[10-Q] Soho House & Co Inc. Quarterly Earnings Report
Soho House & Co (SHCO) delivered a sharp turnaround in Q2 FY25. Total revenue rose 9% YoY to $329.8 m, led by membership fees +16% and steady in-house F&B sales. Cost growth was contained, and foreign-exchange gains of $47.4 m plus $22.9 m of business-interruption proceeds boosted results. Operating income swung to $59.7 m profit from a $12.9 m loss; net income reached $24.1 m (diluted EPS $0.13) vs. a $30.2 m loss. Year-to-date net income is $31.6 m, versus a $72.1 m loss last year.
Cash generation improved: $63.8 m operating cash flow for the first half (+51% YoY). Cash & equivalents held steady at $150 m, and the group retains an undrawn 拢75 m ($103 m) RCF. Balance-sheet leverage remains heavy: $730 m gross debt, $138 m property mortgages and $1.40 bn operating-lease liabilities. 厂丑补谤别丑辞濒诲别谤蝉鈥� deficit widened to $349 m as FX translation losses of $35 m offset profits.
Management affirms going-concern status but continues to remediate material weaknesses in internal controls and roll out a new ERP. A $2 m impairment was recorded on idle UK restaurant leases. No guidance was provided, yet management cites strong membership retention and pipeline of 11 signed, not-yet-opened sites.
Soho House & Co (SHCO) ha registrato un netto miglioramento nel secondo trimestre dell'esercizio 2025. Il fatturato totale 猫 aumentato del 9% su base annua, raggiungendo 329,8 milioni di dollari, trainato da un incremento del 16% delle quote associative e da vendite costanti di cibo e bevande interne. La crescita dei costi 猫 stata contenuta, mentre utili da cambio valuta pari a 47,4 milioni di dollari e proventi da interruzione dell'attivit脿 per 22,9 milioni di dollari hanno migliorato i risultati. L'utile operativo 猫 passato da una perdita di 12,9 milioni di dollari a un utile di 59,7 milioni di dollari; l'utile netto 猫 stato di 24,1 milioni di dollari (EPS diluito di 0,13 dollari) rispetto a una perdita di 30,2 milioni. L'utile netto da inizio anno 猫 di 31,6 milioni, rispetto a una perdita di 72,1 milioni dell'anno precedente.
La generazione di cassa 猫 migliorata: 63,8 milioni di dollari di flusso di cassa operativo nel primo semestre (+51% su base annua). La liquidit脿 e gli equivalenti sono rimasti stabili a 150 milioni di dollari, e il gruppo mantiene una linea di credito revolving non utilizzata da 75 milioni di sterline (103 milioni di dollari). L'indebitamento netto resta elevato: 730 milioni di dollari di debito lordo, 138 milioni di mutui immobiliari e 1,40 miliardi di dollari di passivit脿 da leasing operativo. Il deficit patrimoniale degli azionisti si 猫 ampliato a 349 milioni di dollari a causa di perdite da traduzione valutaria di 35 milioni che hanno compensato i profitti.
La direzione conferma la continuit脿 aziendale ma continua a risolvere gravi carenze nei controlli interni e a implementare un nuovo sistema ERP. 脠 stata registrata una svalutazione di 2 milioni di dollari su contratti di locazione di ristoranti inattivi nel Regno Unito. Non 猫 stata fornita una guida, ma la direzione segnala una forte fidelizzazione dei soci e un portafoglio di 11 sedi gi脿 firmate ma ancora da aprire.
Soho House & Co (SHCO) mostr贸 una fuerte recuperaci贸n en el segundo trimestre del a帽o fiscal 2025. Los ingresos totales aumentaron un 9% interanual hasta 329,8 millones de d贸lares, impulsados por un incremento del 16% en las cuotas de membres铆a y ventas estables de alimentos y bebidas internas. El crecimiento de costos se mantuvo controlado, y ganancias por tipo de cambio de 47,4 millones de d贸lares junto con 22,9 millones de d贸lares en indemnizaciones por interrupci贸n del negocio impulsaron los resultados. El ingreso operativo pas贸 a ser un beneficio de 59,7 millones de d贸lares desde una p茅rdida de 12,9 millones; el ingreso neto alcanz贸 24,1 millones de d贸lares (EPS diluido de 0,13 d贸lares) frente a una p茅rdida de 30,2 millones. El ingreso neto acumulado en el a帽o es de 31,6 millones, comparado con una p茅rdida de 72,1 millones el a帽o anterior.
La generaci贸n de efectivo mejor贸: 63,8 millones de d贸lares de flujo de caja operativo en la primera mitad (+51% interanual). El efectivo y equivalentes se mantuvieron estables en 150 millones de d贸lares, y el grupo conserva una l铆nea de cr茅dito revolvente no utilizada de 75 millones de libras (103 millones de d贸lares). El apalancamiento del balance sigue siendo alto: 730 millones de d贸lares de deuda bruta, 138 millones en hipotecas inmobiliarias y 1,40 mil millones de d贸lares en pasivos por arrendamientos operativos. El d茅ficit de los accionistas se ampli贸 a 349 millones debido a p茅rdidas por traducci贸n en moneda extranjera de 35 millones que contrarrestaron las ganancias.
La direcci贸n confirma la continuidad operativa pero contin煤a remediando debilidades materiales en los controles internos y desplegando un nuevo ERP. Se registr贸 una p茅rdida por deterioro de 2 millones en contratos de arrendamiento de restaurantes inactivos en el Reino Unido. No se brind贸 gu铆a, aunque la direcci贸n menciona una fuerte retenci贸n de miembros y una cartera de 11 ubicaciones firmadas a煤n no abiertas.
Soho House & Co (SHCO)電� 2025 須岅硠鞐半弰 2攵勱赴鞐� 旮夑博頃� 氚橃爠鞚� 鞚措（鞐堨姷雼堧嫟. 齑� 毵れ稖鞚� 鞝勲厔 雽�牍� 9% 歃濌皜頃� 3鞏� 2,980毵� 雼煬搿�, 須岇洂牍勱皜 16% 歃濌皜頃橁碃 雮措秬 鞁濎潓耄� 毵れ稖鞚� 鞎堨爼鞝侅溂搿� 鞙犾霅橃棃鞀惦媹雼�. 牍勳毄 歃濌皜臧� 鞏奠牅霅橃棃鞙茧┌, 4,740毵� 雼煬鞚� 頇橃湪 鞚挫澋瓿� 2,290毵� 雼煬鞚� 靷梾 欷戨嫧 氤挫儊旮堨澊 鞁れ爜鞚� 雭岇柎鞓牳鞀惦媹雼�. 鞓侅梾鞚挫澋鞚� 1,290毵� 雼煬 鞝侅瀽鞐愳劀 5,970毵� 雼煬 頋戩瀽搿� 鞝勴櫂霅橃棃瓿�, 靾滌澊鞚奠潃 2,410毵� 雼煬(頋劃 欤茧嫻靾滌澊鞚� 0.13雼煬)搿� 3,020毵� 雼煬 靻愳嫟鞐愳劀 韥矊 臧滌劆霅橃棃鞀惦媹雼�. 鞐办磮攵�韯� 雸勳爜 靾滌澊鞚奠潃 3,160毵� 雼煬搿�, 鞛戨厔 7,210毵� 雼煬 靻愳嫟瓿� 牍勱祼霅╇媹雼�.
順勱笀 彀届稖鞚� 臧滌劆霅橃棃鞀惦媹雼�: 靸侂皹旮� 鞓侅梾 順勱笀 頋愲鞚� 6,380毵� 雼煬搿� 鞝勲厔 雽�牍� 51% 歃濌皜頄堨姷雼堧嫟. 順勱笀 氚� 順勱笀靹� 鞛愳偘鞚� 1鞏� 5,000毵� 雼煬搿� 鞎堨爼鞝侅澊氅�, 攴鸽９鞚� 氙胳偓鞖� 7,500毵� 韺岇毚霌�(1鞏� 300毵� 雼煬) 鞁犾毄 頃滊弰毳� 氤挫湢頃橁碃 鞛堨姷雼堧嫟. 雽�彀寑臁绊憸 霠堧矂毽電� 鞐爠頌� 雴掛姷雼堧嫟: 7鞏� 3,000毵� 雼煬鞚� 齑� 攵�毂�, 1鞏� 3,800毵� 雼煬鞚� 攵�霃欖偘 雼措炒 雽�於�, 攴鸽Μ瓿� 14鞏� 雼煬鞚� 鞖挫毄毽姢 攵�毂�臧� 鞛堨姷雼堧嫟. 頇橃湪 氤�霃� 靻愳嫟 3,500毵� 雼煬臧� 鞚挫澋鞚� 靸侅噭頃橂┌ 欤检＜ 瓴办啇旮堨潃 3鞏� 4,900毵� 雼煬搿� 頇曤寑霅橃棃鞀惦媹雼�.
瓴届榿歆勳潃 瓿勳啀旮办梾 臧�鞝曥潉 頇曥澑頄堨溂雮� 雮措秬 韱奠牅鞚� 欷戨寑頃� 鞎届爯鞚� 臧滌劆頃橁碃 靸� ERP 鞁滌姢韰滌潉 霃勳瀰頃橂姅 鞛戩梾鞚� 歆�靻嶍晿瓿� 鞛堨姷雼堧嫟. 鞓侁淡 雮� 靷毄頃橃 鞎婋姅 霠堨姢韱犽瀾 鞛勲寑彀棎 雽�頃� 200毵� 雼煬鞚� 靻愳儊彀啇鞚� 旮半霅橃棃鞀惦媹雼�. 臧�鞚措崢鞀る姅 鞝滉车頃橃 鞎婌晿鞙茧倶, 瓴届榿歆勳潃 臧曧暅 須岇洂 鞙犾鞙臣 鞎勳 臧滌灔頃橃 鞎婌潃 11臧� 瓿勳暯 觳搓舶 靷澊韸� 韺岇澊頂勲澕鞚胳潉 鞏戈笁頄堨姷雼堧嫟.
Soho House & Co (SHCO) a r茅alis茅 un net redressement au deuxi猫me trimestre de l'exercice 2025. Le chiffre d'affaires total a augment茅 de 9 % en glissement annuel pour atteindre 329,8 millions de dollars, port茅 par une hausse de 16 % des cotisations d'adh茅sion et des ventes stables de restauration interne. La croissance des co没ts a 茅t茅 ma卯tris茅e, et des gains de change de 47,4 millions de dollars ainsi que 22,9 millions de dollars de produits li茅s 脿 une interruption d'activit茅 ont renforc茅 les r茅sultats. Le r茅sultat op茅rationnel est pass茅 d'une perte de 12,9 millions de dollars 脿 un profit de 59,7 millions de dollars ; le r茅sultat net a atteint 24,1 millions de dollars (BPA dilu茅 de 0,13 dollar) contre une perte de 30,2 millions. Le r茅sultat net cumul茅 depuis le d茅but de l'ann茅e est de 31,6 millions, contre une perte de 72,1 millions l'an dernier.
La g茅n茅ration de tr茅sorerie s'est am茅lior茅e : 63,8 millions de dollars de flux de tr茅sorerie op茅rationnel au premier semestre (+51 % en glissement annuel). La tr茅sorerie et 茅quivalents sont rest茅s stables 脿 150 millions de dollars, et le groupe dispose d'une ligne de cr茅dit renouvelable non utilis茅e de 75 millions de livres (103 millions de dollars). L'endettement du bilan reste 茅lev茅 : 730 millions de dollars de dette brute, 138 millions de dollars d'hypoth猫ques immobili猫res et 1,40 milliard de dollars de passifs de location op茅rationnelle. Le d茅ficit des actionnaires s'est creus茅 脿 349 millions de dollars, les pertes de change de 35 millions compensant les b茅n茅fices.
La direction confirme la continuit茅 d'exploitation mais poursuit la correction de faiblesses majeures dans le contr么le interne et le d茅ploiement d'un nouvel ERP. Une d茅pr茅ciation de 2 millions de dollars a 茅t茅 enregistr茅e sur des baux de restaurants inactifs au Royaume-Uni. Aucune orientation n'a 茅t茅 donn茅e, mais la direction mentionne une forte fid茅lisation des membres et un pipeline de 11 sites sign茅s mais pas encore ouverts.
Soho House & Co (SHCO) erzielte im zweiten Quartal des Gesch盲ftsjahres 2025 eine deutliche Wende. Der Gesamtumsatz stieg im Jahresvergleich um 9 % auf 329,8 Mio. USD, angetrieben durch Mitgliedsbeitr盲ge mit +16 % und stabile interne Speisen- und Getr盲nkeeinnahmen. Das Kostenwachstum wurde begrenzt, und Wechselkursgewinne von 47,4 Mio. USD sowie 22,9 Mio. USD aus Betriebsunterbrechungsentsch盲digungen verbesserten die Ergebnisse. Das operative Ergebnis drehte von einem Verlust von 12,9 Mio. USD zu einem Gewinn von 59,7 Mio. USD; der Nettogewinn erreichte 24,1 Mio. USD (verw盲ssertes EPS 0,13 USD) gegen眉ber einem Verlust von 30,2 Mio. USD. Der Nettogewinn seit Jahresbeginn betr盲gt 31,6 Mio. USD im Vergleich zu einem Verlust von 72,1 Mio. USD im Vorjahr.
Die Cashgenerierung verbesserte sich: 63,8 Mio. USD operativer Cashflow im ersten Halbjahr (+51 % im Jahresvergleich). Zahlungsmittel und Zahlungsmittel盲quivalente blieben mit 150 Mio. USD stabil, und die Gruppe verf眉gt 眉ber eine ungenutzte revolvierende Kreditlinie von 75 Mio. Pfund (103 Mio. USD). Die Bilanzverschuldung bleibt hoch: 730 Mio. USD Bruttoverschuldung, 138 Mio. USD Immobilienhypotheken und 1,40 Mrd. USD Leasingverbindlichkeiten. Das Eigenkapitaldefizit der Aktion盲re weitete sich auf 349 Mio. USD aus, da Fremdw盲hrungsverluste von 35 Mio. USD die Gewinne ausglichen.
Das Management best盲tigt die Fortf眉hrung des Unternehmens, arbeitet jedoch weiterhin an der Behebung von wesentlichen Schw盲chen in der internen Kontrolle und f眉hrt ein neues ERP-System ein. Es wurde eine Wertminderung von 2 Mio. USD auf ungenutzte Restaurantmietvertr盲ge im Vereinigten K枚nigreich verbucht. Eine Prognose wurde nicht abgegeben, das Management verweist jedoch auf eine starke Mitgliederbindung und einen Pipeline von 11 unterzeichneten, aber noch nicht er枚ffneten Standorten.
- Revenue up 9% YoY, with membership revenue +16%, signalling healthy demand and pricing power.
- Return to profitability: Q2 net income $24.1 m vs. $30.2 m loss; YTD EPS $0.17.
- Operating cash flow +51% to $63.8 m, nearly covering capex outflows.
- Undrawn 拢75 m ($103 m) revolving credit facility enhances liquidity.
- Foreign-exchange gain and insurance proceeds added $91 m to pre-tax income, strengthening short-term capital.
- 厂丑补谤别丑辞濒诲别谤蝉鈥� deficit widened to $349 m; accumulated deficit $1.5 bn remains sizable.
- High leverage: $730 m gross debt and $1.4 bn lease liabilities; net debt/EBITDA still elevated.
- Earnings heavily reliant on $47 m FX gain; sustainability uncertain.
- Ongoing material weaknesses in internal control and prior-period restatements increase governance risk.
- Foreign currency translation loss of $35 m drove negative other comprehensive income.
- Impairment on idle restaurant leases highlights execution risk on non-core assets.
Insights
TL;DR: Revenue growth and FX windfall drive first profitable quarter; cash flow turns positive, but leverage and deficit remain high.
Top-line momentum is solid鈥攎embership fees now 36% of revenue and rising, supporting a more recurring mix. Combined with tight cost control, SHCO posted a 18.1% operating margin vs. 鈥�4.3% LY. However, c.80% of pretax profit stems from FX gains; core margins excluding this uplift are mid-single digits. The balance sheet shows incremental asset build (PP&E +7%) to fund pipeline, yet net debt/EBITDA is still >6脳 on my estimates. Positive free cash flow is encouraging, and the undrawn revolver provides liquidity headroom. Valuation could re-rate if profitability holds once FX normalises.
TL;DR: Material weaknesses, shareholder deficit and sizable lease liabilities temper the earnings turnaround.
The ERP migration and prior-period restatements highlight ongoing control deficiencies, elevating compliance and execution risk. Lease commitments exceed $2.4 bn undiscounted, limiting financial flexibility should demand weaken. Although management鈥檚 going-concern analysis appears reasonable, the model assumes continued high member retention and access to RCF. Any FX reversal could wipe out thin underlying earnings. Investors should monitor remediation progress, covenant headroom and the pace of new-house openings relative to cash generation.
Soho House & Co (SHCO) ha registrato un netto miglioramento nel secondo trimestre dell'esercizio 2025. Il fatturato totale 猫 aumentato del 9% su base annua, raggiungendo 329,8 milioni di dollari, trainato da un incremento del 16% delle quote associative e da vendite costanti di cibo e bevande interne. La crescita dei costi 猫 stata contenuta, mentre utili da cambio valuta pari a 47,4 milioni di dollari e proventi da interruzione dell'attivit脿 per 22,9 milioni di dollari hanno migliorato i risultati. L'utile operativo 猫 passato da una perdita di 12,9 milioni di dollari a un utile di 59,7 milioni di dollari; l'utile netto 猫 stato di 24,1 milioni di dollari (EPS diluito di 0,13 dollari) rispetto a una perdita di 30,2 milioni. L'utile netto da inizio anno 猫 di 31,6 milioni, rispetto a una perdita di 72,1 milioni dell'anno precedente.
La generazione di cassa 猫 migliorata: 63,8 milioni di dollari di flusso di cassa operativo nel primo semestre (+51% su base annua). La liquidit脿 e gli equivalenti sono rimasti stabili a 150 milioni di dollari, e il gruppo mantiene una linea di credito revolving non utilizzata da 75 milioni di sterline (103 milioni di dollari). L'indebitamento netto resta elevato: 730 milioni di dollari di debito lordo, 138 milioni di mutui immobiliari e 1,40 miliardi di dollari di passivit脿 da leasing operativo. Il deficit patrimoniale degli azionisti si 猫 ampliato a 349 milioni di dollari a causa di perdite da traduzione valutaria di 35 milioni che hanno compensato i profitti.
La direzione conferma la continuit脿 aziendale ma continua a risolvere gravi carenze nei controlli interni e a implementare un nuovo sistema ERP. 脠 stata registrata una svalutazione di 2 milioni di dollari su contratti di locazione di ristoranti inattivi nel Regno Unito. Non 猫 stata fornita una guida, ma la direzione segnala una forte fidelizzazione dei soci e un portafoglio di 11 sedi gi脿 firmate ma ancora da aprire.
Soho House & Co (SHCO) mostr贸 una fuerte recuperaci贸n en el segundo trimestre del a帽o fiscal 2025. Los ingresos totales aumentaron un 9% interanual hasta 329,8 millones de d贸lares, impulsados por un incremento del 16% en las cuotas de membres铆a y ventas estables de alimentos y bebidas internas. El crecimiento de costos se mantuvo controlado, y ganancias por tipo de cambio de 47,4 millones de d贸lares junto con 22,9 millones de d贸lares en indemnizaciones por interrupci贸n del negocio impulsaron los resultados. El ingreso operativo pas贸 a ser un beneficio de 59,7 millones de d贸lares desde una p茅rdida de 12,9 millones; el ingreso neto alcanz贸 24,1 millones de d贸lares (EPS diluido de 0,13 d贸lares) frente a una p茅rdida de 30,2 millones. El ingreso neto acumulado en el a帽o es de 31,6 millones, comparado con una p茅rdida de 72,1 millones el a帽o anterior.
La generaci贸n de efectivo mejor贸: 63,8 millones de d贸lares de flujo de caja operativo en la primera mitad (+51% interanual). El efectivo y equivalentes se mantuvieron estables en 150 millones de d贸lares, y el grupo conserva una l铆nea de cr茅dito revolvente no utilizada de 75 millones de libras (103 millones de d贸lares). El apalancamiento del balance sigue siendo alto: 730 millones de d贸lares de deuda bruta, 138 millones en hipotecas inmobiliarias y 1,40 mil millones de d贸lares en pasivos por arrendamientos operativos. El d茅ficit de los accionistas se ampli贸 a 349 millones debido a p茅rdidas por traducci贸n en moneda extranjera de 35 millones que contrarrestaron las ganancias.
La direcci贸n confirma la continuidad operativa pero contin煤a remediando debilidades materiales en los controles internos y desplegando un nuevo ERP. Se registr贸 una p茅rdida por deterioro de 2 millones en contratos de arrendamiento de restaurantes inactivos en el Reino Unido. No se brind贸 gu铆a, aunque la direcci贸n menciona una fuerte retenci贸n de miembros y una cartera de 11 ubicaciones firmadas a煤n no abiertas.
Soho House & Co (SHCO)電� 2025 須岅硠鞐半弰 2攵勱赴鞐� 旮夑博頃� 氚橃爠鞚� 鞚措（鞐堨姷雼堧嫟. 齑� 毵れ稖鞚� 鞝勲厔 雽�牍� 9% 歃濌皜頃� 3鞏� 2,980毵� 雼煬搿�, 須岇洂牍勱皜 16% 歃濌皜頃橁碃 雮措秬 鞁濎潓耄� 毵れ稖鞚� 鞎堨爼鞝侅溂搿� 鞙犾霅橃棃鞀惦媹雼�. 牍勳毄 歃濌皜臧� 鞏奠牅霅橃棃鞙茧┌, 4,740毵� 雼煬鞚� 頇橃湪 鞚挫澋瓿� 2,290毵� 雼煬鞚� 靷梾 欷戨嫧 氤挫儊旮堨澊 鞁れ爜鞚� 雭岇柎鞓牳鞀惦媹雼�. 鞓侅梾鞚挫澋鞚� 1,290毵� 雼煬 鞝侅瀽鞐愳劀 5,970毵� 雼煬 頋戩瀽搿� 鞝勴櫂霅橃棃瓿�, 靾滌澊鞚奠潃 2,410毵� 雼煬(頋劃 欤茧嫻靾滌澊鞚� 0.13雼煬)搿� 3,020毵� 雼煬 靻愳嫟鞐愳劀 韥矊 臧滌劆霅橃棃鞀惦媹雼�. 鞐办磮攵�韯� 雸勳爜 靾滌澊鞚奠潃 3,160毵� 雼煬搿�, 鞛戨厔 7,210毵� 雼煬 靻愳嫟瓿� 牍勱祼霅╇媹雼�.
