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 third quarter ended September 29, 2024.
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the full release here:
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Soho Mews House. Photo: Mark Anthony
Fox
Third Quarter 2024
Highlights
- Total Members in the third quarter 2024 grew to 267,494 from
264,540 in second quarter 2024 and by 4.8% year-over-year
- Soho House Members grew to 208,078 from 204,028 in second
quarter 2024, and 13% year-over-year
- SHCO Membership waitlist sits at approximately 111,000,
remaining at record levels
- Total revenues of $333.4 million, 13.6% year-over-year growth
from revised third quarter 2023
- Membership revenues grew to $107.4 million, a 16.7% increase
year-over-year from revised third quarter 2023, accounting for
32.2% of Total revenues
- In-House revenues of $120.7 million, up $5.4 million
year-over-year from revised third quarter 2023
- Revenue Per Available Room (“RevPAR”) was 5% higher
year-over-year on a like-for-like basis
- Net income attributable to Soho House & Co Inc. was $0.2
million or $0.00 per share
- Adjusted EBITDA was $48.3 million, up $13.2 million from
revised third quarter 2023
- Opened Soho Mews House in the quarter
"Our third quarter results reflect the strength of our
membership model. Membership revenues grew 17% year-on-year, while
we achieved our highest ever quarterly Total revenues and Adjusted
EBITDA. At the end of the period, we opened Soho Mews House in
London, our 45th House, with great feedback from members. We have
continued to see significant demand for other recent openings,
including Sao Paulo, Mexico City and Portland,” said Andrew Carnie,
CEO of Soho House & Co.
"Despite a choppy consumer environment, our long-term strategic
focus on operational excellence and delivering the best member
experience continues to drive improved performance. As always, I’d
like to thank our teams for their passion and hard work, and
members around the world for their continued loyalty.”
Summary of
Financial Results for the Quarter Ended September 29,
2024
For the 13 Weeks Ended
(in thousands, except shares and per
share amount unless otherwise noted)
September 29, 2024
October 1, 2023 (As
Revised)(2)
(Unaudited)
Total revenues
$
333,368
$
293,387
Membership revenues
107,394
92,049
In-House revenues
120,658
115,223
Other revenues
105,316
86,115
Operating income (loss)
37,884
(27,386
)
House-Level Contribution(1)
60,835
51,957
House-Level Contribution margin (%)(1)
28
%
26
%
Other Contribution(1)
27,064
21,816
Other contribution margin (%)(1)
24
%
23
%
Net income (loss) attributable to SHCO
175
(49,345
)
Adjusted EBITDA(1)
48,281
35,055
Adjusted EBITDA margin (%)(1)
14
%
12
%
Weighted average Class A and Class B
Shares outstanding (basic)
194,514,544
196,153,371
Weighted average Class A and Class B
Shares outstanding (diluted)
195,485,259
196,153,371
Basic income (loss) per share
$
0.00
$
(0.25
)
Diluted income (loss) per share
$
0.00
$
(0.25
)
The following selected items listed below
are not added back in Adjusted EBITDA:
For the 13 Weeks Ended
(in thousands)
September 29, 2024
October 1, 2023 (As
Revised)(2)
(Unaudited)
Pre-opening expenses
$
2,561
$
5,094
Non-cash rent
(3,261
)
(149
)
Deferred registration fees, net
(467
)
(465
)
(1) See “Non-GAAP Financial Measures” for
reconciliations of Non-GAAP measures to GAAP measures.
(2) Reflects adjustment of prior period
financial statements as discussed in the section "Revision of Prior
Period Financial Statements" below.
We delivered the following highlights
against our strategic priorities in the third
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 208,078 from 204,028 in second
quarter 2024, and 13% YoY
- Focused rollout of initiatives continue to improve member
experience and service in our Houses, as illustrated by higher
member satisfaction scores
- Opened Soho Mews House in the quarter, which has received great
feedback from our members
2. Operational Excellence to Drive Profitability
- We achieved third quarter 2024 Adjusted EBITDA of $48.3
million, with Adjusted EBITDA margins of 14%
- Like-for-like Food & Beverage margins at our Houses
improved compared to the third quarter 2023, despite cost
inflation
- Further streamlined corporate support functions
Membership
Summary for the Quarter Ended September 29, 2024
As of
September 29, 2024
October 1, 2023
(Unaudited)
Total Members
267,494
255,252
Soho House
208,078
184,542
Frozen Members
10,020
5,417
Soho Friends
53,235
64,614
Soho Works
6,181
6,096
SH APP Active Users
212,993
187,759
As of
September 29, 2024
October 1, 2023
(Unaudited)
Number of Soho Houses
45
42
The Americas
17
15
United Kingdom
14
13
Europe/RoW
14
14
Number of Soho House Members
208,078
184,542
The Americas
79,020
67,664
United Kingdom
72,777
67,931
Europe/RoW
44,402
39,850
All Other
11,879
9,097
Number of Other Members
59,416
70,710
The Americas
16,081
19,239
United Kingdom
35,630
42,402
Europe/RoW
7,705
9,069
Number of Total Members
267,494
255,252
Number of Active App Users
212,993
187,759
Memberships
- Total Members grew to 267,494 from 264,540 in second
quarter 2024 and by 4.8% year-over-year
- Total Soho House Members grew to 208,078 from 204,028 in
second quarter 2024, driven by continued high retention rates,
alongside membership intakes in both new and existing Houses
- Frozen Members was 10,020 at the end of third quarter
2024
- Other Memberships including Soho Friends and Soho Works
was 59,416 members, a decrease of 1,096 from the end of the second
quarter 2024
Financing and Balance Sheet
- SHCO ended third quarter 2024 with Cash and cash equivalents
and Restricted cash of $147 million
- The company repurchased approximately 2.3 million shares for
$13 million in the third quarter 2024
Updated Fiscal 2024 Guidance
The following forward-looking statements reflect our current
expectations as of today, December 19, 2024:
Old Fiscal 2024
Guidance
New Fiscal 2024
Guidance
Total Soho House Members
>212,000
>212,000
Membership revenues
$410m – $420m
$410m – $420m
Total revenues*
$1,200m – $1,250m
Approx. $1,200m
Adjusted EBITDA**
$157m – $165m
Approx. $140m
*Assumes no material year-over-year FX
impact, reflecting bank estimates
**Without adding back pre-opening costs,
non-cash rent and deferred registration fees of ~$15-20m combined
for fiscal 2024 as a whole
Conference Call and Webcast:
A conference call and live webcast will be hosted to discuss
these results on Thursday, December 19, 2024 at 9am EST / 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 1756812 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, Net Debt 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, Share-based compensation expense,
impairment of intangible assets, and other applicable items. 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, general and
administrative expenses or other applicable items. 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, general and administrative expenses, pre-opening
expenses, foreign exchange gain/loss, Share-based compensation
expense and other applicable items. 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.
