SHCO Soho House and Co Inc

Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the second quarter ended July 2, 2023.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230811368241/en/

Soho House Mexico City, the company's first House in Latin America, will open in September 2023. (Photo: Business Wire)

Second Quarter 2023 Highlights

• Total Members in the second quarter 2023 grew to 248,071 from 237,961 in first quarter 2023 and by 28.3% year-over-year
  • Soho House Members grew to 176,305 from 168,685 in first quarter 2023, and 23.9% year-over-year
• SHCO Membership waitlist now sits at an all-time high of approximately 95,000 and retention rates continue around pre-pandemic levels
• Total revenues of $288.9 million, 18.5% year-over-year growth
• Membership revenues of $89.2 million increased by 35.4% year-over-year, accounting for 30.9% of Total revenues
• In-House revenues grew to $125.5 million up 14.4% year-over-year
  • Revenue Per Available Room (“RevPAR”) was 13% higher year-over-year on a Like-for-Like basis
• Net loss attributable to Soho House & Co Inc. was $2.6 million or $0.01 per share
• Adjusted EBITDA was $31.8 million, up $16.4 million from second quarter 2022
• Plan to open new Soho Houses in Mexico City, Portland and Sao Paulo through the end of the year, Manchester delayed until 2024

“We delivered another strong quarter of results with good membership growth and the highest quarter on quarter increase in our waitlist since Q1 2022, demonstrating the continued appeal of our membership. Total revenues grew by 19% year-on-year, underpinned by growth in recurring membership revenues, and Adjusted EBITDA more than doubled, supported by 11% margins,” said Andrew Carnie, CEO of Soho House & Co.

“These second quarter results, as well as confidence in the outlook, lead us to increase our annual guidance for membership, Total revenues and Adjusted EBITDA. I couldn't be prouder of our teams as they continue to grow and enhance the experience for our members, whilst operating efficiently and leading us towards greater profitability.”

Summary of Financial Results for the Quarter Ending July 2, 2023

 

 

For the 13 Weeks Ended

 

(in thousands, except shares and per share amount unless otherwise noted)

 

July 2, 2023

 

 

July 3, 2022

 

Total revenues

 

$

288,923

 

 

$

243,770

 

Membership revenues

 

 

89,193

 

 

 

65,889

 

In-House revenues

 

 

125,480

 

 

 

109,685

 

Other revenues

 

 

74,250

 

 

 

68,196

 

Operating income (loss)

 

 

19,594

 

 

 

(65,488

)

House-Level Contribution(1)

 

 

53,242

 

 

 

36,632

 

House-Level Contribution margin (%)(1)

 

 

26

%

 

 

22

%

Other Contribution(1)

 

 

17,102

 

 

 

12,707

 

Other contribution margin (%)(1)

 

 

21

%

 

 

17

%

Net income (loss) attributable to SHCO

 

 

(2,644

)

 

 

(81,959

)

Adjusted EBITDA(1)

 

 

31,756

 

 

 

15,385

 

Adjusted EBITDA margin (%)(1)

 

 

11

%

 

 

6

%

Weighted average Class A and Class B Shares outstanding (basic)

 

 

195,662,198

 

 

 

201,203,671

 

Basic and diluted income (loss) per share

 

$

(0.01

)

 

$

(0.41

)

(1) See “Non-GAAP Financial Measures” for reconciliations of Non-GAAP measures to GAAP measures.

The following selected expenses listed below are not added back in Adjusted EBITDA:

 

 

For the 13 Weeks Ended

 

(in thousands)

 

July 2, 2023

 

 

July 3, 2022

 

Pre-opening expenses

 

 

4,206

 

 

$

3,741

 

Non-cash rent(1)

 

 

2,105

 

 

 

(2,413

)

Deferred registration fees, net

 

 

(465

)

 

 

(507

)

(1) Non-cash rent for the 13 weeks ended July 3, 2022 includes an out of period operating lease liability adjustment of $6,185. If this was excluded, Non-cash rent would have been $3,772

We delivered the following highlights against our strategic priorities in the second quarter