順勱笀 彀届稖鞚� 臧滌劆霅橃棃鞀惦媹雼�: 靸侂皹旮� 鞓侅梾 順勱笀 頋愲鞚� 6,380毵� 雼煬搿� 鞝勲厔 雽�牍� 51% 歃濌皜頄堨姷雼堧嫟. 順勱笀 氚� 順勱笀靹� 鞛愳偘鞚� 1鞏� 5,000毵� 雼煬搿� 鞎堨爼鞝侅澊氅�, 攴鸽９鞚� 氙胳偓鞖� 7,500毵� 韺岇毚霌�(1鞏� 300毵� 雼煬) 鞁犾毄 頃滊弰毳� 氤挫湢頃橁碃 鞛堨姷雼堧嫟. 雽�彀寑臁绊憸 霠堧矂毽電� 鞐爠頌� 雴掛姷雼堧嫟: 7鞏� 3,000毵� 雼煬鞚� 齑� 攵�毂�, 1鞏� 3,800毵� 雼煬鞚� 攵�霃欖偘 雼措炒 雽�於�, 攴鸽Μ瓿� 14鞏� 雼煬鞚� 鞖挫毄毽姢 攵�毂�臧� 鞛堨姷雼堧嫟. 頇橃湪 氤�霃� 靻愳嫟 3,500毵� 雼煬臧� 鞚挫澋鞚� 靸侅噭頃橂┌ 欤检＜ 瓴办啇旮堨潃 3鞏� 4,900毵� 雼煬搿� 頇曤寑霅橃棃鞀惦媹雼�.
瓴届榿歆勳潃 瓿勳啀旮办梾 臧�鞝曥潉 頇曥澑頄堨溂雮� 雮措秬 韱奠牅鞚� 欷戨寑頃� 鞎届爯鞚� 臧滌劆頃橁碃 靸� ERP 鞁滌姢韰滌潉 霃勳瀰頃橂姅 鞛戩梾鞚� 歆�靻嶍晿瓿� 鞛堨姷雼堧嫟. 鞓侁淡 雮� 靷毄頃橃 鞎婋姅 霠堨姢韱犽瀾 鞛勲寑彀棎 雽�頃� 200毵� 雼煬鞚� 靻愳儊彀啇鞚� 旮半霅橃棃鞀惦媹雼�. 臧�鞚措崢鞀る姅 鞝滉车頃橃 鞎婌晿鞙茧倶, 瓴届榿歆勳潃 臧曧暅 須岇洂 鞙犾鞙臣 鞎勳 臧滌灔頃橃 鞎婌潃 11臧� 瓿勳暯 觳搓舶 靷澊韸� 韺岇澊頂勲澕鞚胳潉 鞏戈笁頄堨姷雼堧嫟.
Soho House & Co (SHCO) a r茅alis茅 un net redressement au deuxi猫me trimestre de l'exercice 2025. Le chiffre d'affaires total a augment茅 de 9 % en glissement annuel pour atteindre 329,8 millions de dollars, port茅 par une hausse de 16 % des cotisations d'adh茅sion et des ventes stables de restauration interne. La croissance des co没ts a 茅t茅 ma卯tris茅e, et des gains de change de 47,4 millions de dollars ainsi que 22,9 millions de dollars de produits li茅s 脿 une interruption d'activit茅 ont renforc茅 les r茅sultats. Le r茅sultat op茅rationnel est pass茅 d'une perte de 12,9 millions de dollars 脿 un profit de 59,7 millions de dollars ; le r茅sultat net a atteint 24,1 millions de dollars (BPA dilu茅 de 0,13 dollar) contre une perte de 30,2 millions. Le r茅sultat net cumul茅 depuis le d茅but de l'ann茅e est de 31,6 millions, contre une perte de 72,1 millions l'an dernier.
La g茅n茅ration de tr茅sorerie s'est am茅lior茅e : 63,8 millions de dollars de flux de tr茅sorerie op茅rationnel au premier semestre (+51 % en glissement annuel). La tr茅sorerie et 茅quivalents sont rest茅s stables 脿 150 millions de dollars, et le groupe dispose d'une ligne de cr茅dit renouvelable non utilis茅e de 75 millions de livres (103 millions de dollars). L'endettement du bilan reste 茅lev茅 : 730 millions de dollars de dette brute, 138 millions de dollars d'hypoth猫ques immobili猫res et 1,40 milliard de dollars de passifs de location op茅rationnelle. Le d茅ficit des actionnaires s'est creus茅 脿 349 millions de dollars, les pertes de change de 35 millions compensant les b茅n茅fices.
La direction confirme la continuit茅 d'exploitation mais poursuit la correction de faiblesses majeures dans le contr么le interne et le d茅ploiement d'un nouvel ERP. Une d茅pr茅ciation de 2 millions de dollars a 茅t茅 enregistr茅e sur des baux de restaurants inactifs au Royaume-Uni. Aucune orientation n'a 茅t茅 donn茅e, mais la direction mentionne une forte fid茅lisation des membres et un pipeline de 11 sites sign茅s mais pas encore ouverts.
Soho House & Co (SHCO) erzielte im zweiten Quartal des Gesch盲ftsjahres 2025 eine deutliche Wende. Der Gesamtumsatz stieg im Jahresvergleich um 9 % auf 329,8 Mio. USD, angetrieben durch Mitgliedsbeitr盲ge mit +16 % und stabile interne Speisen- und Getr盲nkeeinnahmen. Das Kostenwachstum wurde begrenzt, und Wechselkursgewinne von 47,4 Mio. USD sowie 22,9 Mio. USD aus Betriebsunterbrechungsentsch盲digungen verbesserten die Ergebnisse. Das operative Ergebnis drehte von einem Verlust von 12,9 Mio. USD zu einem Gewinn von 59,7 Mio. USD; der Nettogewinn erreichte 24,1 Mio. USD (verw盲ssertes EPS 0,13 USD) gegen眉ber einem Verlust von 30,2 Mio. USD. Der Nettogewinn seit Jahresbeginn betr盲gt 31,6 Mio. USD im Vergleich zu einem Verlust von 72,1 Mio. USD im Vorjahr.
Die Cashgenerierung verbesserte sich: 63,8 Mio. USD operativer Cashflow im ersten Halbjahr (+51 % im Jahresvergleich). Zahlungsmittel und Zahlungsmittel盲quivalente blieben mit 150 Mio. USD stabil, und die Gruppe verf眉gt 眉ber eine ungenutzte revolvierende Kreditlinie von 75 Mio. Pfund (103 Mio. USD). Die Bilanzverschuldung bleibt hoch: 730 Mio. USD Bruttoverschuldung, 138 Mio. USD Immobilienhypotheken und 1,40 Mrd. USD Leasingverbindlichkeiten. Das Eigenkapitaldefizit der Aktion盲re weitete sich auf 349 Mio. USD aus, da Fremdw盲hrungsverluste von 35 Mio. USD die Gewinne ausglichen.
Das Management best盲tigt die Fortf眉hrung des Unternehmens, arbeitet jedoch weiterhin an der Behebung von wesentlichen Schw盲chen in der internen Kontrolle und f眉hrt ein neues ERP-System ein. Es wurde eine Wertminderung von 2 Mio. USD auf ungenutzte Restaurantmietvertr盲ge im Vereinigten K枚nigreich verbucht. Eine Prognose wurde nicht abgegeben, das Management verweist jedoch auf eine starke Mitgliederbindung und einen Pipeline von 11 unterzeichneten, aber noch nicht er枚ffneten Standorten.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 5, 2025, the registrant had
Table of Contents
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PART I. |
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FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements |
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Unaudited Condensed Consolidated Balance Sheets as of June 29, 2025 and December 29, 2024 |
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Unaudited Condensed Consolidated Statements of Operations for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024 |
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Unaudited Condensed Consolidated Statements of Comprehensive Income / (Loss) for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024 |
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Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit for the 13 weeks and 26 weeks ended June 30, 2024 |
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Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the 13 weeks and 26 weeks ended June 29, 2025 |
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Unaudited Condensed Statements of Cash Flows for the 26 weeks ended June 29, 2025 and June 30, 2024 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
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Controls and Procedures |
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PART II. |
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OTHER INFORMATION |
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Item 1. |
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Legal Proceedings |
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Item 1A. |
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Risk Factors |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
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Defaults Upon Senior Securities |
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Item 4. |
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Mine Safety Disclosures |
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Item 5. |
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Other Information |
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Item 6. |
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Exhibits |
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Signatures |
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, trends, market sizing, competitive position, industry environment, potential growth opportunities and product capabilities, among other things. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “aim,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “strive,” “will,” “would,” or similar expressions and the negatives of those terms.
As used in this report, any reference to ‘Soho House & Co Inc.’, ‘Soho House & Co’, ‘SHCO,’ ‘our company,’ ‘the Company,’ ‘us,’ ‘we’ and ‘our’ refers to Soho House & Co Inc., together with its consolidated subsidiaries.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our 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 those described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report and in the section entitled “Risk Factors” in our Annual Report on Form 10-K as of and for the fiscal year ended December 29, 2024. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
1
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
Soho House & Co Inc.
Condensed Consolidated Balance Sheets
As of June 29, 2025 (Unaudited) and December 29, 2024
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Assets |
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Current assets |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable, net |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease assets |
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Goodwill |
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Total assets |
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Accounts payable |
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Accrued liabilities |
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Current portion of deferred revenue |
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Indirect, employee and corporate income taxes payable |
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Current portion of debt, net of debt issuance costs |
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Current portion of operating lease liabilities - sites trading less than one year |
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Current portion of operating lease liabilities - sites trading more than one year |
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Total current liabilities |
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Debt, net of current portion and debt issuance costs |
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Property mortgage loans, net of debt issuance costs |
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Operating lease liabilities, net of current portion - sites trading less than one year |
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Operating lease liabilities, net of current portion - sites trading more than one year |
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Finance lease liabilities |
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Financing obligation |
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Deferred revenue, net of current portion |
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Total non-current liabilities |
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Total liabilities |
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Commitments and contingencies (Note 13) |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Soho House & Co Inc.
Condensed Consolidated Balance Sheets
As of June 29, 2025 (Unaudited) and December 29, 2024
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(in thousands, except for par value and share data) |
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Shareholders’ deficit |
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Class A common stock, $ |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Treasury stock, at cost; |
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Total shareholders’ deficit attributable to Soho House & Co Inc. |
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Non-controlling interest |
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Total shareholders’ deficit |
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Total liabilities and shareholders’ deficit |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Soho House & Co Inc.
Condensed Consolidated Statements of Operations (Unaudited)
For the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
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For the 13 Weeks Ended |
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For the 26 Weeks Ended |
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(in thousands except for per share data) |
June 29, 2025 |
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Revenues |
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Membership revenues |
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Total revenues |
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In-House operating expenses (exclusive of depreciation and amortization of $ |
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Other operating expenses (exclusive of depreciation and amortization of $ |
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General and administrative expenses (exclusive of depreciation and amortization of $ |
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Pre-opening expenses |
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Depreciation and amortization |
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Share-based compensation |
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Foreign exchange gain (loss), net |
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Loss on impairment of long-lived assets and intangible assets |
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Business interruption proceeds, net |
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Other, net |
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Total operating expenses |
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Operating income (loss) |
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Other (expense) income |
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Interest expense, net |
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Gain (loss) on sale of property and other, net |
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|
|
|
|
||||
Share of income (loss) of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
||||
Total other expense, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income (loss) before income taxes |
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income tax (expense) benefit |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Soho House & Co Inc. |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Net income (loss) per share attributable to Class A and Class B common stock |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Diluted |
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Soho House & Co Inc.
Condensed Consolidated Statements of Comprehensive Income / (Loss) (Unaudited)
For the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
For the 13 Weeks Ended |
|
|
For the 26 Weeks Ended |
|
||||||||||
(in thousands) |
June 29, 2025 |
|
|
June 30, 2024 |
|
|
June 29, 2025 |
|
|
June 30, 2024 |
|
||||
Net income (loss) |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Comprehensive income (loss) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment attributable to non-controlling interest |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Total comprehensive income (loss) attributable to Soho House & Co Inc. |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Soho House & Co Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)
For the 13 weeks and 26 weeks ended June 30, 2024
(in thousands) |
Common Stock |
|
Additional |
|
Accumulated |
|
Accumulated |
|
Treasury Stock |
|
Total Shareholders’ Deficit Attributable to Soho House & Co Inc. |
|
Non-controlling |
|
Total |
|
||||||||
As of December 31, 2023 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|||
As of March 31, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
Distributions to non-controlling interests |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Shares repurchased |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
|
- |
|
|
( |
) |
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
|
As of June 30, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
Soho House & Co Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)
For the 13 weeks and 26 weeks ended June 29, 2025
(in thousands) |
Common Stock |
|
Additional |
|
Accumulated |
|
Accumulated |
|
Treasury Stock |
|
Total Shareholders’ Deficit Attributable to Soho House & Co Inc. |
|
Non-controlling |
|
Total |
|
||||||||
As of December 29, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
- |
|
|
- |
|
|
|
|
- |
|
|
- |
|
|
|
|
( |
) |
|
|
|||
Distributions to non-controlling interest |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
|
As of March 30, 2025 |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Net income (loss) |
|
- |
|
|
- |
|
|
|
|
- |
|
|
- |
|
|
|
|
( |
) |
|
|
|||
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
||||
Net change in cumulative translation adjustment |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
|
As of June 29, 2025 |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Soho House & Co Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the 26 weeks ended June 29, 2025 and June 30, 2024
|
For the 26 Weeks Ended |
|
|||||
(in thousands) |
June 29, 2025 |
|
|
June 30, 2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
||
Net income (loss) |
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Non-cash share-based compensation (Note 11) |
|
|
|
|
|
||
Deferred tax expense (benefit) |
|
( |
) |
|
|
( |
) |
(Gain) loss on sale of property and other, net |
|
( |
) |
|
|
( |
) |
Loss on impairment of long-lived assets and intangible assets |
|
|
|
|
|
||
Share of (income) loss of equity method investments |
|
( |
) |
|
|
( |
) |
Amortization of debt issuance costs |
|
|
|
|
|
||
PIK interest |
|
|
|
|
|
||
Distributions from equity method investees |
|
|
|
|
|
||
Foreign exchange (gain) loss, net |
|
( |
) |
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
||
Inventories |
|
|
|
|
( |
) |
|
Operating leases, net |
|
( |
) |
|
|
|
|
Other operating assets |
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
||
Accounts payable and accrued and other liabilities |
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
||
Purchase of property and equipment |
|
( |
) |
|
|
( |
) |
Purchase of intangible assets |
|
( |
) |
|
|
( |
) |
Investments in equity method investees |
|
( |
) |
|
|
|
|
Property and casualty insurance proceeds received |
|
|
|
|
|
||
Repayment of capital investment from equity method investee |
|
|
|
|
|
||
Net cash used in investing activities |
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
||
Repayment of borrowings (Note 9) |
|
( |
) |
|
|
( |
) |
Proceeds from borrowings (Note 9) |
|
|
|
|
|
||
Principal payments on finance leases |
|
( |
) |
|
|
( |
) |
Distributions to non-controlling interest |
|
( |
) |
|
|
( |
) |
Purchase of treasury stock (Note 12) |
|
|
|
|
( |
) |
|
Net cash (used in) provided by financing activities |
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash |
|
|
|
|
( |
) |
|
Net (decrease) increase in cash and cash equivalents, and restricted cash |
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash |
|
|
|
|
|
||
Beginning of period |
|
|
|
|
|
||
End of period |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
Soho House & Co Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the 26 weeks ended June 29, 2025 and June 30, 2024
|
For the 26 Weeks Ended |
|
|||||
(in thousands) |
June 29, 2025 |
|
|
June 30, 2024 |
|
||
Cash, cash equivalents and restricted cash are comprised of: |
|
|
|
|
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Restricted cash |
$ |
|
|
$ |
|
||
Cash, cash equivalents and restricted cash as of June 29, 2025 and June 30, 2024 |
$ |
|
|
$ |
|
||
Supplemental disclosures: |
|
|
|
|
|
||
Cash paid for interest, net of capitalized interest |
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
|
|
|
|
||
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
||
Operating lease assets obtained in exchange for new operating lease liabilities |
|
|
|
|
|
||
Acquisitions of property and equipment under finance leases |
|
|
|
|
|
||
Prepaid capital expenditures |
|
|
|
|
|
||
Accrued capital expenditures |
|
|
|
|
|
||
Equity investment obtained in exchange for accounts receivable balance |
|
|
|
|
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Soho House & Co Inc. is a global membership platform of physical and digital spaces that connects a vibrant, diverse group of members from across the world. Our members engage with us through our global portfolio of 46 Soho Houses, 8 Soho Works Clubs, The Ned hotel sites, The LINE and Saguaro hotels, Scorpios Beach Clubs, Soho Home and our digital channels.
The consolidated entity presented is referred to herein as “SHCO”, “we”, “us”, “our”, or the “Company”, as the context requires and unless otherwise noted.
Basis of Presentation
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting interim information on Form 10-Q. The preparation of the financial statements in conformity with US GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. The Company's significant estimates relate to the valuation of financial instruments, equity method investments, the measurement of goodwill and intangible assets, contingent liabilities, income taxes, leases, and long-lived assets. Although the estimates have been prepared using management's best judgment and management believes that the estimates used are reasonable, actual results could differ from those estimates and such differences could be material.
We operate on a fiscal year calendar consisting of a 52-or 53-week period ending on the last Sunday in December or the first Sunday in January of the next calendar year. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by US GAAP. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto, included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended December 29, 2024.
Management believes that the accompanying unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of the interim information included herein. The results of operations for the 13-week periods ended June 29, 2025 and June 30, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Revision of Prior Period Financial Statements in Fiscal 2024
As previously disclosed in Note 2 to our consolidated financial statements included in the Company's Annual Report on Form 10-K, 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.
During the third quarter of Fiscal 2024, through the performance of these activities, management identified misstatements, as well as confirmed the financial statement impacts of previously identified uncorrected immaterial misstatements, in its previously issued consolidated financial statements as of and for the 52-week period ended December 31, 2023 (“Fiscal 2023”) and January 1, 2023 (“Fiscal 2022”); the unaudited condensed consolidated financial statements as of and for the 13-week periods ended March 31, 2024 (“Q1 2024”) and April 2, 2023 (“Q1 2023”); the unaudited condensed consolidated financial statements as of and for the 13-week and 26-week periods ended June 30, 2024 (“Q2 2024”) and July 2, 2023 (“Q2 2023”); and the unaudited condensed consolidated financial statements as of and for the 13-week and 39-week periods ended October 1, 2023 (“Q3 2023”). The Company believes the misstatements identified through the performance of the activities above is related to manual processes and the existing material weaknesses in our control over financial reporting as described within this Annual Report on Form 10-K for the fiscal year ended December 29, 2024.
The Company assessed the materiality of the errors, both individually and in aggregate, including as out of period corrections in the third quarter of fiscal 2024 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. While correction of these adjustments as out of period corrections would be material in aggregate to the third quarter of Fiscal 2024, the Company determined the impacts of these misstatements were not material to the financial statements for all prior periods identified and has accordingly revised the comparative amounts presented.
Such historical adjustments described above were corrected and prior periods revised in our Annual Report on Form 10-K. Refer to Note 20, Revision of Prior Period Financial Statements, for additional information on the misstatements identified and quantification of the impact of
10
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
correcting the misstatements. These prior period adjustments identified therein have been reflected in the comparative periods in these unaudited condensed consolidated financial statements.
Going Concern
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation for at least a period of 12 months after the date these financial statements are issued, and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
We have experienced net losses and significant cash outflows over the past years as we develop our Houses. During the 13 weeks and 26 weeks ended June 29, 2025, the Company reported a consolidated net income of $
In assessing the going concern basis of preparation of the unaudited condensed consolidated financial statements for the 13 weeks and 26 weeks ended June 29, 2025, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, the timing of debt commitments within 12 months of the approval of these financial statements, and the continued availability of committed and accessible working capital to the Company.
We have considered current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, and the Company has factored these in when it undertook an assessment of the cash flow forecasts covering a period of at least
We believe that the completed working capital events, our projected cash flows and the actions available to management to further control expenditure (particularly in respect of timing of capital works and labor costs), as necessary, provide the Company with sufficient working capital (including cash and cash equivalents) to mitigate the impact of inflationary pressures and consumer confidences subject to the following key factors:
Furthermore, the Company has access to an undrawn revolving credit facility of £
This, together with the Company's wider sufficient financial resources, an established business model, access to capital and the measures that have been put in place to control costs, mean that we believe that the Company is able to continue in operational existence, meet its liabilities as they fall due, operate within its existing facilities and meet all of its covenant requirements for a period of at least
Based on the above, the consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, we continue to adopt the going concern basis in preparing the unaudited condensed consolidated financial statements for the 13 weeks and 26 weeks ended June 29, 2025.
Comprehensive Income / (Loss)
The entire balance of accumulated other comprehensive income / loss, net of income taxes, is related to the cumulative translation adjustment in each of the periods presented. The changes in the balance of accumulated other comprehensive income / loss, net of income tax, are attributable solely to the net change in the cumulative translation adjustment in each of the periods presented.