NET DEBT. Net Debt reflects the total debt, comprising
long-term debt, property mortgage loans and related party loans,
less cash, cash equivalents and restricted cash. Net Debt is an
important measure to monitor leverage and evaluate the balance
sheet. A limitation associated with using Net Debt is that it
subtracts Cash and cash equivalents and Restricted cash and
therefore may imply that there is less Company debt than the most
comparable GAAP measure indicates. Management believes that
investors may find it useful to monitor leverage and evaluate the
balance sheet.
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 income (loss) to Adjusted EBITDA for
the 13 weeks ending September 29, 2024 and October 1, 2023 is set
forth below:
For the 13 Weeks Ended
Percent Change
September 29, 2024
October 1, 2023 (As
Revised)(4)
Actuals
Constant Currency(1)
Actuals
(Unaudited, dollar amounts in
thousands, except share and per share amounts or unless otherwise
noted)
Net income (loss)
$
718
$
(48,433
)
n/m
n/m
Depreciation and amortization
26,017
24,503
6
%
1
%
Interest expense, net
20,658
18,799
10
%
5
%
Income tax benefit
18,026
4,208
n/m
n/m
EBITDA
65,419
(923
)
n/m
n/m
(Gain) Loss on sale of property and other,
net
236
(7
)
n/m
n/m
Share of income of equity method
investments
(1,754
)
(1,953
)
10
%
14
%
Foreign exchange (gain) loss, net⁽²⁾
(39,591
)
30,698
n/m
n/m
Share of equity method investments
adjusted EBITDA
2,367
2,557
(7
)%
(12
)%
Share-based compensation expense
3,513
4,683
(25
)%
(28
)%
Operational reorganization and severance
expense(3)
4,023
—
n/m
n/m
Impairment of long-lived assets
14,068
—
n/m
n/m
Adjusted EBITDA
$
48,281
$
35,055
38
%
31
%
1. See “Non-GAAP Financial Measures” for an explanation of
our constant currency results.
2. Primarily driven by foreign exchange
volatility impacting our non-USD debt and working capital.
3. Expenses incurred with respect to a
strategic reorganization program of the Company's operations and
support teams.
4. See "Revision of Prior Period Financial
Statements" for further information on the revised financial
information.
5. Following the Company's impairment
review, the Company recognized $14 million of impairment losses on
long-lived assets (comprised of $11 million in respect of Operating
lease assets and $3 million of Property and equipment, net), of
which $14 million is in respect of Soho Works North America and
less than $1 million relates to a UK restaurant site.
A reconciliation of Operating income (loss) to House-Level
Contribution & Other Contribution for the 13 weeks ending
September 29, 2024 and October 1, 2023 is set forth below:
For the 13 Weeks Ended
September 29, 2024
October 1, 2023 (As
Revised)(2)
Change %
October 1, 2023 Constant
Currency(1)
Constant Currency Change
%(1)
Actuals
(Unaudited, dollar amounts in
thousands)
Operating income (loss)
$
37,884
$
(27,386
)
n/m
$
(33,721
)
n/m
General and administrative
39,672
35,564
12
%
37,297
6
%
Pre-opening expenses
2,561
5,094
(50
)%
5,342
(52
)%
Depreciation and amortization
26,017
24,503
6
%
25,697
1
%
Share-based compensation
3,513
4,683
(25
)%
4,911
(28
)%
Foreign exchange (gain) loss, net
(39,591
)
30,698
n/m
32,193
n/m
Loss on impairment of long-lived
assets
14,068
—
n/m
—
n/m
Other, net
3,775
617
n/m
647
n/m
Non-House membership revenues
(8,427
)
(8,084
)
(4
)%
(8,478
)
1
%
Other revenues
(105,316
)
(86,115
)
(22
)%
(89,567
)
(18
)%
Other operating expenses
86,679
72,383
20
%
75,909
14
%
House-Level Contribution
$
60,835
$
51,957
17
%
$
50,230
21
%
Operating profit (loss) margin
11
%
(9
)%
(9
)%
House-Level contribution margin
28
%
26
%
26
%
For the 13 Weeks Ended
September 29, 2024
October 1, 2023 (As
Revised)(2)
Change %
October 1, 2023 Constant
Currency(1)
Constant Currency Change
%(1)
Actuals
(Unaudited, dollar amounts in
thousands)
Operating income (loss)
$
37,884
$
(27,386
)
n/m
$
(33,721
)
n/m
General and administrative
39,672
35,564
12
%
37,297
6
%
Pre-opening expenses
2,561
5,094
(50
)%
5,342
(52
)%
Depreciation and amortization
26,017
24,503
6
%
25,697
1
%
Share-based compensation
3,513
4,683
(25
)%
4,911
(28
)%
Foreign exchange loss, net
(39,591
)
30,698
n/m
32,193
n/m
Loss on impairment of long-lived
assets
14,068
—
n/m
—
n/m
Other, net
3,775
617
n/m
647
n/m
House membership revenues
(98,967
)
(83,965
)
(18
)%
(85,933
)
(15
)%
In-House revenues
(120,658
)
(115,223
)
(5
)%
(118,700
)
(2
)%
In-House operating expenses
158,790
147,231
8
%
154,403
3
%
Total Other Contribution
$
27,064
$
21,816
24
%
$
22,136
22
%
Operating profit (loss) margin
11
%
(9
)%
(9
)%
Other Contribution Margin
24
%
23
%
23
%
1. See “Non-GAAP Financial Measures” for
an explanation of our constant currency results.
2. See "Revision of Prior Period Financial
Statements" for further information on the revised financial
information.