1. Grow and Enhance Membership
   • Membership continues to reach new highs benefiting from a record waitlist and continued high retention rates
   • Soho House members grew to 176,305 from 168,685 in first quarter 2023, and 23.9% YoY
   • Focused rollout of new initiatives has improved member experience leading to elevated performance across Houses
   • Expect to deliver 4 new Soho Houses in 2023, in Bangkok (opened in February 2023), Mexico City, Portland, and Sao Paulo
2. Operational Excellence to Drive Profitability
   • We achieved second quarter 2023 Adjusted EBITDA of $31.8 million, an increase of $16.4 million compared to second quarter 2022
   • In-House revenues grew to $125.5 million in second quarter 2023, up from $109.7 million in second quarter 2022
   • Like-for-like F&B margins at our Houses rose 240bps vs. second quarter 2019
   • Focus on driving accommodations performance resulted in 13% RevPAR growth in second quarter 2023 vs. second quarter 2022 on a Like-for-Like basis

Membership Summary for the Quarter Ending July 2, 2023

 

 

As of

 

 

July 2, 2023

 

July 3, 2022

Total Members

 

248,071

 

193,370

Soho House

 

176,305

 

142,250

Frozen members

 

3,411

 

2,610

Soho Friends

 

65,718

 

37,839

Soho Works

 

6,048

 

6,442

HOME+(1)

 

—

 

6,839

SH.APP Active Users

 

182,502

 

150,259

(1) At the beginning of August 2022, we merged our HOME+ membership into Soho Friends.

 

 

As of

 

 

July 2, 2023

 

July 3, 2022

 

 

(Unaudited)

Number of Soho Houses

 

41

 

36

North America

 

14

 

13

United Kingdom

 

13

 

12

Europe/RoW

 

14

 

11

Number of Soho House Members

 

176,305

 

142,250

North America

 

64,163

 

53,879

United Kingdom

 

65,591

 

54,764

Europe/RoW

 

38,116

 

27,755

All Other

 

8,435

 

5,852

Number of Other Members

 

71,766

 

51,120

North America

 

19,707

 

13,421

United Kingdom

 

43,029

 

32,013

Europe/RoW

 

9,030

 

5,686

Number of Total Members

 

248,071

 

193,370

Number of Active App Users

 

182,502

 

150,259

Memberships

• Total Members grew to 248,071 from 237,961 in first quarter 2023 and by 28.3% year-over-year
• Total Soho House Members grew to 176,305 from 168,685 in first quarter 2023, as retention rates remained strong, alongside membership intakes in both new and existing Houses
• Frozen Members was 3,411 at the end of second quarter 2023. Frozen members as a % of total membership is below pre-pandemic levels
• Other Memberships including Soho Friends and Soho Works increased to 71,766 members, an increase of 2,490 from the end of first quarter 2023 and a 40% increase year-on-year. In August 2022, we merged our HOME+ members into Friends members to enhance the value for HOME+ members while increasing our share of wallet

Financing

• Soho House & Co Inc. ended second quarter 2023 with Cash and cash equivalents and Restricted cash of $177 million
• In second quarter 2023, the Company closed on a new $140 million mortgage on its Soho Beach House property in Miami at 6.99% and paid down its existing $117 million loan outstanding on the property

Updated Fiscal 2023 Guidance The following forward-looking statements reflect our current expectations as of today, August 11, 2023:

 

Fiscal 2022 Results Actuals

Fiscal 2023 Old Guidance

Fiscal 2023 New Guidance

Total Soho House Members

161,975

>190,000

>191,000

Total Membership Revenues

$273m

$355m - $365m

$360m – $367m

Total Revenues*

$972m

$1.1b - $1.2b

$1.12b – $1.19b

Adjusted EBITDA**

$61m

$122m - $132m

$126m – $134m

*Assumes ~$25m YoY headwind from FX, reflecting EUR/USD at 1.06 and GBP/USD at 1.20 for fiscal 2023

**Without adding back pre-opening costs, non-cash rent and deferred registration fees of ~$25-30m combined for fiscal 2023 as a whole

Conference Call and Webcast: A conference call and live webcast will be hosted to discuss these results on Friday, August 11, 2023, at 9am EDT / 2pm BST.