Impairment of Other Long-Lived Assets
The primary assumptions, which require significant levels of judgment, that affect the undiscounted cash flows determination are management's estimate of future revenues, operating margins, economic conditions and changes in the operating environment. The forecasts used in the impairment assessments was developed by management based on projected revenues derived largely from forecasted member attendance. Management also makes estimates of the expected costs and the expected operating lease costs. Changes in these assumptions could have a significant impact on the recoverability of the assets and may result in additional impairment charges.
Changes in the membership, operating margins and economic growth and the contracted operating rental costs beyond what has already been assumed in the assessments could cause management to revise the forecast and assumptions. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the assets.
The Company recognized $
11
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
primary reason for the asset impairment. As a result of this analysis, a $
The Company recognized $
Business Interruption and Other Insurance Claims
The Company maintains insurance policies to cover business interruption and property damage with terms that it believes to be adequate and appropriate. When the Company receives proceeds from an insurance claim in connection with property damage, which reimburses the replacement cost for repair or replacement of damaged assets, the proceeds are recognized as a reduction against the value of the assets written off. Business interruption proceeds which reimburse the time-element of actual costs and lost profits following damage to property are recognized as non-operating income (Other, net) or operating income to the extent attributable to a specific site. Business interruption proceeds related to the cost to expedite repairs, retention pay to workers temporarily displaced, and additional expenses to stay in business following damage to property are recognized as a reduction of the related expense line item. If there are any outstanding receivables in respect of insurance recoveries, they are recognized only when the Company deems collection to be virtually certain.
Future Accounting Standards
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 will align the disclosure and presentation requirements in the FASB Accounting Standards Codification with the SEC’s regulations. The amendments in ASU 2023-06 will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses its emerging growth company status. Early adoption is permitted. ASU 2023-09 should be applied prospectively; however, retrospective application is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope application for profits interest and similar awards ("ASU 2024-01"). This update adds an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether profits interest and similar awards ("profits interest awards") should be accounted for in accordance with Topic 718. ASU 2024-01 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses its emerging growth company status. Early adoption is permitted. ASU 2024-01 should be applied retrospectively to all prior periods presented in the financial statements or prospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. ASU 2024-02 can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures as amended by ASU No 2025-01, issued in January 2025 that clarified the effective date ("ASU 2024-03"). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("ASU 2025-03"). This update revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. ASU 2025-03 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers: Clarifications to Share-Based Consideration Payable to a Customer ("ASU 2025-04"). This update revises the Master Glossary definition of the term performance condition for share-based consideration payable to a customer. ASU 2025-04 is effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
12
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”):
Ned-Soho House, LLP
The Ned-Soho House, LLP joint venture maintains a management agreement to operate The Ned hotel in London, which is owned by unconsolidated related parties to the Company (refer to Note 16, Related Party Transactions for further information). Management fees are recognized in other revenues in the consolidated statements of operations. The Company has a greater economic interest in Ned-Soho House, LLP as compared to its related party venture partner and therefore the Company is determined to be the primary beneficiary.
Soho Works Limited
|
As of |
|
|||||
(in thousands) |
June 29, 2025 |
|
|
December 29, 2024 |
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
||
Inventories |
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
||
Operating lease assets |
|
|
|
|
|
||
Other intangible assets, net |
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
||
Total assets |
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
||
Accrued liabilities |
|
|
|
|
|
||
Indirect and employee taxes payable |
|
|
|
|
|
||
Current portion of debt, net of debt issuance costs |
|
|
|
|
|
||
Current portion of operating lease liabilities - sites trading more than one year |
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
||
Operating lease liabilities, net of current portion - sites trading more than one year |
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
||
Net assets (liabilities) |
$ |
( |
) |
|
$ |
( |
) |
The Company maintains a portfolio of equity method investments owned through non-controlling interests in investments with one or more partners. There have been
Under applicable guidance for VIEs, the Company determined that its investments in the following entities are VIEs:
Toronto Joint Venture
On March 28, 2012, the Company and two unrelated investors (“Toronto Partners”) formed Soho House Toronto to own and operate a House in Toronto, Canada. The Company is responsible for managing the development and operations of the property with key operating decisions requiring joint approval with the Toronto Partners.
56-60 Redchurch Street, London Joint Venture
On July 6, 2015, the Company and a related party investor (“Raycliff Partner”) formed Raycliff Red LLP (“Club Row Rooms”) to develop and operate a hotel at 58-60 Redchurch Street intended to provide additional members’ accommodation to the nearby Shoreditch House in London. This was later extended to include 56 Redchurch Street under the same terms. The Company is responsible for managing the operations of the property and the Raycliff Partner is responsible for managing the building.
13
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The Company concluded that it is not the primary beneficiary of the Soho House Toronto or 56-60 Redchurch Street, London VIEs in any of the periods presented, as its joint venture partners have the power to participate in making decisions related to the majority of significant activities of each investee. Accordingly, the Company concluded that application of the equity method of accounting is appropriate for these investees.
LINE LA Hotel Joint Venture
During the 13 weeks ended June 29, 2025, the Company acquired a new equity method investment reflecting an ownership interest in the LINE LA Hotel, a property that it had previously managed pursuant to a hotel management agreement (“HMA”).
On June 4, 2025, SAGL HoldCo LLC, a wholly owned subsidiary of the Company, entered into an operating agreement for Wilshire LA Hotel JV LLC with CREP LA Hotel Holdings LLC ("Corten") ("the LINE LA Hotel Joint Venture"). In exchange for their respective ownership interests in the LINE LA Hotel Joint Venture, Corten contributed
The Company has identified the party or parties that make decisions that most significantly impact the economic performance of the LINE LA Hotel Joint Venture and has concluded that the Company is not the primary beneficiary. The Company has the ability to exercise significant influence over the operating and financial policies of the LINE LA Hotel Joint Venture, however does not constitute power, and has applied the equity method of accounting for SAGL HoldCo LLC's ownership interest. The Company's investment in the LINE LA Hotel Joint Venture is included in the following line-items on the consolidated balance sheet: $
Refer to Note 13, Commitments and Contingencies for further information on the guarantees signed in connection with this transaction.
Summarized Financial Information
The following table presents summarized financial information for all of the Company's unconsolidated equity method investees. The Company’s maximum exposure to losses related to its equity method investments is limited to its ownership interests.
|
For the 13 Weeks Ended |
|
|
For the 26 Weeks Ended |
|
||||||||||
(in thousands) |
June 29, 2025 |
|
|
June 30, 2024 |
|
|
June 29, 2025 |
|
|
June 30, 2024 |
|
||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)(1) |
|
|
|
|
|
|
|
|
|
|
|
||||
The Company has entered into various lease agreements for its Houses, hotels, restaurants, spas and other properties across The Americas, Europe, and Asia, which includes
In the 26 weeks ended June 29, 2025, the Company identified a triggering impairment event in their legacy Chicken Shop Soho Restaurant sites in the UK and performed an impairment analysis on these sites. The Company has been working on re-assigning or terminating these leases as the sites are no longer operational. However, the Company has been unable to do so to-date, which is the primary reason for the asset impairment. As a result of this analysis, a $
14
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The maturity of the Company’s operating and finance lease liabilities as of June 29, 2025 is as follows:
(in thousands) |
Operating |
|
|
Finance |
|
||
Undiscounted lease payments |
|
|
|
|
|
||
Remainder of 2025 |
$ |
|
|
$ |
|
||
2026 |
|
|
|
|
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
2029 |
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
||
Total undiscounted lease payments |
|
|
|
|
|
||
Present value adjustment |
|
( |
) |
|
|
( |
) |
Total net lease liabilities |
$ |
|
|
$ |
|
||
Certain lease agreements include variable lease payments that, in the future, will vary based on changes in the local inflation rates, market rate rents, or business revenues of the leased premises.
Gross straight-line rent expense recognized as part of In-House operating expenses for operating leases was $
For the 13 weeks ended June 29, 2025 and June 30, 2024, the Company recognized amortization expense related to the right-of-use asset for finance leases of $
New Houses typically have a maturity profile that commences sometime after the lease commencement date used in the determination of the lease accounting in accordance with Topic 842. The unaudited condensed consolidated balance sheets set out the operating lease liabilities split between sites trading less than one year and sites trading more than one year. “Sites trading less than one year” and “sites trading more than one year” reference sites that have been open (as measured from the date the site first accepted a paying guest) for a period less than one year from the balance sheet date and those that have been open for a period longer than one year from the balance sheet date.
The Company currently leases four properties from related parties as described in Note 16, Related Party Transactions. The four properties have a combined right-of-use asset of $
The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases:
|
For the 26 Weeks Ended |
|
|||||
(in thousands) |
June 29, 2025 |
|
|
June 30, 2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
||
Operating cash flows from operating leases |
$ |
( |
) |
|
$ |
( |
) |
Interest payments for finance leases |
$ |
( |
) |
|
$ |
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
||
Principal payments for finance leases |
$ |
( |
) |
|
$ |
( |
) |
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
||
Operating lease assets obtained in exchange for new operating lease liabilities |
$ |
|
|
$ |
|
||
Acquisitions of property and equipment under finance leases |
$ |
|
|
$ |
|
||
15
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The following summarizes additional information related to operating and finance leases:
|
As of |
|
|||||
|
June 29, 2025 |
|
|
June 30, 2024 |
|
||
Weighted-average remaining lease term |
|
|
|
|
|
||
Finance leases |
|
|
|
||||
Operating leases |
|
|
|
||||
Weighted-average discount rate |
|
|
|
|
|
||
Finance leases |
|
% |
|
|
% |
||
Operating leases |
|
% |
|
|
% |
||
As of June 29, 2025, the Company has entered into 11 operating lease agreements that are signed but have not commenced. Of these, 8 relate to Houses, hotels, restaurants, and other properties that are in various stages of construction by the landlord and for 3 of these, construction has not commenced. Refer to Note 16, Related Party Transactions for further information on the lease agreements, both active and not commenced, with related parties.
The Company will determine the classification as of the lease commencement date, but currently expects these under construction leases to be operating leases. Soho House Design (“SHD”) is involved to varying degrees in the design of these leased properties under construction. For certain of these leases, the SHD team is acting as the construction manager on behalf of the landlord. The Company does not control the underlying assets under construction. Pending significant completion of all landlord improvements and final execution of the related lease, the Company expects these leases to commence in fiscal years ending 2025, 2026, 2027 and 2028. The Company estimates the total undiscounted lease payments for the leases commencing in fiscal years ended 2025, 2026, 2027 and 2028 will be $
The following summarizes the Company’s estimated future undiscounted lease payments, net of lease incentives, for current leases signed but not commenced, including properties where the SHD team is acting as the construction manager as of June 29, 2025:
(in thousands) |
Operating |
|
|
Fiscal year ended |
Construction |
|
|
Estimated total undiscounted lease payments, net of lease incentives |
|
|
|
Remainder of 2025 |
$ |
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
Thereafter |
|
|
|
Total undiscounted lease payments for leases signed but not commenced, net of lease incentives |
$ |
|
|
Disaggregated revenue disclosures for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024 are included in Note 15, Segments. Revenue from membership fees, legacy one-time registration fees, House Introduction Credits, design & build-out contracts and exclusivity & incentive fee contracts are the primary arrangements for which revenue is recognized over time.
The following table includes estimated revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) at the end of the reporting period ending June 29, 2025:
(in thousands) |
Next twelve |
|
|
Future periods |
|
||
Revenue recognized over time |
$ |
|
|
$ |
|
||
Total future revenues |
$ |
|
|
$ |
|
||
All consideration from contracts with customers is included in the amounts presented above.
16
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers:
|
As of |
|
|||||
(in thousands) |
June 29, 2025 |
|
|
December 29, 2024 |
|
||
Contract receivables |
$ |
|
|
$ |
|
||
Contract assets |
$ |
|
|
$ |
|
||
Contract liabilities |
$ |
|
|
$ |
|
||
Contract receivables consist solely of Accounts receivable, which is comprised of amounts due from customers and partners including amounts owed from sites operated under management contracts, amounts billed under design & build-out contracts and amounts due from retail wholesale partners.
Contract assets consist of accrued unbilled income related to design & build-out contracts and are recognized in prepaid expenses and other assets on the unaudited condensed consolidated balance sheets.
Contract liabilities include deferred membership revenue, hotel deposits and gift vouchers (which are presented in accrued liabilities on the unaudited condensed consolidated balance sheets). Revenue recognized that was included in the contract liabilities balance as of the beginning of the period was $
Inventories consist of raw materials, service stock and supplies (primarily food and beverage) and finished goods (primarily for sale in our Retail business) which are externally sourced. Raw materials and service stock and supplies totaled $
The Company recognized accrued revenue relating to transactions with related parties amounting to $
The table below presents the components of prepaid expenses and other current assets.
|
As of |
|
|||||
|
|
|
|
|
|
||
(in thousands) |
June 29, 2025 |
|
|
December 29, 2024 |
|
||
Amounts owed by equity method investees |
$ |
|
|
$ |
|
||
Prepayments and accrued income |
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
||
Inventory supplier advances |
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
||
Total prepaid expenses and other current assets |
$ |
|
|
$ |
|
||
The table below presents the components of accrued liabilities.
|
As of |
|
||||
(in thousands) |
June 29, 2025 |
|
December 29, 2024 |
|
||
Accrued interest |
$ |
|
$ |
|
||
Hotel deposits |
|
|
|
|
||
Trade and other accruals |
|
|
|
|
||
Total accrued liabilities |
$ |
|
$ |
|
||
17
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Debt balances, net of debt issuance costs, are as follows:
|
As of |
|
|||||
(in thousands) |
June 29, 2025 |
|
|
December 29, 2024 |
|
||
Senior Secured Notes, interest at |
$ |
|
|
$ |
|
||
Soho Works Limited loans, unsecured, |
|
|
|
|
|
||
Other loans (see additional description below) |
|
|
|
|
|
||
|
|
|
|
|
|
||
Less: Current portion of long-term debt |
|
( |
) |
|
|
( |
) |
Total long-term debt, net of current portion |
$ |
|
|
$ |
|
||
Property mortgage loans, net of debt issuance costs, are as follows:
|
As of |
|
|||||
(in thousands) |
June 29, 2025 |
|
|
December 29, 2024 |
|
||
Term Loan, interest at |
$ |
|
|
$ |
|
||
Total property mortgage loans |
$ |
|
|
$ |
|
||
The weighted-average interest rate on fixed rate borrowings was
The descriptions below show the financial instrument amounts in the currency of denomination with USD equivalent in parentheses, where applicable, translated using the exchange rates in effect at the time of the respective transaction.
Debt: Senior Secured Notes
On March 31, 2021, Soho House Bond Limited issued senior secured notes pursuant to a Notes Purchase Agreement, which were subscribed to by certain funds managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in aggregate amounts equal to $
Debt: Soho Works Limited Loans
In 2017, Soho Works Limited entered into a term loan facility agreement. The SWL loan bears interest at
18
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Debt: Other Loans
The other loans consist of the following:
|
Currency |
|
Maturity date |
|
Principal |
|
|
Applicable |
|
||
Dean Street Loan |
Great Britain pound sterling |
|
March 2040 |
|
$ |
|
|
|
% |
||
Copenhagen loan |
Danish krone |
|
November 2033 |
|
|
|
|
|
% |
||
Copenhagen loan |
Danish krone |
|
November 2038 |
|
|
|
|
|
% |
||
Greek Street loan |
Great Britain pound sterling |
|
January 2028 |
|
|
|
|
|
% |
||
Greek government loan |
Euro |
|
July 2025 |
|
|
|
|
|
% |
||
On February 4, 2025, the Company repaid the outstanding balance of $
Property Mortgage Loans: Term Loan
In March 2014, the Company completed a freehold property acquisition of the Soho Beach House Miami Property. In May 2023, the Company refinanced its existing term loan of $
The Company incurred interest expense of $
Revolving Credit Facility
Future Principal Payments
The following table presents future principal payments for the Company’s debt and property mortgage loans that are described in the preceding paragraphs as of June 29, 2025:
(in thousands) |
|
|
|
Remainder of 2025 |
$ |
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
Thereafter |
|
|
|
|
$ |
|
|
Recurring and Non-recurring Fair Value Measurements
There were
19
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Fair Value of Financial Instruments
The Company believes the carrying values of its financial instruments related to current assets and liabilities approximate fair value due to short-term maturities.
The Company has estimated the fair value of the Senior Secured Notes and the property mortgage loans as of June 29, 2025 and December 29, 2024 using a discounted cash flow analysis. The fair value of the other non-current debt is estimated as of June 29, 2025 and December 29, 2024 using a discounted cash flow analysis, except for the Dean Street Loan and the Copenhagen Loan where fair value is estimated to be equal to the current carrying value of each instrument as of June 29, 2025 based on a comparison of each instrument's contractual terms to current market terms. The Company does not believe that the use of different market inputs would have resulted in a materially different fair value of debt as of June 29, 2025 and December 29, 2024.
The following table presents the estimated fair values (all of which are Level 3 fair value measurements) of the Company’s debt instruments with maturity dates in 2025 and thereafter:
(in thousands) |
Carrying Value |
|
|
Fair Value |
|
||
June 29, 2025 |
|
|
|
|
|
||
Senior Secured Notes |
$ |
|
|
$ |
|
||
Term Loan |
|
|
|
|
|
||
Other loans |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
(in thousands) |
Carrying Value |
|
|
Fair Value |
|
||
December 29, 2024 |
|
|
|
|
|
||
Senior Secured Notes |
$ |
|
|
$ |
|
||
Term Loan |
|
|
|
|
|
||
Other loans |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
The carrying values of the Company’s other non-current liabilities and non-current assets approximate their fair values.
Equity and incentive plans
The Company operates two equity and incentive plans for the benefit of its employees and directors. In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which SHHL Share Appreciation Rights (“SARs”) and SHHL Growth Shares were issued to certain employees.
In July 2021, the Company established its 2021 Equity and Incentive Plan (the “2021 Plan”). The 2021 Plan allows for grants of non-qualified stock options, SARs, Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs"). The PSUs generally vest (i) upon the completion of a minimum service period and (ii) the Company's achievement of certain performance goals established at grant. There were
20
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Awards outstanding under the plan
As of June 29, 2025 and December 29, 2024, there were
Share-based compensation during the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024 was recorded in the consolidated statements of operations within a separate line item as shown in the following table:
|
|
For the 13 Weeks Ended |
|
|
For the 26 Weeks Ended |
|
||||||||||
(in thousands) |
|
June 29, 2025 |
|
|
June 30, 2024 |
|
|
June 29, 2025 |
|
|
June 30, 2024 |
|
||||
SARs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employer-related payroll expense(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total share-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tax benefit for share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation expense, net of tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The weighted-average assumptions used in valuing SARs granted or modified during each period are set forth in the following table:
|
For the 26 Weeks Ended June 29, 2025 |
|
For the Fiscal Year Ended December 29, 2024 |
||||
Expected average life(1) |
N/A |
|
|
|
|
||
Expected volatility(2) |
N/A |
|
|
|
|
% |
|
Risk-free interest rate(3) |
N/A |
|
|
|
% |
||
Expected dividend yield(4) |
N/A |
|
|
|
% |
||
As of June 29, 2025, total compensation expense not yet recognized is as follows:
Holders of Class A common stock and Class B common stock are entitled to receive dividends out of legally available funds on a pari passu basis. Holders of Class A common stock are entitled to
21
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The tables below present changes in each class of the Company’s common stock, as applicable:
|
SHCO Common Stock |
|
|||||
|
Class A Common Stock |
|
|
Class B Common Stock |
|
||
As of December 31, 2023 |
|
|
|
|
|
||
Shares issued related to share-based compensation |
|
|
|
|
|
||
As of March 31, 2024 |
|
|
|
|
|
||
Shares issued related to share-based compensation |
|
|
|
|
|
||
Shares repurchased |
|
( |
) |
|
|
|
|
As of June 30, 2024 |
|
|
|
|
|
||
|
SHCO Common Stock |
|
|||||
|
Class A Common Stock |
|
|
Class B Common Stock |
|
||
As of December 29, 2024 |
|
|
|
|
|
||
Shares issued related to share-based compensation |
|
|
|
|
|
||
As of March 30, 2025 |
|
|
|
|
|
||
Shares issued related to share-based compensation |
|
|
|
|
|
||
As of June 29, 2025 |
|
|
|
|
|
||
Share Repurchases
On February 9, 2024, the Company’s board and a relevant sub-committee authorized and approved a new stock repurchase program for up to $
Under the stock repurchase program, the Company was authorized to repurchase from time-to-time shares of its outstanding Class A common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases depended on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase program could have been suspended, modified or discontinued at any time, in accordance with relevant and applicable regulatory requirements, and the Company has had no obligation to repurchase any amount of its common stock under the program. The Company intended to make all repurchases in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Under the program, the repurchased shares were returned to the status of authorized, but unissued shares of common stock held in treasury at average cost.
There were
Earnings Per Share
The Company computes earnings per share using the two-class method. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted profit per share attributable to common stockholders are therefore the same for Class A and Class B common stock.
The following table shows the reconciliation of the numerators and denominators used to compute earnings per share of Class A and Class B Common Stock:
|
For the 13 Weeks Ended |
|
|
For the 26 Weeks Ended |
|
||||||||||
(in thousands except for per share data) |
June 29, 2025 |
|
|
June 30, 2024 |
|
|
June 29, 2025 |
|
|
June 30, 2024 |
|
||||
Numerator (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
|
||||
Profit (loss) attributable to Soho House & Co Inc |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominators (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average Class A and Class B shares - basic |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSU share based compensation awards |
|
|
|
- |
|
|
|
|
|
- |
|
||||
SAR share based compensation awards |
|
|
|
- |
|
|
|
|
|
- |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average Class A and Class B shares - diluted |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share |
$ |
|
|
( |
|
|
$ |
|
|
( |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share |
$ |
|
|
( |
|
|
$ |
|
|
( |
|
||||
Litigation Matters
The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company’s management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or collectively, will have a material adverse effect on the Company’s unaudited condensed consolidated financial statements.