Condensed unaudited Consolidated Statements of Operations for
the 13 weeks ended September 29, 2024 and October 1, 2023:
For the 13 Weeks Ended
(in thousands, except for per share
data)
September 29, 2024
October 1, 2023 (As
Revised)(1)
Revenues
Membership revenues
$
107,394
$
92,049
In-House revenues
120,658
115,223
Other revenues
105,316
86,115
Total revenues
333,368
293,387
Operating expenses
In-House operating expenses
(158,790
)
(147,231
)
Other operating expenses
(86,679
)
(72,383
)
General and administrative expenses
(39,672
)
(35,564
)
Pre-opening expenses
(2,561
)
(5,094
)
Depreciation and amortization
(26,017
)
(24,503
)
Share-based compensation
(3,513
)
(4,683
)
Foreign exchange gain (loss), net
39,591
(30,698
)
Loss on impairment of long-lived
assets
(14,068
)
—
Other, net
(3,775
)
(617
)
Total operating expenses
(295,484
)
(320,773
)
Operating income (loss)
37,884
(27,386
)
Other (expense) income
Interest expense, net
(20,658
)
(18,799
)
Gain (loss) on sale of property and other,
net
(236
)
7
Share of income of equity method
investments
1,754
1,953
Total other expense, net
(19,140
)
(16,839
)
Income (loss) before income
taxes
18,744
(44,225
)
Income tax (expense) benefit
(18,026
)
(4,208
)
Net income (loss)
718
(48,433
)
Net income (loss) attributable to
noncontrolling interests
(543
)
(912
)
Net income (loss) attributable to Soho
House & Co Inc.
$
175
$
(49,345
)
Net income (loss) per share attributable
to Class A and Class B common stock
Basic
$
0.00
$
(0.25
)
Diluted
0.00
(0.25
)
Weighted average shares outstanding
Basic
194,515
196,153
Diluted
195,485
196,153
1. See "Revision of Prior Period Financial
Statements" for further information on the revised financial
information.
Revision of Prior Period Financial Statements
On November 6, 2024, the Company announced that it is replacing
legacy systems with a new modernized finance Enterprise Resource
Planning (“ERP”) system to support its long-term success, controls
and strategic growth initiatives. In preparation for the systems
upgrade, the Company has undertaken a number of initiatives
including continuing to work with external consultants to support
the review and assist in strengthening its internal controls and
processes including reconciliations and completing the
implementation of a new ERP system for its retail business in
August 2024. Further, the Company is focused on continuing to
bolster its Transformation and Finance teams including by hiring a
Chief Transformation Officer (November 2024) to lead the ERP system
implementation and hiring a number of personnel with a higher level
of knowledge and experience with the application of US GAAP,
internal audit and SOX compliance.
Through the performance of these activities, management
identified misstatements in its previously issued financial
statements and confirmed the financial statement impact of
previously identified uncorrected immaterial misstatements. While
correction of these adjustments as out of period corrections would
be material in aggregate to the current period, the Company
determined the impacts of these misstatements were not material to
the financial statements for all prior periods identified. As a
result, the Company has revised its Fiscal 2023 and Fiscal 2022
consolidated financial statements and Q2 2024, Q1 2024, Q3 2023, Q2
2023 and Q1 2023 unaudited condensed consolidated financial
statements to adjust for the impact of these misstatements.
The Company has classified the majority of the misstatements
into the following major categories:
- North America segment balance sheet reconciliations – the
Company identified misstatements during the balance sheet
reconciliation process which impacted several years and financial
statement line items. The identified misstatements primarily
related to items that should have been expensed as In-House and
Other operating expenses but were manually coded incorrectly or not
picked up in our systems. On the statement of operations, this
misstatement resulted in an understatement of net loss of $5
million in Fiscal 2022, $7 million in Fiscal 2023, an overstatement
of less than $1 million in Q1 2024 and an understatement of less
than $1 million in Q2 2024. The misstatements identified included a
net decrease in Cash and cash equivalents of $1 million as at
Fiscal 2022, $3 million as at Fiscal 2023, $2 million in Q1 2023,
Q2 2023 and Q3 2023, $3 million as at Q1 2024 and Q2 2024, related
to unrecorded credit card fees and identified errors in
transactions recorded in the cash control account for which cash
was not received.
- Soho Home sale transactions – the Company implemented a new ERP
system for the retail business in August 2024. As part of the
cutover process into the new system, transactions were identified
that had not been loaded from the commercial third party external
system into the Company’s previous ERP system. On the statement of
operations, this misstatement resulted in an understatement of
Other revenues and Other operating expenses of $3 million and $1
million in Fiscal 2022, respectively; and $1 million and less than
$1 million in Fiscal 2023, respectively, so an understatement of
net income of $2 million in Fiscal 2022; and less than $1 million
in Fiscal 2023. There was no impact on Cash and cash equivalents
from this revision.
- Soho Works embedded lease accounting – the Company had not
correctly identified a large Soho Works office contract as an
embedded lease and failed to split the payments received under this
contract as Membership revenues and as a credit to Other operating
expenses (rent expense). This misstatement resulted in an
overstatement of Membership revenues and Other operating expenses
of $5 million in Fiscal 2023, $1 million in Q1 2024 and $1 million
in Q2 2024, respectively, which offset one another to have a net
nil impact on net income. There was no impact on Cash and cash
equivalents from this revision.
- Revenue recognition of exclusivity and incentive fees – in Q3
2023, the Company incorrectly recognized revenue in connection with
two contracts in the Asian region at a point in time through Other
revenues rather than over time through the identified performance
obligation period. On the statement of operations, this
misstatement resulted in an overstatement of Other revenues of $6
million in Q3 2023 and Fiscal 2023, respectively, and an
understatement of Other revenues of less than $1 million in Q1 2024
and Q2 2024, respectively. There was no impact on Cash and cash
equivalents from this revision.
- Income tax (expense) benefit – the Company identified a
misstatement in the geographic allocation of its legal entity level
forecasts which impacted the calculation of the interim tax
(expense) for Q1 2024 and Q2 2024 previously reported periods.