A live broadcast and accompanying presentation will be available at www.sohohouseco.com.

To listen to the live conference call via telephone, please dial:

USA

New York (646) 307 1963 USA & Canada Toll-Free (800) 715 9871

UK

London +44 (0)20 3481 4247 UK Toll-Free +44 (0)800 260 6466

Conference ID 7726968 A replay of the webcast will be available on our website following the call for up to 90 days.

Non-GAAP Financial Measures This presentation contains certain financial measures, including Adjusted EBITDA, House-Level Contribution and Margin, Other Contribution and Margin and certain financial measures presented on a Constant Currency basis that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (‘GAAP’). We refer to these measures as ‘non-GAAP financial measures.’ We use these non-GAAP financial measures when planning, monitoring and evaluating our performance. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure. See below for a definition of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures.

We provide earnings guidance using both GAAP and non-GAAP financial measures. A reconciliation of the Company’s Adjusted EBITDA guidance to the most directly comparable GAAP financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that are made for future changes in foreign exchange and the other adjustments reflected in our reconciliation of historical non-GAAP financial measures, the amounts of which, could be material.

The information in this presentation should be read in conjunction with our Annual and Quarterly Reports on Form 10-K and Form 10-Q and other information that we file with the SEC. The reconciliations of non-GAAP financial measures are an integral part of the information presented herein. You can access these documents on our website, www.sohohouseco.com, free of charge, as well as any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on our website is not incorporated by reference into, and should not be considered a part of, this presentation.

In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov.

The non-GAAP financial measures we use herein are defined by us as follows:

ADJUSTED EBITDA. Adjusted EBITDA is a supplemental measure of our performance. Adjusted EBITDA is defined as Net income (loss) before Depreciation and amortization, Interest expense, net, Income tax (expense) benefit, adjusted to take account of the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These other items include, but are not limited to, Gain (loss) on sale of property and other, net, Share of loss (profit) from equity method investments, Foreign exchange, Share of equity method investments adjusted EBITDA and Share-based compensation expense. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses (income) that do not relate to ongoing business performance.

HOUSE-LEVEL CONTRIBUTION AND MARGIN. House-Level Contribution is defined as House Revenues less In-House operating expenses, which includes expense items such as food and beverage costs, labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, or general and administrative expenses. House-Level Contribution Margin is defined as House-Level Contribution as a percentage of our House Revenues and is a key determinant of our performance and profitability and our return on the investment we make in each of our Houses. Given that all costs associated with providing our members with the Soho House experience, including the costs associated with maintaining our Houses and providing services to members while in the Houses, are included in In-House operating expenses, we use House Revenues (inclusive of House Membership Revenues) in calculating House-Level Contribution and House-Level Contribution Margin to assess the overall profitability of our Houses. Accordingly, our management considers House-Level Contribution and House-Level Contribution Margin to be an important management measure to evaluate the performance of each House, and growth in aggregate House-Level Contribution allows us to leverage our general and administrative costs and improve overall profitability.

OTHER CONTRIBUTION AND MARGIN. Other Contribution is defined as Other revenues plus Non-House Membership Revenues less Other operating expenses, which includes expense items not related to the operation of Houses, such as labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, or general and administrative expenses. Other Contribution Margin defined as Other Contribution as a percentage of our Other revenues and is a key determinant of our performance and profitability and our return on the investment in our non-House business. Our management considers Other Contribution and Contribution Margin to be an important management measure.

CONSTANT CURRENCY. Some of our financial and operational data that we disclose in this release is presented on a ‘constant currency’ basis to isolate the effect of currency changes during the period. Where we refer to a measure being calculated in ‘constant currency,’ we are calculating the dollar change and the percentage change as if the exchange rate that is being used in the current period was in effect for all prior periods presented. We believe that this calculation provides a more meaningful indication of actual year over year performance and eliminates any fluctuations from currency exchange rates.

While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure.