22
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Business Interruption and Property Insurance
The Company maintains insurance policies to cover business interruption with terms that management believes to be adequate and appropriate. These policies may be subject to applicable deductible or retention amounts, coverage limitations and exclusions and may not be sufficient to cover all of the losses incurred.
In the fourth quarter of fiscal 2024, one of our UK properties suffered damages due to flooding which caused significant damage to certain structures and facilities within the site. The Company is still evaluating the complete scope of property damage and business interruption loss. As of December 29, 2024, the Company reported an estimate of the book value of the property and equipment written off and remediation costs of $
As a result of the flood damage, the Company recorded business interruption insurance proceeds totaling less than $
During the 26 weeks ended June 29, 2025, the Company’s Los Angeles properties were impacted by the wildfires. The Company has filed a business interruption insurance claim of $
COVID-19 Business Interruption Insurance Proceeds
On February 19, 2025, the Company received $
Lease Commitments
See Note 5 - Leases for information on estimated future undiscounted lease payments for current leases signed but not commenced as of June 29, 2025.
ERP Program Commitments
The Company has entered into contracts with third parties relating to its previously-announced ERP implementation program. As of June 29, 2025 the Company has remaining contractual commitments of £
As of June 29, 2025, the Company capitalized $
LINE LA Hotel Joint Venture Guarantees and Capital Contributions
During the 13 weeks ended June 29, 2025, the Company acquired a new equity method investment reflecting an ownership interest in the LINE LA Hotel. Refer to Note 4, Equity Method Investments for further information on this acquisition.
On June 4, 2025, CREP LA Hotel LLC, a wholly owned subsidiary of the LINE LA Hotel Joint Venture ("CREP LA"), entered into a loan agreement (“LINE LA Loan Agreement”) with a third party lender for $
23
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Pursuant to the operating agreement for the LINE LA Hotel Joint Venture, SAGL HoldCo LLC is contractually obligated to provide additional capital contributions to the extent the LINE LA Hotel Joint Venture experiences liquidity shortfalls. These capital contributions are capped at $
The effective tax rate for the 13 weeks ended June 29, 2025 was
Valuation allowances have been recorded against the incremental deferred tax assets recognized for tax losses, share-based compensation, and excess interest primarily in the U.K., U.S. and Hong Kong. The Company continues to evaluate all positive and negative evidence to assess the realizability of its net deferred tax assets and it is reasonably possible that there may be a change in the valuation allowance within the next twelve months.
The gross unrecognized tax benefits have increased by $
The Company has carried out an assessment of the impact of the BEPS Pillar Two Minimum Tax legislation and has concluded that these new rules will not have a material impact on the Company's effective tax rate or tax payments for this period. The Company will undertake this assessment for subsequent reporting periods to monitor its compliance with the Global Anti-Base Erosion (GloBE) rules for fiscal 2025.
The Company’s core operations comprise of Houses, hotels and restaurants across a number of territories, which are managed on a geographical basis. There is a segment managing director for each of the UK, The Americas, Europe and Rest of the World (“RoW”) who is responsible for Houses, hotels and restaurants in that region. Each operating segment manager reports directly to the Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer combined. In addition to Houses, hotels and restaurants, the Company offers other products and services, such as retail, home & beauty products and services, which comprise its Retail operating segment; access to Soho Works collaboration spaces across the UK and North America, which comprise its Soho Works operating segment; and memberships for people who live in cities where physical Houses do not exist, which comprise its Cities Without Houses operating segment. The Retail, Soho Works, and Cities Without Houses operating segments also have segment managers which report directly to the CODM and are managed separately from the Houses, hotels and restaurants in each region.
The Company has identified the following three reportable segments:
The Company analyzed the results of the Retail, Soho Works, Soho Restaurants, and Cities Without Houses operating segments and concluded that they did not warrant separate presentation as reportable segments as they do not provide additional useful information to the readers of the financial statements. Therefore, these segments are included as part of an “All Other” category. The historical North America reportable segment has been renamed to The Americas; however, there is no change to the manner in which the segment was previously presented.
Intercompany revenues and costs among the reportable segments are not material and are accounted for as if the sales were to third parties because these items are based on negotiated fees between the segments involved. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals. Segment revenue includes revenue of certain equity method investments, which are considered stand-alone operating segments, which are therefore not included in revenues as part of these unaudited condensed consolidated financial statements. Eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs and professional fees. Income tax expense is managed by Corporate on a consolidated basis and is not allocated to the reportable segments.
The Company manages and assesses the performance of the reportable segments by Reportable segments EBITDA, which is defined as net income (loss) before depreciation and amortization, interest expense, net, provision (benefit) for income taxes, adjusted to take account of the impact of certain non-cash and other items that the Company does not consider in its evaluation of ongoing operating performance. These other items include, but are not limited to, loss (gain) on sale of property and other, net, share of loss (profit) of equity method investments, foreign exchange, pre-opening expenses, non-cash rent, deferred registration fees, net, share of equity method investments EBITDA, share-based compensation expense, and certain other expenses.
The following tables present disaggregated revenue for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024 and the key financial metrics reviewed by the CODM for the Company’s reportable segments:
24
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The following tables present the reconciliation of reportable segment EBITDA to total consolidated net income:
|
For the 13 Weeks Ended June 29, 2025 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In House Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total segment operating expenses |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other segment items |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Other expenses, net (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
(1)
25
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
For 13 Weeks Ended June 30, 2024 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In House Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total segment operating expenses |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other segment items |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gain on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Loss on impairment of long-lived assets and intangible assets (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Other expenses, net (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
(1)
(2)
26
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
For the 26 Weeks Ended June 29, 2025 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In House Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total segment operating expenses |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other segment items |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Gain (loss) on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Loss on impairment of long-lived assets and intangible assets (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Business interruption proceeds, net (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other expenses, net (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
(1)
(2)
(3)
27
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
For 26 Weeks Ended June 30, 2024 |
|
|||||||||||||||||||||
(in thousands) |
The Americas |
|
|
UK |
|
|
Europe & |
|
|
Reportable |
|
|
All |
|
|
Total |
|
||||||
Membership revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-House revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Elimination of equity accounted revenue |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total consolidated segment revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In House Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Operating Expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total segment operating expenses |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other segment items |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Share of equity method investments adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reportable segments EBITDA |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Unallocated corporate overhead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Consolidated segmental EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gain on sale of property and other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of income of equity method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Pre-opening expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Non-cash rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Deferred registration fees, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share of equity method investments EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Loss on impairment of long-lived assets and intangible assets (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Other expenses, net (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
(1)
(2)
The following table presents long-lived asset information (which includes property and equipment, net, operating lease right-of-use assets and equity method investments) by geographic area as of June 29, 2025 and December 29, 2024. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. Further, Management concluded it was impractical to report revenues from external customers attributed to the Company's country of domicile and all material foreign countries.
|
|
As of |
|
|||||
(in thousands) |
|
June 29, 2025 |
|
|
December 29, 2024 |
|
||
Long-lived assets by geography |
|
|
|
|
|
|
||
The Americas |
|
$ |
|
|
$ |
|
||
United Kingdom |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Asia |
|
|
|
|
|
|
||
Total long-lived assets |
|
$ |
|
|
$ |
|
||
28
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The amounts owed by (to) equity method investees due within one year are as follows:
|
|
As of |
|
|||||
(in thousands) |
|
June 29, 2025 |
|
|
December 29, 2024 |
|
||
Soho House Toronto Partnership |
|
$ |
|
|
$ |
|
||
Raycliff Red LLP |
|
|
( |
) |
|
|
( |
) |
Mirador Barcel S.L. |
|
|
|
|
|
( |
) |
|
Little Beach House Barcelona S.L. |
|
|
( |
) |
|
|
( |
) |
Mimea XXI S.L. |
|
|
|
|
|
|
||
Soho Beach House Canouan Limited |
|
|
|
|
|
|
||
StoreBerlin Limited |
|
|
|
|
|
|
||
Wilshire LA Hotel JV LLC |
|
|
|
|
|
— |
|
|
Total |
|
$ |
( |
) |
|
$ |
( |
) |
Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the consolidated balance sheets.
Lease contracts with Related Parties
Through Soho Works 875 Washington, LLC, the Company is a party to a property lease agreement dated April 19, 2019, for 875 Washington Street, New York with 875 Washington Street Owner, LLC, an affiliate of Raycliff Capital, LLC controlled by a member of the board until June 20, 2024 when the member of the board stood down from their position. The handover of five floors of the leased property occurred on a floor-by-floor basis resulting in multiple lease commencement dates in 2019 and 2020. The various lease contracts run for a term of
The Company is party to a property lease arrangement with The Yucaipa Companies LLC ("Yucaipa") for 9100-9110 West Sunset Boulevard, Los Angeles, California. This lease runs for a term of
Through Soho-Ludlow Tenant LLC, the Company is a party to a property lease agreement dated May 3, 2019, for 137 Ludlow Street, New York with 137 Ludlow Gardens LLC, an affiliate of Yucaipa. This lease runs for a term of
The Company leases the Little House West Hollywood, 8465 Hollywood Drive, West Hollywood, California, from GHWHI, LLC, an affiliate of Yucaipa, until August 2024 when ownership was transferred to a third party. This lease commenced on October 16, 2021. This lease runs for a term of
The Company leases the Tel Aviv House, 27 Yefet Street, Tel Aviv, Israel, from an affiliate of Raycliff Capital, LLC which held a portion of the SHHL redeemable C ordinary shares prior to the IPO and continues to hold Class A common stock of SHCO. However on June 20, 2024 the affiliate stood down from the board. This lease commenced on June 1, 2021 and runs for a term of
The Company leases a property from GHPSI, LLC, an affiliate of Yucaipa, in order to operate the Le Vallauris restaurant, 385 West Tahquitz Canyon Way, Palm Springs, California. This lease runs for a term of
The Company leases a property located at 27984 Highway 189, Lake Arrowhead, California from RLAHI, LLC, an affiliate of Yucaipa. This lease runs for a term of
29
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
The Company leases a property from GHPSI, LLC, an affiliate of Yucaipa, in order to operate the Willows Historic Palm Springs Inn, 412 West Tahquitz Canyon Way, Palm Springs, California. This lease commenced on September 15, 2022. This lease runs for a term of
Hotel Management agreements with Related Parties
The Company recognized management fees, development fees and cost reimbursements from the Ned-Soho House, LLP, a joint venture between the Company and an affiliate of Yucaipa, related to the operations of the Ned London. The Company recognized a receivable of $
The Company recognized management fee income from the Ned NY 28th, LLC, an affiliate of Yucaipa, related to the operations of The Ned New York, which opened in June 2022, leading to a receivable of $
The Company recognized management fees and cost reimbursements from Oryx Corniche Developments QPSC (an affiliate of The Yucaipa Companies, LLC, until April 2024 when ownership was transferred to a third party) related to the operations of The Ned Doha, which opened in November 2022. The management fees totaled less than $
The Company received management fees under our hotel management contract for the operation of The LINE and Saguaro hotels from LA Wilshire Hotel LLC (the legacy hotel management contract for the LINE LA property was amended and restated on June 4, 2025 contemporaneously with entry into a new equity method investment, as further described in Note 4, Equity Method Investments), Adams Morgan Hotel Owner LLC, Downtown Austin Lakeside Hotel LLC and Palm Canyon Hotel LLC as the owners of the LINE and Saguaro hotels, which are affiliates of Yucaipa. These fees led to a receivable of $
The Company recognized management fees under our studio, hotel and restaurant management contract for the operation of Redchurch Street studio space, hotel and Cecconi's from an affiliate of Raycliff Capital, LLC which was controlled by a member of the SHCO board of directors until June 20, 2024 when the member stood down from the board. The fees totaled less than $
30
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Design Service Management Agreements with Related Parties
Fees received from the provision of Soho House Design services to affiliates, Oryx Corniche Developments QPSC (which was an affiliate of The Yucaipa Companies, LLC, until April 2024 when ownership was transferred to a third party) and GH123GREENWICH LLC, have led to a receivable totaling less than $
The Company reported a combined total amount related to the transactions listed above of $
Included in current liabilities in the unaudited condensed consolidated balance sheet are amounts due to related parties listed above of $
The Company reported in the unaudited condensed consolidated statement of operations a combined amount of revenue generated from related party transactions listed above of $
The Company is party to various transactions with affiliates of Yucaipa, as identified above. Yucaipa, through its participation in the Voting Group, has significant influence over us, including control over decisions that require the approval of stockholders. The Voting Group constitutes our Founder and director Nick Jones, Richard Caring a director, and certain affiliates of Yucaipa and its Founder and our executive chairman and a director, Ron Burkle, together with their respective family members and certain affiliates.
17. Subsequent Events
Shares Issued
Subsequent to June 29, 2025, the Company issued a total of
Line DC
On July 28, 2025, SHCO signed a lease agreement to be the lessee of the LINE DC property with an independent third party as the new lessor. The LINE DC property was previously owned by an affiliate of Yucaipa. The lease agreement includes an initial payment by SHCO of approximately $
31
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.
In addition to historical financial information, this discussion and other parts of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, based upon current expectations that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” section in this Quarterly Report on Form 10-Q, and under Part II, Item 1A below. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ from those anticipated. These statements are based upon information currently available to us, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements, like all statements in this report, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Overview
SHCO is a global membership platform that connects a vibrant, diverse group of members from across the world. These members use the platform to both work and socialize, to connect, create, have fun and drive a positive change. The central pillar of SHCO is Soho House, which drives the majority of our membership and revenue today. A Soho House membership offers access to a network of distinctive and carefully curated Houses, across the Americas, the United Kingdom, Europe and Asia, which serve as the cornerstone of our member experience. We enhance our member experience through our digital channels, including the Soho House App and our website.
Over the last 30 years, we have expanded our membership expertise and diversified our offerings—both physically and digitally. As of June 29, 2025, we had approximately 270,300 members (including approximately 213,600 Soho House Members) who engage with SHCO through our global portfolio of 46 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home, our interiors and lifestyle retail brand, and our digital channels. The Ned hotels in London, New York and Doha and The LINE and Saguaro hotels in The Americas also form part of SHCO’s wider portfolio via management agreements to operate the properties.
Our membership expertise, honed through the growth of Soho House, has led to our evolution into Soho House & Co, a home to numerous memberships including Cities Without Houses, Soho Works, Soho Friends, and Ned’s Club. By designing, curating and growing our membership offering, our membership platform can quickly and easily respond to shifting lifestyle trends and the evolution of our members’ needs. Our memberships work together, allowing us to reach new audiences with a set of interconnected offerings.
Our membership has remained resilient through multiple economic cycles and other macroeconomic dislocations, including the recent COVID-19 pandemic. The power of our model is driven by the important role we believe that we play in our members’ lives and the value we consistently provide them for their membership fees. We believe our retention compares favorably to leading consumer subscriptions or memberships—across music, media, fitness, entertainment and commerce—despite, in many cases, their significantly lower price points.
The demand for our membership is also demonstrated by our large and growing SHCO global waitlist, which as of June 29, 2025 stands at over 111,000 applicants. Awareness of our distinct membership offerings and their scarcity is spread by our members organically through word of mouth, social media and press coverage.
Further, we have observed a secular shift in the ways that people live and work with less time spent in traditional corporate offices and more time in social spaces that encourage creativity and mutual engagement. We believe that these trends will only accelerate, and that the freedom to be able to choose where to live and work will likely have a significant impact on our target market. We believe this will create an even greater demand for curated communities that can grow and thrive in a more deliberate environment.
Membership Revenues are comprised of annual membership fees and one-time initial registration fees paid by members. In-House Revenues include all revenues realized within our Houses, including food and beverage, accommodation, and spa products and treatments. We view Membership Revenues and In-House revenues as interrelated, although there is no minimum spend for any member on our In-House offerings that generate In-House Revenues. In practice the significant majority of In-House Revenues are generated by our members, and the pricing of our In-House offerings reflects that accordingly, with pricing of such In-House offerings being identical for both members and non-members.
Other revenues include all revenues not realized within our Houses, including Scorpios, Soho Works, stand-alone restaurants, design and 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 hotel management contracts for The Ned Sites and The LINE and Saguaro hotels.
Our Membership Platform
All of our memberships have been built to enrich the lives of their members, as well as expand our membership offering to a broader audience.
32
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Soho House
Soho House remains at the core of our membership platform by creating a foundation upon which additional membership businesses can be built and scaled.
Every House annual membership fee is approximately $5,400, excluding local sales taxes, which provides access to all of our Houses globally. Our Houses attract members from every demographic, with members from “Generation Z” (27 years old and younger) and “Millennials” (28 to 43 year-olds) constituting the fastest-growing cohorts. We believe the pricing of our In-House offerings represents great value to our members because of the level of quality provided, reinforcing the overall membership experience, rewarding their brand loyalty and creating opportunities for future and recurring revenues.
We created the following types of membership under Soho House to reach a broader audience and enhance the experience of our existing members:
This membership allows us to welcome members to our global community in new geographies where we do not have a physical House. Through this membership we are able to generate additional revenues on our existing base of Houses and gather intelligence for future growth, which we have leveraged to open new Houses in certain locations, including Mexico City, Mexico (September 2023), Portland, USA (March 2024), Sao Paulo, Brazil (June 2024) and planned future openings in places such as Manchester, United Kingdom and Milan, Italy. As of June 29, 2025, we had 13,742 CWH members across 85 cities.
Through this membership we offer access to some physical House spaces, including Soho House bedrooms, and screenings, with additional benefits from our restaurants, spas and online retail brands to an audience who enjoy the Soho House offerings but do not have a Soho House Membership. Soho Friends annual membership is approximately $130 and does not provide full access to our Houses. As of June 29, 2025, we had 50,514 Soho Friends members. We intend to grow this membership brand in a measured way so that our Soho House Members continue to account for the majority of visitors to our Houses and restaurants.
Soho Works provides its members with the space and resources to work alongside other like-minded individuals and businesses—facilitating connections and providing the tools to flourish. Aimed primarily at existing Soho House and Soho Friends members, with locations in LA, New York and London, Soho Works draws on the same design principles and membership ethos as Soho House, but is a space purposed entirely for work and creative collaboration. As of June 29, 2025, we had 6,162 Soho Works members. Soho Works membership rates vary by location and Soho House membership status. For Adult Paying Members, a US Soho Works membership ranges from $200 to $1,000 per month, depending on membership type.
Scorpios Beach Club
Scorpios is a well-established globally recognized brand, focused on enriching the lives of its guests who are looking to escape from their daily lives, with two locations currently open. The original Scorpios, set in a cove on the southern tip of Mykonos, offers a one of a kind beach experience with a restaurant, terraces and daybeds, and a distinctive wellness offering. The second location, which opened in Bodrum, Turkey, in June 2024, offers similar seaside restaurant and terrace experiences, and also includes 12 bungalows equipped with private pools. We believe the Scorpios concept has significant potential to expand further, with the expectation to open a third site in Tulum, Mexico.
The Ned
The Ned brand seeks to embody a “city within a city” full-service destination, by playing host to multiple restaurants, bedrooms, a range of grooming services, spa, gym and a full-service members’ club. The membership offered by The Ned (“Ned’s Club”) including Ned’s Friends is aimed at a broader group of professional people. As of June 29, 2025, Ned’s Club London, New York, and Doha had approximately 5,000 members. The Ned offers its members The Ned’s Club app, which allows members to make bookings, publish benefits, events and club related information. We receive management fees under hotel management contracts for The Ned's Club London, New York and Doha.
The LINE
On June 22, 2021, we acquired the operating agreements relating to the ‘The LINE’ and ‘Saguaro’ hotels. The transaction broadened our geographic reach in North America. The hotels that are currently operational are located in Los Angeles, Washington D.C., Austin and Palm Springs, and among them offer a variety of food and beverage offerings together with approximately 1,300 hotel rooms. We receive management fees under hotel management contracts for the operation of these hotels and with effect from June 4, 2025 we have an ownership interest in the LINE LA. Refer to Note 4, Equity Method Investments of the condensed consolidated financial statements for further information.
Factors Affecting Our Business
We believe the coveted lifestyle brand we have created has significant and proven growth potential. This potential, combined with the stability of our membership base, we believe will enable us to maintain our position as an industry leader in the future. We expect to grow our member base by growing the number of Soho Houses, continuing to scale our existing membership brands and launching and growing new membership brands. We believe our track record in expanding and growing our platform will position us to achieve significant and sustained growth.
33
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
A significant portion of our revenues is derived from House Revenues which consist of Membership Revenues and In-House Revenues. Our Membership Revenues, which are reflective of our steady and growing global brand, help to provide us with a recurring revenue base that limits the impact of fluctuations in regional economic conditions.
Our business and future performance is also affected by a variety of factors, including:
Reportable Segments
Our operations consist of three reportable segments (United Kingdom, The Americas, Europe and Rest of the World (“RoW”)) and one non-reportable segment that we present as “All Other”. Each of our segments includes all operations in that region including our Houses and all associated facilities, spas and stand-alone restaurants. The historical North America reportable segment has been renamed to The Americas; however, there is no change to the manner in which the segment was previously presented. Refer to Note 15, Segments in this Quarterly Report on Form 10-Q for more information on reportable segments.
Key Performance, Operating Metrics and Additional Financial Measures and Other Data Evaluated by Management
In assessing the performance of our business, we consider a variety of operating and financial measures and metrics. These measures and metrics include:
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 under a management contract.
We review the number of members from all Houses to assess new member growth, total House Revenues, and House-Level Contribution.
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 driving 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.
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.
34
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
NUMBER OF OTHER MEMBERS. Other members include members of Soho Works and Soho Friends are key to our growth strategy and enhancing our Soho House member experience. Like Adult Paying 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.
FROZEN MEMBERS. Frozen Members refers to Adult Paying 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. The one-time registration fee is no longer applicable to new members admitted from April 4, 2022; see "House Introduction Credits" below. 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 The Americas and the RoW 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 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.
HOUSE MEMBERSHIP REVENUES. House Membership Revenues are comprised primarily of annual membership fees and one-time legacy registration fees from Adult Paying 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" above.
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 are defined as 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, 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.