There was no material impact on Group level forecasts. These
adjustments resulted in revisions to its estimated annual effective
tax rate and the interim tax (expense) benefit previously recorded
in Q1 2024 and Q2 2024. On the statement of operations, this
misstatement resulted in an overstatement of the income tax
(expense) of $4 million in Q1 2024 and $5 million in Q2 2024, which
have a cumulative impact of $9 million on net income. There was no
impact on Cash and cash equivalents from this revision.
The identified misstatements resulted in adjustments to a
various financial statement line items in the statements of
operations across the periods presented in the tables below as
follows:
- an immaterial overstatement of Total revenues, Other operating
expenses, Depreciation and amortization, Income tax expense,
and
- an immaterial understatement of In-House operating expenses and
Pre-opening expenses.
The Company assessed the materiality of the errors, both
individually and in aggregate, including as out of period
corrections in the current period as well as corrections to
impacted prior period consolidated financial statements, on a
qualitative and quantitative basis in accordance with SEC Staff
Accounting Bulletins (“SAB”) No. 99, Materiality, and No. 108,
Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements,
codified in Accounting Standards Codification (“ASC”) Topic 250,
Accounting Changes and Error Corrections. The Company evaluated the
materiality of the errors on the Fiscal 2023 and Fiscal 2022
consolidated financial statements and Q2 2024, Q1 2024, Q3 2023, Q2
2023 and Q1 2023 unaudited condensed consolidated financial
statements and determined that they did not result in a material
misstatement to the financial condition, results of operations,
change of trend, or liquidity for any of these periods previously
presented. However, the Company determined that the effect of
recording the misstatements during the 13-week and 39-week periods
ended as of September 29, 2024, would be material to the
consolidated financial statements for the 52-week period ended
December 29, 2024. As a result, the Company revised its previously
issued consolidated financial statements.
The revision of the historical consolidated financial statements
also includes the correction of other previously identified
immaterial errors, which have impacted a number of financial
statement line items in the balance sheets, the statements of
operations and the statements of cash flows across the periods
presented in the tables that follow. The Company had previously
determined that these adjustments did not, either individually or
in the aggregate, result in a material misstatement of its
previously issued consolidated financial statements. Further, the
revision of the Fiscal 2022 consolidated financial statements
includes as an out of period adjustment misstatements identified
impacting periods pre-Fiscal 2022. Management has concluded that
the impact pre-Fiscal 2022 is not material and will be part of the
revisions in Fiscal 2022.
The Company believes the misstatements identified are related to
manual processes and the existing material weaknesses in our
control over financial reporting as described in the most recently
filed Form 10-K for the fiscal year as of and ended December 31,
2023. The Company has devoted, and will continue to devote,
significant time and resources to complete its remediation of the
material weaknesses. The following components of the ongoing
remediation plan, among others, are:
- Further enhancing our staff's skill-level and number of
accounting staff within the finance department, especially in the
Americas
- Implementing a new ERP system that supports the transition away
from manual processes and legacy systems
- Investing in and improving other finance and controls related
technology
- Continuing to engage with external consultants to support the
review and assist in strengthening the Company’s internal controls
and processes
The Company considers that the actions described above are
comprehensive and will remediate the material weaknesses and
strengthen the Company’s internal control over financial reporting.
Given the Company on-going process of recruiting experienced
accounting staff and implementing the new ERP system, the Company
believes that additional time will be beneficial to demonstrate
that the new personnel, in conjunction with the new system, have
the ability to consistently perform their responsibilities to
ensure that the material weaknesses have been fully remediated.
Therefore, the Company has concluded that these material weaknesses
will not be considered fully remediated until the remediation
actions, including those above, have operated effectively for a
sufficient period of time and have been sufficiently tested.
Further information regarding the misstatements and related
revisions including details of the corrections on the impacted
financial statement line items are summarized in the tables
below.
Consolidated Statements of
Operations
13 weeks ended March 31,
2024
13 weeks ended June 30,
2024
As Previously Reported
Adjustment
As Revised
As Previously Reported
Adjustment
As Revised
Revenues
Membership revenues
$
100,191
$
(1,242
)
$
98,949
$
103,584
$
(1,237
)
$
102,347
In-House revenues
110,401
(131
)
110,270
128,352
(1,067
)
127,285
Other revenues
52,554
171
52,725
73,210
105
73,315
Total revenues
263,146
(1,202
)
261,944
305,146
(2,199
)
302,947
Operating expenses
In-House operating expenses
(151,629
)
158
(151,471
)
(162,884
)
(1,095
)
(163,979
)
Other operating expenses
(53,967
)
1,542
(52,425
)
(68,400
)
1,489
(66,911
)
General and administrative
(34,372
)
-
(34,372
)
(38,726
)
-
(38,726
)
Pre-opening expenses
(5,754
)
8
(5,746
)
(5,652
)
1
(5,651
)
Depreciation and amortization
(25,744
)
250
(25,494
)
(25,381
)
250
(25,131
)
Share-based compensation
(8,039
)
-
(8,039
)
(3,598
)
-
(3,598
)
Foreign exchange (loss) gain, net
(5,481
)
-
(5,481
)
(5,173
)
-
(5,173
)
Other, net
(3,243
)
-
(3,243
)
(6,700
)
(20
)
(6,720
)
Total operating expenses
(288,229
)
1,958
(286,271
)
(316,514
)
625
(315,889
)
Operating income (loss)
(25,083
)
756
(24,327
)
(11,368
)
(1,574
)
(12,942
)
Other (expense) income
Interest expense, net
(21,199
)
-
(21,199
)
(19,989
)
-
(19,989
)
Gain (loss) on sale of property and other,
net
65
-
65
109
-
109
Share of profit (loss) of equity method
investments
377
-
377
1,514
-
1,514
Total other expense, net
(20,757
)
-
(20,757
)
(18,366
)
-
(18,366
)
Loss before income taxes
(45,840
)
756
(45,084
)
(29,734
)
(1,574
)
(31,308
)
Income tax (expense) benefit
(499
)
3,725
3,226
(4,441
)
5,544
1,103
Net loss
(46,339
)
4,481
(41,858
)
(34,175
)
3,970
(30,205
)
Net loss (income) attributable to
noncontrolling interest
299
-
299
306
-
306
Net loss attributable to Soho House
& Co Inc.
