportable segments adjusted EBITDA 19,177 4,923 (2,954 ) (578 ) 20,568 (1,190 ) 19,378 Unallocated corporate overhead (14,564 ) Consolidated adjusted EBITDA 4,814 Depreciation and amortization (31,125 ) Interest expense, net (35,653 ) Income tax benefit 380 Loss on sale of property and other, net (11 ) Share of loss of equity method investments (2,312 ) Foreign exchange (5,294 ) Pre-opening (11,388 ) Non-cash (13,319 ) Deferred registration fees, net (1,432 ) Share of equity method investments adjusted EBITDA (1,708 ) Other expenses, net (25,789 ) Net loss $ (122,837 ) (in thousands) 13 Weeks Ended 26 Weeks Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 Net loss $ (57,108 ) $ (77,857 ) $ (150,145 ) $ (122,837 ) Depreciation and amortization 21,905 16,176 39,750 31,125 Interest expense, net 17,018 17,897 46,622 35,653 Income tax expense (benefit) 3 (277 ) (820 ) (380 ) EBITDA (18,182 ) (44,061 ) (64,593 ) (56,439 ) (Gain) loss on sale of property and other, net (6,903 ) 12 (6,903 ) 11 Share of loss of 130 2,136 826 2,312 Foreign exchange 1,055 4,903 15,922 5,294 Pre-opening (1) 6,493 5,701 11,318 11,388 Non-cash (4,716 ) 5,423 5,707 13,319 Deferred registration fees, net 10 (253 ) (389 ) 1,432 Share of equity method investments adjusted EBITDA 1,456 498 2,327 1,708 Share-based compensation expense, net of tax 2,548 — 4,677 — Other expenses, net (2) 8,500 23,719 14,185 25,789 Adjusted EBITDA $ (9,609 ) $ (1,922 ) $ (16,923 ) $ 4,814 (1) The entire balance of these costs is related to pre-opening (2) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, IPO-related The following table presents long-lived asset information (which includes property and equipment, net, operating lease right-of-use (in thousands) July 4, 2021 January 3, 2021 Long-lived assets by geography United Kingdom $ 577,577 $ 567,093 North America 763,704 760,864 All other foreign countries 237,687 327,582 Total long-lived assets $ 1,578,968 $ 1,655,539 |