A reconciliation of Net loss to Adjusted EBITDA for the 13 weeks ending July 2, 2023 and July 3, 2022 is set forth below:

 

 

For the 13 Weeks Ended

 

 

Percent Change

 

 

 

July 2, 2023

 

 

July 3, 2022

 

 

Actuals

 

 

Constant Currency(1)

 

 

 

Actuals

 

 

 

 

 

 

(Unaudited, dollar amounts in thousands, except share and per share amounts or unless otherwise noted)

 

Net income (loss)

 

$

(2,287

)

 

$

(83,555

)

 

97

%

 

97

%

Depreciation and amortization

 

 

25,249

 

 

 

22,688

 

 

11

%

 

10

%

Interest expense, net

 

 

22,027

 

 

 

18,778

 

 

17

%

 

16

%

Income tax expense

 

 

1,349

 

 

 

509

 

 

n/m

 

 

n/m

 

EBITDA

 

 

46,338

 

 

 

(41,580

)

 

n/m

 

 

n/m

 

Loss on sale of property and other, net

 

 

92

 

 

 

122

 

 

(25

)%

 

(25

)%

Share of income of equity method investments

 

 

(1,587

)

 

 

(1,342

)

 

(18

)%

 

(17

)%

Foreign exchange (gain) loss, net(2)

 

 

(21,584

)

 

 

57,176

 

 

n/m

 

 

n/m

 

Share of equity method investments adjusted EBITDA

 

 

2,840

 

 

 

2,365

 

 

20

%

 

19

%

Share-based compensation expense

 

 

5,657

 

 

 

4,274

 

 

32

%

 

31

%

Membership credits expense(3)

 

 

—

 

 

 

555

 

 

n/m

 

 

n/m

 

Out of period operating lease liability adjustment(4)

 

 

—

 

 

 

(6,185

)

 

n/m

 

 

n/m

 

Adjusted EBITDA

 

$

31,756

 

 

$

15,385

 

 

n/m

 

 

n/m

 

1. See “Non-GAAP Financial Measures” for an explanation of our constant currency results.
2. Primarily driven by an increase in non-USD denominated working capital as a result our foreign growth, foreign exchange volatility impacting our non-USD debt and working capital.
3. Beginning on March 14, 2020, due to the COVID-19 pandemic, we issued membership credits to active members of our closed Houses to be redeemed for certain Soho Home products and services. Membership credits were a one-time goodwill gesture, issued as a marketing offer to active members. The expense represents our best estimate of the cost in fulfilling the membership credits.
4. Represents an out-of-period adjustment correcting an error with respect to the estimation of the operating lease liability identified during the 13 week period ended July 3, 2022 but relating to the 13 week period ended April 3, 2022 and fiscal years 2022, 2020 and 2019. There is no material impact from the correction of this error to previously reported periods.

A Reconciliation of Operating loss to House-Level Contribution & Other Contribution for the 13 weeks ending July 2, 2023 and July 3, 2022 is set forth below:

 

 

For the 13 Weeks Ended

 

 

 

 

 

 

 

 

 

 

 

July 2, 2023

 

 

July 3, 2022

 

Change %

 

 

July 3, 2022 Constant Currency

 

 

Constant Currency Change %

 

 

 

Actuals

 

 

 

 

 

 

 

 

 

(Unaudited, dollar amounts in thousands)

 

Operating profit (loss)

 

$

19,594

 

 

$

(65,488

)

 

n/m

 

 

$

(66,057

)

 

n/m

 

General and administrative

 

 

37,243

 

 

 

26,647

 

 

40

%

 

 

26,878

 

 

39

%

Pre-opening expenses

 

 

4,206

 

 

 

3,741

 

 

12

%

 

 

3,773

 

 

11

%

Depreciation and amortization

 

 

25,249

 

 

 

22,688

 

 

11

%

 

 

22,885

 

 

10

%

Share-based compensation

 

 

5,657

 

 

 

4,274

 

 

32

%

 

 

4,311

 

 

31

%

Foreign exchange (gain) loss, net

 

 

(21,584

)

 

 

57,176

 

 

n/m

 

 

 

57,673

 

 

n/m

 

Other

 

 

(21

)

 

 

301

 

 

n/m

 

 

 

304

 

 

n/m

 

Non-House membership revenues

 