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 SHD, Soho Home retail products and Cowshed services and brand license fees and other revenues from products and services that we provide outside of our Houses. Additionally, this category also includes management fees from hotel management contracts for The Ned Sites and the LINE and Saguaro hotels.
ADJUSTED OTHER REVENUES. Adjusted Other Revenues is defined as Other Revenues plus non-House Membership Revenues.
NON-HOUSE MEMBERSHIP REVENUES. Non-House Membership Revenues are comprised of Soho Works membership revenues and Soho Friends membership revenue.
ACTIVE APP USERS. Active App Users is defined as unique users who have logged into any of our membership Apps within the previous three months.
AVERAGE DAILY RATE ("ADR"). Average Daily Rate represents the average rental income per paid occupied room. We believe this is a meaningful indicator of our performance.
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 ADR realized. We believe RevPAR is a meaningful indicator of our performance because it measures the period-over-period change in room revenues for comparable properties. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our revenue. We also believe occupancy and ADR, which are components of calculating RevPAR, are meaningful indicators of our performance. 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.
35
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Non-GAAP Financial Measures
We refer to Adjusted EBITDA, House-Level Contribution, House-Level Contribution Margin, Other Contribution and Other Contribution Margin throughout this Quarterly Report on Form 10-Q, as we use these measures to evaluate our operating performance and each of these measures is defined in “Non-GAAP Financial Measures.” We believe these measures are useful to investors in evaluating our operating performance. Adjusted EBITDA, House-Level Contribution, House-Level Contribution Margin, Other Contribution and Other Contribution Margin are all supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. Adjusted EBITDA, House-Level Contribution, House-Level Contribution Margin, Other Contribution and Other Contribution Margin should not be considered as substitutes for GAAP metrics such as Operating Income (Loss) and Net Income (Loss) or any other performance measure derived in accordance with GAAP. Some of our financial and operational data that we disclose in this Quarterly Report on Form 10-Q are 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 USD change and the percent change as if the exchange rate that is being used in the current period was in effect for the prior period presented. We believe that this calculation provides a more meaningful indication of actual year-over-year performance and eliminates the fluctuations from currency exchange rates.
36
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
KEY PERFORMANCE AND OPERATING METRICS
|
|
As of |
|
|||||
|
|
June 29, |
|
|
June 30, |
|
||
|
|
(Unaudited) |
|
|||||
Number of Soho Houses |
|
|
46 |
|
|
|
44 |
|
The Americas |
|
|
17 |
|
|
|
17 |
|
United Kingdom |
|
|
14 |
|
|
|
13 |
|
Europe/RoW |
|
|
15 |
|
|
|
14 |
|
Number of Soho House Members |
|
|
213,621 |
|
|
|
204,028 |
|
The Americas |
|
|
80,919 |
|
|
|
76,826 |
|
United Kingdom |
|
|
72,907 |
|
|
|
72,543 |
|
Europe/RoW |
|
|
46,053 |
|
|
|
43,538 |
|
All Other |
|
|
13,742 |
|
|
|
11,121 |
|
Number of Other Members |
|
|
56,676 |
|
|
|
60,512 |
|
The Americas |
|
|
15,709 |
|
|
|
16,338 |
|
United Kingdom |
|
|
33,726 |
|
|
|
36,232 |
|
Europe/RoW |
|
|
7,241 |
|
|
|
7,942 |
|
Number of Total Members |
|
|
270,297 |
|
|
|
264,540 |
|
Number of Active App Users |
|
|
216,687 |
|
|
|
209,732 |
|
|
|
For the 13 Weeks Ended |
|
|
For the 13 Weeks Ended |
|
|
For the 26 Weeks Ended |
|
|
For the 26 Weeks Ended |
|
||||||||||||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
June 29, |
|
|
June 30, |
|
|
June 29, |
|
|
June 30, |
|
|
June 29, |
|
|
June 30, |
|
||||||||
|
|
Actuals |
|
|
Constant Currency(1) |
|
|
Actuals |
|
|
Constant Currency(1) |
|
||||||||||||||||||||
|
|
(Unaudited, dollar amounts in thousands, except percentages) |
|
(Unaudited, dollar amounts in thousands, except percentages) |
|
|||||||||||||||||||||||||||
Operating income (loss) |
|
$ |
59,721 |
|
|
$ |
(12,942 |
) |
|
$ |
59,721 |
|
|
$ |
(22,065 |
) |
|
$ |
94,615 |
|
|
$ |
(37,269 |
) |
|
$ |
94,615 |
|
|
$ |
(46,823 |
) |
Operating loss margin |
|
|
18 |
% |
|
|
(4 |
)% |
|
|
18 |
% |
|
|
(4 |
)% |
|
|
15 |
% |
|
|
(7 |
)% |
|
|
15 |
% |
|
|
(7 |
)% |
House-Level Contribution |
|
$ |
71,883 |
|
|
$ |
57,411 |
|
|
$ |
71,883 |
|
|
$ |
54,359 |
|
|
$ |
124,203 |
|
|
$ |
106,882 |
|
|
$ |
124,203 |
|
|
$ |
103,636 |
|
House-Level Contribution Margin |
|
|
30 |
% |
|
|
26 |
% |
|
|
30 |
% |
|
|
26 |
% |
|
|
27 |
% |
|
|
25 |
% |
|
|
27 |
% |
|
|
25 |
% |
Other Contribution |
|
$ |
14,058 |
|
|
$ |
14,646 |
|
|
$ |
14,058 |
|
|
$ |
14,427 |
|
|
$ |
22,178 |
|
|
$ |
23,223 |
|
|
$ |
22,178 |
|
|
$ |
22,816 |
|
Other Contribution Margin |
|
|
16 |
% |
|
|
18 |
% |
|
|
16 |
% |
|
|
18 |
% |
|
|
14 |
% |
|
|
16 |
% |
|
|
14 |
% |
|
|
16 |
% |
Adjusted EBITDA |
|
$ |
46,130 |
|
|
$ |
31,525 |
|
|
$ |
46,130 |
|
|
$ |
33,696 |
|
|
$ |
93,092 |
|
|
$ |
51,331 |
|
|
$ |
93,092 |
|
|
$ |
53,140 |
|
Percentage of total revenues |
|
|
14 |
% |
|
|
10 |
% |
|
|
14 |
% |
|
|
10 |
% |
|
|
15 |
% |
|
|
9 |
% |
|
|
15 |
% |
|
|
9 |
% |
37
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Results of Operations
Comparison of the 13 weeks ended June 29, 2025 and June 30, 2024
The following table summarizes our results of operations for the 13 weeks ended June 29, 2025 and June 30, 2024 (in thousands, except percentages):
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
|
|
|
June 30, |
|
|
|
|
|||||
|
|
Actuals |
|
|
|
|
|
Currency(1) |
|
|
|
|
||||||||
|
|
(Dollar amounts in thousands) |
|
|
Change % |
|
|
(Dollar amounts in thousands) |
|
|
Constant |
|
||||||||
|
|
(Unaudited) |
|
|||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Membership revenues |
|
$ |
118,626 |
|
|
$ |
102,347 |
|
|
|
16 |
% |
|
$ |
106,032 |
|
|
|
12 |
% |
In-House revenues |
|
|
132,504 |
|
|
|
127,285 |
|
|
|
4 |
% |
|
|
132,407 |
|
|
|
0 |
% |
Other revenues |
|
|
78,674 |
|
|
|
73,315 |
|
|
|
7 |
% |
|
|
77,135 |
|
|
|
2 |
% |
Total revenues |
|
|
329,804 |
|
|
|
302,947 |
|
|
|
9 |
% |
|
|
315,574 |
|
|
|
5 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
In-House operating expenses (exclusive of depreciation and amortization) |
|
|
(170,044 |
) |
|
|
(163,979 |
) |
|
|
(4 |
)% |
|
|
(175,270 |
) |
|
|
3 |
% |
Other operating expenses (exclusive of depreciation and amortization) |
|
|
(73,819 |
) |
|
|
(66,911 |
) |
|
|
(10 |
)% |
|
|
(71,518 |
) |
|
|
(3 |
)% |
General and administrative expenses (exclusive of depreciation and amortization) |
|
|
(40,269 |
) |
|
|
(38,726 |
) |
|
|
(4 |
)% |
|
|
(41,393 |
) |
|
|
3 |
% |
Pre-opening expenses |
|
|
(3,191 |
) |
|
|
(5,651 |
) |
|
|
44 |
% |
|
|
(6,040 |
) |
|
|
47 |
% |
Depreciation and amortization |
|
|
(23,389 |
) |
|
|
(25,131 |
) |
|
|
7 |
% |
|
|
(26,861 |
) |
|
|
13 |
% |
Share-based compensation |
|
|
(2,156 |
) |
|
|
(3,598 |
) |
|
|
40 |
% |
|
|
(3,846 |
) |
|
|
44 |
% |
Foreign exchange gain (loss), net |
|
|
47,405 |
|
|
|
(5,173 |
) |
|
n/m |
|
|
|
(5,529 |
) |
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets |
|
|
— |
|
|
|
(4,710 |
) |
|
n/m |
|
|
|
(5,034 |
) |
|
n/m |
|
||
Other, net |
|
|
(4,620 |
) |
|
|
(2,010 |
) |
|
n/m |
|
|
|
(2,148 |
) |
|
n/m |
|
||
Total operating expenses |
|
|
(270,083 |
) |
|
|
(315,889 |
) |
|
|
15 |
% |
|
|
(337,639 |
) |
|
|
20 |
% |
Operating income (loss) |
|
|
59,721 |
|
|
|
(12,942 |
) |
|
n/m |
|
|
|
(22,065 |
) |
|
n/m |
|
||
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net |
|
|
(21,666 |
) |
|
|
(19,989 |
) |
|
|
(8 |
)% |
|
|
(21,365 |
) |
|
|
(1 |
)% |
Gain on sale of property and other, net |
|
|
54 |
|
|
|
109 |
|
|
|
(50 |
)% |
|
|
117 |
|
|
|
(54 |
)% |
Share of income of equity method investments |
|
|
1,882 |
|
|
|
1,514 |
|
|
|
24 |
% |
|
|
1,618 |
|
|
|
16 |
% |
Total other expense, net |
|
|
(19,730 |
) |
|
|
(18,366 |
) |
|
|
(7 |
)% |
|
|
(19,630 |
) |
|
|
(1 |
)% |
Income (loss) before income taxes |
|
|
39,991 |
|
|
|
(31,308 |
) |
|
n/m |
|
|
|
(41,695 |
) |
|
n/m |
|
||
Income tax (expense) benefit |
|
|
(15,863 |
) |
|
|
1,103 |
|
|
n/m |
|
|
|
1,179 |
|
|
n/m |
|
||
Net income (loss) |
|
|
24,128 |
|
|
|
(30,205 |
) |
|
n/m |
|
|
|
(40,516 |
) |
|
n/m |
|
||
Net loss attributable to non-controlling interests |
|
|
757 |
|
|
|
306 |
|
|
n/m |
|
|
|
327 |
|
|
n/m |
|
||
Net income (loss) attributable to Soho House & Co Inc. |
|
$ |
24,885 |
|
|
$ |
(29,899 |
) |
|
n/m |
|
|
$ |
(40,189 |
) |
|
n/m |
|
||
38
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Components of Operating Results
Revenues
Total Revenue
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Total revenues |
|
$ |
329,804 |
|
|
$ |
302,947 |
|
|
|
9 |
% |
|
|
5 |
% |
The Americas |
|
|
126,808 |
|
|
|
119,563 |
|
|
|
6 |
% |
|
|
6 |
% |
United Kingdom |
|
|
103,671 |
|
|
|
92,844 |
|
|
|
12 |
% |
|
|
4 |
% |
Europe/RoW |
|
|
55,812 |
|
|
|
51,688 |
|
|
|
8 |
% |
|
|
1 |
% |
All Other |
|
|
43,513 |
|
|
|
38,852 |
|
|
|
12 |
% |
|
|
5 |
% |
Membership Revenues
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Membership revenues |
|
$ |
118,626 |
|
|
$ |
102,347 |
|
|
|
16 |
% |
|
|
12 |
% |
The Americas |
|
|
55,545 |
|
|
|
48,833 |
|
|
|
14 |
% |
|
|
14 |
% |
United Kingdom |
|
|
35,273 |
|
|
|
29,951 |
|
|
|
18 |
% |
|
|
10 |
% |
Europe/RoW |
|
|
13,122 |
|
|
|
11,280 |
|
|
|
16 |
% |
|
|
9 |
% |
All Other |
|
|
14,686 |
|
|
|
12,283 |
|
|
|
20 |
% |
|
|
12 |
% |
Membership revenues increased by 16% to $118,626 for the 13 weeks ended June 29, 2025 driven by an increase in Adult Paying Members of approximately 5%, or 8,600, who joined after the end of the second quarter of fiscal 2024. Additionally, all Soho House Adult paying fees were increased at the start of fiscal 2024, impacting members on their renewal date throughout fiscal 2024.
All Soho House Adult paying fees increased in January 2025, with in general a high single-digit percentage price rise for existing members and a low double-digit percentage increase in price for new members. This increase will impact new members on the date they join and existing members on their renewal date.
There was also an increase in Non-House Membership revenues of $961. This was driven by Soho Works as a result of increased membership fees in fiscal 2024, partially offset by a reduction in the number of Soho Friends members in comparison to the 13 weeks ended June 30, 2024.
The Americas segment saw an increase in membership revenues of $6,712, or 14%, due to approximately 3,300, or 5% increase in Adult Paying Soho House members year-on-year, driven by the opening of Soho House Sao Paulo (June 2024) and Soho House Portland (March 2024), as well as growth across existing Houses. The impact of the membership fee increases noted also contributed to the increase in Membership revenues.
Our United Kingdom segment saw an increase in Membership revenues of $5,322, or 18%, due to approximately 814, or 1% increase in Adult Paying Soho House members, with the opening of Soho Mews House (September 2024), some growth in existing Houses, and the impact of the House membership fee increases as noted above. In constant currency, Membership revenues in the United Kingdom segment increased by $3,260, or 10%.
The Europe/RoW segment saw an increase in Membership revenues of $1,842, or 16%, due to approximately 2,001, or 8% increase in Adult paying members, driven by growth in existing Houses, alongside revenue impact of the House membership fee increases as noted above. In constant currency, Membership revenues in the Europe/RoW segment increased by $1,065, or 9%.
All Other saw an increase in Membership revenues of $2,403, or 20%, predominantly driven by approximately 2,463, or 26% more CWH Adult Paying Members, partially offset by a decline of approximately 3,800 Non-House members in comparison to the second quarter of fiscal 2024. In constant currency, All Other Membership revenues increased by $1,557, or 12%.
In constant currency, Membership revenues saw an increase of $12,594, or 12%.
39
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
In-House Revenues
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House revenues |
|
$ |
132,504 |
|
|
$ |
127,285 |
|
|
|
4 |
% |
|
|
0 |
% |
The Americas |
|
|
53,013 |
|
|
|
52,902 |
|
|
|
0 |
% |
|
|
0 |
% |
United Kingdom |
|
|
52,731 |
|
|
|
48,083 |
|
|
|
10 |
% |
|
|
3 |
% |
Europe/RoW |
|
|
26,760 |
|
|
|
26,300 |
|
|
|
2 |
% |
|
|
(5 |
)% |
In-House revenues were $132,504 for the 13 weeks ended June 29, 2025, an increase of $5,219 versus the comparative period in 2024. Revenues were supported by two new Houses that have opened since the beginning of the 13 weeks ended June 30, 2024 (excluding Soho Farmhouse Ibiza which opened at the end of the quarter).
The Americas In-House revenues were $53,013 for the 13 weeks ended June 29, 2025, an increase of $111 versus the 13 weeks ended June 30, 2024. The region benefited from the opening of Soho House Sao Paulo (June 2024). In addition, Miami Pool House was fully operational versus the comparative period. However, the wildfires in Los Angeles which took place at the start of fiscal 2025 continue to have an impact on In-House revenues in our LA properties.
In-House revenues in our United Kingdom segment saw an increase of $4,648 versus the 13 weeks ended June 30, 2024, supported by the opening of Soho Mews House (September 2024) and strong performance in our countryside properties. In constant currency, In-House Revenues in the United Kingdom segment saw an increase of $1,337, or 3%.
The Europe/RoW segment increased in-House revenues by $460 year-on-year, driven by a strong start of the summer season at a few European properties, offset by lapping a strong event calendar in Asia in the comparative period last year. In constant currency, In-House Revenues in the Europe/RoW segment saw a decrease of $1,351 or 5%.
In constant currency, In-House Revenues saw an increase of $97, or 0%.
Other Revenues
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other revenues |
|
$ |
78,674 |
|
|
$ |
73,315 |
|
|
|
7 |
% |
|
|
2 |
% |
The Americas |
|
|
18,249 |
|
|
|
17,829 |
|
|
|
2 |
% |
|
|
2 |
% |
United Kingdom |
|
|
15,667 |
|
|
|
14,809 |
|
|
|
6 |
% |
|
|
(1 |
)% |
Europe/RoW |
|
|
15,932 |
|
|
|
14,108 |
|
|
|
13 |
% |
|
|
6 |
% |
All Other |
|
|
28,826 |
|
|
|
26,569 |
|
|
|
8 |
% |
|
|
2 |
% |
Other revenues were $78,674 for the 13 weeks ended June 29, 2025, compared to $73,315 for the 13 weeks ended June 30, 2024, an increase of $5,359, or 7%. The increase was predominantly driven by strong growth in Soho Home.
Other revenues in The Americas segment saw an increase of $420, or 2%, versus the 13 weeks ended June 30, 2024, driven by an increase in our standalone restaurants offset by not receiving management fees for The LINE San Francisco, versus the comparative period, following termination of the management contract at the end of fiscal 2024.
The United Kingdom segment saw an increase in Other revenues of $858, or 6%, versus the 13 weeks ended June 30, 2024 driven by year-over-year growth in our Partnership business alongside strong growth in our standalone restaurants. In constant currency, Other Revenues in the United Kingdom segment a decrease by $162, or 1%.
Other revenues in the Europe/RoW segment saw an increase of $1,824, or 13%, compared to the 13 weeks ended June 30, 2024 driven by Scorpios Bodrum which opened last year and was in operation for one additional week this year versus the comparative period. In constant currency, Other Revenues in the Europe/RoW segment saw an increase of $853, or 6%.
40
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Other revenues in All Other saw an increase of $2,257 or 8% period-over-period driven by growth in demand for Soho Home across both the UK and Americas market, offset by a reduction in revenue relating to our in-house design and build business. In constant currency, Other Revenues in All Other increased by $428, or 2%.
In constant currency, Other Revenues saw an increase of $1,539, or 2%.
In-House Operating Expenses and House-Level Contribution
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House operating expenses |
|
$ |
(170,044 |
) |
|
$ |
(163,979 |
) |
|
|
(4 |
)% |
|
|
3 |
% |
Percentage of total House revenues |
|
|
(70 |
)% |
|
|
(74 |
)% |
|
|
|
|
|
|
||
Operating income (loss) |
|
$ |
59,721 |
|
|
$ |
(12,942 |
) |
|
n/m |
|
|
n/m |
|
||
Operating margin |
|
|
18 |
% |
|
|
(4 |
)% |
|
|
|
|
|
|
||
House-Level Contribution |
|
$ |
71,883 |
|
|
$ |
57,411 |
|
|
|
25 |
% |
|
|
32 |
% |
House-Level Contribution Margin |
|
|
30 |
% |
|
|
26 |
% |
|
|
4 |
% |
|
|
|
|
House-Level Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
37,309 |
|
|
$ |
28,441 |
|
|
|
31 |
% |
|
|
31 |
% |
United Kingdom |
|
|
25,782 |
|
|
|
22,011 |
|
|
|
17 |
% |
|
|
10 |
% |
Europe/RoW |
|
|
4,210 |
|
|
|
2,510 |
|
|
|
68 |
% |
|
|
57 |
% |
All Other |
|
|
4,582 |
|
|
|
4,449 |
|
|
|
3 |
% |
|
|
(4 |
)% |
House-Level Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
34 |
% |
|
|
28 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
30 |
% |
|
|
28 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
11 |
% |
|
|
7 |
% |
|
|
|
|
|
|
||
All Other |
|
|
70 |
% |
|
|
86 |
% |
|
|
|
|
|
|
||
In-House Operating Expenses were $170,044 for the 13 weeks ended June 29, 2025, an increase of $6,065. The increase is a result of the two new Houses that opened since the beginning of the 13 weeks ended June 30, 2024 (excluding Soho Farmhouse Ibiza which opened at the end of the quarter), alongside period-over-period wage and rent (including non-cash rent) increases partially offset by continued cost discipline and savings from the operational reorganization initiatives last year. In-House operating expenses also benefited by approximately $3,000 from an inventory global policy alignment as part of our ERP transformation program. In constant currency, In-House Operating Expenses decreased by $5,226.
House-Level Contribution, which is defined as House Revenues less In-House Operating Expenses, was $71,883 for the 13 weeks ended June 29, 2025, compared to $57,411 for the 13 weeks ended June 30, 2024, an increase of $14,472. The increase in House-Level Contribution predominantly relates to increased Soho House membership and In-House revenues period-over-period, offset by higher In-House operating expenses.
House-Level Contribution Margin was 30% for the 13 weeks ended June 29, 2025, increased by 4% from the comparative period due to increased revenues, especially membership, being offset by inflation in In-House operating expenses.