$
(46,040
)
$
4,481
$
(41,559
)
$
(33,869
)
$
3,970
$
(29,899
)
Net loss per share attributable to Class A
and B common stock shareholders
Basic and diluted
$
(0.24
)
$
0.02
$
(0.21
)
$
(0.17
)
$
0.02
$
(0.15
)
Weighted average shares outstanding
Basic and diluted
195,711
-
195,711
196,258
-
196,258
26 weeks ended June 30,
2024
As Previously Reported
Adjustment
As Revised
Revenues
Membership revenues
$
203,775
$
(2,479
)
$
201,296
In-House revenues
238,753
(1,198
)
237,555
Other revenues
125,764
276
126,040
Total revenues
568,292
(3,401
)
564,891
Operating expenses
In-House operating expenses
(314,513
)
(937
)
(315,450
)
Other operating expenses
(122,367
)
3,031
(119,336
)
General and administrative
(73,098
)
-
(73,098
)
Pre-opening expenses
(11,406
)
9
(11,397
)
Depreciation and amortization
(51,125
)
500
(50,625
)
Share-based compensation
(11,637
)
-
(11,637
)
Foreign exchange (loss) gain, net
(10,654
)
-
(10,654
)
Other, net
(9,943
)
(20
)
(9,963
)
Total operating expenses
(604,743
)
2,583
(602,160
)
Operating income (loss)
(36,451
)
(818
)
(37,269
)
Other (expense) income
Interest expense, net
(41,188
)
-
(41,188
)
Gain (loss) on sale of property and other,
net
174
-
174
Share of profit (loss) of equity method
investments
1,891
-
1,891
Total other expense, net
(39,123
)
-
(39,123
)
Loss before income taxes
(75,574
)
(818
)
(76,392
)
Income tax (expense) benefit
(4,940
)
9,269
4,329
Net loss
(80,514
)
8,451
(72,063
)
Net loss (income) attributable to
noncontrolling interest
605
-
605
Net loss attributable to Soho House
& Co Inc.
$
(79,909
)
$
8,451
$
(71,458
)
Net loss per share attributable to Class A
and B common stock shareholders
Basic and diluted
$
(0.41
)
$
0.04
$
(0.36
)
Weighted average shares outstanding
Basic and diluted
195,987
-
195,987
13 weeks ended April 2,
2023
13 weeks ended July 2,
2023
As Previously Reported
Adjustment
As Revised
As Previously Reported
Adjustment
As Revised
Revenues
Membership revenues
$
83,248
$
(1,198
)
$
82,050
$
89,193
$
(1,230
)
$
87,963
In-House revenues
116,078
-
116,078
125,480
81
125,561
Other revenues
55,883
(193
)
55,690
74,250
170
74,420
Total revenues
255,209
(1,391
)
253,818
288,923
(979
)
287,944
Operating expenses
In-House operating expenses
(143,972
)
(1,060
)
(145,032
)
(152,353
)
(42
)
(152,395
)
Other operating expenses
(56,381
)
1,167
(55,214
)
(66,226
)
1,084
(65,142
)
General and administrative
(30,574
)
-
(30,574
)
(37,243
)
-
(37,243
)
Pre-opening expenses
(4,994
)
(76
)
(5,070
)
(4,206
)
1
(4,205
)
Depreciation and amortization
(24,464
)
19
(24,445
)
(25,249
)
35
(25,214
)
Share-based compensation
(5,846
)
-
(5,846
)
(5,657
)
-
(5,657
)
Foreign exchange (loss) gain, net
13,013
-
13,013
21,584
-
21,584
Other, net
(1,029
)
-
(1,029
)
21
-
21
Total operating expenses
(254,247
)
50
(254,197
)
(269,329
)
1,078
(268,251
)
Operating income (loss)
962
(1,341
)
(379
)
19,594
99
19,693
Other (expense) income
Interest expense, net
(18,701
)
-
(18,701
)
(22,027
)
-
(22,027
)
Gain (loss) on sale of property and other,
net
681
-
681
(92
)
-
(92
)
Share of profit (loss) of equity method
investments
871
(12
)
859
1,587
12
1,599
Total other expense, net
(17,149
)
(12
)
(17,161
)
(20,532
)
12
(20,520
)
Loss before income taxes
(16,187
)
(1,353
)
(17,540
)
(938
)
111
(827
)
Income tax (expense) benefit
171
-
171
(1,349
)
-
(1,349
)
Net loss
(16,016
)
(1,353
)
(17,369
)
(2,287
)
111
(2,176
)
Net loss (income) attributable to
noncontrolling interest
64
-
64
(357
)
-
(357
)
Net loss attributable to Soho House
& Co Inc.
$
(15,952
)
$
(1,353
)
$
(17,305
)
$
(2,644
)
$
111
$
(2,533
)
Net loss per share attributable to Class A
and B common stock shareholders
Basic and diluted
$
(0.08
)
$
(0.01
)
$
(0.09
)
$
(0.01
)
$
0.00
$
(0.01
)
Weighted average shares outstanding
Basic and diluted
195,422
-
195,422
195,662
-
195,662
13 weeks ended October 1,
2023
As Previously Reported
Adjustment
As Revised
Revenues
Membership revenues
$
93,279
$
(1,230
)
$
92,049
In-House revenues
115,288
(65
)
115,223
Other revenues
92,390
(6,275
)
86,115
Total revenues
300,957
(7,570
)
293,387
Operating expenses
In-House operating expenses
(146,480
)
(751
)
(147,231
)
Other operating expenses
(73,709
)
1,326
(72,383
)
General and administrative
(35,564
)
-
(35,564
)
Pre-opening expenses
(5,093
)
(1
)
(5,094
)
Depreciation and amortization
(24,516
)
13
(24,503
)
Share-based compensation
(4,683
)
-
(4,683
)
Foreign exchange (loss) gain, net
(30,698
)
-
(30,698
)
Loss on impairment of long-lived
assets
-
-
-
Other, net
(617
)
-
(617
)
Total operating expenses
(321,360
)
587
(320,773
)
Operating income (loss)
(20,403
)
(6,983
)
(27,386
)
Other (expense) income
Interest expense, net
(18,799
)
-
(18,799
)
Gain (loss) on sale of property and other,
net
7
-
7
Share of profit (loss) of equity method
investments
1,953
-
1,953
Total other expense, net
(16,839
)
-
(16,839
)
Loss before income taxes
(37,242
)
(6,983
)
(44,225
)
Income tax (expense) benefit
(4,208
)
-
(4,208
)
Net loss
(41,450
)
(6,983
)
(48,433
)
Net loss (income) attributable to
noncontrolling interest
(912
)
-
(912
)
Net loss attributable to Soho House
& Co Inc.