 

(9,078

)

 

 

(7,269

)

 

(25

)%

 

 

(7,332

)

 

(24

)%

Other revenues

 

 

(74,250

)

 

 

(68,196

)

 

(9

)%

 

 

(68,788

)

 

(8

)%

Other operating expenses

 

 

66,226

 

 

 

62,758

 

 

6

%

 

 

63,303

 

 

5

%

House-Level Contribution

 

$

53,242

 

 

$

36,632

 

 

45

%

 

$

36,950

 

 

44

%

Operating profit (loss) margin

 

 

7

%

 

 

(27

)%

 

 

 

 

 

(27

)%

 

 

 

House-Level contribution margin

 

 

26

%

 

 

22

%

 

 

 

 

 

22

%

 

 

 

 

 

For the 13 Weeks Ended

 

 

 

 

 

 

 

 

 

 

 

 

July 2, 2023

 

 

July 3, 2022

 

 

Change %

 

 

October 3, 2021 Constant Currency

 

 

Constant Currency Change %

 

 

 

Actuals

 

 

 

 

 

 

 

 

 

(Unaudited, dollar amounts in thousands)

 

Operating profit (loss)

 

$

19,594

 

 

$

(65,488

)

 

n/m

 

 

$

(66,057

)

 

n/m

 

General and administrative

 

 

37,243

 

 

 

26,647

 

 

40

%

 

 

26,878

 

 

39

%

Pre-opening expenses

 

 

4,206

 

 

 

3,741

 

 

12

%

 

 

3,773

 

 

11

%

Depreciation and amortization

 

 

25,249

 

 

 

22,688

 

 

11

%

 

 

22,885

 

 

10

%

Share-based compensation

 

 

5,657

 

 

 

4,274

 

 

32

%

 

 

4,311

 

 

31

%

Foreign exchange (gain) loss, net

 

 

(21,584

)

 

 

57,176

 

 

n/m

 

 

 

57,673

 

 

n/m

 

Other

 

 

(21

)

 

 

301

 

 

n/m

 

 

 

304

 

 

n/m

 

House membership revenues

 

 

(80,115

)

 

 

(58,620

)

 

(37

)%

 

 

(59,129

)

 

(35

)%

In-House revenues

 

 

(125,480

)

 

 

(109,685

)

 

(14

)%

 

 

(110,638

)

 

(13

)%

In-House operating expenses

 

 

152,353

 

 

 

131,673

 

 

16

%

 

 

132,817

 

 

15

%

Total Other Contribution

 

$

17,102

 

 

$

12,707

 

 

35

%

 

$

12,817

 

 

33

%

Operating profit (loss) margin

 

 

7

%

 

 

(27

)%

 

 

 

 

 

(27

)%

 

 

 

Other Contribution Margin

 

 

21

%

 

 

17

%

 

 

 

 

 

17

%

 

 

 

Condensed Consolidated Statements of Operations for the 13 weeks ended July 2, 2023 and July 3, 2022:

 

 

For the 13 Weeks Ended

 

(in thousands, except for per share data)

 

July 2, 2023

 

 

July 3, 2022

 

Revenues

 

 

 

 

 

 

 

 

Membership revenues

 

$

89,193

 

 

$

65,889

 

In-House revenues

 

 

125,480

 

 

 

109,685

 

Other revenues

 

 

74,250

 

 

 

68,196

 

Total revenues

 

 

288,923

 

 

 

243,770

 

Operating expenses

 

 

 

 

 

 

 

 

In-House operating expenses

 

 

(152,353

)

 

 

(131,673

)

Other operating expenses

 

 

(66,226

)

 

 

(62,758

)

General and administrative expenses

 

 

(37,243

)

 

 

(26,647

)

Pre-opening expenses

 

 

(4,206

)

 

 

(3,741

)

Depreciation and amortization

 

 

(25,249

)

 

 

(22,688

)

Share-based compensation

 

 

(5,657

)

 

 

(4,274

)

Foreign exchange gain (loss), net

 

 

21,584

 

 

 

(57,176

)

Other

 

 

21

 

 

 

(301

)

Total operating expenses

 