41
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Other Operating Expenses and Other Contribution
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other operating expenses |
|
$ |
(73,819 |
) |
|
$ |
(66,911 |
) |
|
|
(10 |
)% |
|
|
(3 |
)% |
Percentage of total adjusted other revenue |
|
|
(84 |
)% |
|
|
(82 |
)% |
|
|
|
|
|
|
||
Operating income (loss) |
|
$ |
59,721 |
|
|
$ |
(12,942 |
) |
|
n/m |
|
|
n/m |
|
||
Operating margin |
|
|
18 |
% |
|
|
(4 |
)% |
|
|
|
|
|
|
||
Other Contribution |
|
$ |
14,058 |
|
|
$ |
14,646 |
|
|
|
(4 |
)% |
|
|
(3 |
)% |
Other Contribution Margin |
|
|
16 |
% |
|
|
18 |
% |
|
|
(2 |
)% |
|
|
|
|
Other Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
4,804 |
|
|
$ |
4,751 |
|
|
|
1 |
% |
|
|
1 |
% |
United Kingdom |
|
|
6,634 |
|
|
|
6,374 |
|
|
|
4 |
% |
|
|
(3 |
)% |
Europe/RoW |
|
|
508 |
|
|
|
1,622 |
|
|
|
(69 |
)% |
|
|
(71 |
)% |
All Other |
|
|
2,112 |
|
|
|
1,899 |
|
|
|
11 |
% |
|
|
4 |
% |
Other Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
26 |
% |
|
|
26 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
41 |
% |
|
|
41 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
3 |
% |
|
|
11 |
% |
|
|
|
|
|
|
||
All Other |
|
|
6 |
% |
|
|
6 |
% |
|
|
|
|
|
|
||
Other Operating Expenses were $73,819 for the 13 weeks ended June 29, 2025, compared to $66,911 for the 13 weeks ended June 30, 2024, an increase of $6,908, or 10%. This increased spend is predominantly driven by higher costs in relation to increased trade volume in Soho Home as well as expenses related to Scorpios Bodrum which opened after the beginning of the 13 weeks ended June 30, 2024. In constant currency, Other Operating Expenses increased by $2,301, or 3%.
Other Contribution, which we define as Other Revenues plus Non-House Membership Revenues less Other Operating Expenses, was $14,058 for the 13 weeks ended June 29, 2025, compared to $14,646 for the 13 weeks ended June 30, 2024, a decrease of $588 driven by the reduction in revenue in relation to our in-house design and build business and the removal of The LINE San Francisco management fees as mentioned above. Other Contribution Margin was 16% for the 13 weeks ended June 29, 2025, a decrease of 2% compared to the 13 weeks ended June 30, 2024.
General and Administrative Expenses
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
General and Administrative Expenses |
|
$ |
40,269 |
|
|
$ |
38,726 |
|
|
|
4 |
% |
|
|
(3 |
)% |
Percentage of total revenues |
|
|
12 |
% |
|
|
13 |
% |
|
|
|
|
|
|
||
General and Administrative Expenses were $40,269 for the 13 weeks ended June 29, 2025, compared with $38,726 for the 13 weeks ended June 30, 2024, an increase of $1,543, or 4%. The increase was driven by increased finance team costs relating to the accelerated ERP transformation program, alongside costs related to the two new Houses that opened since the beginning of the 13 weeks ended June 30, 2024 (excluding Soho Farmhouse Ibiza which opened at the end of the quarter) offset by savings from the operational reorganization initiatives including streamlining of operations and support teams since the comparative period.
In constant currency, General and Administrative Expenses decreased by $1,124, or 3%.
42
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Pre-opening Expenses
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Pre-opening expenses |
|
$ |
3,191 |
|
|
$ |
5,651 |
|
|
|
(44 |
)% |
|
|
(47 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Pre-opening expenses were $3,191 for the 13 weeks ended June 29, 2025 compared to $5,651 in the 13 weeks ended June 30, 2024. The decrease was driven by timing of the development pipeline, with investment in Soho Farmhouse Ibiza in the second quarter of fiscal 2025 versus Scorpios Bodrum and Soho House São Paulo in the second quarter of fiscal 2024. In constant currency pre-opening expenses reduced by 47%.
Depreciation and Amortization
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Depreciation and amortization |
|
$ |
23,389 |
|
|
$ |
25,131 |
|
|
|
(7 |
)% |
|
|
(13 |
)% |
Percentage of total revenues |
|
|
7 |
% |
|
|
8 |
% |
|
|
|
|
|
|
||
Depreciation and amortization were $23,389 for the 13 weeks ended June 29, 2025, a decrease of $1,742, or 7%, from the 13 weeks ended June 30, 2024. The decrease period-over-period is primarily driven by a reduction in Soho Works sites post impairment in fiscal 2024, offset by increases in Software and IT costs. In constant currency, depreciation and amortization expenses decreased by $3,472, or 13%.
Share-based Compensation, Foreign Exchange (Gain) Loss, Loss on Impairment of Long-Lived Assets, Business Interruption Proceeds, net and Other (net)
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Share-based compensation |
|
$ |
2,156 |
|
|
$ |
3,598 |
|
|
|
(40 |
)% |
|
|
(44 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
1 |
% |
|
|
|
|
|
|
||
Foreign exchange (gain) loss, net |
|
$ |
(47,405 |
) |
|
$ |
5,173 |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
14 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Loss on impairment of long-lived assets and intangible assets |
|
$ |
- |
|
|
$ |
4,710 |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
0 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Other, net |
|
$ |
4,620 |
|
|
$ |
2,010 |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
1 |
% |
|
|
1 |
% |
|
|
|
|
|
|
||
Share-based compensation expense decreased by $1,442 to $2,156 for the 13 weeks ended June 29, 2025, due to the vesting of grants made under the Company's 2020 and 2021 equity and incentive plans in the 13 weeks ended June 30, 2024 and subsequent quarters, a decline in new grants issued since, and the related amortization impact.
Foreign exchange (gain) loss, net which is non-cash in nature, moved from a loss of $5,173 to a gain of $47,405 for the 13 weeks ended June 29, 2025, primarily driven by foreign exchange revaluation of our non-USD debt.
In the 13 weeks ended June 30, 2024 the business incurred impairment losses on intangible assets related to the termination of two hotel management contracts.
Other, net increased by $2,610 to $4,620 for the 13 weeks ended June 29, 2025 with the Company incurring costs related to third party advisory expenses incurred by the Company and its Special Committee in the evaluation of certain strategic transactions and ERP costs in the second quarter of fiscal 2025.
43
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
In the 13 weeks ended June 30, 2024 the business incurred strategic transactions costs and costs incurred as part of a reorganization program of our operations and support teams.
Interest Expense, Net
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Interest expense, net |
|
$ |
21,666 |
|
|
$ |
19,989 |
|
|
|
8 |
% |
|
|
1 |
% |
Percentage of total revenues |
|
|
7 |
% |
|
|
7 |
% |
|
|
|
|
|
|
||
Interest expense, net was $21,666 for the 13 weeks ended June 29, 2025, an increase of $1,677, or 8%, to the 13 weeks ended June 30, 2024. This increase is primarily driven by the higher principal amount on our Senior Secured Notes due to the compounding of this debt. In constant currency, net interest increased by $301, or 1%.
Adjusted EBITDA
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Adjusted EBITDA |
|
$ |
46,130 |
|
|
$ |
31,525 |
|
|
|
46 |
% |
|
|
37 |
% |
Percentage of total revenues |
|
|
14 |
% |
|
|
10 |
% |
|
|
|
|
|
|
||
Adjusted EBITDA was $46,130 for the 13 weeks ended June 29, 2025, in comparison to $31,525 for the 13 weeks ended June 30, 2024, an increase of $14,605. The increase is driven by higher membership revenues versus the comparative period, higher In-House and Other revenues, alongside benefiting from approximately $3,000 from an inventory global policy alignment. There was partial offset from an increase in Operating expenses, predominantly coming from new House openings. In constant currency, adjusted EBITDA increased by $12,434 or 37%
44
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Comparison of the 26 weeks ended June 29, 2025 and June 30, 2024
The following table summarizes our results of operations for the 26 weeks ended June 29, 2025 and June 30, 2024 (in thousands, except percentages):
|
|
For the 26 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
|
|
|
June 30, |
|
|
|
|
|||||
|
|
Actuals |
|
|
|
|
|
Currency(1) |
|
|
|
|
||||||||
|
|
(Dollar amounts in thousands) |
|
|
Change % |
|
|
(Dollar amounts in thousands) |
|
|
Constant |
|
||||||||
|
|
(Unaudited) |
|
|||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Membership revenues |
|
$ |
231,537 |
|
|
$ |
201,296 |
|
|
|
15 |
% |
|
$ |
205,027 |
|
|
|
13 |
% |
In-House revenues |
|
|
244,923 |
|
|
|
237,555 |
|
|
|
3 |
% |
|
|
242,280 |
|
|
|
1 |
% |
Other revenues |
|
|
136,208 |
|
|
|
126,040 |
|
|
|
8 |
% |
|
|
129,258 |
|
|
|
5 |
% |
Total revenues |
|
|
612,668 |
|
|
|
564,891 |
|
|
|
8 |
% |
|
|
576,565 |
|
|
|
6 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
In-House operating expenses (exclusive of depreciation and amortization) |
|
|
(334,490 |
) |
|
|
(315,450 |
) |
|
|
(6 |
)% |
|
|
(326,570 |
) |
|
|
(2 |
)% |
Other operating expenses (exclusive of depreciation and amortization) |
|
|
(131,797 |
) |
|
|
(119,336 |
) |
|
|
(10 |
)% |
|
|
(123,543 |
) |
|
|
(7 |
)% |
General and administrative expenses |
|
|
(76,717 |
) |
|
|
(73,098 |
) |
|
|
(5 |
)% |
|
|
(75,675 |
) |
|
|
(1 |
)% |
Pre-opening expenses |
|
|
(5,226 |
) |
|
|
(11,397 |
) |
|
|
54 |
% |
|
|
(11,799 |
) |
|
|
56 |
% |
Depreciation and amortization |
|
|
(47,403 |
) |
|
|
(50,625 |
) |
|
|
6 |
% |
|
|
(52,410 |
) |
|
|
10 |
% |
Share-based compensation |
|
|
(4,516 |
) |
|
|
(11,637 |
) |
|
|
61 |
% |
|
|
(12,047 |
) |
|
|
63 |
% |
Foreign exchange gain (loss), net |
|
|
68,926 |
|
|
|
(10,654 |
) |
|
n/m |
|
|
|
(11,030 |
) |
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets |
|
|
(2,102 |
) |
|
|
(4,710 |
) |
|
|
55 |
% |
|
|
(4,876 |
) |
|
|
57 |
% |
Business interruption proceeds, net |
|
|
22,899 |
|
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
(7,627 |
) |
|
|
(5,253 |
) |
|
|
(45 |
)% |
|
|
(5,438 |
) |
|
|
(40 |
)% |
Total operating expenses |
|
|
(518,053 |
) |
|
|
(602,160 |
) |
|
|
14 |
% |
|
|
(623,388 |
) |
|
|
17 |
% |
Operating income (loss) |
|
|
94,615 |
|
|
|
(37,269 |
) |
|
n/m |
|
|
|
(46,823 |
) |
|
n/m |
|
||
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net |
|
|
(43,041 |
) |
|
|
(41,188 |
) |
|
|
(4 |
)% |
|
|
(42,640 |
) |
|
|
(1 |
)% |
Gain on sale of property and other, net |
|
|
56 |
|
|
|
174 |
|
|
|
(68 |
)% |
|
|
180 |
|
|
|
(69 |
)% |
Share of income of equity method investments |
|
|
2,616 |
|
|
|
1,891 |
|
|
|
38 |
% |
|
|
1,958 |
|
|
|
34 |
% |
Total other expense, net |
|
|
(40,369 |
) |
|
|
(39,123 |
) |
|
|
(3 |
)% |
|
|
(40,502 |
) |
|
|
0 |
% |
Income (loss) before income taxes |
|
|
54,246 |
|
|
|
(76,392 |
) |
|
n/m |
|
|
|
(87,325 |
) |
|
n/m |
|
||
Income tax (expense) benefit |
|
|
(22,605 |
) |
|
|
4,329 |
|
|
n/m |
|
|
|
4,482 |
|
|
n/m |
|
||
Net income (loss) |
|
|
31,641 |
|
|
|
(72,063 |
) |
|
n/m |
|
|
|
(82,843 |
) |
|
n/m |
|
||
Net (income) loss attributable to noncontrolling interests |
|
|
1,412 |
|
|
|
605 |
|
|
n/m |
|
|
|
626 |
|
|
n/m |
|
||
Net income (loss) attributable to Soho House & Co Inc. |
|
$ |
33,053 |
|
|
$ |
(71,458 |
) |
|
n/m |
|
|
$ |
(82,217 |
) |
|
n/m |
|
||
45
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Components of Operating Results
Revenues
Total Revenue
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
Unaudited |
|
|||||||||||||
Total revenues |
|
$ |
612,668 |
|
|
$ |
564,891 |
|
|
|
8 |
% |
|
|
6 |
% |
The Americas |
|
|
248,727 |
|
|
|
233,720 |
|
|
|
6 |
% |
|
|
6 |
% |
United Kingdom |
|
|
189,494 |
|
|
|
173,996 |
|
|
|
9 |
% |
|
|
5 |
% |
Europe/RoW |
|
|
89,517 |
|
|
|
83,268 |
|
|
|
8 |
% |
|
|
4 |
% |
All Other |
|
|
84,930 |
|
|
|
73,907 |
|
|
|
15 |
% |
|
|
11 |
% |
Membership Revenues
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
Unaudited |
|
|||||||||||||
Membership revenues |
|
$ |
231,537 |
|
|
$ |
201,296 |
|
|
|
15 |
% |
|
|
13 |
% |
The Americas |
|
|
110,273 |
|
|
|
95,482 |
|
|
|
15 |
% |
|
|
15 |
% |
United Kingdom |
|
|
67,492 |
|
|
|
59,023 |
|
|
|
14 |
% |
|
|
10 |
% |
Europe/RoW |
|
|
25,204 |
|
|
|
22,352 |
|
|
|
13 |
% |
|
|
9 |
% |
All Other |
|
|
28,568 |
|
|
|
24,439 |
|
|
|
17 |
% |
|
|
13 |
% |
Membership revenues saw an increase of 15% to $231,537 for the 26 weeks ended June 29, 2025 predominantly driven by an increase in Adult Paying Members of approximately 5%, or 8,600, who joined after the end of 26 weeks ended June 30, 2024. Additionally, all Soho House Adult paying fees were increased at the start of fiscal 2024, impacting members on their renewal date throughout fiscal 2024.
All Soho House Adult paying fees increased in January 2025, with a high single-digit percentage price rise for existing members and a low double-digit percentage increase in price for new members. This increase will impact new members on the date they join and existing members on their renewal date.
There was also an increase in Non-House Membership revenues of $1,248. This was driven by Soho Works as a result of increased membership fees in fiscal 2024, partially offset by a reduction in the number of Soho Friends members in comparison to the 26 weeks ended June 30, 2024.
The Americas segment saw an increase in membership revenues of $14,791, or 15%, due to approximately 3,300, or 5% increase in Adult Paying Soho House members year-on-year, driven by the opening of Soho House Sao Paulo (June 2024) and Soho House Portland (March 2024), as well as growth across existing Houses. The impact of the membership fee increases noted also contributed to the increase in Membership revenues.
Our United Kingdom segment saw an increase in Membership revenues of $8,469, or 14%, due to approximately 814, or 1% increase in Adult Paying Soho House members, with the opening of Soho Mews House (September 2024), growth in existing Houses, and the impact of the House membership fee increases as noted above. In constant currency, Membership revenues in the United Kingdom segment saw an increase of $6,388, or 10%.
The Europe/RoW segment saw an increase in Membership revenues of $2,852, or 13%, due to approximately 2,001, or 8% increase in Adult paying members, driven by growth in existing Houses, alongside revenue impact of the House membership fee increases as noted above. In constant currency, Membership revenues in the Europe/RoW segment saw an increase of $2,064, or 9%.
All Other saw an increase in Membership revenues of $4,129, or 17%, predominantly driven by approximately 2,463, or 26% more CWH Adult Paying Members, partially offset by a decline of approximately 3,800 Non-House members in comparison to the second quarter of fiscal 2024. In constant currency, All Other Membership revenues saw an increase of $3,267, or 13%.
In constant currency, Membership revenues saw an increase of $26,510, or 13%.
46
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
In-House Revenues
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House revenues |
|
$ |
244,923 |
|
|
$ |
237,555 |
|
|
|
3 |
% |
|
|
1 |
% |
The Americas |
|
|
104,541 |
|
|
|
103,526 |
|
|
|
1 |
% |
|
|
1 |
% |
United Kingdom |
|
|
93,623 |
|
|
|
88,362 |
|
|
|
6 |
% |
|
|
2 |
% |
Europe/RoW |
|
|
46,759 |
|
|
|
45,667 |
|
|
|
2 |
% |
|
|
(1 |
)% |
In-House revenues were $244,923 for the 26 weeks ended June 29, 2025, an increase of $7,368 versus the comparative period in 2024. Revenues were supported by three new Houses that have opened since the beginning of the 26 weeks ended June 30, 2024 (excluding Soho Farmhouse Ibiza which opened at the end of the second quarter of fiscal 2025). In addition, the first quarter of fiscal 2025 benefited from New Year's Eve events versus the comparative period due to timing of the fiscal year-end.
The Americas In-House revenues were $104,541 for the 26 weeks ended June 29, 2025, an increase of $1,015 versus the 26 weeks ended June 30, 2024. The region benefited from the opening of Soho House Portland (March 2024) and Soho House Sao Paulo (June 2024). In addition, Miami Pool House was fully operational versus the comparative period. However, the wildfires in Los Angeles at the start of fiscal 2025 have significantly impacted In-House revenues as our LA properties were closed or partially closed for a number of days and subsequent trade was weaker.
In-House revenues in our United Kingdom segment saw an increase of $5,261 versus the 26 weeks ended June 30, 2024, supported by the opening of Soho Mews House (September 2024). In constant currency, In-House Revenues in the United Kingdom segment saw an increase of $2,146, or 2%.
The Europe/RoW segment saw an increase in-House revenues by $1,092 year-on-year. In constant currency, In-House Revenues in the Europe/RoW segment saw a decrease of $518 or 1%.
In constant currency, In-House Revenues increased by $2,643, or 1%.
Other Revenues
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other revenues |
|
$ |
136,208 |
|
|
$ |
126,040 |
|
|
|
8 |
% |
|
|
5 |
% |
The Americas |
|
|
33,913 |
|
|
|
34,709 |
|
|
|
(2 |
)% |
|
|
(2 |
)% |
United Kingdom |
|
|
28,379 |
|
|
|
26,613 |
|
|
|
7 |
% |
|
|
3 |
% |
Europe/RoW |
|
|
17,554 |
|
|
|
15,250 |
|
|
|
15 |
% |
|
|
11 |
% |
All Other |
|
|
56,362 |
|
|
|
49,468 |
|
|
|
14 |
% |
|
|
10 |
% |
Other revenues were $136,208 for the 26 weeks ended June 29, 2025, compared to $126,040 for the 26 weeks ended June 30, 2024, an increase of $10,168. The increase was predominantly driven by strong growth in Soho Home.
Other revenues in The Americas segment saw a decrease of $796, or 2% versus the 26 weeks ended June 30, 2024 primarily due to not receiving fees for The LINE San Francisco following the termination of the management contract at the end of fiscal 2024.
The United Kingdom segment saw an increase in Other revenues of $1,766, or 7% versus the 26 weeks ended June 30, 2024 driven by year-over-year growth in partnership revenue. In constant currency, Other Revenues in the United Kingdom segment saw an increase of $828, or 3%.
Other revenues in the Europe/RoW segment saw an increase of $2,304 or 15% compared to the 26 weeks ended June 30, 2024 driven by Scorpios Bodrum which opened in the comparable period in 2024. In constant currency, Other Revenues in the Europe/RoW segment saw a an increase of $1,766, or 11%.
Other revenues in All Other saw an increase of $6,894 or 14% period-over-period driven by growth in Soho Home. In constant currency, Other Revenues in All Other saw an increase of $5,150, or 10%.
In constant currency, Other Revenues saw an increase of $6,948, or 5%.
47
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
In-House Operating Expenses and House-Level Contribution
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
In-House operating expenses |
|
$ |
(334,490 |
) |
|
$ |
(315,450 |
) |
|
|
(6 |
)% |
|
|
(2 |
)% |
Percentage of total House revenues |
|
|
(73 |
)% |
|
|
(75 |
)% |
|
|
|
|
|
|
||
Operating income (loss) |
|
$ |
94,615 |
|
|
$ |
(37,269 |
) |
|
n/m |
|
|
n/m |
|
||
Operating margin |
|
|
15 |
% |
|
|
(7 |
)% |
|
|
|
|
|
|
||
House-Level Contribution |
|
$ |
124,203 |
|
|
$ |
106,882 |
|
|
|
16 |
% |
|
|
20 |
% |
House-Level Contribution Margin |
|
|
27 |
% |
|
|
25 |
% |
|
|
2 |
% |
|
|
|
|
House-Level Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
68,233 |
|
|
$ |
59,909 |
|
|
|
14 |
% |
|
|
14 |
% |
United Kingdom |
|
|
41,186 |
|
|
|
37,960 |
|
|
|
8 |
% |
|
|
5 |
% |
Europe/RoW |
|
|
4,702 |
|
|
|
665 |
|
|
n/m |
|
|
n/m |
|
||
All Other |
|
|
10,082 |
|
|
|
8,348 |
|
|
|
21 |
% |
|
|
17 |
% |
House-Level Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
32 |
% |
|
|
30 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
26 |
% |
|
|
26 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
7 |
% |
|
|
1 |
% |
|
|
|
|
|
|
||
All Other |
|
|
79 |
% |
|
|
82 |
% |
|
|
|
|
|
|
||
In-House Operating Expenses were $334,490 for the 26 weeks ended June 29, 2025, an increase of $19,040. The increase is a result of the three new Houses opened since the beginning of the 26 weeks ended June 30, 2024 (excluding Soho Farmhouse Ibiza which opened at the end of the second quarter of fiscal 2025), alongside period-over-period wage and rent (including non-cash rent) increases partially offset by continued cost discipline and savings from the operational reorganization initiatives last year. In constant currency, In-House Operating Expenses saw an increase of $7,920.