$
(42,362
)
$
(6,983
)
$
(49,345
)
Net loss per share attributable to Class A
and B common stock shareholders
Basic and diluted
$
(0.22
)
$
(0.04
)
$
(0.25
)
Weighted average shares outstanding
Basic and diluted
196,153
-
196,153
13 weeks ended December 31,
2023
As Previously Reported
Adjustment
As Revised
Revenues
Membership revenues
$
95,767
$
(1,224
)
$
94,543
In-House revenues
125,220
73
125,293
Other revenues
69,803
346
70,149
Total revenues
290,790
(805
)
289,985
Operating expenses
In-House operating expenses
(146,552
)
(1,265
)
(147,817
)
Other operating expenses
(62,167
)
(1,991
)
(64,158
)
General and administrative
(40,202
)
-
(40,202
)
Pre-opening expenses
(4,311
)
1
(4,310
)
Depreciation and amortization
(37,174
)
55
(37,119
)
Share-based compensation
(4,044
)
-
(4,044
)
Foreign exchange (loss) gain, net
32,297
-
32,297
Loss on impairment of long-lived
assets
(47,455
)
(317
)
(47,772
)
Other, net
(4,338
)
(43
)
(4,381
)
Total operating expenses
(313,946
)
(3,560
)
(317,506
)
Operating income (loss)
(23,156
)
(4,365
)
(27,521
)
Other (expense) income
Interest expense, net
(24,609
)
-
(24,609
)
Gain (loss) on sale of property and other,
net
(1,634
)
-
(1,634
)
Share of profit (loss) of equity method
investments
(2,511
)
-
(2,511
)
Total other expense, net
(28,754
)
-
(28,754
)
Loss before income taxes
(51,910
)
(4,365
)
(56,275
)
Income tax (expense) benefit
(5,425
)
-
(5,425
)
Net loss
(57,335
)
(4,365
)
(61,700
)
Net loss (income) attributable to
noncontrolling interest
340
-
340
Net loss attributable to Soho House
& Co Inc.
$
(56,995
)
$
(4,365
)
$
(61,360
)
Net loss per share attributable to Class A
and B common stock shareholders
Basic and diluted
$
(0.29
)
$
(0.02
)
$
(0.31
)
Weighted average shares outstanding
Basic and diluted
195,126
-
195,126
26 weeks ended July 2,
2023
39 weeks ended October 1,
2023
For the fiscal year ended
December 31, 2023
As Previously Reported
Adjustment
As Revised
As Previously Reported
Adjustment
As Revised
As Previously Reported
Adjustment
As Revised
Revenues
Membership revenues
$
172,441
$
(2,428
)
$
170,013
$
265,720
$
(3,658
)
$
262,062
$
361,487
$
(4,882
)
$
356,605
In-House revenues
241,558
81
241,639
356,846
16
356,862
482,066
89
482,155
Other revenues
130,133
(23
)
130,110
222,523
(6,298
)
216,225
292,326
(5,952
)
286,374
Total revenues
544,132
(2,370
)
541,762
845,089
(9,940
)
835,149
1,135,879
(10,745
)
1,125,134
Operating expenses
In-House operating expenses
(296,325
)
(1,102
)
(297,427
)
(442,805
)
(1,853
)
(444,658
)
(589,357
)
(3,118
)
(592,475
)
Other operating expenses
(122,607
)
2,251
(120,356
)
(196,316
)
3,577
(192,739
)
(258,483
)
1,586
(256,897
)
General and administrative
(67,817
)
-
(67,817
)
(103,381
)
-
(103,381
)
(143,583
)
-
(143,583
)
Pre-opening expenses
(9,200
)
(75
)
(9,275
)
(14,293
)
(76
)
(14,369
)
(18,604
)
(75
)
(18,679
)
Depreciation and amortization
(49,713
)
54
(49,659
)
(74,229
)
67
(74,162
)
(111,403
)
122
(111,281
)
Share-based compensation
(11,503
)
-
(11,503
)
(16,186
)
-
(16,186
)
(20,230
)
-
(20,230
)
Foreign exchange (loss) gain, net
34,597
-
34,597
3,899
-
3,899
36,196
-
36,196
Loss on impairment of long-lived
assets
-
-
-
-
-
-
(47,455
)
(317
)
(47,772
)
Other, net
(1,008
)
-
(1,008
)
(1,625
)
-
(1,625
)
(5,963
)
(43
)
(6,006
)
Total operating expenses
(523,576
)
1,128
(522,448
)
(844,936
)
1,715
(843,221
)
(1,158,882
)
(1,845
)
(1,160,727
)
Operating income (loss)
20,556
(1,242
)
19,314
153
(8,225
)
(8,072
)
(23,003
)
(12,590
)
(35,593
)
Other (expense) income
Interest expense, net
(40,728
)
-
(40,728
)
(59,527
)
-
(59,527
)
(84,136
)
-
(84,136
)
Gain (loss) on sale of property and other,
net
589
-
589
596
-
596
(1,038
)
-
(1,038
)
Share of profit (loss) of equity method
investments
2,458
-
2,458
4,411
-
4,411
1,900
-
1,900
Total other expense, net
(37,681
)
-
(37,681
)
(54,520
)
-
(54,520
)
(83,274
)
-
(83,274
)
Loss before income taxes
(17,125
)
(1,242
)
(18,367
)
(54,367
)
(8,225
)
(62,592
)
(106,277
)
(12,590
)
(118,867
)
Income tax (expense) benefit
(1,178
)
-
(1,178
)
(5,386
)
-
(5,386
)
(10,811
)
-
(10,811
)
Net loss
(18,303
)
(1,242
)
(19,545
)
(59,753
)
(8,225
)
(67,978
)
(117,088
)
(12,590
)
(129,678
)
Net loss (income) attributable to
noncontrolling interest
(293
)
-
(293
)
(1,205
)
-
(1,205
)
(865
)
-
(865
)
Net loss attributable to Soho House
& Co Inc.