 

(269,329

)

 

 

(309,258

)

Operating income (loss)

 

 

19,594

 

 

 

(65,488

)

Other (expense) income

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(22,027

)

 

 

(18,778

)

Loss on sale of property and other, net

 

 

(92

)

 

 

(122

)

Share of income of equity method investments

 

 

1,587

 

 

 

1,342

 

Total other expense, net

 

 

(20,532

)

 

 

(17,558

)

Income (loss) before income taxes

 

 

(938

)

 

 

(83,046

)

Income tax expense

 

 

(1,349

)

 

 

(509

)

Net income (loss)

 

 

(2,287

)

 

 

(83,555

)

Net income (loss) attributable to noncontrolling interests

 

 

(357

)

 

 

1,596

 

Net income (loss) attributable to Soho House & Co Inc.

 

$

(2,644

)

 

$

(81,959

)

Net income (loss) per share attributable to Class A and Class B common stock

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.01

)

 

$

(0.41

)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

Basic and diluted

 

 

195,662

 

 

 

201,204

 

Key Performance and Operating Metrics Evaluated by Management

In assessing the performance of our business, we consider a variety of operating and financial measures. These key measures include:

HOUSE MEMBERSHIP REVENUES. House Membership Revenues are comprised primarily of annual membership fees and one-time legacy registration fees from Soho House members which are amortized over 20 years. The one-time registration fee is no longer applicable to new members admitted from April 4, 2022, see House Introduction Credits below.

HOUSE INTRODUCTION CREDITS. New members admitted from April 4, 2022 have been required to purchase House Introduction Credits as part of their membership, per the House rules. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable to purchase food and beverage items, and bedroom stays, at the Houses. House Introduction Credits expire after the first three months from the date of issuance, where legally permitted in the regions we operate, if not utilized or if the Company terminates a member’s House membership. House Introduction Credits are recognized upon issuance as deferred revenue on our consolidated balance sheets. Revenue from House Introduction Credits are recognized as In-House revenues when redeemed by members, and as breakage revenue within Membership revenues upon expiration or in the period that we are able to reliably estimate expected breakage to the extent that they are unredeemed, are recognized.

IN-HOUSE REVENUES. In-House revenues include all revenues realized within our Houses, including food and beverage, accommodation and spa products and treatments.

HOUSE REVENUES. House Revenues is defined as House Membership Revenues plus In-House revenues, less Non-House Membership Revenues. Our management views House Membership Revenues and In-House revenues as interrelated and their aggregation as important in tracking House performance. Although there is no minimum spend for any member on In-House offerings, nevertheless in practice most members consume food and beverage, accommodations and other offerings at our Houses. The pricing of our In-House offerings is reflective of the fact that the significant majority of In-House offerings that generate In-House revenues are consumed by members who also pay a membership fee in relation to that House, with pricing of such In-House offerings being identical for both members and non-members.

NUMBER OF SOHO HOUSES. The number of Soho Houses reflects the total number of Soho Houses in operation in any period, irrespective of whether each House is (i) controlled by us, (ii) operated through a non-controlling interest in a joint venture or (iii) operated through a management contract.

We review the number of members from all Houses to assess new member growth, total House Revenues, and House-Level Contribution.

TOTAL MEMBERS. Total members is defined as Soho House members plus Other members.

NUMBER OF SOHO HOUSE MEMBERS. Our Soho House membership model is an integral part of our business and has a significant impact on our profitability and financial performance. Typically, members hold an Every House membership or a Local House membership. Member count is the primary driver of Membership Revenues and is also a critical factor in In-House Revenues as members utilize the offerings that are provided within the Houses. Soho House members include all active, frozen and non-paying members.

The extent to which we achieve growth in our membership base, retain existing members and periodically increase our membership fee rates will impact our profitability. We have historically enjoyed strong member loyalty, reflected by very high retention rates. Robust demand for our memberships is also evidenced by considerable wait lists for our Houses.

The year-over-year increase in our total number of Soho House members is driven by a combination of increases in membership at existing Houses and members from new Houses.