House-Level Contribution, which is defined as House Revenues less In-House Operating Expenses, was $124,203 for the 26 weeks ended June 29, 2025, compared to $106,882 for the 26 weeks ended June 30, 2024, an increase of $17,321. The increase in House-Level Contribution predominantly relates to increased Soho House membership and In-House revenues period-over-period, offset by higher In-House operating expenses.
House-Level Contribution Margin was 27% for the 26 weeks ended June 29, 2025, increased by 2% from the comparative period due to increased revenues, especially membership, being offset by inflation in In-House operating expenses.
48
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Other Operating Expenses and Other Contribution
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Other operating expenses |
|
$ |
(131,797 |
) |
|
$ |
(119,336 |
) |
|
|
(10 |
)% |
|
|
(7 |
)% |
Percentage of total adjusted other revenue |
|
|
(86 |
)% |
|
|
(84 |
)% |
|
|
|
|
|
|
||
Operating income (loss) |
|
$ |
94,615 |
|
|
$ |
(37,269 |
) |
|
n/m |
|
|
n/m |
|
||
Operating margin |
|
|
15 |
% |
|
|
(7 |
)% |
|
|
|
|
|
|
||
Other Contribution |
|
$ |
22,178 |
|
|
$ |
23,223 |
|
|
|
(4 |
)% |
|
|
(3 |
)% |
Other Contribution Margin |
|
|
14 |
% |
|
|
16 |
% |
|
|
(2 |
)% |
|
|
18 |
% |
Other Contribution by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
$ |
6,883 |
|
|
$ |
8,440 |
|
|
|
(18 |
)% |
|
|
(18 |
)% |
United Kingdom |
|
|
11,810 |
|
|
|
10,053 |
|
|
|
17 |
% |
|
|
13 |
% |
Europe/RoW |
|
|
(601 |
) |
|
|
1,230 |
|
|
n/m |
|
|
n/m |
|
||
All Other |
|
|
4,086 |
|
|
|
3,500 |
|
|
|
17 |
% |
|
|
13 |
% |
Other Contribution Margin by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Americas |
|
|
20 |
% |
|
|
24 |
% |
|
|
|
|
|
|
||
United Kingdom |
|
|
40 |
% |
|
|
36 |
% |
|
|
|
|
|
|
||
Europe/RoW |
|
|
(3 |
)% |
|
|
8 |
% |
|
|
|
|
|
|
||
All Other |
|
|
6 |
% |
|
|
5 |
% |
|
|
|
|
|
|
||
Other Operating Expenses were $131,797 for the 26 weeks ended June 29, 2025, compared to $119,336 for the 26 weeks ended June 30, 2024, an increase of $12,461, or 10%. This increased spend is predominantly driven by higher costs in relation to increased trade volume in Soho Home as well as expenses related to Scorpios Bodrum which opened during the 26 weeks ended June 30, 2024. In constant currency, Other Operating Expenses saw an increase of $8,254, or 7%.
Other Contribution, which we define as Other Revenues plus Non-House Membership Revenues less Other Operating Expenses, was $22,178 for the 26 weeks ended June 29, 2025, compared to $23,223 for the 26 weeks ended June 30, 2024, a decrease of $1,045 partially driven by losses at Scorpios Bodrum during its off-season, reduction in in-house and design revenue alongside the removal of The LINE San Francisco management fees as mentioned above. Other Contribution Margin was 14% for the 26 weeks ended June 29, 2025, a decrease of 2% compared to the 26 weeks ended June 30, 2024.
General and Administrative Expenses
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
General and Administrative Expenses |
|
$ |
76,717 |
|
|
$ |
73,098 |
|
|
|
5 |
% |
|
|
1 |
% |
Percentage of total revenues |
|
|
13 |
% |
|
|
13 |
% |
|
|
|
|
|
|
||
General and Administrative Expenses were $76,717 for the 26 weeks ended June 29, 2025, compared with $73,098 for the 26 weeks ended June 30, 2024, an increase of $3,619, or 5%. The increase was driven by the global expansion of partnership arrangements alongside costs related to the three new Houses that opened since the beginning of the 26 weeks ended June 30, 2024 (excluding Soho Farmhouse Ibiza which opened at the end of the second quarter of fiscal 2025), offset by savings from the operational reorganization initiatives including streamlining of operations and support teams since the comparative period.
In constant currency, General and Administrative Expenses saw an increase of $1,042, or 1%.
49
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Pre-opening Expenses
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Pre-opening expenses |
|
$ |
5,226 |
|
|
$ |
11,397 |
|
|
|
(54 |
)% |
|
|
(56 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Pre-opening expenses were $5,226 for the 26 weeks ended June 29, 2025 compared to $11,397 in the 26 weeks ended June 30, 2024. The decrease was driven by the timing and location of the development pipeline, with one new House opening (Soho Farmhouse Ibiza) in 26 weeks ended June 29, 2025 versus the opening of Soho House Portland, Scorpios Bodrum and Soho House São Paulo in the first half of fiscal 2024, all of which incurred expenses during the 26 weeks ended June 30, 2024. In constant currency pre-opening expenses saw a decrease of $6,573, or 56%.
Depreciation and Amortization
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Depreciation and amortization |
|
$ |
47,403 |
|
|
$ |
50,625 |
|
|
|
(6 |
)% |
|
|
(10 |
)% |
Percentage of total revenues |
|
|
8 |
% |
|
|
9 |
% |
|
|
|
|
|
|
||
Depreciation and amortization were $47,403 for the 26 weeks ended June 29, 2025, a decrease of $3,222, or 6%, from the 26 weeks ended June 30, 2024. The decrease period-over-period was driven by the impairment in Soho Works sites in fiscal 2025 and certain Houses in the Americas and UK where their assets are now largely depreciated. In constant currency, depreciation and amortization expenses saw a decrease of $5,007, or 10%.
Share-based Compensation, Foreign Exchange (Gain) Loss, Loss on Impairment of Long-Lived Assets and Intangible Assets, Business Interruption Proceeds, net and Other (net)
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Share-based compensation |
|
$ |
4,516 |
|
|
$ |
11,637 |
|
|
|
(61 |
)% |
|
|
(63 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
2 |
% |
|
|
|
|
|
|
||
Foreign exchange (gain) loss, net |
|
$ |
(68,926 |
) |
|
$ |
10,654 |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
(11 |
)% |
|
|
2 |
% |
|
|
|
|
|
|
||
Loss on impairment of long-lived assets and intangible assets |
|
$ |
2,102 |
|
|
$ |
4,710 |
|
|
|
(55 |
)% |
|
|
(57 |
)% |
Percentage of total revenues |
|
|
0 |
% |
|
|
1 |
% |
|
|
|
|
|
|
||
Business interruption proceeds, net |
|
$ |
(22,899 |
) |
|
$ |
- |
|
|
n/m |
|
|
n/m |
|
||
Percentage of total revenues |
|
|
(4 |
)% |
|
|
0 |
% |
|
|
|
|
|
|
||
Other, net |
|
$ |
7,627 |
|
|
$ |
5,253 |
|
|
|
45 |
% |
|
|
40 |
% |
Percentage of total revenues |
|
|
1 |
% |
|
|
1 |
% |
|
|
|
|
|
|
||
50
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Share-based compensation expense saw a decrease of $7,121 to $4,516 for the 26 weeks ended June 29, 2025, due to a the vesting of grants made under the Company's 2020 and 2021 equity and incentive plans in the 26 weeks ended June 30, 2024 and subsequent quarters, a decline in new grants issued, and the related amortization impact.
Foreign exchange (gain) loss, net which is unrealized and non-cash in nature, moved from a loss of $10,654 to a gain of $(68,926) for the 26 weeks ended June 29, 2025, primarily driven by foreign exchange revaluation of our non-USD debt.
During the 26 weeks ended June 29, 2025, the Company recognized $2,102 of impairment losses on long-lived assets, comprised wholly of Operating lease assets in respect of legacy Chicken Shop restaurants that were no longer operational. In the 26 weeks ended June 30, 2024 the Company incurred costs relating to the impairment of intangible assets from the termination of two hotel management contracts.
Business interruption proceeds, net, consisted of $22,899 for the 26 weeks ended June 29, 2025. The proceeds relate to the impacts of general business interruption (including lost revenues and additional costs incurred) in the United Kingdom due to the COVID-19 pandemic.
Other, net saw an increase by $2,374 to $7,627 for the 26 weeks ended June 29, 2025 due to costs related to third party advisory expenses incurred by the Company and its Special Committee in the evaluation of certain strategic transactions and ERP costs. In the 26 weeks ended June 30, 2024 the Company incurred costs relating to professional fees associated with the Company's shareholder activism response, costs from the evaluation of strategic transactions, and costs incurred as part of a reorganization program of our operations and support teams.
Interest Expense, Net
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Interest expense, net |
|
$ |
43,041 |
|
|
$ |
41,188 |
|
|
|
4 |
% |
|
|
1 |
% |
Percentage of total revenues |
|
|
7 |
% |
|
|
7 |
% |
|
|
|
|
|
|
||
Interest expense, net was $43,041 for the 26 weeks ended June 29, 2025, an increase of $1,853, or 4%, to the 26 weeks ended June 30, 2024. This increase is primarily driven by the higher principal amount on our Senior Secured Notes due to the compounding of this debt. In constant currency, interest expense, net saw an increase of $401 or 1%.
Adjusted EBITDA
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actual |
|
|
Constant |
|
||||
|
|
(Dollar amounts in thousands) |
|
|
|
|
|
|
|
|||||||
|
|
(Unaudited) |
|
|||||||||||||
Adjusted EBITDA |
|
$ |
93,092 |
|
|
$ |
51,331 |
|
|
|
81 |
% |
|
|
75 |
% |
Percentage of total revenues |
|
|
15 |
% |
|
|
9 |
% |
|
|
|
|
|
|
||
Adjusted EBITDA was $93,092 for the 26 weeks ended June 29, 2025, in comparison to $51,331 for the 26 weeks ended June 30, 2024, an increase of $41,761. The increase is driven by higher membership revenues versus the comparative period, higher In-House and Other revenues, $22,899 of business interruption insurance proceeds, net of fees, related to the COVID-19 relief claim received in the first quarter of fiscal 2025, and the approximately $3,000 benefit from an inventory global policy alignment in the second quarter of fiscal 2025. There was partial offset from an increase in Operating expenses, predominantly coming from new House openings. In constant currency, adjusted EBITDA saw an increase of $39,952, or 75%.
51
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Non-GAAP Financial Measures
For the 13 weeks ended June 29, 2025 and June 30, 2024
A reconciliation of Net Income (Loss) to Adjusted EBITDA is set forth below for the periods specified:
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||
Net income (loss) |
|
$ |
24,128 |
|
|
$ |
(30,205 |
) |
|
n/m |
|
|
n/m |
|
||
Depreciation and amortization |
|
|
23,389 |
|
|
|
25,131 |
|
|
|
(7 |
)% |
|
|
(13 |
)% |
Interest expense, net |
|
|
21,666 |
|
|
|
19,989 |
|
|
|
8 |
% |
|
|
1 |
% |
Income tax expense (benefit) |
|
|
15,863 |
|
|
|
(1,103 |
) |
|
n/m |
|
|
n/m |
|
||
EBITDA |
|
|
85,046 |
|
|
|
13,812 |
|
|
n/m |
|
|
n/m |
|
||
Gain on sale of property and other, net |
|
|
(54 |
) |
|
|
(109 |
) |
|
|
50 |
% |
|
|
54 |
% |
Share of income of equity method investments |
|
|
(1,882 |
) |
|
|
(1,514 |
) |
|
|
(24 |
)% |
|
|
(16 |
)% |
Foreign exchange (gain) loss, net(2) |
|
|
(47,405 |
) |
|
|
5,173 |
|
|
n/m |
|
|
n/m |
|
||
Share of equity method investments adjusted EBITDA |
|
|
3,214 |
|
|
|
2,811 |
|
|
|
14 |
% |
|
|
7 |
% |
Share-based compensation expense(2) |
|
|
2,156 |
|
|
|
3,598 |
|
|
|
(40 |
)% |
|
|
(44 |
)% |
Operational reorganization and severance expense(3) |
|
|
— |
|
|
|
2,114 |
|
|
n/m |
|
|
n/m |
|
||
Expenses related to ERP implementation(4) |
|
|
1,502 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Expenses related to the evaluation of certain strategic transactions(5) |
|
|
3,553 |
|
|
|
930 |
|
|
n/m |
|
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets(6) |
|
|
— |
|
|
|
4,710 |
|
|
n/m |
|
|
n/m |
|
||
Adjusted EBITDA |
|
$ |
46,130 |
|
|
$ |
31,525 |
|
|
|
46 |
% |
|
|
37 |
% |
The computation of House-Level Contribution and Other Contribution is set forth below:
52
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 Constant Currency(1) |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
59,721 |
|
|
$ |
(12,942 |
) |
|
n/m |
|
|
$ |
(22,065 |
) |
|
n/m |
|
||
General and administrative |
|
|
40,269 |
|
|
|
38,726 |
|
|
|
4 |
% |
|
|
41,393 |
|
|
|
(3 |
)% |
Pre-opening expenses |
|
|
3,191 |
|
|
|
5,651 |
|
|
|
(44 |
)% |
|
|
6,040 |
|
|
|
(47 |
)% |
Depreciation and amortization |
|
|
23,389 |
|
|
|
25,131 |
|
|
|
(7 |
)% |
|
|
26,861 |
|
|
|
(13 |
)% |
Share-based compensation |
|
|
2,156 |
|
|
|
3,598 |
|
|
|
(40 |
)% |
|
|
3,846 |
|
|
|
(44 |
)% |
Foreign exchange (gain) loss, net |
|
|
(47,405 |
) |
|
|
5,173 |
|
|
n/m |
|
|
|
5,529 |
|
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets |
|
|
— |
|
|
|
4,710 |
|
|
n/m |
|
|
|
5,034 |
|
|
n/m |
|
||
Other, net |
|
|
4,620 |
|
|
|
2,010 |
|
|
n/m |
|
|
|
2,148 |
|
|
n/m |
|
||
Non-House membership revenues |
|
|
(9,203 |
) |
|
|
(8,242 |
) |
|
|
(12 |
)% |
|
|
(8,810 |
) |
|
|
(4 |
)% |
Other revenues |
|
|
(78,674 |
) |
|
|
(73,315 |
) |
|
|
(7 |
)% |
|
|
(77,135 |
) |
|
|
(2 |
)% |
Other operating expenses |
|
|
73,819 |
|
|
|
66,911 |
|
|
|
10 |
% |
|
|
71,518 |
|
|
|
3 |
% |
House-Level Contribution |
|
$ |
71,883 |
|
|
$ |
57,411 |
|
|
|
25 |
% |
|
$ |
54,359 |
|
|
|
32 |
% |
Operating income (loss) margin |
|
|
18 |
% |
|
|
(4 |
)% |
|
|
|
|
|
(4 |
)% |
|
|
|
||
House-Level Contribution Margin |
|
|
30 |
% |
|
|
26 |
% |
|
|
|
|
|
26 |
% |
|
|
|
||
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Membership revenues |
|
$ |
118,626 |
|
|
$ |
102,347 |
|
|
|
16 |
% |
|
$ |
106,032 |
|
|
|
12 |
% |
Less: Non-House membership revenues |
|
|
(9,203 |
) |
|
|
(8,242 |
) |
|
|
(12 |
)% |
|
|
(8,810 |
) |
|
|
(4 |
)% |
House Membership revenues |
|
|
109,423 |
|
|
|
94,105 |
|
|
|
16 |
% |
|
|
97,222 |
|
|
|
13 |
% |
Add: In-House revenues |
|
|
132,504 |
|
|
|
127,285 |
|
|
|
4 |
% |
|
|
132,407 |
|
|
|
0 |
% |
Total House revenues |
|
|
241,927 |
|
|
|
221,390 |
|
|
|
9 |
% |
|
|
229,629 |
|
|
|
5 |
% |
Less: In-House operating expenses |
|
|
(170,044 |
) |
|
|
(163,979 |
) |
|
|
(4 |
)% |
|
|
(175,270 |
) |
|
|
3 |
% |
House-Level Contribution |
|
$ |
71,883 |
|
|
$ |
57,411 |
|
|
|
25 |
% |
|
$ |
54,359 |
|
|
|
32 |
% |
53
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
59,721 |
|
|
$ |
(12,942 |
) |
|
n/m |
|
|
$ |
(22,065 |
) |
|
n/m |
|
||
General and administrative |
|
|
40,269 |
|
|
|
38,726 |
|
|
|
4 |
% |
|
|
41,393 |
|
|
|
(3 |
)% |
Pre-opening expenses |
|
|
3,191 |
|
|
|
5,651 |
|
|
|
(44 |
)% |
|
|
6,040 |
|
|
|
(47 |
)% |
Depreciation and amortization |
|
|
23,389 |
|
|
|
25,131 |
|
|
|
(7 |
)% |
|
|
26,861 |
|
|
|
(13 |
)% |
Share-based compensation |
|
|
2,156 |
|
|
|
3,598 |
|
|
|
(40 |
)% |
|
|
3,846 |
|
|
|
(44 |
)% |
Foreign exchange (gain) loss, net |
|
|
(47,405 |
) |
|
|
5,173 |
|
|
n/m |
|
|
|
5,529 |
|
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets |
|
|
— |
|
|
|
4,710 |
|
|
n/m |
|
|
|
5,034 |
|
|
n/m |
|
||
Other, net |
|
|
4,620 |
|
|
|
2,010 |
|
|
n/m |
|
|
|
2,148 |
|
|
n/m |
|
||
House membership revenues |
|
|
(109,423 |
) |
|
|
(94,105 |
) |
|
|
(16 |
)% |
|
|
(97,222 |
) |
|
|
(13 |
)% |
In-House revenues |
|
|
(132,504 |
) |
|
|
(127,285 |
) |
|
|
(4 |
)% |
|
|
(132,407 |
) |
|
|
(0 |
)% |
In-House operating expenses |
|
|
170,044 |
|
|
|
163,979 |
|
|
|
4 |
% |
|
|
175,270 |
|
|
|
(3 |
)% |
Total Other Contribution |
|
$ |
14,058 |
|
|
$ |
14,646 |
|
|
|
(4 |
)% |
|
$ |
14,427 |
|
|
|
(3 |
)% |
Operating income (loss) margin |
|
|
18 |
% |
|
|
(4 |
)% |
|
|
|
|
|
(4 |
)% |
|
|
|
||
Other Contribution Margin |
|
|
16 |
% |
|
|
18 |
% |
|
|
|
|
|
18 |
% |
|
|
|
||
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Other Revenues |
|
$ |
78,674 |
|
|
$ |
73,315 |
|
|
|
7 |
% |
|
$ |
77,135 |
|
|
|
2 |
% |
Add: Non-House membership revenues |
|
|
9,203 |
|
|
|
8,242 |
|
|
|
12 |
% |
|
|
8,810 |
|
|
|
4 |
% |
Adjusted Other Revenues |
|
|
87,877 |
|
|
|
81,557 |
|
|
|
8 |
% |
|
|
85,945 |
|
|
|
2 |
% |
Less: other operating expenses |
|
|
(73,819 |
) |
|
|
(66,911 |
) |
|
|
(10 |
)% |
|
|
(71,518 |
) |
|
|
(3 |
)% |
Other Contribution |
|
$ |
14,058 |
|
|
$ |
14,646 |
|
|
|
(4 |
)% |
|
$ |
14,427 |
|
|
|
(3 |
)% |
54
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
For the 26 weeks ended June 29, 2025 and June 30, 2024
A reconciliation of Net Income (Loss) to Adjusted EBITDA is set forth below for the periods specified:
|
|
For the 26 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||
Net income (loss) |
|
$ |
31,641 |
|
|
$ |
(72,063 |
) |
|
n/m |
|
|
n/m |
|
||
Depreciation and amortization |
|
|
47,403 |
|
|
|
50,625 |
|
|
|
(6 |
)% |
|
|
(10 |
)% |
Interest expense, net |
|
|
43,041 |
|
|
|
41,188 |
|
|
|
4 |
% |
|
|
1 |
% |
Income tax expense |
|
|
22,605 |
|
|
|
(4,329 |
) |
|
n/m |
|
|
n/m |
|
||
EBITDA |
|
|
144,690 |
|
|
|
15,421 |
|
|
n/m |
|
|
n/m |
|
||
Gain on sale of property and other, net |
|
|
(56 |
) |
|
|
(174 |
) |
|
|
68 |
% |
|
|
69 |
% |
Share of income of equity method investments |
|
|
(2,616 |
) |
|
|
(1,891 |
) |
|
|
(38 |
)% |
|
|
(34 |
)% |
Foreign exchange (gain) loss, net(2) |
|
|
(68,926 |
) |
|
|
10,654 |
|
|
n/m |
|
|
n/m |
|
||
Share of equity method investments adjusted EBITDA |
|
|
5,151 |
|
|
|
4,551 |
|
|
|
13 |
% |
|
|
9 |
% |
Share-based compensation expense(2) |
|
|
4,516 |
|
|
|
11,637 |
|
|
|
(61 |
)% |
|
|
(63 |
)% |
Operational reorganization and severance expense(3) |
|
|
— |
|
|
|
2,114 |
|
|
n/m |
|
|
n/m |
|
||
Expenses related to ERP implementation(4) |
|
|
2,918 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
Expenses related to the evaluation of certain strategic transactions(5) |
|
|
5,313 |
|
|
|
2,424 |
|
|
n/m |
|
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets(6) |
|
|
2,102 |
|
|
|
4,710 |
|
|
|
(55 |
)% |
|
|
(57 |
)% |
Expenses related to shareholder activism(7) |
|
|
— |
|
|
|
1,885 |
|
|
n/m |
|
|
n/m |
|
||
Adjusted EBITDA |
|
$ |
93,092 |
|
|
$ |
51,331 |
|
|
|
81 |
% |
|
|
75 |
% |
The computation of House-Level Contribution and Other Contribution is set forth below:
55
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
|
For the 26 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
94,615 |
|
|
$ |
(37,269 |
) |
|
n/m |
|
|
$ |
(46,823 |
) |
|
n/m |
|
||
General and administrative |
|
|
76,717 |
|
|
|
73,098 |
|
|
|
5 |
% |
|
|
75,675 |
|
|
|
1 |
% |
Pre-opening expenses |
|
|
5,226 |
|
|
|
11,397 |
|
|
|
(54 |
)% |
|
|
11,799 |
|
|
|
(56 |
)% |
Depreciation and amortization |
|
|
47,403 |
|
|
|
50,625 |
|
|
|
(6 |
)% |
|
|
52,410 |
|
|
|
(10 |
)% |
Share-based compensation |
|
|
4,516 |
|
|
|
11,637 |
|
|
|
(61 |
)% |
|
|
12,047 |
|
|
|
(63 |
)% |
Foreign exchange (gain) loss, net |
|
|
(68,926 |
) |
|
|
10,654 |
|
|
n/m |
|
|
|
11,030 |
|
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets |
|
|
2,102 |
|
|
|
4,710 |
|
|
n/m |
|
|
|
4,876 |
|
|
n/m |
|
||
Business interruption proceeds, net |
|
|
(22,899 |
) |
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
7,627 |
|
|
|
5,253 |
|
|
|
45 |
% |
|
|
5,438 |
|
|
|
40 |
% |
Non-House membership revenues |
|
|
(17,767 |
) |
|
|
(16,519 |
) |
|
|
(8 |
)% |
|
|
(17,101 |
) |
|
|
(4 |
)% |
Other revenues |
|
|
(136,208 |
) |
|
|
(126,040 |
) |
|
|
(8 |
)% |
|
|
(129,258 |
) |
|
|
(5 |
)% |
Other operating expenses |
|
|
131,797 |
|
|
|
119,336 |
|
|
|
10 |
% |
|
|
123,543 |
|
|
|
7 |
% |
House-Level Contribution |
|
$ |
124,203 |
|
|
$ |
106,882 |
|
|
|
16 |
% |
|
$ |
103,636 |
|
|
|
20 |
% |
Operating income (loss) margin |
|
|
15 |
% |
|
|
(7 |
)% |
|
|
|
|
|
(7 |
)% |
|
|
|
||
House-Level Contribution Margin |
|
|
27 |
% |
|
|
25 |
% |
|
|
|
|
|
25 |
% |
|
|
|
||
|
|
For the 26 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Membership revenues |
|
$ |
231,537 |
|
|
$ |
201,296 |
|
|
|
15 |
% |
|
$ |
205,027 |
|
|
|
13 |
% |
Less: Non-House membership revenues |
|
|
(17,767 |
) |
|
|
(16,519 |
) |
|
|
(8 |
)% |
|
|
(17,101 |
) |
|
|
(4 |
)% |
House Membership revenues |
|
|
213,770 |
|
|
|
184,777 |
|
|
|
16 |
% |
|
|
187,926 |
|
|
|
14 |
% |
Add: In-House revenues |
|
|
244,923 |
|
|
|
237,555 |
|
|
|
3 |
% |
|
|
242,280 |
|
|
|
1 |
% |
Total House revenues |
|
|
458,693 |
|
|
|
422,332 |
|
|
|
9 |
% |
|
|
430,206 |
|
|
|
7 |
% |
Less: In-House operating expenses |
|
|
(334,490 |
) |
|
|
(315,450 |
) |
|
|
(6 |
)% |
|
|
(326,570 |
) |
|
|
(2 |
)% |
House-Level Contribution |
|
$ |
124,203 |
|
|
$ |
106,882 |
|
|
|
16 |
% |
|
$ |
103,636 |
|
|
|
20 |
% |
56
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
|
|
For the 26 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Operating income (loss) |
|
$ |
94,615 |
|
|
$ |
(37,269 |
) |
|
n/m |
|
|
$ |
(46,823 |
) |
|
n/m |
|
||
General and administrative |
|
|
76,717 |
|
|
|
73,098 |
|
|
|
5 |
% |
|
|
75,675 |
|
|
|
1 |
% |
Pre-opening expenses |
|
|
5,226 |
|
|
|
11,397 |
|
|
|
(54 |
)% |
|
|
11,799 |
|
|
|
(56 |
)% |
Depreciation and amortization |
|
|
47,403 |
|
|
|
50,625 |
|
|
|
(6 |
)% |
|
|
52,410 |
|
|
|
(10 |
)% |
Share-based compensation |
|
|
4,516 |
|
|
|
11,637 |
|
|
|
(61 |
)% |
|
|
12,047 |
|
|
|
(63 |
)% |
Foreign exchange loss, net |
|
|
(68,926 |
) |
|
|
10,654 |
|
|
n/m |
|
|
|
11,030 |
|
|
n/m |
|
||
Loss on impairment of long-lived assets and intangible assets |
|
|
2,102 |
|
|
|
4,710 |
|
|
|
(55 |
)% |
|
|
4,876 |
|
|
|
(57 |
)% |
Business interruption proceeds, net |
|
|
(22,899 |
) |
|
|
— |
|
|
n/m |
|
|
|
— |
|
|
n/m |
|
||
Other, net |
|
|
7,627 |
|
|
|
5,253 |
|
|
|
45 |
% |
|
|
5,438 |
|
|
|
40 |
% |
House membership revenues |
|
|
(213,770 |
) |
|
|
(184,777 |
) |
|
|
(16 |
)% |
|
|
(187,926 |
) |
|
|
(14 |
)% |
In-House revenues |
|
|
(244,923 |
) |
|
|
(237,555 |