$
(18,596
)
$
(1,242
)
$
(19,838
)
$
(60,958
)
$
(8,225
)
$
(69,183
)
$
(117,953
)
$
(12,590
)
$
(130,543
)
Net loss per share attributable to Class A
and B common stock shareholders
Basic and diluted
$
(0.10
)
$
(0.01
)
$
(0.10
)
$
(0.31
)
$
(0.04
)
$
(0.35
)
$
(0.60
)
$
(0.06
)
$
(0.67
)
Weighted average shares outstanding
Basic and diluted
195,542
-
195,542
195,746
-
195,746
195,590
-
195,590
For the fiscal year ended
January 1, 2023
As Previously Reported
Adjustment
As Revised
Revenues
Membership revenues
$
272,809
$
-
$
272,809
In-House revenues
426,602
607
427,209
Other revenues
272,803
3,182
275,985
Total revenues
972,214
3,789
976,003
Operating expenses
In-House operating expenses
(524,929
)
(5,800
)
(530,729
)
Other operating expenses
(250,336
)
(1,565
)
(251,901
)
General and administrative
(123,435
)
-
(123,435
)
Pre-opening expenses
(14,081
)
3
(14,078
)
Depreciation and amortization
(99,930
)
15
(99,915
)
Share-based compensation
(27,681
)
-
(27,681
)
Foreign exchange (loss) gain, net
(69,600
)
-
(69,600
)
Other, net
(9,703
)
-
(9,703
)
Total operating expenses
(1,119,695
)
(7,347
)
(1,127,042
)
Operating income (loss)
(147,481
)
(3,558
)
(151,039
)
Other (expense) income
Interest expense, net
(71,499
)
(19
)
(71,518
)
Gain (loss) on sale of property and other,
net
390
-
390
Share of profit (loss) of equity method
investments
3,941
-
3,941
Total other expense, net
(67,168
)
(19
)
(67,187
)
Loss before income taxes
(214,649
)
(3,577
)
(218,226
)
Income tax (expense) benefit
(5,131
)
-
(5,131
)
Net loss
(219,780
)
(3,577
)
(223,357
)
Net loss (income) attributable to
noncontrolling interest
(800
)
-
(800
)
Net loss attributable to Soho House
& Co Inc.
$
(220,580
)
$
(3,577
)
$
(224,157
)
Net loss per share attributable to Class A
and B common stock shareholders
Basic and diluted
$
(1.10
)
$
(0.02
)
$
(1.12
)
Weighted average shares outstanding
Basic and diluted
199,985
-
199,985
For the 13 Weeks Ended
For the 26 Weeks Ended
June 30, 2024 Actuals (As
Previously Reported)
Adjustments
June 30, 2024 Actuals (As
Revised)
June 30, 2024 Actuals (As
previously reported)
Adjustments
June 30, 2024 Actuals (As
Revised)
(Unaudited, dollar amounts in
thousands)
Net income (loss)
$
(34,175
)
$
3,970
$
(30,205
)
$
(80,514
)
$
8,451
$
(72,063
)
Depreciation and amortization
25,381
(250
)
25,131
51,125
(500
)
50,625
Interest expense, net
19,989
—
19,989
41,188
—
41,188
Income tax benefit
4,441
(5,544
)
(1,103
)
4,940
(9,269
)
(4,329
)
EBITDA
15,636
(1,824
)
13,812
16,739
(1,318
)
15,421
(Gain) loss on sale of property and other,
net
(109
)
—
(109
)
(174
)
—
(174
)
Share of income of equity method
investments
(1,514
)
—
(1,514
)
(1,891
)
—
(1,891
)
Foreign exchange (gain) loss, net
5,173
—
5,173
10,654
—
10,654
Share of equity method investments
adjusted EBITDA
2,811
—
2,811
4,551
—
4,551
Share-based compensation expense
3,598
—
3,598
11,637
—
11,637
Expenses related to shareholder
activism
—
—
—
1,885
—
1,885
Expenses related to the evaluation of
certain strategic transactions
930
—
930
2,424
—
2,424
Operational reorganization and severance
expense
2,114
—
2,114
2,114
—
2,114
Impairment relating to intangible
assets
4,710
—
4,710
4,710
—
4,710
Adjusted EBITDA
$
33,349
(1,824
)
$
31,525
52,649
(1,318
)
51,331
For the 13 Weeks Ended
March 31, 2024 Actuals (As
Previously Reported)
Adjustments
March 31, 2024 Actuals (As
Revised)
(Unaudited, dollar amounts in
thousands)
Net income (loss)
$
(46,339
)
$
4,481
$
(41,858
)
Depreciation and amortization
25,744
(250
)
25,494
Interest expense, net
21,199
—
21,199
Income tax benefit
499
(3,725
)
(3,226
)
EBITDA
1,103
506
1,609
(Gain) loss on sale of property and other,
net
(65
)
—
(65
)
Share of income of equity method
investments
(377
)
—
(377
)
Foreign exchange (gain) loss, net
5,481
—
5,481
Share of equity method investments
adjusted EBITDA
1,740
—
1,740
Share-based compensation expense
8,039
—
8,039
Expenses related to shareholder
activism
1,885
—
1,885
Expenses related to evaluation of certain
strategic transactions
1,494
—
1,494
Adjusted EBITDA
$
19,300
$
506
$
19,806
For the 13 Weeks Ended
For the Fiscal Year
Ended
December 31, 2023 Actuals (As
Previously Reported)
Adjustments
December 31, 2023 Actuals (As
Revised)
December 31, 2023 Actuals (As
Previously Reported)
Adjustments
December 31, 2023 Actuals (As
Revised)
(Unaudited, dollar amounts in
thousands)
Net loss
$
(57,335
)
$
(4,365
)
$
(61,700
)
$
(117,088
)
$
(12,590
)
$
(129,678
)
Depreciation and amortization
37,174
(55
)
37,119
111,403
(122
)
111,281
Interest expense, net
24,609
—
24,609
84,136
—
84,136
Income tax expense
5,425
—
5,425
10,811
—
10,811
EBITDA
9,873
(4,420
)
5,453
89,262
(12,712
)
76,550
Gain (loss) on sale of property and other,
net
1,634
—
1,634
1,038
—
1,038
Share of (income) loss of equity method
investments
2,511
—