NUMBER OF OTHER MEMBERS. Other members include members of Soho Works and Soho Friends and are key to our growth strategy and enhancing our Soho House member experience. Prior to August 2022, HOME+ membership, which is now included in Soho Friends, was also included. Like Soho House members, other memberships are an integral part of our business and we believe will have a significant impact on our profitability and financial performance in the future.

SOHO HOUSE MEMBER RETENTION. Soho House Member Retention is defined as the number of Adult Paying Members (being all Soho House members excluding child members and complimentary members) at the beginning of a period less the number of Adult Paying Members who canceled their membership during that same period (without giving any effect to Adult Paying Members who froze their memberships during such period), as a proportion of total Adult Paying Members at the beginning of such period.

FROZEN MEMBERS. Frozen Members refers to Soho House members who have elected to suspend their membership payments on a six, nine- or twelve-month basis during which period the member is not able to gain access to a Soho House site as a member, access our membership Apps, or book bedrooms or Cowshed treatments or products on discounted member rates. Frozen Members are not included in Adult Paying Members, but are included in the total number of Soho House members.

MEMBERSHIP REVENUES. Membership revenues are comprised of House Membership Revenues (as defined below) and Non-House Membership Revenues (as defined below). House Membership Revenues and Non-House Membership Revenues are each comprised primarily of annual membership fees and one-time registration fees which are amortized over 20 years. Membership revenues are a function of the number of members, membership mix, and membership pricing. For GAAP, we report Membership revenues only from Houses and sites in which we own a controlling interest. Our membership pricing varies by geographic segment and membership offering and, as such, our mix of House and Soho Works club openings can affect our revenue growth and profitability over time. Prices are generally higher in North America and the rest of the world compared with the UK and Europe. Membership revenues provide a stable and recurring source of revenues which have few direct costs and, as such, is a reliable and predictable source of cash flow.

HOUSE MEMBERSHIP REVENUES. House Membership Revenues is an important performance indicator and is defined above in the NON-GAAP reconciliation.

IN-HOUSE REVENUES. In-House revenues refer to all revenues realized within our Houses, and primarily includes revenues from food and beverage, accommodation, and spa products and treatments.

HOUSE REVENUES. House Revenues is an important performance indicator and is defined in “Non-GAAP Financial Measures."

OTHER REVENUES. Other revenues are defined as total revenues that are not realized within our Houses, including revenues from Scorpios, Soho Works and our stand-alone restaurants, procurement fees from Soho House Design, Soho Home and Cowshed retail products and other revenues from products and services that we provide outside of our Houses, as well as management fees from The Ned sites and The LINE and Saguaro hotels.

NON-HOUSE MEMBERSHIP REVENUES. Non-House Membership Revenues are comprised of Soho Works membership revenue, Soho Friends membership revenue and SOHO HOME+ membership revenue which was merged into Soho Friends membership at the beginning of August 2022.

ACTIVE APP USERS. Active App Users is defined as unique users who have logged into any of our membership Apps within the last three months.

AVERAGE DAILY RATE. is Average Daily Rate represents the average rental income per paid occupied room.

REVENUE PER AVAILABLE ROOM (RevPAR). The key industry standard for measuring hotel-operating performance is RevPAR, which is calculated by multiplying the percentage of occupied rooms to available rooms by the average daily rate realized. Where this is presented on a like-for like basis, RevPAR is adjusted for new or divested sites, for example Houses that were not open in the comparison period.

Forward Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our expected financial performance and operational performance for the remainder of fiscal 2023, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including important factors discussed under the caption “Risk Factors” in our annual report on form 10-K for the fiscal year ended January 1, 2023 and as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. In addition, we operate in rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

About Soho House & Co: Soho House & Co (SHCO) is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use the Soho House & Co platform to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House & Co through our global collection, as at July 2, 2023, of 41 Soho Houses, 9 Soho Works, Scorpios Beach Club in Mykonos, Soho Home – our interiors and lifestyle retail brand – and our digital channels. The Ned in London, New York and Doha, The LINE and Saguaro hotels in North America also form part of Soho House & Co's wider portfolio.

For more information, please visit www.sohohouseco.com. Source: Soho House & Co (SHCO)

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