) |
|
|
(3 |
)% |
|
|
(242,280 |
) |
|
|
(1 |
)% |
In-House operating expenses |
|
|
334,490 |
|
|
|
315,450 |
|
|
|
6 |
% |
|
|
326,570 |
|
|
|
2 |
% |
Total Other Contribution |
|
$ |
22,178 |
|
|
$ |
23,223 |
|
|
|
(4 |
)% |
|
$ |
22,816 |
|
|
|
(3 |
)% |
Operating income (loss) margin |
|
|
15 |
% |
|
|
(7 |
)% |
|
|
|
|
|
(7 |
)% |
|
|
|
||
Other Contribution Margin |
|
|
14 |
% |
|
|
16 |
% |
|
|
|
|
|
16 |
% |
|
|
|
||
|
|
For the 26 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 29, |
|
|
June 30, |
|
|
Change % |
|
|
June 30, 2024 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
Other Revenues |
|
$ |
136,208 |
|
|
$ |
126,040 |
|
|
|
8 |
% |
|
$ |
129,258 |
|
|
|
5 |
% |
Non-House membership revenues |
|
|
17,767 |
|
|
|
16,519 |
|
|
|
8 |
% |
|
|
17,101 |
|
|
|
4 |
% |
Adjusted Other Revenues |
|
|
153,975 |
|
|
|
142,559 |
|
|
|
8 |
% |
|
|
146,359 |
|
|
|
5 |
% |
Less: other operating expenses |
|
|
(131,797 |
) |
|
|
(119,336 |
) |
|
|
(10 |
)% |
|
|
(123,543 |
) |
|
|
(7 |
)% |
Other Contribution |
|
$ |
22,178 |
|
|
$ |
23,223 |
|
|
|
(4 |
)% |
|
$ |
22,816 |
|
|
|
(3 |
)% |
Liquidity and Capital Resources
Liquidity is the ability to generate sufficient cash flows to meet the cash requirements of our business operations. Our principal sources of liquidity are operating cash flows, holdings of cash and cash equivalents and availability under our Revolving Credit Facility. As of June 29, 2025, we maintained a cash and cash equivalents balance of $150 million and a restricted cash balance of $5 million.
Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs. Our ongoing capital expenditures are principally related to opening new Houses, refurbishing and maintaining the existing House portfolio as well as investments in our corporate technology infrastructure to support our digital strategy and technology infrastructure.
In a given year, our primary cash inflows and outflows relate to the following:
57
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
On February 9, 2024, the Company’s board and a relevant sub-committee authorized and approved a new stock repurchase program for up to $50 million of the currently outstanding shares of the Company’s Class A common stock. During the 13 weeks and 26 weeks ended June 29, 2025, the Company did not repurchase any shares of its common stock. Repurchased shares are held as treasury shares by the Company.
We believe our existing cash and marketable securities balances will be sufficient to fund our operating and finance lease obligations, capital expenditures and working capital needs for at least the next 12 months and the foreseeable future.
Cash Flows and Working Capital
The following table provides a summary of cash flow data for the periods presented:
|
|
For the 26 Weeks Ended |
|
|||||
|
|
June 29, |
|
|
June 30, |
|
||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||
Net cash generated by (used in) |
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
$ |
63,832 |
|
|
$ |
42,196 |
|
Net cash provided by (used in) investing activities |
|
|
(63,023 |
) |
|
|
(43,748 |
) |
Net cash provided by (used in) financing activities |
|
|
(8,814 |
) |
|
|
(6,117 |
) |
Effect of exchange rates on cash and cash equivalents |
|
|
7,102 |
|
|
|
(1,779 |
) |
Net (decrease) increase in cash and cash equivalents |
|
$ |
(903 |
) |
|
$ |
(9,448 |
) |
Net Cash Provided by Operating Activities
The primary cash inflows from operating activities include Membership Revenues, In-House Revenues and Other Revenues, such as the sale of retail products. The primary cash outflows from operating activities include general operating expenses and interest payments.
For the 26 weeks ended June 29, 2025, we had a $63,832 inflow of cash from operating activities, which includes net income of $31,641 inclusive of proceeds received of $22,899 for COVID business interruption insurance, depreciation and amortization of $47,403, and non-cash foreign exchange gain of $68,926, offset by a favorable net working capital change of $25,669.
For the 26 weeks ended June 30, 2024, we had a $42,196 inflow of cash from operating activities, which includes a net loss of $72,063, depreciation and amortization of $50,625 , and a favorable net working capital change of $24,133.
Net Cash Used in Investing Activities
The primary cash inflows from investing activities include the cash proceeds from the sale of assets. The primary cash outflows from investing activities include the purchase of property and equipment and intangibles.
For the 26 weeks ended June 29, 2025, we had a $63,023 outflow of cash from investing activities, primarily due to purchases of property and equipment of $43,884, purchases of intangible assets of $11,838, and $14,500 paid as our initial capital contribution for our ownership interest in the LINE LA Hotel Joint Venture, partially offset by $7,199 in property and casualty insurance proceeds received .
For the 26 weeks ended June 30, 2024, we had a $43,748 outflow of cash from investing activities, primarily due to purchases of property and equipment of $45,507 and purchases of intangible assets of $8,947, partially offset by a repayment from equity method investees of $10,706.
Net Cash Used in Financing Activities
The primary cash inflows from financing activities include proceeds from borrowings. The primary cash outflows from financing activities include principal payments on borrowings and purchase of treasury stock.
For the 26 weeks ended June 29, 2025, we had a $8,814 outflow of cash from financing activities, primarily due to the repayment of the outstanding balance of $5,416 on the Compagnie de Phalsbourg credit facility and distributions of $2,358 to non-controlling interests.
For the 26 weeks ended June 30, 2024, we had a $6,117 outflow of cash from financing activities, primarily due to purchases of treasury stock of $4,708.
Cash Requirements from Contractual and Other Obligations
As of June 29, 2025, there have been no material changes outside the ordinary course of business to our contractual obligations from those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as described in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, except for those listed below.
ERP Program Commitments
We entered into contracts with third parties relating to its previously-announced ERP implementation program. As of June 29, 2025, we have remaining contractual commitments of £16 million ($22 million), which are expected to be settled over the course of the remainder of 2025 and during 2026.
58
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
LINE LA Hotel Joint Venture Guarantees and Capital Contributions
With effect from June 4, 2025 we have an ownership interest in the LINE LA, as further described in Note 4, Equity Method Investments; Note 13, Commitments and Contingencies and Note 16, Related Party Transactions, of the condensed consolidated financial statements included herein. On June 4, 2025, CREP LA Hotel LLC, a wholly owned subsidiary of the LINE LA Hotel Joint Venture ("CREP LA"), entered into a loan agreement (“LINE LA Loan Agreement”) with a third party lender for $54 million which matures on January 31, 2027 with interest payable throughout the term. Our wholly owned subsidiary, US AcquireCo, Inc., and affiliates of CREP LA Hotel Holdings LLC (“Corten Guarantors") provided joint and several senior loan guarantees for the benefit of the lender for the term of the LINE LA Loan Agreement with respect to (i) CREP LA's payment of recourse obligations pursuant to the LINE LA Loan Agreement; ii) an indemnification against certain losses arising from non-compliance with environmental laws and similar events at the property, and iii) any failure by CREP LA to pay carry costs (including taxes, insurance premiums, operating expenses and debt service) as and when due. US AcquireCo, Inc. is required to comply with specified financial covenants under the LINE LA Loan Agreement at all times. Our wholly-owned subsidiaries, US AcquireCo, Inc. and Soho House Limited, have entered into a reimbursement agreement with the Corten Guarantors to allocate liability under the senior loan guarantees, as well as liability arising under certain indemnification obligations under the LINE LA Hotel Joint Venture. Soho House Limited, shall become liable for amounts payable by US AcquireCo, Inc. under the reimbursement agreement if US AcquireCo, Inc. fails to fund such amounts within 20 days after written demand therefor.
Pursuant to the operating agreement for the LINE LA Hotel Joint Venture, our wholly owned subsidiary, SAGL HoldCo LLC, is contractually obligated to provide additional capital contributions to the extent the LINE LA Hotel Joint Venture experiences liquidity shortfalls. These capital contributions are capped at $37 million (inclusive of its initial capital contribution of $15 million), less six months of debt service on the LINE LA Loan Agreement. No amounts were funded for the period ended June 29, 2025.
Critical Accounting Estimates and Judgments
Management’s discussion and analysis of the financial condition and results of operations is based on the financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses incurred during the reporting periods. The estimates are based on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.
Emerging Growth Company Status
We are an ‘emerging growth company,’ as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not ‘emerging growth companies,’ including, but not limited to: presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley; having reduced disclosure obligations regarding executive compensation in our periodic reports and proxy or information statements; being exempt from the requirements to hold a non-binding advisory vote on executive compensation or seek stockholder approval of any golden parachute payments not previously approved; and not being required to adopt certain accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
59
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk has not materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.
Foreign Exchange Risk
We principally operate in the UK and The Americas, although we have significant operations in Europe. Therefore, we are exposed to reporting foreign exchange risk in Pound sterling and Euros.
We have not, to date, used any material financial instruments to mitigate our foreign exchange risk. The directors and management will keep this situation under review. As income is received and suppliers paid in respect of the UK and European operation in Pound sterling or Euros, respectively, this acts as a natural hedge against foreign exchange risk.
If the USD had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $9 million lower and approximately $10 million higher, respectively, and Net Profit would have been approximately $1 million lower and approximately $1 million higher, respectively, for the 13 weeks ended June 29, 2025.
If the Euro had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $4 million higher and approximately $4 million lower, respectively, and Net Profit would have been approximately less than $1 million higher and approximately less than $1 million lower, respectively, for the 13 weeks ended June 29, 2025.
If the USD had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $31 million lower and approximately $34 million higher, respectively, and Net Profit would have been approximately $4 million lower and approximately $4 million higher, respectively, for the 26 weeks ended June 29, 2025.
If the Euro had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $7 million higher and approximately $6 million lower, respectively, and Net Profit would have been approximately less than $1 million higher and approximately less than $1 million lower, respectively, for the 26 weeks ended June 29, 2025.
Concentration of Credit Risk
Credit risk is the risk of loss from amounts owed by financial counter-parties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject us to credit risk consist of cash equivalents and accounts receivable.
We maintain cash and cash equivalents with major financial institutions. Our cash and cash equivalents consist of bank deposits held with banks, and money market funds that, at times, exceed federally or locally insured limits. We limit our credit risk by dealing with customers, counterparties and institutions that are considered to be of high credit quality and by performing periodic evaluations of accounts receivable and investments and of the relative credit standing of our customers, counterparties and financial institutions, as applicable.
Liquidity Risk
We seek to manage our financial risks to ensure that sufficient liquidity is available to meet our foreseeable needs. We believe we have significant flexibility to control our capital expenditure commitments in new House developments through different investment formats. As of June 29, 2025, we had $150 million in cash and cash equivalents on the balance sheet, $5 million of restricted cash and £75 million ($103 million) undrawn on the Revolving Credit Facility (subject to complying with our covenants) to meet our funding needs.
Cash Flow and Fair Value Interest Rate Risk
We have historically financed our operations through a mixture of bank borrowings and bond notes which are generally fixed, and expect to finance our operations through operating cash flows and availability under our Revolving Credit Facility. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities.
Inflation Risk
Inflation has an impact on food, utilities, labor, rent, and other costs which materially impact operations. Severe increases in inflation could have an adverse impact on our business, financial condition and results of operations. If several of the various costs in our business experience inflation at the same time, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand.
Commodity Price Risks
We are exposed to commodity price risks on specialty foodstuffs, natural gas and oil, among other items. Many of the ingredients we use to prepare our food and beverages are commodities or are affected by the price of other commodities. Factors that affect the price of commodities are generally outside of our control and include foreign currency exchange rates, foreign and domestic supply and demand, inflation, weather, the geopolitical situation, and seasonality.
60
Soho House & Co Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of June 29, 2025 and December 29, 2024 and for the 13 weeks and 26 weeks ended June 29, 2025 and June 30, 2024
Tariff changes affecting trade with the United States could increase the cost of goods we import including food, beverage, general supplies, furniture and fittings, particularly from suppliers in China, Mexico, Italy and France. We are assessing ways to mitigate these potential cost increases, but these higher costs may not be fully recoverable through pricing or efficiency measures. Tariff-related disruptions could also affect product availability or require changes to our sourcing strategy. Ongoing trade policy uncertainty could also present additional demand risk.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management concluded that as of June 29, 2025 our disclosure controls and procedures were not effective at the reasonable assurance level, due to material weaknesses in our internal control over financial reporting, to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As described in Note 2, Summary of Significant Accounting Policies, included in this Form 10-Q and as previously disclosed in Note 2, Summary of Significant Accounting Policies, included in our consolidated financial statements included in our Annual Report on Form 10-K for Fiscal 2024, Management identified misstatements in its previously issued consolidated financial statements as of and for the 52-week period ended December 31, 2023 (“Fiscal 2023”) and January 1, 2023 (“Fiscal 2022”); the unaudited condensed consolidated financial statements as of and for the 13-week periods ended March 31, 2024 (“Q1 2024”) and April 2, 2023 (“Q1 2023”); the unaudited condensed consolidated financial statements as of and for the 13-week and 26-week periods ended June 30,2024 (“Q2 2024”) and July 2, 2023 (“Q2 2023”); and the unaudited condensed consolidated financial statements as of and for the 13-week and 39-week periods ended October 1, 2023 (“Q3 2023”). The Company assessed the materiality of the errors, including the presentation on 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 determined the impacts of these misstatements were not material to the financial statements for all prior periods identified above. For comparative purposes, the Company has made corrections to the unaudited condensed consolidated financial statements and applicable notes for the prior periods presented in the 10-Q for the third quarter of Fiscal 2024.
Such historical adjustments described above were corrected and prior periods revised in our Annual Report on Form 10-K. Refer to Note 20, Revision of Prior Period Financial Statements, for additional information on the misstatements identified and quantification of the impact of correcting the misstatements. These prior period adjustments identified therein have been reflected in the comparative periods presented in this Form 10-Q.
As disclosed in our Annual Report in Form 10-K for the fiscal year ended December 29, 2024, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 29, 2024, because of the identification of two material weaknesses identified in our internal control over financial reporting. The material weaknesses related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience with the application of US generally accepted accounting principles ("GAAP") and with our financial reporting requirements; and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions, including IT general controls, were either not designed and in place, or not operating effectively. These material weaknesses resulted in adjustments and disclosure corrections to our financial statements during the course of the audit and included provisions for income taxes, inventory, impairment of goodwill and long-lived assets, related party transactions, preparation of the consolidation, preparation and presentation of the cash flow statement, fixed assets, lease accounting and balance sheet reclassifications, some of which resulted in revisions to prior periods.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the 26 weeks ended June 29, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures and internal control over financial reporting, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and our management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures and internal control over financial reporting also are based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
61
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business. At present, we are not a party to any litigation other than litigation in the ordinary course of business. We do not expect that the ultimate outcome of any of the currently ongoing legal proceedings, individually or collectively, will have a significant adverse effect on our business, financial condition, results of operations or cash flows.
However, the results of litigation and arbitration are inherently unpredictable and the possibility exists that the ultimate resolution of matters to which we are or could become subject could result in a material adverse effect on our business, financial condition, results of operations and cash flows.
Item 1A. Risk Factors.
You should carefully consider the risk factors discussed in section “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, which could materially affect our business, financial position, or future results of operations. There have been no material changes to the risk factors described in our Annual Report on Form 10-K. The risks described in our Annual Report Form 10-K are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial, may also arise and materially impact our business. If any of these risks occur, our business, results of operations and financial condition could be materially and adversely affected and the trading price of our common stock could decline.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Sales of Unregistered Securities
None.
(b) Use of Proceeds from Public Offering of Common Stock
None.
(c) Issuer Purchases of Equity Securities
The Company did not purchase any shares of its common stock during the 13 week period ended June 29, 2025.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the Company's 13 weeks ended June 29, 2025, none of the Company's directors or officers (as defined in Rule -1(f) under the Exchange Act)
62
Item 6. Exhibits.
Exhibit |
|
Description |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
104 |
|
Cover page formatted as Inline XBRL and contained in Exhibit 101. |
* Filed herewith.
63
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Soho House & Co Inc. |
||
|
|
|
|
|||
Date: August 8, 2025 |
|
|
|
By: |
|
/s/ Andrew Carnie |
|
|
|
|
|
|
Andrew Carnie |
|
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
|||
Date: August 8, 2025 |
|
|
|
By: |
|
/s/ Thomas Allen |
|
|
|
|
|
|
Thomas Allen |
|
|
|
|
|
|
Chief Financial Officer |
64
Source:
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