2,511
(1,900
)
—
(1,900
)
Foreign exchange
(32,297
)
—
(32,297
)
(36,196
)
—
(36,196
)
Share of equity method investments
EBITDA
2,054
—
2,054
9,319
—
9,319
Adjusted share-based compensation
expense
4,044
—
4,044
20,230
—
20,230
Out of period operating lease liability
adjustment
(5,776
)
—
(5,776
)
(5,779
)
—
(5,779
)
Out of period capital expenditure
adjustment
2,562
—
2,562
—
—
—
Brand license inventory provision
4,571
—
4,571
4,571
—
4,571
Impairment relating to long-lived
assets
47,455
—
47,455
47,455
—
47,455
Adjusted EBITDA
$
36,631
$
(4,420
)
$
32,211
$
128,000
$
(12,712
)
$
115,288
For the 13 Weeks Ended
For the 39 Weeks Ended
October 1, 2023 Actuals (As
Previously Reported)
Adjustments
October 1, 2023 Actuals (As
Revised)
October 1, 2023 Actuals (As
Previosuly Reported)
Adjustments
October 1, 2023 Actuals (As
Revised)
(Unaudited, dollar amounts in
thousands)
Net income (loss)
$
(41,450
)
$
(6,983
)
$
(48,433
)
$
(59,753
)
$
(8,225
)
$
(67,978
)
Depreciation and amortization
24,516
(13
)
24,503
74,229
(67
)
74,162
Interest expense, net
18,799
—
18,799
59,527
—
59,527
Income tax benefit
4,208
—
4,208
5,386
—
5,386
EBITDA
6,073
(6,996
)
(923
)
79,389
(8,292
)
71,097
(Gain) loss on sale of property and other,
net
(7
)
—
(7
)
(596
)
—
(596
)
Share of income of equity method
investments
(1,953
)
—
(1,953
)
(4,411
)
—
(4,411
)
Foreign exchange (gain) loss, net
30,698
—
30,698
(3,899
)
—
(3,899
)
Share of equity method investments
adjusted EBITDA
2,557
—
2,557
7,265
—
7,265
Adjusted share-based compensation
expense
4,683
—
4,683
16,186
—
16,186
Adjusted EBITDA
$
42,051
$
(6,996
)
$
35,055
$
93,934
$
(8,292
)
$
85,642
For the 13 Weeks Ended
For the 26 Weeks Ended
July 2, 2023 Actuals (As
Previosuly Reported)
Adjustments
July 2, 2023 Actuals (As
Revised)
July 2, 2023 Actuals (As
Previously Reported)
Adjustments
July 2, 2023 Actuals (As
Revised)
(Unaudited, dollar amounts in
thousands)
Net income (loss)
$
(2,287
)
$
111
$
(2,176
)
$
(18,303
)
$
(1,242
)
$
(19,545
)
Depreciation and amortization
25,249
(35
)
25,214
49,713
(54
)
49,659
Interest expense, net
22,027
—
22,027
40,728
—
40,728
Income tax benefit
1,349
—
1,349
1,178
—
1,178
EBITDA
46,338
76
46,414
73,316
(1,296
)
72,020
(Gain) Loss on sale of property and other,
net
92
—
92
(589
)
—
(589
)
Share of profit (loss) of equity method
investments
(1,587
)
(12
)
(1,599
)
(2,458
)
—
(2,458
)
Foreign exchange (gain) loss, net
(21,584
)
—
(21,584
)
(34,597
)
—
(34,597
)
Share of equity method investments
adjusted EBITDA
2,840
—
2,840
4,708
—
4,708
Share-based compensation expense⁽²⁾
5,657
—
5,657
11,503
—
11,503
Adjusted EBITDA
$
31,756
$
64
$
31,820
$
51,883
$
(1,296
)
$
50,587
For the 13 Weeks Ended
April 2, 2023 Actuals (As
Previously Reported)
Adjustments
April 2, 2023 Actuals (As
Revised)
(Unaudited, dollar amounts in
thousands)
Net income (loss)
$
(16,016
)
$
(1,353
)
$
(17,369
)
Depreciation and amortization
24,464
(19
)
24,445
Interest expense, net
18,701
—
18,701
Income tax benefit
(171
)
—
(171
)
EBITDA
26,978
(1,372
)
25,606
Gain on sale of property and other,
net
(681
)
—
(681
)
Share of income of equity method
investments
(871
)
12
(859
)
Foreign exchange (gain) loss, net
(13,013
)
—
(13,013
)
Share of equity method investments
adjusted EBITDA
1,868
—
1,868
Share-based compensation expense
5,846
—
5,846
Adjusted EBITDA
$
20,127
$
(1,360
)
$
18,767
For the Fiscal Year
Ended
January 1, 2023 Actuals (As
Previously Reported)
Adjustments
January 1, 2023 Actuals (As
Revised)
(Unaudited, dollar amounts in
thousands)
Net loss
$
(219,780
)
$
(3,577
)
$
(223,357
)
Depreciation and amortization
99,930
(15
)
99,915
Interest expense, net
71,499
19
71,518
Income tax expense
5,131
—
5,131
EBITDA
(43,220
)
(3,573
)
(46,793
)
Gain on sale of property and other,
net
(390
)
—
(390
)
Share of (income) loss of equity method
investments
(3,941
)
—
(3,941
)
Foreign exchange
69,600
—
69,600
Share of equity method investments
adjusted EBITDA
7,577
—
7,577
Adjusted share-based compensation
expense
25,101
—
25,101
Operational reorganization and severance
expense
9,339
—
9,339
Membership credits expense
1,201
—
1,201
Out of period operating lease liability
adjustment
(5,439
)
—
(5,439
)
Employment related settlement expense
913
—
913
Adjusted EBITDA
$
60,741
$
(3,573
)
$
57,168
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 2024, 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 December 31, 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 September 29, 2024 of 45 Soho Houses, 8 Soho Works, Scorpios
Beach Club in Mykonos and Bodrum, 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)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241219970065/en/
Investor Relations ir@sohohouseco.com Media and
Press press@sohohouseco.com
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