Soho House & Co. Inc.
08/08/2025 | Press release | Distributed by Public on 08/08/2025 05:41
Quarterly Report for Quarter Ending June 29, 2025 (Form 10-Q)
|
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.
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:
•
Cities Without Houses
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.
•
Soho Friends
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
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.
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:
•
The ability to grow our member base. Long-term member growth is a direct driver of Membership Revenue growth and an important factor in driving In-House Revenue growth. The impact of long-term member growth on Membership Revenues can be particularly impactful to our earnings given the lower direct expenses associated with incremental Membership Revenues relative to our other revenue streams.
•
Our ability to grow In-House Revenues. In addition to their annual membership fee, our members pay for goods and services that they consume, which we refer to as In-House Revenues. We continue to actively develop the offerings in our Soho Houses and our other membership brands to improve overall experience and capture greater spend on food and beverage, accommodation, spa services, private events and our other goods and services. We believe that the pricing of our In-House offerings, which is reflective of the membership fees we receive from members who consume most of our In-House offerings, represents great value to our members for the level of quality provided, reinforcing the overall membership experience, rewarding brand loyalty and creating the opportunity for future revenue enhancement. Our proven ability to drive long-term member growth at existing Houses is also an important contributing factor in sustaining In-House Revenue growth.
•
Our ability to adjust membership pricing. As we expand our number of Soho Houses globally and continue to invest in maintaining the quality of our existing Soho Houses, we are able to grow Membership Revenues by periodically reviewing our membership fee rates, as well as migrating members from Local House to Every House membership, which also has the effect of increasing Membership Revenues. Contrary to traditional hospitality companies which may experience brand dilution as they expand, the value of our membership and brand strengthens as we expand into new cities and properties. As we expand globally, the value of an Every House membership becomes more compelling to both new and existing members, enhancing our revenue potential. Historically, our membership price increases have not had a material impact on our retention rates and we believe this provides a strong indication of demand and price inelasticity for our memberships.
•
Our ability to grow our membership brands and products. We believe the strength of our brand and our culture of creativity and innovation will allow us to continue to capitalize on opportunities in complementary concepts and product lines and that our adjacent lines of business can achieve substantial stand-alone scale. Our expansion into new products and businesses can contribute meaningfully to our revenue in the future as we tap into our existing and growing membership base.
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.
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.
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.
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 |
% |
||||||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%.
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 |
)% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%
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 |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%.
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 |
)% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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%.
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 |
% |
||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
(2)
See "Comparison of the 13 weeks ended June 29, 2025 and June 30, 2024- Share-based Compensation, Foreign Exchange (Gain) Loss, Loss on Impairment of Long-Lived Assets, Business Interruption Proceeds, net and Other (net)" for information regarding the movements in foreign exchange and share-based compensation period-over-period.
(3)
Expenses incurred with respect to a strategic reorganization program of the Company's operations and support teams
(4)
During the 13 weeks ended June 29, 2025, the Company incurred certain expenses related to the planned ERP system implementation.
(5)
Primarily relating to third party advisory expenses incurred by the Company and its independent special committee in respect of the evaluation of certain strategic transactions.
(6)
During the 13 weeks ended June 30, 2024, the Company recognized impairment losses on intangible assets related to the termination of two hotel management contracts.
The computation of House-Level Contribution and Other Contribution is set forth below:
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 |
% |
||||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
|
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
|
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 |
)% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
(2)
See "Comparison of the 26 weeks ended June 29, 2025 and June 30, 2024- Share-based Compensation, Foreign Exchange (Gain) Loss, Loss on Impairment of Long-Lived Assets, Business Interruption Proceeds, net and Other (net)" for information regarding the movements in foreign exchange and share-based compensation period-over-period.
(3)
Expenses incurred with respect to a strategic reorganization program of the Company's operations and support teams.
(4)
During the 26 weeks ended June 29, 2025, the Company incurred certain expenses related to the planned ERP system implementation.
(5)
Primarily relating to third party advisory expenses incurred by the Company and its independent special committee in respect of the evaluation of certain strategic transactions.
(6)
The Company recognized $2 million of impairment losses on long-lived assets (operating lease assets) which relates to the legacy Chicken Shop restaurant sites in the UK. During the 26 weeks ended June 30, 2024, the Company recognized impairment losses on intangible assets related to the termination of two hotel management contracts.
(7)
Primarily relating to professional service fees related to the Company's shareholder activism response incurred during the 26 weeks ended June 30, 2024.
The computation of House-Level Contribution and Other Contribution is set forth below:
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 |
% |
||||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
|
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 |
% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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 |
% |
||||||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
|
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 |
)% |
||||||||||
(1)
See "Non-GAAP Financial Measures" for an explanation of our constant currency results.
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:
(1)
from operating activities, our cash inflows 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.
(2)
from investing activities, our cash inflows include the proceeds from sale of property and equipment and distributions from equity method investments. The primary cash outflows from investing activities include the purchase of property and equipment as well as intangibles.
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
(3)
from financing activities, our cash inflows from financing activities include proceeds from borrowings and from the issuance of shares. The primary cash outflows from financing activities include repayments of borrowings and legal and professional fees from debt or equity related transactions, as well as, from time to time, the repurchase of shares under board authorized repurchase plans.
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.
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.
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. published this content on August 08, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on August 08, 2025 at 11:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]